ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain statements in this report, including statements in the following discussion which are not statements of historical fact, are what are known as "forward looking statements," which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as "plans," "intends," "will," "hopes," "seeks," "anticipates," "expects" and the like often identify such forward looking statements, but are not the only indications that a statement is a forward looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to the present and future operations of the Company, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause the Company to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report on Form 10-Q and in the Company's other filings with the Securities and Exchange Commission. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

OVERVIEW

Clamshell Enterprises, Inc. was organized under the laws of the State of Nevada on June 4, 1999 as a "blind pool" or "blank check" company whose business plan was to seek to acquire a business opportunity through completion of a merger, exchange of stock, or similar type of transaction. On March 31, 2003 we completed the acquisition of all of the issued and outstanding shares of Brand-A-Port, Inc., in a share exchange transaction. The former shareholders of Brand-A-Port acquired a majority of our issued and outstanding common stock as a result of completion of the share exchange transaction. Although the result of the share exchange transaction was that Brand-A-Port became our wholly owned subsidiary, the transaction was accounted for as a recapitalization of Brand-A-Port, whereby Brand-A-Port was deemed to be the accounting acquirer and was deemed to have adopted our capital structure.

On May 22, 2003 we changed our name to MediaNet Group Technologies, Inc.

All of our current operations are carried on through BSP Rewards, Inc. our wholly owned subsidiary.

RESULTS OF OPERATIONS

For the three months ended March 31, 2009, we had revenues from operations of $539,395 and a loss from operations of $(194,356). For the three months ended March 31, 2008, we had revenues from operations of $493,963 and a loss from operations of $(225,982)

o GIFT CARD sales increased $38,143 or 10%, to $427,211 in the first quarter of 2009 compared to $389,068 for the first quarter of 2008. The increase is primarily attributable to additional members purchasing in our web mall.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (Continued)

o LOYALTY POINT revenues in the three month period ended March 31, 2008 increased $29,373 or 46%, to $93,195 compared to $63,822 for the same period of 2008. The increase is primarily a direct result of increased merchant participation, an increase in members shopping at online merchants and increase in our membership base.

o WEB DESIGN / MAINTENANCE / HOSTING decreased $22,084, or 54%, to $18,989 in the first three month of 2009 ended March 31 compared to $41,073 in the same period of 2008. The decrease is primarily attributable to building our base as we obtain new web mall clients.

COST OF SALES of gift cards increased in the three months ended March 31, 2009 to $417,804 from $362,786 in The same period of 2008 as a direct result of the increase in revenues from the sale of gift cards.

COST OF SALES of loyalty points increased in the first three months of 2009, ended March 31, 2009 to $26,587 from $17,664 in the three months ended March 31, 2008 as a direct result of the increased revenues of web mall transactions by our members.

COST OF SALES of web design/maintenance decreased in the first three months of 2009 to $25,026 from $31,811 in the first three months of 2008 as a direct result of the increased efficiencies and cost reductions.

OPERATING EXPENSES for the three months ended March 31, 2009, were $276,775 compared to $318,872 for the three months ended March 31, 2008, a net decrease of $42,097. The net decrease was a direct result cost cutting measures implemented all across the board, from personnel reductions to change in accounting firms.

GAIN ON SALE OF SUBSIDIARY was the direct result of the sale of one of the Parent's 100% owned subsidiary, Memory Lane Syndication, Inc. All the one thousand shares outstanding of Memory Lane Syndication, Inc. were sold to Martin Berns, the current Chief Executive Officer of Medianet Group Technologies, Inc.(Parent) for $75,000. The sale took place on March 27, 2009. At March 31, 2009, the Company sold one of its wholly (100%) owned subsidiary, Memory Lane Syndication, Inc. that resulted in a gain of $74,990. The subsidiary had been inactive for the last two years and had sold off minor inventory. Martin A Berns, the Company's CEO and Chairman acquired the subsidiary for $75,000 on March 27, 2009.

Balance Sheet Items

LOYALTY POINTS PAYABLE for the three months ended March 31, 2009, were $157,865, compared to $133,773 for the three months ended March 31, 2008, an Increase of $24,092.At March 31, 2009, we did not segregate, in a voluntary account any amounts as compared to the $25,000 at March 31, 2008.This segregated amount was purely a discretionary segregation of funds, without any security interests, legal or contractual obligation which is used to make payments onto the members debit MasterCard cards. This segregated account is at the total discretion and determination of the Board of Directors and from time to time the amount increases or decreases.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

ACCRUED LIABILITIES FOR PROFESSIONAL EXPENSES for the three months ended March 31, 2009, were $141,004 compared to $153,936 for the three months ended March 31, 2008, a decrease of $12,932. The decrease was a result of less expense activity during 2009 as a result of the postponement of compliance with the Sarbane-Oxley Act of 2002 as compared to 2008.

ACCOUNTS PAYABLE increased by $20,904 for the three months ended March 31,2009 The increase was the result of working capital requirements by the Company.

NOTE PAYABLE related party increased by $23,000 for the three months ended March 31,2009 The increase was the result of working capital requirements by the Company. The net increase of $23,000 reflects a reduction of $75,000 for a Note Payable to Martin A Berns, our Chairman and CEO. Martin A Berns acquired 100% of Memory Lane Syndication, Inc. on March 27,2009 for a total consideration of $75,000 reflected in accordance with the Agreements and therefore his Note Payable was reduced accordingly. This transaction resulted in a $74,990 gain for financial presentation as reflected in the Statement of Operations at March 31, 2009.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009 and at December 31, 2008, we had cash on hand of $104,357 and $45,390, respectively. During the three months ended March 31, 2009, net cash generated in operations was $58,957, and during the three months ended March 31, 2008, net cash used in operations was $164,741. However, our operations are not yet profitable, and we continue to require additional funding in order to continue our business operations.

To date, we have funded our cash shortage and obtained the cash necessary to continue operations primarily through equity private placements, increased liabilities and loans from officers and directors.

The current gradual expansion of our operations for the next twelve months is due to the fact that the web sites, portals and marketing materials for our various divisions are completed and ready for use. However, until operating revenues increase significantly. We must continue to seek outside funding for the purpose of accelerating the expansion of our operations. There is no assurance that the Company can raise adequate capital to fund its operations.

PLAN OF OPERATIONS

BSP Rewards is a loyalty and rewards program designed as a shopping service through which members receive rebates (rewards points) on purchases of products and services from participating merchants. These rewards act as a common currency that may be accumulated and used to make purchases of gift cards, donate to a charity, or loaded onto a debit MasterCard by which they can make additional purchases from any participating merchant in the program. Additionally, once the loyalty points are loaded on the MasterCard, the consumer can utilize this debit card at any merchant where the debit MasterCard is accepted.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

The BSP Rewards program is a web based retail mall concept. Retail sellers of goods and services who join in the program as participating merchants agree to pay rebates to us for our members who purchase goods and services through the program at their individual web stores. We collect all rebates paid by participating merchants and retain a portion as our fee for operating the program. Another portion of the rebate (generally one-half), is designated as a "reward" earned by the member who made the purchase. A portion of the Company's rebate is paid to the organization or company which enrolled the member in the program.

At the present time, when a member elects to redeem all or any portion of the rewards which he or she has accumulated, the member must purchase gift cards online that are redeemable at participating merchants or load their reward points onto our stored value MasterCard or participating affiliated cards that can be utilized at online and in-store merchants for redemption. The BSP debit card allows the reward points to be loaded on the card and spent like cash at participating merchants and anywhere debit MasterCard is accepted.

Member Providers are companies, organizations and groups that enroll their employees or members in the BSP Rewards program. The program is sometimes offered free to member providers who auto-enroll their member base. Member provider agreements provide that the organization will normally enroll their members for free or nominal amount and BSP shall pay to the member providers a percentage of the rewards earned by the members that each member provider enrolls in the program. A member provider only earns a percentage if the members enrolled actually earn rewards through the program.

Presently, our marketing program is focusing on groups or organizations that have the potential of enrolling large numbers of members. Major membership clubs and organizations, credit and stored value card users. Having the capability of quickly expanding the BSP membership base to their large participating groups, would greatly enhance our potential membership and revenue streams. To extend our presence in these markets and others, we would require substantial working capital prior to enhancing marketing efforts directed at larger organizations as such efforts can be time consuming and costly.

MARKETING AND STRATEGY

Our target markets for sales of our BSP Rewards program include small, medium and large sized companies, organizations and associations that will be able to utilize our rewards mall platform for a variety of uses including, but not limited to, loyalty, continuity, customer acquisition and retention and for fundraising applications.

This potential market includes membership clubs, non-profit organizations, alumni associations, retailers and corporations, marketing alliance partners, credit and debit card issuers and network marketing companies. We market our products and services primarily through third party marketing partners who are paid on a commission basis. The marketing partners representing our services are companies that already have existing channel relationships. We have signed a number of marketing partner agreements which are non-exclusive and we anticipate that we will sign agreements with additional representatives in the future. The Agreements, which generally have a term of one year with automatic one-year renewals, provide for the payment by the Company of a commission based on BSP rewards earned by members that are signed into the program through the marketing partner.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

The Company sometimes pays a commission for any products and internet portals sold on behalf of the Company and a commission for hosting fees paid to the Company by buyers of malls or websites as a result of the activities of the marketing partner. In some instances, we also allow clients for whom we have built portals to act as resellers. As of the date of this report, the marketing agreements have not resulted in any significant revenues.

We anticipate that the organizations that enroll members also become involved with the BSP Rewards program will devote a portion of their advertising and marketing funds to the branded program. We, in turn, will help to develop customer awareness of our products and services as well as enhance usage of the program.

The Company has agreements with various merchants and affiliate managers as Retailers in excess of 800. The members participants earn rebate rewards when Shopping through any of the BSP branded Web Malls.