
                       SECURITIES AND EXCHANGE COMMISSION
                             
                              WASHINGTON, D.C.DC 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANTPursuant TOto SECTIONSection 13 ORor 15(Dd) OFof THEthe
                         SECURITIESSecurities EXCHANGEExchange ACTAct OFof 1934

       

Date of reportReport (Date of earliest event reported): December 2318, 20042006

                      Nutrition Management Services Company
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                      Nutrition Management Services Company
             (Exact name of registrant as specified in its charter)

          Delaware                         

        Pennsylvania                 0-19824                                 23-2095332
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(State or other jurisdiction             (Commission File Number)                    (IRS Employer
          of incorporation)                                                    File Number)           Identification No.)

                725 Kimberton Road,                  Kimberton,              Pennsylvania 19442
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                                         (Address of principal executive offices)

        
Registrant's telephone number, including area code: (610-) 935-2050
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                                      N/A
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                   (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
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     /|_/   | Soliciting  material   pursuant to Rule 14a-12   under the Exchange Act
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     /|_/   |  Pre-commencement  communications  pursuant to Rule 14d-2(b)   under the
           Exchange Act (17 CFR 240.14d-2(b))

     /|_/   |  Pre-commencement  communications  pursuant to Rule 13e-4(c)   under the
           Exchange Act (17 CFR 240.13e-4(c))




Item
ITEM 48.01   CHANGES         OTHER IN COMPANY'S CERTIFYING ACCOUNTANTEVENTS.

The  Company's  auditors for the year ended June 30, 2004 were BDO Seidman,  LLP
("BDO Seidman").          On December 23, 2004, BDO Seidman advised the Company that they
were resigning as the Company's independent auditors.


Pursuant to Item 304(a) of Regulation S-K, the Company reports the following:

(a)  Previous Independent Accountants

     (i)    On January 1018,  20052006,  the CompanyNutrition  retainedManagement  MooreServices  Stephens as its
            independent  certified  public  accountants in place of BDO Seidman,
            who  resigned  as  independent  auditors  of the  Company  effective
            December 23, 2004.

     (ii)   The reports of BDO Seidman on the Company's financial statements for
            the past two fiscal  years did not  contain an adverse  opinion or a
            disclaimer  of opinion  and were not  qualified  or  modified  as to
            uncertainty, audit scope, or accounting principles.

     (iii)  The  decision  to  change  accountants  was  approved  by the  Audit
            Committee of the Board of Directors.

     (iv)   In connection with the audits of the "Company's financial  statements
            for each of the two most recent fiscal years ended June 30, 2004 and
            through  December 23,  2004,  there were no  disagreements  with BDO
            Seidman  on  any  matter  of  accounting  principles  or  practices,
            financial  statement  disclosure,  or auditing  scope and  procedure
            which,  if not resolved to the  satisfaction  of BDO Seidman,  would
            have caused it to make reference to the matter in their report.

     (v")    In connection  withsent the completion of its audit of, and the issuance
            of an unqualified  report on, the Company's  consolidated  financial
            statements  for the fiscal year ended June 30, 2004,  the  Company's
            independent auditors, BDO Seidman,  communicated to the Company that
            the following matter involving the Company's  internal  controls and
            operation were considered to be a "reportableletter condition", as defined
            under standards  established by the American  Institute of Certified
            Public Accountants, or AICPA.

            The Company did not have sufficient  competent  accounting personnel
            and as a result  processes  relating to preparationvarious ofindividuals the Company's
            income tax  accrual,  including  lack of timely  management  review,
            contributed  to a material  adjustment of the income tax accounts in
            the fourth quarter of the current fiscal year.

            Reportable  conditions  are matters  coming to the  attention of the
            independent auditors that, in their judgment,  relate to significant
            deficiencies  in the design or  operation  of internal  controls and
            could  adversely  affect the Company's  ability towould record,  process,
            summarizeconduct and report  financial data  consistent with the assertions
            of management in the financial statements.  In addition, BDO Seidman
            has advised the Company that they  consider  this  matter,  which is
            listed  above,  to be a "material  weakness"  that,  by itself or in
            combinationone-day  couldauction  result in a more than remoteon  likelihoodFebruary  that a
            material  misstatement  in  the  financial  statements  will  not be

                                       2


            prevented  or  detected  by our  employees  in the normal  course of
            performing their assigned functions.

            As  required  by SEC Rule  13a-15(b),  the  Company  carried  out2007 an
            evaluation,  under the supervision and with the participation of its
            management of the  effectiveness  of the design and operation of the
            Company's  disclosure  controls and  procedures as of June 30, 2004.
            Based  on the  foregoing,  the  Company's  Chief  Executive  Officer
            ("CEO") and Principal Financial Manager ("PFM") have determined that
            the Company's  disclosure controls and procedures were not effective
            at awhich reasonableit assurance level based upon the deficiency identified
            by BDO Seidman.  However, the CEO and PFM noted that the Company has
            remedied  this  deficiency  and  did not  note  any  other  material
            weaknesses or significant  deficiencies in the Company's  disclosure
            controls and procedures during their  evaluation.  In November 2004,
            the Company hired a Director of Finance with relevant  education and
            work experience who will assume  responsibilityattempt  for the preparation
            of all of the income tax analyses.


     (vi)   The Company has requested BDO Seidman to furnishsell a letter  addressed
            to the Securities and Exchange  Commission stating whether it agrees
            with the above statements.  A copy of that letter,  dated January 7,
            2005 is filed as Exhibit 16 to this Form 8-K.

(b)  New Independent Accountants

     (i)    The  Company   engaged  Moore   Stephens  as  its  new   independent
            accountants  effectivebanquet January 10, 2005.  During the two most recent
            fiscal  years and through  December  23,  2004,  thetraining Company has not
            consulted  with Moore Stephens  concerning  the Company's  financial
            statementsfacility,  including the applicationCollegeville of accounting principles to a
            specified  transaction  (proposed or completed) or the type of audit
            opinion that might be rendered on the Company's financial statements
            or any matter  that was either the  subject of a  "disagreement"  or
            "reportable  event"  (as  such  terms  are  defined  in Item  304 of
            Regulation S-K) with the previous independent accountantsInn.

Item 9.01.  FINANCIAL STATEMENTS, AND EXHIBITS.

(c)  EXHIBITS

     EXHIBIT NO.    DESCRIPTION

        16          Letter dated January 7, 2005 from BDO Seidman related to the
                    change in certifying accountants.


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                                    SIGNATURE


         Pursuant to the   requirements   of the Securities   Exchange Act of 1934, the Company
the  Registrant  has duly  caused  this   report   to be signed   on its   behalf by the  undersigned
undersigned hereunto duly authorized.

                                       Nutrition
                                    NUTRITION ManagementMANAGEMENT ServicesSERVICES CompanyCOMPANY
                                       (Registrant)


Dated   January: 10December 22, 2005               2006            By: /s/ Joseph V. Roberts
                                                                                   -------------------------------------
                                                                                   Joseph V. Roberts,
                                           Chief                                        Chairman Executiveof Officerthe Board and
                                        Chief DirectorExecutive Officer
Filing Compare · NUTRITION MANAGEMENT SERVICES CO/PA
