8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 20, 2007

SYNUTRA INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33397	13-4306188
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

2275 Research Blvd., Suite 500

Rockville, MD 20850

(Address of principal executive offices including Zip Code)

                  (301) 840-3888

(Registrant’s telephone number, including area code)

(Not applicable)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Synutra International, Inc.

Current Report on Form 8-K

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 24, 2007, Synutra International, Inc. (the “Company”) issued a press release announcing that on August 20, 2007, it received a staff determination letter from The NASDAQ Stock Market stating that the Company’s common stock is subject to delisting from the NASDAQ Global Market. The notice was issued in accordance with NASDAQ Marketplace Rule 4310(c)(14) for the Company’s failure to file a quarterly report on Form 10-Q for the period ended June 30, 2007 with the U.S. Securities and Exchange Commission (the “SEC”) by the required deadline. The Company had previously filed a Form 12b-25 with the SEC stating that the Company would be unable to file its Form 10-Q by the original filing deadline of August 14, 2007 due to the Company’s anticipated restatement of its historical financial statements for fiscal 2007.

The Company has appealed NASDAQ’s staff determination and requested a hearing before the NASDAQ Listing Qualifications Panel (the “Panel”). The appeal and hearing request will stay the suspension of trading in the Company’s securities pending a decision by the Panel, and the Company’ stock will remain listed during this time period. The Company can make no assurance that the Panel will grant the Company’s request for continued listing.

A copy of the press release issued by the Company on August 24, 2007 is attached to this current report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits:

Exhibit    No.	Document
99.1	Synutra International, Inc. Press Release dated August 24, 2007.

SIGNATURE

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 hereunto duly authorized.

	SYNUTRA INTERNATIONAL, INC.
	(Registrant)
Dated: August 24, 2007	By:	/s/ Weiguo Zhang
	Name:	Weiguo Zhang
	Title:	President and Chief Operating Officer

EXHIBIT INDEX

Exhibit    No.	Document
99.1	Synutra International, Inc. Press Release dated August 24, 2007.

EX-99.1

For further information:

Mr. Weiguo Zhang, Synutra, Inc., 301 840 3888, wzhang@synutra.com

Mr. Brian Rafferty, Taylor Rafferty, 212 889 4350, synutra@taylor-rafferty.com

Synutra International, Inc. Receives NASDAQ Staff Determination Letter

August 24, 2007, Qingdao, PRC/Rockville, MD, USA-- Synutra International, Inc. (NASDAQ: SYUT; “Synutra”), one of China’s leading manufacturers of dairy-based nutritional products for infants, children and adults, has received a staff determination letter from The NASDAQ Stock Market stating that the company’s common stock is subject to delisting from the NASDAQ Global Market for failure to file a quarterly report on Form 10-Q for the period ended June 30, 2007 with the U.S. Securities & Exchange Commission (SEC) by the required deadline. Timely filing of annual and periodic reports with the SEC is required for continued listing under NASDAQ Marketplace Rule 4310(c)(14). Synutra had previously filed a Form 12b-25 with the SEC stating that it would be unable to file its Form 10-Q by the original filing deadline of August 14, 2007 due to the company’s anticipated restatement of its historical financial statements for fiscal 2007.

The company has appealed NASDAQ’s determination and requested a hearing before the NASDAQ Listing Qualification Panel (Panel). The appeal and hearing request will stay the suspension of trading in the company’s securities pending a decision by the Panel, and the company’s stock will remain listed during this time period. However, there can be no assurance that the Panel will grant the company’s request for continued listing.

Synutra intends to file, as soon as possible, (i) an amended annual report on Form 10-K with restated financial statements as of and for the year ended March 31, 2007; (ii) amended quarterly reports on Form 10-Q for each fiscal quarter ended June 30, 2006, September 30, 2006 and December 31, 2006; and (iii) a quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2007.

About Synutra International, Inc.

Synutra operates eight subsidiaries developing, producing, distributing and selling dairy-based nutritional products across the People’s Republic of China. It offers its products for infants, children, adults and pregnant women and nursing mothers under the brand series of “Super,” “U-Smart” and “U-Strong.” The Group’s extensive sales network covers 24 provinces, 264 cities and more than 1320 counties throughout China. For more information,please contact Weiguo Zhang of Synutra, Inc. (301 840 3888, wzhang@synutra.com), Brian Rafferty of Taylor Rafferty (212 889 4350, synutra@taylor-rafferty.com) or visit: www.synutra.com.

The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The safe harbor for forward-looking statements contained in the Securities Litigation Reform Act of 1995 protects companies from liability for their forward-looking statements if they comply with the requirements of the Act.

End