UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
quarterly period ended June 30, 2007
OR
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transition period from
to
Commission
file number 0-23016
MEDIFAST,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
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13-3714405
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(State
or other jurisdiction
of
organization)
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|
(I.R.S.
employer
identification
no.)
|
11445
Cronhill Drive
Owings
Mills, MD 21117
Telephone
Number (410) 581-8042
Indicate
by checkmark 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 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 checkmark whether the Registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
Yes o No x
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
Class
|
|
Outstanding at
November 1, 2007
|
Common
stock, $.001 par value per share
|
|
13,709,098
shares
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Explanatory
Note
This
Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended
June
30, 2007 is being filed for the sole purpose of updating “Evaluation of
Disclosure Controls and Procedures” located under Item 5 - “Other Information in
the Quarterly Report.” As disclosed in our annual report for the year ended
December 31, 2006 on Form 10-K/A filed with the Securities and Exchange
Commission on September 6, 2007, we determined that as of December 31, 2006
there was a material weakness in our internal controls over financial reporting
with respect to amortization expense on a customer list. The Company also
restated its Quarterly Report on form 10-Q for the quarter ended March 31,
2007
to correct the Company’s accounting for amortization expense on a customer list.
We have determined that this material weakness still existed as of June 30,
2007.
Except
as
discussed above, we have not modified or updated the disclosure presented in
Form 10-Q for quarter ended June 30, 2007 filed on August 9, 2007 with the
Securities and Exchange. This Form 10-Q/A does not reflect events that have
occurred after the filing of the Original Quarterly Report or modify or update
disclosures presented in the Original Quarterly Report affected by subsequent
events. Accordingly, this Form 10-Q/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 Quarterly Report.
In
addition, in accordance with applicable SEC rules, this Form 10-Q/A
includes updated certifications from our Chief Executive Officer and Chief
Financial Officer.
Evaluation
of Disclosure Controls and Procedures:
In
connection with the aforementioned restatement of our financial statements,
under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we reevaluated,
as of June 30, 2007, the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended (the “Act”). Based upon
that reevaluation, as a result of a material weakness in internal control over
financial reporting with respect to amortization expense on a customer list,
our
principal executive officer and principal financial officer have concluded
that
our disclosure controls and procedures were not effective to provide reasonable
assurance that information required to be disclosed by us in the reports that
we
file or submit under the Act is (i) recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms; and (ii) accumulated and communicated to our
management, including our principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosures. In
connection with the Original Filing and prior to our discovery of the error
relating to amortization expense on a customer list, our principal executive
officer and principal financial officer had concluded that our disclosure
controls and procedures were effective as of June 30, 2007 to a reasonable
assurance level.
Changes
in Internal Control over Financial Reporting:
There
was
no change in our internal control over financial reporting during the quarter
ended June 30, 2007 that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting. As
disclosed in our annual report for the year ended December 31, 2006 on Form
10-K/A filed with the Securities and Exchange Commission on September 6, 2007,
we determined that as of December 31, 2006 there was a material weakness in
our
internal controls over financial reporting with respect to amortization expense
on a customer list. We have determined that this material weakness still existed
as of June 30, 2007.
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. |
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BY: |
/s/ MICHAEL
S. MCDEVITT |
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November
2,
2007
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Michael S. McDevitt |
|
|
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Chief
Executive
Officer and Chief Financial Officer |
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|
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(principal executive officer and principal
financial officer) |
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Index
to
Exhibits
Exhibit Number |
Description of Exhibit |
31.1
|
Certification
of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation
S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
31.2
|
Certification
of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation
S-K,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
Section
906 of the Sarbanes-Oxley Act of
2002
|