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): July 28, 2008

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 July 28, 2008, eDiets.com, Inc. issued a press release announcing certain preliminary results of operations for its three months ended June 30, 2008 and withdrawing financial guidance. 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

(d) Exhibits.

Exhibit No.	Description
99.1	eDiets.com, Inc. Press Release, issued July 28, 2008.

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/    Thomas Hoyer
	Thomas Hoyer
	Chief Financial Officer

Date: July 29, 2008

EXHIBIT INDEX

Exhibit Number	Exhibit Title
99.1	eDiets.com, Inc. Press Release, issued July 28, 2008.

EX-99.1

Exhibit 99.1

Investor Relations Contact:

John Mills

ICR, Inc.

310.954.1105

John.Mills@icrinc.com

eDiets.com® Announces Preliminary Second Quarter 2008 Revenue

FORT LAUDERDALE, FL, July 28, 2008 – eDiets.com, Inc. (NASDAQ: DIET), leveraging the power of the Internet to bring diet, fitness and healthy lifestyle solutions to everyone, today announced preliminary revenue for the quarter ended June 30, 2008 of approximately $6.4 million.

“As we have discussed previously, the implementation of our new enterprise platform resulted in significant operational and fulfillment challenges during the first quarter,” said Chief Executive Officer Steve Rattner. “We have made significant progress in rectifying these issues during the second quarter and into the third quarter with the recent implementation of new robust payment, billing and fulfillment functionality, as well as B2B functionality that will allow us to better serve our business clients. Challenging macroeconomic conditions and short term delays in key B2B launches, however, make it unlikely that the anticipated benefits and operating leverage from the new technology platform and accelerated growth of the B2B and meal delivery businesses will occur in 2008. Given that our previously issued revenue guidance for 2008 of $50 million reflected these assumptions, we are withdrawing the financial guidance at this time.”

Mr. Rattner continued, “We continue to believe in the long-term opportunity and remain focused on fine tuning the platform for upcoming B2B launches and our meal delivery program in order to enter the post-holiday diet season in a strong position.”

eDiets.com will report results for its second quarter ended June 30, 2008, after the U.S. equity markets close on Wednesday, August 6, 2008. The company will also host a conference call for investors the following day, Thursday, August 7, beginning at 8:30 a.m. Eastern Time. Participants may access the call by dialing 866-510-0704 (domestic) or 617-597-5362 (international), passcode 86375577. In addition, the call will be webcast via the company’s website at http://www.eDiets.com, Investor Relations, where it will also be archived. A telephone replay will be available through Thursday, August 21, 2008. To access the replay, please dial 888-286-8010 (domestic) or 617-801-6888 (international), passcode 39234724.

About eDiets

eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets currently features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, www.eDiets.com. The company also provides a broad range of customized wellness and weight management solutions for Fortune 500 clients. eDiets.com’s unique infrastructure offers businesses, as well as individuals, an end-to-end solution strategically tailored to meet its customers’ specific goals of achieving a healthy lifestyle. For more information, please call 310-954-1105 or visit www.eDiets.com.

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 to be materially different from those which may be expressed or implied by such statements. These risks and uncertainties include, among others, that we 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; significant investments in our technology platform, marketing plans, and product development to remain competitive with other online providers of healthy living and weight loss plans, many of which may be found to offer superior and more varied features than our plans and may also be offered for free; volatility in the advertising markets; any delay, disruption, or suspension of our supply of prepared meals from our vendor; changes in consumer preferences and discretionary spending; product liability and other risks from the sale of ingested products; regulatory actions affecting our marketing activities; and the outcome of litigation pending against us. For additional information regarding these and other risks and uncertainties associated with eDiets.com’s business, reference is made to our Annual Report on Form 10-K for the year ended December 31, 2007, 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. We do not undertake any obligation to publicly update any forward- looking statements.

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