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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 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 20, 2006

                         GALAXY NUTRITIONAL FOODS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                      1-15345                25-1391475
--------------------------------  ------------------------   -------------------
        (State or other           (Commission File Number)     (IRS Employer
juristidiction of incorporation)                             Identification No.)

                                2441 Viscount Row
                             Orlando, Florida 32809
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (407) 855-5500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

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

<PAGE>

This Report includes  forward-looking  statements  related to Galaxy Nutritional
Foods, Inc. that involve risks and uncertainties, including, but not limited to,
risks and  uncertainties  relating  to the  execution  of our  current  business
strategy, and other risks. These forward-looking statements are made in reliance
on the "safe harbor" provisions of the Private Securities  Litigation Reform Act
of 1995. For further information about these and other factors that could affect
Galaxy's  future  results and  business  plans,  please see our filings with the
Securities and Exchange Commission, including in particular our Annual Report on
Form  10-K for the year  ended  March 31,  2006.  Copies  of these  filings  are
available online at http://www.sec.gov. Prospective investors are cautioned that
forward-looking statements are not guarantees of performance. Actual results may
differ materially and adversely from management expectations.

Section 1. Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

The  information  set forth under Item 2.03 and Item 3.02 of this Report on Form
8-K is incorporated herein by reference.

Section 2. Financial Information

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
          Off-Balance Sheet Arrangement of a Registrant.

Pursuant to a Note Purchase Agreement dated July 19, 2006 and signed on June 20,
2006,  Galaxy  Nutritional  Foods,  Inc. (the "Company")  issued a new unsecured
convertible  note for  $2,685,104.17  (the  "Note" or  "Loan") to  Frederick  A.
DeLuca, a greater than 10% shareholder.  The proceeds from the Note were used to
repay or refinance $2,400,000 in unsecured promissory notes that matured on June
15, 2006 (including one such note in the principal amount of $1,200,000 owned by
Mr.  DeLuca) and a $285,104.17  registration  rights penalty owed to Mr. DeLuca.
The Note accrues interest at 12.5% per annum. No interest or principal  payments
are required  under the Note until its maturity in fifteen months on October 19,
2007.  Principal,  together with any accrued and unpaid interest, on the Note is
convertible  at any time prior to payment  into shares of the  Company's  common
stock at a conversion price of $0.35 per share. As additional  consideration for
making the Loan,  the Company  issued Mr.  DeLuca a warrant (the  "Warrant")  to
purchase up to 200,000 shares of the Company's common stock at an exercise price
equal to $0.35 per share. The Warrant is fully vested and can be exercised on or
before the expiration date of July 19, 2009.

On July 25, 2006,  the Company  issued a press  release  announcing  the matters
discussed  above. The full text of the press release is attached as Exhibit 99.1
to this report.


                                       1
<PAGE>

Section 3. Securities and Trading Market

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 2.03 above, principal, together with any accrued and unpaid
interest, on the Note is convertible at any time prior to payment into shares of
the  Company's  common  stock  at a  conversion  price of $0.35  per  share.  In
consideration  for the Loan described  above,  the Company  issued  Frederick A.
DeLuca a Warrant  dated July 19, 2006 to  purchase  up to 200,000  shares of the
Company's  common  stock at an  exercise  price  equal to $0.35 per  share.  The
Warrant is fully vested and can be exercised on or before the expiration date of
July 19, 2009. The Company relied on exemptions  from  registration  provided by
Section  4(2) of the  Securities  Act of  1933,  as  amended  and  Regulation  D
promulgated under such Act in issuing the Note and Warrant.

As a result of the acquisition of the Note and Warrant, Mr. DeLuca's "beneficial
ownership" in the Company will increase from  approximately 23% to approximately
48% within the meaning of the  Securities  Exchange  Act of 1934  (which,  among
other things,  assumes Mr. DeLuca's conversion of the entire amount of principal
and a portion of the interest on the Note for an  aggregate of 8,171,726  shares
and the  exercise of all of his  currently  outstanding  warrants  into  500,000
shares).

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

4.26        Convertible Note dated July 19, 2006

4.27        Warrant dated July 19, 2006

10.31       Note  Purchase   Agreement   dated  July  19,  2006  between  Galaxy
            Nutritional Foods, Inc. and Frederick A. DeLuca

99.1        Press  Release  regarding the  refinancing  issued by the Company on
            July 25, 2006.


                                       2
<PAGE>

                                   SIGNATURES

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.

Dated: July 25, 2006                    Galaxy Nutritional Foods, Inc.

                                        By: /s/ Salvatore J. Furnari
                                            ------------------------------------
                                            Salvatore J. Furnari
                                            Chief Financial Officer


                                       3
{"company-data": {"conformed-name": "GALAXY NUTRITIONAL FOODS INC", "cik": "0000819527", "assigned-sic": "2020", "irs-number": "251391475", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-15345", "film-number": "06979249"}, "business-address": {"street1": "2441 VISCOUNT ROW", "city": "ORLANDO", "state": "FL", "zip": "32809", "phone": "4078555500"}, "mail-address": {"street1": "2441 VISCOUNT ROW", "city": "ORLANDO", "state": "FL", "zip": "32809"}, "former-company": [{"former-conformed-name": "GALAXY FOODS CO", "date-changed": "19920703"}, {"former-conformed-name": "GALAXY CHEESE CO", "date-changed": "19920302"}]}
--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 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 20, 2006

                         GALAXY NUTRITIONAL FOODS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                      1-15345                25-1391475
--------------------------------  ------------------------   -------------------
        (State or other           (Commission File Number)     (IRS Employer
juristidiction of incorporation)                             Identification No.)

                                2441 Viscount Row
                             Orlando, Florida 32809
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (407) 855-5500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

--------------------------------------------------------------------------------
This Report includes  forward-looking  statements  related to Galaxy Nutritional
Foods, Inc. that involve risks and uncertainties, including, but not limited to,
risks and  uncertainties  relating  to the  execution  of our  current  business
strategy, and other risks. These forward-looking statements are made in reliance
on the "safe harbor" provisions of the Private Securities  Litigation Reform Act
of 1995. For further information about these and other factors that could affect
Galaxy's  future  results and  business  plans,  please see our filings with the
Securities and Exchange Commission, including in particular our Annual Report on
Form  10-K for the year  ended  March 31,  2006.  Copies  of these  filings  are
available online at http://www.sec.gov. Prospective investors are cautioned that
forward-looking statements are not guarantees of performance. Actual results may
differ materially and adversely from management expectations.

Section 1. Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

The  information  set forth under Item 2.03 and Item 3.02 of this Report on Form
8-K is incorporated herein by reference.

Section 2. Financial Information

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
          Off-Balance Sheet Arrangement of a Registrant.

Pursuant to a Note Purchase Agreement dated July 19, 2006 and signed on June 20,
2006,  Galaxy  Nutritional  Foods,  Inc. (the "Company")  issued a new unsecured
convertible  note for  $2,685,104.17  (the  "Note" or  "Loan") to  Frederick  A.
DeLuca, a greater than 10% shareholder.  The proceeds from the Note were used to
repay or refinance $2,400,000 in unsecured promissory notes that matured on June
15, 2006 (including one such note in the principal amount of $1,200,000 owned by
Mr.  DeLuca) and a $285,104.17  registration  rights penalty owed to Mr. DeLuca.
The Note accrues interest at 12.5% per annum. No interest or principal  payments
are required  under the Note until its maturity in fifteen months on October 19,
2007.  Principal,  together with any accrued and unpaid interest, on the Note is
convertible  at any time prior to payment  into shares of the  Company's  common
stock at a conversion price of $0.35 per share. As additional  consideration for
making the Loan,  the Company  issued Mr.  DeLuca a warrant (the  "Warrant")  to
purchase up to 200,000 shares of the Company's common stock at an exercise price
equal to $0.35 per share. The Warrant is fully vested and can be exercised on or
before the expiration date of July 19, 2009.

On July 25, 2006,  the Company  issued a press  release  announcing  the matters
discussed  above. The full text of the press release is attached as Exhibit 99.1
to this report.

                                       1
Section 3. Securities and Trading Market

Item 3.02 Unregistered Sales of Equity Securities.

As described in Item 2.03 above, principal, together with any accrued and unpaid
interest, on the Note is convertible at any time prior to payment into shares of
the  Company's  common  stock  at a  conversion  price of $0.35  per  share.  In
consideration  for the Loan described  above,  the Company  issued  Frederick A.
DeLuca a Warrant  dated July 19, 2006 to  purchase  up to 200,000  shares of the
Company's  common  stock at an  exercise  price  equal to $0.35 per  share.  The
Warrant is fully vested and can be exercised on or before the expiration date of
July 19, 2009. The Company relied on exemptions  from  registration  provided by
Section  4(2) of the  Securities  Act of  1933,  as  amended  and  Regulation  D
promulgated under such Act in issuing the Note and Warrant.

As a result of the acquisition of the Note and Warrant, Mr. DeLuca's "beneficial
ownership" in the Company will increase from  approximately 23% to approximately
48% within the meaning of the  Securities  Exchange  Act of 1934  (which,  among
other things,  assumes Mr. DeLuca's conversion of the entire amount of principal
and a portion of the interest on the Note for an  aggregate of 8,171,726  shares
and the  exercise of all of his  currently  outstanding  warrants  into  500,000
shares).

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

4.26        Convertible Note dated July 19, 2006

4.27        Warrant dated July 19, 2006

10.31       Note  Purchase   Agreement   dated  July  19,  2006  between  Galaxy
            Nutritional Foods, Inc. and Frederick A. DeLuca

99.1        Press  Release  regarding the  refinancing  issued by the Company on
            July 25, 2006.

                                       2
SIGNATURES

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.

Dated: July 25, 2006                    Galaxy Nutritional Foods, Inc.

                                        By: /s/ Salvatore J. Furnari
                                            ------------------------------------
                                            Salvatore J. Furnari
                                            Chief Financial Officer

                                       3