SecProbe.io

June 19, 2012
 Via Facsimile

Mr. Ronald P. Scott Chief Financial Officer Liberator, Inc. 2745 Bankers Industrial Drive Atlanta, GA  30360
RE: Liberator, Inc.
Item 4.01 Form 8-K Filed June 15, 2012 File No. 0-53314

Dear Mr. Scott:
 We have reviewed your filing 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 fi ve 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 ma y have additional comments.
            1. We note that you have elected to “terminate” the relationship with your former accountant.
Please amend the Form 8-K to state whether the former accountant resigned, declined to
stand for re-election or was dismissed, as re quired by Item 304(a)(1)(i) of Regulation S-K.
 2. Please amend the Form 8-K to state, if true, that the former accountant’s reports,
instead of report, on the financ ial statements for either of  the past two years did not
contain an adverse opinion or a disclaim er of opinion and were not qualified or
modified as to uncertainty, audit scope, or  accounting principles, other than to state
that there is substantial doubt as to your ability to continue as a going concern.  See
Item 304(a)(1)(ii) of Regulation S-K.
 3. To the extent that you make changes to the Fo rm 8-K to comply with our comments, please
obtain and file an updated Exhibit 16 letter fr om the former accountants stating whether the
accountant agrees with the statements  made in your amended Form 8-K.

Mr. Ronald P. Scott Liberator, Inc. June 19, 2011 Page 2

 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 federa l securities laws of  the United States.
You may contact me at (202)  551-3866 with any questions.

 Sincerely,          /s/ Jeffrey Gordon       Jeffrey Gordon  Staff Accountant