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<SEC-DOCUMENT>0001275287-07-001183.txt : 20070307
<SEC-HEADER>0001275287-07-001183.hdr.sgml : 20070307
<ACCEPTANCE-DATETIME>20070307143214
ACCESSION NUMBER:		0001275287-07-001183
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070307
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070307
DATE AS OF CHANGE:		20070307

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:		07677550

	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>mf9249.txt
<DESCRIPTION>FORM 8-K
<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) March 7, 2007

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

            Delaware                   000-23016               13-3714405
- ---------------------------------     ------------            -------------
  (State or other jurisdiction        (Commission             (IRS Employer
of incorporation or organization)     File Number)             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 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 March 7, 2007, Medifast, Inc. ("Medifast") issued a press release
setting forth Medifast's full-year 2007 revenue and diluted earnings per share
guidance. A copy of Medifast's press release is attached hereto as Exhibit 99.1
and hereby incorporated by reference.

ITEM 9.01   EXHIBITS

Exhibits pursuant to Item 7.01

         99.1   Press release dated March 7, 2007, announcing 2007 revenue and
                diluted earnings per share guidance

                                        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.

                                                     MEDIFAST, INC.

Dated:  March 7, 2007
                                                     /s/ Michael S. McDevitt
                                                     ---------------------------
                                                     Michael S. McDevitt
                                                     Chief Executive Officer

                                        3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>mf9249ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

                    MEDIFAST ANNOUNCES 2007 EARNINGS GUIDANCE

                   REVENUES EXPECTED TO GROW 16 TO 20 PERCENT

     OWINGS MILLS, Md., March 7 /PRNewswire-FirstCall/ -- Medifast, Inc. (NYSE:
MED) announced today 2007 Earnings Guidance.

     2007 Financial Guidance:

     For 2007, the Company expects to report revenue of $85 to $88 million with
after-tax profit of $0.45 to $0.46 per diluted share. On a quarterly basis,
full-year 2007 guidance will be reviewed, reiterated or updated as necessary.

     2007 earnings guidance is based on an estimated advertising spend of $20
million. The first quarter spend is lower relative to the plan for the remainder
of the year. The company anticipates ramping up the advertising spend throughout
the remainder of the first quarter and throughout the year as the company
continues to improve and increase its new TV, print and web marketing campaigns
that are promoting brand awareness and new business in all channels of the
company. The company is pleased with its disciplined strategy towards
advertising and is satisfied with the month to month improvements it has made
thus far and will continue to make throughout the first quarter to improve
advertising effectiveness.

     "In 2007, we are excited to continue our growth trend by reaching new
customers through increased advertising, continued expansion of our Take Shape
for Life direct sales network, and serving the medical community with clinical
research and innovative home delivery options for patients. We are also excited
about the rollout of the Medifast Weight Control Centers as a franchise model
throughout the year. In addition, we will continue to maintain our current
customers in all channels longer by effectively remarketing to these individuals
and providing excellent customer support services. We are evolving the business
to provide multiple options for customers who choose Medifast. We are fully
committed to providing customers the best chance at long term success by
providing choices in how they are supported on our program. Medifast is a
comprehensive model that offers fantastic growth opportunities to multiple
target markets," said Michael S. McDevitt, Chief Executive Officer.

     Other:

     The Company expects to release audited full-year financial results on
Friday, March 16, 2007.

     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.

     About Medifast -- medifastdiet.com

     Medifast (NYSE: MED) is the leading easy-to-use, clinically proven
portion-controlled weight loss program. Medifast has been recommended by 15,000
physicians and used by over one million customers. It is committed to enriching
lives by providing innovative choices for lasting health. Medifast programs have
been proven effective through studies by major university teaching hospitals.
The company sells its products and programs via four unique distribution
channels: 1) the web and national call centers, 2) national network of
physicians, 3) medically supervised Medifast Weight Control Centers, and 4) Take
Shape For Life program. Medifast was founded in 1980 and is located in Owings
Mills, Maryland.

SOURCE  Medifast, Inc.
    -0-                             03/07/2007
    /CONTACT:  Media: Kerry O'Neill of Warschawski, +1-410-367-2700, or
Investor Relations: ir@medifastdiet.com, for Medifast, Inc./
    /Web site:  http://www.medifastdiet.com/
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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