Explanatory Note

On October 23, 2009, MediaNet Group Technologies, Inc., a Nevada corporation (the “Company”), filed a Current Report on Form 8-K to report that the Company had completed the acquisition of CG Holdings Limited, a Cyprus limited company (“CG”), pursuant to an Agreement and Plan of Merger dated August 10, 2009, as amended. This amendment is being filed to (i) amend and supplement Item 9.01 of the Form 8-K filed on October 23, 2009, to include the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K, and (ii) amend the October 23, 2009, Report on Form 8-K to reflect changes in the Company’s outstanding shares of common stock on October 19, 2009; the calculation of the dividend, liquidation and voting preferences of the preferred stock; and the conversion ratio of the preferred stock into common stock.

The second paragraph of Item 2.01 is amended to read in its entirety as follows:

At closing of the Merger, the Company had issued and outstanding 27,303,652 shares of common stock and options to purchase 3,098,000 shares of common stock, or 30,401,652 shares of common stock on a fully-diluted basis. Accordingly, upon conversion of all of the shares of Series A Stock, the shareholders of CG will own 273,614,868 shares of common stock of the Company. Pending conversion of the Series A Stock into shares of the Company’s common stock, each share of Series A Stock will have voting power equal to 54.7229736 shares of common stock, and will be convertible into shares of common stock on the same basis.

Item 3.03 is amended to read in its entirety as follows:

On October 16, 2009, the Company filed a Certificate of Designation for its Series A Stock pursuant to which the Company, at the direction of its Board of Directors, designated the rights and preferences of all 5,000,000 authorized shares of preferred stock, par value $0.01 per share, of the Company. The principal terms of the Series A Stock are as follows. The Series A Stock participates in any distribution of dividends pari passu with holders of common stock on the basis of 54.7229736 shares of common stock for each share of Series A Stock. Each share of Series A Stock shall be deemed converted into 54.7229736 shares of common stock and shall participate pari passu with the common stock of the Company in the proceeds available to the Company’s shareholders upon the liquidation, dissolution, or winding up of the Company. Each holder of outstanding shares of Series A Stock is entitled to 54.7229736 shares for each share of Series A Stock held as of the record date for the determination of stockholders entitled vote at the meeting. Except as provided by Nevada Statutes, holders of Series A Stock vote together with the holders of common stock as a single class. In the event that the Company’s shareholders approve an increase in the Company’s authorized shares of common stock to not less than five hundred million (500,000,000) shares, each share of Series A Stock then outstanding shall automatically be converted into 54.7229736 shares of common stock without further action by the holders of the Series A Stock or the Company. The Company does not have reserved and available out of its authorized but unissued shares of common stock the number of shares of common stock that shall be sufficient to effect the conversion of all outstanding shares of Series A Stock. Accordingly, the Company has agreed to proceed to submit for approval by its shareholders, including the holders of Series A Stock, an increase to not less than five hundred million (500,000,00) shares of the Company’s authorized common stock.

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