SecProbe.io

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 March 18, 2026   VIA EDGAR   Division of Corporation Finance Office of Life Sciences United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549   Attention: Tyler Howes   Re: Acceleration Request of LifeVantage Corporation Registration Statement on Form S-3 Filed March 10, 2026 (File No. 333-294183)   Ladies and Gentlemen: Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, LifeVantage Corporation (the “ Registrant ”) hereby requests that the Securities and Exchange Commission (the “ Commission ”) accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Friday, March 20, 2026, or as soon thereafter as practicable. The Registrant hereby authorizes Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration. Thank you for your assistance. If you should have any questions, please contact Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.     Very truly yours,     /s/ Carl A. Aure Carl A. Aure Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 16, 2026

Steven Fife
Chief Executive Officer
LifeVantage Corporation
3300 Triumph Blvd., Suite 700
Lehi, UT 84043

 Re: LifeVantage Corporation
 Registration Statement on Form S-3
 Filed March 10, 2026
 File No. 333-294183
Dear Steven Fife:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kirt W Shuldberg, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 27, 2023
Ryan Nebel
Partner, Olshan Frome Wolosky LLP
Lifevantage Corp
1325 Avenue of the Americas
New York, NY 10019
Re:Lifevantage Corp
Definitive Additional Soliciting Materials Filed by Bradley L. Radoff et al.
Filed October 25, 2023
File No. 001-35647
Dear Ryan Nebel:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Definitive Additional Soliciting Materials
Press Release, page 1
1.You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of illegal, improper or immoral conduct
without factual foundation. Provide us supplementally, or disclose, the factual foundation
for your statements listed below. In this regard, note that the factual foundation for such
assertions must be reasonable. Refer to Rule 14a-9.

•"Uncovers LifeVantage’s Troubling Pay-for-Play Tactics..."
•"Believes Recent Letter Represents a Paid Advertisement and Fake Endorsement
Placed by LifeVantage to Trick Stockholders into Believing a Critical Mass of
Consultants Support Long-Tenured Chairman Garry Mauro and Other Targeted
Directors"
•"Urges Stockholders to Vote for Aligned and Ethical Nominees..." (emphasis added)

 FirstName LastNameRyan Nebel
 Comapany NameLifevantage Corp
 October 27, 2023 Page 2
 FirstName LastName
Ryan Nebel
Lifevantage Corp
October 27, 2023
Page 2
•“…[certain LifeVantage directors] have resorted to seemingly deceitful and unethical
measures to try to win stockholders’ support.”
•“…the recently issued letter purportedly signed by LifeVantage
consultants…represents little more than an undisclosed advertisement and bogus
endorsement.”
•“…our Group has grown increasingly troubled about certain additional undisclosed
conflicts that have come to light in recent days…”
2.Please provide us support for your disclosure that "We have learned through trusted
sources that Mr. Daniels is also being paid by
LifeVantage…"
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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April 4, 2023

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joshua Gorsky

Re:       Acceleration Request of LifeVantage Corporation

Registration Statement on Form S-3

Filed March 31, 2023

(File No. 333-271061)

Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, LifeVantage Corporation (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on Thursday, April 6, 2023, or as soon thereafter as practicable.

The Company hereby authorizes Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, to orally modify or withdraw this request for acceleration.

Thank you for your assistance.  If you should have any questions, please contact Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.

Very truly yours,

/s/ Carl A. Aure

Carl A. Aure

Chief Financial Officer

United States securities and exchange commission logo
April 4, 2023
Steven R. Fife
President and Chief Executive Officer
LifeVantage Corporation
3300 Triumph Blvd., Suite 700
Lehi, UT 84043
Re:LifeVantage Corporation
Registration Statement on Form S-3
Filed March 31, 2023
File No. 333-271061
Dear Steven R. Fife:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kirt W Shuldberg, Esq.

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April 1, 2020

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:         Ms. Ada D. Sarmento

Re: Acceleration Request of LifeVantage Corporation

 Registration Statement on Form S-3, filed March 24, 2020

 (File No. 333-237376)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, LifeVantage Corporation (the “Registrant”) hereby requests that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement, to 4:00 p.m., Eastern Time, on April 3, 2020, or as soon thereafter as practicable.

Thank you for your assistance.  If you should have any questions, please contact Kirt Shuldberg of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Registrant, at (858) 436-8060.

 Very truly yours,

 LifeVantage Corporation

 /s/ Steven R. Fife

 Steven R. Fife

 Chief Financial Officer

March 31, 2020
Darren Jensen
Chief Executive Officer
LifeVantage Corporation
9785 S. Monroe Street, Suite 400
Sandy, UT 84070
Re:LifeVantage Corporation
Registration Statement on Form S-3
Filed March 24, 2020
File No. 333-237376
Dear Mr. Jensen:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kirt W. Shuldberg, Esq.

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		SEC Response Letter

Kirt W Shuldberg

Writer’s Direct LIne:  858.720.7442

Writer’s Direct Fax:  858.523.6712

kshuldberg@sheppardmullin.com

September 27, 2013

VIA EDGAR AND ELECTRONIC MAIL

Nicholas P. Panos
Senior Special Counsel

Office of Mergers & Acquisitions
Division of Corporate Finance

United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:     LifeVantage Corporation

Schedule TO-I filed September 24, 2013

File No. 005-80096

Dear Mr. Panos:

On behalf of LifeVantage Corporation (the “Company”), we enclose for filing under the Securities Exchange Act of 1934, as amended, Amendment No. 1 to the above-referenced Schedule TO-I (the “Schedule TO”).

The Schedule TO contains revisions that have been made in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission in the Staff’s comment letter dated September 25, 2013.  Set forth below are the Company’s responses to the Staff’s comments.  The numbers of the responses and headings set forth below correspond to the numbered comments and headings on the letter from the Staff.  For convenience, the text of the Staff’s comments appears in italics in each item below.

Offer to Purchase

Are there any conditions to the Offer?

1.

 We noticed that the offer is subject to a financing condition, but observed that other disclosure within the Offer to Purchase makes clear that the issuer expects to have its line of credit in place with five business days remaining in the offer.  To the extent that the line of credit is not in place by that time, please advise us, with a view toward revised disclosure, whether the issuer expects to extend the offer period to account for the material change of the offer transitioning from being unfinanced.  See Rule 13e-4(d)(2) and (e)(3).

Response:  The Company acknowledges the Staff’s comment and advises the Staff that the Company plans to file a further amendment to the Schedule TO to provide the material terms of the line of credit at least five business days prior to the expiration of the tender offer.  In the event the line of credit has not been finalized by such time, the Company plans to amend the Schedule TO to disclose the material change in the Company’s plans

Division of Corporation Finance

September 27, 2013

Page 2

with respect to financing the tender offer and will accordingly provide for any extensions to the offering period as may be necessary pursuant to Rule 13e-4(e)(3).

Number of Shares; Purchase Price Proration

2.

 We noticed that the issuer has advised security holders that should they make the selection on the letter of transmittal that will maximize their chances of acceptance, such an election could result in the tendered shares being purchased at the minimum price.  Please revise to include the additional language from the letter of transmittal that also makes clear such an election may have the effect of lowering the purchase price paid for all shares.

Response:  The Company acknowledges the Staff’s comment and has revised its disclosure as requested to include the supplemental language from the letter of transmittal in the Offer to Purchase under Section 1 “Number of Shares; Purchase Price Proration.”

Conditions of the Offer

3.

 We noticed the language indicates each of the conditions is considered an ongoing right “that may be asserted at any time prior to the Expiration Date and from time to time.”  Please revise to remove the implication that the offer conditions may be asserted following the expiration date.

Response:  The Company acknowledges the Staff’s comment and has revised its disclosure as requested in the Offer to Purchase under Section 7 “Conditions of the Offer,” so that the referenced disclosure instead reads as follows:  “Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Date.”

4.

 To the extent that financing for the issuer tender offer has been received, please confirm that the issuer will affirmatively waive the financing condition.  In addition, please confirm that the issuer also expects to comply with Rule 13e-4(d)(2) and (e)(3) for the material change that will occur as a result of waiver of the material condition, or advise.

Response:  The Company acknowledges the Staff’s comment and confirms that the Company will affirmatively waive the financing condition when the anticipated financing has been received.  The Company confirms it expects to comply with Rule 13e-4(d)(2) and (e)(3) for the material change that will occur as a result of the waiver of the material condition. The Company plans to file an amendment to the Schedule TO disclosing such waiver.

*     *     *     *     *

Division of Corporation Finance

September 27, 2013

Page 3

The Company acknowledges 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 in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and

•

 The Company may not assert Staff comments as a defense to any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Questions or comments regarding any matters with respect to the Schedule TO may be directed to the undersigned at (858) 720-7442.  Comments may also be sent via facsimile to (858) 523-6712.

 Very truly yours,

/s/ Kirt W Shuldberg

Kirt W Shuldberg, Esq.

 for SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

cc:    Rob Cutler, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

              DIVISION OF
       CORPORATION FINANCE

                                                                                         September 2 5, 2013

Via E-mail
Rob Cutler
General Counsel
LifeVantage Corporation
9815 South Monroe Street, Suite 100
Sandy, Utah  84070

RE: LifeVantage Corporation
Schedule TO -I filed September 24, 2013
File No. 005-80096

Dear Mr. Cutler :

We have reviewed the above -captioned  filing and have the following comments.  Where
indicated, the Schedule TO should be amended  in response to these comments.  If you disagree,
we will consider your explanation as to why a comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask for information so we may better
understand your disclosure.  After reviewing this in formation, we may raise additional
comments.

 Please understand that the purpose of our review 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 welco me 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.

Offer to Purchase

Are there any conditions to the Offer?

1. We noticed that the offer is subject to a financing condition, but o bserved that other
disclosure within the  Offer to Purchase makes clear that the issuer expects to have its line of
credit in place with five business days remaining in the offer.  To the extent that the line of
credit is not in place by that t ime, please advise us, with a view toward revised disclosure,
whether the issuer expects to extend the offer period to account for the material change of the
offer transitioning from being unfinanced.  See Rule 13e -4(d)(2) and (e)(3).

Rob Cutler
LifeVantage Corporation
September  25, 2013
Page 2

 Number o f Shares; Purchase Price Proration

2. We noticed that the issuer has advised security holders that s hould they make the selection on
the letter of transmittal that wi ll maximize their chances of acceptance, such an election
could result in the tendered shares being purchased at the minimum price.  Please revise to
includ e the additio nal language from the letter of transmittal that  also makes clear  such an
election may have the effect of lower ing the purchase price  paid for all shares.

Conditions of the Offer

3. We noticed the language that indicates each of the conditions is consi dered an ongoing right
“that may be asserted at any time prior to the Exp iration Date and from time to time. ”  Please
revise to remove the implication that the offer conditions may be asserted following the
expiration date.

4. To the extent that financing for the issuer tender offer has been received, please confirm that
the issuer will affirmatively wa ive the financing conditio n.  In addition, please confirm that
the issuer also expects to comply with Rule 13e -4(d)(2) and (e)(3 ) for the material change
that will occur as a result of wai ver of the ma terial condition , or advise.

Closing Comments

Please amend the  filing to comply with our comments.  If you d o not agree with a
comment, please  tell us why in your response.  If the information you provide in response to our
comments materially changes the information already provided to unit holders, disseminate the
revised materials in a manner reasonably calculated to inform them of the new inf ormation.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the issuer is  in possession of all facts relating to its
disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.

 In connection with responding to our comments, please provide, in writing, a statement
from the issuer  acknowledging that:

 the issuer is  responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments in the filing
reviewed by the staff do not foreclose the Commis sion from taking any action with
respect to the filing; and

 the issuer  may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Rob Cutler
LifeVantage Corporation
September  25, 2013
Page 3

 In addition, please be  advised the Division of Enforcement has access to all information
you provide to the staff of the Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.   Please d irect any questions to me at (202) 551-3266.

       Sincerely,

/s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Kirt W. Shuldberg, Esq.
Sheppard Mullin Richter & Hampton LLP

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

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

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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

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    October 16, 2006

    Alan L. Talesnick

    (303) 894-6378

    atalesnick@pattonboggs.com

BY EDGAR AND OVERNIGHT COURIER

Ms. Pamela A. Long

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549

    Re:

    Lifeline Therapeutics, Inc.

    Registration Statement on Form SB-2

    File No. 333-126288

    June 30, 2005 Form 10-KSB File N

Dear Ms. Long:

     On behalf of Lifeline Therapeutics, Inc. (the “Registrant”), this letter is to address the
questions raised in your August 17, 2006 letter. The information included in this letter has been
provided to us by the Registrant.

     Please see our responses to the six comments outlined below:

Comment 1. With respect to each of the following transactions, please tell us
whether related parties were involved and if so, describe the relationship with the related
party and what percentage of the total consideration received was from a related party.

    •

    The $2.9 million of 10% bridge notes, convertible into common stock at $2 per
share, issued between January and March of 2005. The March 31, 2005 Form 10-QSB
states that the $60,000 of these securities was issued to related parties.

    •

    The $2.7 million private placement of warrants and common stock, at $2 per
share, on April 18, 2005.

    •

    The $2.3 million private placement of warrants and common stock, at $2 per
share, on May 18, 2005.

Ms. Pamela A. Long

October 16, 2006

Page 2

Response to Comment 1. Related parties were involved in the transactions, see below
for the relationship to the Registrant and the corresponding percentage of the total
consideration that was received from the related party.

    •

    The $2.9 million of 10% bridge notes, convertible into common stock at $2 per
share, issued between January and March of 2005.

Investors in the bridge notes who were related parties at the time of their investment
are as follows:

    Transaction

    Convertible

    % of

    Related Party

    Relationship

    Date

    Note

    Total

    Carol W. Streets Roth IRA

    Spouse of Former Director

    09/23/04

    $
    32,000

    Daniel W Streets

    Former Director

    11/23/04

    28,000

    Total Mr. Streets and Spouse

    $
    60,000

    2.0
    %

    Leigh Severance-PSPT

    Director

    01/17/05

    $
    75,000

    Leigh Severance-PPT

    Director

    01/17/05

    75,000

    Sharon Severance

    Spouse of Director

    2/3/2005

    10,000

    Leigh Severance-PSPT

    Director

    2/4/2005

    85,000

    Leigh Severance-PPT

    Director

    2/4/2005

    15,000

    H. Leigh Severance

    Director

    2/4/2005

    250,000

    Total Mr. Severance and Spouse

    $
    510,000

    17.3
    %

    Total related party participation

    $
    570,000

    19.3
    %

    Total borrowings

    $
    2,954,000

    100.0
    %

Note: Two bridge note investors became directors subsequent to their investment

The above information is also set forth in Item 12 – Certain Relationships and Related
Party Transactions of the Registrant’s Form 10-KSB for the fiscal year ended June 30, 2005.
On or before the January 17, 2005 sale of the January 2005 bridge notes shown above, the
placement agent committed to a price for the March-May 2005 private placement in order to
inform the prospective bridge note investor of what the pricing would be for the later
private placement. This was done to provide an incentive for the prospective bridge
investors to provide the bridge capital that the Registrant needed until

Ms. Pamela A. Long

October 16, 2006

Page 3

the funding from the private placement could be received. The investors in the bridge notes
were interested in the bridge notes only as a preliminary step to the private placement.
Unless the pricing terms were attractive, investors would not have likely invested in the
bridge notes. Accordingly, the $2.00 per share price for the March/April 2005 private
placement was established during the first two weeks of January 2005 in order that the
placement agent would be able to use this as an enticement for potential bridge investors.
(The Registrant has confirmed this information with a representative of the private
placement agent at that time.) For the 30 days preceding January 17, 2005, the price range
of the Respondent’s stock was $2.70 to $3.50 per share with a weighted average of $3.02 per
share for December 17, 2004 through January 14, 2005. The private placements that occurred
in April and May 2005 were priced in January 2005 at $2.00 per share based on the market
value of the stock in December 2004 and early January 2005 when the stock had not traded
above $3.50 per share and when the 30-day average weighted average trading price was $3.02
per share. At that time the $2.00 price represented a 34% discount from the 30-day weighted
average trading price and a discount of 38% from the closing price of $3.20 on January 14,
2005.

    •

    The $2.7 million private placement of warrants and common stock, at $2 per
share, on April 18, 2005.

No related parties invested in the April 18, 2005 private placement. As indicated above,
the $2 per share pricing occurred in early January 2005 when the trading price had not been
above $3.50 per share for the preceding 30 days even though the closing price at April 18,
2005 was $6.30.

    •

    The $2.3 million private placement of warrants and common stock, at $2 per
share, on May 18, 2005.

Investors in the May 18 private placement who were related parties at the time of their
investment are as follows:

    Transaction

    Private

    % of

    Related Party

    Relationship

    Date

    Placement

    Total

    Baz, Javier

    Director

    5/18/2005

    $
    685,627

    29.5
    %

    James D. & Kathleen D. Crapo

    Director

    5/18/2005

    50,000

    2.1
    %

    H.L. Severance, Inc. Profit Sharing
Plan

    Controlled by Director

    5/18/2005

    25,000

    1.1
    %

    Race Place Investments Corporation,
LLC

    Controlled by Director

    5/18/2005

    50,000

    2.1
    %

    Severance, Leigh

    Director

    5/18/2005

    25,000

    1.1
    %

    Total related party participation

    $
    835,627

    35.9
    %

    Total May 18, 2005 private placement

    $
    2,326,627

    100.0
    %

All related party investments were at the same terms as all other investors

Ms. Pamela A. Long

October 16, 2006

Page 4

The closing price of the Registrant’s stock on May 18, 2005 was $7.65 per share. The
price range of the Respondent’s stock for the 30 days preceding May 18, 2005 was $4.40 to
$7.65 per share with a weighted average of $5.93 per share. However, the private placement
price was determined during the first two weeks of January 2005, when the weighted average
price trading for the 30 days preceding January 17, 2005 was $3.02 per share.

Comment 2. With respect to the above three transactions, please describe for us how
the restrictions on resale differ from the resale restrictions attached to the 1 million
shares issued March 10, 2005 to Mr. Barber. The March 10, 2005 Settlement and Release
Agreement appears to suggest that the securities issued to Mr. Barber have materially
different restrictions.

Response to Comment 2.

The restrictions covering the shares of common stock issued to Mr. Barber (the “Barber
Shares”) and the restrictions covering the shares of common stock issued or issuable in the
other three transactions described under Comment 1 above (the “Other Shares”) are
substantially the same with respect to the sales in the public market after the effective
date of the Registration Statement. Although after the Registration Statement becomes
effective, Mr. Barber is restricted to the sale of 150,000 shares during the first and each
subsequent 90-day period. This restriction does not appear to make a practical difference
because, given the current limited trading volume of the Registrant’s common stock, and
assuming the effectiveness of the registration statement (which is the event that triggers
the limitation and which would render free-trading status to, and the possible sale of, the
other shares subject to the registration statement), the limitation of 150,000 shares for
each of the 90-day periods appears to exceed the amount that would be practically feasible
for the Registrant to sell during the time period anyway.

Comment 3. On March 10, 2005 you acquired the remaining minority shareholder
interest in Lifeline Nutraceuticals by issuing 1,000,000 shares of your common stock. We
note that you allocated the entire purchase consideration to goodwill. It is unclear to us
why you did not allocate a portion of the purchase price to other intangible assets as

Ms. Pamela A. Long

October 16, 2006

Page 5

required by paragraph 37 of SFAS 141. In this regard, we note the discussion of
intellectual property rights on page 8 of the Form SB-2 filed June 30, 2005. Given that
Protandim sales commenced March 2005, it would appear that a substantial allocation should
be made to the acquired interest in the product. Exhibit A to your May 26, 2006 letter also
identifies “Intellectual Property in the form of patent applications... owned by Lifeline
Nutraceuticals” as the number one reason that the minority interest was acquired. This
asset must be separately valued pursuant to 39 and A14e of SFAS 141. Paragraph A14 of SFAS
141 also lists other examples of intangible assets that meet the criteria for recognition
apart from goodwill.

Response to Comment 3. On March 10, 2005, the minority interest of our subsidiary
was acquired through the issuance of 1,000,000 shares of common stock and the entire
purchase consideration was allocated as goodwill.

The Registrant has the policy of capitalizing legal and other costs associated with the
acquisition of patents into patent costs. Amortization of these patent costs will start
once the patents are granted. As of March 10, 2005, only $26,000 of patent costs had been
incurred and capitalized into intangibles.

According to SFAS 141, Business Combinations, paragraph 39, “an intangible asset shall be
recognized as an asset apart from goodwill...only if it is separable, that is, it is capable
of being separated or divided from the acquired entity and sold, transferred, licensed,
rented, or exchanged (regardless of whether there is an intent to do so)”. Please see SFAS
141, paragraph 39 that is set forth below. The nature and intent of the transaction with
Mr. Barber was purely to acquire the remaining minority interest in Lifeline Nutraceuticals,
and management did not believe that there were any intangible assets arising separately from
goodwill in the manner described in SFAS 141, paragraph 39.

SFAS 141, paragraph 39, states, “An intangible asset shall be recognized as an asset apart
from goodwill if it arises from contractual or other legal rights (regardless of whether
those rights are transferable or separable from the acquired entity or from other rights and
obligations). If an intangible asset does not arise from contractual or other legal rights,
it shall be recognized as an asset apart from goodwill only if it is separable, that is, it
is capable of being separated or divided from the acquired entity and sold, transferred,
licensed, rented, or exchanged (regardless of whether there is an intent to do so).”

The facts and circumstances surrounding the transaction with Mr. Barber drove the allocation
of the purchase consideration entirely to goodwill. At the time of the transaction, neither
the Registrant nor the subsidiary had applied for a patent. Mr. Barber did not own directly
any portion of the patents and trademarks prior to the date of the

Ms. Pamela A. Long

October 16, 2006

Page 6

transaction. If he had, a portion of the purchase price would have been allocated to
intangibles.

In reviewing the transaction with Mr. Barber, the transaction was undertaken for the
following business reasons:

    1.

    Lifeline Nutraceuticals was the operating company with the intellectual
property, business relationships, etc. Lifeline Therapeutics, from both a corporate and
a financial community perspective wanted to own 100% of this subsidiary in order to
simplify the corporate structure and to enhance the possibility of increasing the
market value of the Registrant’s common stock; and

    2.

    By owning 100% of the subsidiary, the Registrant could eliminate concerns over
fiduciary relationships between the companies as operations were initiated.

According to SFAS 141, paragraph 43, “[t]he excess of the cost of an acquired entity over
the net of the amounts assigned to assets acquired and liabilities assumed shall be
recognized as an asset referred to as goodwill. An acquired intangible asset that does not
meet the criteria in paragraph 39 shall be included in the amount recognized as goodwill.”
As the consideration received in the transaction with Mr. Barber was not considered
separable from goodwill and did not meet the criteria in SFAS 141, paragraph 39, the
Respondent believes the entire intangible asset should be reflected as goodwill.

Comment 4. We note the Settlement and Release Agreement included as exhibit 10.1 to
your Form 10-K filed March 14, 2005. Part I.G. of the contract specifically states that the
settlement addressed the parties “desire to avoid the uncertainty, time, and expense of
litigating their dispute”. Consequently, part of the consideration must be allocated to the
legal settlement. This allocation should approximate the difference between the fair value
of the 1 million shares and the equivalent fair value of the acquired business as determined
by your independent valuation specialist. Page 17 of the Quist Valuation report documents
their conclusion that the fair value of Lifeline was $36 million which, in light of the
18,111,064 shares outstanding on March 31, 2005, equates to $2 per share. Based on
management’s $5.31 fair value estimate, the portion allocable to the acquired minority
interest would be $2 per share and the portion allocable to legal settlement would be the
remainder ($3.31 per share). Given the specific language in the settlement agreement, it
appears inappropriate that legal expense was not recognized.

Response to Comment 4. The Settlement and Release Agreement entered into with Mr.
Barber addresses the entire agreement with Mr. Barber. This includes the share exchange
which is separate from consideration of $250,000 paid to Mr. Barber for a covenant not to
compete. As a separate condition, Mr. Barber permanently waived his rights to claim

Ms. Pamela A. Long

October 16, 2006

Page 7

any amounts owed for services rendered, costs, expenses, and any other amounts advanced or
claimed as owed by Lifeline through the date of the Agreement.

While it is correct that the parties desired “to avoid the uncertainty, time, and expense of
litigating their dispute”, it appears that the purchase of the minority interest did not
include consideration for legal expenses related to a settlement. Further, as the agreement
indicates, the purchase transaction is a separate transaction from other provisions of the
agreement including the non-compete agreement, claims for prior services rendered,
nondisclosures, non-disparagement and other separately identifiable and agreed upon terms.
In addition, the Registrant believes that the value of the stock paid to Mr. Barber was not
less than the value of the stock acquired in the subsidiary (see response to Comment 5).
Therefore, there is nothing allocable to legal expenses from this part of the transaction.

Accordingly, the Registrant does not believe there is a reason to allocate any portion of
the purchase price on the minority interest to legal expense. Doing so would be outside the
scope of the agreement and would be allocated without merit.

An independent entity named Quist Valuation (“Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

August 17, 2006
Mr. Stephen K. Onody, CEO
Lifeline Therapeutics, Inc.
6400 South Fiddler`s Green Circle
Suite 1970
Englewood, Colorado 80111

Re: Lifeline Therapeutics, Inc.
 Form SB-2 File No. 333-126288
 June 30, 2005 Form 10-KSB File No. 0-30489

Dear Mr. Onody:

 We have reviewed your letter filed July 20, 2006 and have the following
comments. Please provide the requested info rmation in an EDGAR correspondence. We
may have further comments afte r reviewing this information.

1. With respect to each of the following transactions please tell us whether related parties were involved and if so, describe  the relationship with the related party
and what percentage of the total consid eration received was from a related party.

• The $2.9 million of 10% bridge notes, convertible into common stock at $2 per share, issued between January  and March of 2005. The March 31, 2005
Form 10-QSB states that the $60,000 of th ese securities was issued to related
parties.
• The $2.7 million private placement of wa rrants and common stock, at $2 per
share, on April 18, 2005.
• The $2.3 million private placement of wa rrants and common stock, at $2 per
share, on May 18, 2005.

Stephen K. Onody
Lifeline Therapeutics, Inc.
Page 2 of 3

2. With respect to the above three transac tions, please describe for us how the
restrictions on resale differ from the resale restrictions attached to the 1 million shares issued March 10, 2005 to Mr. Ba rber. The March 10, 2005 Settlement and
Release Agreement appears to suggest that  the securities issu ed to Mr. Barber
have materially different restrictions.
3. On March 10, 2005 you acquired the remaini ng minority shareholder interest in
Lifeline Nutraceuticals by issuing 1,0 00,000 shares of your common stock. We
note that you allocated the entire purchase consideration to goodwill. It is unclear
to us why you did not allocate a portion of the purchase price to the other
intangible assets as required by paragr aph 37 of SFAS 141.  In this regard, we
note the discussion of intellectual proper ty rights on page 8 of the Form SB-2
filed June 30, 2005. Given that Protandi m sales commenced March 2005, it would
appear that a substantial allocation should be made to the acquired interest in the
product. Exhibit A to your May 26, 2006 letter also identifies “Intellectual Property in the form of patent applic ations…owned by Lifeline Nutraceuticals” as
the number one reason that the minority inte rest was acquired. Th is asset must be
separately valued pursuant to paragraphs 39 and A14e of SFAS 141.  Paragraph A14 of SFAS 141 also lists other examples  of intangible assets that meet the
criteria for recognition apart from goodwill.
4. We note the Settlement and Release Agr eement included as exhibit 10.1 to your
Form 8-K filed March 14, 2005.  Part I.G. of the contract specifically states that the settlement addressed the parties “des ire to avoid the uncertainty, time, and
expense of litigating their di spute”. Consequently, part of the consideration must
be allocated to the legal settlement. This allocation should approximate the
difference between the fair value of the 1 million shares and the equivalent fair value of the acquired business as dete rmined by your independent valuation
specialist.  Page 17 of th e Quist valuation report documents their conclusion that
the fair value of Lifeline was $36 million which, in light of the 18,111,064 shares outstanding on March 31, 2005, equates to $2 per share. Based on management’s
$5.31 fair value estimate, the portion allocable to the acquired minority interest would be $2 per share and the portion alloca ble to the legal settlement would be
the remainder ($3.31 per share). Given th e specific language in the settlement
agreement, it appears inappropriate that legal expense was not recognized.
5. Your letter states that the $5.31 fair value estimate was calculated by applying a
25% marketability (thinly traded) disc ount to a 108 day weighted average
OTC:BB price. The use of a 108 day averag e does not conform to the requirement
in paragraph 22 of SFAS 141 that fair valu e be determined based on stock prices a
few days before and after the acquisiti on. See also paragraph 4 of EITF 99-12.
Further, you have not provided objective a nd verifiable eviden ce to support the

Stephen K. Onody
Lifeline Therapeutics, Inc.
Page 3 of 3

25% marketability discount.  It is not sufficient to simply cite the average
marketability discount used by an investment specialist or to highlight that the
amount of the discount used falls within a broad range published in an academic
study.  In evaluating a marketability di scount, it is important to address the
duration of any restrictions , the volatility of the underlying stock, and any other
specific, objective, and verifiable evid ence. The guidance in footnote 2 of SFAS
115 contains guidance that may be applicab le regarding the use of discounts for
restricted stock. Specifically a security is generally not considered materially
restricted if the securities in question can  be reasonably expected to qualify for
sale within one year. Please revise your fair value calculation to comply with the applicable guidance.
6.  Based on the Company’s OTC:BB prices  between January and March 2005, it
does not appear that the be neficial conversion feature on the convertible bridge
notes was properly valued. Specifically, it appears that the as-converted value of
the stock underlying the securities substantially exceeded the proceeds received as well as the face value of the notes. Please pr ovide us with an analysis that clearly
demonstrates your compliance with the applicable GAAP i.e. EITF 98-5, EITF 00-27, and/or SFAS 133.

 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 these comments. Pleas e contact Craig Slivka, Sta ff Attorney, at (202) 551-3729
with any other questions.

     Sincerely,

     Pamela A. Long,
     Assistant Director

cc: Alan Talesnick, Esq.
 Jon Ploetz, Esq.
 (303) 894-9239

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010
									March 6, 2006
Stephen K. Onody
Chief Executive Officer
Lifeline Therapeutics, Inc.
6400 South Fiddler`s Green Circle
Suite 1970
Englewood, Colorado 80111

Re:	Lifeline Therapeutics, Inc.
	Registration Statement on Form SB-2
	File No. 333-126288
	Amended February 3, 2006
      Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Dear Mr. Onody:

	We have reviewed your amended registration statement and have
the following comments.  Please contact any of the individuals
listed
at the end of this letter.

General

1. Please update your financial statements to include the period
ended December 31, 2005.  Refer to Item 310(g) of Regulation S-B
for
guidance.

Prospectus Summary, page 1

2. Please briefly disclose the nature of your operations between
1988
and October 2004 when you acquired an interest in Lifeline
Nutraceuticals.

3. We note your response to comment four of our July 27th letter.
Please disclose in the Summary section, the information in the new
paragraph of Note 1.

Risk Factors, page 4

"Our Manufacturing is dependent on our ability to continue to
obtain
sufficient raw materials," page 7

4. Please name the raw material that is in limited supply.  Why is
this product limited and how difficult is it to replace?  Disclose
whether you have supply contracts to secure future quantities of
all
of these materials.
Business, page 18

5. We partially reissue comment 18 of our July 27th letter.  We
note
that, as of June 30, 2005, you had paid $1.2 million to Chemins
Company for the 108,000 bottles already delivered and for the
purchase of materials for the manufacture of one million bottles
of
product.  Please update this information as of your most recent
balance sheet date and clarify your arrangements with Chemins with
regard to the remainder of the 1 million bottles of product.  For
example, clearly state the amount of cash paid to your supplier
and
the number of total bottles received and how much additional cash
must be paid to Chemins in order for you to receive the remaining
bottles of product.

Employees, page 26

6. We partially reissue comment 25 of our July 27th letter.
Please
disclose the how many of your employees are full-time.

Material Changes in Operating Results - Three Months ended
September
30, 2005 as compared to the Three Months ended September 30, 2004,
page 27

7. Please disclose what comprised your cost of sales during the
interim period.

Material Changes in Financial Condition - Year ended June 30, 2005
as
compared to the Year ended June 30, 2004, page 29

8. Please discuss your advertising and marketing initiatives and
their costs.  We note disclosure in the footnotes to the financial
statements regarding your agreement with Robert Sgarlata
Associates,
Inc.  Please file it as an exhibit or supplementally tell us why
you
do not believe it is a material agreement.

Revenue Recognition, page 31

9. On page 31 you disclose you have experienced monthly returns
approximating 2%, while on page F-5 you disclose returns
approximating 3%.   Please correct this inconsistency in your
disclosures.

10. Please disclose the amount, if any, of product returns from
GNC
as of the most recent balance sheet date presented.

Security Ownership of Certain Beneficial Owners and Management,
page
34

11. We partially reissue comment 34 of our July 27th letter.  The
number of shares reported to be owned by H. Leigh Severance, James
Crapo and Daniel Streets in the Selling Security Holder table
differs
from the amounts listed in the Security Ownership of Certain
Beneficial Owners and Management table.  Please reconcile these
amounts.
Employment Agreements, page 37
12. Please file the employment agreement with Mr. Baz and your
agreement with Tatum CFO Partners, LP as exhibits.

Note 3, p. F-21

13. We note that the accounting for the 3/10/05 settlement has
been
changed from expense recognition to the capitalization of
goodwill.
This revised accounting treatment appears inconsistent with the
substance of the transaction as described in the settlement
contract
filed with the 3/14/05 Form 8-K. In this regard, it appears that
the
primary intent of the 3/10/05 transaction was to settle a
disagreement between the company and Mr. Barber regarding the
validity of his claim to the 4.5 million shares of LN common
stock.
The contract states that Mr. Barber signed an employment agreement
on
7/15/03 and that he received the 4.5 million shares on 8/15/03.
Mr.
Barber terminated his employment less than 8 months later. Section
III.C of the contract infers an uncertainty over whether the
company
had an obligation to Mr. Barber for unpaid services rendered.
Section
III.D of the contract infers an uncertainty over whether Mr.
Barber
had an obligation to repay any of the compensation he had received
as
an employee of the company. The 3/10/05 settlement agreement
essentially granted Mr. Barber 1 million shares of the
registrant`s
stock in exchange for the surrender of his 4.5 million shares of
LN
stock and the mutual release of certain legal rights. We note that
the 1 million shares Mr. Barber accepted in this settlement is
substantially less than the 3.6 million shares (4.5 million X .8
exchange ratio) that he presumably would have received under the
terms of the 10/26/04 recapitalization transaction that governed
the
consideration received by all other LN shareholders. Based on the
share price of the 1/05-4/05 private placement common stock
transactions, the difference in value is significant and suggests
that the issues in the dispute were not trivial. Given the stated
uncertainty over whether Mr. Barber`s stock was validly obtained,
and
the implied uncertainty over the legal rights attached to the
stock,
it appears inappropriate to account for the transaction as the
acquisition of a minority equity interest resulting in the
capitalization of goodwill. If the 1 million shares were indeed
issued to settle a legal dispute (see also the "Contingent
Liabilities" disclosure in the 12/31/04 Form 10-QSB), then an
expense
should have been immediately recognized for the fair value of the
1
million shares issued in the settlement. The valuation of the 1
million shares should be consistent with the stock price received
in
the significant private placement stock sale transactions that
occurred between January and April of 2005. The size of these
transactions with independent third parties would appear to
provide
the most relevant and objective evidence with which to estimate
the
fair value of the 1 million shares issued to Mr. Barber. Please
revise the financial statements by filing amendments to the Form
SB-
2, as well as the 6/30/05 10-KSB and the 3/31/05, 9/30/05 and
12/31/05 10-QSB filings.

14. We remind you that when you file your restated Form 10-KSB and
Forms 10-QSB you should appropriately address the following:

* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A
and selected financial data,
* updated Items 8A and 3. disclosures should include the
following:
* a discussion of the restatement and the facts and circumstances
surrounding it,
* how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures,
* changes to internal controls over financial reporting, and
* anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.  Refer to Items 307 and 308(c)
of
Regulation S-B.
* include all updated certifications.

Legal Opinion

15. Please reconcile the amount of securities referenced in the
legal
opinion (12,323,867) with the amount being offered in the
prospectus
(12,323,330).

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

16. Please amend your filing to include the required disclosures
of
APB 20, paragraphs 36 and 37. Additionally, in your revised filing
please denote on each of your statements that it has been
restated.

17. In light of the material restatement, please disclose in
reasonable detail the basis for your officers` conclusions that
the
company`s disclosure controls and procedures were nonetheless
effective as of the end of the period covered by the report.

18. We note that you previously re-stated the financial statements
in
your March 31, 2005 Form 10-QSB. In future filings, we remind you
about the requirement to file an Item 4.02 Form 8-K.  The Form 8-K
provides communication to investors that you materially restated
your
financial information and discloses the financial statements that
can
no longer be relied upon. Refer to Item 4.02 of Form 8-K for
guidance.

Closing Comments

      As appropriate, please amend your periodic reports to
respond
to these comments within 10 business days or tell us when you will
provide us with a response.  You may contact Tracey McKoy, Staff
Accountant, at (202) 551-3772 or, in her absence, Al Pavot, Senior
Staff Accountant, at (202) 551-3738 if you have any questions
regarding comments on the financial statements.  Please contact
Craig
Slivka, Staff Attorney, at (202) 551-3729 with any other
questions.

      						Sincerely,

      						Pamela A. Long
      						Assistant Director

cc:	Alan Talesnick, Esq.
	Jon Ploetz, Esq.
	(303) 894-9239
Stephen K. Onody
Lifeline Therapeutics, Inc.
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

1660 Lincoln Street

Suite 1900

Denver, CO 80264

303-830-1776

____________

303-894-9239

www.pattonboggs.com

July 20, 2006

Alan L. Talesnick

303-894-6378

atalesnick@pattonboggs.com

BY EDGAR AND OVERNIGHT COURIER

Ms. Pamela A. Long

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549

    Re:

    Lifeline Therapeutics, Inc.

    Registration Statement on Form SB-2

    File No. 333-126288

    Amended February 3, 2006 and May 26, 2006

    Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Dear Ms. Long:

     On behalf of Lifeline Therapeutics, Inc. (the “Registrant”), this letter is to further set
forth the Registrant’s position as requested by the Staff in the July 14, 2006 teleconference among
SEC Staff Accountant, Ms. Tracey McKoy, Lifeline Chief Financial Officer, Gerald Houston, Lifeline
Director of Finance, Brad Amman and the undersigned, Alan Talesnick. As indicated by Ms. McKoy,
the Staff and the Registrant have resolved all other Staff comments and issues, leaving the one
remaining issue regarding valuation of goodwill to be resolved.

     According to Ms. McKoy, the Staff’s position is that the Registrant has two alternatives, 1)
restate the Registrant’s financial statements in the Registrant’s last four Form 10-QSB filings
(March 31, September 30 and December 31, 2005, and March 31, 2006) and its Form 10-KSB filing for
June 30, 2005, to reflect goodwill valuation of $2,000,000, or 2)

July 20, 2006

Page 2

indicate why the Registrant’s goodwill valuation should be $5,310,000, as has been and is
currently reflected on the Registrant’s Balance Sheet.

     The Registrant’s management, Audit Committee and Board of Directors believe that the
methodology used and steps taken to test for goodwill impairment and arrive at the $5,310,000
valuation adhere to the requirements set forth in SFAS 142.

     As addressed in Exhibit A to the Registrant’s May 26, 2006 response letter to the SEC, the
Registrant followed the two-step process promulgated by SFAS 142, first screening for potential
impairment, and second, measuring the amount of impairment, if any. The Registrant hired Quist
Valuation (“Quist”), an unrelated valuation firm, solely to perform the task of testing for
goodwill impairment and to measure the amount of the impairment, if any (steps one and two). Quist
concluded that no impairment of the Registrant’s goodwill was required and step two was not
necessary. The analysis performed by Quist indicated a range of value for the enterprise scaling
from $32,000,000 to $116,000,000  —  the lowest amount being based solely on highly discounted cash
flow models; the highest amount being based solely on the market valuation as of the March 31, 2005
balance sheet date. It is noted that the low extreme of $32,000,000 makes no allowance for market
valuation as per SFAS 142 and the high extreme of $116,000,000 makes no allowance for the thinly
traded nature of the stock.

     As the second stage in the valuation process, in order to determine the fair value of the
1,000,000 shares exchanged in the purchase of the minority interest in its subsidiary in accordance
with SFAS 142, the Registrant followed the “U.S. Private Equity Valuation Guidelines” from the
Private Equity Industry Guidelines Group (December 2003) for valuation.

     SFAS 142, paragraph 24 directs, “[q]uoted market prices in active markets are the best
evidence of fair value and shall be used as the basis for the measurement, if available. However,
the market price of an individual equity security (and thus the market capitalization of a
reporting unit with publicly traded equity securities) may not be representative of the fair value
of the reporting unit as a whole. The quoted market price of an individual equity security,
therefore, need not be the sole measurement basis of the fair value of a reporting unit.” In
following SFAS 142, the Registrant utilized the quoted market price of its stock but also
considered and addressed other factors so that the quoted market price was not the sole measurement
basis.

     Accordingly, the Registrant then took a professionally directed approach for determining value
in accordance with SFAS 142 and the “U.S. Private Equity Valuation Guidelines” in filing the Form
10-KSB for June 30, 2005. Because of the large number of

July 20, 2006

Page 3

shares involved in the subject transaction, as compared with the stock’s historical trading
volume, the Registrant calculated the weighted average trading price of its stock for the 108
trading days preceding March 10, 2005, which was the most recent time period during which a total
of one million shares had been traded. The weighted average trading price over the 108-day period
was $7.08 per share. To further address the effect of thinly traded stock, a marketability
discount of 25% was applied to the weighted average trading price of $7.08 to arrive at the $5.31
valuation. Paragraph 46 of the above referenced document specifies a marketability discount of 0%
- 30%, and given the thinly traded nature of the Registrant’s stock, the discount used is
conservatively within the range. Consequently, management, the Audit Committee and the Board of
Directors believe that $5.31 per share was a reasonable valuation in accordance with SFAS 142 for
the shares issued in the transaction.

     The Staff’s June 28 letter asserts that the report from Quist derives a market value of $36
million, and tries to equate this to $2.00 per share, with respect to the shares issued in the
subject transaction. This is not a correct interpretation of the report, as the Quist impairment
report was not designed to determine the Registrant’s valuation, but instead was to determine if
the then-current goodwill valuation of $9,000,000 should be impaired. Quist itself indicated in
the Executive Overview of the report, that the purpose of the report is to “compare the fair value
of Lifeline with the carrying amount, including goodwill, as part of the Company’s annual goodwill
impairment testing process”. As the fair value of the reporting unit exceeded the carrying amount
of the net assets of the reporting unit (including goodwill) even at the lowest extreme of the sole
criterion valuation calculations, no impairment of goodwill was required in accordance with SFAS
142.

     The Registrant, in accordance with SFAS 142, utilized the Quist impairment report for analysis
of goodwill impairment and the U.S. Private Equity Valuation Guidelines in valuing the goodwill,
using a market value approach discounted by various factors.

     Accordingly, because the valuation approach taken in the June 30, 2005 Form 10-KSB and in the
subsequently restated March 31, 2005 Form 10-QSB was reasonable and followed the requirements of
SFAS 142 and the U.S. Private Equity Valuation Guidelines, the Registrant respectfully requests
that prior filings not be restated again to a different value for goodwill based on a different
methodology, but instead, that the Registrant be allowed to keep the goodwill valuation determined
in accordance with SFAS 142, which was based on analysis from independent third-party experts, and
the Registrant will continue to annually test for impairment of its goodwill in accordance with
SFAS 142.

     The Registrant believes that the resulting determinations are accurately reflected in the
Registrant’s filings in conformity with the applicable accounting principles and pronouncements.

July 20, 2006

Page 4

                   Please feel free to contact the undersigned at (303) 894-6378.

    Very truly yours,

PATTON BOGGS LLP

    By:
    /s/ Alan L. Talesnick

    Alan L. Talesnick

    cc:

    Ms. Tracey McKoy, SEC Staff Accountant

    Mr. Gerald Houston, Lifeline Therapeutics

    Ms. Peggy Topel, Gordon Hughes & Banks, LLP

CORRESP
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    1660 Lincoln Street

    Suite 1900

    Denver, CO 80264

    303-830-1776

    303-894-9239

    www.pattonboggs.com

    July 11, 2006

    Alan L. Talesnick

    303-894-6378

    atalesnick@pattonboggs.com

BY EDGAR AND OVERNIGHT COURIER

Ms. Pamela A. Long

Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549

    Re:

    Lifeline Therapeutics, Inc.

Registration Statement on Form SB-2

File No. 333-126288

Amended February 3, 2006 and May 26, 2006

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Dear Ms. Long:

     On behalf of Lifeline Therapeutics, Inc. (the “Registrant”), this letter responds to the
Staff’s comments in the Staff’s letter dated June 28, 2006 concerning the last outstanding comment
with respect to (a) the Registrant’s Registration Statement on Form SB-2 filed with the Commission
on June 30, 2005, as amended by Amendment No. 1 to Form SB-2 filed with the Commission on February
3, 2006 (collectively, the “Registration Statement”) and as amended by Amendment No. 2 to Form SB-2
filed with the Commission on May 26, 2006, and (b) the Registrant’s restated March 31, 2005 Form
10-QSB. Each of the two comment paragraphs in the Staff’s June 28, 2006 letter is repeated in this
letter, with the Registrant’s response to that comment paragraph set forth immediately below it.
All information included in the responses was provided by the Registrant.

washington dc • northern virginia • dallas • denver • anchorage •doha, qatar

Ms. Pamela A. Long

July 11, 2006

Page 2

First Paragraph of Comment

    1.

    We note that your response letter cites accounting guidance which states that
the immediate impairment of acquired goodwill is possible depending on the underlying
events and circumstances. In the April 4, 2006 conference call with Mr. Gerald Houston
and the company’s auditors and legal counsel, we were advised that the minority
shareholder was not permitted to participate in the October 26, 2004 reorganization due
to concerns over the shareholder’s alleged prior NASD violations. The December 31,
2004 Form 10-QSB discloses that the minority shareholder threatened litigation against
the Registrant and that the Registrant was negotiating to acquire the shareholder’s
stock in the subsidiary in exchange for shares of the Registrant’s stock. This dispute
was resolved in the March 10, 2005 settlement agreement whereby the shareholder
received 1 million shares of the Registrant’s stock in exchange for his entire minority
equity interest in the subsidiary. We were advised that there were no known documents
that refute the shareholder’s claim of legal and valid ownership in the stock
underlying his 19% equity interest. Therefore, the transaction was accounted for as
the acquisition of a minority interest pursuant to paragraph 14 of SFAS 141. However,
paragraph I.G. of the March 10, 2005 Settlement Agreement suggests that the primary
reason that the Registrant acquired the minority interest was the “desire to avoid the
uncertainty, time, and expense of litigating there dispute”. We note that the
Settlement Agreement was signed by William Driscoll, President and founder of the
company. Mr. Driscoll also approved the immediate impairment and signed the March 31,
2005 Form 10-QSB and certifications thereto. There is no indication that Mr. Driscoll
now believes that the immediate impairment was incorrect. Please clarify for us how
these factors corroborate your current position that the immediate impairment was an
error.

     Response to First Paragraph of Comment. The factors referred to in the paragraph from
the comment letter are consistent with the position that the immediate impairment was an error.

     The acquisition of the minority interest constituted the purchase of an asset of value that
was undertaken for business reasons. At the time of the acquisition (March 10, 2005), the minority
interest represented a 19% interest in a subsidiary that owned intellectual property for a product
for which manufacturing operations had been initiated and product-launch activities were being
scheduled. The subsidiary also controlled a relationship with the University of Colorado Health
Sciences Center that was necessary to support the testing and launch of the Registrant’s product.
(Other aspects of the value of the minority interest are set forth in the Registrant’s May 26, 2006
letter to the Staff.)

Ms. Pamela A. Long

July 11, 2006

Page 3

     The shares of the Registrant’s stock that were issued to acquire the minority interest had a
value. (See Quist Valuation report, contemporaneous trading market price of $9 on date of
transaction, private placement transaction of $2 price set 6 to 8 weeks prior, etc.) This value
did not totally disappear between the March 10, 2005 date of the transaction and March 31, 2005 —
or at any time thereafter. Therefore, an immediate impairment for the total value of the
transaction was an error.

     Instead of following the requirements set forth in SFAS 142, prior management utilized the
Registrant’s closing price of its Series A common stock of $9.00 per share to value goodwill and
also to subsequently impair it within the same period, the results of which were included in the
Registrant’s March 31, 2005 Form 10-QSB. No external valuation of goodwill at March 31, 2005 took
place until the filing of the June 30, 2005 Form 10-KSB.

     SFAS 142, Paragraph B69, states that the Financial Accounting Standards “Board noted that it
would be difficult to explain why goodwill is written off immediately after having just been
recognized as an asset. If goodwill had been worthless on the date of acquisition, it would not
have met the assets definition and would not have been recognized. However, if goodwill had value
initially, virtually no event other than a catastrophe could subsequently occur in which it
instantaneously became worthless”.

     This point is discussed further at SFAS 142, Paragraph B70, which states, “[t]he [FAS] Board
accordingly concluded that immediate write-off subsequent to initial recognition was not
justifiable.” These paragraphs essentially prevent the situation and disclosures of the original
Form 10-QSB for March 31, 2005 from occurring and thereby corroborate the Registrant’s position
that SFAS 142 was erroneously applied in the March 31, 2005 Form 10-QSB.

     In addition, Interpretation 142.20-1 states “[a]t the Thirtieth Annual AICPA SEC Conference,
Michael S. Thompson of the SEC staff indicated the staff’s view that an immediate impairment of
acquired goodwill in a business combination is possible, but is expected to be a rare occurrence.
For example, it might occur due to the use of the announcement date as the measurement date for
securities issued in a business combination under the provisions of EITF Issue No. 99-12,
“Determination of the Measurement Date for the Market Price of Acquirer Securities Issued in a
Purchase Business Combination.” The support for an immediate impairment should include an analysis
of the underlying events and circumstances (e.g., if caused by a decline in the market price of the
acquirer’s stock issued to consummate the transaction, the support should include a discussion of
the events and circumstances that caused the decline). The registrant should also pre-clear the
impairment write-off with the SEC staff.”

     Current management believes that the original impairment was recorded without proper
consideration of the facts and circumstances present at the time and without regard for the

Ms. Pamela A. Long

July 11, 2006

Page 4

requirements of SFAS 142. For example, market value of the Registrant’s stock fluctuated
widely during this period and the stock was thinly traded on the OTC market. Most importantly, the
R&D behind product development, as is the case for most biotech companies, is not reflected in the
balance sheet and failure to consider the value of this unrecorded asset in the evaluation for
impairment at March 31, 2005 is erroneous. With all these considerations making valuation more
difficult, management still did not seek outside assistance in the valuation process. An
independent valuation could have been obtained to determine the value of goodwill, and prior
management erred in electing not to do so. In addition, management made no attempt to seek
pre-clearance with the SEC staff for the impairment as directed above.

     The Quist Valuation report states, “we conclude that the Company did not have an indication of
potential goodwill impairment as of March 31, 2005.” When the March 31, 2005 Form 10-QSB was
originally filed on May 23, 2005, prior management did not have a clear indication of potential
goodwill impairment and erred in not following the requirements of SFAS 142 regarding impairment in
the filing.

     The Staff also refers to William Driscoll, the former President of the Registrant. Mr.
Driscoll is no longer an officer or director of the Registrant, and he does not have any business
or personal affiliations with any of the current officers or directors. Other than 3 months of
remaining severance and being a stockholder, Mr. Driscoll is no longer involved with the
Registrant, and unless the Staff deems otherwise, the Registrant does not believe it would be
appropriate to attempt to involve Mr. Driscoll in this matter.

Second Paragraph of Comment

We previously requested that the 1 million shares issued March 10, 2005 to Mr. Barber be
valued in the financial statements at the $2 per share price the Registrant received in the
contemporaneous private placement. Paragraph F1 of SFAS 141 describes fair value as the
amount at which the stock could be sold for in a current transaction between willing
parties. We agree with the company and with Quist Valuation that the March 10, 2005 OTC:BB
price was not a reliable indicator of fair value since the stock was thinly traded and
relatively illiquid. Therefore, the 2.5 million shares sold for cash at $2 per share in the
January — April 2005 private placement would be the best indicator of fair value,
consistent with the guidance cited above. Further, given that the private placement was
being conducted at the same time that the Settlement Agreement was being negotiated, and
given that the shares issued to Mr. Barber had the same registration rights as the shares in
the private placement, it would appear likely that the $2 per share valuation was considered
by Messrs. Driscoll and Barber in negotiating the settlement terms. Please also note that
your Quist Valuation report is further evidence that the fair value of the shares issued to
Mr. Barber was approximately $2 per share.

Ms. Pamela A. Long

July 11, 2006

Page 5

Quist opined that the market value of the registrant’s stock was $36 million at March 31,
2005. The March 31, 2005 Form 10-QSB reports 18,111,064 shares of common stock outstanding
on that date. The $36 million divided by the number of shares equals $1.99 per share. As
previously requested, please revise the financial statements to value the transaction at $2
per share.

     Response to Second Paragraph of Comment. For the reasons indicated in the response to
the First Paragraph above, the Registrant filed the restated Form 10-QSB to correct the error made
by prior management of recognizing goodwill and immediately impairing it.

     In determining the appropriate valuation for the Registrant’s shares that were issued in
payment for the minority interest, the private placement price of $2.00 is not applicable because
this pricing was determined in mid-January of 2005. This pricing date was substantially prior to
the March 10, 2005 date of the agreement for acquisition of the minority interest and was also
prior to the development of any substantial consumer interest in the product, in which interest had
begun to develop by March 10, 2005. Subsequent to June 30, 2005, in the course of completing the
books and records for the audit for the fiscal year ended June 30, 2005, the management at that
time determined that trading volume, as well as a discount with respect to acquiring a minority
interest, should be considered in the evaluation of goodwill based on the trading price of the
stock and, therefore, an error had been made in the valuation of the shares as of March 31, 2005.

     In filing the Form 10-KSB for June 30, 2005, the Registrant took a logical and professionally
supported approach for determining value in accordance with “U.S. Private Equity Valuation
Guidelines” from the Private Equity Industry Guidelines Group (December 2003). In order to obtain
an equivalent one million shares of trading volume, the Registrant looked back 108 trading days
from March 10, 2005, which was the most recent time period during which a total of one million
shares had been traded. The weighted average trading price over the 108-day period was $7.08 per
share. To address the effect of thinly traded stock, a marketability discount of 25% was applied
to the weighted average trading price of $7.08 to arrive at the $5.31 valuation. Paragraph 46 of
the above referenced document references a marketability discount of 0% — 30%, and given the thinly
traded nature of the Registrant’s stock, the discount used is conservatively within the range.
Accordingly, management determined that $5.31 per share was a reasonable price for the shares
issued in the transaction.

     In the restated March 31, 2005 Form 10-QSB, the Registrant’s current management believes the
methodology used and steps taken to arrive at a valuation and subsequent test of impairment follow
the requirements set forth in SFAS 142 and is a reasonable basis of valuation.

Ms. Pamela A. Long

July 11, 2006

Page 6

     Since the valuation approach taken in the June 30, 2005 Form 10-KSB and in the subsequently
restated March 31, 2005 Form 10-QSB was reasonable and followed the requirements of SFAS 142,
management respectfully requests that prior filings not be restated again to a different value for
goodwill based on a different methodology, but instead, that the Registrant, in accordance with
SFAS 142, continue to annually test for impairment of its goodwill.

     We would like to schedule a meeting to discuss the Registrant’s position at your earliest
convenience. The management and Board of Directors of the Registrant have expended much time and
effort, first in connection with the June 30, 2005 audit, and then in connection with the Staff’s
comments to the Registration Statement, to approach this matter in a professional and diligent
manner, including the retention of an independent appraisal firm. The Registrant believes that the
resulting determinations are accurate and are in conformity with the applicable accounting
principles and pronouncements, and that the Registrant’s stockholders and other members of the
investing public should be entitled to the proper application of those principles and
pronouncements.

     Please feel free to contact the undersigned at (303) 894-6378.

    Very truly yours,

PATTON BOGGS LLP

    By:
    /s/ Alan L. Talesnick

    Alan L. Talesnick

    cc:

    Mr. Gerald Houston, Lifeline Therapeutics

Ms. Peggy Topel, Gordon Hughes & Banks, LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
         June 28, 2006
Stephen K. Onody
Chief Executive Officer Lifeline Therapeutics, Inc.
6400 South Fiddler’s Green Circle Suite 1970 Englewood, Colorado 80111

Re: Lifeline Therapeutics, Inc.
 Registration Statement on Form SB-2
 File No. 333-126288
 Amended February 3, 2006
Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Dear Mr. Onody:

 We have reviewed your amended regist ration statement and have the following
comments.  Please contact any of the indivi duals listed at the e nd of this letter.

Prior Comment 13

1. We note that your response letter cites accounting guidance which states that the
immediate impairment of acquired goodwill is possible depending on the underlying events and circumstances. In the April 4, 2006 conference call with Mr. Gerald Houston
and the company’s auditors and legal couns el, we were advised that the minority
shareholder was not permitted to participate in the October 26, 2004 reorganization due to concerns over the shareholder’s alle ged prior NASD violations. The December 31,
2004 Form 10-QSB discloses that the minority shareholder threatened litigation against
the Registrant and that the Registrant was negotiating to acquire th e shareholder’s stock
in the subsidiary in exchange for shares of the Registrant’s stock. This dispute was resolved in the March 10, 2005 settlement ag reement whereby the shareholder received 1
million shares of the Registrant’s stock in exchange for his entire minority equity interest in the subsidiary. We were advised that th ere were no known documents that refute the
shareholder’s claim of legal and valid owne rship in the stock unde rlying his 19% equity
interest. Therefore, the tran saction was accounted for as the acquisition of a minority
interest pursuant to  paragraph 14 of SFAS 141. However,  paragraph I.G. of the March
10, 2005 Settlement Agreement suggests that th e primary reason that the Registrant
acquired the minority interest was the “desire to avoid the uncertainty, time, and expense
of litigating their dispute”. We note that the Settlement Agreement was signed by William Driscoll, President and founder of th e company. Mr. Driscoll also approved the

Stephen K. Onody
Lifeline Therapeutics, Inc.
Page 2 of 2
immediate impairment and signed the Ma rch 31, 2005 Form 10-QSB and certifications
thereto. There is no indicati on that Mr. Driscoll now be lieves that the immediate
impairment was incorrect. Please clarify for us how these factors corroborate your current
position that the immediate impairment was an error.

We previously requested that the 1 million shares issued March 10, 2005 to Mr. Barber
be valued in the financial statements at the $2 per share price the Re gistrant received in
the contemporaneous private placement. Para graph F1.of SFAS 141 describes fair value
as the amount at which the stock could be sold for in a current transaction between
willing parties. We agree with the company and with Quist Valuation that the March 10,
2005 OTC:BB price was not a reliable indicator of fair value since the stock was thinly
traded and relatively illiquid. Therefore, th e 2.5 million shares sold for cash at $2 per
share in the January-April 2005 pr ivate placement would be th e best indicator of fair
value, consistent with the gui dance cited above. Further, gi ven that the private placement
was being conducted at the same time th at the Settlement Agreement was being
negotiated, and given that the sh ares issued to Mr. Barber ha d the same registration rights
as the shares issued in the private placemen t, it would appear likely that the $2 per share
valuation was considered by Messrs. Driscoll  and Barber in nego tiating the settlement
terms. Please also note that your Quist Valua tion report is further ev idence that the fair
value of the shares issued to Mr. Barber was approximately $2 per share. Quist opined
that the market value of the registrant’s stock was $36 million at March 31, 2005.  The March 31, 2005 Form 10-QSB reports 18,111,0 64 shares of common stock outstanding
on that date. The $36 million divided by the numbe r of shares equals $1.99 per share. As
previously requested, please revi se the financial statements to  value the transaction at $2
per share.

Closing Comments

As appropriate, please amend your periodic re ports to respond to these comments within
10 business days or tell us when you will provide us with a response.  You may contact Tracey
McKoy, Staff Accountant, at (202) 551-3772 or, in her absen ce, Al Pavot, Senior Staff
Accountant, at (202) 551-3738 if you have any qu estions regarding comments on the financial
statements.  Please contact Craig Slivka, Sta ff Attorney, at (202) 551-3729 with any other
questions.

      S i n c e r e l y ,

      Pamela A. Long
      A s s i s t a n t  D i r e c t o r

cc: Alan Talesnick, Esq.
 Jon Ploetz, Esq.
 (303) 894-9239

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[Patton Boggs LLP Letterhead]

March 17, 2006

    Via facsimile: (202) 772-9368

    Jon S. Ploetz

    Mr. Craig Slivka

    303-894-6111

    Staff Attorney

    jploetz@pattonboggs.com

    Securities And Exchange Commission

    100 F Street, NE

    Mail Stop 7010

    Washington, D.C. 20549

    Re:

    Lifeline Therapeutics, Inc.

    Registration Statement on Form SB-2

    File No. 333-126288

    Amended February 3, 2006

    Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Dear Mr. Slivka,

     As we discussed, Lifeline Therapeutics, Inc. (the “Company”) is currently reviewing the
comments on the Company’s periodic reports in the March 6, 2006 letter from Assistant Director Long
(the “Comments”). The Company has requested that we inform you that they are working on responses
to the Comments with their accountants, however are not able at this point to confirm when they
will be able to respond to the Comments. The Company expects to have a timeframe for a response to
the Comments next week and we will update you accordingly next week.

    Regards,

    /s/ Jon S. Ploetz

    Jon S. Ploetz

    cc:

    Mr. Gerald Houston

    Lifeline Therapeutics, Inc.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010
						July 27, 2005

via U.S. mail and Facsimile

Javier W. Baz
Chief Executive Officer
Lifeline Therapeutics, Inc.
6400 South Fiddler`s Green Circle
Suite 1750
Englewood, Colorado 80111

	Re:	Lifeline Therapeutics, Inc.
Form SB-2 filed June 30, 2005
File No. 333-126288

Form 10-QSB for the quarters ended September 30, 2004, December
31,
2004 and March 31, 2005
File No.  000-30489

Dear Mr. Baz:

      We have the following comments on the above filing.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2 filed June 30, 2005

Prospectus Cover Page

1. Please revise the cover page to give your company`s name
greater
prominence than your product name to avoid confusion as to the
issuer`s identity.
Inside Front Cover Page, page ii

2. Information may only be incorporated by reference into a
prospectus as specifically provided for by Rule 411.  Please
revise
your statement in the last paragraph accordingly.

 Prospectus Summary, page 1

3. Revise this section to include the company`s website,
www.lifelinetherapeutics.com.  In this regard, we note that you
currently only make reference to the website for your product.

4. Briefly note that you are a development stage company and that
your financial statements have expressed substantial doubt about
your
ability to continue as a going concern.

A Note About Forward-Looking Statements, page 3

5. Please delete the reference to Section 27A of the Securities
Act
of 1933 and Section 21E of the Securities Exchange Act of 1934.
The
Private Securities Litigation Reform Act safe harbor is not
available
for statements made by Lifeline Therapeutics because the safe
harbor
is not available for an initial public offering or to a company
issuing penny stock.  You should delete similar references to the
safe harbor elsewhere in the registration statement and in future
periodic reports, as well as the reference on your website.

Risk Factors, page 4

6. Throughout this section, you state that you "cannot assure" or
"there can be no assurance [of]" various facts.  The real risk,
however, is not your inability to assure the reader.  Please
revise
so that the risk is clear.

7. Include a risk factor regarding the fact that the company does
not
manufacture Protandim and discuss the risks of outsourcing the
manufacturing of your only product.

The Company has a lack of operating history..., page 4

8. Please quantify and state your losses to date.  Revise this
risk
factor to clarify for investors when you will need the additional
funding.  Indicate how long you will be able to fund operations
with
currently available funds.

Future laws or regulations may hinder..., page 6

9. Please explain the term DSHEA and briefly describe how you
would
be adversely  impacted if this law were modified or repealed.

We are dependent on our key personnel..., page 7

10. We note your statement that the company depends on the future
performance of members of your management team, including William
Driscoll.  We also note that Mr. Driscoll has resigned from the
company recently.  Please update your disclosures here and
elsewhere
in the prospectus accordingly, and revise the risk factor to
discuss
how Mr. Driscoll`s resignation will affect the company and its
operations.

We intend to donate 10% of our pre-tax earnings..., page 7

11. You state that you will make contributions to charities in the
form of cash or inventory of your product; however, we note a
statement on your website that you intend to contribute stock to
charity.  In addition, it appears in the selling shareholder table
that shares of stock have already been donated to the Lifeline
Orphan
Foundation.  Please revise this risk factor to state, if true,
that
you intend to make future contributions of stock to charity.
Include
a discussion of how future contributions of stock to charity may
dilute shareholders` ownership of the company`s common stock.

Sales of a substantial number of shares..., page 8

12. Revise to clarify whether the shares you refer to as
restricted
shares held by existing stockholders are the same as the shares
being
registered for resale in this registration statement or in
addition
to the shares being registered for resale.

Selling Security Holders, page 9

13. Please revise your disclosures to identify the person or
persons
who have voting or investment control over the company`s
securities
that each non-public entity owns.  See Interpretation 4S. of
Regulation S-K Item 507 in the March 1999 supplement of the manual
of
publicly available CF telephone interpretations.

Plan of Distribution, page 17

14. Revise to state that to the extent the Keating Securities
executes any transactions for the selling security holders,
Keating
Securities will be an underwriter.

15. Your disclosure suggests that selling security holders may
engage
broker-dealers or agents in effecting sales.  However you also say
that Keating will execute any transactions for sales of securities
offered on behalf of any selling stockholders.  Please reconcile.
If
you or the selling security holders have some arrangement with
Keating at this time, please discuss this in the filing.

16. We note the statement that a prospectus supplement will be
filed
to name any underwriter that will be used.  If the shares are to
be
offered through an underwriter, the underwriter should be named
prior
to effectiveness.  To the extent that the name of an underwriter
is
not known prior to effectiveness, a post-effective amendment
should
be filed to name the underwriter and update the plan of
distribution.

Business, page 18

17. We note your discussion of a contract manufacturing agreement
with The Chemins Company on page 20.  It appears that this is a
material contract and should therefore be filed as an exhibit to
the
registration statement.  Please file this contract with your next
amendment or tell us why you believe it is not material.

18. You disclose that Chemins delivers product to you based on
your
purchase orders and additional payments.  Please disclose the
material terms of your contract, such as the length of the
contract,
nature of any purchase commitments, and any non-refundable
deposits.
The disclosure should clearly state how much additional cash must
be
paid to the supplier in order for you to receive the million
bottles
of product.  State also whether you must complete your order by a
certain date or risk losing your $1.2 million deposit.

19. On page 20, you state that animal studies have been conducted
using Protandim and that scientists at the University of Colorado
Health Sciences Center have agreed to perform pre-clinical and
human
trials of Protandim on your behalf.  Please discuss the purpose of
undertaking these studies.  Please clarify whether the testing you
describe is required by, or will be reported to the FDA.

20. Please clarify the current status of the testing that
University
of Colorado Health Sciences Center is conducting.  You state that
they have agreed to perform pre-clinical and human trials, but
also
that they are currently in the second phase of human testing.
Please
clarify the nature and stage of the testing that has been and is
currently being conducted, and describe the outcome of such
testing.

21. Revise to clarify, if true, that you are not seeking
regulatory
approval of Protandim from the FDA.

22. Describe the material terms of your agreement with the
University
of Colorado Health Sciences Center to conduct testing of
Protandim.
File any such agreement as an exhibit to the registration
statement.

Intellectual Property, Patents, and Royalty Agreements, page 23

23. Please state when you anticipate a decision on the grant or
denial of your patent and trademark applications.

Government Approval and Regulations, page 24

24. We note your discussion of dietary supplements and that any
supplement containing a new dietary ingredient must notify the FDA
before marketing the supplement.  Please state whether Protandim
contains a new dietary ingredient and if it does, whether you
notified the FDA and provided it with any required information.

Employees, page 26

25. State the number of employees that you currently employ and
how
many are full-time employees.

Property, page 26

26. The description of property should include a discussion of any
space where you conduct your business, including any office
facilities.

Risk of Environmental Liabilities, page 26

27. We note from your disclosure that there remains a risk that
there
may be environmental liabilities associated with your former
property
interests in Montana for which you may be liable.   Revise your
disclosure to include the required disclosures set forth in
Question
2 and 3 to SAB Topic 5Y or disclose that the likelihood of a
material
unfavorable outcome is remote.

Management`s Discussion and Analysis, page 26
Plan of Operation, page 29

28. We note the bulleted list of items that you intend to
accomplish,
including obtaining necessary governmental licenses and initiating
public relations and marketing plans.  We also note that you have
already sold Protandim and have purchased advertisements on the
internet.  Please update this section accordingly.  If any
licenses
to distribute Protandim are necessary or were obtained, please so
state.
29. Based upon available information, it appears that you have an
agreement with GNC to carry your product in its stores.  Include a
discussion of this agreement in the prospectus and file it as an
exhibit to the registration statement, or tell us why you believe
it
is not a material contract.

30. Discuss the availability of any raw materials necessary for
the
production of Protandim.

31. We note that you have considered creating a pharmaceutical
division to continue further testing of Protandim, develop a drug
discovery and development program, and proceed through the FDA
approval process.  Please disclose whether you have considered a
timetable for the creation of a pharmaceutical division and how
you
would fund that division.

Critical Accounting Policies, page 30
Revenue Recognition, page 30

32. We note that you offer a 30-day money back guarantee, for
which
you record estimates of returns based upon historic and industry
data.  You disclose that you commenced sales on February 2005,
which
does not appear would provide you with sufficient relevant
historical
experience on which to estimate your returns.  Other indicators
that
would suggest that future returns cannot be reasonably predicted
include the absence of a large volume of relatively homogeneous
transactions and the newness of your product.  Refer to SAB Topic
13-
3b, Interpretative Response (b) to Question 1 for guidance.
Please
tell us why you believe, based on the guidance, that it is
appropriate for you to record sales when the product is shipped to
the customer and not when the guarantee period has lapsed.

33. Please tell us and provide disclosure in your filing regarding
the total number of bottles sold and bottles subsequently
returned,
including the dollar value of the returns.

Security Ownership of Certain Beneficial Owners and Management,
page
33

34. Information in this table for Messrs. Leigh and Streets is
inconsistent with the information in the selling security holder
table.  We also note that the beneficial ownership table is as of
May
31, 2005 while the selling security holder table is as of June 17.
Please update both tables to the most recent practicable date and
reconcile any inconsistencies.

35. Please explain how the selling shareholders acquired the
shares
being registered for resale that are other than shares underlying
bridge warrants, placement agent warrants and unit warrants.  It
does
not appear that all 6,322,001 shares that are currently
outstanding
and registered for resale can be accounted for by the private
placement you conducted in March through May 2005.

36. Please include all shares owned of record by Lifeline Orphan
Foundation in the total number of shares shown in the table to be
beneficially owned by Mr. Myhill.  Then disclose in a footnote the
number of shares that the Foundation owns and over which Mr.
Myhill
has voting or dispositive power.  This table should reflect
beneficial ownership within the meaning of Rule 13d-3.  We
understand
that Mr. Myhill is a trustee of the Foundation, and according to
information on your website, its executive director as well.
Similarly, please revise the selling security holder table to
include
a footnote that discusses the beneficial ownership of the shares
held
of record by the Foundation.

Description of Securities, page 37

37. It appears that the form of warrant agreements include an
adjustment mechanism to be used to adjust the number of shares
issuable upon a change in the exercise price when the warrant is
exercised in order to protect against dilution.  Given that it
appears you intend to rely upon Rule 416 to register an
indeterminable number of common shares to be issued as a result of
this provision, please provide a description of this adjustment
mechanism.

Market for Common Equity and Related Stockholder Matters, page 38

38. It appears that you have a limited and sporadic trading market
for your shares.  As such, you should include all of the
information
required by Item 201(a)(2) of Regulation S-B.

Additional Information, page 40

39. Qualification of information within the prospectus by
reference
to information outside the prospectus is only appropriate where a
summary or outline of a

document is required or where provided in the appropriate form.
See
Rule 411(a) of Regulation C.  Please revise this section
accordingly.

Financial Statements, page F-8

40. We note the company has an obligation to register the common
stock issued in the private placement and the common shares
underlying the warrants issued to the bridge note holders;
however,
there does not appear to be a discussion of this obligation in the
prospectus.  Please revise the section entitled "Market for Common
Equity and Related Stockholder Matters" accordingly and file any
corresponding agreement as an exhibit.  See Item 201 of Regulation
S-
B.
Statement of Cash Flows, page F-4

41. We note you include payment of a noncompete agreement as a
financing activity.  Please tell us how you made this
determination
and the authoritative literature supporting your accounting.

Item 25.  Other Expenses of Issuance and Distribution, page II-2

42. It appears that the NASD filing fee you reference has not been
included in the table of fees provided.  Please advise or revise.

Item 26.  Recent Sales of Unregistered Securities, page II-2

43. Please file the agreement that you entered into with the
placement agent as an exhibit to the registration statement.

Item 27.  Exhibits, page II-4

44. Please file Exhibit 5.1 with your next amendment or as soon as
possible.  Please understand that we will need time to review this
exhibit prior to the registration statement becoming effective.

Form 10-QSB for the quarters ended September 30, 2004, December
31,
2004, and March 31,