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): December 8, 2005


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


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


                  2441 Viscount Row                               32809
                   Orlando, Florida                             (Zip Code)
     (Address of principal executive offices)


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


         (Former name or former address, if changed since last report.)

      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>

Section 2 - Financial Information.

Item 2.01   Completion of Acquisition or Disposition of Assets.

On June 30, 2005, Galaxy  Nutritional Foods, Inc. (the "Company") entered into a
definitive   agreement  (the  "Asset  Purchase   Agreement")  for  the  sale  of
substantially  all of our  manufacturing  and production  equipment to Schreiber
Foods, Inc., a Wisconsin corporation ("Schreiber"), for $8.7 million in cash.

Schreiber  is a privately  held cheese  manufacturing  company with annual sales
exceeding  $2 billion.  Schreiber's  main  business  is  contract  manufacturing
cheese,  cheese  alternative  and  other  dairy  products  for  many  well-known
companies and brands.

In connection with the Asset Purchase  Agreement,  we also entered into a Supply
Agreement with Schreiber (the "Supply  Agreement") on June 30, 2005. Pursuant to
the  Supply  Agreement,  Schreiber  has  become  our sole  source  of  supply of
substantially   all  of  our  products  and  we  purchase  our  requirements  of
substantially all of our products exclusively from Schreiber. As of November 14,
2005,  Schreiber began to deliver such products  directly to our customers.  The
prices for such products are based on cost conversions determined by the parties
from time to time. Other material terms of the Supply Agreement are as follows:

      o     The  initial  term of the Supply  Agreement  is for a period of five
            years from the effective  date of September 1, 2005 and is renewable
            at our  option for up to two  additional  five-year  periods  (for a
            total term of up to fifteen  years).  Since October 2005,  Schreiber
            has begun to purchase our remaining raw materials,  ingredients  and
            packaging  at our cost.  If we do not  exercise  our first option to
            extend  the  term,  then  we  will  be  obligated  to pay  Schreiber
            $1,500,000.  If we have  exercised  the first  option to extend  the
            term,  but we do not exercise our second  option to extend the term,
            then we will be obligated to pay Schreiber $750,000.

      o     The Supply Agreement  provides for a contingent  short-fall  payment
            obligation by our Company if a specified production level is not met
            during the  one-year  period  from  September  1, 2006 to August 31,
            2007.  If a  contingent  short-fall  payment is  accrued  after such
            one-year period, it may be reduced by the amount by which production
            levels in the one-year  period from  September 1, 2007 to August 31,
            2008 exceeds the specified target level of production, if any.

On  December  8,  2005,  we  completed  the  sale  of  substantially  all of our
manufacturing and production  equipment to Schreiber.  This sale was approved by
our  shareholders  at a Special Meeting held on December 5, 2005. The $8,700,000
in proceeds  were used to pay  $1,319,582.70  to the Orange County Tax Collector
for  tangible  personal  property  taxes due  primarily  on the sold  assets and
$7,374,298.98  to Beltway  Capital  Partners LLC  (successor  by  assignment  of
Wachovia  Bank,  N.A.)  for the  termination  of our term  loan.  The  remaining
proceeds  balance of $6,118.32 was paid to reduce our asset-based line of credit
from Textron Financial Corporation.

The unaudited pro forma condensed financial information attached as Exhibit 99.1
to this  report  illustrates  the  effects of this sale and the use of  proceeds
therefrom on the Company's historical financial condition and operating results.

On December 9, 2005, we issued a press release  announcing the matters discussed
above.  The full text of the press  release is attached as Exhibit  99.2 to this
report.


                                       2
<PAGE>

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

      99.1  Unaudited  Pro  Forma   Condensed   Financial   Information   (Filed
            herewith).

      99.2  Press Release  regarding  sale of assets to issued by the Company on
            December 9, 2005 (Filed herewith).


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 thereunto duly authorized.

                                        GALAXY NUTRITIONAL FOODS, INC.


December 14, 2005                       By:    /s/ Michael E. Broll
                                               ---------------------------------

                                        Name:  Michael E. Broll
                                               ---------------------------------

                                        Title: Chief Executive Officer
                                               ---------------------------------


                                       3
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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): December 8, 2005

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

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

                  2441 Viscount Row                               32809
                   Orlando, Florida                             (Zip Code)
     (Address of principal executive offices)

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

         (Former name or former address, if changed since last report.)

      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))
Section 2 - Financial Information.

Item 2.01   Completion of Acquisition or Disposition of Assets.

On June 30, 2005, Galaxy  Nutritional Foods, Inc. (the "Company") entered into a
definitive   agreement  (the  "Asset  Purchase   Agreement")  for  the  sale  of
substantially  all of our  manufacturing  and production  equipment to Schreiber
Foods, Inc., a Wisconsin corporation ("Schreiber"), for $8.7 million in cash.

Schreiber  is a privately  held cheese  manufacturing  company with annual sales
exceeding  $2 billion.  Schreiber's  main  business  is  contract  manufacturing
cheese,  cheese  alternative  and  other  dairy  products  for  many  well-known
companies and brands.

In connection with the Asset Purchase  Agreement,  we also entered into a Supply
Agreement with Schreiber (the "Supply  Agreement") on June 30, 2005. Pursuant to
the  Supply  Agreement,  Schreiber  has  become  our sole  source  of  supply of
substantially   all  of  our  products  and  we  purchase  our  requirements  of
substantially all of our products exclusively from Schreiber. As of November 14,
2005,  Schreiber began to deliver such products  directly to our customers.  The
prices for such products are based on cost conversions determined by the parties
from time to time. Other material terms of the Supply Agreement are as follows:

      o     The  initial  term of the Supply  Agreement  is for a period of five
            years from the effective  date of September 1, 2005 and is renewable
            at our  option for up to two  additional  five-year  periods  (for a
            total term of up to fifteen  years).  Since October 2005,  Schreiber
            has begun to purchase our remaining raw materials,  ingredients  and
            packaging  at our cost.  If we do not  exercise  our first option to
            extend  the  term,  then  we  will  be  obligated  to pay  Schreiber
            $1,500,000.  If we have  exercised  the first  option to extend  the
            term,  but we do not exercise our second  option to extend the term,
            then we will be obligated to pay Schreiber $750,000.

      o     The Supply Agreement  provides for a contingent  short-fall  payment
            obligation by our Company if a specified production level is not met
            during the  one-year  period  from  September  1, 2006 to August 31,
            2007.  If a  contingent  short-fall  payment is  accrued  after such
            one-year period, it may be reduced by the amount by which production
            levels in the one-year  period from  September 1, 2007 to August 31,
            2008 exceeds the specified target level of production, if any.

On  December  8,  2005,  we  completed  the  sale  of  substantially  all of our
manufacturing and production  equipment to Schreiber.  This sale was approved by
our  shareholders  at a Special Meeting held on December 5, 2005. The $8,700,000
in proceeds  were used to pay  $1,319,582.70  to the Orange County Tax Collector
for  tangible  personal  property  taxes due  primarily  on the sold  assets and
$7,374,298.98  to Beltway  Capital  Partners LLC  (successor  by  assignment  of
Wachovia  Bank,  N.A.)  for the  termination  of our term  loan.  The  remaining
proceeds  balance of $6,118.32 was paid to reduce our asset-based line of credit
from Textron Financial Corporation.

The unaudited pro forma condensed financial information attached as Exhibit 99.1
to this  report  illustrates  the  effects of this sale and the use of  proceeds
therefrom on the Company's historical financial condition and operating results.

On December 9, 2005, we issued a press release  announcing the matters discussed
above.  The full text of the press  release is attached as Exhibit  99.2 to this
report.

                                       2
Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits

      99.1  Unaudited  Pro  Forma   Condensed   Financial   Information   (Filed
            herewith).

      99.2  Press Release  regarding  sale of assets to issued by the Company on
            December 9, 2005 (Filed herewith).

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 thereunto duly authorized.

                                        GALAXY NUTRITIONAL FOODS, INC.

December 14, 2005                       By:    /s/ Michael E. Broll
                                               ---------------------------------

                                        Name:  Michael E. Broll
                                               ---------------------------------

                                        Title: Chief Executive Officer
                                               ---------------------------------

                                       3