EXHIBIT 31.2

I, Alan Levy, certify that:

          1.        I have reviewed this annual report on Form 10-KSB of Medical
Nutrition USA, Inc.;

          2.        Based on my  knowledge,  this  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
report;

          3.        Based on my knowledge,  the financial statements,  and other
financial  information  included in this report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
small business issuer as of, and for, the periods presented in this report;

          4.        The small business issuer's other certifying  officer(s) and
I are  responsible for  establishing  and  maintaining  disclosure  controls and
procedures  (as defined in Exchange Act Rules  13a-15(e) and  15d-15(e)) for the
small business issuer and have:

          a)        designed such disclosure controls and procedures,  or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure  that  material  information  relating  to  the  small  business  issuer,
including its  consolidated  subsidiaries,  is made known to us by others within
those  entities,  particularly  during the period in which this  report is being
prepared;

          b)        evaluated the  effectiveness of the small business  issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

          c)        disclosed  in this  report any change in the small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter in the case of this annual  report) that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

          5.        The small business issuer's other certifying  officer(s) and
I have disclosed,  based on our most recent  evaluation of internal control over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

          a)        all significant  deficiencies and material weaknesses in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

          b)        any fraud, whether or not material, that involves management
or other  employees who have a significant  role in the small business  issuer's
internal control over financial reporting.

Date: May 16, 2007

                                              /s/ Alan Levy
                                              ---------------------------------
                                              Alan Levy
                                              Chief Financial Officer
                                              (Principal Accounting and
                                              Financial Officer)

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