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 endedMarch
                31, 2006[
                ]
            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 April 31,
      2006





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





1
 Table
          of Contents





TABLE
                OF CONTENTS
            PagePART
                I - FINANCIAL INFORMATIONItem
                1:
            Financial
                Statements
            3Item
                2:
            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
            9


2
 Table
          of Contents


**PART
      I - FINANCIAL INFORMATION**





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





Our
                unaudited financial statements included in this Form 10-QSB are as
                follows:F-1
            Balance
                Sheet as of March 31, 2006;F-2
            Statements
                of Operationsfor
                the three and nine months ended March 31, 2006 and 2005 and for the
                period
                from September 2, 2003 (inception) to March 31, 2006;F-3
            Statement
                of Changes in Stockholder’s Equity for period from
                September 2, 2003 (inception) to March 31, 2006F-4
            Statements
                of Cash Flow for the nine months ended March 31,
                2006 and 2005 and for the period from September 2, 2003 (inception)
                to
                March 31, 2006;F-5
            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 March 31, 2006
      are
      not necessarily indicative of the results that can be expected for the full
      year.


3
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          of Contents




****MedaSorb
      Technologies, Inc.****


****Formerly
      known as MV Fund II, LLC****


**(a
      Development Stage Company)**


**Balance
      Sheet**


**(Unaudited)**




March
                31,2006**ASSETS**Current
                assets:Cash
            $
            60Funds
                held in escrow
            
            250,000Due
                from managing member
            
            -Total
                current assets
            
            250,060$
            250,060**LIABILITIES**$
            -**STOCKHOLDERS'
                DEFICIENCY****Share
                Capital**Authorized:100,000,000
                common shares, par value $0.001 per share
            
            -Issued
                and outstanding:7,500,000
                common shares
            
            7,500Additional
                paid-in capital
            
            515,793**Deficit
                Accumulated During the Development Stage**
            $
            (273,233)250,060$
            250,060




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
              
              
              Nine
                  months ended
              
              
              Nine
                  months ended
              
              
              (Inception)
                  toMarch
                  31,
              
              
              March
                  31,
              
              
              March
                  31,
              
              
              March
                  31,
              
              
              March
                  31,2006
              
              
              2005
              
              
              2006
              
              
              2005
              
              
              2006Net
                  Revenue
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Expenses:General
                  and administrative expenses
              
              36,501
              
              
              9,393
              
              
              147,627
              
              
              80,954
              
              
              273,233Total
                  expenses
              
              36,501
              
              
              9,393
              
              
              147,627
              
              
              80,954
              
              
              273,233Net
                  Loss for the Period
              $
              (36,501)
              
              $
              (9,393)
              
              $
              (147,627)
              
              $
              (80,954)
              
              $
              (273,233)Basic
                  and Diluted Loss Per Share
              $
              (0.01)
              
              
              
              
              $
              (0.01)
              
              
              
              
              $
              (0.04)Weighted
                  Average Number of Shares Outstanding
              
              7,500,000
              
              
              
              
              
              7,500,000
              
              
              
              
              
              7,500,000


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)**
 **Statement
        of Changes in Stockholders' Equity (Deficit)**
 **(Unaudited)**
  Accumulated
              
              
              TotalCommon
                  Stock
              
              
              Additional
              
              
              Deficit
                  During
              
              
              Stockholders'Shares
              
              
              Amount
              
              
              Paid-in
                  Capital
              
              
              Development
                  Stage
              
              
              DeficitSeptember
                  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 the year ended June
                    30, 2005
              
              -
              
              
              -
              
              
              -
              
              
              (91,924)
              
              
              (91,924)Balance,
                  June 30, 2005
              
              -
              
              $
              -
              
              $
              23,293
              
              $
              (125,606)
              
              $
              (102,313)Shares
                  issued to managing member
              
              4,000,000
              
              
              4,000
              
              
              -
              
              
              -
              
              
              4,000Shares
                  issued for cash proceeds
              
              2,450,000
              
              
              2,450
              
              
              343,550
              
              
              -
              
              
              346,000Shares
                  issued for services
              
              1,050,000
              
              
              1,050
              
              
              148,950
              
              
              -
              
              
              150,000Net
                    loss for thenine months ended March 31, 2006
              
              -
              
              
              -
              
              
              -
              
              
              (147,627)
              
              
              (147,627)Balance,
                  March 31, 2006
              
              7,500,000
              
              $
              7,500
              
              $
              515,793
              
              $
              (273,233)
              
              $
              250,060






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




F-3
 Table
          of Contents


**MedaSorb
        Technologies, Inc.**
 **Formerly
        known as MV Fund II, LLC**
 **(a
        Development Stage Company)**
 **Statements
        of Cash Flows**
 **(Unaudited)**
  Nine
                  months ended
              
              
              Nine
                  months ended
              
              
              (Inception)
                  toMarch
                  31,
              
              
              March
                  31,
              
              
              March
                  31,2006
              
              
              2005
              
              
              2006**Cash
                  flows from operating activities**Net
                  (loss)
              $
              (147,627)
              
              $
              (80,954)
              
              $
              (273,233)Changes
                  in operating assets and liabilities:Increase
                  (decrease) in accrued expenses
              
              (102,313)
              
              
              79,954
              
              
              -Net
                  cash (used) by operating activities
              
              (249,940)
              
              
              (1,000)
              
              
              (273,233)**Cash
                  flows from financing activities**Proceeds
                  from issuance of membership units
              
              350,000
              
              
              -
              
              
              350,000Services
                  performed for stock
              
              150,000
              
              
              -
              
              
              150,000Expenses
                  paid in capitalby
                  managing member
              
              -
              
              
              1,000
              
              
              23,293Net
                  cash provided by financing activities
              
              500,000
              
              
              1,000
              
              
              523,293Net
                  increase in cash
              
              250,060
              
              
              -
              
              
              250,060Cash
                  - beginning
              
              -
              
              
              -
              
              
              -Cash
                  - ending
              $
              250,060
              
              $
              -
              
              $
              250,060Non-cash
                  transactions:Expenses
                  paid for by the managing member
              $
              -
              
              $
              1,000
              
              $
              23,293Shares
                  issued for expenses
              $
              150,000
              
              $
              -
              
              $
              150,000






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., is a development stage company that prior to January
        30,
        2006 was organized as a Nevada Limited Liability Company. 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 the Nevada Revised Statutes (the “Conversion”).
 
 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).
 
 A
        Development Stage Company
 
 The
        accompanying financial statements have been prepared in accordance with the
        Statement of Financial Accounting Standards No. 7”According and Reporting by
        Development-Stage Enterprises”. A development-stage enterprise is one in which
        planned principal operations have not commenced or if its operations have
        commenced, there has been no significant revenues there from.
 
 Definition
        of fiscal year
 
 The
        Company’s fiscal year end is June 30.
 
 Use
        of
        estimates
 
 The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        and
        disclosure of contingent assets and liabilities at the date of the financial
        statements and the reported amounts of revenue and expenses during the reporting
        period. Actual results could differ from those estimates.
  Fair
        value of financial instruments
  Financial
        accounting standards Statement No. 107, “Disclosure About Fair Value of
        Financial Instruments”, requires the Company to disclose, when reasonably
        attainable, the fair market values of its assets and liabilities which are
        deemed to be financial instruments. The carrying amounts and estimated fair
        values of the Company’s financial instruments approximate their fair value due
        to the short-term nature.
  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**
  Earnings
        (loss) per share
 
 Basic
        earnings (loss) per share exclude any dilutive effects of options, warrants
        and
        convertible securities. Basic earnings (loss) per share is computed using
        the
        weighted-average number of outstanding common stocks during the applicable
        period. Diluted earnings per share is computed using the weighted-average
        number
        of common and common stock equivalent shares outstanding during the period.
        Common stock equivalent shares are excluded from the computation if their
        effect
        is antidilutive.
 
 Income
        taxes
 
 The
        Company accounts for its income taxes in accordance with Statement of Financial
        Accounting Standards No. 109, which requires recognition of deferred tax
        assets
        and liabilities for future tax consequences attributable to differences between
        the financial statement carrying amounts of existing assets and liabilities
        and
        their respective tax bases and tax credit carry-forwards. Deferred tax assets
        and liabilities are measured using enacted tax rates expected to apply to
        taxable income in the years in which those temporary differences are expected
        to
        be recovered or settled. The effect on deferred tax assets and liabilities
        of a
        change in tax rates is recognized in income in the period that includes the
        enactment date.
 
 New
        accounting pronouncements
 
 In
        November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
        of
        ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
        4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
        facility expense, freight, handing costs, and spoilage. This statement requires
        that those items be recognized as current period charges regardless of whether
        they meet the criterion of "so abnormal" which was the criterion specified
        in
        ARB No. 43. In addition, this Statement requires that allocation of fixed
        production overheads to the cost of production be based on normal capacity
        of
        the production facilities. This pronouncement became effective for the Company
        beginning January 30, 2006 and adopting this new standard has had no impact
        to
        its financial statements.
 
 In
        December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
        which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
        SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued
        to
        Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the
        approach in SFAS No. 123(R) is similar to the approach described in SFAS
        No.
        123. However, SFAS No. 123(R) requires all share-based payments to employees,
        including grants of employee stock options, to be recognized in the income
        statement based on their fair values. Pro forma disclosure is no longer an
        alternative. The new standard became effective for the Company beginning
        January
        30, 2006 and the adoption of this standard has had no impact on its financial
        statements as there were no employee stock options granted during the
        quarter.
  F-6
 Table
            of Contents
  **MedaSorb
          Technologies, Inc.**
 **Formerly
          known as** **MV
          Fund II, LLC**
 **(a
          Development Stage Company)**
 **Notes
          to Financial Statements**
  **NOTE
        2 - STOCKHOLDERS’ EQUITY**
 
 Common
        Stock Issued and Outstanding
 
 The
        Company has 100,000,000 common shares authorized and 7,500,000 shares issued
        and
        outstanding at March 31, 2006.
  In
        January 2006, we raised $350,000 on the sale of membership units which were
        converted to 2,450,000 shares of common stock.
  In
        January 2006, membership units were issued for the reduction of $150,000
        in debt
        to our attorneys in partial exchange for their past legal services which
        were
        converted into 1,050,000 shares of common stock.
 
 In
        January 2006, membership units were issued to its managing member in exchange
        for the managing member’s interest in the Company which were converted into
        4,000,000 shares of common stock.
 
 In
        January 2006, the Company adopted an incentive stock option plan for its
        future
        employees and consultants. No stock options were issued during the
        period.
  **NOTE
        3 - GOING CONCERN**
  As
        shown
        in the accompanying financial statements, the Company has accumulated net
        losses
        from operations totaling $273,233 as of March 31, 2006, and 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 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. 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.


F-7
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          of Contents




**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.




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 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:


4
 Table
          of Contents





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”). Notwithstanding, the name
      change and close negotiations with MSC, we have been unable to finalize an
      acquisition transaction with that company. Management has therefore taken steps
      to identify and evaluate other business opportunities. We anticipate that should
      such an opportunity arise, the business direction of the Company will be changed
      and we will have a complete change in our management.





To
      date,
      we have not earned any revenue as we have no operations. We have incurred
      expenses in the amount of $273,233 since inception to the end of the reported
      period, primarily in connection with the expenses of our ongoing
      offering.





**Purchase
      of Significant Equipment**





We
      do not
      intend to purchase any significant equipment during the next 12 months unless
      we
      identify a suitable business opportunity or business combination that may
      require us to invest in such equipment.


**Changes
      in Employees**





We
      currently have no employees and do not expect to hire any employees for the
      next
      12 months unless we identify a suitable business opportunity or business
      combination that may require us to hire employees.





**Off
      Balance Sheet Arrangements**





As
      of
      March 31, 2006, there were no off balance sheet arrangements.





**Significant
      Contingencies**





We
      have
      accumulated net losses from operations totaling $273,233 as of March 31, 2006,
      and have had no revenue from operations. These factors raise substantial doubt
      about our ability to continue as a going concern.




5
 Table
          of Contents


Our
      financial statements are prepared using the generally accepted accounting
      principles applicable to a going concern, which contemplate the realization
      of
      assets and liquidation of liabilities in the normal course of business. However,
      we have generated no revenue from our planned principal operations. We are
      dependent upon our ability to secure financing, and there are no assurances
      that
      we will be successful. Without sufficient financing it would be unlikely for
      us
      to continue as a going concern. Our financial statements do not include any
      adjustments that might be necessary if we are unable to continue as a going
      concern.





**Recently
      Issued** **Accounting
      Pronouncements**





In
      November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment
      of
      ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance in ARB No. 43, Chapter
      4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle
      facility expense, freight, handing costs, and spoilage. This statement requires
      that those items be recognized as current period charges regardless of whether
      they meet the criterion of "so abnormal" which was the criterion specified
      in
      ARB No. 43. In addition, this Statement requires that allocation of fixed
      production overheads to the cost of production be based on normal capacity
      of
      the production facilities. This pronouncement became effective for the Company
      beginning January 30, 2006 and adopting this new standard has had no impact
      to
      its financial statements.





In
      December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
      which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
      SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued
      to
      Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the
      approach in SFAS No. 123(R) is similar to the approach described in SFAS No.
      123. However, SFAS No. 123(R) requires all share-based payments to employees,
      including grants of employee stock options, to be recognized in the income
      statement based on their fair values. Pro forma disclosure is no longer an
      alternative. The new standard became effective for the Company beginning January
      30, 2006 and the adoption of this standard has had no impact on its financial
      statements as there were no employee stock options granted during the
      quarter.




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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 March 31, 2006. This evaluation was carried
      out
      under the supervision and with the participation of our Chief Executive Officer,
      Mr. Sam Medley and Chief Financial Officer, Mr. Rowe Nelson. Based upon that
      evaluation, our Chief Executive Officer and Chief Financial Officer concluded
      that, as of March 31, 2006, our disclosure controls and procedures are
      effective. There have been no significant changes in our internal controls
      over
      financial reporting during the quarter ended March 31, 2006 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. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. 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.




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**PART
      II - OTHER INFORMATION**





**Item
      1.     Legal
      Proceedings**





None





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




Our
      post
      effective amendment to our original registration statement on form S-1 by using
      a form S-11 (Registration No. 333-115444) under the Securities Act of 1933,
      as
      amended, relating to our initial public offering of our Common Stock became
      effective on January 13, 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.





**Item
      3.     Defaults upon Senior
      Securities**





None





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





On
      January 30, 2006, the membership unanimously approved by written consent a
      Plan
      of Conversion that restructured our company from a Limited Liability Company
      to
      a C-Corporation as permitted under Chapter 92A of the Nevada Revised Statutes
      (the “Conversion”). In the Conversion process, which was effective on January
      31, 2006, we 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.
            We
                became a C-Corporation under Nevada
                law.


2.
            We
                changed our name to MedaSorb Technologies,
                Inc.


3.
            We
                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.
            We
                adopted an incentive stock option plan for our future employees and
                consultants.





**Item
      5.     Other
      Information**





None




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**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




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**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:
            May
                17 , 2006By:     
                /s/ Sam Medley
              Sam
                Medley
              Title:****Chief
                Executive Officer