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<SEC-DOCUMENT>0001144204-06-001655.txt : 20060117
<SEC-HEADER>0001144204-06-001655.hdr.sgml : 20060116
<ACCEPTANCE-DATETIME>20060117161138
ACCESSION NUMBER:		0001144204-06-001655
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060117
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060117
DATE AS OF CHANGE:		20060117

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MEDIFAST INC
		CENTRAL INDEX KEY:			0000910329
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090]
		IRS NUMBER:				133714405
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31573
		FILM NUMBER:		06533169

	BUSINESS ADDRESS:	
		STREET 1:		11445 CRONHILL DRIVE
		CITY:			OWINGS MILLS
		STATE:			MD
		ZIP:			21117
		BUSINESS PHONE:		7327640619

	MAIL ADDRESS:	
		STREET 1:		11445 CRONHILL DRIVE
		CITY:			OWINGS MILLS
		STATE:			MD
		ZIP:			21117

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HEALTHRITE INC
		DATE OF NAME CHANGE:	19951120

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	XX
		DATE OF NAME CHANGE:	19950619

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	00
		DATE OF NAME CHANGE:	19950619
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v033345_8k.txt
<TEXT>

                                  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) January 17, 2006

                                 MEDIFAST, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                         000-23016               13-3714405
- ---------------------------------     ------------------------     -------------
  (State or other jurisdiction        (Commission File Number)     (IRS Employer
of incorporation or organization)                                   Ident. No.)

      11445 Cronhill Drive, Owing Mills, Maryland                      21117
      -------------------------------------------                    ----------
       (Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (410)-581-8042
                                                           --------------

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))

<PAGE>

Item 2.01 Completion of Acquisition or Disposition of Assets

      On January 17, 2006, Jason Enterprises, Inc., a wholly owned subsidiary of
Medifast, Inc. sold the assets of its Consumer Choice Systems division. Consumer
Choice Systems distributes products focused on women's well being to include
supplements for menopause relief and urinary tract infections. The sale includes
selected accounts receivable, inventory, and intangible assets. Consumer Choice
Systems was sold to a former Medifast, Inc. board member, Scott Zion. The sale
price was $1.8 million and will be recorded as a note receivable by Medifast,
Inc. over a 10-year term. The past revenue and profit of Consumer Choice Systems
was not material to total Medifast, Inc. revenue or profit.

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

      Medifast is pleased to announce that Michael S. McDevitt, President, will
also be the Chief Financial Officer of Medifast, Inc. Previously, Chairman of
the Board and Chief Executive Officer Bradley T. MacDonald held the title of
Chief Financial Officer. Prior to being promoted to President in March of last
year, Mr. McDevitt was the Vice President of Finance.

Item 7.01 Regulation FD Disclosure

      The following information is furnished under "Item 7.01. Regulation FD
Disclosure" and "Item 2.02. Disclosure of Results of Operations and Financial
Condition."

      On January 17, 2006 Medifast, Inc. ("Medifast") issued a press release
setting forth Medifast's revenue estimate for the year-ended December 31, 2005.
Also, the company released its projected sales and after-tax diluted earnings
per share forecast for 2006. A copy of Medifast's press release is attached
hereto as Exhibit 99.1 and hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits

      99.1 Press Release, dated January 17, 2006, issued by Medifast, Inc.

                                   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.

                                            MEDIFAST, INC.

Dated: January 17, 2006


                                            /s/ Bradley T. MacDonald
                                            ------------------------
                                            Bradley T. MacDonald
                                            Chairman and Chief Executive Officer


                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v033345_ex99-1.txt
<TEXT>

      Medifast Announces 2005 Full-Year Revenue and 2006 Earnings Guidance

                   2005 Revenue Increases 47% from Prior Year

OWINGS MILLS, Md., JAN 17 /PRNewswire-FirstCall/ -- Medifast, Inc. (Amex: MED)
announced today unaudited 2005 year-end revenue for the period ended December
31, 2005 and earnings guidance for 2006. The Company expects to report full-year
2005 revenue of $40 million, an increase of 47% versus fiscal year 2004 revenue
of $27.3 million.

The Company expects to release audited fourth quarter financial results on
Thursday, March 16, 2006.

2006 Financial Guidance:

For 2006, the Company expects to report revenue of $48 to $50 million with
after-tax profit of $0.22 to $0.24 per diluted share. On a quarterly basis,
full-year 2006 guidance will be reviewed, reiterated or updated as necessary.

"We are excited about our 2005 year-end results which were driven by reaching
new customers through increased advertising and continued expansion of our Take
Shape for Life direct sales network. Medifast's heritage of providing clinically
proven, convenient weight management programs and dynamic programs of support
continue to resonate with customers year after year. In 2006, we will continue
to improve by not only expanding our efforts to acquire new business, but by
maintaining current customers longer through effective remarketing campaigns and
by providing excellent products, programs, and support services." Said Michael
S. McDevitt, President


This release contains forward-looking statements, which may involve known and
unknown risks, uncertainties and other factors that may cause Medifast's actual
results and performance in future periods to be materially different from any
future results or performance suggested by these statements. Medifast cautions
investors not to place undue reliance on forward-looking statements, which speak
only to management's expectation on this date.

Contact: Investor Relations at (410) 504-8196 or ir@medifastdiet.com
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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