SecProbe.io

CORRESP
1
filename1.htm

    Unassociated Document

    WES
CONSULTING, INC.

    2745
Bankers Industrial Drive

    Atlanta,
GA 30360

    Telephone:
(770) 246-6400

    February
22, 2010

    VIA EDGAR AND FEDERAL
EXPRESS

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549-6010

    Attn:
William Demarest

    Mail Stop
3010

              RE:

              WES
      Consulting, Inc.

    Form
10-K and 10-K/A for the year ended December 31, 2008

    Filed
February 28, 2009 and May 28, 2009

    Forms
10-Q for the quarters ended March 31, June 30 and September 30,
2009

    Filed
May 14, 2009, August 14, 2009, and November 18, 2009

    Comment
Letter December 23, 2009

    File No.
000-53314

    Dear Mr.
Demarest:

    Set forth
below are the Company’s responses to the comments received from the staff
(“Staff”) of the Securities and Exchange Commission (the “Commission”) in the
letter dated December 23, 2009.  We have reproduced the Staff’s
comments for your convenience and have followed each comment with our
response.  References in this letter to “we,” “our,” or “us” mean the
Company or its advisors, as the context may require.  Capitalized
terms not defined herein have the meaning set forth in our filings referenced
above.

    Form 10-Q for the period
ended September 30, 2009

    Part 1. Financial
Information, page 3

              1.

              Please
      advise us why you have presented the historical financial information of
      Liberator, Inc. in your Form l0-Q for the quarter ended September 30,
      2009, given that the merger between WES Consulting and Liberator was not
      consummated until October 19, 2009. It appears that you should have
      presented the historical financial information of WES Consulting, Inc. in
      your Form l0-Q for the quarter ended September 30, 2009, with the merger
      described in a subsequent event footnote. In order to avoid a lapse in
      reporting, the historical financial statements of Liberator for the
      quarter ended September 30, 2009 should have been filed on Form 8-K not
      more than 45 days following the end of the period. Furthermore, the Form
      10-Q to be filed for the quarter ended December 31, 2009 should reflect
      the operating results of Liberator, including the acquisition of WES
      Consulting from the date the merger was
  consummated.

      William
Demarest

      Securities
and Exchange Commission

      February
22, 2010

      Page 2 of
5

    Response:
The historical financial information of Liberator, Inc. was included by mistake
in the Company’s Form 10-Q for the quarter ended September 30,
2009.  We have revised the financial information included with an
amendment to such Form 10-Q (the “Amended 10-Q”) as suggested by the
Staff.  The Company will revise its Form 8-K filed October 22, 2009 to
include the historical financial statements of Liberator, Inc. for the quarter
ended September 30, 2009.  The Company’s Form 10-Q for the quarter
ended December 31, 2009 was filed February 19, 2010 and reflects the operating
results of Liberator.

    Consolidated Condensed
Balance Sheets, page 3

              2.

              In
      future filings, please distinguish the year end balance sheet information
      as audited, if applicable.

    Response:  We
will distinguish the year end balance sheet information as audited, if
applicable, in future filings.

    Consolidated Condensed
Statements of Operations, page 4

              3.

              Please
      tell us and disclose in future filings the circumstances surrounding the
      gain on forgiveness of debt recognized during the quarter ended September
      30, 2009.

    Response:  The
debt in question was debt owed to a former majority shareholder of the
Company.  The shareholder agreed to cancel $31,382 in debt as part of
a July 24, 2009 transaction where Belmont Partners, LLC purchased a majority
stake in the Company from that shareholder.  Pursuant to ASC Subtopic
470-50, Extinguishment of Debt,… “when a debtor is
legally released from being the primary obligor by a creditor, the gain or loss
is considered an ordinary gain or loss, and is a separate item in net income
before extraordinary items.”  We
will also provide such disclosures in future filings.

              4.

              Please
      advise us of your basis for recording expenses related to the reverse
      acquisition as non-operating.

    Response:  We
recorded expenses related to that acquisition in loss from continuing operations
pursuant to ASC 225.

    Note 1 - Organization and
Nature of Business, page 6

              5.

              Please
      define "Company" the first time that it appears in your filing, and revise
      to use it consistently throughout the
document.

    Response:  We
have made such revisions in the Amended 10-Q accordingly.

        William
Demarest

        Securities
and Exchange Commission

        February
22, 2010

        Page 3 of
5

    Note 9 - Commitments and
Contingencies, page 12

    Common Stock Issuance, page
13

              6.

              You
      disclose that Liberator acquired the majority of the issued and
      outstanding common stock of WES Consulting on September 2, 2009. You
      further disclose that Liberator acquired an additional 972,000 shares
      (80.7%) of WES Consulting on the closing date, which is defined as October
      19, 2009.  Please reconcile these statements by clearly
      explaining the details of the transaction, including the role of Belmont
      Partners LLC in future filings. Please provide us with your proposed
      disclosure.

    Response:  The
original Form 10-Q defined two different closing dates as “Closing
Date.”  The October 19, 2009 date was the closing of the merger
transaction between the Company and Liberator.  The September 2, 2009
date was the closing of Liberator’s purchase of shares of our common stock from
Belmont Partners LLC, which is the event during which Liberator purchased the
972,000 shares of our common stock.  We have revised our Amended 10-Q
to reconcile these statements, and we will use such revised language in future
filings to explain these transactions.

    Note 11 - Equity, page
14

    Preferred Stock, page
14

              7.

              Please
      clarify to us and in future filings whether the conversion of the Series A
      Preferred Stock requires common shares issued upon conversion to be
      registered.

    Response:  The
conversion of our Series A Preferred Stock will not require the shares of common
stock issued upon conversion to be registered.  We will disclose this
information in future filings.

              8.

              The
      comment above notwithstanding, please tell us whether there are any
      circumstances in which the registrant would be required to cash settle the
      conversion of the Series A Preferred
Stock.

    Response:  There
are no circumstances set forth in our proposed “Designation of Rights and
Preferences of Series A Convertible Preferred Stock” in which the Company would
be required to cash settle the conversion of the Series A Preferred
Stock.

    Warrants, page
15

              9.

              We
      note that you consummated a reverse merger with OneUp Innovations during
      fiscal 2009. To the extent material, please include a discussion of this
      transaction in future filings.

    Response:  The
merger with OneUp Innovations occurred with Liberator, Inc., the entity with
which we entered into a Merger and Recapitalization Agreement on October 19,
2009.  We have included a discussion of this transaction in our Form
10-Q for the quarter ended December 31, 2009, and we will disclose this
information in other future filings.

        William
Demarest

        Securities
and Exchange Commission

        February
22, 2010

        Page 4 of
5

    Note 12 - Related
Parties,  page 15

              10.

              Please
      provide to us, and disclose in future filings, a reconciliation of the
      carrying values of your related party notes. It is unclear how the related
      party notes payable described in this note agree to the carrying amounts
      recorded on your balance sheet.

    Response:  The
disclosure has been revised to indicate that as of December 31, 2009, the
Company owes a former director $29,948 and the majority shareholder’s wife (who
is also a Company officer) $76,000, with the total amount owed by the Company of
$105,948.  We will disclose this information in future
filings.

    Exhibits 31.1 and
31.2

              11.

              Please
      confirm that your principal executive and principal financial officer
      signed the certifications in their own personal capacity.  Also,
      in future filings, including any amendments, please remove the title of
      the certifying officer(s) in the introductory paragraph of your
      certifications. Please ensure that the certifications are in the exact
      form prescribed in Item 601(B)(31) of Regulation
  S-K.

    Response:  We
confirm that the Company’s principal executive officer and principal financial
offer signed those certifications in their own personal capacity.  The
new Exhibit 31 certifications filed with the Amended 10-Q do not include the
certifying officer’s title in the introductory paragraph and are in the exact
form prescribed in Item 601(B)(31) of Regulation S-K.  Exhibit 31
certifications filed with future filings will also be in the exact form
prescribed in Item 601(B)(31) of Regulation S-K.

              12.

              We
      note that you omitted the part of the introductory language in paragraph 4
      of your certification that refers to the certifying officers'
      responsibility for establishing and maintaining internal control over
      financial reporting for the company and paragraph 4(b). Please amend your
      entire filing to include the certification in the exact form prescribed by
      Item 601 (B)(31) of Regulation S-K. Also, please see Question 246.13 of
      the Compliance and Disclosure Interpretations on Regulation S-K, which can
      be found at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm,
      for reference.

    Response:  We
have amended the Exhibit 31 certifications accordingly.

    *          *          *

    In
connection with the foregoing responses, the Company acknowledges
that:

              ·

              the
      Company is responsible for the adequacy and accuracy of the disclosure 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

        William
Demarest

        Securities
and Exchange Commission

        February
22, 2010

        Page 5 of
5

              ·

              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.

    If you
have any questions or further comments, please do not hesitate to contact our
legal counsel at Richardson & Patel LLP, Attention: Peter Hogan or Jamie H.
Kim at (310) 208-1182 or via fax at (310) 208-1154.

              Sincerely,

              LIBERATOR,
INC.

              /s/ Ronald
      P. Scott

              Ronald
      P. Scott

              Chief
      Financial Officer

              cc:

              Peter
      Hogan, Esq., Richardson & Patel
LLP

    Jamie H. Kim, Esq., Richardson &
Patel LLP