NUTRITION MANAGEMENT SERVICES CO/PA
8-K, 1998-07-23
EATING PLACES
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                              --------------------

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported): July 16, 1998

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


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

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


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


                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>
         Item 4.   Changes in Registrant's Certifying Accountant

         The Audit  Committee of the Board of Directors  of the  Registrant  has
dismissed Moore Stephens,  P.C. ("Moore Stephens") as independent accountants to
the  Registrant  and  appointed  Grant  Thornton  LLP  as  the  new  independent
accountants  to the  Registrant.  Moore  Stephens'  accountant's  report  on the
financial statements of the Registrant for the past two years and any subsequent
interim period through the date of dismissal did not contain an adverse  opinion
or a disclaimer of opinion and was not qualified or modified as to  uncertainty,
audit scope, or accounting principles.  There were no other reportable events or
disagreements  with  Moore  Stephens  to report in  response  to Item  304(a) of
Regulation S-K.

         Item 7.   Financial Statements and Exhibits

         Exhibit 16 - Letter,  dated July 21, 1998 from Moore Stephens,  P.C. to
the Securities and Exchange Commission.


                                       -2-

<PAGE>
                                    SIGNATURE


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


                                           NUTRITION MANAGEMENT SERVICES COMPANY



Dated: July 22, 1998                       By: /s/ Joseph V. Roberts
                                               ---------------------------------
                                               Chairman of the Board and
                                               Chief Executive Officer


                                       -3-


                              MOORE STEPHENS, P.C.
                          CERTIFIED PUBLIC ACCOUNTANTS



                                                                      EXHIBIT 16


                                  July 21, 1998







Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

         Re:  Nutrition Management Services Company (the "Company")

Gentlemen:

         We were  previously  principal  accountants  for  Nutrition  Management
Services  Company and,  under the date of September 10, 1997, we reported on the
financial  statements of Nutrition Management Services Company as of and for the
years  ended  June 30,  1997 and 1996.  Nutrition  Management  Services  Company
advised us by letter dated July 9, 1998 of our dismissal. We have read Nutrition
Management  Services Company's  statements included under Item 4 of its Form 8-K
and we agree with such statements, except that we are not in a position to agree
or disagree with  Nutrition  Management  Services  Company's  statement that the
audit  committee of the board of directors  dismissed  Moore  Stephens,  P.C. as
independent  accountants and appointed Grant Thornton LLP as the new independent
accountants.


                                        Very truly yours,


                                        /s/ MOORE STEPHENS, P.C.
                                        ------------------------
                                        MOORE STEPHENS, P.C.


                         -4-


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