##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-KSB
 (Mark One)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For the fiscal year ended June 30, 2008
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For the transition period
from     to
 Commission file number: 000-30489
 LIFEVANTAGE CORPORATION
  Colorado
(State or other jurisdiction of 
incorporation or organization)11545 W. Bernardo Court, Suite 301
San Diego, California
(Address of principal executive offices)
    
    90-0224471
(IRS Employer
Identification No.)92127
(Zip Code)
 (858) 312-8000
 None
  
 o
 þ o
 þ
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    o þ




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##### Table of Contents



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    Our limited operating history and lack of sufficient revenues from operations;
    
    Our ability to successfully expand our operations and manage our future growth;
    
    The effect of current and future government regulations and regulators on our business;
    
    The effect of unfavorable publicity on our business;
    
    Competition in the dietary supplement market;
    
    The potential for product liability claims against the Company;
    
    Our dependence on third party manufacturers to manufacture our product;
    
    The ability to obtain raw material for our product;
    
    Our dependence on a limited number of significant customers and a single product for our
revenue;
    
    Our ability to protect our intellectual property rights and the value of our product;
    
    Our ability to continue to innovate and provide products that are useful to consumers;
    
    The significant control that our management and significant shareholders exercise over
us;
    
    The illiquidity of our common stock; and
    
    Other factors not specifically described above, including the other risks,
uncertainties, and contingencies described under Description of Business, Risk Factors,
Managements Discussion and Analysis of Financial Condition and Results of Operations,
and other sections of this Report on Form 10-KSB.
  2




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##### 



TABLE OF CONTENTS
 PagePART IItem 1.
Description of Business
    
    
    4Item 2.
Description of Properties
    
    
    13Item 3.
Legal Proceedings
    
    
    14Item 4.
Submission of Matters to a Vote of Security Holders
    
    
    14PART IIItem 5.
 Market for Common Equity, Related Stockholder
Matters and Small Business Issuer Purchase of Equity
Securities
    
    
    15Item 6.
Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    16Item 7.
Financial Statements
    
    
    34Item 8.
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    34Item 8A(T).
Controls and Procedures
    
    
    34Item 8B.
Other Information
    
    
    35PART IIIItem 9.
Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act
    
    
    35Item 10.
Executive Compensation
    
    
    35Item 11.
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    35Item 12.
Certain Relationships and Related Transactions
    
    
    35Item 13.
Exhibits
    
    
    35Item 14.
Principal Accountant Fees and Services
    
    
    35LeaseConsent of Ehrhardt Keefe Steiner & Hottman PCCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
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##### Table of Contents



PART I
 
 ITEM 1  DESCRIPTION OF BUSINESS
 Overview
 ®
 History
   
    
    We issued 15,385,110 shares of our common stock (representing about 94% of our
outstanding common stock after the Reorganization) to eleven persons in exchange for
their ownership interest in Lifeline Nutraceuticals.
    
    We agreed to exchange $240,000 in new promissory notes for a like amount of
convertible debt obligations of Lifeline Nutraceuticals.
    
    We agreed to exchange $559,000 in new promissory notes for a like amount of bridge
loan note obligations of Lifeline Nutraceuticals.
 ®
 Our Product
 ® ® ®
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® ®
         Mini-Reviews in Medicinal Chemistry
 5




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® ® www.protandim.com
 Our Business Model
  Manufacturing ®
  ® ®
 ®
 ®
 Marketing ® ®
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Sales
      7




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Research and Development
  The U.S. Dietary Supplement Market
 Nutrition Business Journal
 
 Nutrition Business Journal
 2007 U.S. Nutrition Industry Revenues
 2007
    
    Retail-Nat/Spec
    
    Retail-MM
    
    Mail Order
    
    MLM
    
    Practitioner
    
    Internet
    
    TotalSupplements
    
    
    8,682
    
    
    
    6,526
    
    
    
    1,370
    
    
    
    4,550
    
    
    
    1,844
    
    
    
    747
    
    
    
    23,718Natural & Organic
Food
    
    
    14,088
    
    
    
    12,491
    
    
    
    22
    
    
    
    31
    
    
    
    7
    
    
    
    22
    
    
    
    26,661Functional Foods
    
    
    3,449
    
    
    
    30,406
    
    
    
    36
    
    
    
    255
    
    
    
    34
    
    
    
    158
    
    
    
    34,338N&OPC, Household
    
    
    4,797
    
    
    
    1,360
    
    
    
    267
    
    
    
    2,276
    
    
    
    336
    
    
    
    196
    
    
    
    9,232Total
    
    
    31,017
    
    
    
    50,783
    
    
    
    1,695
    
    
    
    7,112
    
    
    
    2,220
    
    
    
    1,122
    
    
    
    93,949
 Source: primary research includes survey of natural food,
supplement and NPC manufacturers, distributors, MLM firms, mail order, Internet and raw material
companies and numerous interviews with major retailers (Wal-Mart, Costco, etc.), manufacturers,
suppliers and industry experts. Secondary sources include Information
Resources Inc., SPINS, The
Nielsen Co., company data and
others. Note: To avoid double counting, classifies soymilk and nutrition bars as
functional,
not as natural & organic, foods and beverages, although both are included in natural &
organic
totals cited in NBJ elsewhere. Nat/Spec represents natural, health food, supplement and specialty
retail outlets, including Whole Foods, GNC, sports nutrition stores,
etc. MM represents mass market
or FDMCC or food/grocery, drug, mass merchandise, club and convenience stores, including Wal-Mart,
Costco, etc. Mail order represents catalogs, direct mail and direct
response TV and radio.
Practitioners represent conventional and alternative health
practitioners selling to their patients,
athletic trainers, beauticians, etc. ($mil, consumer sales)
 Nutrition Business Journal
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9th
Edition Health and Wellness Trends Report
 o
    
    increased awareness of the health benefits of dietary supplements;o
    
    a trend toward preventive health care;o
    
    an increase in the number of older Americans; ando
    
    health care consumers interest in managing their own health needs.
 Nutrition Business Journal
 Target Market
     Pricing
  Competition
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®
  Product Liability and Other Insurance
  Intellectual Property, Patents, and Royalty Agreements
 ®
 ®
  ® ® ®
  10




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Governmental Approval and Regulations
 ® ® ,
 ®
 FDA Regulations Applicable to the Formulation, Manufacturing, Packaging, and Labeling of
Protandim®
  ®
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®
  FTC Regulations Applicable to the Advertising and Marketing of Protandim®
    12




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The Bioterrorism Act
  1.
    
    Mandatory registration with the FDA of all food manufacturers.2.
    
    Prior notice to regulators of inbound food shipments.3.
    
    Recordkeeping requirements, and grant of access to the FDA of applicable
records.4.
    
    Grant of detention authority to the FDA of food products in certain
circumstances.
 ®
 Potential FDA and Other Regulation
    Employees
  
 ITEM 2  DESCRIPTION OF PROPERTIES
 Corporate Office
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Warehouse Facility
  
 ITEM 3  LEGAL PROCEEDINGS
  
 ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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PART II
 
 ITEM 5
 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES
OF EQUITY SECURITIES
 Market Information and Holders
   2008
    
    2007High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    0.42
    
    
    $
    0.20
    
    
    $
    1.40
    
    
    $
    0.69Second Quarter
    
    $
    0.35
    
    
    $
    0.17
    
    
    $
    0.87
    
    
    $
    0.44Third Quarter
    
    $
    0.45
    
    
    $
    0.19
    
    
    $
    0.61
    
    
    $
    0.19Fourth Quarter
    
    $
    0.49
    
    
    $
    0.18
    
    
    $
    0.36
    
    
    $
    0.16
  Dividends
  Securities Authorized for Issuance under Equity Compensation Plans
 (c) Number of securities(b) Weighted-
    
    
    remaining available for(a) Number of
    
    
    average exercise
    
    
    future issuance undersecurities to be issued
    
    
    price of
    
    
    equity compensationupon exercise of
    
    
    outstanding
    
    
    plans (excludingoutstanding options,
    
    
    options, warrants
    
    
    securities reflected inPlan Category
    
    warrants and rights
    
    
    and rights
    
    
    column (a))Equity compensation
plans approved by
security holders
    
    
    3,634,365
    
    
    $
    0.45
    
    
    
    2,365,635Equity compensation
plans not approved
by security holders
    
    
    3,187,088
    
    
    $
    0.46
    
    
    
    Total
    
    
    6,821,453
    
    
    $
    0.45
    
    
    
    2,365,635
 Consultant Warrants.
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ITEM 6
 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion and analysis in connection with our financial statements
and related notes beginning on page F-1 following Part III of this annual report.
 Overview
  ® ®
  ® ® ® ®
 Revenue Recognition, corrected copy
 ® ®
 ®
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®
    Other Developments
 Departure of Chief Executive Officer
  17




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Hiring of Chief Executive Officer
   Changes in Certifying Accountant
  2007 Private Placement
   Re-Pricing of 2005 Private Placement Warrants
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Nutranomics, Inc.
   Year ended June 30, 2008 Compared to the Year ended June 30, 2007
 Sales. ®
 ® ®
 Gross Margin.
 Operating Expenses.
 Marketing and Customer Service Expenses.
 General and Administrative Expenses.
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Research and Development. ®
 Depreciation and Amortization Expense.
 Net Other Income and Expense.
 Net Loss.
  Liquidity and Capital Resources
 ®
   20




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® ®
  Critical Accounting Policies
  21




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Allowances for Product Returns
    Inventory Valuation
  Revenue Recognition
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Deferred
    
    
    DeferredRevenue
    
    
    ExpenseDeferred revenue and expense as of June 30, 2007
    
    $
    818,250
    
    
    $
    117,807Additions to deferred revenue / expense for the
three months ended September 30, 2007
    
    
    120,810
    
    
    
    19,770Recognition of revenue due to retail
sell-through in the three months ended September
30, 2007
    
    
    (142,770
    )
    
    
    (23,324
    )Deferred revenue and expense as of September 30,
2007
    
    $
    796,290
    
    
    $
    114,253Additions to deferred revenue / expense for the
three months ended December 31, 2007
    
    
    154,260
    
    
    
    25,510Reduction of deferred revenue from product return
    
    
    (303,300
    )
    
    
    (45,899
    )Recognition of revenue due to retail
sell-through in the three months ended December
31, 2007
    
    
    (139,800
    )
    
    
    (22,839
    )Deferred revenue / expenses as of December 31,
2007
    
    $
    507,450
    
    
    $
    71,025Additions to deferred revenue / expense for the
three months ended March 31, 2008
    
    
    148,590
    
    
    
    24,562
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Deferred
    
    
    DeferredRevenue
    
    
    ExpenseRecognition of revenue due to retail
sell-through in the three months ended March 31,
2008
    
    
    (137,010
    )
    
    
    (22,383
    )Deferred revenue / expenses as of March 31, 2008
    
    $
    519,030
    
    
    $
    73,204Additions to deferred revenue / expense for the
three months ended June 30, 2008
    
    
    112,740
    
    
    
    18,445Recognition of revenue due to retail
sell-through in the three months ended June 30,
2008
    
    
    (121,005
    )
    
    
    (19,600
    )Deferred revenue / expenses as of June 30, 2008
    
    $
    510,765
    
    
    $
    72,049
 Intangible
Assets - Patent Costs
  Stock-Based Compensation
  Research and Development Costs
  Derivative Instruments
   Recently Issued Accounting Standards
 Fair
Value Measurements
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Business Combinations (revised 2007), Business Combinations, . purchase method
 Noncontrolling Interest in Consolidated Financial Statements-an amendment of ARB No. 51
 Disclosures about
Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133
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Risk Factors
 An investment in our common stock involves a high degree of risk, and should be considered
only by persons who can afford the loss of their entire investment. You should carefully consider
each of the following risk factors and all of the other information provided in this Annual Report,
including our financial statements and the related notes, before purchasing our common stock. The
risks described below are those we currently believe may materially affect us. The future
development of LifeVantage and Protandim ® is and will continue to be dependent upon a
number of factors, many of which we cannot predict or anticipate. Accordingly, the following risk
factors are not necessarily all of the important factors that could cause actual results of
operations to differ materially from those expressed in the forward-looking statements in this
Annual Report. Other unknown or unpredictable factors also could have material adverse effects on
our business, future results of operations or financial condition. We have no obligation and do
not undertake to update or revise the following risk factors to reflect events or circumstances
after the date of this Report.
 Risk Factors Relating to the Company, our Limited Operating History, our Management, and our
Financial Condition
 We have a limited operating history and lack of sufficient revenues from operations.
 ® ®
 There is no assurance that we will be successful in expanding our operations and, if successful,
managing our future growth.
  Government regulators and regulations could adversely affect our business.
  
    
    Initiating investigations;
    
    Issuing warning letters and cease and desist orders;
    
    Demanding recalls;
    
    Initiating adverse publicity;
    
    Requiring corrective labeling or advertising;
    
    Requiring consumer redress and/or disgorgement;
    
    Seeking injunctive relief or product seizures;
    
    Initiating judicial actions; and
    
    Imposing civil penalties or commencing criminal prosecution.
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Future laws or regulations may hinder or prohibit the production or sale of our existing product
and any future products.
  
    
    The reformulation of products to meet new standards;
    
    Additional ingredient restrictions;
    
    Additional claim restrictions;
    
    The recall or discontinuance of products unable to be reformulated;
    
    Imposition of additional good manufacturing practices and/or record keeping
requirements;
    
    Expanded documentation of the properties of products; and
    
    Expanded or different labeling or scientific substantiation.
  Unfavorable publicity could materially hurt our business and the value of your investment.
  27




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We are and will continue to be subject to the risk of investigatory and enforcement action by the
FTC, which could have a negative impact upon the price of our stock.
  The dietary supplement market is highly competitive.
  Our business is susceptible to product liability claims, which could adversely affect our results
of operations and financial condition.
  Consumers of our products may not feel readily noticeable physiological differences after taking
Protandim ® .
 ® ®
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We have no manufacturing capabilities and we are dependent upon a third party to manufacture our
product.
  Raw material for our product may be difficult to obtain or expensive.
 ®
 We depend on a limited number of significant customers and the loss of any of them could negatively
affect our business.
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Product returns may adversely affect our business.
    We primarily depend on a single product for our revenue.
 ® ® ®
 Worsening economic conditions may adversely affect our business.
  We may face limited availability of additional capital.
  We are subject to the lack of liquidity of our marketable securities investment portfolio.
 sub-prime mortgage
 We may be impacted by the affects of a slow-down of the United States economic environment and
potential for recession.
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The requirements of the Sarbanes-Oxley act, including section 404, are burdensome, and our failure
to comply with them could have a material adverse affect on our business and stock price.
  We could be exposed to certain environmental liabilities due to our past operations and property
ownership.
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Risks Related to Our Intellectual Property and Obsolescence
 Our intellectual property rights are valuable, and any inability to protect them could reduce the
value of our products and brand.
 ® ® ®
 If we do not continue to innovate and provide products that are useful to consumers, we may not
remain competitive, and our revenues and operating results could suffer.
 ®
 If we are unable to protect our proprietary information against unauthorized use by others, our
competitive position could be harmed.
  Other parties might claim that we infringe on their intellectual property rights.
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Risk Factors Relating to our Common Stock
 Our management and large shareholders exercise significant control over our Company and may approve
or take actions that may be adverse to your interests.
  
    
    Control the composition of our board of directors;
    
    Control our management and policies;
    
    Determine the outcome of significant corporate transactions, including changes
in control that may be beneficial to shareholders; and
    
    Act in each of their own interests, which may conflict with, or be different
from, the interests of each other or the interests of the other shareholders.
 Our common stock could be classified as penny stock and is extremely illiquid, so investors may not
be able to sell as much stock as they want at prevailing market prices.
   Our stock price may experience future volatility.
  33




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ITEM 7  FINANCIAL STATEMENTS
  
 ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A(T)  CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
 disclosure controls and procedures
  Internal Control over Financial Reporting
 Managements Report on Internal Control over Financial Reporting
   34




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Changes in Internal Control over Financial Reporting
  
 ITEM 8B  OTHER INFORMATION
  
 PART III
  
 ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
  
 ITEM 10  EXECUTIVE COMPENSATION
  
 ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
  
 ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 13  EXHIBITS
  
 ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES
  35




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SIGNATURES
  LifeVantage Corporation.a Colorado corporationBy:
    
    /s/ David W. Brown

     David W. BrownIts:
    
    Chief Executive OfficerDate:
    
    September 23, 2008
  Signature
    
    Date
    
    Title/s/ David W. Brown

David W. Brown
    
    September 23, 2008
    
    Chief Executive Officer; Director
(Principal Executive Officer)/s/ Bradford K. Amman

Bradford K. Amman
    
    September 23, 2008
    
    Chief Financial Officer,
Secretary and Treasurer
(Principal Financial
Officer)/s/ James D. Crapo

James D. Crapo
    
    September 23, 2008
    
    Chairman of the Board and
Director/s/ Jack R. Thompson

Jack R. Thompson
    
    September 23, 2008
    
    Director and Chairman of the
Audit Committee/s/ Joe M. McCord

Joe M. McCord
    
    September 23, 2008
    
    Director/s/ Richard D. Jones

Richard D. Jones
    
    September 23, 2008
    
    Director/s/ Garry Mauro

Garry Mauro
    
    September 23, 2008
    
    Director
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EXHIBIT INDEX
 ExhibitNumber
    
    Title2.1
    
    Agreement and Plan of Reorganization between Lifeline Nutraceuticals
Corporation and Yaak River Resources, Inc. dated September 21,
2004(1)2.2
    
    Settlement and Release Agreement and Plan of Reorganization dated
March 10, 2005, among Lifeline Therapeutics, Inc., Lifeline
Nutraceuticals Corporation and Michael Barber (2)3.1
    
    Articles of Incorporation of the Registrant, as amended(9)3.2
    
    Amended and Restated Bylaws of the Registrant(9)4.01
    
    Form of Warrant(12)4.02
    
    Form of Convertible Debenture(12)10.1
    
    Form of Unit Warrant Certificate (3)10.2
    
    Form of Bridge Warrant Certificate (3)10.3
    
    Form of Placement Agent Warrant Certificate (3)10.4
    
    Secured Indemnification Agreement dated February 21, 2005 between
Lifeline Therapeutics, Inc. and William J. Driscoll and Rosemary
Driscoll (3)10.5
    
    Interim Executive Services Agreement between Lifeline Therapeutics,
Inc. and Tatum CFO Partners, LLP dated August 1, 2005 (4)10.6
    
    Agreement between Lifeline Therapeutics, Inc. and William Driscoll
dated July 1, 2005 (4)10.7
    
    Form of Placement Agent Warrant Certificate (5)10.8
    
    Selling Agreement dated January 14, 2005 between Lifeline
Therapeutics, Inc. and Keating Securities, LLC (5)10.9
    
    Memorandum Agreement dated November 16, 2004 between Lifeline
Nutraceuticals Corporation and The Scott Group (5)10.10
    
    Lifevantage Corporation 2007 Long-Term Incentive Plan (11)10.11
    
    Independent Contractors Agreement dated September 1, 2005 between
Lifeline Therapeutics, Inc. and Robert Sgarlata Associates, Inc.
(6)10.12
    
    Statement regarding Javier Baz Employment Agreement (6)10.13
    
    Employment Agreement dated November 28, 2005 by and between Lifeline
Therapeutics, Inc. and Stephen K. Onody (7)10.14
    
    Employment Agreement dated January 4, 2006 by and between Lifeline
Therapeutics, Inc. and Gerald J. Houston (8)10.15
    
    Voting Agreement and Irrevocable Proxy dated July 1, 2005 between
Lifeline Therapeutics, Inc. and William Driscoll (9)10.16
    
    Voting Agreement and Irrevocable Proxy dated February 9, 2006 among
Lifeline Therapeutics, Inc. Paul Myhill and Lisa Gail Myhill
(9)10.17
    
    Manufacturing Agreement dated February 26, 2004 and amended on
February 26, 2004 between Lifeline Therapeutics, Inc. and The Chemins
Company (9)10.18
    
    Lease dated as of August, 2005 between Property Colorado OBJLW One
Corporation and Lifeline Therapeutics, Inc.(9)
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ExhibitNumber
    
    Title10.19
    
    Lease dated July 1, 2008 between Bernardo Regency, L.L.C. and
LifeVantage Corporation *10.20
    
    Confidential Termination Agreement and General Release of Claims
dated February 14, 2007 between Gerald J. Houston and the Company
(10)10.21
    
    Letter Agreement dated June 1, 2007 between Aspenwood Capital and
Lifevantage Corporation (12)10.22
    
    Letter Agreement dated September 28, 2007 between Bolder Venture
Partners and Lifevantage Corporation (12)10.23
    
    Purchase Agreement between General Nutrition Distribution, LP and
Lifevantage Corporation, dated June 21, 2006 (3)21.1
    
    List of subsidiaries (4)23.1
    
    Consent of Ehrhardt Keefe Steiner & Hottman PC *31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 *31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 *32.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *32.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 *
 
 (1)
    
    Filed as an exhibit to Yaak River Resources, Inc.s Current Report of Form 8-K (File
No. 000-30489), filed on September 28, 2004, and incorporated herein by reference.(2)
    
    Filed as an exhibit to LifeVantage Corporations Current
Report of Form 8-K (File No. 000-30489), filed on March 14, 2005, and incorporated herein by reference.(3)
    
    Filed as an exhibit to LifeVantage Corporations Registration Statement on Form SB-2
(File No. 333-126288), filed on June 30, 2005, and incorporated herein by reference.(4)
    
    Filed as an exhibit to LifeVantage Corporations Annual Report on Form 10-KSB (File No.
000-30489), filed on October 13, 2005, and incorporated herein by reference.(5)
    
    Filed as an exhibit to LifeVantage Corporations Registration Statement on Form SB-2/A
(File No. 333-126288), filed on February 6, 2006, and incorporated herein by reference.(6)
    
    Filed as an exhibit to LifeVantage Corporations Registration Statement on Form SB-2/A
(File No. 333-126288), filed on May 26, 2006, and incorporated herein by reference.(7)
    
    Filed as an exhibit to LifeVantage Corporations Current Report on Form 8-K (File No.
000-30489), filed on November 29, 2005, and incorporated herein by reference.(8)
    
    Filed as an exhibit to LifeVantage Corporations Current Report on Form 8-K (File No.
000-30489), filed on January 4, 2006, and incorporated herein by reference.(9)
    
    Filed as an exhibit to LifeVantage Corporations Annual Report on Form 10-KSB (file No.
000-30489), filed on September 28, 2006, and incorporated herein by reference.(10)
    
    Filed as an exhibit to Lifevantage Corporations Quarterly Report on Form 10-QSB (file
No. 000-30489), filed on May 14, 2007, and incorporated herein by reference.(11)
    
    Filed with the LifeVantage Proxy on Form 14-A (File No. 000-30489) dated October 20, 2006,
and incorporated herein by reference.(12)
    
    Filed as an exhibit to Lifevantage Corporations Registration Statement on Form SB-2
(File No. 333-148119), filed December 17, 2007, and incorporated herein by reference.*
    
    Filed herewith. 38




---



##### 



LIFEVANTAGE CORPORATION
 Index to Consolidated Financial Statements
  
 Report of Independent Registered Public Accounting Firms
    
    F-2  F-3Consolidated Financial Statements:Consolidated Balance Sheets as of June 30, 2008 and 2007
    
    F-4Consolidated Statements of Operations for the years ended
June 30, 2008 and 2007
    
    F-5Consolidated Statements of Stockholders Equity and
Comprehensive Income for the years ended June 30, 2008 and
2007
    
    F-6  F-7Consolidated Statements of Cash Flows for the years ended
June 30, 2008 and 2007
    
    F-8  F-9Notes to Consolidated Financial Statements
    
    F-10  F-26
  F-1




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/Ehrhardt Keefe Steiner & Hottman PC
 
 F-2




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    /s/Gordon, Hughes & Banks, LLP
 
 F-3




---



##### Table of Contents



June 30, 2008
    
    June 30, 2007ASSETSCurrent assetsCash and cash equivalents
    
    $
    196,883
    
    
    $
    160,760Marketable securities, available for sale
    
    
    1,100,000
    
    
    
    Accounts receivable, net
    
    
    98,008
    
    
    
    398,463Inventory
    
    
    104,415
    
    
    
    27,834Deferred expenses
    
    
    72,049
    
    
    
    117,807Deposit with manufacturer
    
    
    277,979
    
    
    
    388,791Prepaid expenses
    
    
    124,049
    
    
    
    60,175Total current assets
    
    
    1,973,383
    
    
    
    1,153,830Long-term assetsProperty and equipment, net
    
    
    63,559
    
    
    
    108,915Intangible assets, net
    
    
    2,270,163
    
    
    
    2,311,110Deferred debt offering costs, net
    
    
    193,484
    
    
    
    Deposits
    
    
    48,447
    
    
    
    340,440TOTAL ASSETS
    
    $
    4,549,036
    
    
    $
    3,914,295LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesRevolving line of credit and accrued interest
    
    $
    166,620
    
    
    $
    Accounts payable
    
    
    139,803
    
    
    
    148,699Accrued expenses
    
    
    338,268
    
    
    
    230,811Deferred revenue
    
    
    510,765
    
    
    
    818,250Capital lease obligations, current portion
    
    
    846
    
    
    
    2,301Total current liabilities
    
    
    1,156,302
    
    
    
    1,200,061Long-term liabilitiesCapital lease obligations, net of current portion
    
    
    
    
    
    
    846Convertible debt, net of discount
    
    
    223,484
    
    
    
    Total liabilities
    
    
    1,379,786
    
    
    
    1,200,907Commitments and contingenciesStockholders equityPreferred
stock - par value $.001, 50,000,000 shares
authorized, no shares issued or outstanding
    
    
    
    
    
    
    Common
stock, - par value $.001,
250,000,000 shares authorized
and 24,766,117 and 22,268,034 issued and
outstanding as of June 30, 2008 and
2007, respectively
    
    
    24,766
    
    
    
    22,268Additional paid-in capital
    
    
    17,902,840
    
    
    
    15,395,037Accumulated (deficit)
    
    
    (14,758,356
    )
    
    
    (12,703,917
    )Total stockholders equity
    
    
    3,169,250
    
    
    
    2,713,388TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    4,549,036
    
    
    $
    3,914,295
  F-4




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##### Table of Contents



For the years endedJune 30, 2008
    
    
    
    June 30, 2007Sales, net
    
    $
    3,200,174
    
    
    
    $
    5,050,988Cost of sales
    
    
    695,386
    
    
    
    
    1,022,792Gross profit
    
    
    2,504,788
    
    
    
    
    4,028,196Operating expenses:Marketing and customer service
    
    
    1,655,461
    
    
    
    
    2,991,302General and administrative
    
    
    2,108,338
    
    
    
    
    4,355,803Research and development
    
    
    324,106
    
    
    
    
    245,561Depreciation and amortization
    
    
    219,690
    
    
    
    
    92,433Loss on disposal of assets
    
    
    
    
    
    
    
    105,621Total operating expenses
    
    
    4,307,595
    
    
    
    
    7,790,720Operating (loss)
    
    
    (1,802,807
    )
    
    
    
    (3,762,524
    )Other income and (expense):Interest income
    
    
    45,315
    
    
    
    
    71,105Interest (expense)
    
    
    (296,947
    )
    
    
    
    Other (expense)
    
    
    
    
    
    
    
    (2,159
    )Total other (expense) income
    
    
    (251,632
    )
    
    
    
    68,946Net (loss)
    
    $
    (2,054,439
    )
    
    
    $
    (3,693,578
    )Net (loss) per share, basic and diluted
    
    $
    (0.09
    )
    
    
    $
    (0.17
    )Weighted average shares outstanding, basic and diluted
    
    
    22,710,096
    
    
    
    
    22,268,034
  F-5




---



##### Table of Contents



AccumulatedCommon Stock
    
    
    Additional
    
    
    Other Comprehensive
    
    
    Accumulated
    
    
    
    
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Paid In Capital
    
    
    Income/(loss)
    
    
    Deficit
    
    
    Total
    
    
    IncomeBalances, July 1, 2006
    
    
    22,117,992
    
    
    $
    22,118
    
    
    
    *           $14,018,487
    
    
    $
    (55,607
    )
    
    $
    (9,010,339
    )
    
    $
    4,974,659Unrealized (gain) on
securities available for
sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,607
    
    
    
    
    
    
    
    55,607
    
    
    
    55,607Options/Warrants issued for
services
    
    
    
    
    
    
    
    
    
    
    1,345,200
    
    
    
    
    
    
    
    
    
    
    
    1,345,200Stock issued for services
    
    
    150,042
    
    
    
    150
    
    
    
    31,350
    
    
    
    
    
    
    
    
    
    
    
    31,500Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,693,578
    )
    
    
    (3,693,578
    )
    
    
    (3,693,578
    )Balances, June 30, 2007
    
    
    22,268,034
    
    
    $
    22,268
    
    
    $
    15,395,037
    
    
    $
    0
    
    
    $
    (12,703,917
    )
    
    $
    2,713,388
    
    
    $
    (3,637,971
    )
 
 *
    
    Restated  F-6




---



##### Table of Contents



Common
    
    
    Stock
    
    
    Additional
    
    
    Accumulated
    
    
    
    
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Paid In Capital
    
    
    Deficit
    
    
    Total
    
    
    IncomeBalances, July 1, 2007
    
    
    22,268,034
    
    
    $
    22,268
    
    
    $
    15,395,037
    
    
    $
    (12,703,917
    )
    
    $
    2,713,388Options/Warrants issued for
services
    
    
    
    
    
    
    
    
    
    
    436,104
    
    
    
    
    
    
    
    436,104Exercise of options and
warrants
    
    
    1,548,083
    
    
    
    1,548
    
    
    
    452,023
    
    
    
    
    
    
    
    453,571Stock issued for services
    
    
    150,000
    
    
    
    150
    
    
    
    41,849
    
    
    
    
    
    
    
    41,999Net (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,054,439
    )
    
    
    (2,054,439
    )
    
    
    (2,054,439
    )Warrants
issued pursuant to Private Placement
    
    
    
    
    
    
    
    
    
    
    681,067
    
    
    
    
    
    
    
    681,067Beneficial Conversion
Feature
    
    
    
    
    
    
    
    
    
    
    737,560
    
    
    
    
    
    
    
    737,560Conversion of debt to equity
    
    
    800,000
    
    
    
    800
    
    
    
    159,200
    
    
    
    
    
    
    
    160,000Balances, June 30, 2008
    
    
    24,766,117
    
    
    $
    24,766
    
    
    $
    17,902,840
    
    
    $
    (14,758,356
    )
    
    $
    3,169,250
    
    
    $
    (2,054,439
    )
  F-7




---



##### Table of Contents



For the years endedJune 30, 2008
    
    
    June 30, 2007Cash Flows from Operating Activities:Net (loss)
    
    $
    (2,054,439
    )
    
    
    $
    (3,693,578
    )Adjustments to reconcile net (loss) to net cash (used) by
operating activities:Depreciation and amortization
    
    
    219,690
    
    
    
    
    92,432Loss on disposition of assets
    
    
    
    
    
    
    
    103,819Stock based compensation to employees
    
    
    322,150
    
    
    
    
    1,199,440Stock based compensation to non-employees
    
    
    155,953
    
    
    
    
    177,110Non-cash interest expense from convertible debentures
    
    
    209,230
    
    
    
    
    Changes in operating assets and liabilities:Decrease/(increase) in accounts receivable, net
    
    
    300,455
    
    
    
    
    (290,571
    )(Increase)/decrease in inventory
    
    
    (76,581
    )
    
    
    
    17,167Decrease in deposits to manufacturer
    
    
    110,812
    
    
    
    
    166,510(Increase)/decrease in prepaid expenses
    
    
    (63,874
    )
    
    
    
    256,484Decrease/(increase) in deposits
    
    
    291,993
    
    
    
    
    (23,819
    )(Decrease) in accounts payable
    
    
    (8,896
    )
    
    
    
    (465,134
    )Increase/(decrease) in accrued expenses
    
    
    107,457
    
    
    
    
    (168,494
    )(Decrease) in deferred revenue
    
    
    (307,485
    )
    
    
    
    (326,700
    )Decrease in deferred expenses
    
    
    45,758
    
    
    
    
    34,870Net Cash (Used) by Operating Activities
    
    
    (747,777
    )
    
    
    
    (2,920,464
    )Cash Flows (Used)/Provided by Investing Activities:(Purchase) of marketable securities
    
    
    (1,525,000
    )
    
    
    
    Redemption of marketable securities
    
    
    425,000
    
    
    
    
    3,064,180(Purchase) of equipment
    
    
    (11,808
    )
    
    
    
    (60,166
    )(Purchase) of intangible assets
    
    
    (58,490
    )
    
    
    
    (149,068
    )Net Cash (Used)/Provided by Investing Activities
    
    
    (1,170,298
    )
    
    
    
    2,854,946Cash Flows from Financing Activities:Net proceeds from revolving line of credit and accrued interest
    
    
    166,620
    
    
    
    
    Principal payments under capital lease obligation
    
    
    (2,301
    )
    
    
    
    (1,984
    )Proceeds from margin debt
    
    
    
    
    
    
    
    2,093,101Repayment from margin debt
    
    
    
    
    
    
    
    (2,093,101
    )Issuance of common stock
    
    
    453,571
    
    
    
    
    150Private placement fees
    
    
    (153,692
    )
    
    
    
    Proceeds from issuance of private placement of convertible
debentures & warrants
    
    
    1,490,000
    
    
    
    
    Net Cash Provided/(Used) by Financing Activities
    
    
    1,954,198
    
    
    
    
    (1,834
    )Increase/(decrease) in cash and cash equivalents
    
    
    36,123
    
    
    
    
    (67,352
    )Cash and
Cash Equivalents  beginning of period
    
    
    160,760
    
    
    
    
    228,112Cash and
Cash Equivalents  end of period
    
    $
    196,883
    
    
    
    $
    160,760
  F-8




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##### Table of Contents



For the years endedJune 30, 2008
    
    
    June 30, 2007Non Cash Investing and Financing Activities:Conversion of long-term debt to equity
    
    $
    160,000
    
    
    
    $
    Warrants issued for private placement
fees for convertible debentures
    
    $
    94,488
    
    
    
    $
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid for interest expense
    
    $
    87,718
    
    
    
    $
    Cash paid for income taxes
    
    $
    
    
    
    
    $
    
  F-9




---



##### Table of Contents



LIFEVANTAGE
CORPORATION AND SUBSIDIARY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Note 1
- Organization and Basis of Presentation:
 ®
  Liquidity and managements plans for operations
   
    
    The Company re-evaluated its marketing programs and has either cancelled or allowed
to expire various marketing and positioning contracts, replacing them with a more
targeted advertising plan. The marketing plan can be expanded or contracted according
to available cash flows. Cash flow savings from changing from the Companys previous
national print and radio marketing programs to the Companys more targeted marketing
approach were approximately $1,600,000 per year.
    
    Beginning during fiscal 2007, in effort to cut expenses, several employees were
terminated and consultant contracts were allowed to expire without renewal and
management has balanced corporate responsibilities among remaining personnel. Cash flow
savings from changes to the Companys current personnel were approximately $1,100,000
per year.
    
    The Company re-evaluated its consultant contracts including web hosting and call
center operations and has either cancelled various contracts or allowed them to expire
and replaced them with more cost-efficient contracts. Cash flow savings from the
expiration or termination of the Companys consultant contracts were approximately
$400,000 per year.
 F-10




---



##### Table of Contents




    
    In January 2008, the Company hired David Brown as its President and CEO in an effort
to grow sales and add new revenue streams. Mr. Brown has vast nutraceutical industry
experience and a proven track record of strong revenue growth with other companies he
has previously led.
    
    The Company has adopted new marketing promotions as well as new customer service
retention and recapture programs. Such programs are not expected to increase sales
immediately but are expected to reduce direct sales erosion experienced in fiscal 2007.
Sales increases are expected to result from the redesign of Companys product website
and enhanced direct to consumer marketing, as well as expansion into the natural
product market with contracts with several well-known natural foods retailers and
brokers.
    
    The Company has retained the services of Peter Baloff, an award winning producer and
director, who has produced over 200 commercials and sales films for companies including
Princess Cruises, Hallmark, Colombia Pictures, Universal Pictures, CBS, NBC and Capitol
Records. Mr. Baloff produced 1-minute, 2-minute and 5-minute spots for LifeVantage,
which have been aired on the Biography Channel, Fit-TV, Food-TV, The Learning Channel,
and the Travel Channel.
  Note 2
- Summary of Significant Accounting Policies
 Consolidation
  Use of Estimates
  Revenue Recognition
  F-11




---



##### Table of Contents



®
  Accounts Receivable
   Inventory
  June 30,2008
    
    
    2007Finished goods
    
    $
    87,393
    
    
    $
    10,947Packaging supplies
    
    
    17,022
    
    
    
    16,887Total inventory
    
    $
    104,415
    
    
    $
    27,834
 F-12




---



##### Table of Contents



Earnings per share
  Research and Development Costs
  Advertising Costs
  Cash and Cash Equivalents
 Accounting for Certain Investments in Debt and Equity Securities
 Marketable Securities
 available for sale
  F-13




---



##### Table of Contents



Unrealized
    
    
    Estimated Fair(Loss)
    
    
    ValueAs of June 30, 2008Available for sale securities$
    
    
    
    $
    1,100,000As of June 30, 2007Available for sale securities
    
    
    
    
 Deposit with Manufacturer
  Shipping and Handling
  F-14




---



##### Table of Contents



Property and Equipment
  June 30,2008
    
    
    2007Equipment
    
    $
    159,490
    
    
    $
    148,899Software
    
    
    60,925
    
    
    
    59,708Accumulated depreciation
    
    
    (156,856
    )
    
    
    (99,692
    )Property and equipment, net
    
    $
    63,559
    
    
    $
    108,915
 Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
  June 30,2008
    
    2007Patent costs
    
    $
    2,246,074
    
    
    $
    2,203,659Trademark costs
    
    
    123,526
    
    
    
    107,451Amortization of
patents &
trademarks
    
    
    (99,437
    )
    
    
    Intangible assets, net
    
    $
    2,270,163
    
    
    $
    2,311,110
 Patents
   F-15




---



##### Table of Contents



Impairment of Long-Lived Assets
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Income Taxes
  Concentration of Credit Risk
 Disclosure of Information About Financial
Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentrations of Credit
Ris
 Stock-Based Compensation
 Share-Based Payment
  F-16




---



##### Table of Contents



Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling, Goods or Services
  1.
    
    risk-free interest rate of between 2.31 and 4.26 percent in fiscal 2008
and between 4.54 and 4.97 in fiscal year 2007.2.
    
    dividend yield of -0- percent in fiscal 2008 and 2007;3.
    
    expected life of 3 - 6 years in fiscal 2008 and 2007;4.
    
    a volatility factor of the expected market price of the Companys common stock
of 74 percent in fiscal 2008 and 2007.
  Derivative financial instruments
  Accounting for Derivative Financial Instruments Indexed to, and Potentially
 F-17




---



##### Table of Contents



Settled in, a Companys Own Stock, Meaning of Conventional Convertible Debt Instrument in Issue No. 00-19 Accounting for Derivative Instruments and Hedging Activities
  Accounting for Contingencies .
 Accounting for Convertible Securities
with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, Application of Issue No. 98-5 to Certain
Convertible Instruments
 Accounting for Convertible Debt and Debt Issued with Stock Purchase
Warrants
 Reclassification
  Segments of an Enterprise and Related Information
 Disclosures about Segments of an
Enterprise and Related Information,
 F-18




---



##### Table of Contents



Comprehensive Income
 Reporting Comprehensive Income
 Effect of New Accounting Pronouncements
 Fair
Value Measurements
 Business Combinations (revised 2007), Business Combinations, . purchase method
 Noncontrolling Interest in Consolidated Financial Statements-an amendment of ARB No. 51
 Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No.
133
 F-19




---



##### Table of Contents



Note 3
 Accounting for Intellectual Property
 Accounting for the Impairment or Disposal of Long-Lived Assets
  Note 4
 Convertible Debentures
    F-20




---



##### Table of Contents



Note 5
 Line of Credit
  F-21




---



##### Table of Contents



Note 6
 Stockholders Equity
     Note 7
 Stock Option Grants and Warrants
 Stock
Option Grants
  F-22




---



##### Table of Contents



Warrants
  Options
    
    
    
    Warrants
    
    
    
    Exercise PriceOutstanding and exercisable, June 30, 2006
    
    
    1,716,000
    
    
    
    
    6,169,294
    
    
    
    $
    2.55Granted
    
    
    2,518,321
    
    
    
    
    1,512,088
    
    
    
    $
    0.59Cancelled
    
    
    
    
    
    
    
    
    
    
    
    $
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    $
    Expired
    
    
    (1,334,290
    )
    
    
    
    
    
    
    
    $
    2.78Outstanding and exercisable, June 30, 2007
    
    
    2,900,031
    
    
    
    
    7,681,382
    
    
    
    $
    2.01Granted
    
    
    2,805,000
    
    
    
    
    9,882,992
    
    
    
    $
    0.35Cancelled
    
    
    
    
    
    
    
    
    
    
    
    $
    Exercised
    
    
    (115,000
    )
    
    
    
    (1,433,083
    )
    
    
    $
    0.29Expired
    
    
    (1,955,666
    )
    
    
    
    (4,856,211
    )
    
    
    $
    0.68Outstanding and exercisable, June 30, 2008
    
    
    3,634,365
    
    
    
    
    11,275,080
    
    
    
    $
    0.37Options
    
    
    WarrantsYear ended June 30, 2007:Weighted average exercise price
    
    $
    1.66
    
    
    
    $
    1.89Weighted average remaining contractual life (years)
    
    
    8.7
    
    
    
    
    2.4Weighted average fair value of options and
warrants granted during 2007
    
    $
    1.66
    
    
    
    $
    1.89Year ended June 30, 2008:Weighted average exercise price
    
    $
    0.45
    
    
    
    $
    0.35Weighted average remaining contractual life (years)
    
    
    9.2
    
    
    
    
    3.9Weighted average fair value of options and
warrants granted during 2008
    
    $
    0.38
    
    
    
    $
    0.30
 Note 8
 Fair Value of Financial Instruments
 Disclosures about Fair Value of Financial
Instruments,
 F-23




---



##### Table of Contents



Note 9
 Income Taxes
   2008
    
    
    2007Current taxes
    
    $
    
    
    
    $
    Deferred taxes
    
    
    46,000
    
    
    
    (880,000
    )Less: valuation allowance
    
    
    (46,000
    )
    
    
    880,000Net income tax provision (benefit)
    
    $
    
    
    
    $
    
  2008
    
    
    2007Federal statutory income tax rate
    
    
    (34.00
    %)
    
    
    (34.00
    %)State income taxes
    
    
    (3.06
    %)
    
    
    (3.06
    %)Tax return to provision true-up
    
    
    36.13
    %
    
    
    Permanent
differences  interest on convertible debt
    
    
    3.18
    %
    
    
    14.25
    % other
    
    
    
    
    
    
    (1.03
    %)Increase in valuation allowance
    
    
    (2.25
    %)
    
    
    23.84
    %Net income tax provision (benefit)
    
    
    
    
    
    
    
  2008
    
    
    2007Deferred tax assets:Federal and state net operating loss carryovers
    
    $
    2,767,000
    
    
    $
    2,241,000Contribution carryover
    
    
    249,000
    
    
    
    260,000Deferred revenue net of deferred expenses
    
    
    163,000
    
    
    
    271,000Stock option compensation
    
    
    148,000
    
    
    
    Accrued interest & allowance for returns
    
    
    114,000
    
    
    
    Deferred tax asset
    
    $
    3,441,000
    
    
    $
    2,772,000Deferred tax liabilities:Deferred debt offering costs
    
    $
    (72,000
    )
    
    $
    State income taxes
    
    
    
    
    
    
    (75,000
    )Patents and trademarks
    
    
    (720,000
    )
    
    
    Property & equipment
    
    
    
    
    
    
    (2,000
    )Total deferred liabilities
    
    
    (792,000
    )
    
    
    (77,000
    )Net deferred tax asset
    
    
    2,649,000
    
    
    
    2,695,000Less: valuation allowance
    
    
    (2,649,000
    )
    
    
    (2,695,000
    )Deferred tax liability
    
    $
    
    
    
    $
    
 F-24




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##### Table of Contents



Accounting for Uncertainty in Income Taxes
 Note
10  Commitments and Contingencies
    Year ending June 30,2009
    
    $
    70,6502010
    
    
    97,4942011
    
    
    100,9072012
    
    
    104,4392013
    
    
    108,094Total future minimum Lease payments
    
    $
    481,584
 F-25




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##### Table of Contents



Note
11  Interim Financial Results (Unaudited)
  
 YearQuarter
    
    endedYear ended June 30, 2008
    
    First
    
    Second
    
    Third
    
    Fourth
    
    June 30, 2008Sales, net
    
    $
    807.3
    
    
    $
    796.4
    
    
    $
    783.9
    
    
    $
    812.6
    
    
    $
    3,200.2Gross profit
    
    
    630.0
    
    
    
    610.4
    
    
    
    609.1
    
    
    
    655.3
    
    
    
    2,504.8Net income (loss)
    
    $
    (298.7
    )
    
    $
    (401.8
    )
    
    $
    (604.7
    )
    
    $
    (749.2
    )
    
    $
    (2,054.4
    )Per common share:Loss per share, basic
and diluted
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.03
    )
    
    $
    (0.09
    )
 YearQuarter
    
    endedYear ended June 30, 2007
    
    First
    
    Second
    
    Third
    
    Fourth
    
    June 30, 2007Sales, net
    
    $
    2,075.5
    
    
    $
    1,136.8
    
    
    $
    995.3
    
    
    $
    843.4
    
    
    $
    5,051.0Gross profit
    
    
    1,699.9
    
    
    
    887.6
    
    
    
    781.7
    
    
    
    659.0
    
    
    
    4,028.2Net income (loss)
    
    $
    (820.2
    )
    
    $
    (1,765.0
    )
    
    $
    (582.3
    )
    
    $
    (526.1
    )
    
    $
    (3,693.6
    )Per common share:Loss per share, basic
and diluted
    
    $
    (0.04
    )
    
    $
    (0.08
    )
    
    $
    (0.03
    )
    
    $
    (0.02
    )
    
    $
    (0.17
    )
 Note
12  Subsequent Event
  F-26