UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _________)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

MEDICAL NUTRITION USA, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

MEDICAL NUTRITION USA, INC.

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NOTICE OF 2006 ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 7, 2006

To the Shareholders of Medical Nutrition USA, Inc.:

You are cordially invited to attend the 2006 Annual Meeting of Shareholders
(the "2006 Annual Meeting") of Medical Nutrition USA, Inc. (the "Company"),
which will be held at the Company's executive offices, 10 West Forest Avenue,
Englewood, New Jersey 07631, at 10:00 a.m. on Wednesday, June 7, 2006 for the
purposes of considering and voting upon:

1. A proposal to elect four directors to the Board of Directors of the
Company (the "Board").

2. A proposal to ratify the appointment of Amper, Politziner & Mattia,
P.C. as independent auditors of the Company for the fiscal year ending
January 31, 2007.

These matters are described more fully in the Proxy Statement
accompanying this notice.

3. Such other business as may properly come before the meeting or any
adjournment or postponement thereof. The Board is not aware of any
other business to be presented to a vote of the shareholders at the
2006 Annual Meeting.

The Board has fixed the close of business on May 3, 2006 as the record date
(the "Record Date") for determining those shareholders who will be entitled to
notice of and to vote at the 2006 Annual Meeting. The stock transfer books will
remain open between the Record Date and the date of the 2006 Annual Meeting.

Representation of at least a majority in voting interest of the common
stock of the Company either in person or by proxy is required to constitute a
quorum for purposes of voting on the proposals set forth above. Accordingly, it
is important that your shares be represented at the 2006 Annual Meeting. WHETHER
OR NOT YOU PLAN TO ATTEND THE 2006 ANNUAL MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. Your proxy may
be revoked at any time prior to the time it is voted at the 2006 Annual Meeting.

Please read the accompanying proxy material carefully. Your vote is
important and the Company appreciates your cooperation in considering and acting
on the matters presented.

By Order of the Board of Directors,

/s/ F. A. NEWMAN
----------------------
Francis A. Newman
Chairman
May 9, 2006
Englewood, New Jersey

Shareholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies

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PROXY STATEMENT
FOR
2006 ANNUAL MEETING OF SHAREHOLDERS
OF
MEDICAL NUTRITION USA, INC.

To Be Held on June 7, 2006

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Medical Nutrition USA, Inc. ("MNI" or
the "Company") of proxies to be voted at the 2006 Annual Meeting of Shareholders
(the "2006 Annual Meeting"), which will be held at 10:00 a.m. on June 7, 2006 at
the Company's executive offices, 10 West Forest Avenue, Englewood, New Jersey
07631, or at any adjournments or postponements thereof, for the purposes set
forth in the accompanying Notice of 2006 Annual Meeting of Shareholders (the
"Notice"). This Proxy Statement and the proxy are first being mailed to
shareholders on or about May 10, 2006. The Company's 2006 Annual Report to
Shareholders, which includes the Company's Annual Report on Form 10-KSB for the
year ended January 31, 2006, is being mailed to shareholders concurrently with
this Proxy Statement. The 2006 Annual Report to Shareholders is not to be
regarded as proxy soliciting material or as a communication by means of which
any solicitation of proxies is to be made.

VOTING RIGHTS AND SOLICITATION

The close of business on May 3, 2006 was the record date (the "Record
Date") for shareholders entitled to notice of and to vote at the 2006 Annual
Meeting. As of the Record Date, the Company had 10,116,769 shares of common
stock issued and outstanding. All of the shares of the Company's common stock
outstanding on the Record Date are entitled to vote at the 2006 Annual Meeting.
Holders of the common stock of record entitled to vote at the 2006 Annual
Meeting will have one vote for each share of common stock so held with regard to
each matter to be voted upon by such shareholders.

All votes will be tabulated by the inspector of elections appointed for the
2006 Annual Meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes.

The holders of a majority in voting interest of the common stock
outstanding and entitled to vote at the 2006 Annual Meeting will constitute a
quorum for the transaction of business at the 2006 Annual Meeting.

The voting interest of shares of the common stock represented in person or
by proxy will be counted for purposes of determining whether a quorum is present
at the 2006 Annual Meeting. Shares which abstain from voting as to a particular
matter will be treated as shares that are present and entitled to vote for
purposes of determining the voting interest present and entitled to vote at the
2006 Annual Meeting, but will not be counted as votes cast on such matter. If a
broker or nominee holding stock in "street name" indicates on a proxy that it
does not have

discretionary authority to vote as to a particular matter, those shares will be
considered as present and entitled to vote with respect to such matter, but will
not be counted as a vote cast on such matter.

In voting with regard to the proposal to elect directors (Proposal 1),
shareholders may vote in favor of all the nominees, withhold their votes as to
all nominees or withhold their votes as to a specific nominee. The vote required
by Proposal 1 is governed by Delaware law and is a plurality of the votes cast
by the holders of shares entitled to vote, provided a quorum is present. As a
result, in accordance with Delaware law, votes that are withheld and broker
non-votes will not be counted and will have no effect on the voting for election
of directors.

In voting with regard to the proposal to ratify the appointment of
independent auditors (Proposal 2), shareholders may vote in favor of the
proposal or against the proposal or may abstain from voting. The vote required
to approve Proposal 2 is also governed by Delaware law, and the minimum vote
required is a majority of the total votes cast on the proposal, provided a
quorum is present. As a result, in accordance with Delaware law, abstentions and
broker non-votes will not be counted and will have no effect.

Shares of the Company's common stock represented by proxies in the
accompanying form which are properly executed and returned to the Company will
be voted at the 2006 Annual Meeting in accordance with the shareholders'
instructions contained therein. In the absence of contrary instructions, shares
represented by such proxies will be voted FOR all nominees for director listed
in Proposal 1 and FOR Proposal 2. Management does not know of any matters to be
presented at the 2006 Annual Meeting other than those set forth in this Proxy
Statement and in the Notice accompanying this Proxy Statement. If other matters
should properly come before the 2006 Annual Meeting, the proxy holders will vote
on such matters in accordance with their best judgment.

Any shareholder has the right to revoke his, her or its proxy at any time
before it is voted at the 2006 Annual Meeting by giving written notice to the
Secretary of the Company, by executing and delivering to the Secretary a duly
executed proxy bearing a later date, or by appearing at the 2006 Annual Meeting
and voting in person.

The entire cost of soliciting proxies will be borne by the Company. Proxies
will be solicited principally through the use of the mail, but, if deemed
desirable, may be solicited personally or by telephone, telegraph or special
letter by officers and regular Company employees for no additional compensation.
In addition, the Company has retained American Stock Transfer & Trust Co., its
transfer agent, to assist in the solicitation of proxies. The Company will bear
all reasonable solicitation fees and expenses of American Stock Transfer & Trust
Co. Arrangements may be made with brokerage houses and other custodians,
nominees and fiduciaries to send proxies and proxy material to the beneficial
owners of the Company's common stock, and such persons may be reimbursed for
their expenses.

PROPOSAL 1

ELECTION OF DIRECTORS

Composition of Board
- --------------------

The Company's Bylaws provide that the Board will consist of not less than
three directors. The Board currently consists of four members, all of whom were
elected by the holders of the common stock at the 2005 Annual Meeting of
Shareholders. The Board has no current plans to change its size, so after the
2006 Annual Meeting, the Board will consist of four members, of whom three will
be independent and one will be a member of management.

The Company's directors are elected by the shareholders at each annual
meeting of shareholders and will serve until their successors are elected and
qualified, or until their earlier resignation or removal. There are no family
relationships among any of the current directors, the nominees for directors and
executive officers of the Company.

The proxy holders named on the proxy intend to vote all proxies received by
them in the accompanying form FOR the election of the nominees listed below,
unless instructions to the contrary are marked on the proxy. These nominees have
been selected by the Board. All of the nominees are currently members of the
Board. If elected, each nominee will serve until the annual meeting of
shareholders to be held in 2007 or until his or her successor has been duly
elected and qualified.

In the event that a nominee is unable or declines to serve as a director at
the time of the 2006 Annual Meeting, the proxies will be voted for any nominee
who will be designated by the present Board to fill the vacancy. In the event
that additional persons are nominated for election as directors, the proxy
holders intend to vote all proxies received by them for the nominees listed
below, unless instructions are given to the contrary. As of the date of this
Proxy Statement, the Board is not aware of any nominee who is unable or will
decline to serve as a director.

The following is certain information as of April 30, 2006 regarding the
nominees for election as directors.

Nominees for Election as Directors
- ----------------------------------

Name Position Age
---- -------- ---
Francis Newman Chairman, Chief Executive Officer, Director 56
Andrew Horowitz Director 43
Mark Rosenberg Director 43
Bernard Korman Director 73

Biographical Information Regarding Directors
- --------------------------------------------

Francis Newman. Mr. Newman has been a director since November 2002 and
Chief Executive Officer of the Company since March 2003, and Chairman since July
2003. From 2001 to 2003 Mr. Newman was a private investor and advisor to health
care and pharmaceutical companies. From 2000 to 2001 he was President and CEO of
more.com, an internet pharmacy company. From 1993 to 2000 he was President and
CEO, and from 1997 until 2000 Chairman, President and CEO of Eckerd Corporation,
one of the largest drug store chains in the US. From

1986 until 1993, he was President and CEO of F&M Distributors, Inc., a drug
store chain. Mr. Newman is a director of Jabil Circuit, Inc., JoAnn Stores and
MTS Medication Technologies. He has served on the board of the National
Association of Chain Drug Stores since 1993, including as its Chairman
(1999-2000). Mr. Newman is a member of the University of Michigan School of
Pharmacy Board of Advisors and a Trustee of Sidwell Friends School, Washington
DC.

Andrew Horowitz J.D. Mr. Horowitz has been a Director since September,
2002. His most recent ventures were Partners Healthcare, a leading institutional
pharmacy company that he started in 1998, and Care Alternatives, a hospice
service provider, that he acquired in 2000. Upon graduation from Emory Law
School, Mr. Horowitz joined the New Jersey law firm of Norris, McLaughlin &
Marcus in the practice of business and tax law. Mr. Horowitz has been in
healthcare since succeeding his father in the management of Scotchwood Pharmacy,
a successful pharmacy business his dad started 35 years earlier. In 1995,
Scotchwood was acquired by The Multicare Companies, a nursing home company
traded on the NYSE. Pursuant to that acquisition, Mr. Horowitz became Director
of Multicare's pharmacy operations and in 1996 became a senior officer in the
Company, responsible for all ancillary businesses, including homecare, portable
diagnostics and medical supply. Upon Multicare's acquisition by Genesis Health
Ventures in 1997, he left to develop Partners. In 2003, Partners, Care
Alternatives and Solutions Healthcare, a JCAHO accredited infusion-therapy
business also owned by Mr. Horowitz, were sold to investors as part of a
like-kind roll-up, and he left the Company in May, 2005.

Mark Rosenberg. Mr. Rosenberg has been a director since March 2004. He is
one of eight investment professionals at MHR Fund Management LLC, a $2 billion
fund focused on middle market distressed businesses. He previously was Vice
President with CRT Capital Group LLC in Greenwich, CT, where he was a Research
Analyst of distressed high yield and convertible debt covering the healthcare
industry, among others. He was the former president of Rosemark Management, Inc.
in New York City where he managed a portfolio of operating businesses and real
estate investments. He serves on the Board of Ben Arnold Sunbelt Beverage
Company of South Carolina, L.P., Columbia, SC. Mr. Rosenberg graduated from the
Wharton School, University of Pennsylvania and holds a Bachelors of Science in
Economics, 1984.

Bernard Korman. Mr. Korman has been a director since September 2004. Mr.
Korman is Chairman of Philadelphia Health Care Trust, a Foundation dedicated to
supporting healthcare delivery, research and education. After practicing law in
Philadelphia for 13 years, in 1968 he founded and was Chairman, President and
CEO of American Medicorp, Inc. (NYSE), one of the first public hospital
management companies in the United States. From 1977 until 1995, he served as
President and CEO of MEDIQ Incorporated (AMEX), a healthcare services company,
and Chairman of PCI Services, Inc. (NASDAQ), a pharmaceutical packaging services
company (1983-1996). Mr. Korman presently serves as a Director of The New
America High Income Fund, Inc. (NYSE); Omega Healthcare Investors, Inc. (NYSE);
and NutraMax Products, Inc.

Board Meetings And Committees
- -----------------------------

The Board held a total of four meetings during the fiscal year ended
January 31, 2006 (the "2006 Fiscal Year"). The Board has an Audit Committee, a
Compensation Committee, and a Nominating and Governance Committee.

The Audit Committee operates under a written charter adopted by the Board
on January 14, 2003. A copy of the Audit Committee Charter is attached as an
exhibit to the Company's proxy materials for the annual meeting of shareholders
held on April 22, 2003, which proxy materials were filed with the Securities and
Exchange Commission (the "SEC") on March 24, 2003. The Audit Committee's duties
include responsibility for reviewing the Company's accounting practices and
audit procedures. The Audit Committee, which consists of Bernard Korman, Andrew
Horowitz, and Mark Rosenberg, held four meetings during the fiscal year ended
January 31 2006 (the "Fiscal Year"). Each member of the Audit Committee meets
the independence requirements of Rule 4200(a)(15) of the NASDAQ Stock market
listing standards ("Rule 4200(a)(15)"). (See the "Report of Audit Committee"
later in this Proxy Statement, which details the duties and performance of the
Audit Committee.) The Company's Board of Directors has determined that Mr.
Korman is qualified to serve as an audit committee financial expert as defined
in the applicable regulations of the Securities and Exchange Commission.

The Compensation Committee recommends to the Board the compensation and
benefits of the Company's executive officers, and has established and reviews
general policies relating to compensation of the Company's employees. The
Compensation Committee, which consists of Andrew Horowitz, Bernard Korman, and
Mark Rosenberg, held five meetings during the 2006 Fiscal Year.

The Nominating & Governance Committee operates under a written charter
adopted by the board on February 25, 2004. A copy of the Nominating & Governance
Committee Charter is attached as an exhibit to the Company's proxy materials for
the annual meeting of shareholders held on June 9, 2004. The Nominating &
Governance Committee's duties include developing and maintaining a current list
of the functional needs and qualifications of members of the Board, evaluating
and recommending whether a member of the Board meets the criteria to qualify as
an "independent" director under Rule 4200(a)(15), to interview, evaluate,
nominate and recommend individuals for membership on the Board as required and
to evaluate the effectiveness of the meetings of the Board, including agendas,
meeting materials, meeting structure and organization, schedule of meetings and
minutes. The committee also prepares, recommends and establishes Board policies
for corporate governance and planning. The Nominating & Governance Committee,
which consists of Andrew Horowitz, Bernard Korman, and Mark Rosenberg, had one
meeting during the 2006 Fiscal Year. Each member of the Nominating & Governance
Committee meets the independence requirements of Rule 4200(a)(15).

The Nominating & Governance Committee does not currently have a formal
policy with regards to the consideration of director candidates recommended by
security holders. However, the Nominating & Governance Committee intends to
formulate and adopt such a policy during the current fiscal year.

Shareholders who wish to communicate with members of the Board may send
correspondence to them in care of Corporate Secretary, Medical Nutrition USA,
Inc., 10 West Forest Avenue, Englewood, New Jersey 07631.

We encourage each of our directors to attend the Annual Meeting. Five of
our then five directors attended our Annual Meeting held on June 7, 2005.

Director Compensation
- ---------------------

Directors of the Company who are not officers or employees receive, as
compensation for their services as directors, including the committees on which
they serve: (a) a grant, at the time of their election or appointment, of an
option to purchase 15,000 shares of our common stock, and (b) an annual grant of
an option to purchase 15,000 shares of our common stock. Chairman of the
committees receive an additional 5,000 options to purchase shares of our common
stock. The exercise price of these options is equal to the last reported sale
price for our common stock on the trading day preceding the grant of the
options.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board has appointed the firm of Amper, Politziner & Mattia, P.C., 2015
Lincoln Highway Edison, NJ 08818, to act as independent public accountants of
the Company for the fiscal year ending January 31, 2007, and has directed that
such appointment be submitted to the shareholders of the Company for
ratification at the 2006 Annual Meeting. Amper, Politziner & Mattia, P.C. is
considered by management of the Company to be well qualified. If the
shareholders do not ratify the appointment of Amper, Politziner & Mattia, P.C.,
the Board will reconsider the appointment. Representatives of Amper, Politziner
& Mattia, P.C. will be present at the 2006 Annual Meeting. They will have an
opportunity to make a statement if they desire to do so and will be available to
respond to appropriate questions from shareholders. Amper, Politziner & Mattia,
P.C. has acted as independent public accountants of the Company since April 26,
2006.

RECENT CHANGE IN INDEPENDENT PUBLIC ACCOUNTANTS

On April 26, 2006, the "Company" was notified by Goldstein & Ganz, P.C.
("Goldstein & Ganz") that they were declining to stand for re-election as the
Company's independent accountant.

The audit reports of Goldstein & Ganz on the consolidated financial
statements of the Company as of and for the fiscal year ended January 31, 2006
and 2005 did not contain an adverse opinion or disclaimer of opinion and were
not qualified as to uncertainty, audit scope or accounting principals, except
that the audit report for the fiscal year ended January 31, 2005 stated that the
Company's consolidated financial statements for its fiscal years ended January
31, 2005 and 2004 had been restated.

During the two most recent fiscal years ended January 31, 2006 and
subsequent interim period through April 26, 2006, there were no disagreements
between the Company and Goldstein & Ganz on any matter of accounting principals
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Goldstein & Ganz,
would have caused Goldstein & Ganz to make reference to the subject matter of
the disagreement in their audit reports.

Audit Fees
- ----------

During the last two fiscal years, Goldstein & Ganz billed the Company the
following fees for its services:

Fiscal Year Ending
------------------

January 31, 2005 January 31, 2006
---------------- ----------------

Audit Fees $33,244 $40,000
Audit-Related Fees $4,463 $6,325
Tax Fees $0 $0
All Other Fees (1) $6,925 $26,375

(1) All other fees includes fees for additional SEC filings and miscellaneous
items.

It has historically been the practice of the Company that all audit fees
are approved by the Audit Committee. However, other fees paid to our independent
auditors have historically not been pre-approved by the Audit Committee, and
such fees were not pre-approved by the Audit Committee during the 2006 Fiscal
Year. In compliance with the rules adopted by SEC in order to implement the
requirements of the Sarbanes-Oxley Act of 2002, our Audit Committee has adopted
pre-approval policies and procedures, which policies and procedures are
discussed below.

Our Audit Committee has considered whether the provision of services other
than those described above under the heading "Audit Fees" are compatible with
maintaining the independence of our principal accountants, and concluded that
they are compatible.

Audit Committee Pre-Approval Policies
- -------------------------------------

Our Audit Committee has adopted pre-approval policies and procedures
pursuant to which audit and permissible non-audit services may be pre-approved
by category of service. The fees are budgeted, and actual fees versus the budget
are monitored throughout the year. During the year, circumstances may arise when
it may become necessary to engage the independent auditor for additional
services not contemplated in the original pre-approval. In those instances, for
any fees for services above $5,000, we will obtain the specific pre-approval of
the Audit Committee before engaging the independent auditor for such services.
The policies require the Audit Committee to be informed of each service, and the
policies do not include any delegation of the Audit Committee's responsibilities
to management. The Audit Committee may delegate pre-approval authority to one or
more of its members. The member to whom such authority is delegated will report
any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Recommendation of the Board
- ---------------------------

The Board unanimously recommends that shareholders vote FOR the proposal to
ratify the appointment of Amper, Politziner & Mattia, P.C. as independent public
accountants of the Company for the fiscal year ending January 31, 2007.

MANAGEMENT

The following sets forth the names, ages and positions of the Company's
executive officers as of April 30, 2006:

Name Position Age
- ---- -------- ---

Francis Newman Chairman, Chief Executive Officer and Director 56
Arnold Gans President 71
Myra Gans Executive Vice President, Secretary 68
Jeffrey Janco Vice President/Operations, Treasurer, 49
Principal Accounting Officer

Background
- ----------

Francis Newman. Mr. Newman has been Chairman of the Company since July
2003, Chief Executive Officer since March 2003 and a Director of the Company
since November 2002. See, "Proposal 1--Election of Directors" for additional
biographical information on Mr. Newman.

Arnold Gans. Mr. Gans, one of the Company's founders, has been President of
the Company since its formation in 1981. He was Chief Executive Officer until
2003 and a director from 1982 until 2005. Prior to founding the company in 1981,
Mr. Gans was President of Control Drug, Inc. a private company engaged in the
manufacture of nutritional protein supplements. Mr. Gans was granted patents in
1977, which he has assigned to the Company, for method-use manufacturing for
certain nutritional formula processes relating to the use of certain foods to
treat nutritional deficiency. Mr. Gans has served on the Board of Holy Name
Hospital in Teaneck, New Jersey. He serves on the Alumni Board of Columbia
University's School of Public Health and is Chairman of the Alumni Federation
Scholarship Aid Committee. Mr. Gans is the husband of Myra Gans, the Company's
Executive Vice President/Secretary.

Myra Gans. Ms. Gans has been Executive Vice President, Secretary since
March 1982. Ms. Gans was also a Director of the Company from 1982 until 2005.
She has overall sales responsibility for the Pro-Stat product line, and works in
a close capacity with the Company's Chairman and corporate attorneys. Ms. Gans
has also worked extensively with clinicians and hospitals to integrate the
Company's products and programs and to organize seminars and in-services. Ms.
Gans is the wife of Arnold Gans, the Company's President.

Jeffrey Janco. Mr. Janco joined the Company in 1982 as Operations Manager.
He has been Vice President of Operations since 1992 and Principal Accounting
Officer since 2005. Mr. Janco's responsibilities include handling the day-to-day
operations of the company including administration, finance, accounting,
purchasing and inventory control.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of May 3, 2006 by: (i) each person
(or group of affiliated persons) known by the Company to be the beneficial owner
of more than 5% of the outstanding shares of the Company's common stock; (ii)
each of the Company's directors; (iii) the Chief Executive Officer of the
Company and each of the three other most highly-compensated executive officers
of the Company serving as such as of the end of the last fiscal year whose total
annual salary and bonus exceeded $100,000, for services rendered in all
capacities to the Company (such individuals are hereafter referred to as the
"Named Executive Officers"); and (iv) all of the Company's directors and Named
Executive Officers as a group:

Shares of
Name and Address of Beneficial Owner(1) Common Stock Beneficially Owned
--------------------------------------- -------------------------------
Number Percent(2)
------ ----------

Francis Newman (3).............................. 2,341,929 19.3%

Arnold Gans (4)................................. 916,404 8.3%

Myra Gans (5) .................................. 916,404 8.3%

Jeffrey Janco (6)............................... 183,333 1.8%

Lawrence Burstein (7)........................... 518,894 5.0%

Andrew Horowitz (8)............................. 487,701 4.6%

Mark Rosenberg (9).............................. 41,276 0.4%

Bernard Korman (10)............................. 275,614 2.7%

Richard Ullman (11)............................. 2,346,001 21.1%

Mark Rachesky (12).............................. 3,786,799 29.0%

All directors and Named Executive Officers
as a group (6 persons) ....................... 4,246,256 34.2%

(1) Unless otherwise noted, the address for each person is c/o Medical Nutrition
USA, Inc., 10 West Forest Avenue, Englewood, New Jersey 07631.

(2) Percentage ownership is based on 10,116,769 shares of common stock
outstanding on May 3, 2006. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power with
respect to securities. Shares of common stock subject to options, warrants and
convertible notes currently exercisable or convertible, or exercisable or
convertible within 60 days, are deemed outstanding for determining the number of
shares beneficially owned and for computing the percentage ownership of the
person holding such options, but are not deemed outstanding for computing the
percentage ownership of any other person. Except as indicated by footnote, and
subject to community property laws where applicable, the persons named in the
table have sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by them.

(3) Consists of (a) 1,203,263 shares of common stock, (b) 312,000 shares of
common stock issuable upon the exercise of options that are immediately
exercisable, and (c) 826,666 shares of common stock issuable upon conversion of
Notes. (See "Certain Relationships and Related Transactions" later in this Proxy
Statement for further information regarding the convertible promissory note).

(4) Consists of (a) 144,601 shares of common stock jointly owned with Myra Gans,
(b) 410,902 shares of common stock issuable upon the exercise of options owned
directly and immediately exercisable, and 360,901 shares of common stock
issuable upon the exercise of options beneficially owned by Ms. Gans and
immediately exercisable.

(5) Consists of (a) 144,601 shares of common stock jointly owned with Arnold
Gans, (b) 360,901 shares of common stock issuable upon the exercise of options
owned directly and immediately exercisable, and 410,902 shares of common stock
issuable upon the exercise of options beneficially owned by Mr. Gans and
immediately exercisable.

(6) Ownership consists of (a) 5,333 shares of common stock owned by Mr. Janco
personally and (b) 178,000 shares of common stock issuable upon the exercise of
options that are immediately exercisable.

(7) Consists of (a) 86,154 shares of common stock owned directly, 30,000 shares
of common stock beneficially owned by his wife, Leslie Slutsky and 212,200
shares of common stock beneficially owned by Unity Venture Capital Associates
Ltd. ("Unity"), (b) 55,340 shares of common stock issuable upon the exercise of
options owned directly and immediately exercisable and 36,000 shares of common
stock issuable upon the exercise of options beneficially owned by Unity and
immediately exercisable, (c) 62,000 shares of common stock issuable upon the
conversion of Notes owned directly and 37,200 shares of common stock issuable
upon the conversion of Notes beneficially owned by Ms. Slutsky. Mr. Burstein is
president, a director and the principal shareholder of Unity Venture Capital ,
and is deemed to be the beneficial owner of the securities held by or issuable
to Unity Venture Capital . Mr. Burstein resigned as a director of the Company in
February 2006. (See "Certain Relationships and Related Transactions" later in
this Proxy Statement for further information regarding the convertible
promissory note).

(8) Consists of (a) 100,000 shares of common stock owned directly and 348,696
shares of common stock beneficially owned by Grand Slam LLC ("Grand Slam"), and
(b) 39,005 shares of common stock issuable upon the exercise of options owned
directly that are immediately exercisable. Andrew Horowitz is the managing
member of Grand Slam, LLC, and is deemed to be the beneficial owner of the
securities held by or issuable to Grand Slam, LLC. (See "Certain Relationships
and Related Transactions" later in this Proxy Statement for further information
regarding the convertible promissory note).

(9) Consists of (a) 6,666 shares of common stock, (b) 26,344 shares of common
stock issuable upon the exercise of options that are immediately exercisable,
and (c) 8,266 shares of common stock issuable upon conversion of Notes. (See
"Certain Relationships and Related Transactions" later in this Proxy Statement
for further information regarding the convertible promissory note).

(10) Consists of (a) 80,500 shares of common stock, (b) 17,336 shares of common
stock issuable upon the exercise of options that are immediately exercisable,
(c) Warrants to purchase 88,889 shares of common stock, and (d) 88,889 shares of
common stock issuable upon conversion of Notes. (See "Certain Relationships and
Related Transactions" later in this Proxy Statement for further information
regarding the convertible promissory note and warrants).

(11) Mr. Ullman is a limited partner of the Ullman Family Partnership LP.
Ownership consists of (a) 2,322,001 shares of common stock beneficially owned on
behalf of the Ullman Family Partnership LP, and (b) 24,000 shares of common
stock issuable upon the exercise of options that are immediately exercisable,
beneficially owned on behalf of the Ullman Family Partnership LP. Mr. Ullman was
a director throughout the 2004 Fiscal Year and resigned effective March 30,
2004.

(12) Consists of (a) 400,000 shares of common stock owned directly and 782,193
beneficially owned MHR Capital Partners LP, and 104,473 beneficially owned MHR
Capital Partners (100) LP, and (b) 496,000 shares of common stock issuable upon
conversion of Notes owned directly and (c) 969,919 shares of common stock
beneficially owned on behalf of MHR Capital Partners LP issuable upon the
conversion of Notes and 129,547 shares of common stock beneficially owned on
behalf of MHR Capital Partners (100) LP issuable upon conversion of Notes. Mr.
Rachesky is the brother-in-law of Frank A. Newman. (See "Certain Relationships
and Related Transactions" later in this Proxy Statement for further information
regarding the convertible promissory note).

The following table sets forth certain information regarding the
compensation earned during the last three fiscal years (ended January 31, 2006,
2005 and 2004, respectively) by the Named Executive Officers:

Summary Compensation Table

Annual Long-Term
Compensation(1) Compensation
--------------- ------------
Securities
Restricted Stock Underlying All Other
Name and Principal Position Year Salary Award(s) Options Compensation
- --------------------------- ---- ------ -------- ------- ------------

Francis A. Newman, Chairman, CEO...... 2006 $175,000 150,000
2005 $135,000 300,000
2004 $134,361 $187,500 150,000

Arnold Gans, President................ 2006 $160,000 125,000
2005 $144,000 250,000
2004 $144,000 $10,608 125,000 $30,769 (2)

Myra Gans, Exec. VP.................. 2006 $120,000 100,000
2005 $110,000 200,000
2004 $99,000 $10,608 100,000 $25,384 (2)

Jeffrey Janco, VP Operations......... 2006 $100,000 75,000
2005 $85,000 150,000
2004 $78,750 75,000

(1) Excludes perquisites and other personal benefits, securities or property,
which aggregate the lesser of $50,000 or 10% of the total of annual salary and
bonus.

(2) Consists of repayment of deferred salary loaned to the company in the fiscal
year ended January 31, 2002.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information concerning the stock option
grants made to each of the Named Executive Officers during the 2006 fiscal year.
The next scheduled time for consideration of annual option grants for the Named
Executive Officers is December, 2006. No stock appreciation rights were granted
to any of the Named Executive Officers during the 2006 fiscal year.

Individual Grants
-----------------

Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal 2006 Per Share Date
---- ------- ----------- --------- ----

Francis A. Newman...... 150,000 24.8% $2.70 12/07/15
Arnold Gans............ 125,000 20.7% $2.70 12/07/15
Myra Gans.............. 100,000 16.5% $2.70 12/07/15
Jeffrey Janco.......... 75,000 12.4% $2.70 12/07/15

FISCAL YEAR-END OPTION VALUES

No options were exercised by any Named Executive Officers during the 2006
fiscal year. No stock appreciation rights were exercised by any of the Named
Executive Officers during the 2006 fiscal year, and no stock appreciation rights
are currently outstanding. The following table sets forth the number of shares
of the Company's common stock subject to exercisable and unexercisable stock
options, which the Named Executive Officers held at the end of the 2006 fiscal
year.

FISCAL YEAR END OPTION VALUES

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year-End at Fiscal Year-End (1)
------------------------------------------------------------

Non- Non-
Name Exercisable Exercisable Exercisable Exercisable
- ------------------------------------------------------------------------------
Francis Newman....... 261,900 350,100 $ 714,246 $815,754
Arnold Gans.......... 369,152 291,750 $1,213,414 $679,795
Myra Gans............ 327,501 233,400 $1,102,368 $543,836
Jeffrey Janco........ 152,950 175,050 $ 507,123 $408,877

1. Calculated by determining the difference between the fair market value of
the Company's common stock as of January 31, 2006, the last full trading
day of the Company's common stock before the end of the fiscal year, and
the exercise price of the option.

Employment Agreements

In April 2006, the Company entered into an employment agreement with Mr.
Newman pursuant to which he serves as the Company's Chief Executive Officer. The
agreement provides for an initial base salary of $185,000 per year. In addition,
the base salary may be increased annually, at the discretion of the Board. Mr.
Newman is eligible to receive an annual bonus in an amount up to 100% of his
then-current base salary (payable 50% in cash and 50% in restricted stock or
stock options) if the Company achieves certain agreed upon targets. The
agreement shall be automatically renewed each year, unless earlier terminated in
accordance with its terms.

If Mr. Newman's employment is terminated by the Company without cause, by
Mr. Newman for good reason or in connection with a change in control, he will be
entitled to receive (i) any amounts earned, accrued or owing under the
agreement, but not yet paid; (ii) a lump sum severance payment in an aggregate
amount equal to the sum of one (1) times his then-current annual Base Salary;
(iii) a continuation of all benefits for which he is eligible to participate as
of the termination date in a fashion which is similar to those which he is
receiving immediately prior to the termination date for a period of one year
after such termination; and (iv) all unvested stock options or restricted stock
held by Mr. Newman shall become immediately 100% vested , and any restrictions
on restricted stock held by Mr. Newman shall lapse.

In May 2006, the Company entered into an employment agreement with Mr.
Gans, its President. The agreement provides for an initial base salary of
$169,600 per year. In addition, the base salary may be increased annually at the
discretion of the Board. Mr. Gans is eligible to receive a bonus in an amount up
to 100% of his then-current base salary (payable 50% in cash and 50% in
restricted stock or stock options) if the Company achieves certain agreed upon
targets. The agreement shall be automatically renewed on each anniversary of the
Effective Date, unless earlier terminated in accordance with its terms.

If Mr. Gans' employment is terminated by the Company without cause or in
connection with a change in control, he will be entitled to receive (i) any
amounts earned, accrued or owing under the agreement but not yet paid; (ii) a
lump sum severance payment in an aggregate amount equal to the sum of one (1)
times his then-current annual Base Salary; (iii) a continuation of all benefits
for which he is eligible to participate as of the termination date in a fashion
which is similar to those which he is receiving immediately prior to the
Termination Date for a period of one year after such termination without cause;
and (iv) all unvested stock options or restricted stock held by Mr. Gans shall
become immediately 100% vested , and any restrictions on restricted stock held
by Mr. Gans shall lapse.

In May 2006, the Company entered into an employment agreement with Ms.
Gans, its Executive Vice President and Secretary. The agreement provides for an
initial base salary of $130,000 per year. In addition, the base salary may be
increased per year at the discretion of the Board. Ms. Gans is eligible to
receive a bonus in an amount up to 50% of her then-current base salary (payable
50% in cash and 50% in restricted stock or stock options) if the Company
achieves certain agreed upon targets. The agreement shall be automatically
renewed on each anniversary of the Effective Date, unless earlier terminated in
accordance with Section its terms.

If Ms. Gans' employment is terminated by the Company without cause or in
connection with a change in control, she will be entitled to receive (i) any
amounts earned, accrued or owing but not yet paid; (ii) a lump sum severance
payment in an aggregate amount equal to the sum of one (1) times her
then-current annual Base Salary; (iii) a continuation of all benefits for which
she is eligible to participate as of the termination date in a fashion which is
similar to those which she is receiving immediately prior to the termination
date for a period of one year after such termination without cause; and (iv) all
unvested stock options or restricted stock held by Ms. Gans shall become
immediately 100% vested , and any restrictions on restricted stock held by Ms.
Gans shall lapse.

In January 2003, the Company entered into an employment agreement with Mr.
Janco pursuant to which he serves as the Company's Vice President/Operations.
The agreement

provides for an initial base salary of $78,500 per year. In addition, the base
salary may be increased annually, in the discretion of the Board. During fiscal
year ended January 31, 2006, his base salary was $100,000. Mr. Janco is eligible
to receive a bonus in an amount up to 25% of his then-current base salary
(payable 50% in cash and 50% in restricted stock or stock options) if the
Company achieves certain agreed upon targets. The agreement shall be
automatically renewed on each anniversary of the Effective Date, unless earlier
terminated in accordance with its terms.

If Mr. Janco's employment is terminated by the Company without cause or in
connection with a change in control, he will be entitled to receive (i) any
amounts earned, accrued or owing but not yet paid; (ii) a lump sum severance
payment in an aggregate amount equal the sum of one (1) times Employee's
then-current Base Salary; (iii) a continuation of all benefits for which he is
eligible to participate as of the termination date in a fashion which is similar
to those which he is receiving immediately prior to the termination date for a
period of one year after such termination without cause; and (iv) all unvested
stock options or restricted stock held by Mr. Janco shall become immediately
100% vested , and any restrictions on restricted stock held by Mr. Janco shall
lapse.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The July 2003 transactions referenced in the discussion below were a part
of the Company's private placement of $3,127,500 of debt that was marketed to a
group of individuals and institutions as part of the Company's strategy to
obtain capital to enable it to implement its business plan.

Transactions with Francis Newman. In July 2003 Francis Newman loaned the
Company $550,000, and such loan is evidenced by a convertible promissory note
(the "Newman Note"). Interest accrues on the Newman Note at the rate of 8% per
annum, and all principal and interest under the Newman Note is due and payable
in a single installment on July 31, 2006 (the "Maturity Date"), provided that
the principal amount and all accrued interest of the Newman Note may be prepaid,
in whole or in part, at any time upon 15 days' prior written notice. The Newman
Note may be voluntarily converted, in whole or in part, at any time prior to the
Maturity Date, at the option of Mr. Newman, into shares of our common stock at a
conversion price per share equal to $0.75. At the closing of a Qualifying Equity
Financing (as defined below) on or before the Maturity Date, the entire
outstanding principal balance of, and all accrued and unpaid interest on, the
Newman Note will be automatically converted into the number of shares of common
stock as is obtained by dividing (a) the outstanding principal balance of, and
all accrued and unpaid interest on, the Newman Note as of the closing date of
the Qualifying Equity Financing by (b) the lower of (i) $0.75 or (ii) the price
per share of equity securities sold in the Qualifying Equity Financing.
Notwithstanding the foregoing, Mr. Newman will receive shares of preferred stock
(the number of which will be determined as set forth above) if the Newman Note
is converted in connection with a Qualifying Equity Financing in which the
Company sells preferred stock at a price per share that is less than or equal to
$0.75. A "Qualifying Equity Financing" means an equity financing in which the
Company sells shares of equity securities and obtains net proceeds (including
conversion of the Newman Note) in an amount not less than $2,000,000. The
Company also granted Mr. Newman certain registration

rights with respect to the shares of common stock issuable directly or
indirectly upon conversion of the Newman Note. Mr. Newman converted $50,000
principal amount of the Newman Note plus the accrued interest thereon on April
23, 2006.

As further consideration for the Newman Note, the Company granted Mr.
Newman a warrant to purchase 733,333 shares of common stock at a price per share
equal to $0.75, provided that if, pursuant to a Qualifying Equity Financing the
Company sells (a) common stock at a price per share less than $0.75, then the
Company will exchange the warrant for a warrant to purchase the same number of
shares of common stock at a price per share equal to the price per share offered
in the Qualifying Equity Financing; or (b) preferred stock at a price equal to
or less than $0.75, then the Company will exchange the warrant for a warrant to
purchase the same number of shares of preferred stock at the price per share
offered in the Qualifying Equity Financing. Mr. Newman exercised the warrants at
$0.75 per share on April 13, 2006.

In March 2003, Mr. Newman was appointed as Chief Executive Officer. In July
2003, Mr. Newman was appointed Chairman.

Transactions with Arnold and Myra Gans. In July 2003 Arnold and Myra Gans
loaned the Company $30,000, and such loan is evidenced by a convertible
promissory note (the "Gans Note"). Interest accrues on the Gans Note at the rate
of 8% per annum, and all principal and interest under the Gans Note is due and
payable in a single installment on July 31, 2006 (the "Gans Note Maturity
Date"), provided that the principal amount and all accrued interest of the Gans
Note may be prepaid, in whole or in part, at any time upon 15 days' prior
written notice. The Gans Note may be voluntarily converted, in whole or in part,
at any time prior to the Gans Note Maturity Date, at the option of Mr. and Mrs.
Gans, into shares of our common stock at a conversion price per share equal to
$0.75. At the closing of a Qualifying Equity Financing (as defined below) on or
before the Gans Note Maturity Date, the entire outstanding principal balance of,
and all accrued and unpaid interest on, the Gans Note will be automatically
converted into the number of shares of common stock as is obtained by dividing
(a) the outstanding principal balance of, and all accrued and unpaid interest
on, the Gans Note as of the closing date of the Qualifying Equity Financing by
(b) the lower of (i) $0.75 or (ii) the price per share of equity securities sold
in the Qualifying Equity Financing. Notwithstanding the foregoing, Mr. Gans will
receive shares of preferred stock (the number of which will be determined as set
forth above) if the Gans Note is converted in connection with a Qualifying
Equity Financing in which the Company sells preferred stock at a price per share
that is less than or equal to $0.75. A "Qualifying Equity Financing" means an
equity financing in which the Company sells shares of equity securities and
obtains net proceeds (including conversion of the Gans Note) in an amount not
less than $2,000,000). The Company also granted Mr. and Mrs. Gans certain
registration rights with respect to the shares of common stock issuable directly
or indirectly upon conversion of the Gans Note. Mr. and Mrs. Gans converted all
of the Gans' notes plus all accrued but unpaid interest into shares of common
stock on April 23, 2006.

As further consideration for the Gans Note, the Company granted Mr. and
Mrs. Gans a warrant to purchase 40,000 shares of common stock at a price per
share equal to $0.75, provided that if, pursuant to a Qualifying Equity
Financing the Company sells (a) common stock at a price per share less than
$0.75, then the Company will exchange the warrant for a warrant to purchase the
same number of shares of common stock at a price per share equal to the price
per share offered in the Qualifying Equity Financing; or (b) preferred stock at
a price equal to or less than $0.75, then the Company will exchange the warrant
for a warrant to purchase the same number

of shares of preferred stock at the price per share offered in the Qualifying
Equity Financing. Mr. and Mrs. Gans exercised the warrants at $0.75 per share on
March 13, 2006.

Transactions with Lawrence Burstein. In July 2003 Lawrence Burstein and his
wife loaned the Company $60,000, and such loan is evidenced by a convertible
promissory note (the "Burstein Note"). Interest accrues on the Burstein Note at
the rate of 8% per annum, and all principal and interest under the Burstein Note
is due and payable in a single installment on July 31, 2006 (the "Burstein Note
Maturity Date"), provided that the principal amount and all accrued interest of
the Burstein Note may be prepaid, in whole or in part, at any time upon 15 days'
prior written notice. The Burstein Note may be voluntarily converted, in whole
or in part, at any time prior to the Burstein Note Maturity Date, at the option
of Mr. and Mrs. Burstein, into shares of our common stock at a conversion price
per share equal to $0.75. At the closing of a Qualifying Equity Financing (as
defined below) on or before the Burstein Note Maturity Date, the entire
outstanding principal balance of, and all accrued and unpaid interest on, the
Burstein Note will be automatically converted into the number of shares of our
common stock as is obtained by dividing (a) the outstanding principal balance
of, and all accrued and unpaid interest on, the Burstein Note as of the closing
date of the Qualifying Equity Financing by (b) the lower of (i) $0.75 or (ii)
the price per share of equity securities sold in the Qualifying Equity
Financing. Notwithstanding the foregoing, Mr. Burstein will receive shares of
preferred stock (the number of which will be determined as set forth above) if
the Burstein Note is converted in connection with a Qualifying Equity Financing
in which the Company sells preferred stock at a price per share that is less
than or equal to $0.75. A "Qualifying Equity Financing" means an equity
financing in which the Company sells shares of equity securities and obtains net
proceeds (including conversion of the Burstein Note) in an amount not less than
$2,000,000. The Company also granted Mr. and Mrs. Burstein certain registration
rights with respect to the shares of common stock issuable directly or
indirectly upon conversion of the Burstein Note.

As further consideration for the Burstein Note, the Company granted Mr. and
Mrs. Burstein a warrant to purchase 80,000 shares of common stock at a price per
share equal to $0.75, provided that if, pursuant to a Qualifying Equity
Financing the Company sells (a) common stock at a price per share less than
$0.75, then the Company will exchange the warrant for a warrant to purchase the
same number of shares of common stock at a price per share equal to the price
per share offered in the Qualifying Equity Financing; or (b) preferred stock at
a price equal to or less than $0.75, then the Company will exchange the warrant
for a warrant to purchase the same number of shares of preferred stock at the
price per share offered in the Qualifying Equity Financing. Mr. Burstein and Ms.
Slutsky exercised their warrants exercised the warrants at $0.75 per share on
March 29, 2006. Mr. Burstein resigned from the Board in February 2006.

Transactions with Grand Slam, LLC and Andrew Horowitz. Mr. Horowitz is the
managing member of Grand Slam, LLC ("Grand Slam"). In July 2003 Grand Slam
loaned the Company $100,000, and such loan is evidenced by a convertible
promissory note (the "Grand Slam Note"). Interest accrues on the Grand Slam Note
at the rate of 8% per annum, and all principal and interest under the Grand Slam
Note is due and payable in a single installment on July 31, 2006 (the "Grand
Slam Note Maturity Date"), provided that the principal amount and all accrued
interest of the Grand Slam Note may be prepaid, in whole or in part, at any time
upon 15 days' prior written notice. The Grand Slam Note may be voluntarily
converted, in whole or in part, at any time prior to the Grand Slam Note
Maturity Date, at the option of Grand Slam, LLC, into shares of our common stock
at a conversion price per share equal to $0.75. At the closing of

a Qualifying Equity Financing (as defined below) on or before the Grand Slam
Note Maturity Date, the entire outstanding principal balance of, and all accrued
and unpaid interest on, the Grand Slam Note will be automatically converted into
the number of shares of our common stock as is obtained by dividing (a) the
outstanding principal balance of, and all accrued and unpaid interest on, the
Grand Slam Note as of the closing date of the Qualifying Equity Financing by (b)
the lower of (i) $0.75 or (ii) the price per share of equity securities sold in
the Qualifying Equity Financing. Notwithstanding the foregoing, Grand Slam LLC
will receive shares of preferred stock (the number of which will be determined
as set forth above) if the Grand Slam Note is converted in connection with a
Qualifying Equity Financing in which the Company sells preferred stock at a
price per share that is less than or equal to $0.75. A "Qualifying Equity
Financing" means an equity financing in which the Company sells shares of equity
securities and obtains net proceeds (including conversion of the Grand Slam
Note) in an amount not less than $2,000,000. The Company also granted Grand Slam
LLC certain registration rights with respect to the shares of common stock
issuable directly or indirectly upon conversion of the Grand Slam Note. Mr.
Horowitz converted all of the Grand Slam LLC note plus all accrued but unpaid
interest into shares of common stock on April 23, 2006.

As further consideration for the Grand Slam Note, the Company granted Grand
Slam LLC a warrant to purchase 133,333 shares of common stock at a price per
share equal to $0.75, provided that if, pursuant to a Qualifying Equity
Financing the Company sells (a) common stock at a price per share less than
$0.75, then the Company will exchange the warrant for a warrant to purchase the
same number of shares of common stock at a price per share equal to the price
per share offered in the Qualifying Equity Financing; or (b) preferred stock at
a price equal to or less than $0.75, then the Company will exchange the warrant
for a warrant to purchase the same number of shares of preferred stock at the
price per share offered in the Qualifying Equity Financing. Mr. Horowitz
exercised the warrants at $0.75 per share on April 4, 2006. On July 31, 2003, as
consideration for a Subscription Agreement for Purchase of Shares dated June 19,
2002, the Company granted Mr. Horowitz a warrant to purchase 100,000 shares of
common stock at a price per share equal to $0.50, which he converted into shares
of common stock on April 6, 2006.

Transactions with Mark Rosenberg. In July 2003 Mark Rosenberg loaned the
Company $5,000, and such loan is evidenced by a convertible promissory note (the
"Rosenberg Note"). Interest accrues on the Rosenberg Note at the rate of 8% per
annum, and all principal and interest under the Ullman Note is due and payable
in a single installment on July 31, 2006 (the "Rosenberg Note Maturity Date"),
provided that the principal amount and all accrued interest of the Rosenberg
Note may be prepaid, in whole or in part, at any time upon 15 days' prior
written notice. The Rosenberg Note may be voluntarily converted, in whole or in
part, at any time prior to the Rosenberg Note Maturity Date, at the option of
Mr. Rosenberg, into shares of our common stock at a conversion price per share
equal to $0.75. At the closing of a Qualifying Equity Financing (as defined
below) on or before the Rosenberg Note Maturity Date, the entire outstanding
principal balance of, and all accrued and unpaid interest on, the Rosenberg Note
will be automatically converted into the number of shares of common stock as is
obtained by dividing (a) the outstanding principal balance of, and all accrued
and unpaid interest on, the Rosenberg Note as of the closing date of the
Qualifying Equity Financing by (b) the lower of (i) $0.75 or (ii) the price per
share of equity securities sold in the Qualifying Equity Financing.
Notwithstanding the foregoing, Mr. Rosenberg will receive shares of preferred
stock (the number of which will be determined as set forth above) if the
Rosenberg Note is converted in connection with a Qualifying Equity Financing in
which the Company sells preferred stock at a price per

share that is less than or equal to $0.75. A "Qualifying Equity Financing" means
an equity financing in which the Company sells shares of equity securities and
obtains net proceeds (including conversion of the Rosenberg Note) in an amount
not less than $2,000,000. The Company also granted Mr. Rosenberg certain
registration rights with respect to the shares of common stock issuable directly
or indirectly upon conversion of the Rosenberg Note.

As further consideration for the Rosenberg Note, the Company granted Mr.
Rosenberg a warrant to purchase 6,666 shares of common stock at a price per
share equal to $0.75, provided that if, pursuant to a Qualifying Equity
Financing the Company sells (a) common stock at a price per share less than
$0.75, then the Company will exchange the warrant for a warrant to purchase the
same number of shares of common stock at a price per share equal to the price
per share offered in the Qualifying Equity Financing; or (b) preferred stock at
a price equal to or less than $0.75, then the Company will exchange the warrant
for a warrant to purchase the same number of shares of preferred stock at the
price per share offered in the Qualifying Equity Financing. Mr. Rosenberg
exercised the warrants at ).75 per share on March 23, 2006.

Transactions with Bernard Korman. In December 2003 Bernard Korman loaned
the Company $200,000, and such loan is evidenced by a convertible promissory
note (the "Korman Note"). Interest accrues on the Korman Note at the rate of 8%
per annum, and all principal and interest under the Korman Note is due and
payable in a single installment on July 31, 2006 (the "Korman Note Maturity
Date"), provided that the principal amount and all accrued interest of the
Korman Note may be prepaid, in whole or in part, at any time upon 15 days' prior
written notice. The Korman Note may be voluntarily converted, in whole or in
part, at any time prior to the Korman Note Maturity Date, at the option of Mr.
Korman, into shares of common stock at a conversion price per share equal to
$2.25. At the closing of a Qualifying Equity Financing (as defined below) on or
before the Korman Note Maturity Date, the entire outstanding principal balance
of, and all accrued and unpaid interest on, the Korman Note will be
automatically converted into the number of shares of common stock as is obtained
by dividing (a) the outstanding principal balance of, and all accrued and unpaid
interest on, the Korman Note as of the closing date of the Qualifying Equity
Financing by (b) the lower of (i) $2.25 or (ii) the price per share of equity
securities sold in the Qualifying Equity Financing. Notwithstanding the
foregoing, Mr. Korman will receive shares of preferred stock (the number of
which will be determined as set forth above) if the Korman Note is converted in
connection with a Qualifying Equity Financing in which the Company sells
preferred stock at a price per share that is less than or equal to $2.25. A
"Qualifying Equity Financing" means an equity financing in which the Company
sells shares of equity securities and obtains net proceeds (including conversion
of the Terry Note) in an amount not less than $2,000,000. The Company also
granted Mr. Korman certain registration rights with respect to the shares of our
common stock issuable directly or indirectly upon conversion of the Korman Note.

As further consideration for the Korman Note, the Company granted Mr.
Korman a warrant to purchase 88,889 shares of common stock at a price per share
equal to $3.00, provided that if, pursuant to a Qualifying Equity Financing the
Company sells (a) common stock at a price per share less than $2.25, then the
Company will exchange the warrant for a warrant to purchase the same number of
shares of common stock at a price per share equal to the price per share offered
in the Qualifying Equity Financing; or (b) preferred stock at a price equal to
or less than $2.25, then the Company will exchange the warrant for a warrant to
purchase the same number of shares of preferred stock at the price per share
offered in the Qualifying Equity Financing.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and holders of more than 10% of a registered class of the
Company's equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Directors, executive officers and greater than 10% shareholders
are required by SEC regulation to furnish the Company with copies of all Section
16(a) reports they file. Based solely on its review of copies of such forms
received by it, or written representation from certain reporting persons that no
Form 5s were required for those persons, the Company believes that all reporting
requirements under Section 16(a) for the 2005 Fiscal Year were met in a timely
manner by its directors, executive officers and greater than 10% beneficial
owners, except that Mr. Newman, Mr. Gans, and Ms. Gans were late in filing a
Form 4 to report transactions occurring in December 2005, Mr. Korman was late in
filling a Form 4 to report his transactions occurring in the month of March
2006; and Mr. Burstein, Mr. Horowitz and Mr. Rosenberg were each late in filing
a Form 4 to report transactions occurring in the month of December 2005. All
such filings have been made as of the Record Date. Each of such filings were
filed to report one reportable transaction.

REPORT OF AUDIT COMMITTEE

The following report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act or the Exchange Act, except to the
extent the Company specifically incorporates this report by reference therein.

The Audit Committee Charter was adopted by the Board and reflects the
standards set forth in SEC regulations and the rules of the Exchange.

The Audit Committee's primary duties and responsibilities are:

o Serve as an independent objective party to monitor the Company's
financial reporting process and internal control system.

o Review and appraise the audit efforts of the Company's independent
accountants.

o Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board.

The duties and responsibilities of a member of the Audit Committee are in
addition to his or her duties as a member of the Board.

The Audit Committee has implemented procedures to ensure that during the
course of each fiscal year it devotes the attention that it deems necessary or
appropriate to each of the matters assigned to it under its charter. The Audit
Committee met four times during the 2006 Fiscal Year.

In overseeing the preparation of the Company's financial statements, the
Audit Committee met with both management and the Company's outside auditors to
review and discuss all financial statements prior to their issuance and to
discuss significant accounting issues. Management advised the Audit Committee
that all financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee discussed the statements
with both management and the outside auditors. The Audit Committee's review
included discussion with the outside auditors of matters required to be
discussed pursuant to Statements on Auditing Standards No. 61 and 90
(Communication with Audit Committees).

With respect to the Company's outside auditors, the Audit Committee, among
other things, discussed with Goldstein & Ganz P.C. matters relating to its
independence, including the written disclosures made to the Audit Committee as
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees).

On the basis of these reviews and discussions, the Audit Committee
recommended to the Board that the Board approve the inclusion of the Company's
audited financial statements in the Company's Annual Report on Form 10-KSB for
the year ended January 31, 2006.

Submitted by the Audit Committee:

Bernard Korman, Chairman
Andrew Horowitz
Mark Rosenberg

SHAREHOLDER PROPOSALS

From time to time shareholders present proposals which may be proper
subjects for inclusion in a proxy statement and for consideration at an annual
meeting. To be timely, a proposal by a shareholder intended to be included in
our proxy statement and presented at the 2007 annual meeting must be received at
our principal executive offices no later than 120 days before the anniversary
date of our 2006 annual meeting, provided such annual meeting is held within 30
days before or after the anniversary date of the 2006 annual meeting. If the
2007 annual meeting is not held within 30 days before or after the anniversary
date of the 2006 annual meeting, then the shareholder's notice must be delivered
to, or mailed and received not later than a reasonable time before the Company
begins to print and mail its proxy materials for such meeting.

ANNUAL REPORT ON FORM 10-KSB

A complete copy of the Company's Annual Report on Form 10-KSB for the year
ended January 31, 2006 is included in the Company's 2006 Annual Report to
Shareholders. A copy of the Company's 2006 Annual Report to Shareholders has
been mailed to all shareholders along with this Proxy Statement. Shareholders
may obtain additional copies of the Company's Annual Report on Form 10-KSB and
the exhibits thereto, without charge, by writing to Myra Gans, Executive Vice
President and Secretary of the Company, at the Company's principal executive
offices at the 10 West Forest Avenue, Englewood, NJ 07631.

OTHER MATTERS

Management does not know of any matters to be presented at the 2006 Annual
Meeting other than those set forth herein and in the Notice accompanying this
Proxy Statement. If a shareholder vote is necessary to transact any other
business at the 2006 Annual Meeting, the proxy holders intend to vote their
proxies in accordance with their best judgment related to such business.

It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. YOU ARE, THEREFORE, URGED TO EXECUTE
PROMPTLY AND RETURN THE ACCOMPANYING PROXY IN THE ENVELOPE THAT HAS BEEN
ENCLOSED FOR YOUR CONVENIENCE. Shareholders who are present at the 2006 Annual
Meeting may revoke their proxies and vote in person or, if they prefer, may
abstain from voting in person and allow their proxies to be voted.

By Order of the Board of Directors,

/s/ F. A. NEWMAN
------------------------
Francis A. Newman
Chairman
May 9, 2006
Englewood, New Jersey

ANNUAL MEETING OF SHAREHOLDERS OF

MEDICAL NUTRITION USA, INC.

June 7, 2006

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

Please detach along perforated line and mail in the envelope provided.

- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- --------------------------------------------------------------------------------

1. To elect directors to serve for a term ending at the 2007 Annual Meeting of
Shareholders or until his or her successor is duly elected and qualified.

[ ] FOR ALL NOMINEES NOMINEES
[ ] Francis A. Newman
[ ] WITHHOLD AUTHORITY [ ] Andrew Horowitz
FOR ALL NOMINEES [ ] Bernard Korman
[ ] Mark H. Rosenberg
[ ] FOR ALL EXCEPT
(See instructions below)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: [X]

- --------------------------------------------------------------------------------

2. Ratification of the appointment of Amper, Politziner & Mattia P.C. as
independent auditors of the Company for the 2007 fiscal year.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

In their discretion, the proxies are authorized to vote upon such other business
that properly may come before the 2006 Annual Meeting and any adjournments
thereof.

The Company's Board of Directors recommends a vote FOR the election of the
directors listed above and a vote FOR the listed proposals. If no instruction to
the contrary is indicated, this Proxy will be voted for the election of the
directors listed above and for Proposal 2.

Please mark, sign, date and return this card in the enclosed postage-paid
envelope today.

- --------------------------------------------------------------------------------

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this
method. [ ]

Signature of Shareholder _________________________ Date: ________________

Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.

MEDICAL NUTRITION USA, INC.
2006 ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MEDICAL NUTRITION USA, INC.

The undersigned revokes all previous proxies, acknowledges receipt of the
Notice of 2006 Annual Meeting of Shareholders and the Proxy Statement and
appoints Francis A. Newman and Myra Gans, and each of them, the attorneys and
proxies of the undersigned, each with full power of substitution, to vote all
the shares of common stock of Medical Nutrition USA Inc, Inc. (the "Company")
which the undersigned is entitled to vote, either on his or her own behalf or on
behalf of any entity or entities, at the 2006 Annual Meeting of Shareholders of
the Company (the "2006 Annual Meeting") to be held at the Company's executive
offices, 10 West Forest Avenue, Englewood, New Jersey 07631, at 10:00 a.m. on
June 7, 2006, and at any adjournments or postponements thereof, with the same
force and effect as the undersigned might or could do if personally present
thereat. The shares represented by this Proxy will be voted in the manner set
forth below:

(Continued and to be signed on the reverse side)