UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2005                 Commission File No. 0-23016

                                 Medifast, Inc.
              (Exact name of small business issuer in its charter)

           Delaware                                   13-3714405
--------------------------------               -------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)


   11445 Cronhill Drive, Owings Mills, MD                         21117
---------------------------------------------              -------------------
      (Address of principal offices)                            (Zip Code)

Registrant's telephone number, including Area Code:             (410) 581-8042
                                                        ----------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

Number of shares outstanding of Registrant's Common Stock, as of June 30, 2005:
12,173,456 shares


<PAGE>


                                      Index


Part I
Financial Information:

          Condensed Consolidated Balance Sheets -
              June 30, 2005 (unaudited) and December 31, 2004................  3

          Condensed Consolidated Statements of Income -
              Three and Six Months Ended June 30, 2005 and 2004 (unaudited)..  4

          Condensed Consolidated Statements of Cash Flows -
              Six Months Ended June 30, 2005 and 2004 (unaudited)............  5

          Notes to Condensed Consolidated Financial Statements...............  6

          Management Discussion and Analysis of Financial Condition
              and Results of Operations...................................... 10


Part II

          Signature Page..................................................... 13





          Index to Exhibits.................................................. 14


              31.1
              31.2
              32.1

                                       2
<PAGE>

                         MEDIFAST, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      June 30, 2005  December 31, 2004
                                                                                       (Unaudited)      (Audited)
                                                                                       ------------    ------------
<S>                                                                                    <C>             <C>
ASSETS
Current assets:
    Cash                                                                               $  1,229,000    $    612,000
    Accounts receivable-net of allowance for doubtful accounts of $55,000                 1,137,000       1,063,000
    Inventory                                                                             4,490,000       4,251,000
    Investment securities                                                                 3,050,000       2,626,000
    Deferred compensation                                                                   486,000         321,000
    Prepaid expenses and other current assets                                             1,480,000       1,079,000
    Deferred tax asset                                                                       24,000          19,000
                                                                                       ------------    ------------
         Total Current Assets                                                            11,896,000       9,971,000

Property, plant and equipment - net                                                       8,893,000       8,698,000
Trademarks and intangibles, net                                                           6,733,000       7,138,000
Deferred tax asset, net of current position                                                 158,000          91,000
Other assets                                                                                 59,000          70,000
                                                                                       ------------    ------------

         TOTAL ASSETS                                                                  $ 27,739,000    $ 25,968,000
                                                                                       ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                                              $  1,382,000    $    940,000
    Income taxes payable                                                                    221,000         674,000
    Dividends payable                                                                        65,000          65,000
    Line of credit                                                                          651,000         369,000
    Current maturities of long-term debt                                                    586,000         458,000
                                                                                       ------------    ------------
         Total current liabilities                                                        2,905,000       2,506,000

    Long-term debt, net of current portion                                                4,232,000       4,256,000
                                                                                       ------------    ------------
         Total Liabilities                                                                7,137,000       6,762,000
                                                                                       ------------    ------------

Stockholders' Equity:

Series B Convertible Preferred Stock; par value $1.00;
    600,000 shares authorized; -0- and 300,614 shares issued and outstanding                     --         301,000
Series C Convertible Preferred Stock; stated value $1.00;
    1,015,000 shares authorized; 200,000 shares issued and outstanding, respectively        200,000         200,000
Common stock; par value $.001 per share; 15,000,000 authorized;
    12,174,345 and 11,001,070 shares issued and outstanding respectively                     12,000          11,000
Additional paid-in capital                                                               21,229,000      20,556,000
Accumulated comprehensive loss                                                                4,000         (39,000)
Accumulated deficit                                                                        (307,000)     (1,287,000)
                                                                                       ------------    ------------
                                                                                         21,138,000      19,742,000
Less cost of common stock treasury; 88,500 and 83,863
    shares, respectively                                                                   (536,000)       (536,000)
                                                                                       ------------    ------------
Total Stockholders' Equity                                                               20,602,000      19,206,000
                                                                                       ------------    ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                                               $ 27,739,000    $ 25,968,000
                                                                                       ============    ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>

                         MEDIFAST, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                  Six Months Ended June 30,       Three Months Ended June 30,
                                                     2005            2004           2005             2004
                                                  (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)
                                                 ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>              <C>
Revenue                                            18,881,000      14,174,000      10,555,000       7,357,000
Cost of sales                                       4,696,000       3,296,000       2,623,000       1,946,000
                                                 ------------    ------------    ------------    ------------
Gross Profit                                       14,185,000      10,878,000       7,932,000       5,411,000
Selling, general, and administration               12,119,000       8,977,000       6,778,000       4,429,000
                                                 ------------    ------------    ------------    ------------

Income from operations                              2,066,000       1,901,000       1,154,000         982,000

Other income/(expense)
     Interest expense                                (148,000)        (75,000)        (83,000)        (52,000)
     Interest income                                   97,000          69,000
     Other income (expense)                             3,000          (7,000)         24,000          (5,000)
                                                 ------------    ------------    ------------    ------------

Income before provision for income taxes            2,018,000       1,819,000       1,164,000         925,000
Provision for income tax benefit (expense)           (758,000)       (498,000)       (411,000)       (251,000)
                                                 ------------    ------------    ------------    ------------

Net income                                          1,260,000       1,321,000         753,000         674,000

Less:  Stock dividend on preferred stock                   --          18,000              --          18,000
                                                 ------------    ------------    ------------    ------------

Net income attributable to common shareholders      1,260,000    $  1,303,000         753,000    $    656,000
                                                 ============    ============    ============    ============

Basic earnings per share                         $       0.10    $       0.12    $       0.06    $       0.06
Diluted earnings per share                       $       0.10    $       0.11    $       0.06    $       0.06

Weighted average shares outstanding -
     Basic                                         12,173,456      10,670,706      12,173,456      10,731,021
     Diluted                                       12,858,777      12,014,833      12,994,764      12,176,819
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                         MEDIFAST, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Six Months Ended June 30,
                                                                                 2005            2004
                                                                             (Unaudited)     (Unaudited)
<S>                                                                         <C>             <C>
    Cash flows from operating activities:
       Net income                                                           $  1,260,000    $  1,321,000
       Adjustments to reconcile net income to net cash
            provided by (used in) operating activities from
            continuing operations:
            Depreciation and amortization                                        907,000         541,000
            Realized loss on investment securities                                22,000
            Common stock issued for services                                     103,000          47,000
            Net change in other comprehensive income (loss)                       43,000         (63,000)
            Deferred income taxes                                                (72,000)        499,000
            Provision for bad debts                                               13,000

    Changes in assets and liabilities:
            (Increase) in accounts receivable                                    (87,000)       (417,000)
            (Increase) in inventory                                             (239,000)     (1,239,000)
            (Increase) in prepaid expenses & other current assets               (401,000)     (2,233,000)
            decrease in other assets                                              11,000         303,000
            (Increase) in deferred compensation                                 (165,000)       (129,000)
             Increase (decrease) in accounts payable and accrued expenses        443,000        (540,000)
            (Decrease) in income taxes payable                                  (453,000)             --
                                                                            ------------    ------------
                  Net cash provided by (used in) operating activities       $  1,385,000      (1,910,000)
                                                                            ------------    ------------

    Cash Flow from Investing Activities:
      (Purchase) Sale of investment securities, net                             (447,000)        943,000
       Purchase of equipment/leasehold/improvements                             (644,000)       (644,000)
       Purchase of intangible assets                                             (52,000)       (631,000)
                                                                            ------------    ------------
                  Net cash (used in) investing activities                     (1,143,000)       (332,000)
                                                                            ------------    ------------

    Cash Flow from Financing Activities:
       Increase (decrease) in credit line, net                                   651,000         (55,000)
       Issuance of common stock, options and warrants                              1,000           6,000
       Proceeds from long-term debt                                                   --         475,000
       Principal repayments of long-term debt                                   (266,000)       (301,000)
       Dividends paid on preferred stock                                         (11,000)        (11,000)
                                                                            ------------    ------------
                  Net cash provided by financing activities                      375,000         114,000
                                                                            ------------    ------------

    NET INCREASE (DECREASE)  IN CASH AND
        CASH EQUIVALENTS                                                         617,000      (2,128,000)

    Cash and cash equivalents - beginning of the period                          612,000       2,524,000
                                                                            ------------    ------------

    Cash and cash equivalents - end of period                               $  1,229,000    $    396,000
                                                                            ============    ============

    Supplemental disclosure of cash flow information:
       Interest paid                                                        $    148,000    $     48,000
                                                                            ============    ============
       Income taxes                                                         $  1,311,000    $         --
                                                                            ============    ============

    Supplemental disclosure of non cash activity:
      Conversion of preferred stock B and C to common stock                 $    300,000    $    170,000
                                                                            ============    ============
      Common stock for services                                             $    103,000    $     47,000
                                                                            ============    ============
      Conversion of debt to equity                                          $         --    $     28,000
                                                                            ============    ============
      Preferred B and C stock dividends converted to common stock           $    269,000    $      7,000
                                                                            ============    ============
    Line of credit converted to long-term debt                              $    369,000    $         --
                                                                            ============    ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

              Notes to Condensed Consolidated Financial Statements
General

      1. Basis of Presentation

The condensed consolidated financial statements have been prepared by Medifast,
Inc. (the Company), and are unaudited, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and accounting
policies and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to such rules and
regulations. Although the management of the Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading, these condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 2004. The preparation of the condensed consolidated financial
statements requires management to make estimates and assumptions. These
estimates and assumptions affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date the condensed
consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the entire year.


      2. Presentation of Financial Statements

The Company's condensed consolidated financial statements include the accounts
of Medifast, Inc. and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

      3. Inventories

Inventories consist principally of finished packaged foods, packaging and raw
materials held in either the Company's manufacturing facility or distribution
warehouse. Inventories are valued at the lower of cost or market using the
first-in, first-out (FIFO) method.

      4. Goodwill and Other Intangible Assets

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
No. 142 "Goodwill and Other Intangible Assets". This statement addresses
financial accounting and reporting for acquired goodwill and other intangible
assets and supercedes APB Opinion No. 17, "Intangible Assets". It addresses how
intangible assets that are acquired individually or with a group of other assets
(but not those acquired in a business combination) should be accounted for in
financial statements upon their acquisition. This Statement also addresses how
goodwill and other intangible assets should be accounted for after they have
been initially recognized in the financial statements. The Company, in its
acquisitions, recognized $893,850 of goodwill. The Company performs its annual
impairment test for goodwill at year-end. As of June 30, 2005, the Company has
determined that there is no impairment of its goodwill.

In addition, the Company has acquired other intangible assets, which include:
customer lists, non-compete agreements, trademarks and patents. The non-compete
agreements are being amortized over the legal life of the agreements ranging
between 3 to 7 years. The customer lists are being amortized over a period
ranging between 5 to 10 years based on management's best estimate of the


                                       6
<PAGE>

expected benefits to be consumed or otherwise used up. Trademarks and patents
are regularly reviewed to determine whether the facts and circumstances exist to
indicate that the useful life is shorter than originally estimated or the
carrying amount of the assets may not be recoverable. The Company assesses the
recoverability of its trademarks and patents by comparing the projected
discounted net cash flows associated with the related asset, over their
remaining lives, in comparison to their respective carrying amounts. Impairment,
if any, is based on the excess of the carrying amount over the fair value of
those assets.

<TABLE>
<CAPTION>
                               As of June 30, 2005             As of December 31, 2004
                         -------------------------------   -------------------------------

                         Gross Carrying     Accumulated    Gross Carrying    Accumulated
                             Amount        Amortization        Amount        Amortization
                         --------------   --------------   --------------   --------------
<S>                      <C>              <C>              <C>              <C>
Customer lists           $    4,356,000   $      660,000   $    4,355,000   $      394,000
Non-compete agreements          840,000          402,000          840,000          248,000
Trademarks and patents        1,754,000           48,000        1,703,000           12,000
Goodwill                        894,000               --          894,000
                         --------------   --------------   --------------   --------------

    Total                $    7,844,000   $    1,110,000   $    7,792,000   $      654,000
                         ==============   ==============   ==============   ==============
</TABLE>


Amortization expense for the six months ended June 30, 2005 and 2004 was as
follows:

<TABLE>
<CAPTION>
                                      2005         2004
                                   ----------   ----------
<S>                                <C>             <C>
Customer lists                     $  267,000      163,000
Non-compete agreements                171,000       92,000
Trademarks and patents                 18,000           --
                                   ----------   ----------

Total Trademarks and Intangibles   $  456,000   $  255,000
                                   ==========   ==========
</TABLE>

Amortization expense is included in selling, general and administrative
expenses.

         5.                Fixed Assets
Fixed assets are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets,
which are generally three to seven years. Leasehold improvements and equipment
under capital leases are amortized on a straight-line basis over the lesser of
the estimated useful life of the asset or the related lease terms. Expenditures
for repairs and maintenance are charged to expense as incurred, while major
renewals and improvements are capitalized.

         6.                Income Per Common Share

Basic income per share is calculated by dividing net income by the weighted
average number of outstanding common shares during the year. Basic income per
share excludes any dilutive effects of options, warrants and other stock-based
compensation.


                                       7
<PAGE>

         7.                Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those estimates.

         8.                Stock-Based Compensation
The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock Based Compensation" ("SFAS 123"). The provisions of SFAS
123 allow companies to either expense the estimated value of stock options or to
continue to follow the intrinsic value method set forth in Accounting Principles
Bulletin Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"),
but disclose the pro forma effects on net income (loss) had the fair value of
the options been expensed. The Company has elected to continue to apply APB 25
in accounting for its employee stock option incentive plans. Under APB 25, where
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation is
recognized.

If compensation expense for the Company's stock-based compensation plans had
been determined consistent with SFAS 123, the Company's net income per share
including pro forma results would have been the amounts indicated below:

<TABLE>
<CAPTION>
                                                             Three Months ended June, 30         Six months ended June 30,
                                                           --------------------------------    --------------------------------

                                                               2005              2004              2005              2004
                                                           --------------    --------------    --------------    --------------
<S>                                                        <C>               <C>               <C>               <C>
Net Income:
   As reported                                             $      753,000    $      674,000    $    1,260,000    $    1,321,000
       Total stock based director compensation
      Expense determined under fair value based
       method for all awards, net of related tax effects               (0)               (0)               (0)         (169,000)
                                                           --------------    --------------    --------------    --------------
   Pro forma                                               $      753,000    $      674,000    $     1,260.00    $    1,151,000
                                                           ==============    ==============    ==============    ==============

Net Income per share:
   As reported:
      Basic                                                $          .06    $          .06    $         0.10              0.12
      Diluted                                                         .06               .06              0.10              0.11
  Pro forma:
      Basic                                                           .06               .06              0.10              0.11
      Diluted                                                         .06               .06              0.10              0.10
</TABLE>

9.       Recent Accounting Pronouncements

         ShareBased Payments

         In December 2004, the FASB issued Financial Accounting Standards No.
         123 (revised 2004) (FAS 123R), "Share-Based Payment, " FAS 123R
         replaces FAS No. 123, "Accounting for Stock-Based Compenasation", and
         supersedes APB Opinion No. 25, "Accounting for Stock Issued to
         Employees." FAS 123R requires compensation expense, measured as the
         fair value at the grant date, related to share-based payment


                                       8
<PAGE>

         transactions to be recognized in the financial statements over the
         period that an employee provides service in exchange for the award. The
         Company intends to adopt FAS 123R using the "modified prospective"
         transition method as defined in FAS 123R. Under the modified
         prospective method, companies are required to 1) record compensation
         cost prospectively for the unvested portion, as of the date of
         adoption, of previously issued and outstanding awards over the
         remaining vesting period of such awards. FAS 123R is effective January
         1, 2006. The Company is evaluating the impact of FAS 123R on its'
         results and financial position.



         Inventory Costs

         In November 2004, the FASB issued Financial Accounting Standards No.
         151 (FAS 151), "Inventory Costs - an amendment of ARB No. 43, Chapter
         4". FAS 151 clarifies the accounting for abnormal amounts of idle
         facility expense, freight, handling costs and spoilage. In addition,
         FAS 151 requires companies to base the allocation of fixed production
         overhead to the costs of conversion on the normal capacity of
         production facilities. FAS 151 is effective for the Company in 2006.
         The Company does not expect FAS 151 to have a material impact on its
         results or financial statements.



        10.      Revenue Recognition

Revenue is recognized for product sales upon shipment and passing of risk to the
customer and when estimates of discounts, rebates, promotional adjustments,
price adjustments, returns, and other potential adjustments are reasonably
determinable, collection is reasonably assured and the Company has no further
performance obligations. These estimates are presented in the financial
statements as reductions to net revenues and accounts receivable. Estimated
sales returns, allowances and discounts are provided for.

Outbound shipping charges to customers and outbound shipping-related costs are
netted and included in "cost of sales."

Returns - Consistent with industry practice, the Company maintains a return
policy that allows its customers to return product within a specified period (30
days). Because the period of payment generally approximates the period revenue
was originally recognized, refunds are recorded as a reduction of revenue when
paid. The Company's estimate for returns is based upon its historical experience
with actual returns. While such experience has allowed for reasonable estimation
in the past, history may not always be an accurate indicator of future returns.
The Company continually monitors its estimates for returns and makes adjustments
when it believes that actual product returns may differ from the established
accruals.


                                       9
<PAGE>

                      Management Discussion and Analysis of
                  Financial Condition and Results of Operations

Except for the historical information contained herein, this Report on Form 10-Q
contains certain forward-looking statements that involve substantial risks and
uncertainties. When used in this Report, the words "anticipate," "believe,"
"estimate," "expect" and similar expressions, as they relate to Medifast, Inc.
or its management, are intended to identify such forward-looking statements. The
Company's actual results, performance or achievements could differ materially
from the results expressed in, or implied by, these forward-looking statements.
Accordingly, there is no assurance that the results in the forward-looking
statements will be achieved.

General


Six Months Ended June 30, 2005 and June 30, 2004

Revenues for the first six months of 2005 were $18,881,000, representing an
increase of $4,707,000 (33%) from the $14,174,000 reported for the six-month
period ending June 30, 2004. The growth in revenues were a result of an increase
in direct sales to consumers, which experienced consistent sales growth
throughout the first half of the year. This was attributable to a direct
marketing campaign via print, mail, web, and television to drive new customers
to the call center and website. In addition, the Company expanded its
remarketing campaign to increase current customer retention. The Take Shape for
Life division continued to experience sales growth due to the expansion of the
sales network as a result of additional training and recruitment initiatives.

Cost of sales for the first half of 2005 increased by $1.4 million (42%) from
2004. Gross profit for the first half of 2005 increased by $3,300,000 (30%).
Selling, general and administrative expenses for the first half of 2005 were
$12,119,000, which increased by $3,142,000 (35%) over the same period of 2004.
The increase in SG&A is due to operations associated with increased revenues, in
addition to expenses associated with maintaining eleven start-up retail
locations in the Hi-Energy division. The Company also increased its strategic
testing of television advertising, resulting in an increase in advertising
expense. Income from Operations was $2,066,000, an increase of $165,000 (9%),
due to increased sales volume in the first half of 2005 as compared to 2004.

The Company had fully diluted earnings per share of $0.10 in the first half of
2005, versus $0.11 in 2004, with a dilution increase of 844,000 shares,
primarily from the interest associated with the conversion of the Series "B"
preferred stock. The Company has increased shareholder equity to $20,602,000,
which is $2.2 million (12%) greater than the same period last year.


Three Months Ended June 30, 2005 and June 30, 2004

Second quarter revenues for 2005 of $10,555,000 increased by $3.2 million (43%)
from $7,357,000 for the three-month period ended June 30, 2004. Cost of sales
for the period was $2,623,000, an increase of $677,000 (35%) from $1,946,000
during the same period of 2004. Gross profits of $7,932,000 for the second
quarter of 2005 increased by $2.5 million (47%) from $5,411,000 in the second
quarter of 2004. During the quarter the Company experienced a profit from


                                       10
<PAGE>

operations of $1,154,000 compared to a profit of $982,000 for the second quarter
of 2004. The income before provision for income taxes for the second quarter of
2005 was $1,164,000 compared to $925,000 in the second quarter of 2004.

Seasonality

The Company's weight management products and programs have historically been
subject to seasonality. Traditionally the holiday season in November/December of
each year is considered poor for diet control products and services. January and
February generally show increases in sales, as these months are considered the
commencement of the "diet season." The Company will not experience the same
degree of seasonality in 2005. This is largely due to the increase in the
consumer's awareness of the overall health and nutritional benefits accompanied
with the use of the Company's product line. As consumers continue to increase
their association of nutritional weight loss programs with overall health,
seasonality will continue to decrease.

Liquidity and Capital Resources

The Company had stockholders' equity of $20,602,000 and working capital of
$8,991,000 on June 30, 2005 compared with $18,405,000 and $10,483,000 at June
30, 2004, respectively. The $2,197,000 net increase in stockholder's equity is
due to profits from operations. The $1,492,000 net decrease in working capital
is due to infrastructure improvements and a decrease in the deferred tax asset
as a result of profits.

Inflation

To date, inflation has not had a material effect on the Company's business.

                            Item 5. Other Information

Litigation:

On December 16, 2003 John Donavin, on behalf of the General Public, filed suit,
against Jason Pharmaceuticals, Inc. in the Superior Court of the State of
California, City and County of San Francisco. The suit alleges that Medifast
bars contain Vitamin D3 or Vitamin D in violation of Federal laws and
regulations, and asks for equitable relief and damages. The Company's general
council believes that the Company's formulation used in its "meal replacement"
bars for over 20 years has been and is in conformity with current and past FDA
regulations. The Company believes that the plaintiff's claim lacks merit and may
even be considered frivolous. The suit has been stayed upon appeal to the FDA to
clarify its regulations.

A former consultant continues to claim that he transferred his personal Medifast
stock to a third party organization in 2000, in an attempt to keep these assets
out of his bankrupt estate and therefore outside the jurisdiction of the
Bankruptcy Court. The Company contests, and will vigorously defend, all such
claims made by him. The Trustee in Bankruptcy for the former consultant's
bankruptcy estate has determined that he had no authority to transfer these
shares from his estate, and has concluded that the attempted transfer was
therefore invalid. The Trustee has demanded that he produce the shares, and
intends to file a petition with the Bankruptcy Court requesting that the Court
order him to do so. A decision is pending on whether these assets will be made a
part of the bankrupt estate and will be used to pay creditors.


                                       11
<PAGE>

Other:

On May 19, 2005, Medifast signed a License and Distribution Agreement with Game
Time, LLC and will launch a complete line of celebrity endorsed Take Shape
America Nutrition products for Sports Performance, Weight Management and Healthy
Living in early September. The line includes a high-protein sports performance
shake for men and women and a low fat, balanced nutrition and energy shake and
bar for weight management and healthy living. The September launch of the Take
ShapeTM America line will be supported by a regional based advertising campaign
to include television, radio, web and print advertisements. The business will
also be supported by a nutrition oriented website. The extensive site will offer
fitness challenges, recommended workouts and meal plans and will provide
nutrition advice through multiple channels.

On June 13, 2005, researchers from the Johns Hopkins School of Public Health
released the results of an 86-week diabetic weight loss study that found
participants using Medifast portion-controlled, meal replacement program lost
twice as much weight and were twice as likely to complete the study as
participants following a standard food diet based on the dietary guidelines of
the American Diabetes Association (ADA). Additionally, 24% of the Medifast users
decreased or eliminated their diabetes medication, compared to 0% on the
standard food diet.

On June 16, 2005 Medifast, Inc. entered into an agreement with DrugMax, Inc., a
specialty pharmacy and drug distribution provider, to open Hi-Energy Weight Loss
Centers within its Familymeds and Arrow Specialty Pharmacies.

Earnings Per Share: The Company follows the provisions of Statement of Financial
Accounting Standards No. 128,

"Earnings Per Share." The calculation of basic and diluted earnings per share
("EPS") is reflected on the accompanying Consolidated Statement of Operations.

Issuance of Common Stock: During the second quarter of 2005 no common stock was
issued.

Code of Ethics: In September 2002, the Company implemented a Code of Ethics by
which directors, officers and employees commit and undertake to personal and
corporate growth, dedicate themselves to excellence, integrity and
responsiveness to the marketplace, and work together to enhance the value of the
Company for the shareholders, vendors, and customers.

Trading Policy: In March 2003, the Company implemented a Trading Policy whereby
if a director, officer or employee has material non-public information relating
to the Company, neither that person nor any related person may buy or sell
securities of the Company or engage in any other action to take advantage of, or
pass on to others, that information. Additionally, insiders may purchase or sell
MED securities if such purchase or sale is made within 30 days after an earnings
or special announcement to include the 10-K, 10-Q and 8-K in order to insure
that investors have available the same information necessary to make investment
decisions as insiders.


Internal Control Policy: In April 2003, the Company implemented an Internal
Control Policy allowing for the confidential receipt and treatment of complaints
in regards to the Company's internal accounting controls and auditing matters. A


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<PAGE>

director, officer or employee may file a confidential and anonymous concern
regarding questionable accounting or auditing maters to an independent
representative of the Medifast Audit Committee through the provided
"Whistleblower Hotline". As of June 30, 2005, an evaluation was performed under
the supervision and with the participation of the Company's management,
including the Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective as of June 30, 2005.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
June 30, 2005.

Subsequent Events

On August 2, 2005 the 200,000 remaining shares of Series "C" convertible
preferred stock with a $1 stated value were converted to common stock. The
shares, which were included in diluted shares outstanding when issued in 2001,
were converted into 400,000 shares of common stock. With the conversion, there
are no longer any preferred shares on the Company's balance sheet.

Forward Looking Statements: Some of the information presented in this quarterly
report constitutes forward-looking statements within the meaning of the private
Securities Litigation Reform Act of 1995. Statements that are not historical
facts, including statements about management's expectations for fiscal year 2003
and beyond, are forward-looking statements and involve various risks and
uncertainties. Although the Company believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge, there can be no
assurance that actual results will not differ materially from the Company's
expectations. The Company cautions investors not to place undue reliance on
forward-looking statements which speak only to management's experience on this
date.

                                   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, thereunto duly authorized.


                                                       Medifast Inc.
                                                              (Registrant)

                                                       /s/ Bradley T. MacDonald

                                                       ------------------------
                                                       Bradley T. MacDonald
                                                       Chairman & CEO


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<PAGE>

                                Index to Exhibits

Exhibit
Number   Description of Exhibit

31.1     Certification of Chief Executive Officer pursuant to Item 601(b)(31) of
         Regulation S-K, as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.


31.2     Certification of Chief Financial Officer pursuant to Item 601(b)(31) of
         Regulations S-K, as adopted pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002

32.1     Certification of Chief Executive Officer and Chief Financial Officer
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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