SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sorensen Betina

(Last)

(First)

(Middle)

THE PALM JUMEIRAH

P.O. BOX 283612

(Street)

DUBAI

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDIANET GROUP TECHNOLOGIES INC [ MEDG.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Marketing

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2010		M		67,820,304	A	⁽¹⁾	67,820,304	I	See Note⁽¹⁾
Common Stock	09/30/2010		A		1,000,000	A	⁽²⁾	68,820,304	D
Common Stock	12/31/2010		A		500,000	A	⁽²⁾	69,320,304	D
Common Stock	03/31/2011		A		500,000	A	⁽²⁾	69,820,304	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽¹⁾	09/30/2010		M			1,221,667	⁽¹⁾	⁽¹⁾	Common Stock	67,820,304	⁽¹⁾	0	I	See Note⁽¹⁾

Explanation of Responses:

1. As of September 30, 2010, Zen Holding Group Limited ("Zen") held of record 3,858,067 shares of Preferred Stock which, as of such Date, had been converted into 214,178,946 shares of Common Stock based upon the then applicable conversion rate of 55.514574. As of the Conversion Date and the date of the filing of this Form 4 (the "Filing Date"), Mr. Hansen had an approximately 31.67% pecuniary interest in the assets of Zen and the indirect shared right to vote and make investment decisions with respect to Zen. Mr. Hansen disclaims a pecuniary interest in any other shares of Preferred Stock or Common Stock. The Preferred Stock does not have an expiration date. The Preferred Stock does not have an expiration date.

2. Shares received for services as Marketing Officer according to the Restricted Stock Agreement filed on September 30, 2010.

	/s/ Betina D. Sorensen	02/25/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.