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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                  February 4, 2008  Mr. Bradford K. Amman Treasurer Lifevantage Corporation  Suite 1970 6400 S. Fiddler’s Green Circle Greenwood Village, Colorado   80111

 Re: Item 4.01 Form 8-K
 Filed January 30, 2008                 File No. 000-30489

Dear Mr. Amman:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revision unnecessary.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.01 8-K

1. Please amend your filing to state, if true, th at in connection with the audits of the
Company’s financial statements for th e fiscal years ended June 30, 2007 and
2006, and in the subsequent interim peri od through January 30, 2008, the date of
the dismissal of the former accountant, there were no disagreements with Gordon,
Hughes & Banks, LLP ("GH&B") on any matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure which, if
not resolved to the satisfaction of GH&B, would have caused GH&B to make
reference to the subject matter of the disa greement in connection with its report.

Mr. Bradford K. Amman
Lifevantage Corporation February 4, 2008 Page 2
 Describe each such disagreement as a pplicable in accordance with Item
304(a)(1)(iv) of Regulation S-B.
2. Please revise the fourth paragraph of your Item 4.01 to state, if  true, that during
the years ended June 30, 2007 and 2006, and the subsequent interim period
through January 30, 2008, GH&B did not advi se the company of any reportable
events as described in Item 304( a)(1)(iv)(B) of Regulation S-B.
3. Upon amending your filing, please include, as Exhibit 16, an updated letter from
your former accountants, Gordon, Hughes & Banks, LLP, as required by Item 304(a)(3) of Regulation S-B. Please ensure that your former accountants date their
letter.

*    *    *    *

As appropriate, please amend your filing in response to these comments and
provide us the information requested within 5 business days of the da te of this letter or
tell us when you will provide a response pr ior to the expiration of the 5-day period.
Please furnish a letter with your response that keys your responses to our comments.
Detailed letters greatly facil itate our review.  You should fu rnish the letter to us via
EDGAR under the form type label CORRESP.   Please understand that we may have
additional comments after reviewin g your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Mr. Bradford K. Amman
Lifevantage Corporation February 4, 2008 Page 3
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 If you have any questions, please do not hesitate to call me at (202) 551-3656.

Sincerely,
          I b o l y a  I g n a t          S t a f f  A c c o u n t a n t