**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.          Basedon my knowledge, this report does not contain any untrue statement of materialfact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the periods covered by this report;

          3.           Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this report;

           4.           Theregistrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting(as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrantand have:

                         (a)           Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

                         (b)           Designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

                         (c)           Evaluatedthe effectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

                         (d)           Disclosedin this  report any change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and

          5.            Theregistrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board ofdirectors (or persons performing the equivalent functions):

                         (a)           Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize, andreport financial information; and

                         (b)           Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting.