`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 September 30, 2003
                                       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
incorporation or organization)                               Identification No.)

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 / /.

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 November 8, 2003.






                                TABLE OF CONTENTS

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

          Consolidated Balance Sheets as of
          September 30, 2003 (unaudited) and June 30, 2003              2 - 3

          Consolidated Statements of Operations for the Three
          Months Ended September 30, 2003 (unaudited) and
          2002 (unaudited)                                                4

          Consolidated Statements of Cash Flows for the Three
          Months Ended September 30, 2003 (unaudited) and
          2002 (unaudited)                                                5

          Notes to Consolidated Financial Statements                    6 - 8

          Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           9 - 13

          Item 4 - Controls and Procedures                               13

Part II.  Other Information                                              14

          Signatures                                                     15

                                       1





                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS


                                                                    September 30,     June 30,
                                                                       2003             2003
                                                                       ----             ----
                                                                    (unaudited)

Current assets:
   Cash and cash equivalents                                       $ 1,252,370     $ 1,360,512
   Accounts receivable, net of allowance for doubtful
      accounts of $2,352,326 and 2,292,326 respectively              3,101,671       2,843,764
   Accrued Income                                                      130,357          51,147
   Deferred income taxes                                             1,209,454       1,209,454
   Inventory                                                           143,379         155,945
                                                                   -----------     -----------
   Prepaid and other                                                   362,807         365,558
   Income Tax Refund                                                    63,348          63,348
                                                                   -----------     ------------
Total current assets                                                 6,263,386       6,049,728
                                                                   -----------     ------------

Property and equipment, net                                          7,961,256       8,103,456
                                                                   -----------     ------------


Other assets:
   Investment in contracts                                                 -0-             -0-
   Note Receivable                                                     132,571         136,110
   Advances to employees                                               435,283         435,283
   Deferred income taxes                                               212,687         212,687
   Bond issue costs                                                    191,788         195,430
   Deferred costs and other assets                                      10,020          10,020
                                                                   -----------     -----------
Total other assets                                                     982,349         989,530
                                                                   -----------     -----------
                                                                   $15,206,991     $15,142,714
                                                                   ===========     ===========

            See Notes to Unaudited Consolidated Financial Statements

                                        2




                      NUTRITION MANAGEMENT SERVICES COMPANY

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                               September 30,      June 30,
                                                                                  2003              2003
                                                                                  ----              -----
                                                                              (unaudited)

Current liabilities:
     Current portion of long-term debt                                         $    183,252    $    196,813
     Current portion of note payable                                                575,687         575,687
     Accounts payable                                                             2,766,161       2,883,496
     Accrued expenses                                                               285,295         303,756
     Accrued payroll and related expenses                                           161,476         246,622
     Other                                                                          129,831         116,880
                                                                               ------------    ------------
Total current liabilities                                                         4,101,702       4,323,254
                                                                               ------------    ------------

Long-Term liabilities:
    Long-term debt, net of current portion                                        5,680,922       5,184,891
    Long-term payable                                                                70,206         154,452
                                                                               ------------    ------------
    Total long-term liabilities                                                   5,751,128       5,339,343
                                                                               ------------    ------------

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                                                            2,051,750       5,853,724
                                                                               ------------    ------------
                                                                                  2,177,706       5,979,680
                                                                               ------------    ------------

     Less:  treasury stock (Class A common: 253,000 and 253,000
       shares, respectively) - at cost                                             (499,563)       (499,563)
                                                                               ------------    ------------
Total stockholders' equity                                                        5,354,161       5,480,117
                                                                               ------------    ------------
                                                                               $ 15,206,991    $ 15,142,714
                                                                               ============    ============

            See Notes to Unaudited Consolidated Financial Statements

                                        3





                      NUTRITION MANAGEMENT SERVICES COMPANY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                              Three months ended
                                                 September 30,
                                               2003           2002
                                               ----           ----

Food Service Revenue                       $ 6,706,854    $ 7,256,400

Cost of Operations
     Payroll and related expenses            2,510,402      2,823,654
     Other costs of operations               2,883,118      3,120,326
                                           -----------    -----------
          Cost of operations                 5,393,520      5,943,980
                                           -----------    -----------

Gross Profit                                 1,313,334      1,312,420
                                           -----------    -----------

Expenses
     General and administrative expenses     1,176,840      1,023,523
     Depreciation and amortization             154,397        212,853
     Provision for doubtful accounts            60,000        185,000
                                           -----------    -----------
           Expenses                          1,391,237      1,421,376
                                           -----------    -----------

(Loss) from operations                         (77,903)      (108,956)
                                           -----------    -----------

Other income (expense)
     Other                                      (4,509)       (13,767)
     Interest income                             1,640          1,842
     Interest expense                          (45,184)       (54,064)
                                           -----------    -----------
          Other income (expense) - net         (48,053)       (65,989)
                                           -----------    -----------


Loss before income taxes                      (125,956)      (174,945)

Provision for income taxes                        --             --
                                           -----------    -----------
Net loss                                   ($  125,956)   ($  174,945)
                                           ===========    ===========

Net loss per share - basic and diluted     ($     0.04)   ($     0.06)
                                           ===========    ===========

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

            See Notes to Unaudited Consolidated Financial Statements

                                        4





                      NUTRITION MANAGEMENT SERVICES COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
                                                                                               Three Months-Ended
                                                                                                   September 30,
                                                                                                2003           2002
                                                                                                ----           ----
Operating activities:
Net loss                                                                                      ($125,956)     ($174,945)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
     Depreciation and amortization
     Provision for bad debts                                                                    154,397        212,853
     Amortization of bond costs                                                                  60,000        185,000
Changes in assets and liabilities:                                                                3,641          3,641
     Accounts receivable
     Accrued Income                                                                            (314,366)       558,481
     Inventory and other                                                                        (79,210)       (37,321)
     Accounts payable                                                                            15,317            (29)
     Accrued expenses                                                                          (117,336)      (294,572)
     Accrued payroll and related expenses                                                       (20,795)       (97,005)
     Accrued professional                                                                       (85,147)       (17,838)
     Accrued incomes taxes                                                                        2,335        (26,083)
     Other                                                                                          -0-         (7,501)
Net cash (used in) provided by operating activities                                              12,957        (78,487)
                                                                                            -----------     ----------
                                                                                               (494,163)       226,194
                                                                                            -----------     ----------
Investing activities:
     Repayment/(Advances) to employees
     Purchase of property and equipment                                                             -0-         78,802
Net cash (used in) provided by investing activities                                             (12,199)       (35,134)
                                                                                           ------------    -----------
                                                                                                (12,199)        43,668
                                                                                           ------------    -----------
Financing activities:
     Repayments of long-term borrowing
     Repayments of long-term payable                                                           (832,531)      (758,256)
     Proceeds from long-term borrowing                                                          (84,247)       (84,247)
Net cash provided by (used in) financing activities                                           1,315,000        585,000
                                                                                            -----------    -----------
                                                                                                398,222       (257,503)
                                                                                            -----------    -----------
Net (decrease)/increase in cash                                                                (108,140)        12,359
Cash and cash equivalents - beginning of period                                               1,360,512        593,310
                                                                                            -----------    -----------
Cash and cash equivalents - end of period
                                                                                            $ 1,252,372    $   605,669
                                                                                            ===========    ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
     Interest
     Income taxes                                                                           $    47,101    $    53,907
                                                                                                  $   0    $     9,300

            See Notes to Unaudited Consolidated Financial Statements

                                        5





                      NUTRITION MANAGEMENT SERVICES COMPANY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2003

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.  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, 2004.
         The financial  information presented should be read in conjunction with
         the  Company's  2003  financial  statements  that were filed under Form
         10-K.

2.       NEW ACCOUNTING PRONOUNCEMENTS

         In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
         Financial  Instruments  with  Characteristics  of both  Liabilities and
         Equity"  ("SFAS 150").  SFAS 150 clarifies the  accounting  for certain
         financial  instruments  that,  under previous  guidance,  issuers could
         account for as equity.  SFAS 150  requires  that those  instruments  be
         classified as liabilities in statements of financial position. SFAS 150
         is effective  for all  financial  instruments  entered into or modified
         after May 31, 2003,  and otherwise is effective at the beginning of the
         first  interim  period  beginning  after June 15,  2003.  To date,  the
         adoption of this interpretation did not have an effect on the Company's
         financial position or results of operations.

         In April  2003,  the FASB  issued  Statement  No.  149,  "Amendment  of
         Statement 133 on Derivative  Instruments and Hedging Activities" ("SFAS
         149").  SFAS  149  amends  SFAS No.  133,  "Accounting  for  Derivative
         Instruments and Hedging Activities" to clarify the financial accounting
         and reporting for derivative  instruments and hedging activities.  SFAS
         149 is intended to improve financial reporting by requiring  comparable
         accounting  methods for similar  contracts.  SFAS 149 is effective  for
         contracts  entered into or modified  subsequent  to June 30, 2003.  The
         requirements of SFAS 149 do not affect the Company's current accounting
         for derivative instruments or hedging activities;  therefore, it has no
         effect on the Company's financial condition or results of operations.

                                       6




                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                               September 30, 2003

         In January  2003 the FASB  issued FIN 46,  "Consolidation  of  Variable
         Interest  Entities"  ("FIN  46").  This  interpretation  of  Accounting
         Research  Bulletin  No.  51,   "Consolidated   Financial   Statements,"
         addresses  consolidation  by business  enterprises of certain  variable
         interest entities where there is a controlling  financial interest in a
         variable  interest entity or where the variable  interest does not have
         sufficient equity at risk to finance its activities  without additional
         subordinated  financial support from other parities. The interpretation
         applies in the first year or interim period beginning after January 31,
         2003 and applies in the first year or interim  period  beginning  after
         June 15, 2003 to  variable  interest  entities  in which an  enterprise
         holds a variable interest that it acquired before February 1, 2003. The
         Company will apply the  consolidation  requirement  of FIN 46 in future
         periods if the Company should own any interest in any variable interest
         entity.

3.       EARNINGS PER COMMON SHARE

         Earnings  per common  share  amounts are based on the  weighted-average
         number of shares of common  stock  outstanding  during the  three-month
         period ending  September 30, 2003 and 2002.  Stock options and warrants
         did  not  impact   earnings   per  share  each   period  as  they  were
         anti-dilutive.

4.       LITIGATION

         On February 7, 2001,  NMSC filed a suit  against a major  client in the
         Court of Common Pleas in Chester County, PA. This suit has subsequently
         been  removed  to the  United  States  District  Court for the  Eastern
         District of Pennsylvania. In the lawsuit, NMSC has made various claims,
         including   among  others  a  claim  that  the  client  failed  to  pay
         approximately $2.1 million in invoiced amounts, a claim that the client
         failed to pay  approximately $1 million in other amounts owing, a claim
         for  reimbursement  for  start up  costs  in an  amount  in  excess  of
         $400,000,   a  claim  for  over  $2  million  in  lost   profits   (or,
         alternatively,  a claim for  reimbursement for over $300,000 in credits
         issued in exchange for the promise to extend the arrangement),  a claim
         in the nature of treble damages and counsel fees, and other claims. The
         client has filed a counterclaim which the Company is contesting as part
         of the overall proceedings. Although it is not possible to predict with
         certainty the outcome of these unresolved legal actions or the range of
         possible loss or recovery,  the Company believes these unresolved legal
         actions  will not  have a  material  adverse  effect  on its  financial
         position or results of operations.

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

                                        7



                      NUTRITION MANAGEMENT SERVICES COMPANY

        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (continued)

                               September 30, 2003

5.       Business Segments

         The  Company  follows  the  disclosure  provisions  of  SFAS  No.  131,
         "Disclosures  About Segments of an Enterprise and Related  Information"
         ("SFAS 131").  This management  approach focuses on internal  financial
         information  that is used by  management to assess  performance  and to
         make operating decisions.  SFAS No. 131 also requires disclosures about
         products, services, geographic areas, and major customers.

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

                                                     Food Service          Training and
                                                      Management         Conference Center              Total
                                                      ----------         -----------------              -----
         For the quarter ended Sept. 30, 2003:
           Food service revenue                       $6,527,881          $    178,973              $6,706,854
           Depreciation and amortization                  30,280               124,118                 154,397
           Income (loss) from operations                 288,519              (366,422)                (77,903)
           Interest income                                 1,640                  0                      1,640
           Interest expense                              (28,244)              (16,939)                (45,184)
           Income (loss) before taxes (benefit)          261,915              (387,870)               (125,956)
           Net income (loss)                             261,915              (387,870)               (125,956)
           Total assets                                7,054,000             8,152,992              15,206,994

                                                     Food Service          Training and
                                                      Management         Conference Center              Total
                                                      ----------         -----------------              -----
         For the quarter ended Sept. 30, 2002:
           Food service revenue                       $7,095,972          $    160,428              $7,256,400
           Depreciation and amortization                  76,231               136,622                 212,853
           Income (loss) from operations                 244,339              (353,301)               (108,962)
           Interest income                                 1,842                  0                      1,842
           Interest expense                              (31,507)              (22,557)                (54,064)
           Income (loss) before taxes (benefit)          205,422              (380,367)               (174,945)
           Net income (loss)                             205,422              (380,367)               (174,945)
           Total assets                                7,842,903             8,632,804              16,475,707
           Capital expenditures                           34,470                   664                  35,134

6.       Revolving Credit Facility

         In February 2001, the Company executed a loan agreement with a bank for
         a  revolving  credit and two  irrevocable  letters of credit  issued in
         conjunction with the issuance of the Industrial Revenue Bonds, totaling
         $4,000,000 and $3,065,000,  respectively.  In March 2003, the revolving
         credit was  extended  from March 31, 2004 to December  31, 2004 and the
         letters of credit are available for four years with annual renewals. At
         June 30, 2003, the Company had available approximately $1,494,108 under
         the revolving credit.  Advances under the revolving credit are used for
         working capital purposes.

         These credit  agreements  contain covenants that include the submission
         of specified  financial  information  and the  maintenance of insurance
         coverage  for the  pledged  assets  during the term of the  loans.  The
         covenants  also include the  maintenance  of a certain  fixed  coverage
         ratio,  total  liabilities  to  consolidated  tangible  net worth,  and
         minimum  working  capital.  Compensating  balances  required  for these
         credit agreements totaled $655,102 as of June 30, 2003.

         At  June  30,  2003  the  Company  was  not in  compliance  with  these
         covenants.  On October 20,  2003,  the Company  entered into an amended
         credit agreement whereby the non-compliance at June 30, 2003 was waived
         and new  financial  covenants  were  negotiated  through June 30, 2004,
         which  reflect  the  Company's  current  operating  projections.  As  a
         condition of obtaining said waivers and  amendments,  the Loan Facility
         availability was reduced from $4,000,000 to $3,500,000 and $500,000 was
         placed  in  a  cash  collateral   account  and  pledged  as  additional
         collateral against the revolver note.

                                        8





           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, the outcome of the Company's litigation discussed under Item 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.

CRITICAL ACCOUNTING POLICIES

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

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

REVENUE RECOGNITION

            Revenue is generated primarily from fees for food service management
and facilities  management at continuing care and health care facilities and the
Collegeville Inn restaurant.  Revenue is recognized when services are performed.
Ongoing  assessments of the credit  worthiness of customers  provide the Company
reasonable assurance of collectibility upon performance of services.

                                        9






           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (continued)

ACCOUNTS RECEIVABLE

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

IMPAIRMENT OF LONG-LIVED ASSETS EXCLUDING GOODWILL

            The Company  evaluates  the  carrying  value of  long-lived  assets,
including   intangible   assets  subject  to   amortization,   when  events  and
circumstances  warrant such a review. The carrying value of long-lived assets is
considered  impaired  when the  anticipated  undiscounted  cash  flows from such
assets are less than their carrying  value.  In that event, a loss is recognized
equal to the amount by which the  carrying  value  exceeds the fair value of the
long-lived assets. The Company  periodically  reviews the appropriateness of the
estimated useful lives of its long-lived assets.

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  also are  recognized as deferred
tax assets.  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 in income in the period that the change is enacted.

RESULTS OF OPERATIONS

            Revenues for the quarter ended September 30, 2003 were $6,706,854, a
decrease  of  $549,546  or  8.2%  compared  to  revenues  of  $7,256,400  in the
corresponding  quarter  last year.  This  decrease is  primarily  due to the net
impact of revenues from lost contracts versus revenues from new contracts.

                                       10





           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (continued)

            Cost of operations  provided for the current quarter was $5,393,520,
compared  to  $5,943,980  for similar  expenses in the same period last year,  a
decrease of $550,460 or 9.3%.  The decrease is primarily  due to lower  revenues
during the period  partially  offset by  inflationary  price,  wage and  expense
increases.

            Gross  Profit for the current  quarter was  $1,313,334,  compared to
$1,312,420  for the same  period  last year,  an  increase  of $914 or .1%.  The
increase is due to the cancellation of non performing contracts.

            General and administrative  expenses for the quarter were $1,176,840
or 17.5% of  revenue,  compared to  $1,023,523  or 14.1% of revenue for the same
quarter  last year,  an increase of $153,317 or 15.0%.  This  increase is due to
higher fixed costs within the general and  administrative  expenses  compared to
lower sales.

            Provision for doubtful accounts for the quarter was $60,000 compared
to $185,000 for the  corresponding  quarter last year.  This  decrease is due to
increased  collections  activities  which led to  overall  decline  in  accounts
receivable and also lower sales volume.

            Interest expense for the three-month period totaled $45,184 compared
to $54,064 for the same period last year. The decrease in interest  expense is a
result of repayment in borrowings as well as a reduction in interest rates.

            For the reasons  stated above,  net loss after taxes for the quarter
ended  September  30,  2003  was  ($125,956)  compared  to  ($174,945)  for  the
corresponding  quarter last year. Net loss per share for the current quarter was
($0.04)  compared  to net loss per share of ($0.06)  for the same  quarter  last
year.

LIQUIDITY AND CAPITAL RESOURCES

            At September 30, 2003 the Company had working capital of $2,161,684.

            OPERATING  ACTIVITIES.  Cash used in operations for the three months
ended  September  30,  2003  was  $494,164  compared  to  $226,194  provided  by
operations for the three months ended  September 30, 2002. The current  period's
activity is primarily due to an increase of accounts  receivable  and a decrease
in accounts payable.  The aforementioned item is also the primary reason for the
improvement versus the prior year.

            INVESTING  ACTIVITIES.  Investing activities used $12,199 in cash in
the current quarter compared to $43,668 in cash provided in the same period last
year.


                                       11





           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (continued)

            FINANCING ACTIVITIES.  Current quarter financing activities provided
$398,222 in cash  compared to  $257,503  used in the same period last year.  The
change is attributable  to $916,778 of debt  repayments  offset by $1,315,000 of
debt proceeds.

            CAPITAL  RESOURCES.  The Company has certain credit  facilities with
its bank including a revolving credit of $3,500,000.  At September 30, 2003, the
Company had $ 494,079  available under its revolving  credit. In March 2003, the
Loan Facility was extended from March 31, 2004 to December 31, 2004. The Company
issued two series of Industrial  Bonds totaling  $3,560,548 in December of 1996.
The outstanding balance on the bonds was $2,810,000 as of September 30, 2003. On
October  20,  2003 the  Company  entered  into an  amended  agreement.  The Loan
Facility  contains  certain  covenants  that  include   maintenance  of  certain
financial  ratios,  maintenance of minimum levels of working  capital as well as
affirmative  and  negative  covenants.  The  Company  is  current  with  all its
obligations to its bank and on its bonds and has met all financial  covenants in
its loan documents.

                                                   Payment Due By Period
                                        Less
  Contractual                          than 1      2 - 3         4 - 5     After 5
  Obligations              Total        year       years         years      years

Long-Term Debt*          5,864,174     183,252   3,300,922     335,000   2,045,000

Operating Leases            55,739      18,580      37,159           0           0

Total Contractual Cash
Obligations              5,919,913     201,832   3,338,081     335,000   2,045,000

* Long-Term Debt includes a $3,005,922  outstanding balance on revolving line of
credit,  leaving  $494,078  available  under the  $3,500,000  revolving  line of
credit.

                                        Amount of Commitment Expiration
                                                    Per Period
                                    --------------------------------------------
Other Commercial   Total Amounts    Less than         1 - 3           4 - 5       Over 5
  Commitments        Committed        1 year          years           years       years
  -----------        ---------        ------          -----           -----       -----

Lines of Credit     3,500,000           0           3,500,000           0           0

Standby Letter of
Credit              3,065,000           0           3,065,000           0           0

Total Commercial
Commitments         6,565,000           0           6,565,000           0           0


                                       12





           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                                   (continued)

            A substantial  portion of the Company's  revenues are dependent upon
the payment of its fees by customer  healthcare  facilities,  that, 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 the collection of accounts receivable.

            Based upon its present  plans,  management  believes that  operating
cash flow,  available  cash and available  credit  resources will be adequate to
make repayments of indebtedness  described  herein,  to meet the working capital
cash needs of the  Company and to meet  anticipated  capital  expenditure  needs
during the 12 months ending September 2004. In addition, the Company anticipates
the sale of certain land adjacent to its Collegeville  facility that it believes
will net cash proceeds of not less than $2,000,000 during the fiscal year ending
June 30, 2004.

            In an effort to extend our current bank debt,  we may seek to access
the public equity market  whenever  conditions are favorable,  even if we do 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.  We
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.


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 Chief Financial Officer
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.


                                       13





                           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                                          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  Exchange Act of
                           1934,  as  adopted  pursuant  to  Section  302 of the
                           Sarbanes-Oxley Act of 2002.

                31.2       Certification of Principal Financial Manager pursuant
                           to Rule 13a-14(a)  under the Securities  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 Manager pursuant
                           to 18 U.S.C.  Section  1350,  as adopted  pursuant to
                           Section 906 of the Sarbanes-Oxley Act of 2002.

            (b) Reports on Form 8-K

                The Company filed a Form 8-K filed on September 9, 2003 under
                Item 4.


                                       14




                                   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:  November 14, 2003

                                       15`