`UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549




                                    FORM 10-Q

(Mark one)
[X]       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934
          For the quarterly period ended March 31, 2005
                                         --------------
                                       Or
[ ]       TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934
          For the transition period from ______________ to _______________

                         Commission File Number 0-19824
                                                -------

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

       Pennsylvania                                       23-2095332
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

   Box 725, Kimberton Road, Kimberton, Pa             19442
--------------------------------------------------------------------------------
  (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code    (610) 935-2050
                                                   -----------------------------

                                      N/A
                    -----------------------------------------
Former name, former address and former fiscal year, if change since last report.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days Yes /X/  No / /


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes / /  No /X/.

2,747,000  Shares of Registrant's  Class A Common Stock,  with no par value, and
100,000  shares of  Registrant's  Class B Common Stock,  with no par value,  are
outstanding as of May 6, 2005.





                                TABLE OF CONTENTS


Part I.        FINANCIAL INFORMATION                                    PAGE NO.
               ---------------------                                    --------

               Item 1. - Financial Statements                               2

               Consolidated Balance Sheets as of
               March 31, 2005 (unaudited) and June 30, 2004                 2

               Consolidated Statements of Operations for the Nine
               Months Ended March 31, 2005 (unaudited) and
               2004 (unaudited)                                             3

               Consolidated Statements of Cash Flows for the Nine
               Months Ended March 31, 2005 (unaudited) and
               2004 (unaudited)                                             4

               Notes to Consolidated Financial Statements                 5 - 9

               Item 2. - Management's Discussion and Analysis of
               Financial Condition and Results of Operations              9 - 14

               Item 3. - Quantitative and Qualitative Disclosure
               about Market Risk                                            14

               Item 4 - Controls and Procedures                             14

Part II.       Other Information                                            15

               Signatures                                                   16







                      NUTRITION MANAGEMENT SERVICES COMPANY
                           CONSOLIDATED BALANCE SHEETS

                                                                               MARCH 31, 2005         JUNE 30, 2004
                                                                                 (UNAUDITED)
                                                                                ------------         ------------
Current assets:
   Cash and cash equivalents                                                    $    373,543         $    946,523
   Marketable securities                                                             211,446              202,969
   Accounts receivable, net of allowance for doubtful
      accounts of $2,985,137 and $2,877,336, respectively                          3,507,216            2,259,582
   Deferred income taxes                                                             405,320              405,320
   Inventory                                                                         152,347              159,181
   Prepaid and other current assets                                                  567,557              525,556
                                                                                ------------         ------------
Total current assets                                                               5,217,429            4,499,131

Property and equipment, net                                                        7,123,206            7,563,568

Other assets:
   Restricted cash                                                                   250,000              250,000
   Note receivable                                                                   121,381              120,608
   Advances to employees                                                             435,283              435,283
   Deferred income taxes                                                           1,218,521            1,218,521
   Bond issue costs, net of accumulated amortization of $121,387
      and $110,461, respectively                                                     169,937              180,863
   Other assets                                                                       11,321               11,321
                                                                                ------------         ------------
Total other assets                                                                 2,206,443            2,216,596
                                                                                ------------         ------------
Total assets                                                                    $ 14,547,078         $ 14,279,295
                                                                                ============         ============



Current liabilities:
     Current portion of long-term debt                                          $    145,000         $    145,000
     Current portion of note payable                                                       0              154,453
     Accounts payable                                                              4,367,609            3,303,947
     Accrued payroll and related expenses                                            219,082              222,176
     Accrued expenses and other                                                      272,473              447,114
                                                                                ------------         ------------
Total current liabilities                                                          5,004,164            4,272,690

Long-Term liabilities:
    Long-term debt, net of current portion                                         5,609,922            5,376,922

Commitments and contingencies

Stockholders' equity:
    Undesignated preferred stock - no par, 2,000,000 shares authorized, none
            issued or outstanding
     Common stock:
     Class A - no par, 10,000,000 shares authorized; 3,000,000 issued,
             2,747,000 outstanding                                                 3,801,926            3,801,926
     Class B - no par, 100,000 shares authorized, issued and outstanding                  48                   48
     Retained earnings                                                               623,862            1,327,272
     Other comprehensive income                                                        6,719                 --
     Less:  treasury stock (Class A common: 253,000 and 253,000
       shares, respectively) - at cost                                              (499,563)            (499,563)
                                                                                ------------         ------------
Total stockholders' equity                                                         3,932,992            4,629,683
                                                                                ------------         ------------
                                                                                $ 14,547,078         $ 14,279,295
                                                                                ============         ============



            See Notes to Unaudited Consolidated Financial Statements
                                       2



                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                  THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                                        MARCH 31,                              MARCH 31,
                                                                 2005                2004              2005                2004
                                                             ----------          ----------          ----------          ----------
Food Service Revenue                                         $6,627,280          $7,141,972         $20,006,860         $21,024,382
Cost of Operations
  Payroll and related expenses                                2,836,670           2,926,771           8,064,678           8,288,901
  Other costs of operations                                   2,742,528           2,873,948           8,246,529           8,741,337
                                                             ----------          ----------          ----------          ----------
Total cost of operations                                      5,579,198           5,800,719          16,311,207          17,030,238

                                                             ----------          ----------          ----------          ----------
Gross Profit                                                  1,048,082           1,341,253           3,695,653           3,994,144

Expenses
  General and administrative expenses                         1,239,134           1,202,066           3,624,399           3,569,531
  Depreciation and amortization                                 140,339             152,398             443,323             462,343
  Provision for doubtful accounts                                30,000              60,000             135,000             180,000
                                                             ----------          ----------          ----------          ----------
Total expenses                                                1,409,473           1,414,464           4,202,722           4,211,874

Loss from operations                                         (  361,391)         (   73,211)         (  507,069)         (  217,730)

Other income/(expense)
  Other                                                      (   12,467)         (    4,624)               --            (   13,642)
  Interest income                                                 2,223               3,067               4,478               6,623
  Interest expense                                             ( 74,257)         (   45,610)         (  200,819)         (  138,234)
                                                             ----------          ----------          ----------          ----------
Total other income/(expense)                                 (   84,501)         (   47,167)         (  196,341)         (  145,253)

                                                             ----------          ----------          ----------          ----------
Loss before income taxes                                     (  445,892)         (  120,378)         (  703,410)         (  362,983)

Provision for income taxes                                         --                  --                  --                  --

Net loss                                                     ($ 445,892)         ($ 120,378)         ($ 703,410)         ($ 362,983)
                                                             ==========          ==========          ==========          ==========

Net loss per share - basic and diluted                       ($    0.16)         ($    0.04)         ($    0.25)         ($    0.13)
                                                             ==========          ==========          ==========          ==========


Weighted average number of shares                             2,847,000           2,847,000           2,847,000           2,847,000
                                                             ==========          ==========          ==========          ==========




            See Notes to Unaudited Consolidated Financial Statements
                                       3





                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                                 NINE MONTHS ENDED MARCH 31,
                                                                   2005               2004
                                                                ----------         ----------
Operating activities:
Net loss                                                        ($ 703,410)        ($ 362,983)
Adjustments to reconcile net loss to
  net cash used in operating activities:
     Depreciation and amortization                                 443,323            462,343
     Provision for bad debts                                       135,000            180,000
     Amortization of bond costs                                     10,926             10,923
 Changes in assets and liabilities:
     Accounts receivable                                        (1,383,407)        (    1,690)
     Inventory                                                       6,834         (   22,328)
     Prepaid and other current assets                           (   42,001)              --
     Accounts payable                                            1,063,662         (  250,500)
     Accrued payroll and related expenses                       (    3,094)        (   25,452)
     Accrued expenses and other                                   (174,641)        (  143,862)
                                                                ----------         ----------
Net cash used in operating activities                           (  646,808)        (  153,559)

Investing activities:
    Purchases of marketable securities                          (   37,328)              --
    Sales of marketable securities                                  35,570               --
    Purchase of property and equipment                          (    2,961)        (   49,212)
                                                                ----------         ----------
Net cash used in investing activities                           (    4,719)        (   49,212)

Financing activities:
     Repayment of note payable                                  (  203,000)        (  154,452)
     Repayments of long-term borrowing                          (  154,453)        (2,664,000)
     Proceeds from long-term borrowing                             436,000          2,955,000
     Repayments of term loan                                          --           (   53,609)
                                                                ----------         ----------
Net cash provided by financing activities                           78,547             82,939

Net decrease in cash                                            (  572,980)        (  119,832)

Cash and cash equivalents - beginning of period                    946,523          1,360,512
                                                                ----------         ----------


Cash and cash equivalents - end of period                       $  373,543         $1,240,680
                                                                ==========         ==========




            See Notes to Unaudited Consolidated Financial Statements
                                       4




                      NUTRITION MANAGEMENT SERVICES COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

1.   BASIS OF PRESENTATION

     The accompanying  unaudited consolidated financial statements were prepared
     in accordance  with generally  accepted  accounting  principles for interim
     financial information for quarterly reports on Form 10-Q and, therefore, do
     not include all of the  information  and  footnotes  required by  generally
     accepted accounting principles for complete financial statements.  However,
     all adjustments that, in the opinion of management,  are necessary for fair
     presentation  of the  financial  statements  have  been  included  and such
     adjustments are of a normal recurring nature. The results of operations for
     the interim period  presented is not necessarily  indicative of the results
     that may be expected for the entire  fiscal year ending June 30, 2005.  The
     financial  information  presented  should be read in  conjunction  with the
     Company's 2004 financial statements that were filed under Form 10-K.

2.   NEW ACCOUNTING PRONOUNCEMENTS

     In January 2003 the FASB issued Financial Interpretation No. 46 ("FIN 46"),
     "Consolidation of Variable Interest Entities" and in December 2003 the FASB
     issued     Financial     Interpretation     No.    46    (revised)    ("FIN
     46(R)"),"Consolidation  of Variable  Interest  Entities  (revised)".  These
     interpretations  of  Accounting  Research  Bulletin  No. 51,  "Consolidated
     Financial  Statements,"  address  consolidation by business  enterprises of
     certain variable interest  entities where there is a controlling  financial
     interest in a variable  interest entity or where the variable interest does
     not have  sufficient  equity  at risk to  finance  its  activities  without
     additional  subordinated financial support from other parities. The Company
     will apply the consolidation  requirement of FIN 46 and FIN 46(R) in future
     periods if the Company  should own any  interests in any variable  interest
     entity.

3.   EARNINGS PER COMMON SHARE

     Earnings per common share amounts are based on the weighted-average  number
     of shares of common stock  outstanding  during the nine-month period ending
     March 31, 2005 and 2004.  The  Company  did not have any stock  options and
     warrants that impacted earnings per share in each period.


                                       5



4.   LITIGATION

     On February 7, 2001, the Company filed a suit against a major client in the
     Court  of  Common  Pleas  of  Chester  County,   Pennsylvania,   which  was
     subsequently  removed to the United States  District  Court for the Eastern
     District of Pennsylvania.  On February 25, 2005,  judgment was entered on a
     jury  verdict  in favor of the  Company,  in the  amount of  $2,500,000  in
     damages  related to its claims,  including  but not  limited to,  breach of
     contract and lost profits.  The client's  counterclaim was dismissed by the
     judge.

     The  Company is  involved  in  litigation  with a  construction  contractor
     related to the  renovations  of  Collegeville  Inn  Conference and Training
     Center.  The Company  denies its  liability  for the claim and has asserted
     offsets against the amounts claimed. The case is currently in discovery.

     Although it is not possible to predict with  certainty the outcome of these
     unresolved  legal  actions or the range of possible  loss or recovery,  the
     Company  believes these  unresolved  legal actions will not have a material
     adverse effect on its financial position or results of operations.

     In addition to the litigation  described  above,  the Company is exposed to
     asserted  and  unasserted  claims.  In  the  opinion  of  management,   the
     resolution of these matters will not have a material  adverse effect on the
     Company's financial position, results of operations or cash flows.

5.   BUSINESS SEGMENTS

     The Company follows the disclosure  provisions of SFAS No. 131, DISCLOSURES
     ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED  INFORMATION.  This  management
     approach  focuses  on  internal  financial  information  that  is  used  by
     management to assess performance and to make operating decisions.  SFAS No.
     131 also requires disclosures about products,  services,  geographic areas,
     and major customers.

     The Company's  reportable  segments are (1) food service management and (2)
     training and conference center. The Company reports segment  performance on
     an after-tax  basis.  Deferred  taxes are not  allocated  to segments.  The
     management  accounting policies and processes utilized in compiling segment
     financial   information  are  highly   subjective  and,  unlike   financial
     accounting,  are not based on authoritative  guidance similar to accounting
     principals generally accepted in the United States of America. As a result,
     reported  segment  results  are not  necessarily  comparable  with  similar
     information reported by other similar companies.


                                       6




For the quarter ended March 31, 2005:

                                          Food Service    Training and
                                           Management   Conference Center     Total
                                          ------------  ----------------- ------------
Food service revenue                      $  6,453,511    $    173,769    $  6,527,280
Depreciation and amortization                   15,141         125,198         140,339
Income (loss) from operations                  139,575    (    500,966)   (    361,391)
Interest income                                  2,223            --             2,223
Interest expense                          (     45,816)   (     28,441)   (     74,257)
Income (loss) before taxes (benefit)            83,515    (    529,407)   (    445,892)
Net income (loss)                               83,515    (    529,407)   (    445,892)
Total assets                              $  6,988,183    $  7,558,895    $ 14,547,078

For the quarter ended March 31, 2004:

                                          Food Service    Training and
                                           Management   Conference Center     Total
                                          ------------  ----------------- ------------
Food service revenue                      $  6,925,999    $    215,973    $  7,141,972
Depreciation and amortization                   28,291         124,107         152,398
Income (loss) from operations                  218,318    (    291,598)   (     73,211)
Interest income                                  3,067            --             3,067
Interest expense                          (     28,667)   (     16,943)   (     45,610)
Income (loss) before taxes (benefit)           192,675    (    313,053)   (    120,378)
Net income (loss)                              192,675    (    313,053)   (    120,378)
Total assets                              $  6,515,902    $  8,003,460    $ 14,519,362


For the nine months ended March 31, 2005:

                                          Food Service    Training and
                                           Management   Conference Center     Total
                                          ------------  ----------------- ------------
Food service revenue                      $ 19,355,672    $    651,188    $ 20,006,860
Depreciation and amortization                   69,331         373,992         443,323
Income (loss) from operations                  593,150    (  1,100,219)   (    507,069)
Interest income                                  4,478            --             4,478
Interest expense                          (    121,959)   (     78,861)   (    200,819)
Income (loss) before taxes (benefit)           476,534    (  1,179,944)   (    703,410)
Net income (loss)                              476,534    (  1,179,944)   (    703,410)
Total assets                              $  6,988,183    $  7,558,895    $ 14,554,078


For the nine months ended March 31, 2004:

                                          Food Service    Training and
                                           Management   Conference Center     Total
                                          ------------  ----------------- ------------
Food service revenue                      $ 20,329,434    $    694,948    $ 21,024,382
Depreciation and amortization                   89,735         372,608         462,343
Income (loss) from operations                  783,432    (  1,001,162)   (    217,730)
Interest income                                  6,615               8           6,623
Interest expense                               (86,424)   (     51,810)   (    138,234)
Income (loss) before taxes (benefit)           703,511    (  1,066,493)   (    362,982)
Net income (loss)                              703,511    (  1,066,493)   (    362,982)
Total assets                              $  6,515,902    $  8,003,460    $ 14,519,362



                                       7



6.   REVOLVING CREDIT FACILITY

     In February 2001,  the Company  executed a loan agreement with a bank for a
     revolving   credit  and  two  irrevocable   letters  of  credit  issued  in
     conjunction  with  the  issuance  of  Industrial  Revenue  Bonds,  totaling
     $4,000,000  and  $3,065,000,  respectively.  In  October  2003 the  Company
     entered into an amended credit agreement  whereby the $4,000,000  Revolving
     Credit Loan Facility was reduced to $3,500,000 and $500,000 was placed in a
     cash collateral  account and pledged as additional  collateral  against the
     revolving  credit line.  At March 31, 2005,  the Company had  approximately
     $275,078 available under the revolving credit. Advances under the revolving
     credit are used for working capital purposes.

     These credit  agreements  contain  covenants that include the submission of
     specified  financial  information and the maintenance of insurance coverage
     for the pledged  assets during the term of the loans.  The  covenants  also
     include  the  maintenance  of a certain  consolidated  fixed  debt  service
     coverage  ratio,  ratio of total  consolidated  liabilities to consolidated
     tangible  net worth,  and minimum  working  capital.  At March 31, 2005 the
     Company was not in compliance with these  covenants,  however the Company's
     bank has waived compliance with the covenants.

     As of March 31, 2005 and June 30, 2004 the  Company  maintained  restricted
     cash balances of $250,000,  which was not available for operating purposes.
     On December 15, 2004 the Company entered into an amended  agreement whereby
     the non-compliance  was waived and new financial  covenants were negotiated
     through  June 30,  2005,  which  reflect the  Company's  current  operating
     projections.  As  part  of  the  amended  agreement,  the  Company's  Chief
     Executive  Officer was required to execute a limited personal  guarantee in
     the amount of $3,000,000.

7.   COLLEGEVILLE INN

     On September 8, 2004 the Company  entered into an agreement of sale for the
     land adjacent to its Collegeville  Inn Conference and Training Center.  The
     agreement provides for an initial deposit of $10,000 within ten days of the
     effective date of the agreement,  with  additional  deposits of $50,000 and
     $25,000  payable to the  Company  upon the  occurrence  of certain  events,
     including,   but  not  limited  to,  zoning  approvals.  The  deposits  are
     non-refundable upon the end of a 120-day inspection period, which commenced
     on the date the buyer received a fully  executed  original of the agreement
     of sale.  Pursuant to the terms of the  agreement of sale,  the Company may
     realize gross proceeds of approximately  $1,710,000.  However,  the Company
     may realize gross proceeds in excess of $1,710,000, if the buyer is able to
     maximize the yield of the  property.  The  agreement of sale  provides that
     settlement  occur within  twenty-four  months of the date of the agreement,
     however, upon payment of additional deposits, settlement may be extended an
     additional  twelve  months.  Upon closing of the  transaction,  the Company
     plans on using the proceeds to retire a proportional  amount of outstanding
     debt associated with the parcel of land. There can be no assurance that the
     sale of this land will be  completed  in  accordance  with the terms of the
     agreement of sale.


                                       8


8.   OTHER COMPREHENSIVE INCOME (LOSS)

     Comprehensive  income  (loss)  includes all  revenues,  expenses  gains and
     losses  that  affect the  capital  of the  Company  aside  from  issuing or
     retiring  shares  of  stock.  Net  income  or  loss  is  one  component  of
     comprehensive  income. Based on the Company's current activities,  the only
     component of  comprehensive  income  consists of changes in the  unrealized
     gains or losses of marketable securities.

     The difference  between net loss and total  comprehensive  income (loss) is
     shown below:

                                         Three Months Ended            Nine Months Ended
                                              March 31,                    March 31,
                                          2005          2004          2005          2004
                                       ---------     ---------     ---------     ---------
     Net (Loss)                        ($445,892)    ($120,378)    ($703,410)    ($362,983)
     Unrealized gain (loss) on
       investments                         6,719          ---          6,719          ---
                                       ---------     ---------     ---------     ---------
     Comprehensive (loss)              ($439,173)    ($120,378)    ($696,691)    ($362,983)




ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

          The following  discussion  and analysis  should be read in conjunction
with the financial statements and notes thereto.

FORWARD LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange  Act of 1934,  as amended,  that are intended to be covered by the safe
harbors  created  thereby.  Investors  are  cautioned  that all  forward-looking
statements  involve risks and uncertainty,  including  without  limitation,  the
adequacy of the Company's cash from operations,  existing balances and available
credit line.  Although the Company believes that the assumptions  underlying the
forward-looking   statements  contained  herein  are  reasonable,   any  of  the
assumptions could be inaccurate,  and therefore,  there can be no assurance that
the  forward-looking  statements  included  in this Form  10-Q will  prove to be
accurate.  Factors  that could cause  actual  results to differ from the results
discussed in the  forward-looking  statements  include,  but are not limited to,
results of operations of Collegeville Inn Conference & Training Center, the sale
of land adjacent to the Collegeville Inn discussed in Note 7 - Collegeville Inn,
and the outcome of the Company's litigation discussed in Note 4 - Litigation. In
light of significant  uncertainties  inherent in the forward-looking  statements
included herein,  the inclusion of such information  should not be regarded as a
representation  by the Company or any other person that the objectives and plans
of the Company will be achieved.



                                       9



RESULTS OF OPERATIONS

Revenues  for the quarter  ended March 31, 2005 were  $6,627,280,  a decrease of
$514,692 or 7.8% compared to revenues of $7,141,972 in the corresponding quarter
last year. Revenues for the nine months ended March 31, 2005 were $20,006,860, a
decrease of  $1,017,522  or 5.1%  compared to  revenues  of  $21,024,382  in the
corresponding  quarter  last year.  This  decrease is  primarily  due to the net
impact of revenues from new contracts  versus revenues from lost  contracts,  as
well as lower revenue from the Collegeville Inn.

Cost of operations provided for the current quarter was $5,579,198,  compared to
$5,800,718  for similar  expenses  in the same  period last year,  a decrease of
$221,520 or 4.0%.  Cost of  operations  for the nine months ended March 31, 2005
were $16,311,207, compared to $17,030,238, a decrease of $719,031 or 4.4%.

Gross profit for the current quarter was $1,048,082,  or 15.8% of gross revenue,
compared  to  $1,341,253,  or 18.8% of gross  revenue,  for the same period last
year,  a decrease of $293,171 or 28.0%.  Gross  profit for the nine months ended
March 31, 1005 was  $3,695,653 or 18.5% of gross revenue  compared to $3,994,144
or 19.0% of gross revenue. The decrease in gross profit is due to an increase in
cost of operations that exceeds the increase in revenues.

General and administrative  expenses for the quarter were $1,239,134 or 18.7% of
revenue,  compared to  $1,202,066  or 16.8% of revenue for the same quarter last
year, an increase of $37,068 or 3.0%.  General and  administrative  expenses for
the nine months ended March 31, 2005 were  $3,624,399 or 18.1% of gross revenue,
compared to  $3,569,531 or 17.0% of gross revenue for the same period last year,
an increase of $54,868 or 1.5%.  This increase is due to higher costs within the
general and administrative  expenses  including  professional fees and operating
leases, which is offset by a reduction in expenses related to corporate overhead
personnel.

Provision for doubtful accounts for the quarter ended March 31, 2005 was $30,000
compared to $60,000  for the  corresponding  quarter  last year.  Provision  for
doubtful accounts for the nine months ended March 31, 2005 and 2004 was $135,000
and $180,000, respectively.

Interest  expense for the quarter  ended March 31, 2005 was $74,257  compared to
$45,610  for the same  period  last year.  Interest  expense for the nine months
ended March 31,  2005 and 2004 was  $200,819  and  $138,234,  respectively.  The
increase in interest expense is a result of additional  borrowings as well as an
increase in interest rates.

For the reasons  stated above,  net loss after taxes for the quarter ended March
31, 2005 was $445,892  compared to $120,378 for the  corresponding  quarter last
year.  For the  nine  months  ended  March  31,  2005  and 2004 the net loss was
$703,410 and $362,983, respectively.

Net loss per share for  the current  quarter was $0.16  compared to net loss per
share of $0.04 for the same quarter  last year.  Net loss per share for the nine
months ended March 31, 2005 and 2004 was $0.25 and $0.13, respectively.


                                       10


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005 the Company had working capital of $213,265.

OPERATING  ACTIVITIES.  Cash used in operations  for the nine months ended March
31,  2005 was  $646,808  compared to $153,559  used by  operations  for the nine
months  ended  March 31,  2004.  The  current  period's  activity  is  primarily
attributable to operating  losses  sustained in the current period as well as an
increase in accounts receivable and accounts payable.

INVESTING  ACTIVITIES.  Investing  activities used $4,719 in cash in the current
quarter  compared  to $49,212  in cash used in the same  period  last year.  The
Company's investing activities are due to purchases of investment securities and
property and equipment.

FINANCING  ACTIVITIES.  Current quarter financing activities provided $78,547 in
cash compared to $82,939 provided in the same period last year.

CAPITAL  RESOURCES.  The  Company has certain  credit  facilities  with its bank
including a revolving credit facility of $3,500,000.  At March 31, 2005 and June
30, 2004, the Company had $275,078 and $653,078  respectively,  available  under
its  revolving  credit.  As of March  31,  2005 and  June 30,  2004 the  Company
maintained  restricted  cash  balances of $250,000  with its bank as  additional
collateral,  which were not available for operating purposes.  In November 2004,
the Company  entered  into an  agreement  whereby its credit loan  facility  was
extended to December 31, 2005. The loan facility contains certain covenants that
include  maintenance of certain financial ratios,  maintenance of minimum levels
of working  capital as well as affirmative and negative  covenants.  On December
15, 2004 the Company  entered into an amended  agreement  whereby new  financial
covenants  were  negotiated  through June 30, 2005,  which reflect the Company's
current operating projections.  As part of the amended agreement,  the Company's
Chief Executive Officer was required to execute a limited personal  guarantee in
the amount of  $3,000,000.  In May 2005,  the Company  entered into an agreement
whereby its credit loan  facility was extended to June 30, 2006.  The Company is
current with all its  obligations to its bank and on its bonds,  but has not met
all financial covenants in its loan documents. The bank has waived the Company's
non-compliance with the covenants.

The Company issued two series of Industrial Revenue Bonds totaling $3,560,548 in
December 1996. The  outstanding  balance on the bonds was $2,530,000 as of March
31, 2005 and $2,675,000 as of June 30, 2004.


                                                         Payment Due by Period
                                -----------------------------------------------------------------------------
                                                    Less
   Contractual                    Total            Than 1          2 - 3           4 - 5        After 5
   Obligations                                      Year           Years           Years          Years

Long-Term Debt*                 $5,744,922         145,000       3,539,922         350,000       1,720,000
-------------------------------------------------------------------------------------------------------------
Operating Leases                    68,498          41,698          26,795            --              --
-------------------------------------------------------------------------------------------------------------
Total Contractual Cash
 Obligations                    $5,813,420      $  186,698      $3,566,717      $  350,000      $1,720,000
-------------------------------------------------------------------------------------------------------------

* Long-Term  Debt includes the $3,224,922  outstanding  balance on the revolving
credit facility.


                                       11


                                                                 Amount of Commitment Expiration
                                                                            Per Period
                                                     -----------------------------------------------------------------
     Other                       Total Amounts
  Commercial                       Committed            Less Than                          4 - 5            Over 5
  Commitments                                            1 Year        1 - 3 Years         Years             Years
----------------------------------------------------------------------------------------------------------------------
Lines of Credit                    $3,500,000        $      --          $3,500,000        $    --          $       --
----------------------------------------------------------------------------------------------------------------------
Standby Letter of Credit            3,065,000               --           3,065,000             --                  --
----------------------------------------------------------------------------------------------------------------------
Total Commercial Commitments       $6,565,000        $      --          $6,565,000        $    --          $       --
----------------------------------------------------------------------------------------------------------------------

Based upon its present  plans,  management  believes that  operating  cash flow,
available  cash  and  available  credit  resources  will  be  adequate  to  make
repayments of indebtedness  described  herein,  to meet the working capital cash
needs of the Company and to meet anticipated  capital  expenditure  needs during
the 12 months ending June 2005. In addition, the Company anticipates the sale of
certain land  adjacent to its  Collegeville  facility  that it believes will net
cash  proceeds of  approximately  $1,710,000.  See  Footnote  #7 for  additional
information.

In an effort to extend its current bank debt, the Company may seek to access the
public equity market whenever conditions are favorable, even if the Company does
not have an immediate need for  additional  capital at that time. Any additional
funding may result in  significant  dilution  and could  involve the issuance of
securities with rights, which are senior to those of existing stockholders.  The
Company may also need additional funding earlier than anticipated,  and our cash
requirements,  in  general,  may vary  materially  from those now  planned,  for
reasons  including,  but not limited to,  competitive  advances  and higher than
anticipated revenues from operations.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon the Company's consolidated financial statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America. The preparation of these financial statements requires
the Company to make estimates and judgments  that affect the reported  amount of
assets and  liabilities,  revenues  and  expenses,  and  related  disclosure  of
contingent  assets  and  liabilities  at the  date  of the  Company's  financial
statements.  Actual  results may differ  from these  estimates  under  different
assumptions or conditions.

Critical  accounting  policies  are  defined  as those  that are  reflective  of
significant  judgments and  uncertainties,  and potentially result in materially
different  results  under  different  assumptions  and  conditions.  The Company
believes that its critical accounting policies include those described below.

REVENUE RECOGNITION

Revenue  is  generated  primarily  from  fees for food  service  management  and
facilities  management at  continuing  care and health care  facilities  and the
Collegeville Inn restaurant.  Revenue is recognized when services are performed.


                                       12


Ongoing  assessments of the credit  worthiness of customers  provide the Company
reasonable assurance of collectibility upon performance of services.

ACCOUNTS RECEIVABLE

The Company  performs  ongoing  credit  evaluations of its customers and adjusts
credit  limits  based on  payment  history  and the  customer's  current  credit
worthiness,  as determined by a review of their current credit information.  The
Company  continuously  monitors  collections and payments from its customers and
maintains a provision for estimated credit losses based on historical experience
and any specific  customer  collection  issues that have been identified.  While
such credit losses have historically been within the Company's  expectations and
the provisions  established,  the Company cannot guarantee that it will continue
to experience the same credit loss rates that it has in the past.  During Fiscal
2004,  due to the passage of time,  the Company  made a decision to increase the
provision for doubtful accounts with respect to certain delinquent customers.

IMPAIRMENT OR DISPOSAL OF LONG LIVED ASSETS

The carrying  value of property,  plant,  and equipment is evaluated  based upon
current and  anticipated  undiscounted  operating cash flows before debt service
charges.  An impairment is  recognized  when it is probable that such  estimated
future  cash  flows  will  be  less  than  the  carrying  value  of the  assets.
Measurement  of the amount of  impairment,  if any, is based upon the difference
between the net carrying value and the fair value, which is estimated based upon
anticipated undiscounted operating cash flows before debt service charges. Based
upon a review  of its  long-lived  assets,  the  Company  did not  recognize  an
impairment  loss for the quarter  ending March 31, 2005 or the fiscal year ended
June 30,  2004;  however,  there can be no  assurance  that the Company will not
recognize an impairment loss on its long-lived assets in future periods.

INCOME TAX ACCOUNTING

The  Company  determines  its  provision  for income  taxes  using the asset and
liability  method.  Under this method,  deferred tax assets and  liabilities are
recognized  for the future tax  effects of  temporary  differences  of  existing
assets and  liabilities and their  respective tax bases.  Future tax benefits of
tax loss and credit  carryforwards  are also  recognized as deferred tax assets.
When necessary,  deferred tax assets are reduced by a valuation allowance to the
extent  the  Company  concludes  there  is  uncertainty  as  to  their  ultimate
realization.  Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in which those  temporary  differences are expected
to be  recovered  or settled.  The effect on  deferred  taxes of a change in tax
rates is recognized as income in the period that the change is enacted.

As of March 31,  2005 and June 30, 2004 the Company  maintained  a deferred  tax
asset of $1,623,841.  The Company has not provided a valuation allowance against
its deferred tax assets after  consideration of a future gain on the disposal of
certain  land  adjacent to its  Collegeville  facility  and  anticipated  future
profitable  operating results.  However, the amount realizable may be reduced if
future  taxable  income is reduced  or is  insufficient  to  utilize  the entire
deferred tax asset.



                                       13


CAPITAL EXPENDITURES

The Company has no other  material  commitments  for  capital  expenditures  and
believes that its existing cash and cash  equivalents,  cash from operations and
available  revolving  credit  will be  sufficient  to  satisfy  the needs of its
operations and its capital  commitments for the next twelve months.  However, if
the need arose,  the Company  would seek to obtain  capital from such sources as
continuing debt financing or equity financing.

EFFECTS OF INFLATION

Substantially  all of the  Company's  agreements  with its  customers  allow the
Company to pass  through to its  customers  its  increases in the cost of labor,
food  and  supplies.  The  Company  believes  that it  will  be able to  recover
increased  costs  attributable  to inflation by  continuing to pass through cost
increases to its customers.

MEDICARE AND MEDICAID REIMBURSEMENTS

A substantial  portion of the Company's revenue is dependent upon the payment of
its fees by customer health care facilities,  which, in turn, are dependent upon
third-party payers such as state governments,  Medicare and Medicaid.  Delays in
payment by third party payers,  particularly  state and local  governments,  may
lead to delays in collection of accounts receivable.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

          Not Applicable.

ITEM 4.   CONTROLS AND PROCEDURES

Based on their  evaluation,  as of the end of the period covered by this report,
the  Company's  Chief  Executive  Officer and Principal  Financial  Manager have
concluded the Company's  disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14  under the  Securities  Exchange  Act of 1934) are  effective.
There have been no significant  changes in internal controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.



                                       14


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings                                           None

Item 2.   Changes in Securities                                       None

Item 3.   Defaults Upon Senior Securities                             None

Item 4.   Submission of Matters to a Vote of Security Holders         None

Item 5.   Other Information

          As of January  6,  2005,  the  Company's  Class A Common  Stock was no
          longer  eligible for  continued  quotation  on the OTC Bulletin  Board
          ("OTCBB") due to the  Company's  failure to file its Form 10-Q for the
          quarter ended  September 30, 2004. The Company's  Class A Common Stock
          is currently  traded on the pink sheets but the Company  believes that
          at such time as a broker/dealer  files a Form 211, the Company's Class
          A Common Stock will be eligible for  Quotation on the OTCBB.  The fact
          that the Company's Class A Common Stock is not currently  eligible for
          quotation  on the OTCBB may  negatively  impact the  liquidity  of the
          Class  A  Common  Stock.  The  Company  believes  it has  adopted  the
          appropriate measures to ensure that its future filings will be made on
          a timely basis.

Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits
          31.1      Certification  of Chief Executive  Officer  pursuant to Rule
                    13a-14(a)  under the Securities and Exchange Act of 1934, as
                    adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                    2002.
          31.2      Certification  of Principal  Financial  Officer  pursuant to
                    Rule  13a-14(a)  under the  Securities  and  Exchange Act of
                    1934,   as  adopted   pursuant   to   Section   302  of  the
                    Sarbanes-Oxley Act of 2002.
          32.1      Certification of Chief Executive Officer pursuant to 18 U.S.
                    C. Section 1350,  as adopted  pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 2002.
          32.2      Certification of Principal  Financial Officer pursuant to 18
                    U.S. C. Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K

          The  Company  filed  a  Form  8-K on October 22, 2004.

                                       15



                                   SIGNATURES


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



                                          Nutrition Management Services Company


                                          /s/ Joseph V. Roberts
                                          --------------------------------------
                                          Joseph V. Roberts
                                          Chairman and Chief Executive Officer


                                          /s/ Francine M. Tomlinson
                                          --------------------------------------
                                          Francine M. Tomlinson
                                          (Principal Financial Manager)





Date:  May 23, 2005




















                                       16`