SEC Comment Letter for Luvu Brands, Inc. (LUVU) (CIK 0001374567) (LUVU) — Jul 3, 2007
Luvu Brands, Inc. (LUVU) (CIK 0001374567)
Date: July 3, 2007 · CIK: 0001374567 · Accession: 0000000000-07-032368
AI Filing Summary & Sentiment
File numbers found in text: 333-141022
Letter
Mail Stop 4561 May 30, 2007 Sanford H. Barber President and Chief Executive Officer WES Consulting, Inc. 4801 96th Street N. St. Petersburg, Florida 33708
Re: WES Consulting, Inc. Registration Statement on Form SB-2 Filed May 4, 2007 File No. 333-141022
Dear Mr. Barber:
We have reviewed your filing and have th e following comments. 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 commen t is inapplicable or a revision is unnecessary. Please be as detailed as necessa ry in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements 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 fr ee to call us at the telephone numbers listed at the end of th is letter.
General
General 1. Please tell us how you have complied with It em 310(g) of Regulation S-B as it requires that a registration statement can not be declared effective later than the 134th day after the latest balance sheet date.
Sanford H. Barber WES Consulting, Inc. May 30, 2007 Page 2
Plan of Distribution, page 9 2. In this section, you state th at your “selling security holders are underwriters in accordance with the 1933 Securities Act.” Pl ease advise us as to why you are identifying your selling security holders as underwriters. If your selling security holders are in fact underwriters, please revise your disclosure to disclose that the sell ing security holders may not rely on Rule 144 in selling their securiti es. If the selling security holders are not underwriters, please revise your disclosure as necessary.
Recent Sales of Unregister ed Securities, page II-1 3. We note your response to comment 10. We note your disclosure that your investors were “educated and informed concerning small inve stments, such as the $3.00 investment in our company.” Please tell us whether your i nvestors had access to the same kind of information about your company that would appear in an SEC registration statement and whether they were able to comprehend and eval uate such information so as to enable you to rely on Section 4(2) of the Securities Act of 1933. Otherwise, please identify another exemption from registration on which you may have relied or provide us with an analysis as to why you were not require d to register this offering.
* * * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comm ents after reviewing your amendment and responses to our comments. We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes all information require d under the Securities Act of 1933 and that they have provided all informati on investors require for an informed investment decision. Since the company and its management are in possession of a ll facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
Sanford H. Barber WES Consulting, Inc. May 30, 2007 Page 3 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not re lieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and th e 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.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Divisi on of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offeri ng of the securities specified in the above registration statement. We w ill act on the request and, pursuant to delegated authority, grant acceleration of the effective date. We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please a llow adequate time after the fili ng of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Eric McPhee at 202-551- 3693 or Daniel Gordon, Accounting Branch Chief, at 202-551-3486 if you have questions rega rding comments on the financial statements and related matters. Please contact me at 202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
Show Raw Text
Mail Stop 4561
May 30, 2007
Sanford H. Barber
President and Chief Executive Officer
WES Consulting, Inc.
4801 96th Street N.
St. Petersburg, Florida 33708
Re: WES Consulting, Inc.
Registration Statement on Form SB-2
Filed May 4, 2007
File No. 333-141022
Dear Mr. Barber:
We have reviewed your filing and have th e following comments. 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 commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation. In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.
General
General
1. Please tell us how you have complied with It em 310(g) of Regulation S-B as it requires
that a registration statement can not be declared effective later than the 134th day after the
latest balance sheet date.
Sanford H. Barber
WES Consulting, Inc.
May 30, 2007 Page 2
Plan of Distribution, page 9
2. In this section, you state th at your “selling security holders are underwriters in
accordance with the 1933 Securities Act.” Pl ease advise us as to why you are identifying
your selling security holders as underwriters. If your selling security holders are in fact
underwriters, please revise your disclosure to disclose that the sell ing security holders
may not rely on Rule 144 in selling their securiti es. If the selling security holders are not
underwriters, please revise your disclosure as necessary.
Recent Sales of Unregister ed Securities, page II-1
3. We note your response to comment 10. We note your disclosure that your investors were
“educated and informed concerning small inve stments, such as the $3.00 investment in
our company.” Please tell us whether your i nvestors had access to the same kind of
information about your company that would appear in an SEC registration statement and whether they were able to comprehend and eval uate such information so as to enable you
to rely on Section 4(2) of the Securities Act of 1933. Otherwise, please identify another exemption from registration on which you may have relied or provide us with an analysis
as to why you were not require d to register this offering.
* * * *
As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.
Please furnish a cover letter with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes all information require d under the Securities Act
of 1933 and that they have provided all informati on investors require for an informed investment
decision. Since the company and its management are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such
request, acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;
Sanford H. Barber
WES Consulting, Inc.
May 30, 2007 Page 3
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
the company may not assert staff comments and th e 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.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in connection with
our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilitie s under the Securities Act of 1933 and the Securities Exchange Act of
1934 as they relate to the proposed public offeri ng of the securities specified in the above
registration statement. We w ill act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement. Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Eric McPhee at 202-551- 3693 or Daniel Gordon, Accounting Branch
Chief, at 202-551-3486 if you have questions rega rding comments on the financial statements
and related matters. Please contact me at 202-551-3495 with any other questions.
Sincerely,
Elaine Wolff
Branch Chief
cc: Diane J. Harrison, Esq. ( via facsimile )
Harrison Law, P.A.