8-K

                       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): June 12, 2002



                                eDiets.com, Inc.
               (Exact Name of Registrant as Specified in Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

               000-30559                              56-0952883
        (Commission File Number)          (IRS Employer Identification No.)


                             3801 W. Hillsboro Blvd.
                         Deerfield Beach, Florida 33442
               (Address of Principal Executive Offices) (Zip Code)

                                 (954) 360-9022
              (Registrant's Telephone Number, Including Area Code)


                              ITEM 5. OTHER EVENTS

On June 12, 2002, eDiets.com, Inc. (the "Company") issued a press release
announcing that the Company has engaged the investment banking firm of U.S.
Bancorp Piper Jaffray Inc. to advise its Board of Directors regarding any
potential merger or acquisition of the Company, or other similar strategic
transaction, intended to increase shareholder value. The press release is
attached hereto as Exhibit 99.1.

                                      -2-


                    ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)           Exhibits:

 Exhibit      Exhibit Title
  Number      -------------
 -------


  99.1        Press Release dated June 12, 2002.

                                      -3-


                                   SIGNATURES


Pursuant to the requirement of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       eDiets.com, Inc.


                                       By: /s/ Robert T. Hamilton
                                           --------------------------------
                                           Robert T. Hamilton
                                           Chief Financial Officer

Date:  June 18, 2002

                                      -4-


                                  EXHIBIT INDEX



Exhibit
 Number     Exhibit Title
- -------     -------------


 99.1       Press Release dated June 12, 2002.

                                      -5-

EX-99.1

                                                                    Exhibit 99.1


[LETTERHEAD APPEARS HERE]
- --------------------------------------------------------------------------------

For Immediate Release
- ---------------------

INVESTOR CONTACTS:                                MEDIA/MARKETING CONTACT:
- ------------------                                ------------------------
Robert T. Hamilton, CFO                           Merilee Kern, Marcomm Manager
954-360-9022 x115                                 702-562-0064
rhamilton@eDiets.com                              merilee@eDiets.com

Alison Tanner, CFA, Chief Strategist
954-360-9022 x140
alison@eDiets.com

       eDiets Engages U.S. Bancorp Piper Jaffray as its Investment Banker

DEERFIELD BEACH, FLA., June 12, 2002 - eDiets.com, Inc. (OTCBB:EDET) ("eDiets"),
the leader in personalized online diet and fitness programs, today announced
that it has engaged the investment banking firm of U.S. Bancorp Piper Jaffray
Inc. to advise the Company's Board of Directors regarding any potential merger
or acquisition of eDiets, or other similar strategic transaction, intended to
increase shareholder value.

David R. Humble, founder, chairman and CEO of eDiets, noted, "eDiets has
established critical mass of over $25 million in annualized revenues,
approximately 200,000 subscribers and a leadership position in the online diet
and general health categories. We have posted a consistent record of growth,
profitability and cash flow from operations over the past several quarters. We
are making every effort to communicate these successes and to identify potential
strategic relationships and capitalize upon opportunities for further growth
both in the U.S. and abroad. We are delighted to have U.S. Bancorp Piper
Jaffray, with its experience and expertise in the Internet industry, as our
advisor."

About eDiets.com, Inc.
eDiets.com, Inc. (OTCBB:EDET), the online diet services category leader through
its brands eDiets (http://www.eDiets.com) and DietSmart
(http://www.DietSmart.com), has been providing customized diet, fitness and
motivational programs, products and services on a subscription basis since 1996.
eDiets and DietSmart members benefit from an array of comprehensive online
support services that are available 24/7/365, including professionally moderated
online meetings, support groups, chats and teleconferences. This combination of
convenience, personalization, privacy, support and value provides eDiets members
with an attractive alternative to traditional offline programs popularized by
Weight Watchers International, Inc. (NYSE:WTW), Jenny Craig, Inc. and others.
During the first quarter of 2002, eDiets.com had approximately 300,000 unique
paying members and currently has over 10 million opt-in subscribers to its
bi-weekly e-mail newsletter, eDiets Diet & Fitness News. Among other honors
received, www.eDiets.com was named a Forbes Magazine "Best of the Web" fitness
and nutrition Web site in both 2000 and 2001. eDiets.com, Inc. maintains its
corporate office in Deerfield Beach, Florida.

Statements in the release, which are not historical in nature, are forward -
looking statements. Forward-looking statements involve known and unknown risks
and uncertainties which could cause the actual results, performance or
achievements of the Company to be materially different from those which may be
expressed or implied by such statements. These risks and uncertainties include,
among others, changes in general economic and business conditions, changes in
product acceptance by consumers, effectiveness of sales and marketing efforts,
loss of market share and pressure on prices resulting from competition, and
inability to obtain sufficient financing. For additional information regarding
these and other risks and uncertainties associated with eDiets.com business,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2001, and other reports filed from time to time with the
Securities and Exchange Commission. All forward-looking statements are current
only as of the date on which such statements are made. The Company does not
undertake any obligation to publicly update any forward-looking statements.

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