UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549





**FORM
      10-QSB**





[X]
            Quarterly
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                the quarterly period endedDecember
                31, 2005[
                ]
            Transition
                Report pursuant to 13 or 15(d) of the Securities Exchange Act of
                1934For
                the transition period____________ to__________Commission
                File Number:333-115444





MedaSorb
      Technologies, Inc.


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





Nevada
            20-0987069(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)








7311
                W. Charleston Blvd., Suite 110, Las Vegas, Nevada
                89117(Address
                of principal executive offices)





702-228-7105(Issuer’s
                telephone number)MV
                Fund II, LLC(Former
                name, former address and former fiscal year, if changed since last
                report)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the issuer was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days [X] Yes
      [
      ] No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). [X
      ] Yes
      [ ] No





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date: 7,500,000 common shares as of February 1,
      2006





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]





Table
          of Contents





TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            Management’s
                Discussion and Analysis or Plan of
                Operation
            4Item
                3:
            Controls
                and Procedures
            7PART
                II - OTHER INFORMATIONItem
                1:
            Legal
                Proceedings
            8Item
                2:
            Unregistered
                Sales of Equity Securities and Use of
                Proceeds
            8Item
                3:
            Defaults
                Upon Senior Securities
            8Item
                4:
            Submission
                of Matters to a Vote of Security
                Holders
            8Item
                5:
            Other
                Information
            8Item
                6:
            Exhibits
            8


2
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          of Contents


**PART
      I - FINANCIAL INFORMATION**





**Item
      1.****Financial
      Statements**





Our
      un-audited financial statements included in this Form 10-QSB are as
      follows:





(a)
            Balance
                Sheet as of December 31,
                2005.


(b)
            Statements
                of Operations for the three and six months ended
                December 31, 2005 and 2004 and for the period from September 2, 2003
                (inception) to December 31,
                2005.


(c)
            Statements
                of Cash Flow for the six months ended December
                31, 2005 and 2004 and for the period from September 2, 2003 (inception)
                to
                December 31, 2005.


(d)
            Statement
                of Changes in Member’s Equity for period from
                September 2, 2003 (inception) to December 31,
                2005 (e)
            Notes
                  to Financial
                  Statements.







These
      un-audited financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and the SEC instructions to Form 10-QSB. In the opinion
      of
      management, all adjustments considered necessary for a fair presentation have
      been included. Operating results for the interim period ended December 31,
      2005
      are not necessarily indicative of the results that can be expected for the
      full
      year.


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          of Contents


**MedaSorb
          Technologies, Inc.**
 **Formerly
          known as MV Fund II, LLC**
 **(a
          Development Stage Company)** **Balance
            Sheet** **(Unaudited)**
  December
                  31,2005**Assets**Current
                  assets:Due
                  from managing member
              $
              -Total
                  current assets
              
              -$
              -**Liabilities
                  and Member's Equity**Current
                  liabilitiesAccrued
                  expenses
              $
              213,439Members'
                  (deficit) - no units issued at 12/31/05
              
              (213,439)$
              -




The
      accompanying notes are an integral part of these financial
      statements.




F-1
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          of Contents




**MedaSorb
        Technologies, Inc.**
 **Formerly
        known as MV Fund II, LLC**
 **(a
        Development Stage Company)** **Statements
          of Operations** **(Unaudited)**
  September
                  2, 2003Three
                  months ended
              
              Three
                  months ended
              
              Six
                  months ended
              
              Six
                  months ended
              
              (Inception)
                  toDecember
                  31,
              
              December
                  31,
              
              December
                  31,
              
              December
                  31,
              
              December
                  31,2005
              
              2004
              
              2005
              
              2004
              
              2005Net
                  Revenue
              $
              -
              $
              -
              $
              -
              $
              -
              $
              -Expenses:General
                  and administrative expenses
              
              86,650
              
              31,469
              
              111,126
              
              71,560
              
              236,732Total
                  expenses
              
              86,650
              
              31,469
              
              111,126
              
              71,560
              
              236,732Net
                  (loss)
              $
              (86,650)
              $
              (31,469)
              $
              (111,126)
              $
              (71,560)
              $
              (236,732)Net
                  (loss) allocated to members
              $
              (86,650)
              $
              (31,469)
              $
              (111,126)
              $
              (71,560)
              $
              (236,732)Weighted
                  average membership units
              
              -
              
              -
              
              -
              
              -
              
              -Net
                  (loss) allocated to members per weighted average membership units
              $
              -
              $
              -
              $
              -
              $
              -
              $
              -
   The
        accompanying notes are an integral part of these financial
        statements.




F-2
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          of Contents




**MedaSorb
          Technologies, Inc.**
 **Formerly
          known as MV Fund II, LLC**
 **(a
        Development Stage Company)** **Statements
          of Cash Flows** **(Unaudited)**
  September
                  2, 2003Six
                  months ended
              
              
              Six
                  months ended
              
              
              (Inception)
                  toDecember
                  31,
              
              
              December
                  31,
              
              
              December
                  31,2005
              
              
              2004
              
              
              2005**Cash
                  flows from operating activities**Net
                  (loss)
              
              $
              (111,126)
              
              $
              (71,560)
              
              $
              (236,732)Changes
                  in operating assets and liabilities:Increase
                  in accrued expenses
              
              
              111,126
              
              
              70,560
              
              
              213,439Net
                  cash (used) by operating activities
              
              
              -
              
              
              (1,000)
              
              
              (23,293)**Cash
                  flows from financing activities**Expenses
                  paid in capitalby
                  managing member
              
              
              -
              
              
              1,000
              
              
              23,293Net
                  cash provided by financing activities
              
              
              -
              
              
              1,000
              
              
              23,293Net
                  increase in cash
              
              
              -
              
              
              -
              
              
              -Cash
                  - beginning
              
              
              -
              
              
              -
              
              
              -Cash
                  - ending
              
              $
              -
              
              $
              -
              
              $
              -Non-cash
                  transactions:Expenses
                  paid for by the managing member
              
              $
              -
              
              $
              1,000
              
              $
              23,293Number
                  of membership units issued for expenses
              
              
              -
              
              
              -
              
              
              -




The
        accompanying notes are an integral part of these financial
        statements.




F-3
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          of Contents




**MedaSorb
          Technologies, Inc.**
 **Formerly
          known as MV Fund II, LLC**
 **(a
          Development Stage Company)** **Statement
            of Changes in Members' (Deficit)** **(Unaudited)**
  (Deficit)AccumulatedDuring
              
              
              TotalMember
              
              
              Additional
                  paid-
              
              
              Development
              
              
              Members'Units
              
              
              in
                  capital
              
              
              Stage
              
              
              (Deficit)September
                  2, 2003 (Inception)
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -Managing
                  member donated capital
              
              
              
              
              
              18,793
              
              
              
              
              
              18,793Net
                  loss for the period September 2, 2003thru
                  June 30, 2004 (Restated)
              
              
              
              
              
              
              
              
              (33,682)
              
              
              (33,682)Balance,
                  June 30, 2004 (Restated)
              
              
              -
              
              
              18,793
              
              
              (33,682)
              
              
              (14,889)Managing
                  member donated capital
              
              
              
              
              
              4,500
              
              
              
              
              
              4,500Net
                  loss for theyear
                  ended June 30, 2005
              
              
              
              
              
              
              
              
              (91,924)
              
              
              (91,924)Balance,
                  June 30, 2005
              
              
              -
              
              $
              23,293
              
              $
              (125,606)
              
              $
              (102,313)Net
                  loss for thesix
                  months ended December 31, 2005
              
              
              
              
              
              
              
              
              (111,126)
              
              
              (111,126)Balance,
                  December 31, 2005
              
              
              -
              
              $
              23,293
              
              $
              (236,732)
              
              $
              (213,439)




The
      accompanying notes are an integral part of these
      financial statements.




F-4
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          of Contents




**MedaSorb
          Technologies, Inc.**
 **Formerly
          known as MV Fund II, LLC**
 **(a
        Development Stage Company)**
 **Notes
        to Financial Statements**


**NOTE
        1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  Organization
  MedaSorb
          Technologies, Inc., formerly known as MV Fund II, LLC, (the Company) is a
          development stage company primarily engaged in investing in mortgage loans
          on
          real estate. The Company was organized on September 2, 2003 (date of inception)
          and will continue until August 27, 2047, unless dissolved prior or extended
          thereto under the provisions of the Operating Agreement.
 
 The
          Manager of the Company is MV Funding Group, Inc. a Nevada corporation engaged
          in
          the investment business of mortgages, specifically the selection and origination
          of mortgages.
  For
          the
          period from September 2, 2003 (date of inception) through December 31,
          2005, the
          Company has not commenced its planned operations and the only transactions
          were
          costs associated with the offering (i.e., legal and accounting fees).
 
 The
          fiscal year end of MV Fund II, LLC is June 30.
   NOTE
        2 –
MEMBER’S EQUITY
  Membership
          units
 
 The
          Company is offering and selling to the public, up to a maximum of 20,000
          membership interests. The members shall contribute to the capital of the
          Company
          an amount equal to $2,500 for each unit subscribed for by each member.
          The total
          Capital contributions of the members will not exceed $50,000,000. The Manager
          shall be entitled to 4% of any capital contributions made by members paid
          as an
          organization fee.
 
 Allocations
          and distributions
 
 In
          accordance with the Operating Agreement, the Company's income, gains and
          losses
          are to be credited to and charged against each member in proportion to
          their
          respective capital accounts as of the close of business on the last day
          of each
          calendar month.
 
 Distributions
          of net income are paid monthly in cash or as reinvested distributions.
          Net
          income available for distribution, as defined in the operating agreement,
          is
          cash flow less amounts set aside for restoration of reserves during the
          month.
 
 Issuance
          of membership units
 
 As
          of
          December 31, 2005, the Company has not issued any membership
          units.
  NOTE
        3 –
GOING CONCERN
  As
          shown
          in the accompanying financial statements, the Company has accumulated net
          losses
          from operations totaling $236,732 and as of December 31, 2005, has had
          no
          revenue from operations. These factors raise substantial doubt about the
          Company’s ability to continue as a going concern.
  The
          Company’s financial statements are prepared using the generally accepted
          accounting principles
   F-5
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              of Contents


**MedaSorb
          Technologies, Inc.**
 **Formerly
          known as****MV Fund II, LLC**
 **(a
        Development Stage Company)**
 **Notes
        to Financial Statements**


applicable
        to a going concern, which contemplates the realization of assets and liquidation
        of liabilities in the normal course of business. However, the Company has
        generated no revenue from its planned principal operations. In order to obtain
        the necessary capital, the Company plans to begin operations with the receipt
        of
        a minimum investment of membership units and negotiating the purchase of
        the
        Fund’s first loans with this investment.. However, the Company is dependent upon
        its ability to secure financing, and there are no assurances that the Company
        will be successful. Without sufficient financing it would be unlikely for
        the
        Company to continue as a going concern. The accompanying financial statements
        do
        not include any adjustments that might be necessary if the Company is unable
        to
        continue as a going concern.




**NOTE
        4 - RELATED PARTY TRANSACTIONS**
 
 Fees
        paid by the Company
 
 The
        Managing Member shall be entitled to a 4% share of any capital contributions
        obtained from Members as provided by the Operating Agreement. In addition,
        the
        Managing Member shall be entitled to one quarter of one percent (0.25%) of
        the
        interest income generated by loans made by the Fund as noted in Note 1 under
        “Revenue recognition” as a management fee.
 
 The
        Managing Member shall pay all expenses including but not limited to, all
        expenses incurred in the offering of Interests and any operating expenses
        out of
        its Organizational Fee and its Managing Membership Interest
        Income.






F-6
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**Item
      2.     Plan of Operation**





**Forward-Looking
      Statements**




Historical
      results and trends should not be taken as indicative of future operations.
      Management’s statements contained in this report that are not historical facts
      are forward-looking statements within the meaning of Section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities and
      Exchange Act of 1934 (the “Exchange Act”), as amended. Actual results may differ
      materially from those included in the forward-looking statements. The Company
      intends such forward-looking statements to be covered by the safe-harbor
      provisions for forward-looking statements contained in the Private Securities
      Litigation Reform Act of 1995, and is including this statement for purposes
      of
      complying with those safe-harbor provisions. Forward-looking statements, which
      are based on certain assumptions and describe future plans, strategies and
      expectations of the Company, are generally identifiable by use of the
      words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”
“prospects,” or similar expressions. The Company’s ability to predict results or
      the actual effect of future plans or strategies is inherently uncertain. Factors
      which could have a material adverse affect on the operations and future
      prospects of the Company on a consolidated basis include, but are not limited
      to: changes in economic conditions, legislative/regulatory changes, availability
      of capital, interest rates, competition, and generally accepted accounting
      principles. These risks and uncertainties should be considered in evaluating
      forward-looking statements and undue reliance should not be placed on such
      statements. Further information concerning the Company and its business,
      including additional factors that could materially affect the Company’s
      financial results, is included herein and in the Company’s other filings with
      the SEC.





**Plan
      of Operation**





We
      were
      organized on September 2, 2003 and currently have no operational activities.
      During the reported period, we had intended the Fund to begin operations and
      be
      capitalized concurrent with the receipt of a minimum investment of $500,000
      (200
      units) under our Registration Statement which was declared effective by the
      Securities Exchange Commission on January 25, 2005. The plan through the end
      of
      this period was to sell a minimum of 200 units or $500,000 in order to begin
      the
      operations of the Fund. We failed to meet this minimum sale of these units
      by
      the end of the reported period and so extended the selling period until March
      of
      2006 and filed a post effective amendment to our original registration statement
      on form S-1 by using a form S-11. The form change was requested by the
      Securities and Exchange Commission and comments on this filing were cleared.





To
      date,
      we have not earned any revenue as we have no operations. We have incurred
      expenses in the amount of $236,732 since inception to the end of the reported
      period, primarily in connection with the expenses of our ongoing
      offering.




Subsequent
      events




Following
      the end of the reported period, in January 2006, we reached the minimum sale
      of
      units, raising the required $500,000 through the receipt of cash proceeds of
      $350,000 on the sale of 140 units and the reduction of $150,000 in debt from
      the
      sale of 60 units to our attorneys in partial exchange for their past legal
      services. The board of directors of our managing member decided at that point
      to
      close the offering and hold a meeting of the members regarding the future
      operations of the business.





On
      January 30, 2006, the membership unanimously approved a Plan of Conversion
      that
      restructured the Company from a Limited Liability Company to a C-Corporation
      as
      permitted under Chapter 92A of






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the
      Nevada Revised Statutes (the “Conversion”). In the Conversion process, which was
      effective on January 31, 2006, the Company adopted a new set of Articles and
      Bylaws and the members were issued pro-rata shares of common stock in exchange
      for their membership interests as agreed under a Plan of Conversion. In this
      conversion process, the following events, among others, occurred:





1.
            The
                Company became a C-Corporation under Nevada
                law.


2.
            The
                Company changed its name to MedaSorb Technologies,
                Inc.


3.
            The
                Company converted each Interest held by the members into 17,500 shares
                of
                common stock and issued the managing member 4,000,000 shares of common
                stock for its separate interest.


4.
            The
                Company adopted an incentive stock option plan for its future employees
                and consultants.





As
      a
      result of this process, the resulting entity is considered by Nevada law to
      be a
      continuation of the existence of the Limited Liability Company and therefore
      all
      right, title and interest to the assets of the Company remains unchanged as
      does
      any debts or liabilities. The members’ interests are now governed by the
      Articles which they unanimously approved, rather than the operating agreement
      of
      Company. Additionally, the Company will now be governed by a board of directors,
      rather than a managing member, which initially consists of the same board of
      directors that governed our former managing member and is subject to a new
      set
      of Bylaws. This information and a copy of the new articles and bylaws were
      first
      reported by the Company on a form 8K filed on February 7, 2006.





On
      January 30, 2006, the members also approved a change in business direction
      for
      the Company and entered into negotiations to acquire the business operations
      of
      MedaSorb Corporation, a Delaware Corporation (“MSC”). The Company is currently
      in the final stages of negotiations with MSC and expects to finalize a
      transaction within the next few months. Upon effecting this transaction, we
      anticipate that the business direction of the Company will be changed to the
      development and sale of the biomedical products produced by MSC, and that we
      will have a complete change of our board and management to the board and
      management of this Delaware corporation. We also anticipate that the transaction
      will involve the issuance of new shares of common stock to the current MSC
      shareholders in exchange for all their shares of that company, along with the
      acceptance of all legal debts, liabilities and other obligations of
      MSC.




Significant
      Accounting Policies





Income
      taxes





Income
      tax effects resulting from the Company's operations pass through to the members
      individually and, accordingly, no provision for income taxes is included in
      the
      financial statements.





Revenue
      recognition





Interest
      is recognized as revenue when earned according to the terms of the loan. The
      Company does not recognize interest income on loans once they are determined
      to
      be impaired or non-performing. A loan is impaired when based on current
      information and events, it is probable that the Company will be unable to
      collect all amounts due according to the contractual terms of the loan
      agreement.





Debt
      securities





The
      Company will classify its debt securities as held-to-maturity, as the Company
      has the ability and the intent to hold the securities until maturity. These
      securities will be recorded at amortized cost, adjusted for the amortization
      or
      accretion of premiums or discounts. A decline in the market value of any
      held-to-maturity security below cost that is deemed to be other than temporary
      will result in a






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reduction
      in carrying amount to fair value. The impairment would be charged to earnings
      and a new cost basis for the security would be established. Premiums and
      discounts will be amortized or accreted over the life of the related security
      as
      an adjustment to yield using the effective interest method.




Purchase
      mortgage loans





The
      Company has both the intent and ability to hold mortgage loans until maturity
      and, therefore, mortgage loans are classified and accounted for as held for
      investment and are carried at cost. Interest income on loans is accrued by
      the
      effective interest method. The Company does not intend to purchase loans using
      forward purchase commitments.





Investments
      in mortgage loans





Investments
      in mortgage loans are secured by trust deeds and mortgages. Such investments
      in
      mortgage loans may include commercial, construction, acquisition and development
      and land. Generally, all of the Company’s mortgage loans require interest only
      payments with a balloon payment of the principal at maturity. The Company has
      both the intent and ability to hold mortgage loans until maturity and therefore,
      mortgage loans are classified and accounted for as held for investment and
      are
      carried at amortized cost. Periodically, the Company will evaluate investments
      in mortgage loans based upon loan to value ratios. Loan to value ratios are
      based on appraisals obtained at the time of loan origination and may not reflect
      subsequent changes in value estimates. Such appraisals, which may be
      commissioned by the borrower, are generally dated within 12 months of the
      date of loan origination. The appraisals may be for the current estimate of
      the
“as-if developed” value of the property, which approximates the
      post-construction value of the collateralized property assuming that such
      property is developed. As-if developed values on raw land loans or acquisition
      and development loans often dramatically exceed the immediate sales value and
      may include anticipated zoning changes and timely successful development by
      the
      purchaser. As most of the appraisals will be prepared on an as-if developed
      basis, if a loan goes into default prior to any development of a project, the
      market value of the property may be substantially less than the appraised value.
      As a result, there may be less security than anticipated at the time the loan
      was originally made. If there is less security and a default occurs, the Company
      may not recover the full amount of the loan.





Real
      estate held for sale





Upon
      a
      foreclosure of the underlying real property securing the investments in mortgage
      loans, the Company will reclassify such asset as investments in real estate
      held
      for sale. Investments in real estate held for sale are accounted for at the
      lower of cost or fair value less costs to sell with fair value based on
      appraisals and knowledge of local market conditions. It is not the Company’s
      intent to invest in or own real estate as a long-term investment. The Company
      seeks to sell properties acquired through foreclosure as quickly as
      circumstances permit. Any costs of managing, maintaining and developing a real
      property acquired through foreclosure shall be expensed in the period such
      costs
      are incurred. Gain/loss related to real estate held for sale will be recognize
      within the period of such sale assuming 25% or more of the sales price has
      been
      collected within the same period.





Allowance
      for loan losses





Investments
      in loans are carried at their principal amount outstanding less any unearned
      income or unamortized discount. Interest on loans is accrued and credited to
      interest income based on the daily principal amount outstanding. Loans are
      generally placed in nonaccrual status when principal or interest is delinquent
      for 30 days (unless adequately secured and in the process of collection) or
      circumstances indicate that full collection of principal and interest is in
      doubt.







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**Item
      3.     Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of December 31, 2005. This evaluation was carried
      out under the supervision and with the participation of the Chief Executive
      Officer (“CEO”) and the Chief Financial Officer (“CFO”) of MV Funding Group,
      Inc., the Company’s Manager at the time, who functions as the equivalent of the
      CEO and CFO of the Company. Based upon such evaluation, the Manager’s CEO and
      CFO has concluded that, as of the Evaluation Date, the Company’s disclosure
      controls and procedures were effective. There have been no significant changes
      in our internal controls over financial reporting during the quarter ended
      December 31, 2005 that have materially affected or are reasonably likely to
      materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are 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 in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. An internal control system, no matter how well conceived and
      operated, can provide only reasonable, not absolute, assurance that the
      objectives of the control system are met. Further, the design of a control
      system must reflect the fact that there are resource constraints, and the
      benefits of controls must be considered relative to their costs. Because of
      the
      inherent limitations in all control systems, no evaluation of controls can
      provide absolute assurance that all control issues and instances of fraud,
      if
      any, within the Company have been detected. These inherent limitations include
      the realities that judgments in decision-making can be faulty, and that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.




7
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          of Contents








**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





None





**Item
      2.     Unregistered Sales of Equity
      Securities and Use of Proceeds**





None





**Item
      3.     Defaults upon Senior
      Securities**





None





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





None





**Item
      5.     Other
      Information**








**Item
      6.      Exhibits**





**Exhibit
                Number**
            **Description
                of Exhibit**31.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer pursuant to 18
                U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002








8
 Table
          of Contents





**SIGNATURES**





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





**MedaSorb
                Technologies, Inc.**Date:
            February
                17 , 2006By:     /s/
                Sam Medley
              Sam
                Medley
              Title:****Chief
                Executive Officer