SEC Comment Letter for Luvu Brands, Inc. (LUVU) (CIK 0001374567) (LUVU) — Mar 17, 2010
Luvu Brands, Inc. (LUVU) (CIK 0001374567)
Date: March 17, 2010 · CIK: 0001374567 · Accession: 0000000000-10-014953
AI Filing Summary & Sentiment
File numbers found in text: 000-53314
Referenced dates: July 9, 2009, November 17, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 3010 December 11, 2009 Louis S. Friedman Chief Executive Officer Wes Consulting, Inc. 2745 Bankers Industrial Drive Atlanta, GA 30360
Re: Wes Consulting, Inc. Amendment No. 1 to Preliminar y Information Statement on Schedule 14C Filed November 25, 2009 File No. 000-53314
Dear Mr. Friedman:
We have conducted a limited review of your filing and have the following comments. Where indicated, we think you s hould 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 unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, 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 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 numbers listed at the end of this letter.
General
1. We note your response to comment 1 of our letter dated November 17, 2009 that you have incorporated the necessary fina ncial information by reference. Your response does not appear to address our original request for your basis for not providing the disclosure required by Item 14 of Schedule 14A. As such, we partially reissue our prior comment. Pl ease refer to Note A and Item 14 of Schedule 14A and discuss your basis for not providing the disclosure requested by the noted Items.
Louis S. Friedman Chief Executive Officer December 11, 2009 Page 2
2. We note your response to comment 2 that shareholder approval was obtained. Please revise to clarify how you obtaine d shareholder approval and tell us your basis for not filing an information statement related to such approval. 3. We note your response to comment 3 th at you relied on Section 4(2) of the Securities Act of 1933 in issui ng the securities to the shar eholders of Liberator. Please tell us the factual basis for such exemption. 4. Please revise your Item 3 of Schedule 14C disclosure to discu ss the interest of persons required to be id entified in that item. 5. We note that prior to the merger, Libera tor had previously merged with Remark Enterprises Inc. We also note that Li berator received comment letters from the staff dated July 9, 2009 and July 28, 2009. Please note that because Liberator is currently your operating busin ess, the comments previous ly provided continue to apply even though Liberator filed a Form 15. As such, under separate cover, for each of the prior comment letters, please provide your responses to all of the outstanding comments. Please note that we will not be in a position to clear our review of this information statement until you have resolved the issues previously raised in the July 9 and July 28, 2009 letters.
* * * *
As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provid e us with a response. You may wish to provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review. Please understand that we may have addi tional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at 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 comments, please provide, in writing, a statement from the company acknowledging that: • the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Louis S. Friedman Chief Executive Officer December 11, 2009 Page 3
• staff comments or changes to disclosu re in response to staff comments do not foreclose the Commission from ta king any action with respect to the filing; and
• the company may not assert staff comments as a defense in any proceeding initiated by the Commissi on or any person under the federal securities laws of the United States.
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. Please contact Duc Dang at (202) 551- 3386 or me at (202) 551-3233 with any other questions. Sincerely,
Tom Kluck B r a n c h C h i e f CC: Greg Jaclin Via facsimile (732) 577-1188
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
December 11, 2009
Louis S. Friedman
Chief Executive Officer Wes Consulting, Inc. 2745 Bankers Industrial Drive Atlanta, GA 30360
Re: Wes Consulting, Inc.
Amendment No. 1 to Preliminar y Information Statement on
Schedule 14C Filed November 25, 2009
File No. 000-53314
Dear Mr. Friedman:
We have conducted a limited review of your filing and have the following
comments. Where indicated, we think you s hould 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 unneces sary. Please be as detailed as necessary
in your explanation. In some of our comme nts, 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 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 numbers listed at the end of this letter.
General
1. We note your response to comment 1 of our letter dated November 17, 2009 that
you have incorporated the necessary fina ncial information by reference. Your
response does not appear to address our original request for your basis for not
providing the disclosure required by Item 14 of Schedule 14A. As such, we
partially reissue our prior comment. Pl ease refer to Note A and Item 14 of
Schedule 14A and discuss your basis for not providing the disclosure requested by
the noted Items.
Louis S. Friedman
Chief Executive Officer
December 11, 2009 Page 2
2. We note your response to comment 2 that shareholder approval was obtained.
Please revise to clarify how you obtaine d shareholder approval and tell us your
basis for not filing an information statement related to such approval.
3. We note your response to comment 3 th at you relied on Section 4(2) of the
Securities Act of 1933 in issui ng the securities to the shar eholders of Liberator.
Please tell us the factual basis for such exemption.
4. Please revise your Item 3 of Schedule 14C disclosure to discu ss the interest of
persons required to be id entified in that item.
5. We note that prior to the merger, Libera tor had previously merged with Remark
Enterprises Inc. We also note that Li berator received comment letters from the
staff dated July 9, 2009 and July 28, 2009. Please note that because Liberator is
currently your operating busin ess, the comments previous ly provided continue to
apply even though Liberator filed a Form 15. As such, under separate cover, for
each of the prior comment letters, please provide your responses to all of the
outstanding comments. Please note that we will not be in a position to clear our
review of this information statement until you have resolved the issues previously
raised in the July 9 and July 28, 2009 letters.
* * * *
As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response. You may wish to
provide us with marked copies of the amendm ent 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 co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at 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 comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
Louis S. Friedman
Chief Executive Officer
December 11, 2009
Page 3
• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and
• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.
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. Please contact Duc Dang at (202) 551- 3386 or me at (202) 551-3233 with any
other questions.
Sincerely,
Tom Kluck
B r a n c h C h i e f CC: Greg Jaclin Via facsimile (732) 577-1188