`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, 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 .
                                            ---     ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the 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, 2006.




                                TABLE OF CONTENTS

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

         Item 1. - Financial Information                                    2

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

         Consolidated Statements of Operations for the Three
         and Six Months Ended December 31, 2005 (unaudited) and
         2004 (unaudited)                                                   3

         Consolidated Statements of Cash Flows for the Six
         Months Ended December 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                             10 - 14

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

         Item 4 - Controls and Procedures                                  14

Part II. Other Information                                                 15

         Signatures                                                        16

         Certifications                                                  17 - 20




                                        NUTRITION MANAGEMENT SERVICES COMPANY
                                             CONSOLIDATED BALANCE SHEETS

                                                                                December 31, 2005       June 30, 2005
                                                                                  (unaudited)
                                                                                -----------------       -------------
Current assets:
   Cash and cash equivalents                                                       $  1,834,490         $  2,889,616
   Marketable securities                                                                227,360              213,561
   Accounts receivable, net of allowance for doubtful
      accounts of $1,018,702 and $958,702, respectively                               2,949,299            3,063,514
   Inventory                                                                            156,168              128,949
   Prepaid and other                                                                    221,159              413,922
   Income tax refund                                                                          0               43,730
                                                                                   ------------         ------------
Total current assets                                                                  5,388,476            6,753,292

Property and equipment, net                                                           6,760,244            6,989,627

Other assets:
   Restricted cash                                                                      250,000              250,000
   Note receivable                                                                      112,794              129,702
   Advances to employees                                                                425,794              434,283
   Deferred income taxes                                                              1,700,255            1,456,114
   Bond issue costs, net of accumulated amortization of $132,313
      and $125,029, respectively                                                        159,011              166,295
   Other assets                                                                          11,321               11,321
                                                                                   ------------         ------------
Total other assets                                                                    2,659,175            2,447,715
                                                                                   ------------         ------------
Total assets                                                                       $ 14,807,895         $ 16,190,634
                                                                                   ============         ============

Current liabilities:
     Current portion of long-term debt                                             $    150,000         $    150,000
     Current portion of note payable                                                    111,304                    0
     Accounts payable                                                                 3,388,759            3,991,267
     Accrued payroll and related expenses                                               238,957              257,319
     Accrued expenses and other                                                         381,940              773,547
                                                                                   ------------         ------------
Total current liabilities                                                             4,270,960            5,172,133

Long-Term liabilities:
    Long-term debt, net of current portion                                            5,454,921            5,604,921

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, issued and outstanding                     48                   48
     Retained earnings                                                                1,758,993            2,102,929
     Other comprehensive income                                                          20,610                8,240
     Less:  treasury stock (Class A common: 253,000 and 253,000
       shares, respectively) - at cost                                                 (499,563)            (499,563)
                                                                                   ------------         ------------
Total stockholders' equity                                                            5,082,014            5,413,580
                                                                                   ------------         ------------
                                                                                   $ 14,807,895         $ 16,190,634
                                                                                   ============         ============

                               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,
                                                              2005            2004            2005            2004
                                                              ----            ----            ----            ----
Food Service Revenue                                     $  6,222,872    $  6,610,033    $ 12,433,380    $ 13,379,580
Cost of Operations
     Payroll and related expenses                           2,541,147       2,525,661       5,065,087       5,228,008
     Other costs of operations                              2,561,066       2,740,113       5,032,125       5,504,001
                                                         ------------    ------------    ------------    ------------
Total cost of operations                                    5,102,213       5,265,774      10,097,212      10,732,009

                                                         ------------    ------------    ------------    ------------
Gross Profit                                                1,120,659       1,344,259       2,336,168       2,647,571

Expenses
     General and administrative expenses                    1,302,555       1,159,971       2,490,648       2,385,265
     Depreciation and amortization                             91,662         151,308         229,384         302,984
     Provision for doubtful accounts                           30,000          30,000          60,000         105,000
                                                         ------------    ------------    ------------    ------------
           Total expenses                                   1,424,217       1,341,279       2,780,032       2,793,249

                                                         ------------    ------------    ------------    ------------
Income/(loss) from operations                                (303,558)          2,980        (443,864)       (145,678)

Other income/(expense)
     Other                                                       (867)         13,983          (1,734)         11,600
     Interest income                                           18,029           1,220          42,234           2,255
     Interest expense                                         (95,852)        (67,035)       (184,713)       (125,695)
                                                         ------------    ------------    ------------    ------------
            Total other income/(expense)                      (78,690)        (51,832)       (144,213)       (111,840)

                                                         ------------    ------------    ------------    ------------
Loss before income taxes                                     (382,248)        (48,852)       (588,077)       (257,518)

Provision for income taxes                                   (244,141)           --          (244,141)           --

                                                         ------------    ------------    ------------    ------------
Net loss                                                 $   (138,107)   $    (48,852)   $   (343,936)   $   (257,518)

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

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

Comprehensive income/(loss)                              $   (117,497)   $    (48,852)   $   (323,326)   $   (257,518)
                                                         ============    ============    ============    ============

Net loss per share - basic and diluted                   $       (.05)   $      (0.02)   $       (.12)   $     (0.09)
                                                         ============    ============    ============    ============

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,
                                                             2005                  2004
                                                             ----                  ----
Operating activities:
Net loss                                                 $  (343,936)          $  (257,518)
Adjustments to reconcile net loss to
  net cash used in operating activities:
     Depreciation and amortization                           229,384               302,984
     Provision for bad debts                                  60,000               105,000
     Amortization of bond costs                                7,283                 7,284
     (Benefit)/provision for deferred taxes                 (244,141)                    0
 Changes in assets and liabilities:
     Accounts receivable                                      71,123              (614,500)
     Inventory                                               (27,219)                3,436
     Prepaid and other current assets                        192,763              (128,330)
     Income tax refund                                        43,730                     0
     Accounts payable                                       (602,508)              731,636
     Accrued payroll and related expenses                    (18,362)              (69,241)
     Accrued expenses and other                             (391,608)             (276,177)
                                                         -----------           -----------
Net cash used in operating activities                     (1,023,491)             (195,426)

Investing activities:
    Purchase of property and equipment                             0               (33,635)
   Advance to employees                                        8,489                     0
   Marketable securities                                      (1,428)              (13,334)
                                                         -----------           -----------
Net cash used in investing activities                          7,061               (46,969)

Financing activities:
     Proceeds from note payable                              238,869                     0
     Repayment of note payable                              (127,565)             (154,453)
     Repayments of long-term borrowing                      (150,000)             (203,000)
     Proceeds from long-term borrowing                             0               436,000
                                                         -----------           -----------
Net cash provided by financing activities                    (38,696)               78,547

                                                         -----------           -----------
Net decrease in cash                                      (1,055,126)             (163,848)

Cash and cash equivalents - beginning of period            2,889,616               946,523
                                                         -----------           -----------

Cash and cash equivalents - end of period                $ 1,834,490           $   782,675
                                                         ===========           ===========

                  See Notes to Unaudited Consolidated Financial Statements
                                             4


                      NUTRITION MANAGEMENT SERVICES COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 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, 2006. The financial  information presented should be read
       in conjunction  with the Company's 2005  financial  statements  that were
       filed under Form 10-K.

2.     NEW ACCOUNTING PRONOUNCEMENTS

       In November  2004,  the Financial  Accounting  Standards  Board  ("FASB")
       issued SFAS No. 151, "INVENTORY COSTS - AN AMENDMENT TO APB NO. 43." This
       statement  provides  guidance  to clarify  the  accounting  for  abnormal
       amounts of idle facility  expense,  freight  handling  costs,  and wasted
       material (spoilage),  among other production costs. Provisions of APB No.
       43 stated  that under  some  circumstances,  items such as idle  facility
       expense,  excessive  spoilage  and other  costs may be so  abnormal as to
       require treatment as current period charges. This statement requires that
       those items be recognized as current period charges regardless of whether
       they meet the criterion of "so abnormal." In addition,  SFAS 151 requires
       that allocation of fixed production  overheads to the costs of conversion
       be  based  on the  normal  capacity  of the  production  facilities.  The
       adoption of this statement is required for fiscal years  beginning  after
       June 15, 2005.  Adoption of the Statement has not had and is not expected
       to have a material impact on the financial statements of the Company.

       In  November  2004,  the FASB issued  SFAS No. 152  "ACCOUNTING  FOR REAL
       ESTATE  TIME-SHARING  TRANSACTIONS - AN AMENDMENT OF SFAS NO. 66 AND 67".
       This Statement  amends SFAS No. 66 "ACCOUNTING FOR SALES OF REAL ESTATE",
       to reference the  financial  accounting  and reporting  guidance for real
       estate  time-sharing  transactions that is provided in AICPA Statement of
       Position   (SOP)   04-2,   Accounting   for  Real   Estate   Time-Sharing
       Transactions.  This  Statement also amends SFAS No. 67,  "ACCOUNTING  FOR
       COSTS AND INITIAL  RENTAL  OPERATIONS OF REAL ESTATE  PROJECTS," to state
       the guidance for (a) incidental costs and (b) costs incurred to sell real
       estate projects does not apply to real estate time-sharing  transactions.
       The accounting  for those  operations and costs is subject to guidance in
       SOP 04-2,  effective for financial statements with fiscal years beginning
       after June 15, 2005.  Adoption of this  statement  has not had and is not
       expected to have a material  impact on the  financial  statements  of the
       Company.

       In November 2004, the FASB issued SFAS No. 153, "EXCHANGES OF NONMONETARY
       ASSETS - AN AMENDMENT TO APB NO. 29." This  Statement  amends Opinion No.
       29 to  eliminate  the  exception  for  nonmonetary  exchanges  of similar
       productive  assets and replaces it with a general exception for exchanges
       of  nonmonetary  assets  that  do  not  have  commercial   substance.   A
       nonmonetary exchange has commercial substance if the future cash flows of
       the  entity  are  expected  to  change  significantly  as a result of the
       exchange.  The  adoption of this  statement  is required for fiscal years


                                       5


       beginning after June 15, 2005. Adoption of this statement has not had and
       is not expected to have a material impact on the financial  statements of
       the Company.

       In  December   2004,   the  FASB  issued  SFAS  No.  123  (Revised  2004)
       "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 will be required
       to adopt SFAS 123 (R) as of July 1, 2006.  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 adoption of this statement is not expected to have a material  impact
       on the consolidated financial statements of the Company.

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, 2005 and 2004.  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 an  appeal  of the  jury's  failure  to award
       interest.  Fees due to the  Company's  legal  counsel  in the  amount  of
       $340,000  have been  placed in escrow  pending the outcome of the appeal.
       The  former  client  did not  appeal  the jury  verdict  and the  Company
       received $2,500,000 on June 1, 2005.

       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.


                                       6


       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, 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


       For the quarter ended December 31, 2004:

                                                         Food Service              Training and
                                                          Management             Conference Center              Total
                                                          ----------             -----------------              -----
       Food service revenue                              $  6,372,603             $    237,430             $  6,610,033
       Depreciation and amortization                           26,910                  124,398                  151,308
       Income (loss) from operations                          252,042                 (249,062)                   2,980
       Interest income                                          1,220                        0                    1,220
       Interest expense                                       (40,930)                 (26,105)                 (67,035)
       Income (loss) before taxes (benefit)                   227,182                 (276,034)                 (48,852)
       Net income (loss)                                      227,182                 (276,034)                 (48,852)
       Total assets                                      $  6,784,204             $  7,702,338             $ 14,486,542


                                       7


       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                               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

         For the six months ended December 31, 2004

                                                         Food Service              Training and
                                                          Management             Conference Center              Total
                                                          ----------             -----------------              -----
       Food service revenue                              $ 12,902,161             $    477,419             $ 13,379,580
       Depreciation and amortization                           54,186                  248,798                  302,984
       Income (loss) from operations                          453,574                 (599,252)                (145,678)
       Interest income                                          2,255                        0                    2,255
       Interest expense                                       (76,144)                 (49,551)                (125,695)
       Income (loss) before taxes                             393,019                 (650,537)                (257,518)
       Net income (loss)                                      393,019                 (650,537)                (257,518)
       Total assets                                      $  6,784,204             $  7,702,338             $ 14,486,542

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 of cash was
       placed in a cash collateral account and pledged as additional  collateral
       against  the  revolving  credit  line.  A portion of the cash  collateral
       account,  $250,000  has been  released  and is  available  for  operating
       purposes.  At December 31, 2005 the Company  maintained  restricted  cash
       balances of $250,000, which was not available for operating purposes.

       At  December  31,  2005 and June 30,  2005,  the  Company  had  available
       approximately  $275,079  under the revolving  credit.  Advances under the
       revolving credit are used for working capital purposes.

       In March 2006, the Company  entered into an agreement  whereby the credit
       loan facility was extended to April 1, 2007.  The Company is current with
       all its obligations to its bank and on its bonds.

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. Additionally, the agreement of sale for the
       land dated September 8, 2004 has been terminated. As of February 16, 2006
       the Company has entered  into a letter of intent for an agreement of sale


                                       8


       for a minimum of  $3,200,000.  A formal  agreement  of sale is  currently
       being drafted and expected to be executed prior to the end of March 2006.


8.     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.

                                      Three Months Ended                       Six Months End
                                         December 30,                           December 30,
                                   2005                2004               2005                2004
                                 --------            --------           --------            --------

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




                                       9


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, 2005 were $6,222,872,  a decrease of
$387,161 or 5.9% compared to revenues of $6,610,033 in the corresponding quarter
last year.  Revenues  for the six month  period  ended  December  31,  2005 were
$12,433,380, compared to $13,379,580 for the six month period ended December 31,
2004, a decrease of $946,200 or 7.1%. The decreases are 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.  Effective June 27, 2005, the
Company  closed the buffet  restaurant at the  Collegeville  Inn  Conference and
Training Center to make the facility available for catered events.

Cost  of  operations  for  the  current  quarter  was  $5,102,213,  compared  to
$5,265,744  for similar  expenses  in the same  period last year,  a decrease of
$163,561 or 3.1%. Cost of operations for the six month period ended December 31,
2005 were  $10,097,212  compared to  $10,732,009  for the six month period ended
December 31, 2004, a decrease of $634,797 or 5.9%.  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 $1,120,659,  or 18.0% of gross revenue,
compared  to  $1,344,259,  or 20.3% of gross  revenue,  for the same period last
year,  a decrease of $223,600 or 16.6%.  Gross  profit for the six month  period
ended December 31, 2005 was $2,336,168,  or 18.8% of gross revenue,  compared to
$2,647,571,  or 19.8%,  for the six month  period  ended  December  31,  2004, a
decrease  of  $311,403  or  13.3%.  The  decrease  in gross  profit is due to an
increase in cost of operations that exceeds the increase in revenues.


                                       10


General and administrative  expenses for the quarter were $1,302,555 or 20.9% of
revenue,  compared to  $1,159,971  or 17.6% of revenue for the same quarter last
year,  an  increase of $142,584 or 12.2%.  The  increase  was due to  additional
marketing  and business  development  positions,  higher  professional  fees and
travel related expenses associated with new business. General and administrative
expenses  for the six month  period  ended  December  31,  2005 were  $2,490,648
compared to  $2,385,265  for the six month  period ended  December 31, 2004,  an
increase of $105,383, or 4.4%.

Provision for doubtful  accounts for the quarter was $30,000 compared to $30,000
for the corresponding quarter last year. Provision for doubtful accounts for the
six month  period ended  December 31, 2005 was $60,000  compared to $105,000 for
the six month period ended December 31, 2004.

Interest expense for the three-month  period totaled $95,852 compared to $67,035
for the same period last year, an increase of $28,817 or 43.0%. Interest expense
for the  six-month  period  ended  December  31, 2005 was  $184,713  compared to
$125,695  for the  six-month  period ended  December  31,  2004,  an increase of
$59,018 or 46.7%.  The increases in interest expense are a result of an increase
in interest rates.

For the  reasons  stated  above,  net loss  after  taxes for the  quarter  ended
December 31, 2005 was $138,107 compared to $48,852 for the corresponding quarter
last year, and the net loss for the six-month period ended December 31, 2005 was
$343,936 compared to $257,518 for the six-month period ended December 31, 2004.

 Net loss per share for the current  quarter was $0.05  compared to net loss per
share of $0.02  for the same  quarter  last  year.  Net loss per  share  for the
six-month  period  ended  December  31,  2005 was $.12  compared to $.09 for the
six-month period ended December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005 the Company had working capital of $1,117,517.

OPERATING ACTIVITIES.  Cash used in operations for the six months ended December
31, 2005 was  $1,023,491  compared to $195,426  used by  operations  for the six
months  ended  December  31, 2004.  The current  period's  activity is primarily
attributable  to operating  losses  sustained in the current period as well as a
decrease in accounts payable and accrued expenses.

INVESTING  ACTIVITIES.  Investing  activities provided $7,061 in cash in the six
month period compared to $46,969 in cash used in the same period last year.

FINANCING ACTIVITIES.  Current year to date financing activities used $38,696 in
cash compared to $78,547 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 December 31, 2005 and
June 30, 2005, the Company had $275,079  available  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  $2,380,000  and $2,530,000 as of December 31, 2005 and
June 30, 2005 respectively. In March 2006, the Company entered into an agreement


                                       11


whereby the credit loan  facility was extended to April 1, 2007.  The Company is
current with all its obligations to its bank and on its bonds.

     =========================================================================================================
                                                              PAYMENT DUE BY PERIOD
     =========================================================================================================
                                                      LESS THAN
        CONTRACTUAL                                       1            1 - 3           4 - 5          AFTER 5
        OBLIGATIONS                   TOTAL             YEAR           YEARS           YEARS           YEARS
     =========================================================================================================
     Long-Term Debt *               $5,604,922      $  150,000      $3,559,922      $  370,000      $1,525,000
     =========================================================================================================
     Operating Leases                   49,149          40,215           8,933            --              --
     =========================================================================================================
     Total Contractual Cash
     Obligations                    $5,654,071      $  190,215      $3,568,855      $  370,000      $1,525,000
     =========================================================================================================

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

     =========================================================================================================
                                                                    AMOUNT OF COMMITMENT EXPIRATION
                                                                                PER PERIOD
     =========================================================================================================
          OTHER                       TOTAL           LESS THAN
        COMMERCIAL                   AMOUNTS              1            1 - 3           4 - 5           OVER 5
        COMMITMENTS                 COMMITTED            YEAR           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 next twelve months.

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


                                       12


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.
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, 2005 or September 30, 2005;
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.


                                       13


As of December 31, 2005 and June 30, 2005, the Company maintained a deferred tax
asset of $1,700,255.  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.


                                       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

                  The  Company's  Class A  Common  Stock No Par
                  Value,   (the  "Class  A  Common  Stock")  is
                  currently  trading  on the  OTC  Pink  Sheets
                  (Ticker  Symbol  -  NMSCA.PK)  and is a penny
                  stock.  The  Company's  Class A Common  Stock
                  traded  on  the  OTC  Bulletin   Board  until
                  January  7,  2005,   at  which  time  trading
                  commenced  on the OTC Pink  Sheets.  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.

        Item 6.   Exhibits and Reports on Form 8-K

               (a) Exhibits

                   10.1    Eleventh Amendment to Loan Agreement, dated March 1,
                           2006, between Nutrition Management Services Company,
                           the Collegeville Inn Conference and Training Center,
                           Inc., Apple Fresh Foods, Ltd. and Wilmington Trust of
                           Pennsylvania.

                   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.



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





Date:  March 8, 2006




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