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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2010

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 000-52899

NUTRASTAR INTERNATIONAL INC.(Exact Name of Registrant as Specified in Its Charter)

|Nevada                          | 80-0264950               
|------------------------------- | -------------------------
|(State or other jurisdiction of | (I.R.S. Empl. Ident. No.)
|incorporation or organization)  |                          

7/F Jinhua Mansion 41 Hanguang Street 
Nangang District, Harbin 150080 
Peoples
Republic of China(Address of principal executive offices, Zip Code)

(86) 451-82287746(Registrants
telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 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
o

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes___ No __

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):

|Large accelerated filer
    o                     | Accelerated filer
    o   
|------------------------------------------------- | --------------------------
|                                                  |                           
|Non-accelerated filer
    o                       | Smaller reporting companyx
|(Do not check if a smaller
    reporting company) |                           

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes o           No x

The number of shares outstanding of each of the issuers classes
of common equity, as of May 14, 2010 is as follows:

|Class of Securities            | Shares Outstanding
|------------------------------ | ------------------
|Common stock, $0.001 par value | 14,332,731        

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TABLE OF CONTENTS

|         | PART I                                                                                      | Page
|-------- | ------------------------------------------------------------------------------------------- | ----
|         |                                                                                             |     
|Item 1.  | Financial Statements                                                                        | 1   
|Item 2.  | Managements Discussion and Analysis of
      Financial Condition and Results of Operations | 19  
|Item 3.  | Quantitative and
      Qualitative Disclosures About Market Risk                            | 26  
|Item 4.  | Controls and Procedures                                                                     | 26  
|         |                                                                                             |     
|         | PART II                                                                                     |     
|Item 1.  | Legal Proceedings                                                                           | 26  
|Item 1A. | Risk Factors                                                                                | 26  
|Item 2.  | Unregistered Sales of Equity Securities
      and Use of Proceeds                           | 26  
|Item 3.  | Defaults Upon Senior
      Securities                                                       | 26  
|Item 4.  | [Removed and Reserved]                                                                      | 26  
|Item 5.  | Other Information                                                                           | 27  
|Item 6.  | Exhibits                                                                                    | 27  

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PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(AMOUNTS EXPRESSED IN
US DOLLAR)

|                                                                                                                             |   | March 31    |  |   | December 31 | 
|---------------------------------------------------------------------------------------------------------------------------- | - | ----------- |  | - | ----------- | 
|                                                                                                                             |   | 2010        |  |   | 2009        | 
|                                                                                                                             |   | (Unaudited) |  |   | (Audited)   | 
|ASSETS                                                                                                                       |  
|CURRENT ASSETS                                                                                                               |   |             |  |   |             | 
|Cash and cash equivalents                                                                                                    | $ | 23,289,425  |  | $ | 20,115,677  | 
|Accounts
      receivable, net                                                                                               |   | 367,966     |  |   | 215,486     | 
|Inventories                                                                                                                  |   | 538,700     |  |   | 616,073     | 
|Prepayments and
      other receivables                                                                                      |   | 10,971      |  |   | 251,235     | 
|Total current assets                                                                                                         |   | 24,207,062  |  |   | 21,198,471  | 
|OTHER ASSETS                                                                                                                 |   |             |  |   |             | 
|Intangible assets, net                                                                                                       |   | 2,638,241   |  |   | 2,747,402   | 
|Property, plant
      and equipment, net                                                                                     |   | 10,261,227  |  |   | 10,396,507  | 
|Total assets                                                                                                                 | $ | 37,106,530  |  | $ | 34,342,380  | 
|LIABILITIES
      AND SHAREHOLDERS' EQUITY                                                                                   |  
|CURRENT LIABILITIES                                                                                                          |   |             |  |   |             | 
|Accounts payable                                                                                                             | $ | 55,599      |  | $ | 863         | 
|Other payables and accruals                                                                                                  |   | 430,056     |  |   | 453,504     | 
|Payable for
      intangible asset                                                                                           |   | 878,953     |  |   | 878,709     | 
|Income tax payable                                                                                                           |   | 277,183     |  |   | 319,873     | 
|Due to related
      parties                                                                                                 |   | 49,807      |  |   | 49,794      | 
|Acquisition payable                                                                                                          |   | 8,736,833   |  |   | 8,736,833   | 
|Total
      current liabilities                                                                                              |   | 10,428,431  |  |   | 10,439,576  | 
|Total liabilities                                                                                                            |   | 10,428,431  |  |   | 10,439,576  | 
|COMMITMENTS AND
      CONTINGENCIES (Note 20)                                                                                |   |             |  |   |             | 
|SHAREHOLDERS' EQUITY                                                                                                         |   |             |  |   |             | 
|Preferred Stock, $0.001 par
      value, 1,000,000 shares authorized, none shares issued and outstanding                     |   | -           |  |   | -           | 
|Common stock, $0.001 par value, 190,000,000
      shares authorized, 14,312,731 and 14,297,731 shares issued and outstanding |   | 14,313      |  |   | 14,298      | 
|Additional
      paid-in capital                                                                                             |   | 4,761,251   |  |   | 4,715,891   | 
|Statutory reserves                                                                                                           |   | 1,344,401   |  |   | 1,341,687   | 
|Retained earnings                                                                                                            |   | 19,576,360  |  |   | 16,858,012  | 
|Accumulated other comprehensive
      income                                                                                 |   | 981,774     |  |   | 972,916     | 
|Total
      shareholders' equity                                                                                             |   | 26,678,099  |  |   | 23,902,804  | 
|Total liabilities and
      shareholders' equity                                                                             | $ | 37,106,530  |  | $ | 34,342,380  | 

See accompanying notes to condensed consolidated financial
statements

1

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE
INCOME(UNAUDITED)(AMOUNTS EXPRESSED IN US DOLLAR)

|                                                    |   | For the
      Three Months Ended |  
|--------------------------------------------------- | - | -------------------------------- | -
|                                                    |   | March
      31,                  |  
|                                                    |   | 2010                             |  
|NET REVENUE                                         | $ | 4,768,395                        |  
|Cost of sales                                       |   | (1,056,515                       | )
|GROSS PROFIT                                        |   | 3,711,880                        |  
|Selling expenses                                    |   | (171,718                         | )
|General and
      administrative expenses           |   | (429,786                         | )
|Income from operations                              |   | 3,110,376                        |  
|Other income:                                       |   |                                  |  
|Interest income                                     |   | 33,077                           |  
|Exchange
      gain, net                            |   | 429                              |  
|Other, net                                          |   | -                                |  
|Total
      other income                            |   | 33,506                           |  
|Income before income taxes                          |   | 3,143,882                        |  
|Provision for income
      taxes                    |   | (422,820                         | )
|NET INCOME                                          |   | 2,721,062                        |  
|OTHER COMPREHENSIVE
      INCOME (LOSS):            |   |                                  |  
|Foreign currency translation
      adjustments      |   | 8,858                            |  
|COMPREHENSIVE
      INCOME                          | $ | 2,729,920                        |  
|Earnings per share                                  |   |                                  |  
|Basic                                               | $ | 0.19                             |  
|Diluted                                             | $ | 0.19                             |  
|Weighted average number
      of shares outstanding |   |                                  |  
|Basic                                               |   | 14,312,731                       |  
|Diluted                                             |   | 14,402,412                       |  

See accompanying notes to condensed consolidated financial
statements.

2

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY 
(UNAUDITED)FOR THE THREE MONTHS ENDED MARCH 31, 2010(AMOUNTS EXPRESSED
IN US DOLLAR)

|                                              |  |              |  |       |            |  |       |               |  |       |               |  |   |            |   |       | Accumulated   |  |   |            | 
|--------------------------------------------- |  | ------------ |  | ----- | ---------- |  | ----- | ------------- |  | ----- | ------------- |  | - | ---------- | - | ----- | ------------- |  | - | ---------- | 
|                                              |  | Common Stock |  |       | Additional |  |       |               |  |       |               |  |   | Other      |   |       |               | 
|                                              |  | Number of    |  |       |            |  |       | Paid-in       |  |       | Statutory     |  |   | Retained   |   |       | Comprehensive |  |   |            | 
|                                              |  | shares       |  |       | Amount     |  |       | Capital       |  |       | Reserves      |  |   | Earnings   |   |       | Income        |  |   | Total      | 
|Balance at January 1, 2010
      (Audited)    |  | 14,297,731   |  | $     | 14,298     |  | $     | 4,715,891     |  | $     | 1,341,687     |  | $ | 16,858,012 |   | $     | 972,916       |  | $ | 23,902,804 | 
|Net income                                    |  | -            |  |       |            |  |       |               |  |       | -             |  |   | 2,721,062  |   |       |               |  |   | 2,721,062  | 
|Foreign currency translation
      adjustment |  | -            |  |       |            |  |       |               |  |       | -             |  |   |            |   |       | 8,858         |  |   | 8,858      | 
|Appropriation of statutory reserves           |  | -            |  |       |            |  |       |               |  |       | 2,714         |  |   | (2,714     | ) |       |               |  |   | -          | 
|Share-based payment                           |  | 15,000       |  |       | 15         |  |       | 45,360        |  |       | -             |  |   |            |   |       |               |  |   | 45,375     | 
|Balance at March 31, 2010
      (Unaudited)   |  | 14,312,731   |  | **$** | **14,313** |  | **$** | **4,761,251** |  | **$** | **1,344,401** |  | $ | 19,576,360 |   | **$** | 981,774       |  | $ | 26,678,099 | 

See accompanying notes to condensed consolidated financial
statements.

3

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(UNAUDITED)(AMOUNTS EXPRESSED IN US DOLLAR)

|                                                                                    |   | For the
      Three Months Ended |  
|----------------------------------------------------------------------------------- | - | -------------------------------- | -
|                                                                                    |   | March
      31,                  |  
|                                                                                    |   | 2010                             |  
|CASH FLOWS FROM
      OPERATING ACTIVITIES:                                         |   |                                  |  
|Net income                                                                          | $ | 2,721,062                        |  
|Adjustments to
      reconcile net income to cash provided by operating activities: |   |                                  |  
|Depreciation and amortization                                                       |   | 252,892                          |  
|Share-based compensation expense                                                    |   | 45,375                           |  
|(Increase) decrease in
      assets:                                                |   |                                  |  
|Accounts receivable                                                                 |   | (152,407                         | )
|Prepayments and other receivables                                                   |   | 240,313                          |  
|Inventories                                                                         |   | 77,538                           |  
|Increase (decrease) in
      liabilities:                                           |   |                                  |  
|Accounts payable                                                                    |   | 54,730                           |  
|Other
      payables and accruals                                                   |   | (23,572                          | )
|Income tax payable                                                                  |   | (42,775                          | )
|Due
      to related parties                                                        |   | -                                |  
|Net cash provided by operating activities                                           |   | 3,173,156                        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                               |   |                                  |  
|Purchase of
      property, plant and equipment                                     |   | (4,816                           | )
|Net cash
      used in investing activities                                         |   | (4,816                           | )
|CASH FLOWS FROM
      FINANCING ACTIVITIES:                                         |   |                                  |  
|Repayment of acquisition payable                                                    |   | -                                |  
|Advance from
      related party                                                    |   | -                                |  
|Repayment to related party                                                          |   | (428                             | )
|Net cash provided by (used in) financing activities                                 |   | (428                             | )
|Foreign currency translation adjustment                                             |   | 5,836                            |  
|INCREASE IN CASH AND
      CASH EQUIVALENTS                                         |   | 3,173,748                        |  
|CASH AND CASH EQUIVALENTS, at the
      beginning of the period                     |   | 20,115,677                       |  
|CASH AND CASH
      EQUIVALENTS, at the end of the period                           | $ | 23,289,425                       |  
|NON-CASH TRANSACTIONS                                                               |   |                                  |  
|Share-based
      payments to officer under equity incentive plan                   | $ | 45,375                           |  
|SUPPLEMENTAL DISCLOSURE INFORMATION                                                 |   |                                  |  
|Cash paid for
      income taxes                                                    | $ | 356,550                          |  
|Cash paid for interest                                                              | $ | -                                |  

See accompanying notes to condensed consolidated financial
statements.

4

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 1         DESCRIPTION OF BUSINESS AND
ORGANIZATION

Nutrastar International, Inc. (Nutrastar or the
Company) was incorporated in the State of Nevada on December 22, 2002.
On December 23, 2008, the Company completed a reverse acquisition with New
Zealand WAYNES New Resources Development Co., Ltd. (New Resources). As
a result of the reverse acquisition with New Resources, the Company is no longer
a shell company and active business operations have been revived. Nutrastar
together with its subsidiaries are referred to as the Company.

On May 19, 2009, the Company filed Amended and Restated
Articles of Incorporation with the Nevada Secretary of State to amend the
Companys current Articles of Incorporation to, among other things, (1) change
the name of the Company from YzApp International Inc. to Shuaiyi
International New Resources Development Inc., (2) increase the total number of
shares of common stock that the Company has the authority to issue from
50,000,000 to 190,000,000 shares and (3) effect a one for 114.59 reverse split
of the Companys outstanding common stock (the Reverse Split). The
detailed description of the Amendments is stated in the Companys Form 8-K dated
May 26, 2009.

On January 11, 2010, the Company, filed a Certificate of
Amendment to its Articles of Incorporation with the Secretary of State of the
State of Nevada, pursuant to which the Company further changed its name from
"Shuaiyi International New Resources Development Inc." to "Nutrastar
International Inc.".

As of March 31, 2010, details of the subsidiaries of the
Company are as follows:

|                         |  | Domicile and      |  |   |                 |  |  | Percentage   |  |  |                          | 
|------------------------ |  | ----------------- |  | - | --------------- |  |  | ------------ |  |  | ------------------------ | 
|                         |  | date of           |  |   |                 |  |  | of effective |  |  |                          | 
|Subsidiaries names      |  | incorporation     |  |   | Paid-up capital |  |  | ownership    |  |  | Principal activities     | 
|New Zealand WAYNES      |  | British Virgin    |  | $ | 50,000          |  |  | 100%         |  |  | Holding company of the   | 
|New Resources            |  | Islands           |  |   |                 |  |  |              |  |  | other subsidiaries       | 
|Development Co., Ltd     |  | March 13, 2008    |  |   |                 |  |  |              |  |  |                          | 
|(New Resources)        |  |                   |  |   |                 |  |  |              |  |  |                          | 
|Heilongjiang Shuaiyi New |  | Peoples Republic |  |   | RMB60,000,000   |  |  | 100%         |  |  | Principally engaged in   | 
|Energy Development       |  | of China (PRC)  |  |   |                 |  |  |              |  |  | investment holding       | 
|Co., Ltd (Heilongjiang  |  | July 11, 2006     |  |   |                 |  |  |              |  |  |                          | 
|Shuaiyi)                |  |                   |  |   |                 |  |  |              |  |  |                          | 
|Daqing Shuaiyi Biomass   |  | PRC               |  |   | RMB10,000,000   |  |  | 100%         |  |  | Growing and sales of     | 
|Technology Co., Ltd.     |  | August 8, 2005    |  |   |                 |  |  |              |  |  | Chinese Golden Grass,    | 
|(Daqing Shuaiyi)       |  |                   |  |   |                 |  |  |              |  |  | which is widely used for | 
|                         |  |                   |  |   |                 |  |  |              |  |  | Chinese medicine         | 
|Harbin Shuaiyi Green and |  | PRC               |  |   | RMB1,500,000    |  |  | 100%         |  |  | Sales of agricultural    | 
|Specialty Food Trading   |  | May 18, 2001      |  |   |                 |  |  |              |  |  | products                 | 
|LLP. (Harbin Shuaiyi)  |  |                   |  |   |                 |  |  |              |  |  |                          | 

5

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

NOTE 2         SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

These interim condensed consolidated financial statements are unaudited. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included.
The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have
been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting
principles generally accepted in the United States. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2009.

These condensed consolidated financial statements include the financial statements of Nutrastar and its subsidiaries. All significant inter-company balances or transactions have been eliminated on consolidation.

Reclassification

Certain prior period balances have been reclassified to conform to the current period's financial statement presentation. These reclassifications had no impact on previously reported financial position, results of operations or cash flows.

Research and development costs

Research and development costs are expensed as incurred. For the three months ended March 31, 2010 and 2009, research and development costs were $8,789 and $8,777, respectively.

Advertising costs

The Company expenses all advertising costs as incurred. The total amount of advertising costs charged to selling, general and administrative expense were $21,692 and $1,097 for the three months ended March 31, 2010 and 2009, respectively.

Shipping and handling costs

Costs of shipping and handling of products to customers are included in selling, general and administrative expense. Shipping and handling costs for the three months ended March 31, 2010 and 2009 were insignificant.

6

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 2         SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign currency

The Company uses the United States dollars (U.S. Dollar or
US$ or $) for financial reporting purposes. The PRC subsidiaries within the
Company maintain their books and records in their functional currency, Chinese
Renminbi (RMB), being the lawful currency in the PRC. Assets and liabilities
of the PRC subsidiaries are translated from RMB into US Dollars using the
applicable exchange rates prevailing at the balance sheet date. Items on the
statement of operations are translated at average exchange rates during the
reporting period. Equity accounts are translated at historical rates.
Adjustments resulting from the translation of the Companys financial statements
are recorded as accumulated other comprehensive income.

The exchange rates used to translate amounts in RMB into U.S.
Dollars for the purposes of preparing the consolidated financial statements are
based on the rates as published on the website of Peoples Bank of China and are
as follows:-

|                                                       | March 31, 2010               | December 31, 2009
|------------------------------------------------------ | ---------------------------- | -----------------
|Balance sheet items, except for equity accounts        | US$1=RMB 6.8263              | US$1=RMB6.8282   
|                                                       |                             
|                                                       | Three months ended March 31,
|                                                       | 2010                         | 2009             
|Items in the statements of income and
      cash flows | US$1=RMB 6.8269              | US$1=RMB6.8357   

No representation is made that the RMB amounts could have been,
or could be, converted into U.S. dollars at the above rates. The value of RMB
against U.S. dollars and other currencies may fluctuate and is affected by,
among other things, changes in Chinas political and economic conditions. Any
significant revaluation of RMB may materially affect the Companys results and
financial position in terms of U.S. dollar reporting.

7

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 3         RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2010, the Company adopted the provisions
in ASU 2009-17, Consolidation (ASC Topic 810): Improvements to Financial
Reporting by Enterprises Involved with Variable Interest Entities, which
changes how a company determines when an entity that is insufficiently
capitalized or is not controlled through voting (or similar rights) should be
consolidated. The adoption of the provisions in ASU 2009-17 did not have an
impact on the Companys consolidated financial statements.

Effective January 1, 2010, the Company adopted ASU 2010-01,
Equity (ASC Topic 505): Accounting for Distributions to Shareholders with
Components of Stock and Cash, which clarifies that the stock portion of a
distribution to shareholders that allow them to elect to receive cash or stock
with a potential limitation on the total amount of cash that all shareholders
can elect to receive in the aggregate is considered a share issuance that is
reflected prospectively in earnings per share and is not considered a stock
dividend for purposes of ASC Topic 505 and ASC Topic 260. The adoption of the
provisions in ASU 2010-01 did not have an impact on the Companys consolidated
financial statements.

Effective January 1, 2010, the Company adopted the provisions
in ASU 2010-06, Fair Value Measurements and Disclosures (ASC Topic 820):
Improving Disclosures about Fair Value Measurements, which requires new
disclosures related to transfers in and out of levels 1 and 2 and activity in
level 3 fair value measurements, as well as amends existing disclosure
requirements on level of disaggregation and inputs and valuation techniques. The
adoption of the provisions in ASU 2010-06 did not have an impact on the
Companys consolidated financial statements.

Other accounting standards that have been issued or proposed by
the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the Companys
Consolidated Financial Statements upon adoption.

NOTE 4         FAIR VALUE MEASUREMENTS AND FINANCIAL
INSTRUMENTS

ASC Topic 820, Fair Value Measurement and Disclosures,
defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most
advantageous market for the asset or liability in an orderly transaction between
market participants on the measurement date. This topic also establishes a fair
value hierarchy which requires classification based on observable and
unobservable inputs when measuring fair value. The fair value hierarchy
distinguishes between assumptions based on market data (observable inputs) and
an entitys own assumptions (unobservable inputs). The hierarchy consists of
three levels:

|Level one    | Quoted market prices in active markets
      for identical assets or liabilities;                                                                                                        
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level two    | Inputs other than level one inputs that
      are either directly or indirectly observable; and                                                                                          
|Level three  | Unobservable inputs developed using estimates
      and assumptions, which are developed by the reporting entity and reflect
      those assumptions that a market participant would use.

Determining which category an asset or liability falls within
the hierarchy requires significant judgment. The Company evaluates its hierarchy
disclosures each quarter.

There were no assets or liabilities measured at fair value on a
non-recurring basis as of March 31, 2010 or December 31, 2009.

The carrying values of cash and cash equivalents, trade and
other receivables and payables approximate their fair values due to the short
maturities of these instruments.

8

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NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 5 ACCOUNTS RECEIVABLE,
      NET

Accounts receivable
      consisted of the following:

|                                            |  |   | March 31    |  |   | December 31 | 
|------------------------------------------- |  | - | ----------- |  | - | ----------- | 
|                                            |  |   | 2010        |  |   | 2009        | 
|                                            |  |   | (Unaudited) |  |   | (Audited)   | 
|Accounts receivable                         |  | $ | 367,966     |  | $ | 215,486     | 
|Less: Allowance for doubtful
      accounts |  |   | -           |  |   | -           | 
|Accounts receivable,
      net              |  | $ | 367,966     |  | $ | 215,486     | 

NOTE 6 INVENTORIES

Inventories by major
      categories are summarized as follows:

|                 |  |   | March 31    |  |   | December 31 | 
|---------------- |  | - | ----------- |  | - | ----------- | 
|                 |  |   | 2010        |  |   | 2009        | 
|                 |  |   | (Unaudited) |  |   | (Audited)   | 
|Raw materials    |  | $ | 161,660     |  | $ | 183,934     | 
|Work in progress |  |   | 195,701     |  |   | 294,983     | 
|Finished goods   |  |   | 181,339     |  |   | 137,156     | 
|Total            |  | $ | 538,700     |  | $ | 616,073     | 

NOTE 7 PREPAYMENTS AND OTHER
      RECEIVABLES

Prepayments and other
      receivables consist of the following:

|                                               |  |   | March 31    |  |   | December 31 | 
|---------------------------------------------- |  | - | ----------- |  | - | ----------- | 
|                                               |  |   | 2010        |  |   | 2009        | 
|                                               |  |   | (Unaudited) |  |   | (Audited)   | 
|Prepayments                                    |  | $ | 2,035       |  | $ | 12,812      | 
|Other receivables, net of
      $nil allowance |  |   | 8,936       |  |   | 238,423     | 
|                                               |  | $ | 10,971      |  | $ | 251,235     | 

9

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 8         INTANGIBLE ASSETS,
NET

Intangible assets, net consisted of the following:

|                                              |   | March 31    |   |   | December 31 |  
|--------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                              |   | 2010        |   |   | 2009        |  
|                                              |   | (Unaudited) |   |   | (Audited)   |  
|Computer software, cost                       | $ | 1,455       |   | $ | 1,454       |  
|Exclusive right to use a secret process, cost |   | 4,396,533   |   |   | 4,395,309   |  
|Less: Accumulated amortization                |   | (1,759,747  | ) |   | (1,649,361  | )
|                                              | $ | 2,638,241   |   | $ | 2,747,402   |  

In April 2006, the Company purchased from a third party a
ten-year exclusive right to use a secret process and method in the cultivation
and growing of Chinese Golden Grass, which is widely used for Chinese medicine,
for a cash consideration of RMB30,000,000, payable over five years. The
exclusive right is amortized over its term of ten years using the straight-line
method.

Amortization expenses for the three months ended March 31, 2010
and 2009 were $109,915 and $109,774, respectively.

NOTE 9         PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net
      consisted of the following:

|                               |   | March 31    |   |   | December 31 |  
|------------------------------ | - | ----------- | - | - | ----------- | -
|                               |   | 2010        |   |   | 2009        |  
|                               |   | (Unaudited) |   |   | (Audited)   |  
|Cost:                          |   |             |   |   |             |  
|Buildings                      | $ | 11,675,653  |   | $ | 11,672,404  |  
|Office equipment               |   | 20,085      |   |   | 15,264      |  
|Machinery                      |   | 128,321     |   |   | 128,286     |  
|Motor vehicles                 |   | 54,857      |   |   | 54,842      |  
|Total cost                     |   | 11,878,916  |   |   | 11,870,796  |  
|Less: Accumulated depreciation |   | (1,617,689  | ) |   | (1,474,289  | )
|Net book value                 | $ | 10,261,227  |   | $ | 10,396,507  |  

Depreciation expenses for the three months ended March 31, 2010
and 2009 were $142,977 and $142,753, respectively

10

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 10         OTHER PAYABLES AND
      ACCRUALS

Other payables and accruals consisted
      of the following:

|                      |   | March 31    |  |   | December 31 | 
|--------------------- | - | ----------- |  | - | ----------- | 
|                      |   | 2010        |  |   | 2009        | 
|                      |   | (Unaudited) |  |   | (Audited)   | 
|Accrued staff costs   | $ | 418,952     |  | $ | 370,395     | 
|Advance from customer |   | 3,983       |  |   | -           | 
|Other taxes payable   |   | 1,962       |  |   | 25,030      | 
|Other payables        |   | 5,159       |  |   | 58,079      | 
|                      | $ | 430,056     |  | $ | 453,504     | 

**NOTE 11         PAYABLE FOR INTANGIBLES**

As described in Note 8, the Company purchased an exclusive
right from an independent party for a secret process and method for a stated
value of RMB30,000,000 payable over 5 years from the date of purchase. The
agreement provides that all payments by the Company for the secret process and
method will be refundable if the secret process and method proves ineffective.
Under ASC Subtopic 835-30, Imputation of Interest (formerly APB 21, Interest
on Receivables and Payables), the payable for intangibles are stated without
imputed interest as the noninterest factor fairly represents the warranty for
performance.

The following table presents the amounts payable for the next
five years and thereafter:

|                                                |   | (Unaudited) | 
|----------------------------------------------- | - | ----------- | 
|Reminder of year ending
      December 31, 2010 | $ | 878,953     | 
|2011 and thereafter                             |   | -           | 
|Total                                           |   | 878,953     | 
|Current portion                                 |   | 878,953     | 
|Non-current
      portion                       | $ | -           | 

**NOTE 12         ACQUISITION PAYABLE**

The acquisition payable represents the transfer price of
RMB60,000,000, equivalent to USD 8,736,833, payable by New Resources for the
acquisition of 100% equity interest in Heilongjiang Shuaiyi, as further
discussed in Note 20, the acquisition payable is due for payment in full on or
before June 30, 2010 by New Resources to the Shuaiyi Founders who are also
shareholders of the Company. See Note 18(b).

11

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 13         STATUTORY RESERVES

In accordance with the PRC Companies Law, the Companys PRC
subsidiaries were required to transfer 10% of their profits after tax, as
determined in accordance with accounting standards and regulations of the PRC,
to the statutory surplus reserve and a percentage of not less than 5%, as
determined by management, of the profits after tax to the public welfare fund.
However, the Companys PRC subsidiaries were not required to transfer any profit
after tax to the statutory surplus reserve only after the accumulated statutory
surplus reserves reached 50% of registered capital of the Companys PRC
subsidiaries. With the amendment of the PRC Companies Law which was effective
from January 1, 2006, enterprises in the PRC were no longer required to transfer
any profit to the public welfare fund. Any balance of public welfare fund
brought forward from December 31, 2005 should be transferred to the statutory
surplus reserve. The statutory surplus reserve is non-distributable.

NOTE 14COMMON STOCK PURCHASE
WARRANTS

Warrants issued and outstanding at March 31, 2010, and changes
during the three months then ended, are as follows:

|                                                |  |            |  |   | Weighted |  |  | Average          | 
|----------------------------------------------- |  | ---------- |  | - | -------- |  |  | ---------------- | 
|                                                |  | Number of  |  |   | Average  |  |  | Remaining        | 
|                                                |  | underlying |  |   | Exercise |  |  | Contractual Life | 
|                                                |  | shares     |  |   | Price    |  |  | (years)          | 
|Outstanding at December 31, 2009                |  | 500,000    |  | $ | 3.63     |  |  | 2.96             | 
|Granted                                         |  | -          |  |   | -        |  |  |                  | 
|Forfeited                                       |  | -          |  |   |          |  |  |                  | 
|Exercised                                       |  | -          |  |   | -        |  |  |                  | 
|Outstanding at March 31, 2010
      (Unaudited) |  | 500,000    |  | $ | 3.63     |  |  | 2.71             | 
|Exercisable at March 31, 2010 (Unaudited)       |  | 500,000    |  | $ | 3.63     |  |  | 2.71             | 

NOTE 15SHARE-BASED COMPENSATION

On January 1, 2010, the Company entered into a stock option
agreement with Mr. Daniel K. Lee (Mr. Lee), the Chief Financial Officer of the
Company, under the Companys 2009 Equity Incentive Plan. Pursuant to the terms
of the Stock Option Agreement, Mr. Lee was granted options (the "Options") to
purchase an aggregate 250,000 shares of common stock of the Company, among
which, an option to purchase 100,000 shares will be vested in 2011 with an
exercise price of $7.00 per share, an option to purchase 100,000 shares will be
vested in 2012 with an exercise price of $10.00 per share and an option to
purchase 50,000 shares will be vested in 2013 with an exercise price of $10.00
per share. Each of the Options expires three years after its respective vesting
date.

12

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 15         SHARE-BASED COMPENSATION (continued)

According to the Stock Option Agreement, in the event Mr. Lees
employment with the Company is terminated for any reason except for death or
disability, he may exercise the Options only to the extent that the Options
would have been exercisable on the termination date and no later than three
months after the termination date. If Mr. Lees employment is terminated because
of his death or disability, the Options may be exercised only to the extent that
such Options would have been exercisable by Mr. Lee on the termination date and
must be exercised by Mr. Lee no later than twelve months after the termination
date. If Mr. Lee is terminated for cause, the Options will terminate
immediately. In no event will the Options be exercised later than December 31,
2015.

On May 5, 2010, Mr. Lee resigned as the Chief Financial Officer
and Treasurer of the Company, effectively immediately.

No expense has been recognized related to the Options which
were forfeited because the requisite service for the Options has not been
rendered.

On January 1, 2010, the Company also entered into a restricted
shares grant agreement (the "Restricted Shares Grant Agreement") under the
Companys 2009 Equity Incentive Plan with Mr. Lee. Pursuant to the terms of the
Restricted Shares Grant Agreement, the Company granted to Mr. Lee 140,000
restricted shares of the Companys common stock subject to the vesting schedule
therein. If Mr. Lees service with the Company ceases for any reason other than
Mr. Lees (a) death, (b) Disability, (c) Retirement, or (d) termination by the
Company without cause, any nonvested restricted shares will be automatically
forfeited to the Company.

The Restricted Share vests under the following schedule:

|Number of Shares | Vesting Date   
|---------------- | ---------------
|15,000           | January 1, 2010
|20,000           | April 1, 2010  
|35,000           | July 1, 2010   
|35,000           | January 1, 2011
|35,000           | July 1, 2011   

As a result of the resignation of Mr. Lee, his employment
agreement with the Company, dated November 16, 2009, the stock option agreement
with the Company, dated January 1, 2010, and the restricted shares grant
agreement with the Company, dated January 1, 2010 were terminated, effective on
May 5, 2010. In addition, upon his resignation, the unvested 105,000 restricted
shares and the unvested options to purchase 250,000 shares of the Company's
common stock granted to Mr. Lee were cancelled.

The Company recognizes compensation cost for an award with only
service conditions that has a graded vesting schedule on a straight-line basis
over the requisite service period for the entire award, provided that the
compensation cost recognized at any date must at least equal the portion of the
grant-date value of the award that is vested at that date. No compensation cost
is recognized for instruments that employees forfeit because a service condition
or a performance condition is not satisfied.

Accordingly, the Company recognized a compensation expense of
$45,375, related to the restricted shares granted to Mr. Lee, which vested
before his resignation, for the three months ended March 31, 2010, based on the
estimated grant-date fair value of $3.025 of the Companys common stock.

Before January 1, 2010, the Companys common stock had scarcely
been traded. The Company has determined the fair value of its common stock as of
January 1, 2010 based on the volume weighted average of the fair value of the
Companys common stock issued in the private placement of shares and warrants to
unaffiliated investors on December 17, 2009 and the closing prices of Companys
common stock traded during January 2010.

13

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 16         EARNINGS PER SHARE

The following table is a reconciliation of the net income and
the weighted average shares used in the computation of basic and diluted
earnings per share for the periods presented:

|                                               |   | For the Three months
      ended | 
|---------------------------------------------- | - | -------------------------------- | 
|                                               |   | March 31,                        | 
|                                               |   | 2010                             | 
|                                               |   | (Unaudited)                      | 
|Income available to common
      stockholders: |   |                                  | 
|- Basic                                        | $ | 2,721,062                        | 
|- Diluted                                      | $ | 2,721,062                        | 
|Weighted average number of shares:             |   |                                  | 
|- Basic                                        |   | 14,312,731                       | 
|- Effect of dilutive warrants and options      |   | 89,681                           | 
|- Diluted                                      |   | 14,402,412                       | 
|Net income per share                           |   |                                  | 
|- Basic                                        | $ | 0.19                             | 
|- Diluted                                      | $ | 0.19                             | 

As discussed in Note 1, the Company effected a 1-for-114.59
Reverse Split of its common stock. The weighted average number of shares for the
purposes of calculating the earnings per share has been retroactively adjusted
as if the Reverse Split took effect as of the beginning of the earliest period
presented.

NOTE 17INCOME TAXES

The Companys income tax expense consisted of:

|                                                |   | For the Three Months
      Ended |  
|----------------------------------------------- | - | -------------------------------- | -
|                                                |   | March 31,                        |  
|                                                |   | 2010                             |  
|                                                |   | (Unaudited)                      |  
|Current income tax  PRC                        | $ | 422,820                          |  
|Deferred                                        |   | -                                |  
|Income tax expenses                             | $ | 422,820                          |  
|The Company had deferred tax assets as follows: |   |                                  |  
|                                                |   | March 31,                        |  
|                                                |   | 2010                             |  
|                                                |   | (Unaudited)                      |  
|Net operating losses carried forward            | $ | 370,639                          |  
|Less: Valuation allowance                       |   | (370,639                         | )
|Net deferred tax assets                         | $ | -                                |  

As of March 31, 2010 and December 31, 2009, the Company did not
have any other significant temporary differences and carry forwards that may
result in deferred tax.

14

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 18         RELATED PARTY TRANSACTIONS

|(a)     Due to related parties                                              |   |             |  |   |             | 
|--------------------------------------------------------------------------- | - | ----------- |  | - | ----------- | 
|                                                                            |   | March 31    |  |   | December 31 | 
|                                                                            |   | 2010        |  |   | 2009        | 
|                                                                            |   | (Unaudited) |  |   | (Audited)   | 
|Due to Ms. Lianyun Han, Chairperson, CEO
      and President of the Company | $ | 49,807      |  | $ | 49,794      | 

The amount due to Ms. Lianyun Han was non-interest bearing,
unsecured and without fixed repayment date.

(b)     Acquisition payable

The acquisition payable arose from the Equity Transfer
Agreement which formed part of the restructuring of Heilongjiang Shuaiyi in July
2008, pursuant to which New Resources acquired 100% equity interest in
Heilongjiang Shuaiyi from Ms. Lianyun Han, Chairperson, CEO and President of the
Company, and other individual shareholders (collectively the Shuaiyi
Founders).

As part of the restructuring plan, Heilongjiang Shuaiyi entered
into separate loan agreements dated December 8, 2008, as amended on February 12,
2009, and promissory notes with the Shuaiyi Founders, pursuant to which, the
Shuaiyi Founders have agreed to lend to Heilongjiang Shuaiyi a loan in the
aggregate amount of RMB60,000,000 (approximately $8.8 million, Subordinated
Loan). The amount of the Subordinated Loan exactly equals to the transfer
price payable to the Shuaiyi Founders by New Resources for the acquisition of
Heilongjiang Shuaiyi in compliance with regulatory requirements of the PRC. The
Subordinated Loan ranks behind all other debts of Heilongjiang Shuaiyi, bears no
interest and is only repayable after 10 years, in successive equal yearly
payments beginning on the tenth anniversary of the Notes, December 8, 2018, and
within the first month of each year thereafter. The final payment will be due on
January 1, 2028.

According to the PRC rules and regulations, New Resources is
required to settle the transfer price for acquisition of Heilongjiang Shuaiyi by
way of remittance of the RMB60,000,000 to Shuaiyi Founders within three months
from the issue of the new business license. However, New Resources has obtained
the approval of the relevant business bureau for the extension of the time to
one year until December 1, 2009. On January 4, 2010, the relevant PRC regulatory
agency further extended the payment due date to June 30, 2010. As of March 31,
2020, New Resources had only paid $50,269 of the transfer price and,
accordingly, the corresponding Subordinated Loan has not been drawn yet.

The acquisition payable due to the Shuaiyi Founders
comprised:

|                                                                                               |   | March 31    |  |   | December 31 | 
|---------------------------------------------------------------------------------------------- | - | ----------- |  | - | ----------- | 
|                                                                                               |   | 2010        |  |   | 2009        | 
|                                                                                               |   | (Unaudited) |  |   | (Audited)   | 
|Ms. Lianyun Han, Chairperson, CEO
      and President of the Company                           | $ | 5,951,326   |  | $ | 5,951,326   | 
|Ms. Nana Jiang, director of the Company                                                        |   | 278,551     |  |   | 278,551     | 
|Mr. Chunming Zhang , director of the
      Company                                             |   | 351,484     |  |   | 351,484     | 
|Mr. Weihan Zhang, director of a subsidiary of the Company
      and the son of Ms. Lianyun Han |   | 439,354     |  |   | 439,354     | 
|Family members of Ms. Lianyun Han                                                              |   | 878,708     |  |   | 878,708     | 
|Other Shuaiyi Founders                                                                         |   | 837,410     |  |   | 837,410     | 
|Total                                                                                          | $ | 8,736,833   |  | $ | 8,736,833   | 

15

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

NOTE 18         RELATED PARTY TRANSACTIONS (continued)

(c)     Purchase of goods

For the three months ended March 31, 2010 and 2009, the Company purchased rice amounting to $nil and $395,702, respectively, from Heilongjiang Shuaiyi Technology Development Co., Ltd. (Shuaiyi Technology). Shuaiyi Technology and
the Company are under common control and management.

(d)     Lease of land

For the three months ended March 31, 2010 and 2009, the Company paid rental expense of $2,252 and $2,249 for land to Shuaiyi Technology.

NOTE 19CONCENTRATION OF CREDIT RISK

As of March 31, 2010 and December 31, 2009, 100% of the Companys cash included cash on hand and deposits in accounts maintained within the PRC where there is currently no rule or regulation in place for obligatory insurance to cover bank
deposits in the event of bank failure. However, the Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts

For the three months ended March 31, 2010 and 2009, all of the Companys sales arose in the PRC. In addition, all accounts receivable as of March 31, 2010 and December 31, 2009 also arose in the PRC.

Except for one customer who accounted for 41.4% of the Companys revenue for the three months ended March 31, 2010, there was no other single customer who accounted for more than 10% of the Companys revenue for the three months ended
March 31, 2010 or 2009.

As of March 31, 2010, five customers accounted for 24%, 21%, 14%, 12% and 10% of total accounts receivable of the Company. As of December 31, 2009, five customers accounted for 18%, 13%, 12%, 12% and 12% of accounts receivable of the Company. Except
as disclosed, no other customer accounted for 10% or more of the Companys accounts receivable as of March 31, 2010 or December 31, 2009.

16

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)NOTE 20COMMITMENTS
AND CONTINGENCIES

(a)     Operating leases

The Company has entered into tenancy agreements for the leases
of exhibition hall and land with a third party and a related company, Shuaiyi
Technology (see Note 18(d)), respectively, for the purposes of the operation of
its subsidiaries. The Companys commitments for minimum lease payments under
these operating leases for the next five years and thereafter as of March 31,
2010 are as follows:

|                                                        |   | (Unaudited) | 
|------------------------------------------------------- | - | ----------- | 
|Remainder of fiscal year ending
      December 31, 2010 | $ | 26,824      | 
|Fiscal year ending December 31, 2011                    |   | 9,008       | 
|Fiscal year ending December 31, 2012                    |   | 9,008       | 
|Fiscal year ending December 31, 2013                    |   | 9,008       | 
|Fiscal year ending December 31, 2014                    |   | 9,008       | 
|Thereafter                                              |   | 117,110     | 
|Total                                                   | $ | 179,966     | 

(b)     PRC employee costs

According to the prevailing laws and regulations of the PRC,
the Companys subsidiaries in the PRC are required to cover its employees with
medical, retirement and unemployment insurance programs. Management believes
that due to the transient nature of its employees, they do not need to provide
all employees with such social insurances, and have not paid the social
insurances for all employees.

In the event that any current or former employee files a
complaint with the PRC government, the Company's subsidiaries may be subject to
making up the social insurances as well as administrative fines. As the Company
believes that these fines would not be material, no provision has been made in
this regard.

(c)     Transfer price for equity interest in Heilongjiang Shuaiyi

On July 28, 2008, the Companys subsidiary, New Resources
entered into an equity transfer agreement with the Shuaiyi Founders to acquire
all of their equity interests in Heilongjiang Shuaiyi for RMB60,000,000
(approximately $8.8 million). A new business license was issued to Heilongjiang
Shuaiyi on December 1, 2008. According to PRC merger and acquisition rules, the
equity interest transfer price should be paid in full within three months
commencing from the issuance of the new business license to Heilongjiang
Shuaiyi. If the transfer price is not paid by this date, the Company may apply
to the relevant PRC business bureau for an extension of up to one year from the
date of the issuance of the license; provided, however, that 60% of the transfer
price will be required to be paid within six months from such date. However, if
the Company is unable to make the payment for the transfer price by the March 1,
2009 or extended deadline and the relevant PRC business bureau does not grant
the Company additional time to make the payment, the Company may be subject to
fines or penalties imposed by the PRC business bureau. In addition, the Company
may not be permitted to exercise any decision-making rights as a shareholder in
Heilongjiang Shuaiyi or to consolidate Heilongjiang Shuaiyi's financial results
into the Companys financial statements.

On March 10, 2009, New Resources obtained the approval from the
relevant PRC business bureau for the extension of time allowed for the payment
of the transfer price to one year until December 1, 2009. On January 4, 2010,
the relevant PRC regulatory agency further extended the payment due date to June
30, 2010. The Company has engaged financial advisors with a view to raising
additional capital for the Company. The Company believes that it will be able to
make the payment for the transfer price within the time allowed by the relevant
PRC business bureau and therefore has not accrued any amount related to this
contingency. However, there can be no assurance that the Company will be
successful in raising sufficient capital for the purpose of the payment of the
transfer price to the Shuaiyi Founders.

17

---

NUTRASTAR INTERNATIONAL INC. AND SUBSIDIARIESNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

NOTE 21SEGMENT INFORMATION

The Company operates in two business segments identified by
product, Chinese Golden Grass and other agricultural products. The Chinese
Caterpillar Fungus segment consists of the growing and sales of Chinese Golden
Grass, which business is conducted through the Companys subsidiary, Daqing
Shuaiyi. The other agricultural products segment consists of the sales of rice,
flour and silage corn etc, agricultural products which business is mainly
conducted through the Companys subsidiary, Harbin Shuaiyi.

Throughout the three months ended March 31, 2010 and 2009, all
of the Companys operations were carried out in one geographical segment -
China.

The Companys segment revenue and results for the three months
ended March 31, 2010 and 2009 are as follows:

|                                        |  |   | Chinese     |  |   | Other        |  |   |             |   |   |              | 
|--------------------------------------- |  | - | ----------- |  | - | ------------ |  | - | ----------- | - | - | ------------ | 
|                                        |  |   | Golden      |  |   | Agricultural |  |   | Corporate   |   |   |              | 
|Three months ended March 31, 2010       |  |   | Grass       |  |   | Products     |  |   | unallocated |   |   | Consolidated | 
|                                        |  |   | (Unaudited) |  |   | (Unaudited)  |  |   | (Unaudited) |   |   | (Unaudited)  | 
|Segment revenue from external customers |  | $ | 4,265,043   |  | $ | 503,352      |  | $ | -           |   | $ | 4,768,395    | 
|Segment profit (loss)                   |  | $ | 3,300,048   |  | $ | 48,253       |  | $ | (204,419    | ) | $ | 3,143,882    | 
|Income before income taxes              |  |   |             |  |   |              |  |   |             |   | $ | 3,143,882    | 
|Other segment information:              |  |   |             |  |   |              |  |   |             |   |   |              | 
|Depreciation and
      amortization     |  | $ | 250,463     |  | $ | 1,460        |  | $ | 969         |   | $ | 252,892      | 
|Expenditure for segment
      assets    |  | $ | 4,526       |  | $ | -            |  | $ | 290         |   | $ | 4,816        | 
|                                        |  |   |             |  |   |              |  |   |             |   |   |              | 
|                                        |  |   | Chinese     |  |   | Other        |  |   |             |   |   |              | 
|                                        |  |   | Golden      |  |   | Agricultural |  |   | Corporate   |   |   |              | 
|Three months ended March 31, 2009       |  |   | Grass       |  |   | Products     |  |   | unallocated |   |   | Consolidated | 
|                                        |  |   | (Unaudited) |  |   | (Unaudited)  |  |   | (Unaudited) |   |   | (Unaudited)  | 
|Segment revenue from external customers |  | $ | 2,900,846   |  | $ | 1,741,878    |  | $ | -           |   | $ | 4,642,724    | 
|Segment profit (loss)                   |  | $ | 2,080,125   |  | $ | 485,220      |  | $ | (78,884     | ) | $ | 2,486,461    | 
|Income before income taxes              |  |   |             |  |   |              |  |   |             |   | $ | 2,486,461    | 
|Other segment information:              |  |   |             |  |   |              |  |   |             |   |   |              | 
|Depreciation and
      amortization     |  | $ | 249,877     |  | $ | 1,963        |  | $ | 687         |   | $ | 252,527      | 
|Expenditure for segment
      assets    |  | $ | -           |  | $ | -            |  | $ | -           |   | $ |              | 

18

---

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q, including the following Managements Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that are based on the beliefs of our management,
and involve risks and uncertainties, as well as assumptions, that, if they ever materialize or prove incorrect, could cause actual results to differ materially from those expressed or implied by such forward-looking statements. The words
believe, expect, anticipate, project, targets, optimistic, intend, aim, will or similar expressions are intended to identify forward-looking
statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements regarding new and existing products, technologies and opportunities; statements regarding
market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future
operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in China; and any statements of belief or intention. As such, they are subject to risks and uncertainties that could cause
our results to differ materially from those expressed or implied by such forward looking statements. Such risks and uncertainties include any of the factors and risks mentioned in the Risk Factors sections of the Quarter Report and our
Annual Report on Form 10-K for the year ended December 31, 2009 and subsequent SEC filings, and any statements of assumptions underlying any of the foregoing. All forward-looking statements included in this report are based on information available
to us on the date of this report. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.

Certain Terms

Except as otherwise indicated by the context,

- Nutrastar, we, us, our company and our refer to the combined business of Nutrastar International Inc., a Nevada corporation, and/or its consolidated subsidiaries, as the case may be;
- New Resources refers to New Zealand WAYNEs New Resources Development Co., Ltd., our direct, wholly-owned subsidiary, a BVI corporation;
- Heilongjiang Shuaiyi refers to Heilongjiang Shuaiyi New Energy Development Co., Ltd. our indirect, wholly-owned subsidiary, a Chinese corporation;
- Daqing Shuaiyi refers to Daqing Shuaiyi Biotech Co., Ltd., our indirect, wholly-owned subsidiary, a Chinese corporation;
- Harbin Shuaiyi refers to Harbin Shuaiyi Green & Specialty Food Trading LLC, our indirect, wholly-owned subsidiary, a Chinese corporation;
- BVI refers to the British Virgin Islands;
- China, Chinese and PRC, refer to the Peoples Republic of China;
- Renminbi and RMB refer to the legal currency of China;
- U.S. dollars, dollars and $ refer to the legal currency of the United States;
- SEC refers to the United States Securities and Exchange Commission;
- Securities Act refers to the Securities Act of 1933, as amended; and
- Exchange Act refers to the Securities Exchange Act of 1934, as amended.

Effective May 19, 2009, we implemented a 1-for-114.59 reverse stock split of issued and outstanding shares of our common stock. Except where specifically indicated, all common share information (including information related to warrants to purchase
common stock) has been restated to reflect the 1-for-114.59 reverse split.

Overview of Our Business

We are a holding company that operates through our indirectly owned subsidiary Heilongjiang Shuaiyi, a leading grower and producer of Cordyceps Militaris, or Chinese Golden Grass in China. We specialize in developing, processing,
marketing and distributing a variety of agricultural and nutraceutical products consisting of Chinese Golden Grass, organic and specialty food products. In addition,
we plan to produce and market other products developed from Cordyceps Militaris
within the coming months and years, including specialty beverage products.

19

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Our primary product is Chinese Golden Grass, which is developed
from Cordyceps Militaris. Cordyceps Militaris is a species of parasitic fungus
that is typically found in north-eastern mountainous China. It is a precious
ingredient in traditional Chinese medicine, as Cordyceps Militaris is widely
believed in China to offer high medical and health benefits by nourishing the
yin,boosting the yang,and invigorating the meridians of the
lungs and kidneys. Through several years of laboratory tests, we developed the
technology to commercially grow and produce Cordyceps Militaris in 2006. We
generated 89.44% and 62.49% of our revenues from Chinese Golden Grass for the
three months ended March 31, 2010 and 2009, respectively. We believe that we own
19% of the market share in the cultivated Chinese Golden Grass industry. We plan
to continue to focus on Chinese Golden Grass, which is our fastest growing
product line with the greatest market demand and a significantly high profit
margin.

We also sell organic and specialty food products through our
subsidiary, Harbin Shuaiyi, which was formed in 2001. After years of
development, we believe that we have become the largest wholesale distributor of
organic and specialty food in Heilongjiang Province, China.

First Quarter Financial Performance
Highlights

We continued to experience strong demand for our products and
services during the first quarter of 2010, which resulted in continued growth in
our revenues and net income.

The following are some financial highlights for the first
quarter of 2010:

- Revenues: Our revenues were approximately $4.77 million for the first
  quarter of 2010, an increase of 2.7% from the same quarter of last year.
- Gross Margin: Gross margin was 77.9% for the first quarter of 2010, as
  compared to 62.2% for the same period in 2009.
- Operating Profit: Operating profit was approximately $3.11 million for the
  first quarter of 2010, an increase of 25.9% from $2.47 million of the same
  period last year.
- Net Income: Net income was approximately $2.72 million for the first
  quarter of 2010, an increase of 25.3% from the same period of last year.
- Fully diluted earnings per share was $0.19 for the first quarter of 2010.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2010 Compared to Three
Months Ended March 31, 2009

The following table sets forth key components of our results of
operations for the periods indicated, both in dollars and as a percentage of our
revenue.

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|                   |  |                    |   |  |                    | 
|------------------ |  | ------------------ | - |  | ------------------ | 
|                   |  | Three Months Ended |   |  | Three Months Ended | 
|                   |  | March 31, 2010     |   |  | March 31, 2009     | 
|                   |  |                    |   |  | As a               | 
|                   |  |                    |   |  | percentage of      | 
|                   |  | In Thousands       |   |  | revenues           | 
|Revenues           |  | 4,768              |   |  | 100 %              | 
|Cost of goods sold |  | (1,056             | ) |  | 22.1 %             | 

|Gross Profit                        |  | 3,712 |   |  | 77.9 % |  |  | 2,887 |   |  | 62.2%  | 
|----------------------------------- |  | ----- | - |  | ------ |  |  | ----- | - |  | ------ | 
|Selling expenses                    |  | (172  | ) |  | 3.6 %  |  |  | (112  | ) |  | 2.4%   | 
|General and administrative expenses |  | (430  | ) |  | 9 %    |  |  | (303  | ) |  | 6.5%   | 
|Income from operations              |  | 3,110 |   |  | 65.2%  |  |  | 2,472 |   |  | 53.2%  | 
|Other income and (expenses)         |  |       |   |  |        |  |  |       |   |  |        | 
|Interest income                     |  | 33    |   |  | 0.69%  |  |  | 12    |   |  | 0.3%   | 
|Other
      income                  |  |       |   |  |        |  |  | 0.15  |   |  | 0.003% | 
|Exchange gain                       |  | 0.43  |   |  | 0.01%  |  |  | 1     |   |  | 0.02%  | 
|Income before income tax            |  | 3,144 |   |  | 65.9%  |  |  | 2,486 |   |  | 53.5%  | 
|Provision for income tax            |  | (423  | ) |  | 8.9%   |  |  | (316  | ) |  | 6.8%   | 
|Net income                          |  | 2,721 |   |  | 57.1%  |  |  | 2,170 |   |  | 46.7%  | 

Revenues. Revenues increased approximately $0.13
million, or 2.7%, to approximately $4.77 million for the three months ended
March 31, 2010, from approximately $4.64 million for the same period in 2009.
This increase was mainly attributable to the increase of our sales of our core
product, Chinese Golden Grass, driven by the continued increase in market demand
for our products as well as the sales of our small package Chinese Golden Grass
products. In addition, we increased our selling prices for our packaged Chinese
Golden Grass products.

Our business operations can be categorized into two segments
based on the type of products we manufacture and sell, specifically (i) Chinese
Golden Grass, and (ii) other agricultural products. The following table shows
the different segments comprising our total sales revenue:

Sales Revenue by Product Segments(all amounts, other than percentages, in thousands of U.S.
dollars)

|                            |   | Three Months Ended March
      31, |  |   | Percent | 
|--------------------------- | - | ---------------------------------- |  | - | ------- | 
|                            |   | 2010                               |  |   | 2009    | 
|Components of Sales Revenue |   |                                    |  |   |         | 
|Chinese Golden Grass        | $ | 4,265                              |  | $ | 2,901   | 
|Other agricultural products |   | 503                                |  |   | 1,742   | 
|Total revenues              | $ | 4,768                              |  | $ | 4,643   | 

Cost of Goods Sold.Our cost of goods sold decreased by
$699,189, or 39.8%, to approximately $1.06 million for the three months ended
March 31, 2010 from approximately $1.76 million during the same period in 2009.
This decrease was  mainly due to improved production process and
economy of scale. As a percentage of revenues, the cost of goods sold decreased
to 22.1% for the three months ended March 31, 2010 from 37.8% in 2009. Such
decrease of cost of goods sold as a percentage of sales was mainly attributable
to the fact that the increase of sales volume of small package products with
higher unit selling price. Because the gross margin of small package products is
higher than big package products, the percentage of cost of sales to total sales
revenue decreased in the first quarter of 2010.

Gross Profit.Our gross profit increased by
approximately $0.82 million, or 28.4%, to approximately $3.71 million for the
three months ended March 31, 2010 from approximately $2.89 million during the
same period in 2009. Gross profit as a percentage of revenues, or gross margin,
was 77.9% for the three months ended March 31, 2010, an increase of 15.6% from
62.2% during the same period in 2009. Such percentage increase was mainly due to
continued product mix shift towards Chinese Golden Grass and the increased sales
of our higher margin small package Chinese Golden Grass products.

Selling Expenses . Our selling expenses include sales
commissions, the cost of advertising and promotional materials, salaries and
fringe benefits of sales personnel, and other sales related costs. Selling
expenses increased approximately $0.06 million, or 54.5%, to approximately $0.17
million for the three months ended March 31, 2010 from approximately $0.11
million during the same period in 2009. As a percentage of revenues, selling
expenses increased
to 3.6% for the three months ended March 31, 2010 from 2.4% for the same period in 2009. The increase in the amount and percentage of selling expenses was mainly attributable to the increase of salaries and travelling expenses of our sales
representatives and more marketing activities to promote our products.

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General and Administrative Expenses . General and administrative expenses increased approximately $0.13 million, or 42.9%, to approximately $0.43 million for the three months ended March 31, 2010 from approximately $0.30 million
for the same period in 2009. As a percentage of revenues, general and administrative expenses increased to 9% for the three months ended March 31, 2010 from 6.5% for the same period in 2009. The increase in the amount and percentage of general and
administrative expenses was mainly attributable to the increase of services expenses associated with legal and audit fees.

Income Before Income Tax . Income before income tax increased approximately $0.65 million, or 26.1%, to approximately $3.14 million during the three months ended March 31, 2010 from approximately $2.49 million during the same
period in 2009. As a percentage of revenues, income before income tax increased to 65.9% during the three months ended March 31, 2010 from 53.5% during the same period in 2009. The increase of income before income tax is mainly attributable to the
increase in our gross profit as a result of the increase in our sales..

Income Taxes. Nutrastar International Inc. is subject to United States tax at a tax rate of 34%. No provision for income taxes in the United States has been made as Nutrastar International Inc. had no income taxable in the United States. New
Resources was incorporated in the BVI and under the current laws of the BVI, is not subject to income taxes. Our PRC subsidiaries are subject to national and local income taxes within China at the applicable tax rate on the taxable income as
reported in their PRC statutory financial statements in accordance with relevant income tax laws. China passed a new Enterprise Income Tax Law, or the New EIT
Law, and its implementing rules, both of which became effective on January 1,
2008.

Under the EIT, newly established high-technology enterprises, such as our subsidiary Daqing Shuaiyi, are entitled to a three-year 50% tax reduction. Daqing Shuaiyi has been subject to a 12.5% income tax rate since 2008 and Harbin Shuaiyi was subject
to a tax rate of 25% in 2009 and is subject to a tax rate of 25% in 2010.

Income tax increased approximately $0.1 million to approximately $0.42 million for the three months ended March 31, 2010 from approximately $0.32 million for the same period in 2009. We paid more tax in 2010 because of the increase in
sales and taxable income.

Net Income . Net income increased by approximately $0.55 million, or 25.3% to approximately $2.72 million for the three months ended March 31, 2010 from approximately $2.17 million for the same period of 2009, as a result of the
factors described above.

Business Segment Information

Our business operations can be categorized into two segments based on the type of products we manufacture and sell, specifically (i) Chinese Golden Grass, and (ii) other agricultural products.

For the three months ended March 31, 2010, our sales revenue from our Chinese Golden Grass was approximately $4.27 million, and our sales revenue from our other agricultural products was approximately $0.5 million.

We grow and sell our Chinese Golden Grass through our subsidiary, Daqing Shuaiyi. Our subsidiary, Harbin Shuaiyi is mainly engaged in the business of selling our other agricultural products.

Additional information regarding our products can be found at Note 21 in our unaudited consolidated financial statements contained under Part I, Item I FINANCIAL STATEMENTS above.

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Liquidity and Capital Resources

General

As of March 31, 2010, we had cash and cash equivalents
(excluding restricted cash) of approximately $23.29 million. The following table
provides detailed information about our net cash flow for all financial
statement periods presented in this report.

Cash Flow(All amounts in thousands of U.S.
dollars)

|                                                          |   | Three Months Ended March
      31, |  
|--------------------------------------------------------- | - | ---------------------------------- | -
|                                                          |   | 2010                               |  
|Net cash provided by operating
      activities           | $ | 3,173                              |  
|Net cash (used in) investing activities                   |   | (5                                 | )
|Net cash provided by (used in) financing
      activities |   | (0.4                               | )
|Net cash flow                                             |   | 3,174                              |  

Operating Activities

Net cash provided by operating activities was approximately
$3.17 million for the three-month period ended March 31, 2010, which is an
increase of approximately $0.39 million from approximately $2.78 million net
cash provided by operating activities for the same period of 2009. The increase
of the cash provided by operating activities was mainly attributable to
increased sales.

Investing Activities

Our primary uses of cash for investing activities are payments
for the acquisition of property, plant and equipment.

Net cash used in investing activities for the three-month
period ended March 31, 2010 was approximately $0.005 million, while we did not
have net cash used in investing activities for the same period in 2009. The
increase of the cash used in investing activities was mainly due to increase the
investment in payments for the acquisition of property, plant and equipment.

Financing Activities

Net cash provided by financing activities for the three-month
period ended March 31, 2010 was approximately $0.0004 million, which is a
decrease of approximately $0.0106 million from approximately $0.011 million net
cash provided by operating activities for the same period of 2009.

We believe that our cash on hand, cash flow from operations as
well as the proceeds we received from the recent private placement transaction
will meet our expected capital expenditure and working capital for the next 12
months. However, we may in the future require additional cash resources due to
changed business conditions, implementation of our strategy to expand our
production capacity or other investments or acquisitions we may decide to
pursue. If our own financial resources are insufficient to satisfy our capital
requirements, we may seek to sell additional equity or debt securities or obtain
additional credit facilities. The sale of additional equity securities could
result in dilution to our stockholders. The incurrence of indebtedness would
result in increased debt service obligations and could require us to agree to
operating and financial covenants that would restrict our operations. Financing
may not be available in amounts or on terms acceptable to us, if at all. Any
failure by us to raise additional funds on terms favorable to us, or at all,
could limit our ability to expand our business operations and could harm our
overall business prospects.

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Effects of Inflation

Inflation and changing prices have not had a material effect on our business and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor the price
change and continually maintain effective cost control in operations.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our securities.

Seasonality

Our operating results and operating cash flows historically have not been subject to seasonal variations. This pattern may change, however, as a result of new market opportunities or new product introductions.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires our management to make assumptions, estimates and judgments that affect the amounts
reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the most significant judgments and estimates
in the preparation of financial statements, including the following:

- Accounts Receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the failure of customers to make required payments. The Company reviews the accounts receivable on a periodic basis and
makes allowances where there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers
payment history, its current credit-worthiness and current economic trends.
- Inventories. Inventories are stated at the lower of cost, determined on a weighted average basis, or market. Costs of inventories include purchase and related costs incurred in bringing the products to their present location and
condition. Market value is determined by reference to selling prices after the balance sheet date or to managements estimates based on prevailing market conditions. The management will write down the inventories to market value if it is below
cost. The management also regularly evaluates the composition of its inventories to identify slow-moving and obsolete inventories to determine if valuation allowance is required.
- Impairment. The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the
total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. In estimating future
cash flows, assets are grouped at the lowest level for which there is identifiable cash flows that are largely independent of future cash flows from other asset groups.
- Property, plant and equipment.The carrying value of property, plant and equipment is assessed annually and when factors indicating impairment is present, the carrying value of the property, plant and equipment is reduced by the amount
of the impairment. The Company determines the existence of such impairment by measuring the expected future cash flows (undiscounted and without interest charges) and comparing such amount to the net asset carrying value. An impairment loss, if
exists, is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset.
- Intangible assets.The Companys intangible assets include a ten-year exclusive right to use a secret process and computer software. The Company accounts for its intangible assets pursuant to FASB ASC Subtopic 350-30,
General Intangibles Other Than Goodwill. Under ASC 350-30-35, intangibles with definite lives continue to be amortized on a straight-line basis over the lesser of their estimated useful lives or contractual
terms. Intangibles with indefinite lives are evaluated at least annually for impairment by comparing the assets estimated fair value with its carrying value, based on cash flow methodology.

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- Revenue Recognition. Revenue is recognized when the following four revenue criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is
reasonably assured. Sales revenue is recognized net of value added and sales related taxes, sales discounts and returns at the time when the merchandise is delivered to the customer. Based on historical experience, management estimates that sales
returns are immaterial and has not made allowance for estimated sales returns.
- Foreign currency translation. The Company uses the United States dollars (US Dollar or US$ or $) for financial reporting purposes. The PRC subsidiaries within the Company maintains the books
and records in their functional currency, Chinese Renminbi (RMB), being the lawful currency in the PRC. Assets and liabilities of the PRC subsidiaries are translated from RMB into US Dollars using the applicable exchange rates prevailing
at the balance sheet date. Items on the statement of operations are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the
Companys financial statements are recorded as accumulated other comprehensive income. The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements are based on the
rates as published on the website of Peoples Bank of China. The value of RMB against U.S. dollars and other currencies may fluctuate and is affected by, among other things, changes in Chinas political and economic conditions. Any
significant revaluation of RMB may materially affect the Companys results and financial position in terms of U.S. dollar reporting.
- Stock-based Compensation.The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, Compensation  Stock Compensation, which requires that share-based payment
transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. The Company accounts for share-based compensation awards to
non-employees in accordance with FASB ASC Topic 718 and FASB ASC Subtopic 505-50, Equity-Based Payments to Non-employees. Under FASB ASC Topic 718 and FASB ASC Subtopic 505-50, stock compensation granted to non-employees has been
determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as expenses as the goods or services are received.

New accounting pronouncements

Effective January 1, 2010, the Company adopted the provisions in ASU 2009-17, Consolidation (ASC Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities, which changes how a company
determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The adoption of the provisions in ASU 2009-17 did not have an impact on the Companys consolidated
financial statements.

Effective January 1, 2010, the Company adopted ASU 2010-01, Equity (ASC Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash, which clarifies that the stock portion of a distribution to shareholders
that allow them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected prospectively in earnings per
share and is not considered a stock dividend for purposes of ASC Topic 505 and ASC Topic 260. The adoption of the provisions in ASU 2010-01 did not have an impact on the Companys consolidated financial statements.

Effective January 1, 2010, the Company adopted the provisions in ASU 2010-06, Fair Value Measurements and Disclosures (ASC Topic 820): Improving Disclosures about Fair Value Measurements, which requires new disclosures related to transfers in
and out of levels 1 and 2 and activity in level 3 fair value measurements, as well as amends existing disclosure requirements on level of disaggregation and inputs and valuation techniques. The adoption of the provisions in ASU 2010-06 did not have
an impact on the Companys consolidated financial statements.

25

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Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Companys Consolidated Financial
Statements upon adoption.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and interim chief financial officer, Ms. Lianyun Han and Ms. Xue Wang, respectively, evaluated the effectiveness of our disclosure controls and procedures. The term
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company
in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management,
including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Ms. Lianyun Han and Ms. Xue Wang
concluded that as of March 31, 2010, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting.

During the fiscal quarter ended March 31, 2010, there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. We are currently not aware of any legal proceedings or claims that would require disclosure under Item 103 of
Regulation S-K. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any unregistered equity securities during the fiscal quarter ended March 31, 2010 that were not previously disclosed in a current report on Form 8-K that was filed during that period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. [REMOVED AND RESERVED]

26

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ITEM 5.
OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

|EXHIBITS          |                                                                                                                                                                             
|----------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*             | Certification of Principal
      Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.                                                   
|31.2*             | Certification of Principal Financial Officer
      filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                         
|32.1*             | Certification of Principal
      Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2*             | Certification of Principal Financial Officer
      furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.
|* Filed herewith. |                                                                                                                                                                             

27

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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.

DATED: May 14, 2010

| | NUTRASTAR INTERNATIONAL INC.   
| | -------------------------------
| |                                
| |                                
| | By: /s/ Lianyun Han            
| | Lianyun Han                    
| | Chief Executive Officer        
| | (Principal Executive Officer)  
| |                                
| | By: /s/ Xue Wang               
| | Xue Wang                       
| | Interim Chief Financial Officer
| | (Principal Financial Officer)  



---

|EXHIBIT INDEX    
|-----------------
|Exhibit          
|Number           
|31.1*            
|31.2*            
|32.1*            
|32.2*            
|* Filed herewith.

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