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                                  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 December 31, 2006
                                           -----------------
                                       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 a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and larger  accelerated  filer" in Rule 12b-2 of the Exchange Act.  (Check
one):

Large Accelerated Filer / /   Accelerated Filer / /   Non-Accelerated Filer /X/

Indicate by check mark whether the  Registrant  is a shell company (as defined
in Rule 12b-2 of Exchange Act).   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 February 8, 2007.

                                TABLE OF CONTENTS

Part I.     Financial Information                                       Page No.
            ---------------------                                       --------

            Item 1. - Financial Information                                2

            Consolidated Balance Sheets as of                              2
            December 31, 2006 (unaudited) and June 30, 2006

            Consolidated Statements of Operations for the Three
            and Six Months Ended December 31, 2006 (unaudited) and
            2005 (unaudited)                                               3

            Consolidated Statements of Cash Flows for the Six
            Months Ended December 31, 2006 (unaudited) and
            2005 (unaudited)                                               4

            Notes to Consolidated Financial Statements                   5 - 11

            Item 2. - Management's Discussion and Analysis of
            Financial Condition and Results of Operations               12 - 17

            Item 3. - Quantitative and Qualitative Disclosure
            about Market Risk                                              17

            Item 4 - Controls and Procedures                               17

Part II.    Other Information                                              18

            Signatures                                                     19

                          NUTRITION MANAGEMENT SERVICES COMPANY
                               CONSOLIDATED BALANCE SHEETS

                                                          December 31, 2006 June 30, 2006
                                                             (unaudited)
                                                          ----------------- -------------
Current assets:
   Cash and cash equivalents                                $    993,389    $  1,613,567
   Accounts receivable, net of allowance for doubtful
      accounts of $994,188 and $964,188, respectively          2,628,169       2,329,601
   Inventory                                                     163,844         142,220
   Prepaid and other                                             447,767         269,353
                                                            ------------    ------------
   Total current assets                                        4,233,169       4,354,741

Property and equipment, net                                    6,538,529       6,637,073

Other assets:
   Restricted cash                                               250,000         250,000
   Note receivable                                               105,842         134,865
   Advances to employees                                         415,494         423,294
   Deferred income taxes                                       2,161,636       2,004,333
   Bond issue costs, net of accumulated amortization
      of $146,881 and $139,597, respectively                     145,643         151,731
   Other assets                                                   10,205          11,401
                                                            ------------    ------------
Total other assets                                             3,088,820       2,975,624
                                                            ------------    ------------
Total assets                                                $ 13,860,518    $ 13,967,438
                                                            ============    ============

Current liabilities:
     Current portion of long-term debt                      $    165,000    $    165,000
     Current portion of line of credit                         3,499,922               0
     Current portion of note payable                             131,016               0
     Accounts payable                                          3,198,127       2,998,049
     Accrued payroll and related expenses                        257,050         226,611
     Accrued expenses                                            208,545         213,883
     Other                                                       124,953          64,075
                                                            ------------    ------------
Total current liabilities                                      7,584,613       3,667,618

Long-Term liabilities:
     Long-term debt, net of current portion                    2,050,000       5,714,922

Commitments and contingencies                                          0               0
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,                      48              48
       issued and outstanding
    Retained earnings                                            923,494       1,282,487
    Less:  treasury stock (Class A common: 253,000
       and 253,000 shares, respectively) - at cost              (499,563)       (499,563)
                                                            ------------    ------------
Total stockholders' equity                                     4,225,905       4,584,898
                                                            ------------    ------------
                                                            $ 13,860,518    $ 13,967,438
                                                            ============    ============

                 See Notes to Unaudited Consolidated Financial Statements
                                            2

                                    NUTRITION MANAGEMENT SERVICES COMPANY
                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                                 (UNAUDITED)

                                                     Three months ended               Six months ended
                                                        December 31,                    December 31,
                                                    2006            2005            2006            2005
                                                    ----            ----            ----            ----
Food Service Revenue                            $  5,159,275    $  6,222,872    $ 10,484,877    $ 12,433,380
Cost of Operations
     Payroll and related expenses                  2,140,782       2,541,147       4,291,970       5,065,087
     Other costs of operations                     2,085,021       2,561,066       4,216,696       5,032,125
                                                ------------    ------------    ------------    ------------
Total cost of operations                           4,225,803       5,102,213       8,508,666      10,097,212

                                                ------------    ------------    ------------    ------------
Gross Profit                                         933,472       1,120,659       1,976,211       2,336,168

Expenses
     General and administrative expenses           1,079,812       1,302,555       2,125,056       2,490,648
     Depreciation and amortization                    69,607          91,662         141,291         229,384
     Provision for doubtful accounts                  15,000          30,000          30,000          60,000
                                                ------------    ------------    ------------    ------------
          Total expenses                           1,164,419       1,424,217       2,296,347       2,780,032

                                                ------------    ------------    ------------    ------------
Income/(loss) from operations                       (230,947)       (303,558)       (320,136)       (443,864)

Other income/(expense)
     Other                                             9,687            (867)          5,122          (1,734)
     Interest income                                  15,828          18,029          28,833          42,234
     Interest expense                               (114,820)        (95,852)       (230,115)       (184,713)
                                                ------------    ------------    ------------    ------------
          Total other income/(expense)               (89,305)        (78,690)       (196,160)       (144,213)

                                                ------------    ------------    ------------    ------------
Loss before income taxes                            (320,252)       (382,248)       (516,296)       (588,077)

Provision for income taxes                           (78,684)       (244,141)       (157,303)       (244,141)

                                                ------------    ------------    ------------    ------------
Net loss                                        $   (241,568)   $   (138,107)   $   (358,993)   $   (343,936)

Other comprehensive income/(loss) net of tax:
     Unrealized holding gains/(losses)
     arising during period                                 0          20,610               0          20,610
                                                ------------    ------------    ------------    ------------

          Total other comprehensive income                 0          20,610               0          20,610
                                                ------------    ------------    ------------    ------------

Comprehensive income/(loss)                     $   (241,568)   $   (117,497)   $   (358,993)   $   (323,326)
                                                ============    ============    ============    ============

Net loss per share - basic and diluted          $       (.08)   $      (0.05)   $       (.13)   $      (0.12)
                                                ============    ============    ============    ============

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)

                                                   Six Months Ended December 31,
                                                        2006           2005
                                                        ----           ----
Operating activities:
Net loss                                            $  (358,993)   $  (343,936)
Adjustments to reconcile net loss to
  net cash used in operating activities:
     Depreciation and amortization                      141,291        229,384
     Provision for bad debts                             30,000         60,000
     Amortization of bond costs                           7,282          7,283
     (Benefit)/provision for deferred taxes            (157,303)      (244,141)
 Changes in assets and liabilities:
     Accounts receivable                               (299,545)        71,123
     Inventory                                          (21,624)       (27,219)
     Prepaid and other current assets                  (178,414)       192,763
     Income tax refund                                        0         43,730
     Accounts payable                                   200,078       (602,508)
     Accrued payroll and related expenses                30,439        (18,362)
     Accrued expenses and other                          55,541       (391,608)
                                                    -----------    -----------
Net cash used in operating activities                  (551,248)    (1,023,491)

Investing activities:
     Purchase of property and equipment                 (42,746)             0
     Advance to employees                                 7,800          8,489
     Marketable securities                                    0         (1,428)
                                                    -----------    -----------
Net cash used in investing activities                   (34,946)         7,061

Financing activities:
     Proceeds from note payable                         177,661        238,869
     Repayment of note payable                          (46,645)      (127,565)
     Repayments of long-term borrowing                 (165,000)      (150,000)
     Proceeds from long-term borrowing                        0              0
                                                    -----------    -----------
Net cash provided by financing activities               (33,984)       (38,696)
Net decrease in cash                                   (620,178)    (1,055,126)

Cash and cash equivalents - beginning of period       1,613,567      2,889,616
                                                    -----------    -----------

Cash and cash equivalents - end of period           $   993,389    $ 1,834,490
                                                    ===========    ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:

Interest Paid                                       $   206,071    $   181,254
Taxes Paid                                               13,420          4,266

            See Notes to Unaudited Consolidated Financial Statements
                                        4

                      NUTRITION MANAGEMENT SERVICES COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2006

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, 2007.  The
     financial  information  presented  should be read in  conjunction  with the
     Company's 2006 financial statements that were filed under Form 10-K.

2.   NEW ACCOUNTING PRONOUNCEMENTS

     In December 2004, the FASB issued SFAS No. 123R (Revised 2005) "SHARE-BASED
     PAYMENT." The statement  requires  that the  compensation  cost relating to
     share-based  payment  transactions  be recognized in financial  statements.
     That  cost  will be  measured  based on the fair  value  of the  equity  or
     liability   instrument  issued.  The  statement  covers  a  wide  range  of
     share-based compensation  arrangements including share options,  restricted
     share plans,  performance-based  awards,  share  appreciation  rights,  and
     employee share  purchase  plans.  The Company has adopted the  requirements
     contained  in this  statement,  the effects of which are  reflected  in the
     financial  statements  for this quarter.  The Company was required to adopt
     SFAS 123 (R) as of July 1, 2006.

     In March 2005, the FASB issued  Interpretation  No. 47 (FIN 47) "Accounting
     for  Conditional  Asset  Retirement  Obligations,"  which refers to a legal
     obligation to perform an asset  retirement  activity in which the timing or
     method of settlement are  conditional on a future event that may or may not
     be within the control of the entity.  A liability  must be  recognized  for
     such an  obligation  (e.g.  major  clean-up  costs under a leasehold)  when
     incurred if the  liability's  fair value can be reasonably  estimated.  The
     adoption of this  statement is required for fiscal  years  beginning  after
     December 15, 2005. The adoption of this statement is not expected to have a
     material impact on the consolidated financial statements of the Company.

     In May 2005,  the FASB  issued SFAS No. 154  "ACCOUNTING  CHANGES AND ERROR
     CORRECTIONS".  This  Statement  replaces  APB  Opinion  No. 20,  Accounting
     Changes, and FASB Statement No. 3, "REPORTING ACCOUNTING CHANGES IN INTERIM
     FINANCIAL STATEMENTS",  and changes the requirements for the accounting for
     and reporting of a change in accounting  principle.  This Statement applies
     to all  voluntary  changes  in  accounting  principle.  It also  applies to
     changes  required by an accounting  pronouncement  in the unusual  instance
     that the  pronouncement  does not include specific  transition  provisions.
     When  a  pronouncement  includes  specific  transition  provisions,   those
     provisions  should be followed.  Adoption of this statement is required for
     fiscal years  starting after December 15, 2005. The Company has adopted the
     requirements  contained  in  this  statement,  the  effects  of  which  are
     reflected in the financial  statements.  The adoption of this  statement is
     not  expected  to have a  material  impact  on the  consolidated  financial
     statements of the Company.

                                       5

     In February  2006,  the FASB issued  SFAS No. 155  "ACCOUNTING  FOR CERTAIN
     HYBRID  FINANCIAL  INSTRUMENTS  (AS AMENDED)".  This Statement  amends FASB
     Statements  No. 133,  ACCOUNTING  FOR  DERIVATIVE  INSTRUMENTS  AND HEDGING
     ACTIVITIES,  and  No.  140,  ACCOUNTING  FOR  TRANSFERS  AND  SERVICING  OF
     FINANCIAL ASSETS AND  EXTINGUISHMENT  OF LIABILITIES,  and, resolves issues
     addressed in Statement No. 133 Implementation Issue No. D1, "APPLICATION OF
     STATEMENT NO. 133 TO BENEFICIAL INTERESTS IN SECURITIZED FINANCIAL ASSETS".
     This  Statement   requires  the  evaluation  of  interests  in  securitized
     financial assets to identify interests that are freestanding derivatives or
     that are hybrid financial  instruments that contain an embedded  derivative
     requiring  bifurcation.  This Statement clarifies that embedded derivatives
     do not include  concentrations  of credit risk in the form of subordination
     and further clarifies the accounting for  interest-only and  principal-only
     strips.  This  statement also  eliminates  the  prohibition on a qualifying
     special-purpose  entity from holding a derivative financial instrument that
     pertains to a beneficial  interest other than another derivative  financial
     instrument.  Lastly,  this statement permits fair value measurement for any
     hybrid financial instrument that contains an embedded derivative that would
     otherwise require bifurcation.  The adoption of this Statement is effective
     for financial  statements with fiscal years beginning on or after September
     15, 2006, or for all financial  instruments acquired or issued beginning on
     or after September 15, 2006. The adoption of this statement is not expected
     to have a material impact on the consolidated  financial  statements of the
     Company.

     In March, 2006, the FASB issued SFAS No. 156,  "ACCOUNTING FOR SERVICING OF
     FINANCIAL  ASSETS- An Amendment of FASB Statement No. 140".  This Statement
     amends FASB Statement No. 140,  "Accounting  for Transfers and Servicing of
     Financial Assets and  Extinguishments  of Liabilities," with respect to the
     accounting  for  separately   recognized  servicing  assets  and  servicing
     liabilities.  This Statement  requires the recognition of a servicing asset
     or  liability  initially  measured  at fair  value,  for  every  obligation
     incurred for contracts to service  financial  assets in certain  sales-type
     transfers,  qualifying  special  purpose  entity  transfers,  or in certain
     acquisitions  that  do  not  relate  to  the  financial   servicer  or  its
     consolidated  affiliates.  This Statement  permits the choice of either the
     amortization  method or the fair value method for each class of  separately
     recognized  servicing  assets  and  servicing  liabilities,  and,  requires
     separate  disclosure at fair value in the statement of financial  position.
     The  adoption of this  Statement  is  effective  for  financial  statements
     beginning with fiscal years on or after September 15, 2006. The adoption of
     this  statement  is  not  expected  to  have  a  material   impact  on  the
     consolidated financial statements of the Company.

     In June,  2006, the FASB issued FIN No. 48,  "ACCOUNTING FOR UNCERTAINTY IN
     INCOME TAXES - AN  INTERPRETATION  OF FASB STATEMENT NO. 109 ACCOUNTING FOR
     INCOME TAXES".  This  interpretation  requires a recognition  threshold and
     measurement   attribute  for  the  financial   statement   recognition  and
     measurement  of a tax  position  taken  or  expected  to be  taken in a tax
     return.  This  interpretation  also  provides  guidance  on  derecognition,
     classification,   interest,  penalties,   accounting  in  interim  periods,
     disclosure and transition.  This interpretation  requires the evaluation of
     whether the technical  merits of a tax position is more likely or not to be
     sustained upon examination, including the resolution of any related appeals
     or litigation. The Statement requires the measurement of the largest amount
     of benefit that is greater than a 50%  likelihood  of being  realized  upon
     final   settlement,   presuming  the  position  will  be  examined  by  the
     appropriate  taxing  authority  with  the  benefit  of full  knowledge  and
     relevant information.  The adoption of this interpretation is effective for
     fiscal years beginning after December 15, 2006.

     In   September,   2006,   the  FASB  issued  SFAS  No.  157,   "FAIR  VALUE
     MEASUREMENTS".  This  Statement  defines  fair value as `exit  prices'  NOT
     `entry prices' in generally  accepted  accounting  principles  (GAAP),  and
     expands  disclosures  about  fair  value  measurements  for the  purpose of

                                       6

     promoting  consistency and  simplification of the existing  codification of
     accounting  principles.  To  eliminate  differences  in practice and reduce
     complexity in the  application of GAAP, the Statement  emphasizes that fair
     value is a market-based measurement, not an entity specific measurement and
     should be  determined  based on the  assumptions  that market  participants
     would use in pricing the asset or liability.  This statement  establishes a
     fair value hierarchy that distinguishes between observable and unobservable
     inputs  and  clarifies  the need for  adjustments  to fair  value  based on
     nonperformance,  other market risk  assessment  criteria,  certain asset or
     event restrictions, and trading blockage. The adoption of this Statement is
     effective for financial  statements beginning with fiscal years on or after
     September 15, 2007,  including  interim  financial  statements  within that
     fiscal year.

     In October,  2006, the FASB issued SFAS No.158,  "EMPLOYERS' ACCOUNTING FOR
     DEFINED  BENEFIT  PENSION AND OTHER  POSTRETIREMENT  PLANS- AN AMENDMENT OF
     FASB  STATEMENTS NO. 87, 88, 106 AND 132( R )". This statement  requires an
     employer to recognize  the  overfunded or  underfunded  status of a defined
     benefit  postretirement plan, other than a multi-employer plan, as an asset
     or  liability  in its  statement  of  financial  position  and to recognize
     changes  in that  funded  status  in the year in which  the  changes  occur
     through  the  comprehensive  income of a business  entity.  This  statement
     requires the  measurement  and  recognition of the difference  between plan
     assets at fair  value  and the  benefit  obligation,  as of the date of the
     employer's fiscal year-end statement of financial position.  This statement
     also  requires  additional  disclosure  in the  footnotes to the  financial
     statements  about certain effects on net periodic benefit cost for the next
     fiscal  year that arise from  delayed  recognition  of the gains or losses,
     prior  service  costs or credits,  and  transition  assets or  obligations.
     Employers who have issued outstanding publicly traded equity securities are
     required to adopt this Statement by initially recognizing the funded status
     of a defined benefit  postretirement  plan including the required  footnote
     disclosures  as of the end of the fiscal year  ending  after  December  15,
     2006.

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 three-month and six-month
     period ended December 31, 2006 and 2005. The Company did not have any stock
     options and warrants that impacted earnings per share in each period.

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  for
     damages related to its claims, including breach of contract and contractual
     interference.  The client's  counterclaim  was dismissed by the judge.  The
     Company filed a post-trial  motion to amend the judgment to add prejudgment
     interest.  On June 1, 2006 this motion was denied.  The Company has engaged
     independent legal counsel to pursue alternative  recourse in regards to the
     denial of prejudgment interest.

     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  contractor's  claims and
     has asserted offsets against the amounts claimed.  The case is currently in
     discovery.

                                       7

     Although it is not  possible to predict with  certainty  the outcome of the
     unresolved  legal action,  or the range of possible  loss or recovery,  the
     Company  believes these  unresolved  legal actions will not have a material
     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 normal  course of business.  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
     principles 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.

     For the quarter ended December 31, 2006:

                                                Food Service  Training and
                                                Management    Conference Center     Total
                                                ----------    -----------------     -----
         Food service revenue                   $  4,955,526    $    203,749       5,159,275
         Depreciation and amortization                 9,944          59,663          69,607
         Income (loss) from operations               (83,271)       (147,676)       (230,947)
         Interest income                              15,828               0          15,828
         Interest expense                            (77,610)        (37,210)       (114,820)
         Income (loss) before taxes (benefit)       (130,857)       (189,395)       (320,252)
         Net income (loss)                           (52,173)       (189,395)       (241,568)
         Total assets                           $  6,543,690    $  7,316,828    $ 13,860,518

     For the quarter ended December 31, 2005:

                                                Food Service  Training and
                                                Management    Conference Center     Total
                                                ----------    -----------------     -----
         Food service revenue                   $  6,098,612    $    124,260       6,222,872
         Depreciation and amortization                12,235          79,427          91,662
         Income (loss) from operations               (80,941)       (222,617)       (303,558)
         Interest income                              18,029               0          18,029
         Interest expense                            (59,101)        (36,751)        (95,852)
         Income (loss) before taxes (benefit)       (122,013)       (260,235)       (382,248)
         Net income (loss)                           122,128        (260,235)       (138,107)
         Total assets                           $  7,320,389    $  7,243,365    $ 14,563,754

                                       8

     For the six months ended December 31, 2006

                                                Food Service  Training and
                                                Management    Conference Center     Total
                                                ----------    -----------------     -----
         Food service revenue                   $ 10,103,726    $    381,151    $ 10,484,877
         Depreciation and amortization                19,074         122,217         141,291
         Income (loss) from operations               (27,459)       (292,677)       (320,136)
         Interest income                              28,833               0          28,833
         Interest expense                           (155,568)        (74,547)       (230,115)
         Income (loss) before taxes (benefit)       (140,054)       (376,242)       (516,296)
         Net income (loss)                            17,249        (376,242)       (358,993)
         Total assets                           $  6,543,690    $  7,316,828    $ 13,860,518

     For the six months ended December 31, 2005

                                                Food Service  Training and
                                                Management    Conference Center     Total
                                                ----------    -----------------     -----
         Food service revenue                   $ 12,218,122    $    215,258    $ 12,433,380
         Depreciation and amortization                25,082         204,302         229,384
         Income (loss) from operations                77,617        (521,479)       (443,862)
         Interest income                              42,234               0          42,234
         Interest expense                           (114,072)        (70,641)       (184,713)
         Income (loss) before taxes (benefit)          5,779        (593,854)       (588,075)
         Net income (loss)                           249,918        (593,854)       (343,936)
         Total assets                           $  7,320,389    $  7,243,365    $ 14,563,754

6.   REVOLVING CREDIT FACILITY

     In February 2001,  the Company  executed a loan agreement with a bank for a
     revolving  credit facility and two irrevocable  letters of credit issued in
     conjunction  with the issuance of the 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. A portion of the cash  collateral  account has been
     released  and as of  December  31,  2006  and June 30,  2006,  the  Company
     maintained  restricted  cash balances of $250,000,  which was not available
     for operating purposes.

     At  December  31,  2006 and June  30,  2006,  the  Company  had  $3,500,000
     outstanding 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.  At December 31, 2006 the Company was in compliance with
     these covenants.

     At June 30, 2006, the covenants also included 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 June 30, 2006,  the Company was not in  compliance  with these
     covenants.  While not  waiving  these  covenants,  the Company and the bank
     reached an agreement in October,  2006 which maintains the revolving credit
     line in place to July 1, 2007.

                                       9

     The Company is currently in discussion with several financing  institutions
     to obtain new credit  facilities  that would replace the  outstanding  debt
     prior to July 1, 2007. However,  there can be no assurance that the Company
     will in fact obtain a new credit facility.

7.   COLLEGEVILLE INN

     Effective June 27, 2005,  the Company  closed the buffet  restaurant at the
     Collegeville  Inn  Conference  &  Training  Center  to  make  the  facility
     available  for catered  events.  The Company is  exploring  all  reasonable
     alternatives  to improve its operating  results,  including but not limited
     to,  increasing  food service  revenues  with targeted  marketing  efforts,
     increasing revenues from the sale of the Company's Cook Chill products, the
     sale or  lease  of all or  part  of the  Collegeville  Inn  Conference  and
     Training Center, sale of excess land at the Collegeville Inn Conference and
     Training  Center  and  reduction  of  operating  expenses.  There can be no
     assurance as to the success of any or all of these alternatives.

     The Company will be  conducting  a one-day  auction on February 22, 2007 at
     which it will attempt to sell its banquet and training  facility as well as
     the surrounding land.  However,  there can be no assurances that there will
     be an acceptable offer or that the property will sell.

8.   BUSINESS CONDITIONS

     The  Company's  primary  sources of  revenues  are the  management  fees it
     receives  from  contracts  to provide  food and  housekeeping  services  to
     continuing care facilities,  hospitals, retirement communities and schools,
     as well as the Collegeville Inn, which includes the Conference and Training
     Center, Catering facilities and the Cook Chill operations.  The Company has
     a  business  plan in  place  to  improve  the  operating  results  from the
     Collegeville  Inn.  Effective  June 27, 2005, the Company closed the buffet
     restaurant  at the  Collegeville  Inn to make the  facility  available  for
     catered events.

     The  Company is  exploring  all  reasonable  alternatives  to  improve  its
     operating  results,  including but not limited to,  increasing food service
     revenues with targeted marketing efforts, increasing revenues from the sale
     of the Company's Cook Chill  products,  the sale or lease of all or part of
     the  Collegeville  Inn,  sale of excess  land at the  Collegeville  Inn and
     reduction of operating  expenses.  The Company has entered into  agreements
     with industry experts to assess and examine these alternatives.

     The  Company's  financial  statements  as of  December  31,  2006 have been
     presented on the basis that it is a going concern,  which  contemplates the
     realization  of assets and the  satisfaction  of  liabilities in the normal
     course of business.

     Although the Company had negative  working  capital of  approximately  $3.3
     million as of December 31, 2006,  which raised some doubt as to its ability
     to satisfy its obligations during that next fiscal year as they become due,
     such doubt was alleviated  after careful review of  Management's  plans for
     the future relating to the Collegeville Inn Assets and operations,  and the
     protections  relating to the management  fees from its contracts and future
     contracts.  These plans,  supported by the fact that the Company  still had
     stockholders  equity of approximately $4.2 million as of December 31, 2006,
     reinforces the Company's ability to continue as a going concern.

                                       10

     Management believes that operating cash flow, proceeds from the sale of the
     land,  available  cash and available  credit  resources will be adequate to
     make  repayments of  indebtedness,  if any, meet the working capital needs,
     satisfy  the  needs  of its  operations,  and to meet  anticipated  capital
     expenditures during the next twelve months ending December 31, 2007.

     In view of the matters  described above,  recoverability of a major portion
     of the recorded asset amounts shown in the Company's  accompanying  balance
     sheet is dependent  upon  continued  operations of a continuing  basis,  to
     maintain present financing,  and to succeed in its future  operations.  The
     Company's  financial  statements do not include any adjustment  relating to
     the  recoverability and classification of recorded asset amounts or amounts
     and  classification  of  liabilities  that  might be  necessary  should the
     Company be unable to continue in existence.

9.   ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     Based  on  the  Company's  current   activities,   the  only  component  of
     accumulated  other   comprehensive   income  consists  of  changes  in  the
     unrealized gains or losses of marketable  securities.  The Company sold the
     marketable  securities during the third quarter of fiscal 2006 and realized
     a gain of $44,256.  As of December 31, 2006 and June 30, 2006 there were no
     marketable securities.

                                   Three months ended        Six months ended
                                      December 31,             December 31,
                                    2006        2005         2006        2005
                                    ----        ----         ----        ----

Beginning balance                 $      0    $ 17,167     $      0    $  8,240
Current period change                    0       5,738            0      20,616
Tax effect                               0      (2,295)           0      (8,246)
                                  --------    --------     --------    --------
Ending balance                    $      0    $ 20,610     $      0    $ 20,610
                                  ========    ========     ========    ========

                                       11

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 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.

RESULTS OF OPERATIONS

Revenues for the quarter ended December 31, 2006 were $5,159,275,  a decrease of
$1,063,597  or 17.1%  compared to revenues of  $6,222,872  in the  corresponding
quarter last year.  Revenues  for the six month  period ended  December 31, 2006
were  $10,484,877,  compared  to  $12,433,380  for the six  month  period  ended
December  31,  2005,  a decrease  of  $1,948,503  or 15.7%.  The  decreases  are
primarily due to the net impact of revenues from new contracts  versus  revenues
from lost contracts.

Cost  of  operations  for  the  current  quarter  was  $4,225,803,  compared  to
$5,102,213  for similar  expenses  in the same  period last year,  a decrease of
$876,410 or 17.2%.  Cost of operations  for the six month period ended  December
31, 2006 were $8,508,666  compared to $10,097,212 for the six month period ended
December  31,  2005,  a decrease  of  $1,588,546  or 15.7%.  The  decreases  are
primarily due to lower  revenues  during the period and the expenses  associated
with those revenues.

Gross profit for the current  quarter was $933,472,  or 18.1% of gross  revenue,
compared  to  $1,120,659,  or 18.0% of gross  revenue,  for the same period last
year,  a decrease of $187,187 or 16.7%.  Gross  profit for the six month  period
ended December 31, 2006 was $1,976,211,  or 18.8% of gross revenue,  compared to
$2,336,168,  or 18.8%,  for the six month  period  ended  December  31,  2005, a
decrease of $359,957 or 15.4%.  The  decrease in gross  profit is due to the net
impact of new contracts and lost  contracts,  which was partially  offset by the
renegotiation of contract rates in the normal course of business.

                                       12

The Company has adapted to changing  market  conditions  with cost reductions in
the  Cost  of  Operations  and  General  &  Administrative   areas.  These  cost
reductions, along with improved operating processes, have enabled the Company to
maintain gross profit margins despite the decline in volume.

General and administrative  expenses for the quarter were $1,079,812 or 20.9% of
revenue,  compared to  $1,302,555  or 20.9% of revenue for the same quarter last
year, a decrease of $222,734 or 17.1%.  General and administrative  expenses for
the six month  period  ended  December  31,  2006 were  $2,125,056  compared  to
$2,490,648  for the six month  period  ended  December  31,  2005, a decrease of
$365,592 or 14.7%. This decrease is due to lower payroll and related expenses in
the period as well as a reduction in travel and related costs.

Provision for doubtful  accounts for the quarter was $15,000 compared to $30,000
for the corresponding quarter last year. Provision for doubtful accounts for the
six month period ended December 31, 2006 was $30,000 compared to $60,000 for the
six month period ended December 31, 2005.

Interest expense for the three-month period totaled $114,820 compared to $95,852
for the same period last year, an increase of $18,968 or 19.8%. Interest expense
for the  six-month  period  ended  December  31, 2006 was  $230,115  compared to
$184,713  for the  six-month  period ended  December  31,  2005,  an increase of
$45,402  or 24.6%.  The  increases  in  interest  expense  are the  result of an
increase in interest rates.

For the  reasons  stated  above,  net loss  after  taxes for the  quarter  ended
December  31,  2006 was  $241,568  compared to  $138,107  for the  corresponding
quarter last year, and the net loss for the six-month  period ended December 31,
2006 was $359,002  compared to $343,936 for the six-month  period ended December
31, 2005.

Net loss per share for the current  quarter  was $0.08  compared to net loss per
share of $0.05  for the same  quarter  last  year.  Net loss per  share  for the
six-month  period  ended  December  31,  2006 was $.13  compared to $.12 for the
six-month period ended December 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

At December  31, 2006 the Company had  negative  working  capital of  $3,351,444
compared to positive  working  capital of  $1,117,516  for the same quarter last
year.  This  decrease  in  working  capital  is  primarily  attributable  to the
Company's  reclassification  of the line of credit  debt from long term to short
term.

OPERATING ACTIVITIES.  Cash used in operations for the six months ended December
31, 2006 was $551,248  compared to  $1,023,491  used by  operations  for the six
months  ended  December  31, 2005.  The current  period's  activity is primarily
attributable to operating  losses  sustained in the current period as well as an
increase in accounts receivable.

INVESTING ACTIVITIES. Investing activities used $34,946 in cash in the six month
period  compared  to $7,061  in cash  provided  in the same  period  last  year.
Investing activities include capital expenditures in the amount of $42,746.

FINANCING ACTIVITIES.  Current year to date financing activities used $33,984 in
cash compared to $38,696 provided in the same period last year.

                                       13

CAPITAL  RESOURCES.  The  Company has certain  credit  facilities  with its bank
including a revolving  credit  facility of $3,500,000.  At December 31, 2006 and
June 30,  2006,  the  Company had  $3,500,000  outstanding  under its  revolving
credit. The Company has pledged a $250,000  Certificate of Deposit as additional
collateral  against the revolving line of credit.  The Company issued two series
of Industrial  Bonds  totaling  $3,560,548  in December  1996.  The  outstanding
balance on the bonds was  $2,215,000  and $2,380,000 as of December 31, 2006 and
June 30, 2006  respectively.  The Company and the bank  reached an  agreement in
October,  2006 which  maintains  the  revolving  credit line in place to July 1,
2007. The Company is currently in discussion with several financing institutions
to obtain new credit facilities that would replace the outstanding debt prior to
July 1, 2007.  However,  there can be no assurance that the Company will in fact
obtain a new credit facility.

As  mentioned  in  previous  filings,  the  Company  has  assets  including  its
Collegeville  facility,  which  have  appreciated   substantially  and  are  not
considered essential to its core business. These assets have been the subject of
Purchase Offers from several  parties.  The Company has plans to possibly sell a
part of all of these assets in a fashion that will increase the liquidity of the
Company.  The Company will be conducting a one-day  auction on February 22, 2007
at which it will  attempt to sell its banquet and  training  facility as well as
the surrounding land. However,  there can be no assurances that there will be an
acceptable  offer or that the property  will sell.  To date,  the Company has no
agreements, commitments or understandings with respect to the sale of all or any
part of these  assets  and  there  can be no  assurance  that any such sale will
occur.

-----------------------------------------------------------------------------------------
                                               Payment Due by Period
-----------------------------------------------------------------------------------------
                                      Less Than
Contractual Obligations    Total        1 Year     1 - 3 Years  4 - 5 Years After 5 Years
-----------------------------------------------------------------------------------------
Long-Term Debt *         $5,845,938   $3,795,938   $  350,000   $  390,000   $1,310,000
-----------------------------------------------------------------------------------------
Operating Leases              9,790        7,280        2,510         --
-----------------------------------------------------------------------------------------
Total Contractual Cash
Obligations              $5,855,728   $3,803,218   $  352,510   $  390,000   $1,310,000
-----------------------------------------------------------------------------------------

* Long-Term  Debt includes the $3,499,922  outstanding  balance on the revolving
credit facility.

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

                                       14

The Company's  primary  sources of revenues are the management  fees it receives
from  contracts to provide food and  housekeeping  services to  continuing  care
facilities,  hospitals,  retirement  communities  and  schools,  as  well as the
Collegeville  Inn, which includes the Conference and Training  Center,  Catering
facilities  and the Cook Chill  operations.  The Company has a business  plan in
place to improve the operating results from the Collegeville Inn. Effective June
27, 2005, the Company closed the buffet  restaurant at the  Collegeville  Inn to
make the facility available for catered events.

The Company is exploring all  reasonable  alternatives  to improve its operating
results,  including but not limited to,  increasing  food service  revenues with
targeted marketing efforts,  increasing  revenues from the sale of the Company's
Cook Chill products,  the sale or lease of all or part of the Collegeville  Inn,
sale of excess land at the Collegeville Inn and reduction of operating expenses.
The Company has entered  into  agreements  with  industry  experts to assess and
examine these alternatives.

The Company's  financial  statements as of December 31, 2006 have been presented
on the basis that it is a going concern,  which  contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.

Although the Company had negative working capital of approximately  $3.3 million
as of December  31,  2006,  which raised some doubt as to its ability to satisfy
its obligations  during that next fiscal year as they become due, such doubt was
alleviated after careful review of Management's plans for the future relating to
the Collegeville Inn Assets and operations,  and the protections relating to the
management fees from its contracts and future contracts.  These plans, supported
by the fact that the Company still had stockholders equity of approximately $4.2
million as of December 31, 2006, reinforces the Company's ability to continue as
a going concern.

Management  believes  that  operating  cash flow,  proceeds from the sale of the
land,  available  cash and available  credit  resources will be adequate to make
repayments of indebtedness, meet the working capital needs, satisfy the needs of
its operations,  and to meet anticipated  capital  expenditures  during the next
twelve months ending December 31, 2007.

In view of the matters described above, recoverability of a major portion of the
recorded  asset  amounts shown in the  Company's  accompanying  balance sheet is
dependent upon continued  operations of a continuing  basis, to maintain present
financing,  and to succeed in its future  operations.  The  Company's  financial
statements  do not include any  adjustment  relating to the  recoverability  and
classification  of  recorded  asset  amounts or amounts  and  classification  of
liabilities  that might be necessary should the Company be unable to continue in
existence.

The Company may seek to access the public equity market whenever  conditions are
favorable.  Any additional public funding may result in significant dilution for
existing  shareholders 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 its 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

                                       15

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, schools and
the Collegeville Inn Conference and Training Center.  Revenue is recognized when
services are performed. Ongoing assessments of the creditworthiness 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
creditworthiness, 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.

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 quarters ended December 31, 2006 or September 30, 2006;
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 carry  forwards 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.

                                       16

As of December 31, 2006 and June 30, 2006, the Company maintained a deferred tax
asset of $2,161,636, and 2,004,333 respectively.  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.

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.

                                       17

                           PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                               None

Item 1A.    There are no material  changes to the risk factors  disclosed in the
            Company's  Annual Report on Form 10-K for the Fiscal Year ended June
            30, 2006.

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                                               None

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.

                                       18

                                   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/ Linda J. Haines
                                           -------------------------------------
                                           Linda J. Haines
                                           (Principal Financial Manager)

Date:  February 14, 2007

                                       19
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