10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K/A

Amendment No. 2

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

Commission File No. 000-23016

MEDIFAST, INC.

DELAWARE	13-3714405
Incorporation State	Tax Identification number
11445 CRONHILL DRIVE, OWINGS MILLS, MD	21117
Principal Office Address

Phone (410) 581-8042

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

COMMON STOCK, PAR VALUE $.001 PER SHARE

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x   No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o  No x

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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer  x Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No x

The aggregate market value of the voting common equity held by non-affiliates of the registrant as of June 30, 2006, based upon the closing price of $17.87 per share on the American Stock Exchange on that date, was $208,000,000.

As of March 14, 2007, the Registrant had 13,643,998 shares of Common Stock outstanding.

Explanatory Note

This Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 is being filed for the sole purpose of updating Item 8, footnote 7, for the estimated future amortization expense on intangible assets pursuant to the restated financial statements filed with the Securities and Exchange Commission on September 6, 2007.

Except as discussed above, we have not modified or updated the disclosure presented in the Amendment No. 1 to Form 10-K for fiscal year ended December 31, 2006 filed on September 6, 2007 with the Securities and Exchange Commission. This Form 10-K/A does not reflect events that have occurred after the filing of the Original Annual Report or modify or update disclosures presented in the Original Annual Report affected by subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with our filings made with the Securities and Exchange Commission (“SEC”) subsequent to the date of the filing of the Original Annual Report.

In addition, in accordance with applicable SEC rules, this Form 10-K/A includes updated certifications from our Chief Executive Officer and Chief Financial Officer.

7. TRADEMARKS AND INTANGIBLES

	As of December 31, 2006				As of December 31, 2005
	(Restated)		(Restated)		(Restated)		(Restated)
	Gross Carrying		Accumulated		Gross Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
Customer lists	$	5,587,000	$	1,969,000	$	4,356,000	$	1,398,000
Non-compete agreements		840,000		840,000		840,000		566,000
Trademarks, patents, and copyrights
finite life		1,557,000		210,000		920,000		121,000
infinite life		909,000		-		1,059,000		-
Goodwill		-				894,000		-
Total	$	8,893,000	$	3,019,000	$	8,069,000	$	2,085,000

Amortization expense for the years ended December 31, 2006, 2005 and 2004 was as follows:

	(Restated)		(Restated)
	2006		2005		2004
Customer lists	$	774,000	$	1,004,000	$	244,000
Non-compete agreements		273,000		369,000		162,000
Trademarks, patents, and copyrights		152,000		58,000		-
Total trademarks and intangibles	$	1,199,000	$	1,431,000	$	406,000

On January 17, 2006 the Consumer Choice Systems division of the Company was sold which included the sale of $1,601,000 in gross intangible assets and $265,000 in accumulated amortization.

The estimated future amortization expense of trademarks and intangible assets is as follows:

For the years ending December 31,	Amount
2007	$1,290,000
2008	1,265,000
2009	1,118,000
2010	550,000
2011	545,000

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

Executive Chairman of the Board

Dated: November 2, 2007

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this Report below.

Name	Title	Date
/s/ BRADLEY T. MACDONALD Bradley T. MacDonald	Chairman of the Board, Director	November 2, 2007
/s/ GEORGE LAVIN George Lavin	Director	November 2, 2007
/s/ MICHAEL C. MACDONALD Michael C. MacDonald	Director	November 2, 2007
/s/ MARY T. TRAVIS Mary T. Travis	Director	November 2, 2007
/s/ REV. DONALD F. REILLY, OSA Rev. Donald F. Reilly, OSA	Director	November 2, 2007
/s/ MICHAEL J. MCDEVITT Michael J. McDevitt	Director	November 2, 2007
/s/ JOSEPH D. CALDERONE Joseph D. Calderone	Director	November 2, 2007
/s/ CHARLES P. CONNOLLY Charles P. Connolly	Director	November 2, 2007
/s/ DENNIS M. MCCARTHY Dennis M. McCarthy	Director	November 2, 2007

EX-31.1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, Michael S. McDevitt, certify that:

1. I have reviewed this report on Form 10-K/A (Amendment No. 2) of Medifast, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2007

/s/ Michael S. McDevitt

Michael S. McDevitt

Chief Executive Officer, Chief Financial Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, Michael S. McDevitt, certify that:

1. I have reviewed this report on Form 10-K/A (Amendment No. 2) of Medifast, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2007

/s/ Michael S. McDevitt

Michael S. McDevitt

Chief Executive Officer, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Medifast, Inc. (the “Company”) on Form 10-K/A, Amendment No. 2, for the year ended December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I Michael S. McDevitt, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

By:	/s/ Michael S. McDevitt
	Michael S. McDevitt
	Chief Executive Officer, Chief Financial Officer
	November 2, 2007