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SEC Comment Letter for Luvu Brands, Inc. (LUVU) (CIK 0001374567) (LUVU) — Feb 8, 2011

Luvu Brands, Inc. (LUVU) (CIK 0001374567)
Date: Feb. 8, 2011 · CIK: 0001374567 · Accession: 0000000000-11-008288

AI Filing Summary & Sentiment

File numbers found in text: 000-53314

Referenced dates: December 11, 2009

Date
December 28, 2010
Author
Tom Kluck
Form
UPLOAD
Company
Luvu Brands, Inc. (LUVU) (CIK 0001374567)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE December 28, 2010 Louis S. Friedman Chief Executive Officer Wes Consulting, Inc. 2745 Bankers Industrial Drive Atlanta, GA 30360

Re: WES Consulting, Inc. Amendment No. 2 to Preliminar y Information Statement on Schedule 14C Filed November 24, 2010 File No. 000-53314

Dear Mr. Friedman: We have conducted a limited review of your amendment 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 this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. General

1. We note your response to comment 1 in our letter dated December 11, 2009. Please clarify if you are providing a copy of the reports inco rporated by reference to shareholders. Please refer to Items 13(b)(2) and 14(e) of Schedule 14A. 2. We note your response to comment 2 in our letter dated December 11, 2009. It appears from your response that you have already cons ummated the merger prior to filing this information statement. You further concl ude that consents were provided for the approval of the merger, which would include the issuance of shares to Liberator’s shareholders. Please clarify how you have co mplied with Rule 14c-2 of the Exchange Act.

Louis S. Friedman WES Consulting, Inc. December 28, 2010 Page 2

3. Please tell us why the number of shares outst anding and percentage approval disclosure has changed significantly fr om your last amendment. 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 include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that:  the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. 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: Peter Hogan via facsimile (310) 208-1154

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

       DIVISION OF
CORPORATION FINANCE

December 28, 2010
 Louis S. Friedman  Chief Executive Officer  Wes Consulting, Inc.  2745 Bankers Industrial Drive Atlanta, GA 30360

Re: WES Consulting, Inc.
 Amendment No. 2 to Preliminar y Information Statement on
Schedule 14C Filed November 24, 2010
 File No. 000-53314

Dear Mr. Friedman:
 We have conducted a limited review of  your amendment 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 General

1. We note your response to comment 1 in our  letter dated December 11, 2009.  Please
clarify if you are providing a copy of the reports inco rporated by reference to
shareholders.  Please refer to Items 13(b)(2) and 14(e) of Schedule 14A.
 2. We note your response to comment 2 in our letter dated December 11, 2009.  It appears
from your response that you have already cons ummated the merger prior to filing this
information statement.  You further concl ude that consents were provided for the
approval of the merger, which would include the issuance of shares to Liberator’s
shareholders.  Please clarify how you have co mplied with Rule 14c-2 of the Exchange
Act.

Louis S. Friedman
WES Consulting, Inc. December 28, 2010
Page 2

3. Please tell us why the number of shares outst anding and percentage approval disclosure
has changed significantly fr om your last amendment.
 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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 comments as  a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
  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: Peter Hogan  via facsimile (310) 208-1154