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) JUNE 1, 2005

                         NUTRITIONAL SOURCING CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              Delaware                 33-63372           65-0415593
   ------------------------------  ---------------  ----------------------
    (State or other jurisdiction    (Commission        (I.R.S. employer
         of incorporation)           File Number)     identification no.)


           1300 N.W. 22nd Street
           Pompano Beach, Florida                     33069
  ----------------------------------------    -----------------------
  (Address of principal executive offices)         (Zip code)

     Registrant's telephone number, including area code: (954) 977-2500
                                                         ---------------

     Registrant's worldwide web address: www.pueblo.net

     Registrant's 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:

[ ] 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))











ITEM 7.01 REGULATION FD DISCLOSURE

      On May 17, 2005, Nutritional Sourcing Corporation, announced the
commencement of a new tender offer (the "Invitation") for its outstanding
10.125% Senior Secured Notes due 2009. This 8-K filing contains an update to
the "Capitalization" and "Certain Recent Events" sections (pages 12, 13 and 14)
of the Invitation.


ITEM 9 EXHIBITS

                  (c)      Exhibit.      Document Description

20.1          Nutritional Sourcing Corporation
              update to the "Capitalization" and
              "Certain Recent Events" sections
              (pages 12, 13 and 14) of the
              Invitation dated May 17, 2005.


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.

                                 Nutritional Sourcing Corporation
June 1, 2005                     By: /s/ Daniel J. O'Leary
                                 ---------------------------
                                 Daniel J. O'Leary
                                 Executive Vice President
                                 and Chief Financial Officer
 2

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