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): August 14, 2007

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.)

1000 Corporate Drive

Suite 600

Fort Lauderdale, FL 33334

(Address of Principal Executive Offices) (Zip Code)

(954) 360-9022

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

¨ 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))

Item 2.02 Results Of Operations And Financial Condition

On August 14, 2007, eDiets.com, Inc. issued a press release announcing results of operations for its three months and six months ended June 30, 2007. A copy of the press release is attached as Exhibit 99.1 to this report. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act of 1933 registration statements.

Item 9.01 Financial Statements and Exhibits

( c ) Exhibits.

Exhibit No.	Description
99.1	eDiets.com, Inc. Press Release, issued August 14, 2007.

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/ Steve Rattner
	Steve Rattner
	President

Date: August 15, 2007

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	Press Release dated August 14, 2007.

EX-99.1

Exhibit 99.1

Investor Relations Contact:

John Mills

ICR, Inc.

310.954.1105

JMills@icrinc.com

eDiets® Announces Q2 2007 Results

Major Shareholder Commits To $10M Investment

FORT LAUDERDALE, FL, August 14, 2007 – eDiets.com, Inc. (NASDAQ: DIET), leveraging the power of the Internet to bring weight loss solutions to everyone, today announced results for the second quarter ended June 30, 2007.

Revenues from continuing operations for the second quarter of 2007 were $7.6 million, compared to $13.6 million for the same period last year. Loss from continuing operations for the quarter was $1.4 million, or $0.06 per diluted share compared to a loss of $0.6 million and $0.03 per diluted share for the second quarter of 2006. Adjusted EBITDA*, defined as net income before interest, taxes, depreciation, amortization, stock- based compensation, discontinued operations and severance charges, for the quarter ended June 30, 2007 was a loss of $0.3 million compared to a loss of $0.1 million for the comparable period last year.

For the six months ended June 30, 2007, the Company recorded revenues of $16.0 million compared $27.1 million for the same period last year. Loss from continuing operations was $2.7 million or $0.11 per share, compared to a loss of $4.1 million or $0.18 per share for the first six months of 2006. Adjusted EBITDA loss for the first half of 2007 totaled $0.8 million compared to $2.4 million in the comparable year period.

Operating Highlights:

• Epicurious.Com picks eDiets DeliciouslyYours as best diet meal delivery service

• TV ad testing begins for core subscription business and meal delivery service

• Corporate Services contracts grew 125% to 18 contracts year-over-year

• Experienced Chief Merchant joins management team

• Technology integration and upgrade on-track for completion by end of 2007

“We are streamlining the operations and organization of eDiets.com, so we can capitalize on our strengths and build an even more competitive and profitable platform in the online health and wellness market,” said Steve Rattner, President. “Our integration is well underway and we plan to complete our eDiets.com technology platform later this year. We continue to focus on creating consumer demand for our new meal delivery program and preparing for the key diet season in early 2008, including increasing our

advertising efforts and developing new flexible and healthy meal plan options. As we continue to rebuild and reposition eDiets, we are maintaining a disciplined approach to managing our overhead expenses and our cash flow.”

Mr. Rattner added, “Subsequent to the quarter close, we entered into an agreement with Prides Capital, the Company’s major shareholder, which allows for up to $10 million in borrowings in the form of senior secured notes. The financing is expected to close on August 31, 2007 and we anticipate using the proceeds to invest in opportunities to grow the business, such as advertising for our meal delivery program and our IT upgrade, and for general corporate purposes.”

Kevin Richardson, Prides Capital’s Managing Partner and Chairman of eDiets’ Board, commented on the transaction, “Taking into account the potentially dilutive effect of an equity offering, we determined that a debt financing would best serve our shareholders’ interests. We chose to invest in eDiets because we saw tremendous growth opportunities in the nutrition and healthy living marketplace and this investment serves to reinforce our conviction. We continue to believe that eDiets has strong brand name recognition and a robust community in the diet space, and we are confident that management is repositioning the company to best capitalize on the market expansion.”

Conference Call:

The company will host a conference call to discuss the second quarter results at 8:30 a.m. Eastern Time on Wednesday, August 15, 2007. Participants may access the call by dialing 800-901-5259 (domestic) or 617-786-4514 (international), passcode 98316679. In addition, the call will be webcast via the Investor Relations section of the company’s web site at www.ediets.com, where it will also be archived. A telephone replay will be available through Wednesday, August 22, 2007. To access the replay, please dial 888-286-8010 (domestic) or 617-801-6888 (international), passcode 19794043.

About eDiets.com

eDiets.com, Inc. is a premier online diet, fitness, and healthy living destination offering professional advice, information, products and services to those seeking to improve their health and longevity. Since 1997 more than two million consumers worldwide have become eDiets.com members. Among other honors, the site has been named a Forbes.com spring 2005 “Best of the Web” and “Forbes Favorite” in the diet and nutrition category, and a PC Magazine “Editors’ Choice” 2004 and 2005. eDiets.com offers more than 20 personalized online nutrition and fitness programs, as well as access to a wide range of expert and peer-based online support services that are all conveniently available around the clock. Founded in 1996 and headquartered in Fort Lauderdale, FL, eDiets.com operates Web sites at www.eDiets.com and www.eFitness.com. For more information about eDiets.com, please call (954) 360-9022 or visit www.eDiets.com.

* Use of Non-GAAP Financial Measures

In its earnings releases, conference calls, slide presentations or webcasts, the Company may use or discuss adjusted EBITDA, which is a non-GAAP financial measure as defined by SEC Regulation G. Management regularly reviews adjusted EBITDA as an analytical indicator of the Company’s financial performance and believes that it is useful to investors in evaluating operating performance. In addition, the Company uses adjusted EBITDA as a measure of performance for its business segments and for incentive compensation

purposes. The Company does not intend for adjusted EBITDA to be considered in isolation or as a substitute for any GAAP measure. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies

Net (loss) income is the GAAP financial measure most directly comparable to adjusted EBITDA. A reconciliation of net (loss) to adjusted EBITDA is as follows (in thousands):

	Three Months Ended						Six Months Ended
	June 30, 2007			June 30, 2006			June 30, 2007			June 30, 2006
Net loss	$	(1,442	)	$	(788	)	$	(2,699	)	$	(4,358	)
Interest, net		(24	)		(42	)		(66	)		(145	)
Income tax provision		83			38			142			46
Depreciation		215			219			447			454
Amortization of Intangibles		302			148			604			157
Stock-based compensation		532			179			717			685
Discontinued operations		—			191			—			274
Severance Charges		69			—			85			475
Adjusted EBITDA	$	(265	)	$	(55	)	$	(770	)	$	(2,412	)

Safe Harbor Statement

Statements 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, that the Company will not be able to obtain sufficient and/or acceptable outside financing (when and if required), changes in general economic and business conditions, changes in product acceptance by consumers, a decline in the effectiveness of sales and marketing efforts, loss of market share and pressure on prices resulting from competition, volatility in the advertising markets utilized by the Company, the termination of contractual relationships with the Company’s brand partners which license certain brand components and other proprietary information for the Company’s subscription programs, regulatory actions affecting the Company’s marketing activities, and the outcome of litigation pending against the Company. For additional information regarding these and other risks and uncertainties associated with eDiets.com’s business, reference is made to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, 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.

— Financial Tables Follow —

eDiets.com, Inc.

Summary of Consolidated Financial Information

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Continuing Operations:
Revenues:
Membership	$	5,124		$	10,775		$	11,256		$	21,337
Other revenue		2,427			2,806			4,739			5,752
Total revenues		7,551			13,581			15,995			27,089
Cost and expenses:
Cost of revenue		1,508			2,536			3,201			5,357
Technology and development		1,017			761			1,891			1,353
Sales, marketing and support		4,416			8,771			9,569			19,972
General and administrative		1,671			1,969			3,351			4,430
Amortization of Intangibles		302			148			604			157
Total cost and expenses		8,914			14,185			18,616			31,269
Loss from continuing operations		(1,363	)		(604	)		(2,621	)		(4,180	)
Other income, net		4			45			64			142
Income tax provision		(83	)		(38	)		(142	)		(46	)
Net loss from continuing operations		(1,442	)		(597	)		(2,699	)		(4,084	)
Discontinued Operations:
Loss from operations, net of tax		—			(191	)		—			(274	)
Net loss	$	(1,442	)	$	(788	)	$	(2,699	)	$	(4,358	)
Basic and diluted loss per share:
Loss from continuing operations	$	(0.06	)	$	(0.03	)	$	(0.11	)	$	(0.18	)
Loss from discontinued operations		—			—			—			(0.01	)
Net loss	$	(0.06	)	$	(0.03	)	$	(0.11	)	$	(0.19	)
Weighted average common and common equivalent shares outstanding
Basic and diluted		24,748			22,941			24,707			22,402

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
STATEMENT OF CASH FLOW DATA:
Net cash provided by (used in):
Operations	$	(54	)	$	(2,857	)	$	(1,560	)	$	(3,017	)
Investing		(270	)		(9,674	)		(1,677	)		(9,820	)
Financing		149			8,551			163			9,036
	June 30, 2007			December 31, 2006
BALANCE SHEET DATA:
Cash and cash equivalents	$	2,936		$	6,015
Total assets		23,793			27,544
Deferred Revenue		3,914			4,401
Long-term debt (excluding capital leases)		—			—
Stockholder’s equity		14,495			16,196

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