UNITED STATES
                       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 24, 2003

                                 Medifast, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

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


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

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

                                 Not applicable
    ------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


ITEM 5. OTHER EVENTS

On July 25, 2003, the Company announced that it had sold an aggregate of 550,000
shares of common  stock and warrants to purchase  82,500  shares of common stock
(the "PIPE  Shares")  to  Mainfield  Enterprises,  Inc.  and  Portside  Growth &
Opportunity Fund. The shares of common stock were sold for a cash  consideration
of $12.40 per share, or a total of $6,820,000, and the warrants, exercisable for
a period of five years from the date of issuance,  at an exercise price equal to
one hundred fifteen percent (115%) of the five-day volume weighted average price
(the "PIPE  Transaction"),  all pursuant to the terms of that certain Securities
Purchase  Agreement by and between the Company and Mainfield  Enterprises,  Inc.
and  Portside  Growth  &  Opportunity  Fund  dated  as of  July  24,  2003  (the
"Securities  Purchase  Agreement").  The PIPE  Shares  were  issued in a private
placement  transaction  pursuant  to  Section  4(2) and  Regulation  D under the
Securities Act of 1933, as amended (the "Securities Act").  Pursuant to the PIPE
transaction,  the Company  also agreed to cause a shelf  registration  statement
covering  the PIPE  Shares to be filed no later than  thirty (30) days after the
closing of the Pipe Transaction.  A copy of the Securities Purchase Agreement is
attached as  Exhibit-1 to this  Current  Report on Form 8-K and is  incorporated
herein by reference.

                                       1


A copy of the press release issued by Registrant on July 25, 2003 concerning the
foregoing  transaction  is attached as Exhibit-2 to this Current  Report on Form
8-K and is incorporated herein by reference.

ITEM 7. Exhibits

Ex-1 Spa and exhibits

     A   Form of Warrant
     B   Opinion of Company Counsel
     C   Plan of Distribution
     D   Transfer Agent Instructions
     E   Lock-up Letter

Schedule

     3.1(a) *
     3.1(f) *
     3.1(i) *
     3.1(l) *
     3.1(p) *
     4.7    *

Ex-2 Press Release

* To be filed by amendment.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                  MEDIFAST, INC.

Dated: July 25, 2003

                                  /s/ Bradley T. MacDonald
                                  ------------------------------------
                                  Bradley T. MacDonald
                                  Chairman and Chief Executive Officer


                                       2