Registration No. 333-126288

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4 TO

FORM SB-2

Lifevantage Corporation, formerly Lifeline Therapeutics, Inc.

(Name of small business issuer in its charter)

Colorado		6770		90-0224471
(State or Jurisdiction of Incorporation or		(Primary Standard Industrial		(I.R.S. Employer Identification Number)
organization)		Classification Code Number)

6400 South Fiddler’s Green Circle
Suite 1970
Greenwood Village, Colorado 80111
(720) 488-1711
(Address and telephone number of principal executive offices)

Gerald J. Houston
Chief Financial Officer
6400 South Fiddler’s Green Circle
Suite 1970
Greenwood Village, Colorado 80111
(720) 488-1711
(Name, address and telephone number of agent for service)

Copy of all communications to:
Alan Talesnick, Esq.
Melissa L. Mong, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Title of Each Class of

Proposed Maximum

Proposed Maximum

Securities to be

Amount to

Offering Price

Aggregate

Amount of

Registered

be Registered (1)

Per Unit (2)

Offering Price (2)

Registration Fee (3)

Common Stock, Series A, $0.001 par value per share

6,322,001

$

9.60

$

60,691,210

Previously Paid

Common Stock, Series A, underlying Bridge Warrants

1,592,569

9.60

15,283,507

Previously Paid

Common Stock, Series A, underlying Unit Warrants

4,000,016

9.60

38,400,154

Previously Paid

Common Stock, Series A, underlying Placement Agent Warrants

409,281

9.60

3,929,098

Previously Paid

TOTAL

12,323,867

Previously Paid

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

 

 

The information in this prospectus is not complete and may be changed. The selling security holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and neither the selling security holders nor we are soliciting offers to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED December 29, 2006

PROSPECTUS

LIFEVANTAGE CORPORATION, FORMERLY

LIFELINE THERAPEUTICS, INC.

12,323,867 SHARES OF SERIES A COMMON STOCK

     This prospectus relates to the sale by certain stockholders of Lifevantage Corporation of up to 12,323,867 shares of our Series A common stock $0.001 par value per share. The shares of our Series A common stock covered hereby include 6,322,001 shares held by the selling stockholders named in this prospectus, and shares that may be issued to, and transferred by, the selling stockholders upon exercise of 2,001,850 of our warrants to purchase Series A common stock for a price of $2.00 per share and 4,000,016 of our warrants to purchase Series A common stock for $2.50 per share.

     Our common stock is quoted on the OTC Bulletin Board under the symbol “LFLT.” On October 13, 2006 the closing bid and ask prices for one share of our common stock were $0.80 and $0.85, respectively, as reported by the OTC Bulletin Board website. These over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Lifevantage Corporation manufactures Protandim®.

     These securities are speculative and involve a high degree of risk. You should consider carefully the “Risk Factors” beginning on Page 5 of this prospectus before making a decision to purchase our stock.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________, 2006

TABLE OF CONTENTS

		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			5
USE OF PROCEEDS			10
DILUTION			10
SELLING SECURITY HOLDERS			11
PLAN OF DISTRIBUTION			20
BUSINESS			21
PROPERTY			28
LEGAL PROCEEDINGS			29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION			29
DIRECTORS AND EXECUTIVE OFFICERS			36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			37
EXECUTIVE COMPENSATION			39
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			44
DESCRIPTION OF SECURITIES			45
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS			48
FINANCIAL STATEMENTS			48
EXPERTS			48
LEGAL MATTERS			49
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			49
ADDITIONAL INFORMATION			49
Purchase Agreement
Consent of Independent Registered Public Accounting Firm

          Lifevantage Corporation has not authorized anyone to give any information or make any representation about the offering that differs from, or adds to, the information in this Prospectus or the documents that are publicly filed with the Securities and Exchange Commission. Therefore, if anyone does give you different or additional information, you should not rely on it. The delivery of this Prospectus does not mean that there have not been any changes in Lifevantage Corporation’s condition since the date of this Prospectus. If you are in a jurisdiction where it is unlawful to offer to purchase or exercise the securities offered by this Prospectus, or if you are a person to whom it is unlawful to direct such activities, then the offer presented by this Prospectus does not extend to you. This Prospectus speaks only as of its date except where it indicates that another date applies.

PROSPECTUS SUMMARY

     This summary presents selected information from this Prospectus. You should carefully read this entire Prospectus and the documents to which the Prospectus refers in order to understand this offering. See “Additional Information”.

Lifevantage Corporation, formerly Lifeline Therapeutics, Inc.

     Lifevantage Corporation (“Lifevantage” or the “Company”), formerly Lifeline Therapeutics, Inc. (“Lifeline Therapeutics”) was formed under Colorado law in June 1988 under the name “Andraplex Corporation”. Subsequent to June 1988, the Company’s only asset consisted of 91 undeveloped residential lots in the town of Lawrence, Colorado. The undeveloped residential lots were carried in our financial statements at a value of approximately $25,000. We amended our name to “Yaak River Resources, Inc.” in January 1992 and to Lifeline Therapeutics, Inc. in October 2004. In November 2004, we executed a quit claim deed to this property in exchange for forgiveness of debt. On November 21, 2006, the shareholders approved an amendment to the Articles of Incorporation, which included a name change from Lifeline Therapeutics, Inc. to Lifevantage Corporation. Note that references to Lifeline Therapeutics, Inc. may exist in this Prospectus and that Lifevantage Corporation and Lifeline Therapeutics, Inc. are the same corporate entity.

     For the period from July 2003 (Lifevantage’s inception) to June 2005, the Company had been in the development stage. The Company’s activities from the inception of Lifevantage until February 2005 consisted primarily of organizing the Company, developing a business plan, formulation and testing of product and raising capital. In late February 2005, the Company began sales of its product Protandim® and commenced principal planned operations. Accordingly, the Company is no longer in the development stage.

     Our principal place of business is 6400 South Fiddler’s Green Circle, Suite 1970, Greenwood Village, CO 80111, telephone (720) 478-1711, fax (720) 488-1722, or email at info@Protandim.com. Our website is www.lifelinetherapeutics.com. Lifevantage and its officers, directors, and significant shareholders, file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934.

     Capitalization. As a result of the Reorganization (described below), we have a complex equity capital structure. This is summarized in the following table as of October 13, 2006.

		Pro-Forma
		Fully Diluted
		Shares as of October 13, 2006
Series A Common Stock (1)			22,118,034
Series B Common Stock (2)			0
Preferred Stock (3)			0
Bridge Warrants issued exercisable at $2.00 per share (4)			1,592,569
Unit Warrants issued exercisable at $2.50 per share (4)			4,000,016
Placement Agent Warrants issued exercisable at $2.00 per share (4)			409,281
Compensatory Securities			1,874,428
Total Issued and Outstanding Series A Shares assuming all options and warrants are exercised			29,994,328

1.		The Series A common stock is entitled to vote. When we use the term “common stock” in this Prospectus, we intend to refer only to the Series A common stock. There are 250,000,000 shares of Series A common stock authorized. See “Description of Securities,” below.
2.		On November 21, 2006, the shareholders approved the Amended and Restated Articles of Incorporation, which eliminate the Series B common stock. At the time of the shareholder approval, no shares of Series B common stock were outstanding.
3.		There are 50,000,000 shares of preferred stock authorized and no shares outstanding. See “Description of Securities,” below.
4.		These warrants expire April 18, 2008, unless exercised. We cannot offer any assurance that any warrants will be exercised.

     Reorganization. On October 26, 2004, we completed a reorganization by which we acquired approximately 81% of the outstanding common stock of Lifeline Nutraceuticals Corporation (“Lifeline Nutraceuticals” or “LNC”), a privately-held Colorado corporation that was formed in July 2003 (the “Reorganization”). In the Reorganization:

	•		We issued 15,385,110 shares of our common stock (representing about 94% of our outstanding common stock after the Reorganization) to eleven persons in exchange for their ownership interest in Lifeline Nutraceuticals.
	•		We agreed to exchange $240,000 in new promissory notes for a like amount of convertible debt obligations of Lifeline Nutraceuticals.
	•		We agreed to exchange $559,000 in new promissory notes for a like amount of bridge loan note obligations of Lifeline Nutraceuticals.

     Subsequent Activities. In March 2005, we completed the acquisition of the remaining minority shareholder interest in Lifeline Nutraceuticals by issuing to that person (Michael Barber) 1,000,000 shares of the Company’s common stock. Mr. Barber also entered into a covenant not to compete with us for which we paid $250,000.

     After the completion of the Reorganization, we raised additional capital through the issuance of bridge warrants to accredited investors. As a result of commitments made to the holders of the bridge warrants, on April 18, 2005, we issued to them warrants to purchase 1,592,569 shares of common stock (“Bridge Warrants”), which are exercisable at $2.00 per share through April 18, 2008.

     We closed a private placement of our securities in two closings, dated April 18, 2005 and May 18, 2005. In that placement, we issued units to accredited investors for cash and exchange of bridge loan notes. Each unit consisted of 10,000 shares of our common stock and a warrant (“Unit Warrant”) to purchase 10,000 shares of our common stock for $2.50, exercisable through April 18, 2008. After deducting commissions of $498,563 paid to Keating Securities, LLC (“Keating Securities”), a $75,000 non-accountable expense allowance paid to Keating Securities, and a fee to the escrow agent, we received net proceeds of approximately $4,400,000. In that private placement:

	•		We issued 1,507,202 shares of our common stock and an equal number of Unit Warrants to satisfy a majority of the principal and interest obligations, $3,014,404, to holders of outstanding bridge loan notes (“Bridge Notes”) issued by Lifeline Nutraceuticals before, and by Lifeline Therapeutics, predecessor to Lifevantage Corporation, after, the Reorganization;
	•		We issued 2,492,814 shares of our common stock and an equal number of Unit Warrants to persons who invested a total of $4,985,627 in cash; and
	•		We issued warrants to purchase 404,281 shares of our common stock to Keating Securities and warrants to purchase 5,000 shares of our Common stock to The Scott Group, our placement agents, exercisable at $2.00 per share through April 18, 2008 (the “Placement Agent Warrants”).

     We used $170,733 of the net proceeds from this offering for repayment of the Bridge Notes that were not converted in the private placement ($160,000 in principal and $10,733 interest), approximately $278,400 for costs associated with the Bridge Warrant offering, and $140,000 for a finder’s fee to The Scott Group.

     We also issued 536,081 shares of our common stock to satisfy principal and interest obligations to holders of $240,000 of new promissory notes issued in the Reorganization.

     History. From 1993 through 1998, the Company was a development-stage enterprise that sought to engage in the mining of gold and other precious and base metals. Toward that objective, the Company acquired a number of mining properties located in or near the Yaak Mining district in Lincoln County, Montana.

     Together with its other activities, the Company sought to obtain financing for development and operating purposes. Those efforts, however, failed to raise adequate working capital from outside sources. An insufficiency of capital, combined with regulatory impediments, prevented commencement of significant mining operations. The Company disposed of its mining properties in July of 1999.

     In September of 1999, the Company acquired 91 unimproved lots located in Teller County, Colorado. The lots are zoned for residential development, and comprise a total of approximately 4.7 acres of land. They are located in Pike’s Peak region approximately six miles by road from the historic mining town of Cripple Creek, Colorado, and approximately 40 miles by highway from the Colorado Springs metropolitan area. The Company acquired this real estate from Donald J. Smith, who is the former President and a Director of the Company. In connection with the purchase, the Company’s board of directors deemed the real estate acquired to have a total value of $162,000. The purchase price was paid in the form of approximately 23,000,000 shares of our common stock. In the fourth quarter of the year ended December 31, 2000, management reached a determination that it would not be feasible for the Company to develop its real estate and the Company disposed of such assets.

Our Business

     We developed our product, Protandim®, a proprietary blend of ingredients that has (through studies on animals and humans) demonstrated the ability to enhance SOD in brain, liver, and blood, the primary battlefields for oxidative stress. Protandim® is marketed as a “dietary supplement” as defined in Section 3 of the Dietary Supplement Health and Education Act of 1994 (“DSHEA”), codified as § 201(ff) of the Federal Food, Drug, and Cosmetic Act (“FFDCA”) (21 U.S.C. § 321(ff)). The name Protandim® is derived from: “promoting the tandem” co-regulation of two of the body’s anti-oxidant enzymes (SOD and CAT). Protandim® and the related intellectual property are owned by our subsidiary Lifeline Nutraceuticals.

     One of the paradoxes of life is that the molecule that sustains aerobic life, oxygen, is not only fundamentally essential for energy metabolism and respiration, but it causes many diseases and degenerative conditions. “Oxidative stress” is widely believed to play a key role in the aging process and the body’s defenses against oxidative stress and free radicals decrease with age, resulting in numerous age-related ailments and diseases.

     Oxidative stress results from the fact that we breathe air and utilize oxygen to generate energy. Unfortunately a small percentage of the oxygen we utilize generates toxic “oxygen free radicals” that damage the cells and tissues of the human body and consequently negatively impact our general health. Oxidative stress refers to the cellular and tissue damage caused by chemically reactive oxygen radicals formed as a natural consequence of cellular metabolism. These reactive oxygen species (ROS) and free radicals can be elevated under a wide variety of conditions, including radiation, UV light, smoking, excessive alcohol consumption, certain medical conditions such as neurodegenerative diseases and diabetes, and advancing age.

     Elevated ROS levels inflict structural damage to nucleic acid, lipid and carbohydrate and protein components of cells, thereby directly contributing to or exacerbating tissue dysfunction, disease and age-related debilitation. Normally, cellular anti-oxidant enzymes serve to inactivate ROS and maintain their levels at those compatible with normal cell function. Important among these enzymes are Superoxide Dismutase (SOD) and Catalase (CAT). However, the levels of these protective anti-oxidant enzymes decrease with age and are also reduced in a number of disease conditions.

     SOD is the body’s most effective natural anti-oxidant. SOD works in conjunction with CAT, and under some circumstances the balance may be important. A by-product of SOD’s potent anti-oxidant activity is Hydrogen Peroxide, a dangerous substance that needs to be subsequently converted into water and oxygen by CAT. Together, these three enzymes constitute the first line of defense and repair for the body. Scientists have long realized that increasing our levels of SOD and CAT is the key to fighting oxidative stress, disease and aging.

     Current SOD and CAT oral supplements can neither:

	1.		be absorbed; nor
	2.		work in conjunction with each other in one safe, orally-available pill.

     For the period from July 1, 2003 (inception) to June 30, 2005, Lifeline Nutraceuticals was in the development stage. Nutraceuticals’ activities from inception until February 2005 consisted primarily of organizing Nutraceuticals, developing a business plan, formulation and testing of product and raising capital. In late February 2005, the Company began sales of its product Protandim® and commenced principal planned operations. Accordingly, the Company is no longer in the development stage.

The Offering

     Lifevantage is not offering any securities pursuant to this Prospectus. The selling security holders named below (see “The Selling Security Holders”) are offering the following:

	•		6,322,001 shares of our common stock currently held by the Selling Security Holders;
	•		1,592,569 shares of our common stock underlying our outstanding Bridge Warrants;
	•		4,000,016 shares of our common stock underlying our outstanding Unit Warrants; and
	•		409,281 shares of our common stock underlying our outstanding Placement Agent Warrants.

     Each of the foregoing was or will be issued as a “restricted security” as that term is defined in Rule 144 adopted by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). The exercise of the warrants is not included in this Prospectus. Holders may exercise the warrants only pursuant to an exemption from registration under the Securities Act of 1933 and applicable state law, if an exemption is available.

     We will not receive any proceeds from the sale of common stock by the Selling Security Holders pursuant to this prospectus.

A Note About Forward-Looking Statements

     In our effort to make the information in this Prospectus more meaningful, this Prospectus contains both historical and forward-looking statements. All statements other than statements of historical fact are forward-looking statements within the respective meanings of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this Prospectus reflect the current expectations of our management concerning future results and events.

     The forward-looking statements are not statements of historical fact, but may use such terms as “may,” “expects to” and other terms denoting future possibilities. Forward-looking statements include, but are not limited to, those statements relating to our future development, development of our intellectual property or products we expect to be developed from our intellectual property, financial condition, and our ability to acquire the additional financing necessary to undertake business operations as contemplated in this Prospectus. The accuracy of these and other statements in this Prospectus cannot be guaranteed as they are subject to a variety of risks which are beyond our ability to predict or control; these “Risk Factors” and the other factors described in this Prospectus and information incorporated by reference may cause actual results to differ materially from our estimates contained in this Prospectus or in the documents incorporated by reference herein.

     Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. You should review carefully all information, including the financial statements and the notes to the financial statements included in this Prospectus. In addition to the factors discussed under “Risk Factors,” the following important factors could affect future results, causing the results to differ materially from those expressed in the forward-looking statements in this Prospectus:

•

our working capital shortage, which has been aggravated by additional research, development, and marketing expenses necessary to expand our existing and new business lines;

•

demand for, and acceptance of, our materials;

•

changes in development, distribution, and supply relationships;

•

the impact of competitive products and technologies and no assurance as to the validity of our intellectual property rights;

•

dependence on future product development;

•

the possibility of future customer concentration;

•

our dependence on key personnel;

•

the volatility of our stock price and the potential adverse impact on our market which may be caused by future sales of restricted securities;

•

the possibility of environmental violations relating to our business activities and products; and

•

the impact of new technologies.

     These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements in this Prospectus. Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements in this Prospectus are made only as of the date of this Prospectus and we do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. We cannot assure you that projected anticipated events, objectives, goals or other planned or desired results will occur or otherwise be achieved.

RISK FACTORS

     You should carefully consider each of the following risk factors and all of the other information provided in this prospectus before purchasing our common stock. The risks described below are those we currently believe may materially affect us. The future development of Lifeline Therapeutics and its technology is and will continue to be dependent upon a number of factors. You should consider the following information as well as the more detailed information concerning Lifeline Therapeutics and its subsidiary contained elsewhere in this Prospectus. An investment in our common stock involves a high degree of risk, and should be considered only by persons who can afford the loss of their entire investment.

Risk Factors Relating to the Company, our Lack of Operating History, our Management, and our Financial Condition

We have a lack of operating history and lack of revenues from operations.

     We did not generate any significant revenues from the sale of Protandim^® until the last six months of fiscal 2005. For the fiscal years ended June 30, 2004 and 2005, we generated revenues of $0 and $2,353,795, respectively. Although Lifeline Nutraceuticals incorporated in July 2003, and even though we have expended in excess of $12,800,000 in research and development activities and overhead expenses since July 2003, we do not have any significant operating history. We commenced sales of our only product, Protandim^®, in February 2005, and for the fiscal year ended June 30, 2005, we incurred a net loss of $5,822,397 and for our fiscal year ended June 30, 2006, we incurred a net loss of $2,734,501. If cash generated from operations is insufficient to satisfy our liquidity requirements, we may seek to sell additional public or private equity securities or obtain debt financing. Additional financing may not be available at all or, if available, may not be obtainable on terms favorable to us. If we are unable to obtain additional financing needed if and when cash generated from operations is insufficient to satisfy our liquidity requirements, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional financing may also be dilutive to our existing shareholders.

There is no assurance that we will be successful in expanding our operations and, if successful, managing our future growth.

     We increased the scale of our operations by spending the funds available from the completion of our private placement of our Series A common stock in May 2005. This increase in scale and expansion of our operations resulted in higher operating costs. If we are unable to generate revenues that are sufficient to cover our increased costs, our results of operations will be materially and adversely affected. We may experience periods of rapid growth, including increased staffing levels. Any such growth will place a substantial strain on our management, operational, financial and other resources, and we will need to train, motivate, and manage employees, as well as attract sales, technical, and other professionals. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives would have a material adverse effect on our business, financial condition, and results of operations.

Government regulators and regulations could adversely affect our business.

     The formulation, manufacturing, packaging, labeling, advertising, distribution, and sale of our product, as well as other dietary supplements, are subject to regulation by a number of federal, state, and local agencies, including but not limited to the FDA and the FTC. See Item 1 – Business – Government Approval and Regulations. These agencies have a variety of procedures and enforcement remedies available to them, including but not limited to:

	•		Initiating investigations;
	•		Issuing warning letters and cease and desist orders;
	•		Demanding recalls;
	•		Initiating adverse publicity;
	•		Requiring corrective labeling or advertising;

	•		Requiring consumer redress and/or disgorgement;
	•		Seeking injunctive relief or product seizures;
	•		Initiating judicial actions; and
	•		Imposing civil penalties or commencing criminal prosecution.

Federal and state agencies have in the past used these types of remedies in regulating participants in the dietary supplement industry, including the imposition by federal agencies of monetary redress in the millions of dollars. Adverse publicity related to dietary supplements may result in increased regulatory scrutiny, undermine or eliminate the acceptance of our product by consumers and lead to the initiation of private lawsuits. Product recalls could result in unexpected expense of the recall and any legal proceedings that might arise in connection with the recall.

     Our failure to comply with applicable laws could also subject us to severe legal sanctions that could have a material adverse effect on our business and results of operations. Specific action taken against us could result in a material adverse effect on our business and results of operations. Furthermore, a state could interpret product claims that are presumptively valid under federal law are nonetheless illegal under that state’s regulations.

Future laws or regulations may hinder or prohibit the production or sale of our existing product and any future products.

     We may be subject to additional laws or regulations in the future, such as those administered by the FDA, FTC, or other federal, state, or local regulatory authorities. See Item 1 – Business – Government Approval and Regulations. Laws or regulations that we consider favorable may be modified or repealed. Current laws or regulations may be amended or interpreted more stringently. The FDA has proposed extensive good manufacturing practice regulations for dietary supplements. We are unable to predict the nature of such future laws, regulations or interpretations, nor can we predict what effect they may have on our business. Possible effects or requirements could include, but are not limited to, the following:

	•		The reformulation of products to meet new standards;
	•		Additional ingredient restrictions;
	•		Additional claim restrictions;
	•		The recall or discontinuance of products unable to be reformulated;
	•		Imposition of additional good manufacturing practices and/or record keeping requirements;
	•		Expanded documentation of the properties of products; and
	•		Expanded or different labeling or scientific substantiation.

Any such requirements could have material adverse effects on our business, financial condition or results of operations.

Unfavorable publicity could materially hurt our business and the value of your investment.

     We are highly dependent upon consumers’ perceptions of the safety, quality and efficacy of our products, as well as products distributed by other companies. Future scientific research or publicity may not be favorable to our industry or any particular product, or consistent with earlier research or publicity. Future reports or research that are perceived less favorably or that question such earlier research could have a material adverse effect on us. Because of our dependence upon consumer perceptions, adverse publicity associated with illness or other adverse effects resulting from the consumption of our product or any similar products distributed by other companies could have a material adverse impact on us. Such adverse publicity could arise even if the adverse effects associated with such products resulted from failure to consume such products as directed. We may be unable to counter the effects of negative publicity concerning the efficacy of our product. Adverse publicity could also increase our product liability exposure.

We are and will continue to be subject to the risk of investigatory and enforcement action by the FTC, which could have a negative impact upon the price of our stock.

     We will always be subject to the risk of investigatory and enforcement action by the FTC based on our advertising claims and marketing practices. The FTC routinely reviews product advertising, including websites, to identify significant questionable advertising claims and practices. The FTC has brought many actions against dietary supplement companies based upon allegations that applicable advertising claims or practices were deceptive and/or not substantiated. If the FTC initiates an investigation, the FTC can initiate pre-complaint discovery that may be nonpublic in nature. Such an investigation: (i) may be very expensive to defend, (ii) may be lengthy, and (iii) may result in an adverse ruling by a court, administrative law judge, or in a publicly disclosed consent decree.

The dietary supplement market is highly competitive.

     The market for the sale of dietary supplements is highly competitive. Our competitors could have greater financial and other resources available to them and possess better manufacturing, distribution and marketing capabilities. As the dietary supplement industry grows and changes, retailers may align themselves with larger suppliers who may be more financially stable, market a broad portfolio of products or offer better customer service. Increased competition or increased pricing pressure could have a material adverse effect on our results of operations and financial condition. Among other factors, competition among manufacturers, distributors and retailers of dietary supplements is based upon price. Because of the high degree of price competition, we may not be able to pass on increases in raw material prices to our customers. If a competitor reduces their price in order to gain market share or if raw material prices increase and we are unable to pass along the cost to our customers, our results of operations and financial condition could be materially adversely affected.

Our business is susceptible to product liability claims, which could adversely affect our results of operation and financial condition.

     The manufacture and sale of any product for human consumption raises the risk of product liability claims if a customer alleges an adverse reaction after using the product. These claims may derive from the product itself or a contaminant found in the product from the manufacturing, packaging, sales process or even due to tampering by unauthorized third parties. Even with the product liability/completed operations insurance we have obtained, there will be a risk that insurance will not cover our potential exposure completely or would fail to cover a particular claim, in which case we may not have the financial resources to satisfy such claims. In addition, certain damages in litigation, such as punitive damages, are not covered by our insurance policy. The payment of claims would require us to use funds that are otherwise needed to conduct our business and make our products. In the event that we do not have adequate insurance or other indemnification coverage, product liability claims and litigation could have a material adverse effect on our results of operation and financial condition.

Consumers of our products may not feel noticeable physiological differences after taking Protandim^®.

     Consumers of our product may not feel noticeable physiological differences after taking Protandim^®. One of our marketing challenges is educating consumers about Protandim’s^® benefits and encouraging continued use of the product. Although one of our on going initiatives is finding a “home test” or other approach to measuring Protandim’s^® physiological benefits, there can be no assurances that such a test or approach will be developed or that we will be able to educate consumers about Protandim’s^® benefits. Consequently, consumers may not continue to purchase our product, which would have a material adverse affect on our business, financial condition and results of operation.

We have no manufacturing capabilities and we are dependent upon a third party to manufacture our product.

     We are dependent upon our relationship with an independent manufacturer to fulfill our product needs. We currently only use one manufacturer for our product. Accordingly, we are dependent on the uninterrupted and efficient operation of this manufacturer’s facility. Our ability to market and sell our product requires that our product is manufactured in commercial quantities, without significant delay and in compliance with applicable federal and state regulatory requirements. In addition, we must be able to have our product manufactured at a cost that permits us to charge a price acceptable to the customer while also accommodating any distribution costs or third-party sales compensation. If our current manufacturer is unable for any reason to fulfill our requirements, or seeks to impose unfavorable terms, we will have to seek out other contract manufacturers which could disrupt our operations and have a material adverse effect on our results of operation and financial condition. Competitors who perform their own manufacturing may have an advantage over us with respect to pricing, availability of product, and in other areas through their control of the manufacturing process.

Raw material for our product may be difficult to obtain or expensive.

     Our third party manufacturer acquires the raw materials necessary for the manufacture of Protandim^®. We cannot assure you that suppliers will provide the raw materials our manufacturer needs in the quantities requested, at a price we are willing to pay or that meet our quality standards. The failure to supply raw materials or changes in the material terms of raw material supply arrangements could have a material adverse effect on our results of operations and financial condition. We are also subject to potential delays in the delivery of raw materials caused by events beyond our control, including labor disputes, transportation interruptions, weather-related events, natural disasters or other catastrophic events, and changes in government regulations. Any significant delay in or disruption of the supply of raw materials could, among other things, substantially increase the cost of such materials, require reformulation or repackaging of products, require the qualification of new suppliers, or result in our inability to meet customer demands.

Raw materials account for a significant portion of our manufacturing costs. Significant increases in raw material prices could have a material adverse effect on our results of operations and financial condition.

We depend on a limited number of significant customers and the loss of any of them could negatively affect our business.

     Our largest customers are General Nutrition Distribution, LP (“GNC”) and CVS/pharmacy (“CVS”) and the loss of GNC or CVS as customers, or a significant reduction in purchase volumes, would have a material adverse effect on our financial condition.

     In addition, pursuant to our agreement with GNC, sales are made on a “sale or return” basis whereby product can be returned by GNC customers for a full refund. The Company has sufficient history with GNC to estimate the rate of product returns and has begun to recognize revenue and costs related to these shipments on a “sell-through” basis. GNC’s return policy could permit consumers to return a greater percentage of our product than selling Protandim^® through different retail operations, which in turn could negatively impact our revenues and results of operation.

     In July 2006, Lifevantage entered into a purchase order arrangement with CVS for the sale of Protandim^® throughout the CVS store network. Among other terms of this arrangement, we have agreed that CVS may withhold up to one-half of its payment for the Protandim^® until certain sell-through parameters are met. Since the Company does not have sufficient history with CVS to reasonably estimate the sell-through of Protandim^® within the CVS store network, 50% of the revenue and related cost has been deferred. The Company will recognize this deferred revenue and related cost of sales when it obtains sufficient sell-through information to reasonably estimate the amount of future returns. If product sell-through parameters from CVS are not met, our revenues and results of operations could be adversely affected.

Product returns may adversely affect our business.

     Product returns are part of our business. In addition to the “sale or return” policy applicable to sales through GNC described above, we offer a 30-day, money back unconditional guarantee to all direct sales customers.

     We record allowances for product returns at the time we ship the product. We base these accruals on the historical return rate since the inception of our selling activities, and the specific historical return patterns of the product. Our return rate since the inception of selling activities is approximately 2% of sales. We replace returned product damaged during shipment wholly at our cost, which historically has been negligible. We cannot guarantee, however, that future return rates or costs associated with returns do not increase.

     To date, product expiration dates have not played any role in product returns, and we do not expect they will in the future because it is unlikely that we will ship product with an expiration date earlier than the latest allowable product return date. There can be no guarantee, however, that product returns related to expiration dates will not increase in the future.

We currently depend on a single product for our revenue.

     Protandim^® is currently the only product we sell and, as such, we cannot rely on a broad portfolio of other products to support our operations in the event we experience any difficulty with the manufacture, marketing, sale or distribution of Protandim^®. We cannot assure you that Protandim^® will maintain its popularity or growth.

Worsening economic conditions may adversely affect our business.

     The demand for dietary supplements tends to be sensitive to consumers’ disposable income. Therefore, a decline in general economic conditions may lead to our consumers having less discretionary income with which to purchase such products. This could cause a reduction in our projected revenues and have a material adverse effect on operating results.

We may face limited availability of additional capital.

     Should we need to borrow money from financial institutions or other third parties in the future, the cost of capital may be high. Traditional debt financing may be unavailable and we may have to seek alternative sources of financing, including the issuance of new shares of stock or preferential stock that could dilute current shareholders. There can be no guarantee that we could successfully complete such a stock issuance or otherwise raise additional capital.

We could be exposed to certain environmental liabilities due to our past operations and property ownership.

     Between 1993 and 1999, we owned mining properties in the Yaak River mining district of Montana. The Company maintained these mining properties pursuant to Montana law, but never conducted any mining operations or

ore processing. Prior to completing the Reorganization, LNC management and consultants reviewed the records of this prior ownership and certain publicly available records relating to the properties. The State of Montana Department of Environmental Quality (“DEQ”) believed that the properties may contain residues from past mining. Since we have not performed on-site environmental studies to evaluate the environmental circumstances of these properties, there is a risk that there may be material environmental liabilities associated with our former property interests in Montana for which we may be liable, however we cannot provide a reasonable estimate of such risk.

     In addition, until November 10, 2004, we owned 91 lots in Lawrence, Colorado. We are not aware of any environmental liabilities with respect to these lots as the party acquiring the property assumed any environmental liability to which the property might be subject. Nonetheless, there is a risk that a governmental agency or a private individual may assert liability against us for violation of environmental laws related to the ownership of this property.

Risks Related to Our Intellectual Property and Obsolescence

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand.

     We have attempted to protect our intellectual property rights in Protandim^® through a combination of trade secrets, confidentiality agreements, patents, and other contractual provisions. William Driscoll and Paul Myhill, the original inventors of Protandim^®, have assigned all patent filings to LNC and the assignment has been filed with the United States Patent and Trademark Office (“USPTO”). Our intellectual property is covered by three U.S. utility patent applications on file in the USPTO. A Patent Cooperation Treaty (“PCT”) International Patent Application is also on file. These patent applications claim the benefit of priority of seven U.S. provisional patent applications. There is no guarantee that these patent applications will be approved. The loss of our intellectual property rights in our Protandim^® product could permit our competitors to manufacture their own version of our product which could have a materially adverse effect on our revenues. Even considering our existing patent applications and any others that we may apply for, patents only provide a limited protection against infringement, and patent infringement suits are complex, expensive, and not always successful.

If we do not continue to innovate and provide products that are useful to consumers, we may not remain competitive, and our revenues and operating results could suffer.

     Scientists, research institutions, and commercial institutions are making advances and improvements in nutritional supplements and issues relating to oxidative stress and aging very quickly, both domestically and internationally. It is possible that future developments may occur, and these developments may render Protandim^® non-competitive. We believe that our future success will depend in large part upon our ability to develop, commercialize, and market products that address issues relating to aging and oxidative stress, and to anticipate successfully or to respond to technological changes in manufacturing processes on a cost-effective and timely basis. The development and commercialization process, particularly relating to innovative products, is both time-consuming and costly and involves a high degree of business risk. The success of new products or product enhancements is subject to a number of variables, including developing products that will appeal to customers, accurately anticipating consumer needs, pricing a product competitively and complying with laws and regulations. We cannot guarantee that our continuing development efforts will be successful or that consumers will accept any new products. The failure to successfully launch or gain distribution for new product offerings or product enhancements could have a material adverse effect on our results of operations and financial condition.

If we are unable to protect our proprietary information against unauthorized use by others, our competitive position could be harmed.

     Our proprietary information is critically important to our competitive position and is a significant aspect of the products we provide. We generally enter into confidentiality or non-compete agreements with our employees and consultants, and control access to, and distribution of, our documentation and other proprietary information. Despite these precautions, these strategies may not be adequate to prevent misappropriation of our proprietary information. Therefore, we could be required to expend significant amounts to defend our rights to proprietary information in the future if a breach were to occur.

Other parties might claim that we infringe on their intellectual property rights.

     Although the dietary supplement industry has historically been characterized by products with naturally occurring ingredients in capsule or tablet form, recently it is becoming more common for suppliers and competitors to apply for patents or develop proprietary technologies and processes. We cannot assure you that third parties will not assert intellectual property infringement claims against us despite our efforts to avoid such infringement. To the extent

that these developments prevent us from offering competitive products in the marketplace, or result in litigation or threatened litigation against us related to alleged or actual infringement of third-party rights, these developments could have a material adverse effect on our results of operations and financial condition.

Risk Factors Relating to our Common Stock

Our management and large shareholders exercise significant control over our Company and may approve or take actions that may be adverse to your interests.

     As of October 13, 2006, our named executive officers, directors, and 5% stockholders beneficially owned approximately 66% of our voting power. For the foreseeable future, to the extent such shareholders vote all their shares in the same manner, they will be able to exercise control over many matters requiring approval by the board of directors or our shareholders. As a result, they will be able to:

	•		Control the composition of our board of directors;
	•		Control our management and policies;
	•		Determine the outcome of significant corporate transactions, including changes in control that may be beneficial to shareholders; and
	•		Act in each of their own interests, which may conflict with, or be different from, the interests of each other or the interests of the other shareholders.

Our common stock may be classified as penny stock and is extremely illiquid, so investors may not be able to sell as much stock as they want at prevailing market prices.

     Our common stock is subject to additional disclosure requirements for penny stocks mandated by the Penny Stock Reform Act of 1990. The SEC Regulations generally define a penny stock to be an equity security that is not traded on the Nasdaq Stock Market and has a market price of less than $5.00 per share. Depending upon our stock price, we may be included within the SEC Rule 3a-51 definition of a penny stock and our common stock may be considered to be a penny stock, with trading of our common stock covered by Rule 15g-9 promulgated under the Securities Exchange Act of 1934. Under this rule, broker-dealers who sell or effect the purchase of such securities to persons other than established customers or in certain exempted transactions, must make a special written disclosure to, and suitability determination for, the purchaser and receive the purchaser’s written agreement to a transaction prior to sale. The regulations on penny stocks limit the ability of broker-dealers to sell our common stock and thus may limit the ability of purchasers of our common stock to sell their securities in the secondary market. Our common stock will not be considered penny stock if our net tangible assets exceed $5,000,000 or our average revenue is at least $6,000,000 for the previous three years.

     The average daily trading volume of our common stock on the over-the-counter market was approximately 33,600 shares per day over the fiscal year ended June 30, 2006. If limited trading in our stock continues, it may be difficult for investors to sell their shares in the public market at any given time at prevailing prices.

Our stock price may experience future volatility.

     The trading price of our common stock has historically been subject to wide fluctuations. The price of our common stock may fluctuate in the future in response to quarter-to-quarter variations in operating results, material announcements by us or competitors, governmental regulatory action, conditions in the dietary supplement industry, or other events or factors, many of which are beyond our control. In addition, the stock market has historically experienced significant price and volume fluctuations which have particularly affected the market prices of many dietary supplement companies and which have, in certain cases, not had a strong correlation to the operating performance of such companies. In addition, our operating results in future quarters may be below the expectations of securities analysts and investors. In such events, the price of our common stock would likely decline, perhaps substantially.

USE OF PROCEEDS

     We will not receive proceeds from the sale of shares under this prospectus by the selling security holders.

DILUTION

     We are not selling any common stock in this offering. The selling security holders are current stockholders of Lifevantage. As such, there is no dilution resulting from the common stock to be sold in this offering.

SELLING SECURITY HOLDERS

     The securities are being offered by the named selling security holders below. The table below assumes the immediate exercise of all warrants to purchase common stock, without regard to other factors that may determine whether such rights of conversion or purchase are exercised. These factors include but are not limited to the other rights associated with the terms of the warrant agreements, whether there is a specific exemption to registration under federal and state securities laws for the exercise, and the specific exercise price of the securities held by each selling security holder and its relation to the market price.

     The selling security holders may from time to time offer and sell pursuant to this prospectus up to an aggregate of 6,322,001 shares of our common stock now owned by them, 1,592,569 shares of common stock issuable to them upon the exercise, at $2.00 per share, of the Bridge Warrants, 409,281 shares of common stock issuable to them upon the exercise, at $2.00 per share, of the Placement Agent Warrants, and 4,000,016 shares of common stock issuable to them upon the exercise, at $2.50 per share, of the Unit Warrants. Through October 13, 2006, approximately 645,000 shares of the common stock held by the selling security holders have been sold. Of the 6,322,001 shares of our common stock originally held by the selling security holders, (i) one selling security holder acquired 1,000,000 shares of common stock in connection with the Reorganization, (ii) one selling security holder acquired 500,000 shares of common stock as grants of common stock, (iii) eight selling security holders acquired 245,734 shares of common stock pursuant to Assignments and Stock Powers with Mr. Driscoll, the Company’s former President, CEO, and director, and (iv) the remaining selling security holders acquired 4,576,267 shares of common stock pursuant to the private placements discussed herein. The selling security holders may, from time to time, offer and sell any or all of the shares that are registered under this prospectus, although they are not obligated to do so.

     We do not know when or in what amounts the selling security holders may offer the shares described in this Prospectus for sale. The selling security holders may decide not to exercise any warrants or sell any of the shares that this Prospectus covers. Because the selling security holders may offer all or some of the shares pursuant to this Prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares that the selling security holders will hold after completion of the offering, we cannot estimate the number of the shares that the selling security holders will hold after completion of the offering. However, for purposes of the following tables, we have assumed that, after completion of the offering, the selling security holders will hold none of the securities that this Prospectus covers.

     The following table sets forth, to the Company’s best knowledge and belief, with respect to the selling security holders:

	•		the number of shares of common stock beneficially owned as of October 13, 2006 and prior to the offering contemplated hereby,
	•		the number of shares of common stock eligible for resale and to be offered by each selling security holder pursuant to this prospectus,
	•		the number of shares owned by each selling security holder after the offering contemplated hereby, assuming that all shares eligible for resale pursuant to this prospectus actually are sold,
	•		the percentage of shares of common stock beneficially owned by each selling security holder after the offering contemplated hereby, and
	•		in notes to the table, additional information concerning the selling security holders, including any NASD affiliations and any relationships, excluding non-executive employee and other non-material relationships, that a selling security holder had during the past three years with the registrant or any of its predecessors or affiliates.

														Percentage
														of Shares
		Number of												of
		Shares of								Number				Common
		Common								of Shares				Stock
		Stock				Number of				Owned				Owned
		Owned Before				Shares To Be				After				After
Selling security holders(A)		Offering(B)				Offered(C)				Offering				Offering
Aaseby, Joel			75,765				75,765				—				0	%
Anderson, Charles R. & Stacy J.			15,000				15,000				—				0	%
Andrews, Jeff L. (1)			40,000				40,000				—				0	%
Arrington, G. William			20,000				20,000				—				0	%
Atlis Accredited Capital (51)			27,021				27,021				—				0	%
Bansali, Abe			39,360				39,360				—				0	%
Barber, Michael			425,000				425,000				—				0	%
Barish, Michael S.			100,000				100,000				—				0	%
Bartoletti, Andy			10,000				10,000				—				0	%
Bartoletti, Mike			5,000				5,000				—				0	%
Bates, Timothy G. & Lisa G.			92,099				92,099				—				0	%
Baz, Javier W. (2)			1,110,725				990,725				120,000				1	%
Beard, William J. & R. Jean, CO-TTEES, FBO William J. & R. Jean Beard UA DTD 07/24/81(31)			120,000				120,000				—				0	%
Beeman Insurance Agency Inc. (32)			10,000				10,000				—				0	%
Boatright, Mark			10,000				10,000				—				0	%
Botti, John			25,000				25,000				—				0	%
Bradley, John			210,850				10,000				200,850				1	%
Britton, Joseph C.			20,000				20,000				—				0	%
Brown, Robert			10,000				10,000				—				0	%
Brown, David H.			10,000				10,000				—				0	%
Campbell, Delores			15,493				15,493				—				0	%
Card, Allyce M.			30,510				30,510				—				0	%
Charles, David			5,000				5,000				—				0	%
Childers, Robert L.			50,000				50,000				—				0	%
Cohen, Robert L. (3)			20,000				20,000				—				0	%
Colleran, Timothy P.			54,973				54,973				—				0	%
Conn, Michael L.			80,816				80,816				—				0	%
Coors, Joe Jr. (4)			100,000				100,000				—				0	%
Crapo, James D. & Kathleen D. (5)			624,000				50,000				574,000				3	%
Dannhausen, Norma J.			39,525				39,525				—				0	%
Dartois, Leon B.			30,495				30,495				—				0	%
Datsopolous, Joan			25,000				25,000				—				0	%
Datsopoulos, Milton			152,877				152,877				—				0	%
De La Rosa, Carlos			30,000				30,000				—				0	%
Dean, David J. & Luane I			76,275				76,275				—				0	%
Dexter, John			20,000				20,000				—				0	%
Dihle, Joshua			6,661				6,661				—				0	%

														Percentage
														of Shares
		Number of												of
		Shares of								Number				Common
		Common								of Shares				Stock
		Stock				Number of				Owned				Owned
		Owned Before				Shares To Be				After				After
Selling security holders(A)		Offering(B)				Offered(C)				Offering				Offering
Dihle, Kelsey			6,661				6,661				—				0	%
Dillon, Jack C.			53,292				53,292				—				0	%
Dimaio, Michael			20,000				20,000				—				0	%
Disesa, William & Julie			20,000				20,000				—				0	%
Brad Dobski, Revocable Trust(33)			5,000				5,000				—				0	%
Donnelley II, Elliot			32,723				32,723				—				0	%
Donnelly, Lloyd			5,000				5,000				—				0	%
Douglas, Donald R.			4,000				4,000				—				0	%
Sterling Trust Company Cust F.B.O. Donald Richard Douglas IRA 78393			6,000				6,000				—				0	%
Erigero, Gregory J.			40,000				40,000				—				0	%
Martin Samuel & Mary C. Favero CO-TTEE, Favero Family Trust DTD 06/02/98			30,510				30,510				—				0	%
Carol Stolpe & Walter Featherly			10,000				10,000				—				0	%
Ferber, Valerie			10,000				10,000				—				0	%
Francis, Nicholas D.			50,000				50,000				—				0	%
G2 Holding Corporation (6)			25,000				25,000				—				0	%
Gadola, Larry P. & Christine L.			20,000				20,000				—				0	%
GERDZ Investment Limited Partnership RLLLP(34)			20,374				20,374				—				0	%
GGV Investors LLC(35)			45,792				45,792				—				0	%
Gibson, James H.			30,594				30,594				—				0	%
Goldberg, Marvin			5,000				5,000				—				0	%
Goldstein, Joel & Elaine			25,000				25,000				—				0	%
Grandfield, Jay & Amanda(7)			30,000				30,000				—				0	%
Grasch, David A.			50,000				50,000				—				0	%
Gugino, Girard A.			25,243				25,243				—				0	%
Hadley, Barbara			115,589				115,589				—				0	%
Hallmark, B. Douglas & Marie			20,000				20,000				—				0	%
Hammond, Theodore A. & Carol J.			39,330				39,330				—				0	%
Harlow, Thomas E.			38,139				38,139				—				0	%
Harris, David			10,000				10,000				—				0	%
Harutunian, Alfred			25,000				25,000				—				0	%
Delaware Charter Guarantee & Trust Custodian FBO Kenneth D.Haxby			50,000				50,000				—				0	%
Hazelet, John			25,000				25,000				—				0	%
Hazelet, Robert P.			62,884				62,884				—				0	%
Hazelet, Robert P. Jr.			30,000				30,000				—				0	%
He, Song (8)			5,000				5,000				—				0	%

														Percentage
														of Shares
		Number of												of
		Shares of								Number				Common
		Common								of Shares				Stock
		Stock				Number of				Owned				Owned
		Owned Before				Shares To Be				After				After
Selling security holders(A)		Offering(B)				Offered(C)				Offering				Offering
Hendrickson, Mark			25,000				25,000				—				0	%
Hendrickson, Mark & Celeste			39,609				39,609				—				0	%
Delaware Charter Guarantee & Trust Custodian F.B.O. “Mark Hendrickson — Roth IRA”			60,906				60,906				—				0	%
Hendrickson, Robert L.			20,000				20,000				—				0	%
Hipsher, Michael			54,255				54,255				—				0	%
Hollis, Stephen H.			25,000				25,000				—				0	%
Hopper, Richard M.			20,000				20,000				—				0	%
Hornbecker, Greg			61,020				61,020				—				0	%
Iseman, Andrew J. & Shelly D. (9)			50,000				50,000				—				0	%
Jaro, Sara J.			206,899				206,899				—				0	%
Juarez, Ben (10)			60,000				60,000				—				0	%
JW Holdings Corporation(36)			5,000				5,000				—				0	%
Kacludis, Dean			10,000				10,000				—				0	%
Keating, Michael J. (8)			10,000				10,000				—				0	%
Keating, Timothy J. (8)			100,000				100,000				—				0	%
Kerstien, Tom			7,617				7,617				—				0	%
Fiserv ISS & CO FBO Michael Kieler(37)			10,000				10,000				—				0	%
Pensco Trust Company Custodian FBO Kirkham, Brian			100,000				100,000				—				0	%
Koustas, Gus J.			20,000				20,000				—				0	%
Koustas, Nicholas			20,000				20,000				—				0	%
Kovacich, John D.			5,000				5,000				—				0	%
Kuney, John R.			20,000				20,000				—				0	%
Lapidus, Robert & Donna Lapidus			20,000				20,000				—				0	%
Larson, Kenneth (13)			38,529				38,529				—				0	%
Laskowski, Joe			10,000				10,000				—				0	%
Lewand, Chris			25,000				25,000				—				0	%
Lewis, Dorothy M.			45,000				45,000				—				0	%
Lewis, Martha			30,000				30,000				—				0	%
Lewis, Paul W.			40,543				40,543				—				0	%
Lifeline Orphan Foundation(50)			500,000				500,000				—				0	%
Lippa, David			20,000				20,000				—				0	%
Lucas, Robert C.			25,000				25,000				—				0	%
Lyday, Carl (10)			10,000				10,000				—				0	%
Madison, H. Reed(14)			105,133				105,133				—				0	%
Sterling Trust Company, Custodian FBO Harold Reed Madison (14)			20,000				20,000				—				0	%

														Percentage
														of Shares
		Number of												of
		Shares of								Number				Common
		Common								of Shares				Stock
		Stock				Number of				Owned				Owned
		Owned Before				Shares To Be				After				After
Selling security holders(A)		Offering(B)				Offered(C)				Offering				Offering
Madison, Ralph P.			20,000				20,000				—				0	%
Manovich, Dave			280,537				280,537				—				0	%
Manrique, Hernando			25,000				25,000				—				0	%
Mara, William			20,000				20,000				—				0	%
Martin, Robert			10,000				10,000				—				0	%
Masta, Michelle A. & David D.			39,546				39,546				—				0	%
May, Roger P.			20,000				20,000				—				0	%
McGregor, Daniel			176,879				176,879				—				0	%
Pensco Trust Co Cust. FBO “Daniel B. McGregor-Roth IRA, A/C #MC1BR			51,740				51,740				—				0	%
Sterling Trust Company Custodian FBO McIntyre, Dr. James F.			20,000				20,000				—				0	%
McLeod, Bill			10,000				10,000				—				0	%
McLuckie, Tracy & David(15)			20,000				20,000				—				0	%
Menk Family Investments, LLC (38)			10,000				10,000				—				0	%
MGL Holding LLC (39)			25,000				25,000				—				0	%
Millennium Connection, LLC(40)			5,000				5,000				—				0	%
Miller, Andrew			10,000				10,000				—				0	%
Mills, Michael J.			304,770				304,770				—				0	%
Mista, Paul			105,282				105,282				—				0	%
Mitchell, Michael P.			30,543				30,543				—				0	%
Mlinarski, Dan (10)			10,000				10,000				—				0	%
Moyle, Heather (10)			15,000				15,000				—				0	%
Murphy, Eve (10)			8,034				8,034				—				0	%
Nelson, Sally & Kevin Nelson			371,846				50,486				321,360				1	%
Ossello, Guy J.			20,000				20,000				—				0	%
Ossello’s of Butte Profit Sharing Trust, FBO Guy J. Ossello, Guy J. Ossello Trustee, DTD 1974			60,537				60,537				—				0	%
Ossello, Jack L.			30,543				30,543				—				0	%
Ossello, Mark			10,000				10,000				—				0	%
Sterling Trust Company, Custodian FBO Steve Ossello(16)			30,000				30,000				—				0	%
James Dascalos & Steve Ossello Tenants in Common(16)			30,477				30,477				—				0	%
Ossello, Steven J.(16)			97,906				97,906				—				0	%
Paoli, David R.			20,000				20,000				—				0	%
Parish, Beth			10,000				10,000				—				0	%
Perkins, Daniel S. & Patrice M. (17)			50,000				50,000				—				0	%
Peterson, Jerry			20,000				20,000				—				0	%
Peterson, Phillip C. (18)			39,822				39,822				—				0	%
Peterson, William F. & Nancy E.			252,262				252,262				—				0	%

														Percentage
														of Shares
		Number of												of
		Shares of								Number				Common
		Common								of Shares				Stock
		Stock				Number of				Owned				Owned
		Owned Before				Shares To Be				After				After
Selling security holders(A)		Offering(B)				Offered(C)				Offering				Offering
Pettit, C. Alan & Karen M.			40,000				40,000				—				0	%
Pihl, Jo & Doug(19)			20,000				20,000				—				0	%
Pollack, Walter & Barbara			20,000				20,000				—				0	%
Pool, Thomas A.			5,000				5,000				—				0	%
Potter, David H. & Lise B.			20,000				20,000				—				0	%
Pyramid Partners, LP (20)			100,000				100,000				—				0	%
Race Place Investments Corporation, LLC (21)			50,000				50,000				—				0	%
Ranieri, Rose			5,000				5,000				—				0	%
Ridgway, Hugh Randolph			10,000				10,000				—				0	%
Rogers, Kyle L. (8)			25,000				25,000				—				0	%
Rocky Mountain Pulmonary & Critical Care Profit Sharing Plan F.B.O. Robert J. Lapidus (53)			38,181				38,181				—				0	%
Salinas, Melissa D. (8)			1,015				1,015				—				0	%
Samuel, Don (10)			7,700				7,700				—				0	%
Leah Kaplan-Samuels & Leonard Samuels JTWROS			250,000				250,000				—				0	%
Santana Partners, LLC(41)			10,000				10,000				—				0	%
Sauber, Gregory G.			20,000				20,000				—				0	%
Savage, Marshall			5,000				5,000				—				0	%
Trust Management, Inc Cust FBO Molly M Scharig, IRA(22)			2,000				2,000				—				0	%
Trust Management, Inc Cust FBO Terry D Scharig, IRA(22)			3,000				3,000				—				0	%
Scheffler, Kelly L.			20,000				20,000				—				0	%
Schmitz, Jeffrey			25,000				25,000				—				0	%
Schmitz, Richard V. (23)			25,000				25,000				—				0	%
Schweiger, Frederic M. (8)			15,000				15,000				—				0	%
Scott, Stephen (24)			2,500				2,500				—				0	%
Severance, H. Leigh(25)			1,088,506				1,028,506				60,000				0	%
Seymour, Eugene H.			100,000				100,000				—				0	%
Shader, Scott & Anna			10,000				10,000				—				0	%
Shatwell, G. Kenneth			7,629				7,629				—				0	%
Shazam Stocks, Inc. (42)			25,000				25,000				—				0	%
Simonson, Gerry			10,000				10,000				—				0	%
Skalkowski, Steven M. (10)			60,000				60,000				—				0	%
Solly, Pamela A. (8)			1,000				1,000				—				0	%
Stegemoeller, Sarah			20,000				20,000				—				0	%
Streets, Carol H. (26)			1,004,250				—				1,004,250				5	%
RBC Dain Rauscher Custodian F.B.O. “Carol H. Streets Roth IRA”(26)			43,816				43,816				—				0	%

														Percentage
														of Shares
		Number of												of
		Shares of								Number				Common
		Common								of Shares				Stock
		Stock				Number of				Owned				Owned
		Owned Before				Shares To Be				After				After
Selling security holders(A)		Offering(B)				Offered(C)				Offering				Offering
Streets, Daniel(26)			258,911				54,661				204,250				1	%
Streets, Daniel Trustee (26)			600,000				—				600,000				3	%
RBC Dain Rauscher F.B.O. “Jeffrey A. Streets IRA”			93,009				93,009				—				0	%
Strohmeier & Associates Profit Sharing Plan - Luis M. Strohmeier(27)			25,000				25,000				—				0	%
Stonedahl, Dale			26,220				26,220				—				0	%
Taft, Alex(28)			10,000				10,000				—				0	%
Tafoya, Duane H.			39,984				39,984				—				0	%
Tafoya, Gerald W.			39,984				39,984				—				0	%
Talesnick, Alan(29)			50,000				50,000				—				0	%
Thompson, Jack R.			152,877				152,877				—				0	%
Timberman, Si			5,000				5,000				—				0	%
Toscani, Luca (8)			50,000				50,000				—				0	%
Toy, Thomas C.			10,000				10,000				—				0	%
Ulland, William			38,109				38,109				—				0	%
Uncompagre Enterprises, Ltd. (43)			10,000				10,000				—				0	%
Vicis Capital Master Fund(44)			100,000				100,000				—				0	%
Wallace Family Partnership(45)			50,000				50,000				—				0	%
Walters, William & Julie			39,483				39,483				—				0	%
Weiner, Lili			30,000				30,000				—				0	%
Weiner, Norton D.			311,530				311,530				—				0	%
Werner, Greg (10)			25,000				25,000				—				0	%
Wexler, Richard (24)			154,762				154,762				—				0	%
White Sand Investor Group LP(46)			154,504				154,504				—				0	%
WMS Enterprises (52)			11,690				11,690				—				0	%
Wood, George F.			252,715				252,715				—				0	%
Wood, George Tod			50,000				50,000				—				0	%
Wrolstad, Carol			10,000				10,000				—				0	%
Wrolstad, Christopher(30)			79,680				79,680				—				0	%
UBS Financial Services Inc. Cust FBO Christopher S. Wrolstad SEP IRA(30)			25,000				25,000				—				0	%
W & O Enterprises, LLC(47)			91,800				91,800				—				0	%
YT2K, Inc. (48)			20,000				20,000				—				0	%
Zindel Enterprises LLLP(49)			30,000				30,000				—				0	%
Total			14,763,666				11,678,956				3,084,710				14	%

PLAN OF DISTRIBUTION

     Each of the selling security holders and any of their pledges, assignees, and successors-in-interest may, from time to time, offer and sell the shares of common stock included in this Prospectus. Holders of warrants may exercise those warrants only pursuant to an exemption from registration if an exemption is available at the time. Once exercised, the shares of common stock underlying the warrants may be sold pursuant to the terms of this Prospectus. To the extent required, we may amend and supplement this Prospectus from time to time to describe a specific plan of distribution.

     Each selling security holder will act independently in making decisions with respect to the timing, manner, and size of each sale. Each selling security holder has advised us that he, she or it may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The selling security holders have advised us that they may also make sales in negotiated transactions, including pursuant to one or more of the following methods:

	•		purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this Prospectus;
	•		ordinary brokerage transactions and transactions in which the broker solicits purchasers;
	•		block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
	•		an over-the-counter distribution in accordance with the rules of the OTC Bulletin Board; and
	•		in privately negotiated transactions.

     In connection with distributions of the shares or otherwise, the selling security holders have advised us that each may:

	•		enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;
	•		sell the shares short and redeliver the shares to close out such short positions;
	•		enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares that this Prospectus offers, which they may in turn resell; and
	•		pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.

     In addition, the selling security holders may sell any shares that qualify for sale pursuant to Rule 144, rather than pursuant to this Prospectus.

     In effecting sales, broker-dealers or agents that the selling security holders engage may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling security holders in amounts that the parties may negotiate immediately prior to the sale. However, under the NASD rules and regulations, such broker-dealers may not receive a commission or discount in excess of 8% for the sale of any securities registered hereunder. Keating Securities (or its affiliates) may execute transactions for the sale of the securities offered by the Prospectus on behalf of any selling security holder, however the Company is not aware of any current arrangement between Keating Securities and any selling security holder. To the extent that Keating Securities executes any transactions on behalf of any selling security holder, it may be deemed to be an underwriter.

     In offering shares that this Prospectus covers, the selling security holders, and any broker-dealers and any other participating broker-dealers who execute sales for the selling security holders, may qualify as “underwriters” within the meaning of the Securities Act of 1933 in connection with these sales. Any profits that the selling security holders realize, and the compensation that they pay to any broker-dealer, may qualify as underwriting discounts and commissions.

     In order to comply with the securities laws of some states, the selling security holders must sell the shares in those states only through registered or licensed brokers or dealers. In addition, in some states the selling security holders may sell the shares only if we have registered or qualified those shares for sale in the applicable state or an exemption from the registration or qualification requirement is available and the selling security holder complies with the exemption.

     We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act of 1934 may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. In addition, we will make copies of this Prospectus available to the selling security holders for the purpose of satisfying the Prospectus delivery requirements of the Securities Act. The selling security holders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against liabilities, including liabilities arising under the Securities Act.

     At the time a selling security holder makes a particular offer of shares we will, if required, file a post-effective amendment to the registration statement covering those shares and/or distribute a Prospectus supplement that will set forth:

	•		the number of shares that the selling security holder is offering;
	•		the terms of the offering, including the name of any underwriter, dealer or agent;
	•		the purchase price paid by any underwriter;
	•		any discount, commission and other underwriter compensation;
	•		any discount, commission or concession allowed or reallowed or paid to any dealer; and
	•		the proposed selling price to the public.

     We have agreed to indemnify the selling security holders against claims and losses due to material misstatements or omissions made by us (and not by the selling security holders) in this Prospectus. Each of the selling security holders has agreed to indemnify us against claims and losses due to material misstatements or omissions made by them.

BUSINESS

     Because we want to provide you with more meaningful and useful information, this Prospectus contains certain “forward-looking statements” (as that term is defined in section 21E of the Securities Exchange Act of 1934, as amended). These statements reflect our current expectations regarding our possible future results of operations, performance, and achievements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

     Wherever possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements. We have described these risks, uncertainties and contingencies under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition or Plan of Operation.”

     We have no obligation to update or revise any such forward-looking statements in order to reflect events or circumstances occurring after the date of this report.

Overview of Lifevantage and Lifeline Nutraceuticals

     Lifevantage Lifevantage Corporation was formed under Colorado law in June 1988 under the name “Andraplex Corporation.” We amended our name to “Yaak River Resources, Inc.” in January 1992, to Lifeline Therapeutics, Inc. in October 2004, and to Lifevantage Corporation in October 2006. Our principal place of business is at Suite 1970, 6400 South Fiddler’s Green Circle, Greenwood Village, CO 80111, telephone (720) 478-1711, fax (720) 488-1722. The reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934 by Lifevantage and its officers, directors, and significant shareholders are available for review on the SEC’s EDGAR website at www.sec.gov.

     The Reorganization. Prior to October 26, 2004, our only asset for a number of years had been 91 undeveloped residential lots in the town of Lawrence, Colorado, which is near Victor, Colorado. On October 26, 2004, the undeveloped residential lots were carried in our financial statements at a value of approximately $25,000. On November 10, 2004 we executed a quit claim deed to this property to Donald Smith, one of our shareholders, in exchange for Mr. Smith’s forgiveness of approximately $20,000 that we owed to Donald Smith, and we recorded a loss on disposition of approximately $5,000. Mr. Smith also assumed any environmental liability related to the residential lots.

     On October 26, 2004, we acquired approximately 81% of the outstanding common stock of Lifeline Nutraceuticals, a privately-held Colorado corporation that was formed in July 2003. In this Reorganization:

	•		We issued 15,385,110 shares of our Series A common stock (representing about 94% of our outstanding common stock after the reorganization) to eleven persons in exchange for their ownership interest in Lifeline Nutraceuticals.
	•		We agreed to exchange $240,000 in new promissory notes for a like amount of convertible debt obligations of Lifeline Nutraceuticals.
	•		We agreed to exchange $559,000 in new promissory notes for a like amount of bridge loan note obligations of Lifeline Nutraceuticals.

     As a result of the Reorganization described above, Lifevantage owned 81% of the outstanding common stock of Lifeline Nutraceuticals. Subsequent to the Reorganization, in March 2005 we completed the acquisition of the remaining minority shareholder interest in Lifeline Nutraceuticals. Lifeline Nutraceuticals owns and has developed the intellectual property that has resulted in the development of Protandim®.

     Our Business Model. The primary operational components of our business are outsourced to companies that we believe possess a high degree of professionalism and achievement in their particular field of endeavor. One advantage of outsourcing we hope to achieve is a more direct correlation of the costs we incur to our level of product sales versus the relatively fixed costs of building our own infrastructure to accomplish these same tasks. Another advantage of this structure is to minimize our commitment of resources to the human capital required to successfully manage these operational components. Outsourcing also provides additional capacity without significant advance notice and often at an incremental price lower than the unit prices for the base service.

     Product Overview. We developed our product, Protandim®, a proprietary blend of ingredients that has (through studies on animals and humans) demonstrated the ability to induce two protective enzymes, superoxide dismutase (“SOD”) and catalase (“CAT”) in brain, liver, and blood, the primary battlefields for oxidative stress. Protandim® is intended to combat oxidative stress to the human body by producing SOD and CAT. Oxidative stress refers to the cellular and tissue damage caused by chemically reactive oxygen radicals formed as a natural consequence of cellular metabolism. Oxidative stress is widely believed to play a key role in the aging process, and the body’s defenses against oxidative stress and free radicals decrease with age. Protandim® is marketed as a ‘dietary supplement” as defined in Section 3 of the Dietary Supplement Health and Education Act of 1994 (“DSHEA”), codified as § 201(ff) of the Federal Food, Drug, and Cosmetic Act (“FFDCA”) (21 U.S.C. § 321(ff)). The name Protandim® is derived from: “promoting the tandem” co-regulation of two of the body’s anti-oxidant enzymes (SOD and CAT). Protandim® and the related intellectual property are owned by our subsidiary Lifeline Nutraceuticals.

     Oxidative stress results from the fact that we breathe air and utilize oxygen to generate energy. Unfortunately a small percentage of the oxygen we utilize generates toxic “oxygen free radicals” that damage the cells and tissues of the human body and consequently negatively impact our general health. Oxidative stress refers to the cellular and tissue damage caused by chemically reactive oxygen radicals formed as a natural consequence of cellular metabolism. These reactive oxygen species (ROS) and free radicals can be elevated under a wide variety of conditions, including radiation, UV light, smoking, excessive alcohol consumption, certain medical conditions such as neurodegenerative diseases and diabetes, and advancing age.

     Elevated ROS levels inflict structural damage to nucleic acid, lipid and carbohydrate and protein components of cells, thereby directly contributing to or exacerbating tissue dysfunction, disease and age-related debilitation. Normally, cellular anti-oxidant enzymes serve to inactivate ROS and maintain their levels at those compatible with normal cell function. Important among these enzymes are Superoxide Dismutase (SOD) and Catalase (CAT). However, the levels of these protective anti-oxidant enzymes decrease with age and are also reduced in a number of disease conditions.

     SOD is the body’s most effective natural anti-oxidant. SOD works in conjunction with CAT, and under some circumstances the balance may be important. A by-product of SOD’s potent anti-oxidant activity is Hydrogen Peroxide, a dangerous substance that needs to be subsequently converted into water and oxygen by CAT. Together, these three enzymes constitute the first line of defense and repair for the body. Scientists have long realized that increasing our levels of SOD and CAT is the key to fighting oxidative stress, disease and aging.

     Current SOD and CAT oral supplements can neither:

	1.		be absorbed; nor
	2.		work in conjunction with each other in one safe, orally-available pill.

     We have retained The Chemins Company of Colorado Springs, Colorado (“Chemins”) to produce Protandim® under a contract manufacturing agreement dated February 26, 2004 and amended January 17, 2005. This agreement with Chemins has a continuous term, but may be terminated by either party upon 90 days written notice. Under the agreement:

	•		Chemins ordered and received the raw materials required for one million bottles of Protandim®.
	•		we paid Chemins to acquire bottling and packaging materials and to commence manufacturing 500,000 bottles of Protandim®.
	•		Chemins delivers product to us based on our purchase orders and additional payments. Through June 30, 2006, Chemins had shipped or delivered approximately 289,000 bottles of Protandim® to our fulfillment center and retail distributors. As of June 30, 2006, an additional 211,000 bottles remain to be shipped from the initial 500,000 bottle order.

Through June 30, 2006 we have paid Chemins approximately $1,800,000 for the above delivered bottles, which includes the deposit for the purchase of raw materials and packaging materials for a total of one million bottles of Protandim®. An additional $800,000 will be paid to Chemins for the remaining product.

     Chemins has significant experience in manufacturing dietary supplements. Its plant complies with the cGMP (current good manufacturing practices) for foods in general. Currently there are no specific cGMPs for dietary supplements. While we currently have a contract with Chemins in place, we cannot assure you that this manufacturer will continue to supply our product to us in the quantities we require or at all.

     We currently accept orders for Protandim® through our website (www.protandim.com) and through a call center utilizing a toll-free number (1-8PROTANDIM or 1-877-682-6346). The toll-free number is answered by Convergys, Inc. (“Convergys”), with which we have contracted to provide call center services. Convergys will answer sales calls for us on an around-the-clock basis. Orders are shipped from United Parcel Service (“UPS”), our fulfillment center. UPS offers package tracking by toll-free number or online so that our customers or our customer service department can determine the disposition of a shipment of any product that was not received by the customer.

     Customer service calls to another toll-free number (1-877-488-1711) will be answered in our offices in Greenwood Village, Colorado. It is our desire to hear from our customers directly, especially concerning issues they may have with our product or questions that may be more technical in nature than those to which we want the call center to respond. Our employees are available to respond to our customers’ needs, answer questions, track packages, provide refunds, if necessary, and process sales orders.

     Subsequent to June 30, 2005, the Company has also sold Protandim® in retail stores.

The Scientific Platform

What does Protandim® do?

     Protandim® is designed to induce your body to produce more of its own catalytic anti-oxidants, and to decrease the process of lipid peroxidation, an indicator of oxidative stress. Each component of Protandim® has been selected on its ability to meet these criteria. Low, safe doses of each component ensure that unwanted additional effects that might be associated with one or another of the components are not seen with the formulation.

Results of the Pre-Clinical Test in Mice with Protandim-RD

     Brief Summary: Four groups of mice were supplemented with a research formulation of Protandim® (Protandim-RD) containing eight components. The mice received either control diet, or diet supplemented with the anticipated human dosage, three times, or ten times that amount. After 23 days, the mice showed a dose-dependent increase in SOD in red blood cells of that amount, up to 25% and in liver of up to 45%.

     More importantly, lipid peroxidation (as measured by thiobarbituric acid reactive substances, (“TBARS”)) decreased in a dose-dependent fashion by up to 75% in plasma, by up to 66% in liver, and by up to 97% in the brain. TBARS measures the oxidation of lipids included in cell membranes. Oxidation of the cell membrane is one of the indicia of the aging process.

     Conclusion: We believe that this study is consistent with the thesis that Protandim® can significantly reduce oxidative stress in young healthy animals.

Results of a Human Study with Protandim®

     Brief Summary: Twenty-nine normal, healthy human subjects ranging in age from 20 to 78 received the final formulation of Protandim®, now containing five components (one capsule, 675 mg daily). Blood was drawn for analysis at 0, 30 and 120 days. Some of the subjects took no other anti-oxidant supplements, while others continued to take vitamin C and/or vitamin E and/or multivitamins they had been taking before they enrolled in the study.

     Lipid peroxidation in the plasma was measured by TBARS. After 30 days of Protandim® supplementation, plasma TBARS declined significantly, more so in the older subjects (about 69%) than in the younger subjects (about 30%). The age-

dependent increase seen prior to supplementation was no longer present. The average TBARS concentration decreased to 0.95 micromolar, a level that one would expect to see in a 15 year old.

     After 120 days of Protandim® supplementation, red blood cells analyzed for SOD and CAT showed statistically significant increases in SOD of 30% (p < 0.01) and in CAT of 54% (p < 0.002).

     Conclusion: We believe that this study is consistent with the thesis that Protandim® can reduce oxidative stress in healthy humans as they age, and that the reduction may be significant. Based on the studies to date, there is evidence that lipid peroxidation decreases as a result of human use of Protandim® supplements. Although there can be no assurance, we believe that the significant increases of the anti-oxidant enzymes (SOD and CAT in humans) suggest that the operative mechanism is increased scavenging of reactive oxygen intermediates by the body’s native anti-oxidant enzymes. The modest but significant increase in serum urate is consistent with this mechanism.

The Global Dietary Supplement Market

     According to the Nutrition Business Journal, the worldwide supplement market is over $60 billion as reflected in the following chart:

Global Dietary Supplement Market 2003
(Retail Sales in Billions of U.S. Dollars)

		Vitamins				Herbals
Area or		&				&				Sports &
Region		Minerals				Botanicals				Specialty				TOTALS
United States			8,410				4,200				7,210				19,820
Western Europe			5,900				6,220				2,970				15,090
Japan			4,220				2,900				2,960				10,080
Canada			580				400				330				1,310
China			1,900				2,400				600				4,900
Rest of Asia			1,360				1,760				1,040				4,160
Latin America			800				310				360				1,470
Australia/New Zealand			600				360				340				1,300
Russia/Eastern Europe			500				290				450				1,240
Middle East/Africa			440				220				160				820
TOTALS			24,710				19,060				16,420				60,190

Source: Nutrition Business Journal, “Supplement Business Report,” 2004

Target Market

     Our primary target markets for Protandim® are 1) health and wellness markets, and 2) elderly populations. We are marketing Protandim® in the United States in media targeted toward these age groups. We plan to test specific targeted messages within younger market segments. Demographically, the more specific initial segments within these age categories would include higher-educated, higher-income individuals who already espouse a “healthy lifestyle” and have some attributes of consumers concerned about their wellness. With increased awareness and media support, we believe the demographic appeal can be broadened to more “mainstream” consumers and persons within lower socio-economic strata.

Competition

     Although we believe that Protandim® reflects a unique product in the nutraceutical and pharmaceutical industries, there are a number of potential competitors to Protandim®.

     Vitamin C, vitamin E, Coenzyme Q-10 and other sources of exogenous anti-oxidants are often considered competitors of Protandim®. We believe these substances should not be considered competitors because they are oxygen radical scavengers and are not enzymatic, meaning they do not work within the cells of the human body. Our research indicates that Protandim® generates intra-cellular anti-oxidants, such as SOD and CAT, within the cells of the body. Oxygen

is consumed by the mitochondria which is where oxidative stress is at its worst. We believe that the body’s internal anti-oxidant enzymes, produced at homeostatic levels provide a better defense against oxidative stress than exogenous sources of anti-oxidants.

     There are many companies performing research into anti-oxidants, and these companies are intensely competitive. At least one entity is currently marketing a direct competitor to Protandim®, and it is highly likely that one or more additional entities will develop, purchase or license from a third party, competitive products along the lines of our focus. Thus, we expect that we will be subject to significant competition that will intensify as these markets develop.

     Many of our actual and potential competitors have longer operating histories and possess greater name recognition, larger customer bases and significantly greater financial, technical and marketing resources than we do. As the dietary supplement industry grows and changes, retailers may align themselves with larger suppliers who may be more financially stable, market a broad portfolio of products or offer better customer service. Competition with companies of this nature could materially adversely affect our business, operating results, or financial condition.

Product Liability and Other Insurance

     We have product liability insurance coverage for our Protandim® product that we believe is adequate to protect us. We have also obtained commercial property and liability coverages as well as directors’ and officers’ liability insurance.

Intellectual Property, Patents, and Royalty Agreements

     Protandim® is a proprietary, patent-pending dietary supplement formulation for enhancing SOD and CAT. The patent applications protecting this formulation are listed below and have been assigned to our subsidiary, Lifeline Nutraceuticals.

     We will protect our intellectual property and license rights through patent protection, trade secrets, and contractual protections, and intend to develop a strong brand identity in the Protandim® mark. Although we do not currently license our intellectual property to any third parties, we may choose to provide such licensing arrangements in the future to provide a potential new revenue source.

     Our intellectual property is covered, in part, by three U.S. utility patent applications on file in the USPTO. A PCT International Patent Application is also on file. These patent applications claim the benefit of priority of seven U.S. provisional patent applications listed below and are directed to compositions, methods, and methods of manufacture. The earliest filing date for this family is March 23, 2004. If issued, the expected term is through March 23, 2025 assuming there are no term extensions. These patent applications include:

U.S. Provisional Patent Applications*

	•		U.S. Application Serial Number 60/555,802, filed on March 23, 2004 (expired);
	•		U.S. Application Serial Number 60/590,528, filed on July 23, 2004 (expired);
	•		U.S. Application Serial Number 60/604,638, filed on August 26, 2004 (expired);
	•		U.S. Application Serial Number 60/607,648, filed on September 7, 2004 (expired);
	•		U.S. Application Serial Number 60/610,749, filed on September 17, 2004 (expired);
	•		U.S. Application Serial Number 60/643,754, filed on January 13, 2005;
	•		U.S. Application Serial Number 60/646,707, filed on January 25, 2005; and
	•		U.S. Application Serial Number 60/758,814, filed on January 13, 2006.

U.S. Utility Patent Applications

	•		U.S. Application Serial Number 11/088,323, filed on March 23, 2005 and claiming the benefit of priority to all the above-referenced U.S. provisional patent applications.
	•		U.S. Application Serial Number 11/216,313, filed on August 31, 2005 and claiming the benefit of priority of U.S. Application Serial Number 11/088,323, filed on March 23, 2005, as well as all the above-referenced U.S. provisional patent applications.

•

U.S. Application Serial Number 11/216,514, filed on August 31, 2005 and claiming the benefit of priority of U.S. Application Serial Number 11/088,323, filed on March 23, 2005, as well as all the above-referenced U.S. provisional patent applications.

     We do not anticipate final grant or denial of the above-referenced U.S. utility applications prior to April 2007.

PCT International Patent Applications

•

PCT Application Serial Number PCT/US2005/009783, filed on March 23, 2005 and claiming the benefit of priority to seven of the above-referenced U.S. provisional patent applications. This application is scheduled for National Phase filing on or before September 23, 2006.

     Trademark. We have applied for protection of the PROTANDIM^® trademark in Canada, Japan, Taiwan, South Korea, China and European Community. PROTANDIM^® is registered on the Principal Register of the USPTO as U.S. Reg. No. 2,999,080. Common law rights are also in force in the U.S. and Canada. We do not know with reasonable certainty, the timing of the final grant or denial of the applications for registration of PROTANDIM^® in Canada, Japan, Taiwan, China, European Community, or South Korea.

Governmental Approval and Regulations

     The formulation, manufacturing, packaging, labeling and advertising of Protandim^® currently are subject to regulation by federal agencies, including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), and also by various federal, state and local agencies. In addition, the distribution and sale of Protandim^® is subject to FDA, FTC and federal, state and local regulation. In particular, although the Company is not currently required to obtain FDA or FTC approval to sell Protandim^®, the FDA, pursuant to the Federal Food, Drug, and Cosmetic Act (“FFDCA”), which includes the Dietary Supplement Health and Education Act (“DSHEA”), primarily regulates the formulation, manufacturing, packaging, and labeling of the product, while the FTC primarily regulates the advertising and marketing of the product.

     Protandim^® is marketed as a “dietary supplement” as defined in the DSHEA. The DSHEA is intended to promote access to safe, quality dietary supplements and information about dietary supplements. The U.S. Congress has amended the FFDCA several times with respect to dietary supplements, in particular by the DSHEA. In 1994, the DSHEA established a new framework governing the composition and labeling of dietary supplements. With respect to composition, the DSHEA defined “dietary supplements” as including vitamins, minerals, herbs, other botanicals, amino acids, and other dietary substances for human use to supplement the diet, as well as concentrates, constituents, extracts, or combinations of such dietary ingredients. Under the DSHEA, a dietary supplement that contains a “new dietary ingredient” (defined as a dietary ingredient not marketed in the United States before October 15, 1994) must have a history of human use or other evidence of safety establishing that it is “reasonably expected” by the manufacturer to be safe prior to marketing the product. The manufacturer of a dietary supplement must notify the FDA at least 75 days before marketing products containing new dietary ingredients and provide the FDA with the information upon which the manufacturer based its conclusion that the product has a reasonable expectation of safety. The FDA may not accept the evidence of safety for any new dietary ingredient, and the FDA’s refusal to accept such evidence could prevent the marketing of such dietary ingredients.

FDA Regulations Applicable to the Formulation, Manufacturing, Packaging and Labeling of Protandim^®

     The DSHEA permits statements of nutritional support to be included in labeling for dietary supplements without FDA pre-approval. Such statements may describe how a particular dietary ingredient may affect the structure, function or general well-being of the body or the mechanism of action by which dietary ingredients affect the foregoing. Such statements may not state that a dietary supplement will diagnose, cure, mitigate, treat, or prevent a disease unless such claim has been reviewed and approved by the FDA, either as a “health claim” or as a claim for an approved drug. A company that uses a statement of nutritional support in labeling must possess evidence substantiating that the statement is truthful and not misleading. The FDA may determine that a particular statement of nutritional support that a company wants to use is an illegal claim for an unapproved new drug or an unauthorized version of a health claim. Such a determination might prevent a company from making the claim.

     The DSHEA also permits certain third-party literature, for example a reprint of a peer-reviewed scientific publication, to be used “in connection with the sale of a dietary supplement to consumers” without the literature being subject to regulation as labeling. However, such literature must not be false or misleading, the literature may not promote a particular manufacturer or brand of dietary supplement and it must include a balanced view of the available scientific information on the subject matter, among other requirements. While we exercise care in the dissemination of all such third party literature about Protandim^®, we cannot assure you that it would be found by the FDA to satisfy all of these requirements. If we fail to satisfy any of these applicable requirements, the FDA could prevent the use of certain literature and subject Protandim^® to regulation as an unapproved new drug. We could also be subject to adverse actions by other third parties.

     We are subject to the risk that the FDA may take enforcement action against us for one or more violations of the FFDCA. We have to comply with the FFDCA, including the DSHEA, and all applicable FDA regulations. Any allegations of non-compliance may result in time-consuming and expensive defense of our activities. An enforcement action could include a warning letter that informs us of alleged violations, such as selling a misbranded product, an adulterated product, or an unapproved new drug. Although we would be entitled to take corrective action in response to any such warning letter, the fact that a warning letter had been issued to us from the FDA would be made available to the public. That information could affect our relationships with our investors, vendors and consumers. The FDA could also initiate many additional types of enforcement actions that would be far more detrimental to our business than the issuance of a warning letter, including actions for product seizure, inspection and/or criminal prosecution. Because we are not required to submit all product labeling to the FDA before we sell our dietary supplement, we cannot give any assurance that FDA enforcement action will not occur.

FTC Regulations applicable to the Advertising and Marketing of Protandim^®

     Advertising and marketing of products is subject to regulation by the FTC under the Federal Trade Commission Act (“FTC Act”). Section 5 of the FTC Act prohibits unfair methods of competition and unfair or deceptive acts or practices in or affecting commerce. Section 12 of the FTC Act provides that disseminating any false advertisement pertaining to drugs or foods, which would include dietary supplements, is an unfair or deceptive act or practice. Under the FTC’s Substantiation Doctrine, an advertiser is required to have a “reasonable basis” for all express and implied product claims before the claims are made. Failure to adequately substantiate claims may be considered either deceptive or unfair practices. Pursuant to this FTC requirement, we are required to have adequate substantiation for all material advertising claims made for our products. The FTC routinely reviews advertising and websites to identify significant questionable advertising claims and practices, and competitors often inform the FTC when they believe other competitors are violating the FTC Act. If the FTC initiates an investigation to determine the support for a claim, the FTC can initiate pre-complaint discovery that may be nonpublic in nature. Such an investigation may (i) be very expensive to defend, (ii) be lengthy, and (iii) result in one or more adverse rulings by a court, administrative law judge, or in a publicly disclosed consent decree.

     Our telemarketing activities must comply with the FTC’s Telemarketing Sales Rule, 16 CFR Part 310, and additional telemarketing and marketing statutes and regulations of the FTC and of states. Because these activities, in general, are in the public eye and because it may be difficult to ensure compliance with these laws and regulations by the individuals who actually make and receive such calls, there is a risk that we could be the subject of investigation and other enforcement activities that may be brought by the FTC and state agencies. We regularly train and educate telemarketing representatives to correctly and appropriately represent the product.

     In addition to federal regulation in the U. S., each state has enacted its own “Little FTC Act” to regulate sales and advertising and each state has enacted its own food and drug laws. We may receive requests to supply information regarding our sales or advertising to state regulatory agencies. We remain subject to the risk that, in one or more of our present or future markets, our products, sales, and advertising could be found not to be in compliance with applicable laws and regulations. If we fail to comply with these laws and regulations, it could have a material adverse effect on our business in a particular market or in general. In addition, these laws and regulations could affect our ability to enter new markets.

The Bioterrorism Act

     In June 2002, Congress enacted the Public Health Security and Bioterrorism Preparedness and Response Act of 2002 (the “Bioterrorism Act”). The Bioterrorism Act contained new requirements with regard to the sale and importation of food products in the United States:

	1.		Mandatory registration with the FDA of all food manufacturers.
	2.		Prior notice to regulators of inbound food shipments.
	3.		Recordkeeping requirements, and grant of access to the FDA of applicable records.
	4.		Grant of detention authority to the FDA of food products in certain circumstances.

     Under the recordkeeping requirements, Lifeline is considered to be a “nontransporter” of Protandim^® and must maintain certain records required of nontransporters. Lifeline is in the process of ensuring that all appropriate records are being kept.

Potential FDA and Other Regulation

     We could become subject to additional laws or regulations administered by the FDA, FTC, or by other federal, state, or local regulatory authorities, to the repeal of laws or regulations that we consider favorable, such as the DSHEA, or to more stringent interpretations of current laws or regulations. For example, the FDA is currently developing guidance for the industry to clarify the FDA’s interpretation of the new dietary ingredient notification requirements, which may raise new and

significant regulatory barriers for new dietary ingredients. In addition, increased FDA enforcement could lead the FDA to challenge dietary ingredients already on the market as illegal under the FFDCA because of the failure to file a new dietary ingredient notification.

     In addition, the FDA has proposed final good manufacturing practices (“GMP”) regulations for the dietary supplement industry. If finalized, the proposed GMPs would require quality control provisions that are equal to or greater than GMPs for drugs and over-the-counter products. These GMPs could result in increased expenses, changes to or discontinuance of products, or implementation of additional record keeping and administrative procedures. We cannot assure you that if the FDA adopts the GMPs in the form proposed, we will be able to comply with the new regulations without incurring significant costs.

     We are not able to predict the nature of such future laws, regulations, repeals, or interpretations, and we cannot predict what effect additional governmental regulation, when and if it occurs, would have on our business in the future. Such developments could, however, require reformulation of products to meet new standards, recalls, or discontinuances of products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, additional personnel, or other new requirements. Any such developments could have a material adverse effect on us, including our financial condition or results of operations.

Employees

     As of September 30, 2006, we had thirteen employees, including two officers, all of which are full-time employees. We outsource our sales order call center, manufacturing and distribution operations to minimize the number of employees we have. We may in the future hire a few additional employees for marketing and customer service, but we have not taken any steps to do so at the present time.

PROPERTY

Corporate Office

     In August 2005, we entered a 36-month lease for our current executive offices in Greenwood Village, Colorado. Pursuant to the agreement, we paid a $35,688 prepayment of rent for 5,736 square feet, and monthly rents of $9,560 from December of 2005 through July of 2006, $9,799 from August 2006 through July of 2007, and $10,038 from August 2007 through July 2008. We also tendered a $30,144 security deposit that will be returned to the Company, in thirds, at the beginning of the 13th, 25th and 36th months, provided we do not breach the covenants set forth in the lease.

Warehouse Facility

     We have a warehouse facility agreement with UPS, pursuant to which we lease warehouse space from them in their climate-controlled warehouse in Denver Colorado.

Development Lots

     Description. Until November 10, 2004, Lifevantage owned 91 “development lots” in Lawrence, Colorado. Management evaluated the value of these properties and determined that the total value was not greater than $25,000. In November 2004, we consummated an agreement with a shareholder and creditor, Donald Smith, by which Mr. Smith canceled indebtedness owed to him by Lifeline Therapeutics of about $20,000 in exchange for a quitclaim deed conveying those lots to him. Mr. Smith also assumed any environmental liability to which the property might be subject.

     Risk of Environmental Liabilities. Lifevantage owned mining properties in the Yaak River mining district of Montana from approximately 1993 until 1999. Lifevantage maintained these mining properties pursuant to Montana law, but never conducted any mining operations or ore processing at these mining properties. Prior to completing the Reorganization, Lifeline Nutraceuticals’ management and consultants reviewed the records of Lifeline Therapeutics’ prior ownership and certain publicly available records relating to the properties. Based on that review, management does not believe that the former ownership of these mining properties by Lifeline Therapeutics created any likely environmental liability for Lifevantage under existing federal and state laws.

     However, we understand that the State of Montana Department of Environmental Quality (“DEQ”) is aware of the former Montana properties as having residues from past mining, but we also believe that the DEQ does not consider these remote properties as a high priority. Since DEQ funding is limited, the DEQ is able to address only a few high priority properties. It is likely to be many years, if ever, before the DEQ would review these properties. Also, it is more likely any mining residues would be addressed under a separate DEQ program funded by the federal Surface Mining Control and Reclamation Act, which simply resolves any residual environmental problems at mine sites and does not pursue owners or former owners, as might be the case under the Montana state cleanup laws. Since we have not performed on-site environmental studies to evaluate any environmental circumstances of these former properties, there remains a risk that there

may be material environmental liabilities associated with our former property interests in Montana for which we may be liable, however we cannot provide a reasonable estimate of such risk.

     We are not aware of any potential for environmental liabilities on the 91 lots we owned in Lawrence, Colorado.

LEGAL PROCEEDINGS

     On December 7, 2005 an individual, Mr. John Bradley, commenced a lawsuit naming Lifeline Therapeutics, Inc. and Lifeline Nutraceuticals Corporation, and others as defendants in District Court, Arapahoe County, Colorado. Mr. Bradley, alleged that he was entitled to additional compensation, in the form of approximately 450,000 shares of our Series A common stock, for services rendered to the Company and Lifeline Nutraceuticals. Principally, the suit alleged violations of the Colorado Securities Act, breach of contract, and fraudulent inducement.

     On January 30, 2006, we filed a Motion to Dismiss Mr. Bradley’s claims with the District Court. After written briefing and a hearing, the District Court granted this Motion, without prejudice, on May 16, 2006.

     On May 31, 2006, Mr. Bradley filed a Motion for Reconsideration of Order Granting Defendants’ Motion to Dismiss, or, in the Alternative, for New Hearing. On June 14, 2006, the Motion for Reconsideration was denied.

     The Company filed a Motion for Payment of Attorney’s Fees and on June 14, 2006, the Motion was granted. In a letter dated September 1, 2006, Mr. Bradley agreed to pay certain amounts in respect of legal fees to Lifeline Therapeutics, Inc., Lifeline Nutraceuticals Corporation and the other defendants, and to file a stipulation and dismissal of the action.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION OR PLAN OF OPERATION

     The statements contained in this report that are not purely historical are forward-looking statements. “Forward-looking statements” include statements regarding our expectations, hopes, intentions, or strategies regarding the future. Forward-looking statements include: statements regarding future products or product development; statements regarding future selling, general and administrative costs and research and development spending, and our product development strategy; statements regarding future capital expenditures and financing requirements; and similar forward looking statements. It is important to note that our actual results could differ materially from those in such forward-looking statements.

Overview

     This management’s discussion and analysis discusses the financial condition and results of operations of Lifevantage Corporation and its wholly-owned subsidiary, Lifeline Nutraceuticals, Inc. (“Lifeline Nutraceuticals” or “LNC”). Lifevantage Corporation (the “Company”, “Lifevantage”, or “we”, “us” or “our”) was formed as a Colorado corporation in June 1988 under the name “Andraplex Corporation.” We amended our name to “Yaak River Resources, Inc.” in January 1992 and to Lifeline Therapeutics, Inc. in October 2004. Our principal place of business is at Suite 1970, 6400 South Fiddler’s Green Circle, Greenwood Village, CO 80111, telephone (720) 478-1711, fax (720) 488-1722.

     At the present time, we have only a single product, Protandim^®. We developed Protandim^®, a proprietary blend of ingredients that has (through studies on animals and humans) demonstrated the ability to enhance Superoxide Dismutase (“SOD”) in brain, liver, and blood, the primary battlefields for oxidative stress. Protandim^® is designed to induce the human body to produce more of its own catalytic anti-oxidants, and to decrease the process of lipid peroxidation, an indicator of oxidative stress. Each component of Protandim^® has been selected on its ability to meet these criteria. Low, safe doses of each component ensure that unwanted additional effects that might be associated with one or another of the components are not seen with the formulation.

     We sell Protandim^® directly to individuals as well as to retail stores. We began significant sales of Protandim^® in the fourth quarter ended June 30, 2005. In June 2005, the Company and Protandim^® were discussed on a nationally-televised news program, which led to a substantial increase in sales. Between June 2005 and August 2006, direct sales of Protandim^® have declined on a monthly basis as we have not received continuing similar national news exposure. During the fiscal year ended June 30, 2006, our expenditures related to company initiated sales and marketing activities increased with the objective of increasing sales volume levels.

     Our research efforts to date have been focused on investigating various aspects and consequences of the “imbalance of oxidants and anti-oxidants,” an abnormality which is a central underlying feature in many disorders. We intend to continue our research, development, and documentation of Protandim^® to provide credibility to the market. We also anticipate undertaking research, development, testing, and licensing efforts to be able to introduce additional products under the Protandim^® brand name in the future, although we cannot offer any assurance that we will be successful in this endeavor.

     The primary operational components of our business are outsourced to companies that we believe possess a high degree of professionalism and achievement in their particular field of endeavor. One advantage of outsourcing we hope to achieve is a more direct correlation of the costs we incur to our level of product sales versus the relatively high fixed costs of building our own infrastructure to accomplish these same tasks. Another advantage of this structure is to minimize our commitment of resources to the human capital required to manage these operational components successfully. Outsourcing also provides additional capacity without significant advance notice and often at an incremental price lower than the unit prices for the base service.

     Our expenditures during fiscal 2006 consisted primarily of marketing expenses, operating expenses, payroll and professional fees, customer service, research and development and product manufacturing for the marketing and sale of Protandim^®. During 2005, our expenditures consisted primarily of payroll expenses, operating expenses, professional fees, continuing research and development, raw material acquisition and product manufacturing for the prospective marketing and sale of Protandim^®.

Recent Developments

Resignation of Stephen K. Onody

     Mr. Stephen Onody has resigned as our Chief Executive Officer and as a member of our Board of Directors effective December 15, 2006. Mr. Onody has agreed to provide the Board of Directors and the Company with consulting services during the two months following his resignation in order to assist the Board of Directors and the Company during the transition period. At this time, our Board of Directors appointed Mr. John Van Heuvelen, the Chairman of the Board, as the Company’s interim Chief Executive Officer to fill the vacancy created by Mr. Onody’s departure. Effective December 21, 2006, the Board of Directors appointed Mr. James J. Krejci as the Company’s Chief Executive Officer. Mr. Krejci became a director of Lifevantage in April 2005. Prior to accepting the position as the Company’s CEO, Mr. Krejci was a private investor and served as a director of the Epilepsy Foundation of Colorado. Prior to this position, he served as Area Director and then Executive Director for the American Diabetes Association from 2002-2004. From 1998-2002, Mr. Krejci was the CEO and Chairman of Comtec International, Inc. Mr. Krejci has additional prior experience in the medical industry with the 3M Company, General Electric Medical Division, and as President of a division of the Becton-Dickinson Company. He also has extensive prior experience in additional high tech and telecommunication startups and turnarounds with Imagelink Technologies, Inc., International Game Technology, and Jones International Ltd./Jones Intercable Inc. Mr. Krejci also teaches Marketing Management, Principles of Leadership, Marketing Research and Management Theory and Practice at the University of Phoenix Online Graduate School of Business. He received a B.S in Chemical Engineering and an MBA in Marketing from the University of Wisconsin with the distinction of graduating first in the MBA class.

Resignations of Javier W. Baz, H. Leigh Severance, Larry Gold and William Lister as Directors

     Effective 5:00 p.m. on December 13, 2006, each of Mr. H. Leigh Severance and Mr. Javier W. Baz resigned as a director on the Company’s Board of Directors. In addition, effective December 20, 2006, Dr. Larry Gold resigned as director of the Company’s Board, and effective December 22, 2006, Mr. William L. Lister also resigned as a director of the Company’s Board. In none of the foregoing resignations did the director inform the Company that his resignation was due to a dispute with the Company’s management or Board of Directors.

Name Change

     As previously noted, in conjunction with a modification to the Company’s Articles of Incorporation, the Company’s shareholders approved a name change from Lifeline Therapeutics, Inc. to Lifevantage Corporation.

CVS/pharmacy

     In July 2006, Lifevantage entered into a purchase order arrangement with CVS/pharmacy for the sale of Protandim^® throughout the CVS drugstore chain, which includes more than 6,100 stores throughout the United States, including the Sav-on and Osco stores recently acquired by CVS.

     As part of the launch, CVS/pharmacy will co-market Protandim^® through a variety of initiatives, including national print advertisements in over 800 publications, in-store signage, and off-shelf merchandising.

Discussions with the Staff of the Securities and Exchange Commission

     We have been in discussion with the Securities and Exchange Commission regarding, among other issues, the accounting for the convertible debentures issued by us in 2005, as well as the accounting for goodwill from the purchase of the minority interest of LNC in 2005. The outcome of such discussions with the SEC resulted in adjustments to certain amounts reported in our financial statements issued for the years ended June 30, 2006 and 2005 as well as the current filing. These adjustments affected the presentation and classification of amounts and costs relating to certain patents, goodwill, and additional paid-in capital on our balance sheet. In resolving the above items with the SEC, the Company requested the SEC’s determination and resolution

regarding the Company’s revenue recognition policy. As a result of its discussions with the SEC, the Company determined that its revenue recognition policy would be to utilize the sell-through amounts from the distributor to the consumer to recognize revenue for sales to a distributor with right of return provisions, and then apply an allowance for product returns.

Hiring of Chief Financial Officer

     On January 4, 2006, Gerald J. Houston became Chief Financial Officer of Lifevantage. Mr. Houston replaced Mr. William B. Kutney who had served as the Company’s Chief Financial Officer since August 2005. Mr. Houston has most recently provided financial management consulting to early stage healthcare and biotechnology companies. Prior to that, as CFO of OpVista, Inc., an optical transport systems company based in Irvine, CA, he spearheaded the raising of $28 million in private funding as well as establishing the financial and administrative base of the company. He has held senior financial management positions at ROLM Corporation, IBM, Measurex Corporation and Spacelabs Medical. He received his B.A. from Georgetown University and M.B.A. from the Wharton School of Finance and Commerce.

Material Changes in Operating Results – Three Months ended September 30, 2006 as compared to the Three Months ended September 30, 2005

     Sales We generated revenues of approximately $2,075,500 during the three months ended September 30, 2006 and approximately $2,964,600 during the same period of the prior fiscal year. For the three month periods ended September 30, 2006 and 2005, cost of sales was approximately $375,600 and $596,600 resulting in a gross profit of approximately $1,699,900 and $2,368,000, respectively. The decrease in sales and gross profit was due to a nationally televised news program in June 2005 which led to substantial sales during the three month period ended September 30, 2005. No similar national news exposure occurred during the three month period ended September 30, 2006.

     Gross Margin Our gross profit percentage for the three month periods ended September 30, 2006 and 2005 was 82% and 80%, respectively. The slight increase in margin is due to the recognition of higher margin distributor revenue during the three month period ended September 30, 2006.