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

                                  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 18, 2006

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

           Delaware                       1-15345                 25-1391475
------------------------------    ------------------------   -------------------
(State or other juristidiction    (Commission File Number)      (IRS Employer
      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>

Section 4. Matters Related to Accountants and Financial Statements.

Item 4.01 Changes in Registrant's Certifying Accountant.

On July 18, 2006, the Board of Directors of Galaxy  Nutritional Foods, Inc. (the
"Company") approved the dismissal of its independent  auditor,  BDO Seidman, LLP
("BDO  Seidman"),  the  principal  accountant  previously  engaged  to audit the
registrant's  financial statements for the fiscal years ended March 31, 2006 and
2005.  BDO  Seidman's  report on the financial  statements  for the fiscal years
ended March 31, 2006 and 2005 did not contain an adverse  opinion or  disclaimer
of opinion,  nor were they modified or qualified as to uncertainty,  audit scope
or  accounting  principles  with the  exception  of a  statement  regarding  the
uncertainty of the Company's ability to continue as a going concern.

In connection with the audits for the fiscal years ended March 31, 2006 and 2005
and through July 18, 2006, there have been no disagreements  with BDO Seidman on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction  of BDO Seidman  would have  caused them to make  reference
thereto in their report on the financial statements for such periods.

As previously  reported and as discussed  under Item 9A of the Company's  Annual
Report on Form 10-K for the year ended March 31, 2006, management identified the
following  material  weakness in the Company's  internal  control over financial
reporting:  The  CEO  and  CFO  considered  the  restatement  of  its  financial
statements  in October 2005 for the periods from March 31, 2001 through June 30,
2005 and concluded that such restatements were the result of a material weakness
relating  to  the  accounting  and  disclosure  for  complex  and   non-standard
stockholders'  equity  transactions.  To address the Company's material weakness
related  to  the  accounting   and  disclosure  for  complex  and   non-standard
stockholders'  equity  transactions,  the Company  enhanced its internal control
processes  in order to be able to  comprehensively  review  the  accounting  and
disclosure  implications of such  transactions on a timely basis. As part of the
enhancement, the Company subscribed to additional outside research materials and
will consult with additional outside consultants to confirm its understanding of
complex transactions, as necessary.

Except for the material weakness described above, there are no reportable events
under Item  304(a)(1)(v)  of SEC Regulation S-K that occurred  during the fiscal
years ended March 31, 2006 and 2006 and through  July 18,  2006.  An  authorized
officer of the Company has discussed the material weakness  described above with
BDO Seidman,  and the Company has authorized BDO Seidman to respond fully to the
inquiries of Cross, Fernandez & Riley, LLP ("CFR") concerning the subject matter
of the material weakness described above.

On July 18, 2006, the Board of Directors appointed CFR, an independent member of
the BDO Seidman Alliance network of firms, as the new independent  accountant to
audit  the  registrant's  financial  statements.  Certain  employees  of CFR had
previously  been  contracted by BDO Seidman to perform audit work on the Company
for the fiscal years ended March 31, 2006 and 2005. Approximately 55% and 75% of
the total hours spent by the auditors in carrying out the audit of the Company's
financial  statements  for the  fiscal  years  ended  March  31,  2006 and 2005,
respectively, were spent by CFR. All audit work conducted by CFR was reviewed by
BDO  Seidman.  Other  than  communications  in  connection  with the audit  work
performed  by CFR for these  periods and prior to July 18,  2006,  there were no
discussions  between the Company and CFR regarding the application of accounting
principles to specific  completed or contemplated  transactions,  or the type of
audit  opinion  that might be rendered on the  Company's  financial  statements.
Furthermore,  other  than  communications  in  connection  with the  audit  work
performed  by CFR,  no written or oral  advice was  provided  by CFR that was an
important  factor  considered  by the  Company in  reaching a decision as to any
accounting, auditing or financial reporting issue. Other than in connection with
the audit  work for the  fiscal  years  ended  March  31,  2006 and 2005 and the
material  weakness  described  above,  the  Company has not  consulted  with CFR
regarding any matter that was either the subject of a  disagreement  (as defined
in  paragraph  (a)(1)(iv)  of  Item  304  of  Regulation  S-K  and  the  related
instructions  to this item) or a  reportable  event (as  described  in paragraph
(a)(1)(v) of Item 304 of Regulation S-K).


                                       1
<PAGE>

The Company has  provided BDO Seidman and CFR with a copy of this report and has
requested  that each of BDO Seidman and CFR  provide a letter  addressed  to the
Securities and Exchange  Commission  stating whether or not they agree with such
disclosures.  The Company has received a copy of the  requested  letters and has
filed them as Exhibits 16.1 and 16.2 in this Form 8-K.

Section 5. Corporate Governance and Management.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

On July 20,  2006,  Joanne R.  Bethlahmy  resigned her position as a director of
Galaxy Nutritional Foods, Inc. (the "Company"). There have been no disagreements
between Ms.  Bethlahmy  and Company  management or other members of the Board of
Directors.

Section 9. Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

16.1        Letter from BDO  Seidman,  LLP to the SEC dated July 24, 2006 (filed
            herewith).

16.2        Letter from Cross,  Fernandez & Riley, LLP to the SEC dated July 24,
            2006 (filed herewith).


                                       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 24, 2006                    Galaxy Nutritional Foods, Inc.


                                        By: /s/ Salvatore J. Furnari
                                            ------------------------------------
                                            Salvatore J. Furnari
                                            Chief Financial 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): July 18, 2006

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

           Delaware                       1-15345                 25-1391475
------------------------------    ------------------------   -------------------
(State or other juristidiction    (Commission File Number)      (IRS Employer
      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))

--------------------------------------------------------------------------------
Section 4. Matters Related to Accountants and Financial Statements.

Item 4.01 Changes in Registrant's Certifying Accountant.

On July 18, 2006, the Board of Directors of Galaxy  Nutritional Foods, Inc. (the
"Company") approved the dismissal of its independent  auditor,  BDO Seidman, LLP
("BDO  Seidman"),  the  principal  accountant  previously  engaged  to audit the
registrant's  financial statements for the fiscal years ended March 31, 2006 and
2005.  BDO  Seidman's  report on the financial  statements  for the fiscal years
ended March 31, 2006 and 2005 did not contain an adverse  opinion or  disclaimer
of opinion,  nor were they modified or qualified as to uncertainty,  audit scope
or  accounting  principles  with the  exception  of a  statement  regarding  the
uncertainty of the Company's ability to continue as a going concern.

In connection with the audits for the fiscal years ended March 31, 2006 and 2005
and through July 18, 2006, there have been no disagreements  with BDO Seidman on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction  of BDO Seidman  would have  caused them to make  reference
thereto in their report on the financial statements for such periods.

As previously  reported and as discussed  under Item 9A of the Company's  Annual
Report on Form 10-K for the year ended March 31, 2006, management identified the
following  material  weakness in the Company's  internal  control over financial
reporting:  The  CEO  and  CFO  considered  the  restatement  of  its  financial
statements  in October 2005 for the periods from March 31, 2001 through June 30,
2005 and concluded that such restatements were the result of a material weakness
relating  to  the  accounting  and  disclosure  for  complex  and   non-standard
stockholders'  equity  transactions.  To address the Company's material weakness
related  to  the  accounting   and  disclosure  for  complex  and   non-standard
stockholders'  equity  transactions,  the Company  enhanced its internal control
processes  in order to be able to  comprehensively  review  the  accounting  and
disclosure  implications of such  transactions on a timely basis. As part of the
enhancement, the Company subscribed to additional outside research materials and
will consult with additional outside consultants to confirm its understanding of
complex transactions, as necessary.

Except for the material weakness described above, there are no reportable events
under Item  304(a)(1)(v)  of SEC Regulation S-K that occurred  during the fiscal
years ended March 31, 2006 and 2006 and through  July 18,  2006.  An  authorized
officer of the Company has discussed the material weakness  described above with
BDO Seidman,  and the Company has authorized BDO Seidman to respond fully to the
inquiries of Cross, Fernandez & Riley, LLP ("CFR") concerning the subject matter
of the material weakness described above.

On July 18, 2006, the Board of Directors appointed CFR, an independent member of
the BDO Seidman Alliance network of firms, as the new independent  accountant to
audit  the  registrant's  financial  statements.  Certain  employees  of CFR had
previously  been  contracted by BDO Seidman to perform audit work on the Company
for the fiscal years ended March 31, 2006 and 2005. Approximately 55% and 75% of
the total hours spent by the auditors in carrying out the audit of the Company's
financial  statements  for the  fiscal  years  ended  March  31,  2006 and 2005,
respectively, were spent by CFR. All audit work conducted by CFR was reviewed by
BDO  Seidman.  Other  than  communications  in  connection  with the audit  work
performed  by CFR for these  periods and prior to July 18,  2006,  there were no
discussions  between the Company and CFR regarding the application of accounting
principles to specific  completed or contemplated  transactions,  or the type of
audit  opinion  that might be rendered on the  Company's  financial  statements.
Furthermore,  other  than  communications  in  connection  with the  audit  work
performed  by CFR,  no written or oral  advice was  provided  by CFR that was an
important  factor  considered  by the  Company in  reaching a decision as to any
accounting, auditing or financial reporting issue. Other than in connection with
the audit  work for the  fiscal  years  ended  March  31,  2006 and 2005 and the
material  weakness  described  above,  the  Company has not  consulted  with CFR
regarding any matter that was either the subject of a  disagreement  (as defined
in  paragraph  (a)(1)(iv)  of  Item  304  of  Regulation  S-K  and  the  related
instructions  to this item) or a  reportable  event (as  described  in paragraph
(a)(1)(v) of Item 304 of Regulation S-K).

                                       1
The Company has  provided BDO Seidman and CFR with a copy of this report and has
requested  that each of BDO Seidman and CFR  provide a letter  addressed  to the
Securities and Exchange  Commission  stating whether or not they agree with such
disclosures.  The Company has received a copy of the  requested  letters and has
filed them as Exhibits 16.1 and 16.2 in this Form 8-K.

Section 5. Corporate Governance and Management.

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

On July 20,  2006,  Joanne R.  Bethlahmy  resigned her position as a director of
Galaxy Nutritional Foods, Inc. (the "Company"). There have been no disagreements
between Ms.  Bethlahmy  and Company  management or other members of the Board of
Directors.

Section 9. Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

16.1        Letter from BDO  Seidman,  LLP to the SEC dated July 24, 2006 (filed
            herewith).

16.2        Letter from Cross,  Fernandez & Riley, LLP to the SEC dated July 24,
            2006 (filed herewith).

                                       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 24, 2006                    Galaxy Nutritional Foods, Inc.

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

                                       3