corresp
6400 S Fiddlers Green Circle, Suite 1970 Greenwood Village CO 80111 Phone: 720-488-1711 Fax: 720-488-1722
January 10, 2007
BY FACSIMILE (202) 772-9218 AND EDGAR
Ms. Pamela A. Long
Securities And Exchange Commission
100 F Street
Mail Stop 7010
Washington, D.C. 20549
|
|
|
Re:
|
|
Lifevantage Corporation |
|
|
Registration Statement on Form SB-2/A |
|
|
Filed December 29, 2006 |
|
|
File No.333-126288 |
Dear Ms. Long:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as
amended, Lifevantage Corporation (the Company) hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that the Registration Statement may
become effective at 4:30 p.m. Eastern Time on Friday, January 12, 2007, or at such later time as
the Company may request by telephone to the Commission.
The Company hereby confirms that it is aware of its obligations under the Securities Act and
the Securities Exchange Act of 1934, as amended, with respect to the registration of securities
specified in the above-referenced Registration Statement. Further, the Company acknowledges that:
|
|
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing; |
|
|
|
the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and |
Ms. Long
January 10, 2007
Page 2
|
|
the Company may not assert the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States. |
If you or any member of the Staff has comments or questions, please contact our counsel at
Patton Boggs, LLP, Alan Talesnick at (303) 894-6378 or Melissa Mong at (303) 894-6131.
Very truly yours,
LIFEVANTAGE CORPORATION
|
|
|
|
|
|
|
|
|
By: |
/s/ Gerald J. Houston
|
|
|
|
Gerald J. Houston, Chief Financial Officer |
|
|
|
|
|
|
|
|
|
cc:
|
|
Mr. Craig Slivka |
|
|
Alan L. Talesnick, Patton Boggs, LLP |