EXHIBIT 3.1




                          CERTIFICATE OF INCORPORATION

                                       OF

                           MEDICAL NUTRITION USA, INC.


FIRST: The name of the corporation is Medical Nutrition USA, Inc. (the
"Corporation").

SECOND: The address of the Corporation's registered office in the State of
Delaware is The Corporation Trust Center, 1209 Orange Street, County of New
Castle, Wilmington, DE 19801. The name of its registered agent at such address
is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of the
State of Delaware.

FOURTH: The Corporation shall have authority to issue Twenty-Five Million
(25,000,000) shares of capital stock, consisting of Twenty Million (20,000,000)
shares of Common Stock, $0.001 par value per share, and Five Million (5,000,000)
shares of Preferred Stock, $0.001 par value per share. The Preferred Stock
authorized by this Certificate of Incorporation may be issued from time to time
in one or more series. The Board of Directors is hereby authorized to fix or
alter the rights, preferences, privileges and restrictions granted to or imposed
upon any series of Preferred Stock, and the number of shares constituting any
such series and the designation thereof, or of any of them.

FIFTH: The name and mailing address of the sole incorporator is:

                             Kenneth D. Polin, Esq.
                                 Foley & Lardner
                           402 W. Broadway, Suite 2300
                           San Diego, California 92101

SIXTH: The personal liability of the directors of the Corporation is hereby
eliminated to the fullest extent permitted by the General Corporation Law of the
State of Delaware (including, without limitation, paragraph (7) of subsection
(b) of Section 102 thereof), as the same may be amended and supplemented from
time to time.

The Corporation shall indemnify to the fullest extent permitted by the General
Corporation Law of the State of Delaware (including, without limitation, Section
145 thereof), as the same may be amended and supplemented from time to time, any
and all persons whom it shall have power to indemnify under the General
Corporation Law of the State of Delaware. The indemnification provided for
herein shall not be exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law under any By-law of the
Corporation, by agreement, by vote of stockholders or disinterested directors of
the Corporation or otherwise. Any repeal or modification of any of the foregoing
provisions of this Article SIXTH shall not adversely affect any right or
protection of a director, officer, agent or other person existing at the time
of, or increase the liability of any director of the Corporation with respect to
any acts or omissions of such director, officer or agent occurring prior to such
repeal or modification.

SEVENTH: The Board of Directors shall have the power to adopt, amend, or repeal
By-Laws of the Corporation, subject to the right of the stockholders of the
Corporation to adopt, amend or repeal any By-Law.

EIGHTH: Elections of directors need not be by written ballot.

Dated: March 5, 2003

                                                /s/ KENNETH D. POLIN
                                                ----------------------------
                                                Kenneth D. Polin
                                                Sole Incorporator