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) February 12, 2001

                                MEDIFAST, INC.
             (Exact name of registrant as specified in its charter)


               Delaware                     000-23016              13-3714405
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  (State or other jurisdiction       (Commission File Number)    (IRS Employer
of incorporation or organization)                                 Ident. No.)


11445 Cronhill Drive, Owing Mills, Maryland                         21117
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 (Address of principal executive offices)                         (Zip Code)


        Registrant's telephone number, including area code (410)-581-8042

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         (Former name or former address, if changed since last report.)

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Item 5.  Other Events

On February 8, 2001, Medifast Inc.'s subsidiary, Jason Pharmaceuticals Inc., a
Maryland Corporation completed and closed on a new financial package with
Mercantile-Safe Deposit & Trust Company on more favorable terms that will
adequately fund the working capital portion of its business plan for 2001. The
company has borrowed $350,000 of a secured revolving loan secured by inventory,
receivables and the personal guarantee of the Chairman of the Board. The
interest rate is 2% above the bank's prime rate. In addition, GE Capital has
also loaned Jason Pharmaceuticals, Inc. $300,000 secured by equipment with a
4-year term at a fixed rate of 11.75% interest. GE Capital and Mercantile are
the premier lenders in the Baltimore Market and their confidence in the company
is indicative of the financial turnaround of Medifast, Inc. and the local
financial community's support of the company's business plan and management
team. The Company paid off the loan with Star Financial Limited Partnership with
part of the proceeds of this loan. This financial package will reduce interest
and financing costs of the company's debt by 50% for the remainder of the year
2001.

On February 5, 2001, Judge Frederic N. Smalkin of the United States District
Court of Maryland awarded a judgment in the amount of $383,100 in favor of the
subsidiaries of Medifast, Inc. against Worldwide Universal Health Network Inc.
Century Industries is the successor in interest and merger to Worldwide and has
recently filed a voluntary Chapter 11 as a debtor in possession. Medifast, Inc.
will make an assertive claim to the U.S. Bankruptcy Court of New Jersey for past
due payment of the shipment of product that Century sold and received a bulk
sale payment of $600,000 based on their March 8, 2000 press release, three (3)
months after the merger.

                                   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
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                                           Bradley T. MacDonald
                                           Chairman & CEO