X0202 4 2006-07-31 0000722617 MEDICAL NUTRITION USA INC MDNU 0001194368 RACHESKY MARK H MD 40 WEST 57TH STREET, 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001354805 MHR Capital Partners Master Account LP 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 0001284082 MHR ADVISORS LLC 40 WEST 57TH STREET 24TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2006-07-31 4 M 0 1099467 .75 A 1986133 I See footnote Common Stock 2006-07-31 4 M 0 496000 .75 A 896100 D Convertible Promissory Notes .75 2006-07-31 4 M 0 886666 .75 D 2003-07-31 2006-07-31 Common Stock, par value $0.0001 per share 886666 0 I See footnote Convertible Promissory Notes .75 2006-07-31 4 M 0 400000 .75 D 2003-07-31 2006-07-31 Common Stock, par value $0.0001 400000 0 D 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. 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. 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. /s/ Mark H. Rachesky, M.D. 2006-08-02