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): May 8, 2003
                                                  -----------

                               PENNEXX FOODS, INC.
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               (Exact Name of Registrant as Specified in Charter)

  Pennsylvania                        000-31148                  23-3008972
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(State or Other                    (Commission File            (IRS Employer
Jurisdiction of Incorporation)         Number)               Identification No.)

         5501 Tabor Avenue
    Philadelphia, Pennsylvania                       19120
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       (Address of Principal                       (Zip Code)
       Executive Offices)


                                 (215) 743-4331
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              (Registrant's Telephone Number, Including Area Code)



                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)






Item 7.    Financial Statements and Exhibits:

         (c) Exhibits:

         Exhibit No.                Description:

         99.1                       Press Release, dated May 8, 2003.



Item 9. Regulation FD Disclosure (Information provided under Item 12. Disclosure
of Results of Operations and Financial Condition)

         This information  furnished under "Item 9. Regulation FD Disclosure" is
provided  under "Item 12.  Results of  Operations  and  Financial  Condition" in
accordance with SEC Release No. 33-8216.

         On May 8, 2003,  Pennexx Foods, Inc. issued a press release  announcing
financial  results for the first quarter of fiscal year 2003 and announcing that
its lender had sent the Company a notice of default under its Credit  Agreement.
A copy of the press release is attached as Exhibit 99.1.

         The  information  in this  Current  Report on Form 8-K and the  Exhibit
attached  hereto  shall not be deemed  "filed" for purposes of Section 18 of the
Securities  Exchange Act of 1934, or otherwise  subject to liability  under such
Section,  nor shall it be deemed  incorporated  by reference in any filing under
the Securities  Act of 1933,  except as shall be expressly set forth by specific
reference in any such filing.






                                   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.


                                         PENNEXX FOODS, INC.
                                             (Registrant)


                                         By: /s/ Michael D. Queen
Date: May 8, 2003                        Michael D. Queen, President








                                INDEX TO EXHIBITS

Exhibit
Number               Description

99.1              Press Release, dated May 8, 2003