(Exact name of registrant as specified in its charter)

Colorado		90-0224471
(State of Incorporation)		(I.R.S. Employer Identification No.)

11545 W. Bernardo Court
Suite 301
San Diego, California 92127
(Address of principal executive offices)

(Full title of the plan)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Jonathon Taylor, Esq.
Kendall, Koenig & Oelsner PC
999 Eighteenth Street
Suite 1825
Denver, Colorado 80202
(303) 672-0104

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

Large accelerated filer o		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company þ

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Title of Securities

Amount to be

Maximum Offering

Aggregate Offering

Amount of

to be Registered

Registered (1)

Price Per Share (2)

Price (2)

Registration Fee (3)

Common Stock, par value $.001 per share

4,000,000 shares

$0.755

$3,020,000

$168.52

 

 

Page 1 of 4

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-144247

     Lifevantage Corporation is hereby registering 4,000,000 additional shares of its Common Stock for issuance under its 2007 Long Term Incentive Plan. The contents of Registration Statement on Form S-8 No. 333-144247 filed with the Securities and Exchange Commission on June 29, 2007 are incorporated by reference herein.

EXHIBITS

Exhibit
Number		Description
5.1		Opinion of Kendall, Koenig & Oelsner PC
23.1		Consent of Ehrhardt Keefe Steiner & Hottman PC
23.2		Consent of Gordon, Hughes & Banks, LLP
23.3		Consent of Kendall, Koenig & Oelsner PC is contained in Exhibit 5.1 to this Registration Statement
24.01		Power of Attorney is contained on the signature pages

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on April 22, 2009.

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David W. Brown and Bradford K. Amman and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ David W. Brown    David W. Brown		President and Chief Executive Officer (Principal Executive Officer)		April 17, 2009
/s/ Bradford K. Amman    Bradford K. Amman		Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)		April 15, 2009
/s/ Jack R. Thompson    Jack R. Thompson		Chairman of the Board of Directors and Director		April 15, 2009
/s/ Dr. Joe McCord    Dr. Joe McCord		Director		April 17, 2009
/s/ Dr. James D. Crapo    Dr. James D. Crapo		Director		April 17, 2009
/s/ Richard D. Jones    Richard D. Jones		Director		April 15, 2009
/s/ Garry Mauro    Garry Mauro		Director		April 20, 2009

EXHIBIT INDEX

Exhibit
Number		Description
5.1		Opinion of Kendall, Koenig & Oelsner PC
23.1		Consent of Ehrhardt Keefe Steiner & Hottman PC
23.2		Consent of Gordon, Hughes & Banks, LLP
23.3		Consent of Kendall, Koenig & Oelsner PC is contained in Exhibit 5.1 to this Registration Statement
24.01		Power of Attorney is contained on the signature pages