SEC Comment Letter for Lifevantage Corp (LFVN) (CIK 0000849146) (LFVN) — Jan 25, 2007
Lifevantage Corp (LFVN) (CIK 0000849146)
Date: Jan. 25, 2007 · CIK: 0000849146 · Accession: 0000000000-07-004123
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-126288
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 December 20, 2006 Mr. John Van Heuvelen Chief Executive Officer Lifevantage Corporation 6400 South Fiddler`s Green Circle Suite 1970 Englewood, Colorado 80111
Re: Lifevantage Corporation Registration Statement on Form SB-2 File No. 333-126288 Filed: December 15, 2006 Annual Report on Form 10-KSB/A for the Fiscal Year ended June 30, 2006 File No. 0-30489
Dear Mr. Van Heuvelen:
We have reviewed your amended filings and have the following comments. We may have further comments after reviewing your next amendment. Please contact any of the individuals listed at the end of this letter with any questions.
Registration Statement on Form SB-2
General
1. We note your February 3, 2006 supplemental response to comment 29 of our July 27, 2005 letter that it was your belief that your agreement with GNC was not a material contract because there had not been a si gnificant number of sales of your product under this agreement. We also note your statement that you would continue to evaluate the significance of this agreement to determine its materiality. In light of the fact that a total of $748,230 of revenue previously de ferred was recognized from the GNC agreement in the three months ended September 30, 2006, please file this agreement as an exhibit. Additiona lly, please file your agreement with CVS/pharmacy as an exhibit to the registra tion statement, or tell us why you believe it is not a material contract.
Mr. John Van Heuvelen Lifevantage Corporation Page 2 of 2 Form 10-KSB/A for the Fiscal Year ended June 30, 2006
Item 8A – Controls and Procedures
2. We note the restatement described in No te 2 to the financial statements. We understand that the 1 million share issuance is now valued at $2 per share consistent with the concurrent private placement a nd the guidance in Section 404.04.a of the Financial Reporting Codification. Furthermore, we understand that the purchase price has been assigned to identified intangibles, consistent with the guidance in paragraph A14 of SFAS 141. Given the material restatement, please clarify for us how you concluded that your controls a nd procedures were effective.
Closing Comments
You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her absence, Al Pavot, Staff Accountant, at (202) 551-3738 if you have any questions regarding comments on the financ ial statements and related matters.. Please contact Craig Slivka, Staff Attorney, at (202) 551-3729 with any other questions.
S i n c e r e l y ,
Pamela A. Long, Assistant Director
cc: Alan Talesnick, Esq. Jon Ploetz, Esq. (303) 894-9239
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
December 20, 2006
Mr. John Van Heuvelen
Chief Executive Officer
Lifevantage Corporation
6400 South Fiddler`s Green Circle
Suite 1970
Englewood, Colorado 80111
Re: Lifevantage Corporation
Registration Statement on Form SB-2
File No. 333-126288
Filed: December 15, 2006
Annual Report on Form 10-KSB/A for the Fiscal Year ended June 30, 2006
File No. 0-30489
Dear Mr. Van Heuvelen:
We have reviewed your amended filings and have the following comments. We
may have further comments after reviewing your next amendment. Please contact any of
the individuals listed at the end of this letter with any questions.
Registration Statement on Form SB-2
General
1. We note your February 3, 2006 supplemental response to comment 29 of our July 27, 2005 letter that it was your belief that your agreement with GNC was not a material
contract because there had not been a si gnificant number of sales of your product
under this agreement. We also note your statement that you would continue to
evaluate the significance of this agreement to determine its materiality. In light of the
fact that a total of $748,230 of revenue previously de ferred was recognized from the
GNC agreement in the three months ended September 30, 2006, please file this agreement as an exhibit. Additiona lly, please file your agreement with
CVS/pharmacy as an exhibit to the registra tion statement, or tell us why you believe
it is not a material contract.
Mr. John Van Heuvelen
Lifevantage Corporation
Page 2 of 2
Form 10-KSB/A for the Fiscal Year ended June 30, 2006
Item 8A – Controls and Procedures
2. We note the restatement described in No te 2 to the financial statements. We
understand that the 1 million share issuance is now valued at $2 per share consistent
with the concurrent private placement a nd the guidance in Section 404.04.a of the
Financial Reporting Codification. Furthermore, we understand that the purchase price
has been assigned to identified intangibles, consistent with the guidance in paragraph
A14 of SFAS 141. Given the material restatement, please clarify for us how you concluded that your controls a nd procedures were effective.
Closing Comments
You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence, Al Pavot, Staff Accountant, at (202) 551-3738 if you have any questions
regarding comments on the financ ial statements and related matters.. Please contact Craig
Slivka, Staff Attorney, at (202) 551-3729 with any other questions.
S i n c e r e l y ,
Pamela A. Long,
Assistant Director
cc: Alan Talesnick, Esq.
Jon Ploetz, Esq.
(303) 894-9239