SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RACHESKY MARK H MD (Last) (First) (Middle) 40 WEST 57TH STREET, 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MEDICAL NUTRITION USA INC [ MDNU ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/31/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2006		M		1,099,467(1)(2)	A	$0.75(2)	1,986,133	I(1)	See footnote(1)
Common Stock	07/31/2006		M		496,000(2)	A	$0.75(2)	896,100	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Notes(3)	$0.75	07/31/2006		M			886,666(2)	07/31/2003	07/31/2006	Common Stock, par value $0.0001 per share	886,666(2)	$0.75(2)	0	I(1)	See footnote(1)
Convertible Promissory Notes(3)	$0.75	07/31/2006		M			400,000(2)	07/31/2003	07/31/2006	Common Stock, par value $0.0001	400,000(2)	$0.75(2)	0	D

1. Name and Address of Reporting Person* RACHESKY MARK H MD (Last) (First) (Middle) 40 WEST 57TH STREET, 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR Capital Partners Master Account LP (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MHR ADVISORS LLC (Last) (First) (Middle) 40 WEST 57TH STREET 24TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The 1,099,467 shares of common stock reported as acquired herein are held for the account of MHR Capital Partners Master Account LP, an Anguila limited partnership ("Master Account") and MHR Capital Partners (100) LP, a Delaware limited partnership ("Capital Partners"). MHR Advisors LLC, a Delaware limited liability company ("Advisors") is the general partner of each of Master Account and Capital Partners. The Reporting Person is the managing member of Advisors. In such capacity, the Reporting Person may be deemed to be the beneficial owner of the securities held for the accounts of each of Master Account and Capital Partners.

2. The convertible promissory note converted into shares of common stock at a conversion rate of $0.75 per share. The amount reported acquired in Table 1 also takes into account accrued and unpaid interest on the convertible promissory note.

3. The purpose of this Form 4 is to report the conversion of the convertible promissory note into shares of common stock described herein by the Reporting Persons. The convertible promissory notes were acquired by the Reporting Persons pursuant to a loan agreement, as further described in the Schedule 13D filed by the reporting persons on July 31, 2003.

Remarks:

	/s/ Mark H. Rachesky, M.D.	08/02/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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