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
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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