CERTIFICATION PURSUANT TO RULE 13-A-14 AND 15D-14 OF

THE SECURITIES AND EXCHANGE ACT OF 1934

I, Bradley T. MacDonald, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Medifast, Inc.

2.    Based in my  knowledge,  the annual  report  does not  contain  any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      the annual report.

3.    Based on my  knowledge,  the  financial  statements  and  other  financial
      information included in the annual report,  fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the  registrant  as of, and for,  the  periods  presented  in this  annual
      report:

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in the Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
      and have:

      a.    Designed  such  discloser  controls  and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those entities,  particularly during the period in which this annual
            report is being prepared.

      b.    Evaluated the effectiveness the registrant's  discloser controls and
            procedures  as of a date  within 90 days prior to the filing date of
            this annual report (the "Evaluation Date"); and

      c.    Presented  in  this  annual   report  our   conclusions   about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the evaluation date.

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of  registrant's  board of directors (or persons  performing the
      equivalent functions):

      a.    All significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b.    Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The  registrant's  other  certifying  officers and I have indicated in the
      this annual  report  whether  there were  significant  changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Dated: March 14, 2005

                                                     /s/ BRADLEY T. MACDONALD
                                                     -------------------------
                                                     Bradley T. MacDonald
                                                     Chairman, CEO & CFO