**U.S.
      Securities and Exchange Commission**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**




(Mark
      One)




**x**
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934**




For
      the quarterly period ended June 30, 2005




or




** ̈**
            **Transition
                Report Pursuant to Section 13 of 15(d) of the Securities Exchange
                Act of
                1934**




For
      the Transition Period From  to




Commission
      File number 000-50601




_________________




**VORSATECH
      VENTURES, INC.**


**** **(Exact
      name of small business issuer as specified in its charter)**




DELAWARE
            
            N/A**(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(IRS
                Employer Identification
                No.)**




15200
      Shady Grove Road, Suite 350


Rockville,
      Maryland 20850





**** **(Address
      of principal executive offices)**




(301)
      840-3888




**(Issuer’s
      telephone number)**




_________________




Check
      whether the Registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
      months (or for such shorter period that the Registrant was required to file
      such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days.




Yes x No  ̈




As
      of August 19, 2005 there were 50,000,713 **** shares
      of Common Stock outstanding.




Transitional
      Small Business Disclosure Format




Yes  ̈ No x














**INDEX**







**PART
      I.     FINANCIAL INFORMATION**





Item
                1.
            Financial
                Statements: (unaudited)
            F-1Report
                of Independent Registered Public Accounting
                Firm
            F-1Balance
                Sheets as of June 30, 2005 and
                March 31, 2005 (unaudited)
            F-2Statements
                of Operations for three months ended June
                30, 2005 and 2004 andOctober 30, 1998 through June 30, 2005
                (unaudited)
            F-3Statements
                of Changes in Stockholders’ Equity (Deficit)
                June 30, 2005 (unaudited)
            F-4Statements
                of Cash Flows for the three-months ended June
                30, 2005 and 2004 andOctober 30, 1998 through June 30, 2005
                (unaudited)
            F-5Notes
                to Financial Statements (unaudited)
            F-6
                - F-9Item
                2.
            Management’s
                Discussion and Analysis or Plan of
                Operations
            10Item
                3.
            Controls
                and Procedures
            24





**PART
      II.    OTHER INFORMATION**





Item
                1.
            Legal
                Proceedings
            24Item
                2.
            Changes
                In Securities and Small Business Issuer Purchases
                of Equity Securities
            24Item
                3.
            Defaults
                Upon Senior Securities
            24Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            24Item
                5.
            Other
                Information
            24Item
                6.
            Exhibits
            24SIGNATURES
            25









**PART
      I**


**FINANCIAL
      INFORMATION**


**Item
        1.     Financial
        Statements.**





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM








To
      the
      Board of Directors


and
      Stockholders


Vorsatech
      Ventures, Inc.


(A
      Development Stage Company)


(A
      Delaware Corporation)


Rockville,
      MD








We
      have
      reviewed the accompanying interim financial statements of Vorsatech Ventures,
      Inc. as of June 30 ,
      2005 ,
      and for
      the three-month period ended June 30 ,
      2005 and
      2004. These interim financial statements are the responsibility of the Company’s
      management.





We
      conducted our review in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). A review of interim financial
      information consists principally of applying analytical procedures and making
      inquiries of persons responsible for financial and accounting matters. It is
      substantially less in scope than an audit conducted in accordance with the
      standards of the Public Company Accounting Oversight Board, the objective of
      which is the expression of an opinion regarding the financial statements taken
      as a whole. Accordingly, we do not express such an opinion.





Based
      on
      our review, we are not aware of any material modifications that should be made
      to the accompanying interim financial statements for them to be in conformity
      with U.S. generally accepted accounting principles.













/s/
      Rotenberg & Co., LLP





Rotenberg
      & Co., LLP


Rochester,
      New York


August
      19, 2005







F-1





**VORSATECH
                VENTURES, INC.****(A
                DEVELOPMENT STAGE COMPANY)****(A
                DELAWARE CORPORATION)****Rockville,
                MD****BALANCE
                SHEETS****(Unaudited)****June
                30,**
            
            March
                31,**2005**
            
            2005**ASSETS****Current
                Assets**Cash
                and Cash Equivalents
            **$**
            **—**
            
            $
            —**Total
                Assets**
            **$**
            **—**
            
            $
            —**LIABILITIES
                AND SHAREHOLDERS’ DEFICIT****Current
                Liabilities**Accrued
                Compensation
            **$**
            **2,500**
            
            $
            2,500Related
                Party Advances
            
            **14,861**
            
            
            11,861**Total
                Current Liabilities**
            
            **17,361**
            
            
            14,361**Minority
                Interest**
            
            **—**
            
            
            —**Shareholders’
                Deficit**Preferred
                Stock - $.0001, Par Value, 20,000,000Authorized,
                -0- Issued and Outstanding
            
            **—**
            
            
            —Common
                Stock - $.0001, Par Value, 250,000,000Authorized,
                2,638,713 Issued and Outstanding
            
            **264**
            
            
            264Additional
                Paid-In Capital
            
            **48,995**
            
            
            48,995Deficit,
                Accumulated During the Development Stage
            
            **(66,620**
            **)**
            
            (63,620
            )**Total
                Shareholders’ Deficit**
            
            **(17,361**
            **)**
            
            (14,361
            )**Total
                Liabilities and Shareholders’ Deficit**
            **$**
            **—**
            
            $
            —





The
          accompany notes are an integral part of these financial statements.
 F-2





**VORSATECH
                VENTURES, INC.****(A
                DEVELOPMENT STAGE COMPANY)****(A
                DELAWARE CORPORATION)****Rockville,
                MD****STATEMENTS
                OF OPERATIONS - UNAUDITED****Period
                from Date****of
                Inception**
            
            Three
                Months Ended June 30,**(October
                30, 1998)****Through
                June 30, 2005**
            
            **2005**
            
            2004**Sales**
            
            **$**
            **—**
            
            **$**
            **—**
            
            $
            —**Expenses**General
                and Administrative Expenses
            
            
            **66,620**
            
            
            **3,000**
            
            
            4,688**Total
                Expenses**
            
            
            **66,620**
            
            
            **3,000**
            
            
            4,688**Net
                Loss for the Period**
            
            **$**
            **(66,620**
            **)**
            **$**
            **(3,000**
            **)**
            $
            (4,688
            )**Net
                Loss Per Share**
            
            
            
            
            
            **(.00**
            **)**
            
            (.00
            )**Weighted
                Average Common Shares****Outstanding**
            
            
            
            
            
            **2,638,713**
            
            
            2,638,713







The
          accompany notes are an integral part of these financial statements.
 F-3





**VORSATECH
                VENTURES, INC.****(A
                DEVELOPMENT STAGE COMPANY)****(A
                DELAWARE CORPORATION)****Rockville,
                MD****STATEMENTS
                OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) -
                UNAUDITED**Number
                of
            
            
            
            Number
                of
            
            
            
            Additional
            
            
            
            TotalCommon
            
            Common
            
            Preferred
            
            Preferred
            
            Paid-In
            
            Retained
            
            Stockholders’Shares
            
            Stock
            
            Shares
            
            Stock
            
            Capital
            
            Earnings
            
            Equity**Inception
                - October 30, 1998**
            
            
            **—**
            
            **$**
            **—**
            
            
            **—**
            
            **$**
            **—**
            
            **$**
            **—**
            
            **$**
            **—**
            
            **$**
            **—**Common
                Stock Issued in Exchange
              for
                Services Rendered
            
            
            378,713
            
            
            38
            
            
            —
            
            
            —
            
            
            8,536
            
            
            —
            
            
            8,574Common
                Stock Issued to Acquire
              Public
                Disclosure, Inc.
            
            
            750,000
            
            
            75
            
            
            —
            
            
            —
            
            
            14,925
            
            
            —
            
            
            15,000Proceeds
                from Sale of Common
              Stock
            
            
            1,500,000
            
            
            150
            
            
            —
            
            
            —
            
            
            14,850
            
            
            —
            
            
            15,000Common
                Stock Issued in Exchange
              for
                Settlement of Transfer Fees
            
            
            10,000
            
            
            1
            
            
            —
            
            
            —
            
            
            2,884
            
            
            —
            
            
            2,885Contributed
                Services
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            6,600
            
            
            —
            
            
            6,600Net
                Loss for the Period
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (43,865
            )
            
            (43,865
            )**Balance
                - March 31, 2004**
            
            
            **2,638,713**
            
            
            **264**
            
            
            **—**
            
            
            **—**
            
            
            **47,795**
            
            
            **(43,865**
            **)**
            
            **4,194**Contributed
                Services
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            300
            
            
            —
            
            
            300Net
                Loss for the Period
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (4,800
            )
            
            (4,800
            )**Balance
                - June 30, 2004**
            
            
            **2,638,713**
            
            
            **264**
            
            
            **—**
            
            
            **—**
            
            
            **48,095**
            
            
            **(48,665**
            **)**
            
            **(306**
            **)**Contributed
                Services
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            900
            
            
            —
            
            
            900Net
                Loss for the Period
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (14,955
            )
            
            (14,955
            )**Balance
                - March 31, 2005**
            
            
            **2,638,713**
            
            
            **264**
            
            
            **—**
            
            
            **—**
            
            
            **48,995**
            
            
            **(63,620**
            **)**
            
            **(14,361**
            **)**Net
                Loss for the Period
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (3,000
            )
            
            (3,000
            )**Balance
                - June 30, 2005**
            
            
            **2,638,713**
            
            **$**
            **264**
            
            
            **—**
            
            **$**
            **—**
            
            **$**
            **48,995**
            
            **$**
            **(66,620**
            **)**
            **$**
            **(17,361**
            **)**





The
          accompany notes are an integral part of these financial statements.
 F-4


**VORSATECH
                VENTURES, INC.****(A
                DEVELOPMENT STAGE COMPANY)****(A
                DELAWARE CORPORATION)****Rockville,
                MD****STATEMENTS
                OF CASH FLOWS - UNAUDITED****Period
                from****Date
                of Inception**
            
            Three
                Months Ended June 30,**(October
                30, 1998)****Through
                June 30, 2005**
            
            **2005**
            2004**Cash
                Flows from Operating Activities****Net
                Loss**
            
            **$**
            **(66,620**
            **)**
            **$**
            **(3,000**
            **)**
            $
            (4,800
            )**Adjustments
                to Reconcile Net Loss to Net Cash**
              **Provided
                by Operating Activities**Contributed
                Services
            
            
            **7,800**
            
            
            **—**
            
            
            300Common
                Stock Issued in Exchange for Services
            
            
            **8,574**
            
            
            **—**
            
            
            —Common
                Stock Issued for Acquisition
            
            
            **15,000**
            
            
            **—**
            
            
            —Common
                Stock Issued in Exchange for Expenses
            
            
            **2,885**
            
            
            **—**
            
            
            —**(Increase)
                Decrease in Assets:**Trust
                Fund
            
            
            **—**
            
            
            **—**
            
            
            2,389**Increase
                (Decrease) in Liabilities:**Accounts
                Payable
            
            
            **—**
            
            
            **—**
            
            
            1,000Accrued
                Compensation
            
            
            **2,500**
            
            
            **—**
            
            
            625**Net
                Cash Used in Operating Activities**
            
            
            **(29,861**
            **)**
            
            **(3,000**
            **)**
            
            (486
            )**Net
                Cash Flows from Investing Activities**
            
            
            **—**
            
            
            **—**
            
            
            —**Cash
                Flows from Financing Activities**Related
                Party Advances
            
            
            **14,861**
            
            
            **3,000**
            
            
            486Sale
                of Common Stock
            
            
            **15,000**
            
            
            **—**
            
            
            —**Net
                Cash Provided by Financing Activities**
            
            
            **29,861**
            
            
            **3,000**
            
            
            486Net
                Change in Cash and Cash Equivalents
            
            
            **—**
            
            
            **—**
            
            
            —Cash
                and Cash Equivalents - Beginning of Period
            
            
            **—**
            
            
            **—**
            
            
            —**Cash
                and Cash Equivalents - End of Period**
            
            **$**
            **—**
            
            **$**
            **—**
            
            $
            —




The
          accompany notes are an integral part of these financial statements.
 F-5


**VORSATECH
      VENTURES, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**(A
      DELAWARE CORPORATION)**


**Rockville,
      MD**








**NOTES
      TO FINANCIAL STATEMENTS**








**NOTE
      1 - ORGANIZATION / SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**





**Description
      of Business -** Vorsatech
      Ventures, Inc. (the Company), formerly Apex Pharmaceuticals, Inc., Apex
      Resources, Inc., Biotech Industries, Inc. and Valuship, Ltd., is in the
      development stage as defined in Financial Accounting Standards Board Statement
      No. 7. It was formed on October 30, 1998 in Colorado and domesticated
      from
      Colorado to the Commonwealth of the Bahamas and then to the State of Delaware
      on
      February 22, 2004. Since inception, it has had no operations. The Company’s
      fiscal year end is March 31.





The
      Company’s objective was to either acquire a business, whose operations will be
      sufficient to sustain positive cash flows and achieve profitable operations,
      or
      acquire the assets of a business and proceed to develop them.





The
      Company’s parent is Berlin Capital Investments, Inc. located in Vancouver, BC,
      which is owned and controlled by the Company’s president / secretary / treasurer
      / sole director / and attorney.





**Entry
      into a Material Definitive Agreement** -
      On June
      14, 2005, the Company entered into a Share Exchange Agreement whereby the
      Company will issue 48,879,500 shares of its common stock in exchange for all
      of
      the issued and outstanding shares of Synutra, Inc., an Illinois corporation
      that
      owns all the registered capital of six foreign owned companies organized under
      the laws of the People’s Republic of China.





Pursuant
      to the terms of the Agreement, the Company expects there will be approximately
      50,000,713 shares of common stock issued and outstanding after giving effect
      to
      the Exchange and share cancellation as described in the Share Exchange
      Agreement.





**SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Accounting
      method** - The
      Company uses the accrual method of accounting for financial statement and tax
      return purposes. The accrual method of accounting recognizes revenues when
      earned and expenses when incurred.





**Use
      of estimates** - The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Management makes its best estimate of the ultimate outcome for these items
      based
      on historical trends and other information available when the financial
      statements are prepared. Changes in estimates are recognized in accordance
      with
      the accounting rules for the estimate, which is typically in the period when
      new
      information becomes available to management. Actual results could differ from
      those estimates.





**Fair
      value of financial instruments** - For
      certain of the Company's financial instruments, including cash and cash
      equivalents, trade payables, and other payables and accruals, the carrying
      amounts approximate fair values due to their short maturities.




F-6


**Related
      party transactions** - A
      related party is generally defined as (i) any person that holds 10% or more
      of
      the Company's securities and their immediate families, (ii) the Company's
      management, (iii) someone that directly or indirectly controls, is controlled
      by
      or is under common control with the Company, or (iv) anyone who can
      significantly influence the financial and operating decisions of the Company.
      A
      transaction is considered to be a related party transaction when there is a
      transfer of resources or obligations between related parties.





**Cash
      and cash equivalents** - Cash
      and
      cash equivalents include time deposits, certificates of deposit, and all highly
      liquid debt instruments with original maturities of three months or
      less.





**Income
      taxes** - The
      Company accounts for income taxes under the provision of Statement of Financial
      Accounting Standards ("SFAS" No. 109), "Accounting for Income Taxes," whereby
      deferred income tax assets and liabilities are computed for differences between
      the financial statements and tax bases of assets and liabilities that will
      result in taxable or deductible amounts in the future, based on enacted tax
      laws
      and rates applicable to the periods in which the differences are expected to
      affect taxable income. Valuation allowances are established when necessary;
      to
      reduce deferred income tax assets to the amount expected to be
      realized.





For
      income tax purposes, substantially all deductible expenses incurred to date
      must
      be deferred until the Company commences business, and then they may be charged
      against operations over a 60-month period or permanently capitalized. Since
      the
      Company is not in business as of June 30, 2005, accumulated deductible
      expenses incurred since inception of approximately $58,819 resulted in a $14,164
      deferred tax asset. A valuation allowance of $14,164 has been provided since
      there is no assurance of future taxable income. There is no net operating loss
      carry forward at June 30, 2005. Tax deductible losses, when provided,
      can
      be carried forward for 20 years until utilized. The following is an analysis
      of
      deferred tax assets as of June 30, 2005:


**Deferred
                Tax Assets**
            
            **Valuation
                Allowance**
            
            **Balance**Deferred
                Tax Assets at March 31, 2005
            
            $
            11,164
            
            $
            (11,164
            )
            $
            —Additions
                for the Period
            
            
            3,000
            
            
            (3,000
            )
            
            —Deferred
                Tax Assets at June 30, 2005
            
            $
            14,164
            
            $
            (14,164
            )
            $
            —





The
      following is reconciled from the expected statutory federal income tax rate
      to
      the Company’s actual income tax rate for the years ended December
      31:


**2005**
            2004Expected
                Income Tax (Benefit) at Federal Statutory Tax Rate
            
            
            20%
            
            
            20%Valuation
                Allowance
            
            
            (20%)
            
            
            (20%)Actual
                Income Tax (Benefit)
            
            
            0%
            
            
            0%





**Recently
      Issued Accounting Standards** -
      In
      April 2003, the FASB issued SFAS No. 149, "Accounting for Amendment of statement
      133 on Derivative Instruments and Hedging Activities," which amends and
      clarifies financial accounting and reporting for derivative instruments,
      including certain derivative instruments embedded in other contracts and for
      hedging activities under FASB Statement No. 133, accounting for Derivative
      Instruments and Hedging Activities. This Statement is generally effective for
      contracts entered into or modified after June 30, 2003, and all provisions
      should be applied prospectively. This statement does not affect the
      Company.


F-7


In
      May
      2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
      Instruments with Characteristics of both Liabilities and Equity," which
      establishes standards for how an issuer classifies and measures certain
      financial instruments with characteristics of both liabilities and equity.
      It
      requires that an issuer classify a financial instrument that is within its
      scope
      as a liability (or an asset in some circumstances). This Statement is effective
      for financial instruments entered into or modified after May 31, 2003,
      and
      otherwise is effective at the beginning of the first interim period beginning
      after June 15, 2003. It is to be implemented by reporting the cumulative effect
      of a change in an accounting principle for financial instruments created before
      the issuance date of the Statement and still existing at the beginning of the
      interim period of adoption. Restatement is not permitted. This statement does
      not affect the Company.





In
      December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment" (“SFAS
      123R”). SFAS 123R revises FASB Statement No. 123 “Accounting for Stock-Based
      Compensation” and supersedes APB Opinion No. 25 “Accounting for Stock Issued to
      Employees”. SFAS 123R requires all public and non-public companies to measure
      and recognize compensation expense for all stock-based payments for services
      received at the grant-date fair value, with the cost recognized over the vesting
      period (or the requisite service period). SFAS 123R is effective for small
      business issuers for all interim periods beginning after December 15, 2005.
      As
      such, the Company is required to adopt these provisions at the beginning of
      the
      fiscal quarter ended June 30, 2006. Retroactive application of the
      provisions of SFAS 123R to the beginning of the fiscal year that includes the
      effective date is permitted, but not required. The Company is currently
      evaluating the impact of SFAS 123R on its financial statements.





**NOTE
      2 - COMMON STOCK**





The
      Company’s history since its formation in Colorado in October 1998 included
      several issuances of common stock and several reverse stock splits, all of
      which
      are included in the accompanying statement of stockholders’ equity. The effect
      of the three reverse stock splits which were 1 for 250, 1 for 500, and 1 for
      10,
      was to reduce founder shares at inception of 10 million, to 1
      share.





The
      Board
      of Directors of the Company has determined that the value of all shares issued
      prior to the domestication of the Corporation in Delaware on February 22,
      2004, was $.0001 per share. The acquisition of Public Disclosure, Inc. was
      not
      pursued after the issuance of 750,000 shares on December 6, 2002, as
      the
      Board of Directors at that time decided that another approach to benefit the
      Company appeared more viable.





**NOTE
      3 - SUBSEQUENT EVENT**





**The
      Share Exchange -** On
      July
      15, 2005, Vorsatech issued 48,879,500 shares of its common stock in exchange
      for
      all of the issued and outstanding shares of Synutra that owns all the registered
      capital of six companies organized under the laws of the People’s Republic of
      China per the share exchange agreement (Note 1).





As
      a
      result of this Exchange, Synutra became a wholly owned subsidiary of
      Vorsatech.





The
      Exchange occurred pursuant to a Share Exchange Agreement.





Immediately
      prior to the Exchange, Vorsatech had 2,638,713 outstanding shares of common
      stock and no outstanding shares of preferred stock. Vorsatech’s Certificate of
      Incorporation provides for authorized capital of two hundred and seventy million
      shares (270,000,000) of which two hundred and fifty million (250,000,000) are
      $0.0001 par value common stock and twenty million (20,000,000) are $0.0001
      par
      value preferred stock. Prior to the Exchange, Thomas Braun, the sole director
      and officer of Vorsatech, and his affiliates owned 2,200,000 shares of Vorsatech
      common stock. Pursuant to the Exchange, Vorsatech cancelled approximately
      1,517,500 shares of common stock owned by Mr. Braun and his affiliates reducing
      their ownership to 682,500 shares, resulting in the total issued and outstanding
      shares of Vorsatech common stock equaling 1,121,213 shares.





F-8


Pursuant
      to the Exchange, Vorsatech issued 46,000,000 shares of its common stock in
      exchange for all of the outstanding capital stock of Synutra held by Beams
      Power
      Investment Limited and Strong Gold Finance Ltd., 2,844,500 shares were issued
      to
      various financial consultants and/or their designees and 35,000 shares to a
      finder. Therefore, the total issued and outstanding shares of Vorsatech’s common
      stock equals 50,000,713 shares after giving effect to the Exchange.





As
      a
      result of the Exchange, the stockholders of Vorsatech immediately prior to
      the
      Exchange own approximately 1,121,213 shares, or approximately 2% of the issued
      and outstanding shares of Vorsatech’s common stock and Vorsatech is now
      controlled by the former stockholders of Synutra.





The
      Share
      Exchange Agreement was determined through arms’-length negotiations between
      Vorsatech and Synutra.





Immediately
      following the completion of the Exchange, all of the existing members of
      Vorsatech’s board of directors and all of its executive officers resigned and
      new appointees were elected to Vorsatech’s board of directors.





On
      June
      29, 2005, Vorsatech filed with the Securities and Exchange Commission an
      Information Statement pursuant to Section 14(f) of the Securities Exchange
      Act
      of 1934 and Rule 14f-1 thereunder regarding the following change in a majority
      of Vorsatech’s Board of Directors in accordance with the terms of the Share
      Exchange Agreement.




F-9


**Item
      2.     Management Discussion
      and Analysis or Plan of Operation.**




The
      following discussion should be read in conjunction with the Company’s financial
      statements and the notes thereto appearing elsewhere in this Quarterly Report
      on
      Form 10-QSB. Certain statements contained herein that are not related to
      historical results, including, without limitation, statements regarding the
      Company’s business strategy and objectives, future financial position and
      estimated cost savings, are forward-looking statements within the meaning of
      Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and
      section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), and involve risks and uncertainties. Although the Company believes that
      the assumptions on which these forward-looking statements are based are
      reasonable, there can be no assurance that such assumptions will prove to be
      accurate and actual results could differ materially from those discussed in
      the
      forward-looking statements. Factors that could cause or contribute to such
      differences include, but are not limited to, risks and uncertainties associated
      with the ability to obtain adequate working capital on terms favorable to the
      Company and compliance with regulatory requirements. All forward-looking
      statements contained in the Quarterly Report on Form 10-QSB are qualified in
      their entirety by this statement.




**Overview**




Prior
      to
      the consummation of the share exchange referred to below, the Company was
      considered a development stage company with limited assets or capital and with
      no operations or income.




On
      July
      15, 2005, Vorsatech issued 48,879,500 shares of its common stock in exchange
      for
      all of the issued and outstanding shares of Synutra, Inc., that owns all the
      registered capital of six companies organized under the laws of the People’s
      Republic of China per a share exchange agreement dated June 14,
      2005.




As
      a
      result of this Exchange, Synutra became a wholly owned subsidiary of
      Vorsatech.




Immediately
      prior to the Exchange, Vorsatech had 2,638,713 outstanding shares of common
      stock and no outstanding shares of preferred stock. Vorsatech’s Certificate of
      Incorporation provides for authorized capital of two hundred and seventy million
      shares (270,000,000) of which two hundred and fifty million (250,000,000) are
      $0.0001 par value common stock and twenty million (20,000,000) are $0.0001
      par
      value preferred stock. Prior to the Exchange, Thomas Braun, the sole director
      and officer of Vorsatech, and his affiliates owned 2,200,000 shares of Vorsatech
      common stock. Pursuant to the Exchange, Vorsatech cancelled approximately
      1,517,500 shares of common stock owned by Mr. Braun and his affiliates reducing
      their ownership to 682,500 shares, resulting in the total issued and outstanding
      shares of Vorsatech common stock equaling 1,121,213 shares.




Pursuant
      to the Exchange, Vorsatech issued 46,000,000 shares of its common stock in
      exchange for all of the outstanding capital stock of Synutra held by Beams
      Power
      Investment Limited and Strong Gold Finance Ltd., 2,844,500 shares were issued
      to
      various financial consultants and/or their designees and 35,000 shares to a
      finder. Therefore, the total issued and outstanding shares of Vorsatech’s common
      stock equals 50,000,713 shares after giving effect to the Exchange.




As
      a
      result of the Exchange, the stockholders of Vorsatech immediately prior to
      the
      Exchange own approximately 1,121,213 shares, or approximately 2% of the issued
      and outstanding shares of Vorsatech’s common stock and Vorsatech is now
      controlled by the former stockholders of Synutra.




The
      Share
      Exchange Agreement was determined through arms’-length negotiations between
      Vorsatech and Synutra.




Immediately
      following the completion of the Exchange, all of the existing members of
      Vorsatech’s board of directors and all of its executive officers resigned and
      new appointees were elected to Vorsatech’s board of directors.




10


On
      June
      29, 2005, Vorsatech filed with the Securities and Exchange Commission an
      Information Statement pursuant to Section 14(f) of the Securities Exchange
      Act
      of 1934 and Rule 14f-1 thereunder regarding the following change in a majority
      of Vorsatech’s Board of Directors in accordance with the terms of the Share
      Exchange Agreement.




As
      a
      result of the changes in the fundamental business operations and financial
      position of the Company, the unaudited financial statements for the quarter
      ended June 30, 2004 included in this Form 10-QSB are not indicative of future
      operations. Accordingly, a discussion and analysis of Synutra’s financial
      condition and results of operations follows after the discussion of Vorsatech.
      Subsequent to that discussion, is certain financial information relating to
      Synutra, Inc., for the relevant periods. The complete financial statements
      relating to Synutra, Inc. are included in the Form 8-K/A of the
      Company.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




Below
      is
      a description of accounting policies, which we consider critical to the
      preparation and understanding of our financial statements. In addition, certain
      amounts included in or affecting our financial statements and related disclosure
      must be estimated, which requires us to make assumptions with respect to values
      or conditions which cannot be known with certainty at the time the financial
      statements are prepared. Actual results may differ from these estimates under
      different assumptions or conditions. The selection of critical accounting
      policies, the judgments and other uncertainties affecting the application of
      those policies and the sensitivity of reported results to changes in conditions
      and assumptions are factors to be considered when reviewing our financial
      statements. We believe that the following critical accounting policies set
      forth
      below involve the most significant judgments and estimates used in the
      preparation of our financial statements. We evaluate these policies on an
      ongoing basis, based upon historical results and experience, consultation with
      experts, trends and other methods we consider reasonable in the particular
      circumstances, as well as our forecasts as to how these might change in the
      future.




**Accounting
      Method**




The
      Company uses the accrual method of accounting which recognizes revenues when
      earned and expenses when incurred.




**Income
      Taxes**




The
      Company accounts for income taxes under the provision of Statement of Financial
      Accounting Standards (“SFAS” No. 109), “Accounting for Income Taxes,” whereby
      deferred income tax assets and liabilities are computed for differences between
      the financial statements and tax bases of assets and liabilities that will
      result in taxable or deductible amounts in the future, based on enacted tax
      laws
      and rates applicable to the periods in which the differences are expected to
      affect taxable income. Valuation allowances are established when necessary;
      to
      reduce deferred income tax assets to the amount expected to be
      realized.




For
      income tax purposes, substantially all deductible expenses incurred to date
      must
      be deferred until the Company commences business, and then they may be charged
      against operations over a 60-month period or permanently capitalized.




**RESULTS
      OF OPERATIONS**




Three
      Months Ended June 30, 2005 Compared to Three Months Ended June 30,
      2004.




**Sales**




Sales
      for
      each of the quarters ended June 30, 2005 and 2004 was $-0- as the Company did
      not have a product available for sale.




11


**General
      and Administrative Expenses**




General
      and administrative expenses for the quarter ended June 30, 2005 was $3,000
      compared to $4,688 for the quarter ended June 30, 2004. The decrease in general
      and administrative expenses was due primarily to fewer transfer/registration
      expenses.




**Income
      tax**




There
      was
      no income tax for each of the quarters ended June 30, 2005 and 2004. As a result
      of the Company not being operational as of June 30, 2005, accumulated deductible
      expenses incurred since inception must be deferred until the Company commences
      business. Then, those expenses may be charged against operations over a 60-month
      period or permanently capitalized. As of June 30, 2005, accumulated deductible
      expenses incurred since inception of approximately $58,819 resulted in a $14,164
      deferred tax asset. A valuation allowance of $14,164 has been provided since
      there is no assurance of future taxable income.




**Net
      Loss**




The
      net
      loss for the quarter ended June 30, 2005 decreased by US$1,688 or 36.0% to
      a net
      loss of $3,000 from a net loss of $4,688 for the quarter ended June 30, 2004
      due
      to the factors discussed above.




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS FOR SYNUTRA, INC.**




**Overview**




Synutra
      owns all of the equity interests of six companies in the People’s Republic of
      China, or the PRC, each engaged in different stages of the production,
      marketing, packaging and development of dairy based nutritional products in
      China for infants, children and pregnant women and nursing mothers under the
      brand name of “Sheng Yuan”, and for adults under the brand name of “YiPin”, each
      contributed 89% and 11% of 2004’s revenue.




Synutra
      was incorporated in the State of Illinois in 2000. At that time, Synutra was
      wholly owned by companies controlled by Mr. Liang Zhang, Synutra’s Chairman of
      the Board and Chief Executive Officer. Mr. Zhang formed Synutra to become a
      holding company for the six companies in China that he and his affiliates
      controlled that have been engaged in the production, marketing, packaging and
      development of dairy based nutritional products for infants, children and adults
      beginning in 1998. Since Synutra’s incorporation in 2000, it has increased its
      investment in these subsidiaries and Mr. Zhang has transferred all of his and
      his affiliates’ ownership in the six companies directly to Synutra, which
      transfer was completed at the end of March 2005. Synutra currently owns 100%
      of
      the following subsidiaries:




Qingdao
      Sheng Yuan Dairy Co., Ltd. is engaged in the sales and marketing of dairy based
      nutritional products for infants, children and adults under the brand name
      of
“Sheng Yuan” (primarily for infants and child nutritional products) and “YiPin”
      for adult dairy based nutritional products. Qingdao Sheng Yuan Dairy Co., Ltd.
      was formed in 1998 by Beijing Honnete Dairy Co., Ltd., an affiliate of Mr.
      Liang
      Zhang. In 2003, Mr. Zhang transferred 40% of his ownership to Synutra, and
      then
      transferred the balance of the ownership to Synutra in 2005.




Qingdao
      ST George Dairy Co., Ltd. is engaged in the packaging, shipping and distribution
      of all of Synutra’s products. Qingdao ST George Dairy Co., Ltd. was formed in
      2001 by Sheng Zhi Da Dairy Group, Co., Ltd., an affiliate of Mr. Liang Zhang,
      and Synutra where 60% of the company was owned by Sheng Zhi Da Dairy Group,
      Co.,
      Ltd. and 40% by Synutra. In 2005, Mr. Zhang transferred the 60% of Qingdao
      ST
      George Dairy Co., Ltd. owned by Sheng Zhi Da Dairy Group Co., Ltd. to
      Synutra.






12




Beian
      Yi
      Pin Dairy Co., Ltd. (“Beian”) is engaged in the production and processing of
      adult dairy based nutritional products under the brand name of “Yipin”. In 2004,
      Mr. Liang Zhang acquired 100% of the interest of Beian Olisong Dairy Co., Ltd.
      which changed its name to Beian. In 2005, Mr. Zhang transferred 100% of his
      ownership in Beian to Synutra.




Luobei
      Sheng Yuan Dairy Co., Ltd. (“Loubei”) is engaged in the production and
      processing Synutra’s products for infants and children under the brand name of
“Sheng Yuan.” Loubei was formed in 2001 by Mr. Liang Zhang. In 2003, Mr. Zhang
      transferred 33% of his ownership to Synutra and then transferred the balance
      of
      the ownership to Synutra in 2005.




Quindao
      Mother and Infant Nutrition Research Company Limited is engaged in the research
      and development of various nutritional products for both infants and children
      as
      well as pregnant and lactating women. Quindao Mother and Infant Nutrition
      Research Company Limited was formed in 2004 by Mr. Liang Zhang. In 2005, Mr.
      Zhang transferred 100% of his ownership to Synutra.




Zhangjiakou
      Sheng Yuan Dairy Co., Ltd. (“Zhangjiakou”) is engaged in the production and
      processing of all of Synutra’s products. Zhangjiakou Sheng Yuan Dairy Co., Ltd.
      was formed in 2004 by Chaibei Sheng Yuan Diary Co., Ltd., an affiliate of Mr.
      Zhang and Synutra as a joint venture. In 2005, Chaibei Sheng Yuan Diary Co.,
      Ltd. was merged into Zhangjiakou resulting in Synutra owing 100% of Zhangjiakou.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




The
      Company prepares its financial statements in accordance with accounting
      principles generally accepted in the United States of America. The preparation
      of these financial statements requires the use of estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and the disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amount of revenues and expenses during the reporting period.
      Management periodically evaluates the estimates and judgments made. Management
      bases its estimates and judgments on historical experience and on various
      factors that are believed to be reasonable under the circumstances. Actual
      results may differ from these estimates as a result of different assumptions
      or
      conditions.




The
      following critical accounting policies affect the more significant judgments
      and
      estimates used in the preparation of the Company’s financial
      statements.




**Revenues**




The
      Company recognizes product sales generally at the time the product is shipped
      and title passes to the customer and collectibility is reasonably assured.
      Revenues are presented net of any sales tax or value added tax. Shipping and
      handling costs are included in selling and distribution expenses.




The
      Company typically extends credit to its customers. In order to determine the
      value of the Company’s accounts receivable, the Company records a provision for
      doubtful accounts to cover estimated credit losses. Management reviews and
      adjusts this allowance periodically based on historical experience and its
      evaluation of the collectibility of outstanding accounts receivables. The
      Company evaluates the credit risk of its customers by analyzing its accounts
      receivables aging, utilizing, among other factors, historical data, the
      customer’s financial condition, general economic conditions and estimates of
      future performance. The Company applies similar procedures to determine the
      value of the Company’s other receivables.




The
      Company typically records a 100% allowance for accounts receivable that have
      been outstanding in excess of one year. For accounts receivable that have been
      outstanding for less than one year, the Company determines an appropriate
      allowance based on the age of the accounts receivable after consideration of
      any
      specific circumstances.




13


**Inventories**




Inventories
      are stated at the lower of cost or net realizable value. Cost is calculated
      on
      the weighted-average basis and includes all costs to acquire and other costs
      incurred in bring the inventories to their present location and condition.
      The
      Company evaluates the net realizable value of its inventories on a regular
      basis
      and records a provision for loss to reduce the computed weighted-average cost
      if
      it exceeds the net realizable value.




**Income
      Taxes**




The
      Company records a tax provision to reflect the expected tax payable on taxable
      income in the applicable jurisdiction for the period, using tax rates enacted
      or
      substantially enacted at the balance sheet date, and any adjustment to tax
      payable in respect of previous periods. A valuation allowance is provided for
      the amount of deferred tax assets that, based on available evidence, are not
      expected to be realized.




**Impairment
      of Long-Lived Assets**




The
      Company’s long-lived assets consist of property, plant and equipment and certain
      intangible assets. In assessing the impairment of such assets, the Company
      periodically makes assumptions regarding the estimated future cash flows and
      other factors to determine the fair value of the respective assets. If these
      estimates or the related assumptions indicate that the carrying amount may
      not
      be recoverable, the Company records impairment charges for these assets at
      such
      time.




**RESULTS
      OF OPERATIONS**




Three
      Months Ended June 30, 2005 Compared to Three Months Ended June 30,
      2004.




**Sales**




Sales
      increased by $8,162,653 or 83.5% to $17,936,927 for the three months ended
      June
      30, 2005 as compared to $9,774,274 for the three months ended June 30, 2004.
      Sales increased due to the fact that since September 2004, the Company
      implemented new market strategies by boosting selling prices by 15%, creating
      new product packages, introducing new formula lines, moving into new markets
      outside of medium sized urban areas which together resulted in increased sales
      volume and reduced cost of goods sold in proportion to the increase in
      sales.




**Cost
      of Sales**




Cost
      of
      sales for the three months ended June 30, 2005 increased to $8,456,140 from
      $5,212,703 for the three months ended June 30, 2004. The increase in cost of
      sales was a result of increases in purchases of raw materials and other
      ingredients, as well as increases in processing expenses, all in proportion
      to
      the production volume increase.




**Gross
      Profit**




Gross
      profit was $9,480,787 or 52.9% of sales for the three months ended June 30,
      2005, as compared to gross profit of $4,561,571 or 46.7% of sales for the three
      months ended June 30, 2004, an increase of $4,919,216. With sales increasing
      in
      2005 compared to 2004, the Company experienced an increase in both gross profit
      and gross margin, beating the gross margin target of 50% the management set
      for
      its operations for calendar year 2005. It was noteworthy that in the infant
      formula sector the Company’s gross profit margin rose from 38% in 2003 to 53%.
      This increase was primarily a result of increased sales price and reduction
      in
      the unit cost of goods sold.




14


**Selling
      Expenses**




Selling
      expenses decreased by $127,106 to $1,814,977 for the three months ended June
      30,
      2005, as compared to $1,942,083 for the three months ended June 30, 2004. The
      decrease in selling and distribution expenses in 2005 as compared to 2004 was
      a
      result of reduced transportation and management expenses. The major components
      of selling expenses are wages, transportation, and supermarket
      expenses.




**Advertising
      and Sales Promotion**




Advertising
      and sales promotion increased by $1,972,704 or 51.6% to $5,792,981 for the
      three
      months ended June 30, 2005, as compared to $3,820,277 for the three months
      ended
      June 30, 2004 as a result of increased promotional activity expenses. The major
      components of advertising and sales promotion are placement of advertising
      with
      media outlets and points of sale and community promotional
      activities.




**General
      and Administrative Expenses**




General
      and administrative expenses increased by $318,170 or 58.8% to $859,501 for
      the
      three months ended June 30, 2005, as compared to $541,331 for the three months
      ended June 30, 2004, as a result of increased consulting and advisory service
      expenses. The major components of general and administrative expenses are wages,
      depreciation and management expenses.




**Depreciation
      and Amortization Expense**




Depreciation
      and amortization expense included in costs and expenses was $337,558 for the
      three months ended June 30, 2005, as compared to $289,790 for the three months
      ended June 30, 2004, as a result of the acquisition of fixed assets in 2004
      and
      2005 to support increased business activities.




**Income
      from Operations**




As
      a
      result of the aforementioned factors, income from operations was $1,013,328
      for
      the three months ended June 30, 2005, as compared to loss from operations of
      $(1,742,120) for the three months ended June 30, 2004.




**Non-Operating
      Income**




Non-operating
      income was $1,242,038 for the three months ended June 30, 2005, as compared
      to
      $161,205 for the three months ended June 30, 2004.




**Interest
      Expense**




Interest
      expense was $415,286 for the three months ended June 30, 2005, as compared
      to
      $256,083 for the three months ended June 30, 2004.




**Non-Operating
      Expense**




Non-operating
      expense was $89,734 for the three months ended June 30, 2005, as compared to
      $203,023 for the three months ended June 30, 2004.




**Provision
      for Income Taxes**




The
      provision for income taxes, which is computed on a per subsidiary basis, was
      $25,566 and $14,988 for the three months ended June 30, 2005 and 2004,
      respectively.




15


China
      has
      a preferential tax policy for foreign direct investment enterprises that
      provides for income taxes to be cancelled for the first two profitable years.
      Of
      the six consolidated subsidiaries, only one was liable for income taxes, because
      this subsidiary was a domestic company subject to levy at the time of reporting
      period, while the others were all not liable either because of tax holiday
      treatment or because of loss-making status at time of reporting periods.
      Accordingly, for the three months ended June 30, 2005 and 2004, the taxable
      subsidiary incurred a provision for taxes at the rate of 33%.




**Net
      Income**




The
      net
      income for the three months ended June 30, 2005 increased by $3,779,789 or
      183.9% to a net income of $1,724,780 from a net loss of $2,055,009 for the
      three
      months ended June 30, 2004 due to the factors discussed above.




**Six
      Months Ended June 30, 2005 Compared to Six Months Ended June 30,
      2004.**




**Sales**




Sales
      increased by $13,838,314 or 63.4% to $35,653,011 for the six months ended June
      30, 2005 as compared to $21,814,697 for the six months ended June 30, 2004.
      Sales increased due to the fact that since September 2004, the Company
      implemented new market strategies by boosting selling prices by 15%, creating
      new product packages, introducing new formula lines, moving into new markets
      outside of medium sized urban areas which together resulted in increased sales
      volume and reduced cost of goods sold in proportion to the increase in
      sales.




**Cost
      of Sales**




Cost
      of
      sales for the six months ended June 30, 2005 increased to $16,221,955 from
      $11,814,529 for the six months ended June 30, 2004. The increase in cost of
      sales was a result of increase in purchase of raw materials and other
      ingredients, as well as increases in processing expenses, all in proportion
      to
      the production volume increase.




**Gross
      Profit**




Gross
      profit was $19,431,056 or 54.5% of sales for the six months ended June 30,
      2005,
      as compared to gross profit of $10,000,168 or 45.8% of sales for the six months
      ended June 30, 2004, an increase of $9,430,888. With sales increasing in 2005
      compared to 2004, the Company experienced an increase in both gross profit
      and
      gross margin, beating the gross margin target of 50% the management set for
      its
      operations for calendar year 2005. It was noteworthy that in the infant formula
      sector the Company’s gross profit margin rose from 38% in 2003 to 53%. This
      increase was primarily a result of increased sales price and reduction in the
      unit cost of goods sold.




**Selling
      Expenses**




Selling
      expenses increased by $1,713,988 to $6,377,780 for the six months ended June
      30,
      2005, as compared to $4,663,792 for the six months ended June 30, 2004. The
      increase in selling and distribution expenses in 2005 as compared to 2004 was
      a
      result of increased transportation and management expenses. The major components
      of selling expenses are wages, transportation, and supermarket
      expenses.




**Advertising
      and Sales Promotion**




Advertising
      and sales promotion increased by $2,902,906 or 65.8% to $7,312,450 for the
      six
      months ended June 30, 2005, as compared to $4,409,544 for the six months ended
      June 30, 2004 as a result of increased promotional activity expenses. The major
      components of advertising and sales promotion are placement of advertising
      with
      media outlets and points of sale and community promotional
      activities.




16


**General
      and Administrative Expenses**




General
      and administrative expenses increased by $447,084 or 43.3% to $1,478,951 for
      the
      six months ended June 30, 2005, as compared to $1,031,867 for the six months
      ended June 30, 2004, as a result of increased consulting and advisory service
      expenses. The major components of general and administrative expenses are wages,
      depreciation and management expenses.




**Depreciation
      and Amortization Expense**




Depreciation
      and amortization expense included in costs and expenses was $657,239 for the
      six
      months ended June 30, 2005, as compared to $608,067 for the six months ended
      June 30, 2004, as a result of the acquisition of fixed assets in 2004 and 2005
      to support increased business activities.




**Income
      from Operations**




As
      a
      result of the aforementioned factors, income from operations was $4,261,875
      for
      the six months ended June 30, 2005, as compared to loss from operations of
      $105,035 for the six months ended June 30, 2004.




**Non-Operating
      Income**




Non-operating
      income was $1,388,472 for the six months ended June 30, 2005, as compared to
      $184,889 for the six months ended June 30, 2004.




**Interest
      Expense**




Interest
      expense was $643,876 for the six months ended June 30, 2005, as compared to
      $465,693 for the six months ended June 30, 2004.




**Non-Operating
      Expense**




Non-operating
      expense was $153,561 for the six months ended June 30, 2005, as compared to
      $212,855 for the six months ended June 30, 2004.




**Provision
      for Income Taxes**




The
      provision for income taxes, which is computed on a per subsidiary basis, was
      $57,252 and $34,063 for the six months ended June 30, 2005 and 2004,
      respectively.




China
      has
      a preferential tax policy for foreign direct investment enterprises that
      provides for income taxes to be cancelled for the first two profitable years.
      Of
      the six consolidated subsidiaries, only one was liable for income taxes, because
      this subsidiary was a domestic company subject to levy at the time of reporting
      period, while the others were all not liable either because of tax holiday
      treatment or because of loss-making status at time of reporting periods.
      Accordingly, for the six months ended June 30, 2005 and 2004, the taxable
      subsidiary incurred a provision for taxes at the rate of 33%.




**Net
      Income**




The
      net
      income for the six months ended June 30, 2005 increased by $5,428,415 or 858.9%
      to a net income of $4,795,658 from a net loss of $632,757 for the six months
      ended June 30, 2004 due to the factors discussed above.




17


**Financial
      Condition - June 30, 2005:**




**Liquidity
      and Capital Resources:**




**Operating**




The
      Company’s operations generated cash resources of $4,092,435 for the six months
      ended June 30, 2005, as compared to utilizing cash resources of $8,936,231
      for
      the six months ended June 30, 2004, primarily as a result of cash generated
      in
      2005 from sales and decreases to accounts receivable. At June 30, 2005, the
      Company had cash and cash equivalents of $18,942,707 as compared to cash and
      cash equivalents of $15,982,451 at December 31, 2004. The Company had a working
      deficit of $14,796,307 at June 30, 2005, as compared to a working deficit of
      $17,837,239 at December 31, 2004, reflecting current ratios of .723:1 and
      .648:1, respectively. The decline in working deficit by $3,040,931 during the
      six months ended June 30, 2005 was primarily a result of the Company’s net cash
      increase of $2,960,256 from sales receipts.




The
      Company’s net cash from operating activities was ($8,936,231) on June 30, 2004,
      $3,341,905 on December 31, 2004 and $4,092,435 on June 30, 2005, while the
      net
      debts were $50,438,621, $55,494,391, and $58,162,079 respectively. The net
      cash
      over net debt ratios improved over time from -17.72% for June 30, 2004, to
      6.02%
      for December 31, 2004, and to 7.02% for June 30, 2005, improving the Company’s
      credit worthiness.




Since
      2004, growth of the Company’s pretax earnings continues to outpace by an average
      factor of 10 times the interest payments over current liabilities.




The
      company expects that the bank loans and notes payables characterized as current
      liabilities in the financial statements will be routinely extended in their
      terms or automatically renewed annually by the creditors.




Net
      accounts receivable decreased to $1,981,883 at June 30, 2005, as compared to
      $3,085,904 at December 31, 2004, a decrease of $1,104,021 as a result of faster
      collections.




Inventories
      increased to $6,445,632 at June 30, 2005, as compared to $6,263,574 at December
      31, 2004, an increase of $182,058 or 2.9%, primarily as a result of increase
      in
      raw material purchase.




The
      Company anticipates that its working capital resources are adequate to fund
      anticipated costs and expenses for the remainder of the fiscal year ending
      March
      31, 2006 by net cash provided by operating activities (or surplus from operating
      cash flow).




**Investing**




During
      the six months ended June 30, 2005, the Company utilized $3,571,955 in investing
      activities, the major components of which were the acquisition of property
      and
      equipment of $1,268,729, investment in construction in progress of $1,686,057,
      and cash paid to related companies of $635,453. During the six months ended
      June
      30, 2004, the Company utilized $5,625,738 in investing activities, the major
      components of which were the acquisition of property and equipment of
      $1,324,912, investment in construction in progress of $1,629,052 and cash paid
      to related companies of $2,502,091.




**Financing**




During
      the six months ended June 30, 2005, the Company generated $2,410,258 in
      financing activities, the major components of which were proceeds from bank
      loans of $1,208,240, and proceeds from notes payable of $1,697,578. During
      the
      six months ended June 30, 2004, the Company generated $14,077,925 in financing
      activities, the major components of which were cash received from related
      companies of $12,850,153




18


At
      June
      30, 2005, the Company does not have any material commitments for capital
      expenditures or have any transactions, obligations or relationships that could
      be considered off-balance sheet arrangements.




**Inflation
      and Currency Matters:**




In
      the
      most recent decade, the Chinese economy has experienced periods of rapid
      economic growth as well as relatively high rates of inflation, which in turn
      has
      resulted in the periodic adoption by the Chinese government of various
      corrective measures designed to regulate growth and contain inflation. The
      success of the Company depends in substantial part on the continued growth
      and
      development of the Chinese economy.




Foreign
      operations are subject to certain risks inherent in conducting business abroad,
      including price and currency exchange controls, and fluctuations in the relative
      value of currencies. The Company conducts virtually all of its business in
      China
      and, accordingly, the sale of its products is settled primarily in RMB. As
      a
      result, devaluation or currency fluctuation of the RMB against the USD would
      adversely affect the Company’s financial performance when measured in USD.
      Although prior to 1994 the RMB experienced significant devaluation against
      the
      USD, the RMB has remained fairly stable since then. In addition, the RMB is
      not
      freely convertible into foreign currencies, and the ability to convert the
      RMB
      is subject to the availability of foreign currencies. Effective December 1,
      1998, all foreign exchange transactions involving the RMB must take place
      through authorized banks or financial institutions in China at the prevailing
      exchange rates quoted by the People’s Bank of China.




As
      China
      has been admitted as a member of the World Trade Organization, the central
      government of China is expected to adopt a more rigorous approach to partially
      deregulate currency conversion restrictions, which may in turn increase the
      exchange rate fluctuation of the RMB. Should there be any major change in the
      central government’s currency policies, the Company does not believe that such
      an action would have a detrimental effect on the Company’s operations, since the
      Company conducts virtually all of its business in China, and the sale of its
      products is settled in RMB.




Although
      prior to 1994 the RMB experienced significant devaluation against the USD,
      the
      RMB has remained fairly stable since then. The exchange rate was approximately
      US$1.00 to RMB 8.28 at June 30, 2005 and December 31, 2004.




**Quantitative
      and Qualitative Disclosures about Market Risk:**




The
      Company does not have any market risk with respect to such factors as commodity
      prices, equity prices, and other market changes that affect market risk
      sensitive investments. A 10 point basis change in the Company’s average debt
      interest rate would not have a material effect on the Company’s results of
      operations.




With
      respect to foreign currency exchange rates, the Company does not believe that
      a
      devaluation or fluctuation of the RMB against the USD would have a detrimental
      effect on the Company’s operations, since the Company conducts virtually all of
      its business in China, and the sale of its products and the purchase of raw
      materials and services are settled in RMB. The effect of a devaluation or
      fluctuation of the RMB against the USD would affect the Company’s results of
      operations, financial position and cash flows, when presented in USD (based
      on a
      current exchange rate) as compared to RMB.




As
      the
      Company’s debt obligations are primarily short-term in nature, with fixed
      interest rates, the Company does not have any risk from an increase in market
      interest rates. However, to the extent that the Company arranges new borrowings
      in the future, an increase in market interest rates would cause a commensurate
      increase in the interest expense related to such borrowings.




19


**Recent
      Accounting Pronouncements:**




In
      November 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standard (“SFAS”) No. 151 “Inventory Costs -
      an amendment of ARB No. 43, Chapter 4” (“SFAS 151”). This statement amends the
      guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the
      accounting for abnormal amounts of idle facility expense, freight, handling
      costs, and wasted material (spoilage). SFAS 151 requires that those items be
      recognized as current-period charges. In addition, this Statement requires
      that
      allocation of fixed production overheads to costs of conversion be based upon
      the normal capacity of the production facilities. The provisions of SFAS 151
      are
      effective for fiscal years beginning after June 15, 2005. As such, the Company
      is required to adopt these provisions at the beginning of the fiscal year ended
      December 31, 2006. The Company is currently evaluating the impact of SFAS 151
      on
      its consolidated financial statements.




In
      December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”. SFAS No.
      123R revises SFAS No. 123, “Accounting for Stock-Based Compensation” and
      supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS
      No. 123R focuses primarily on the accounting for transactions in which an entity
      obtains employee services in share-based payment transactions. SFAS No. 123R
      requires companies to recognize in the statement of operations the cost of
      employee services received in exchange for awards of equity instruments based
      on
      the grant-date fair value of those awards (with limited exceptions). SFAS No.
      123R is effective as of the first interim or annual reporting period that begins
      after June 15, 2005 for non-small business issuers and after December 15, 2005
      for small business issuers. Accordingly, the Company will adopt SFAS No. 123R
      in
      its quarter ending March 31, 2006. The Company is currently evaluating the
      provisions of SFAS No. 123R and has not yet determined the impact, if any,
      that
      SFAS No. 123R will have on its financial statement presentation or
      disclosures.




20





**SYNUTRA,
                INC.****Rockville,
                MD****CONSOLIDATED
                BALANCE SHEETS****(Unaudited)****June
                30,**
            
            December
                31,**2005**
            
            2004**ASSETS****Current
                Assets**Cash
                and Cash Equivalents
            
            **$**
            **18,942,707**
            
            $
            15,982,451Short
                Term Investment - at Market
            
            
            **49,127**
            
            
            48,789Trade
                Receivables, Net of Provisions
            
            
            **1,981,883**
            
            
            3,085,904Other
                Receivables, Net of Provisions
            
            
            **2,307,626**
            
            
            1,526,230Notes
                Receivable
            
            
            **32,260**
            
            
            210,865Inventory
            
            
            **6,445,632**
            
            
            6,263,574Prepaid
                Expenses
            
            
            **637,790**
            
            
            741,806Due
                from Related Companies
            
            
            **5,315,317**
            
            
            4,679,864Deferred
                Costs
            
            
            **2,820,469**
            
            
            284,708**Total
                Current Assets**
            
            
            **38,532,811**
            
            
            32,824,191**Property,
                Plant and Equipment, Net of Accumulated
                Depreciation**
            
            
            **13,798,085**
            
            
            13,186,595**Other
                Assets**Intangible
                Assets, Net of Accumulated Amortization
            
            
            **311,934**
            
            
            163,695Construction
                In Progress
            
            
            **15,361,024**
            
            
            13,674,967Other
                Assets
            
            
            **1,950**
            
            
            —**Total
                Assets**
            
            **$**
            **68,005,804**
            
            $
            59,849,448




21





**SYNUTRA,
                INC.****Rockville,
                MD****CONSOLIDATED
                BALANCE SHEETS****(Unaudited)****June
                30,**
            
            December
                31,**2005**
            
            2004**LIABILITIES
                AND SHAREHOLDERS’ EQUITY****Current
                Liabilities**Accounts
                Payable
            
            **$**
            **5,403,080**
            
            $
            3,953,138Other
                Payables
            
            
            **3,280,428**
            
            
            4,322,557Notes
                Payable
            
            
            **21,150,245**
            
            
            19,452,667Deposit
                Received from Customers
            
            
            **1,396,714**
            
            
            1,401,190Bank
                Loans
            
            
            **13,508,125**
            
            
            12,299,885Accrued
                Expenses
            
            
            **1,233,880**
            
            
            704,551Due
                to Related Companies
            
            
            **7,356,646**
            
            
            8,527,442**Total
                Current Liabilities**
            
            
            **53,329,118**
            
            
            50,661,430**Long
                Term Liabilities**Bank
                Loans
            
            
            **4,832,961**
            
            
            4,832,961**Total
                Liabilities**
            
            
            **58,162,079**
            
            
            55,494,391**Minority
                Interest**
            
            
            —
            
            
            1,364,710**Shareholders’
                Equity**Registered
                Capital
            
            
            **10,000**
            
            
            10,000Additional
                Paid-in Capital
            
            
            **7,671,394**
            
            
            6,996,158Reserve
            
            
            **45,804**
            
            
            45,804Retained
                Earnings (Deficit)
            
            
            **2,307,807**
            
            
            (3,852,561
            )Accumulated
                Comprehensive Income (Loss)
            
            
            **(191,280**
            **)**
            
            (209,054
            )**Total
                Shareholders’ Equity**
            
            
            **9,843,725**
            
            
            2,990,347**Total
                Liabilities and Shareholders’ Equity**
            
            **$**
            **68,005,804**
            
            $
            59,849,448





22





**SYNUTRA,
                INC.****Rockville,
                MD****CONSOLIDATED
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                (UNAUDITED)**Six
                Months Ended June 30,
            
            Three
                Months Ended June 30,**2005**
            
            2004
            
            **2005**
            
            2004**Sales**
            
            **$**
            **35,653,011**
            
            $
            21,814,697
            
            **$**
            **17,936,927**
            
            $
            9,774,274Cost
                of Sales
            
            
            **16,221,955**
            
            
            11,814,529
            
            
            **8,456,140**
            
            
            5,212,703**Gross
                Profit**
            
            
            **19,431,056**
            
            
            10,000,168
            
            
            **9,480,787**
            
            
            4,561,571Selling
                Expenses
            
            
            **6,377,780**
            
            
            4,663,792
            
            
            **1,814,977**
            
            
            1,942,083Advertising
                and Sales Promotion
            
            
            **7,312,450**
            
            
            4,409,544
            
            
            **5,792,981**
            
            
            3,820,277General
                and Administrative Expenses
            
            
            **1,478,951**
            
            
            1,031,867
            
            
            **859,501**
            
            
            541,331**Income
                (Loss) from Operations**
            
            
            **4,261,875**
            
            
            (105,035
            )
            
            **1,013,328**
            
            
            (1,742,120
            )Other
                Income
            
            
            **1,388,472**
            
            
            184,889
            
            
            **1,242,038**
            
            
            161,205**Other
                Expenses**Interest
                Expense
            
            
            **643,876**
            
            
            465,693
            
            
            **415,286**
            
            
            256,083Other
                Expenses
            
            
            **153,561**
            
            
            212,855
            
            
            **89,734**
            
            
            203,023**Total
                Other Expenses**
            
            
            **797,437**
            
            
            678,548
            
            
            **505,020**
            
            
            459,106**Income
                (Loss) from Operations****Before**
              **Provision
                for Income Taxes**
            
            
            **4,852,910**
            
            
            (598,694
            )
            
            **1,750,346**
            
            
            (2,040,021
            )Income
                Taxes - Current
            
            
            **57,252**
            
            
            34,063
            
            
            **25,566**
            
            
            14,988**Net
                Income (Loss) Before Minority****Interest**
            
            
            **4,795,658**
            
            
            (632,757
            )
            
            **1,724,780**
            
            
            (2,055,009
            )Minority
                Interest
            
            
            **1,364,710**
            
            
            850,980
            
            
            **(576**
            **)**
            
            1,338,944**Net
                Income (Loss)**
            
            
            **6,160,368**
            
            
            218,223
            
            
            **1,724,204**
            
            
            (716,065
            )**Comprehensive
                Income (Loss)**Foreign
                Currency Translation
            
            
            **29,518**
            
            
            441
            
            
            **35,069**
            
            
            —Unrealized
                Loss on Investment
            
            
            **(11,744**
            **)**
            
            (7,177
            )
            
            **(8,192**
            **)**
            
            (12,542
            )**Comprehensive
                Income (Loss)**
            
            **$**
            **6,178,142**
            
            $
            211,487
            
            **$**
            **1,751,081**
            
            $
            (728,607
            )





23


**OVERVIEW**




**Item
      3.     Controls and
      Procedures.**




(a) Evaluation
      of Disclosure Controls and Procedures .




Our
      management evaluated, with the participation of our Chief Executive and
      Financial Officer, the effectiveness of our disclosure controls and procedures
      as of the end of the period covered by this Quarterly Report on Form 10-QSB.
      Based on this evaluation, our Chief Executive and Financial Officer has
      concluded that our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange
      Act)) are inadequate to ensure that information required to be disclosed by
      us
      in reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in SEC rules and
      forms. We are developing a plan to ensure that all information will be recorded,
      processed, summarized and reported on a timely basis. This plan is dependent,
      in
      part, upon reallocation of responsibilities among various personnel, possibly
      hiring additional personnel and additional funding. It should also be noted
      that
      the design of any system of controls is based in part upon certain assumptions
      about the likelihood of future events, and there can be no assurance that any
      design will succeed in achieving its stated goals under all potential future
      conditions, regardless of how remote.


(b)     
        Changes in Internal Controls .


During
      the period covered by the Quarterly Report on Form 10-QSB, there were no
      significant changes in our internal controls over financial reporting or in
      other factors that have materially affected, or are reasonably likely to
      materially affect, our internal controls over financial reporting.






**PART
      II**


**OTHER
      INFORMATION**




**Item
        1.     Legal
        Proceedings.**


None.




**Item
          2.     Changes In
          Securities
          and Small Business Issuer Purchases of Equity
          Securities.**


None.




**Item
          3.     Defaults Upon
          Senior
          Securities.**


None.




**Item
          4.     Submission
          of Matters
          to a Vote of Security Holders.**


None.




**Item
          5.     Other
          Information.**


None.




**Item
          6.     Exhibits.**


31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002


31.2
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002


32.1
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002


32.2
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002




24


**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.






**VORSATECH
                VENTURES, INC.**Dated: August
                22, 2005
            /s/
                Liang ZhangName: Liang
              ZhangTitle:  
                Chief Executive Officer






25