8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 14, 2010

WES Consulting, Inc.

(Exact name of registrant as specified in Charter)

Florida	333-141022	59-3581576
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2745 Bankers Industrial Drive

Atlanta, GA 30360

 (Address of Principal Executive Offices)

(770) 246-6400 

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

On May 14, 2010, WES Consulting, Inc. issued a press release regarding its financial results for the quarter and nine months ended March 31, 2010. A copy of the press release is furnished as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Copy of press release dated May 14, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	WES Consulting, Inc. (Registrant)
Date: May 14, 2010	By:	/s/ Louis S. Friedman
		Louis S. Friedman Chief Executive Officer and President

Exhibit Index

Exhibit No.	Description
99.1	Copy of press release dated May 14, 2010

EX-99.1

EXHIBIT 99.1

Company contact: Ronald Scott

Chief Financial Officer

Tel: +1 770-246-6426

Email: ron.scott@liberator.com

WES Consulting, Inc. Announces Third Quarter 2010 Profit

11% Growth in Third Quarter Revenues

Atlanta, GA, May 14, 2010 — WES Consulting, Inc. (OTC Bulletin Board: WSCU), a leader in the manufacture and distribution of products for the sexual well-being market, today reported financial results for the third quarter and nine months ended March 31, 2010. 

2010 Third Quarter Consolidated Results

For the third quarter ended March 31, 2010, the company recorded net income of $24,369 compared to a net loss of ($162,771) in the third quarter of fiscal 2009.  Basic and diluted earnings per share were $0.00 in the three month period ended March 31, 2010 compared to basic and diluted loss per share of $(0.00) in the same period in 2009.

Total revenue for the three months ended March 31, 2010 was $3,157,863, representing an increase of 11 percent from the $2,847,657 reported for the quarter ended March 31, 2009.  Sequentially, revenues improved 4 percent from the $3,034,664 in revenues for the second quarter ended December 31, 2009.  Gross profit for the third quarter of 2010 was $1,074,691, or 34 percent of revenues, compared to $885,382, or 31 percent of revenues, for the same period in 2009.  Operating expenses for the third quarter of 2010 increased by 2 percent to $1,008,128 compared to expenses of $987,673 in the quarter ended March 31, 2009.  Third quarter 2010 operating profit was $66,563, significantly improved from an operating loss of ($102,291) in the third quarter of 2009.  Net income for the third quarter of 2010 was $24,369, or $0.00 per share, compared to a net loss of ($162,771), or $0.00 per share, for the third quarter of 2009.

2010 Nine Months Consolidated Results

Total revenue for the nine months ended March 31, 2010 was $8,227,519, representing a slight increase from the $8,198,951 reported for the nine months ended March 31, 2009.  Gross profit for the first nine months of 2010 was $2,809,499, or 34 percent of revenues, compared to $2,744,587, or 33 percent of revenues, for the same period in 2009.  Operating expenses for the first nine months of 2010 decreased by almost 4% to $3,114,706 compared to expenses of $3,242,761 in the nine months ended March 31, 2009.  The nine months operating loss was ($305,207), a 39 percent improvement from the operating loss of ($498,174) in the first nine months of fiscal 2009.  After including the expenses related to the merger with Liberator, Inc. during the first quarter of fiscal 2010 (which totaled $192,167), the net loss for the nine months ended March 31, 2010 was ($646,504) compared to a net loss of ($693,436) for the same period in 2009.

“We are very pleased with our third quarter financial results,” said Louis Friedman, WES Consulting’s Chief Executive Officer. “Top line revenue growth increased 11% from the same period in 2009 and we reported a profit of $24,369 versus a loss of ($162,711) during the same period last year.  As a result of on-going product development efforts and the introduction of new purchased products through our distribution channels, we expect to see continued year-over-year revenue growth.  Our exclusive distribution agreement with TENGA is expected to be a large contributor to the year-over-year revenue growth, as it was in the third quarter”.  

About WES Consulting, Inc. (formerly known as Liberator, Inc.)

WES Consulting is the creator and manufacturer of LIBERATOR®, the luxury and lovestyle brand that celebrates intimacy by inspiring romantic imagination.  Established with the conviction that sensual pleasure and fulfillment are essential to a well-lived life, LIBERATOR Bedroom Adventure Gear ® empowers exploration, fantasy and the communication of desire, for persons of all shapes, sizes and abilities.  Products include LIBERATOR shapes and positioning systems, pleasure objects, and sensual accessories.

WES Consulting, Inc. is currently housed in a 140,000 square foot vertically integrated manufacturing facility in a suburb of Atlanta, Georgia.  WES Consulting has over 100 employees, with products being sold directly to consumers and through hundreds of domestic resellers, on-line affiliates and worldwide licensees.

For more information, visit www.liberator.com  or call 1-866-542-7283.

WES Consulting, Inc. Safe Harbor Statement

Certain statements contained in this press release may be construed as “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”).  The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements.  Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Act.  These statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of these statements.  These risks and uncertainties include, without limitation, our history of losses and limited revenue, our ability to develop new products and evolve existing ones, the impact on our business of the recent financial crisis in the global capital markets and negative global economic trends, and our ability to attract and retain key personnel.  For a more complete description of these and other risk factors that may affect the future performance of WES Consulting, Inc., see “Risk Factors” in the Company’s Amended Current Report on Form 8-K filed on March 24, 2010 and its other filings with the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made.  The Company also undertakes no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

 -FINANCIAL TABLES FOLLOW-

WES CONSULTING, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

		Three Months Ended						Nine Months Ended
		March 31,						March 31,
		2010			2009			2010			2009
		(unaudited)						(unaudited)
NET SALES	$	3,157,863		$	2,847,657		$	8,227,519		$	8,198,951
COST OF GOODS SOLD		2,083,172			1,962,275			5,418,020			5,454,364
Gross profit		1,074,691			885,382			2,809,499			2,744,587
OPERATING EXPENSES:
Advertising and Promotion		142,344			213,203			560,346			764,437
Other Selling and Marketing		303,746			322,176			851,239			918,186
General and administrative		499,399			376,364			1,505,803			1,332,348
Depreciation		62,639			75,930			197,318			227,790
Total operating expenses		1,008,128			987,673			3,114,706			3,242,761
Operating income    (loss)		66,563			(102,291	)		(305,207	)		(498,174	)
OTHER INCOME (EXPENSE)
Interest income		702			191			4,224			1,660
Interest expense and financing costs		(42,896	)		(60,671	)		(153,354	)		(196,922	)
Expenses related to merger		—			—			(192,167	)		—
Total other expense, net		(42,194	)		(60,480	)		(341,297	)		(195,262	)
Income (loss) from continuing operations before income taxes		24,369			(162,771	)		(646,504	)		(693,436	)
PROVISION (BENEFIT) FOR INCOME TAXES		—			—			—			—
NET INCOME (LOSS)	$	24,369		$	(162,771	)	$	(646,504	)	$	(693,436	)
NET INCOME (LOSS) PER SHARE:
Basic	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.02	)
Diluted	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.02	)
SHARES USED IN CALCULATION OF NET LOSS PER SHARE:
Basic		62,661,537			45,000,000			61,762,649			45,000,000
Diluted		62,661,537			45,000,000			61,762,649			45,000,000

WES CONSULTING, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	March 31,			June 30,
	2010			2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	311,108		$	1,815,633
Accounts receivable, net of allowance for doubtful accounts of $15,178 at         March 31, 2010 and $5,740 at June 30, 2009		457,825			346,430
Inventories		992,486			700,403
Prepaid expenses		188,278			95,891
Total current assets		1,949,697			2,958,357
Equipment and leasehold improvements, net		1,094,131			1,135,517
Total assets	$	3,043,828		$	4,093,874
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts Payable	$	1,717,601		$	2,247,845
Accrued compensation		139,286			154,994
Accrued expenses and interest		29,890			145,793
Revolving line of credit		201,616			171,433
Short term notes payable		115,198			—
Current portion of long-term debt		120,017			145,481
Credit card advance		—			198,935
Total current liabilities		2,323,608			3,064,481
Long-term liabilities:
Note payable – equipment		27,764			72,812
Leases payable		160,646			225,032
Notes payable – related party		105,948			125,948
Convertible notes payable – shareholder, net of discount		511,474			285,750
Unsecured lines of credit		106,290			124,989
Deferred rent payable		339,084			356,308
Less: current portion of long-term debt		(120,017	)		(145,481	)
Total long-term liabilities		1,131,189			1,045,358
Total liabilities		3,454,797			4,109,839
Commitments and contingencies
Stockholders’ Deficit:
Series A Convertible Preferred stock, $.0001 par value, 10,000,000 shares        authorized, 4,300,000 shares issued and outstanding on March 31, 2010 and        June 30, 2009, liquidation preference of $1,000,000		430			430
Common stock of $0.01 par value, shares authorized 175,000,000; 63,015,981 shares         issued and outstanding at March 31, 2010 and 60,932,981 shares issued and         outstanding at June 30,2009		630,160			609,330
Additional paid-in capital		4,914,403			4,683,733
Accumulated deficit		(5,955,962	)		(5,309,458	)
Total stockholders’ deficit		(410,969	)		(15,965	)
Total liabilities and stockholders’ deficit	$	3,043,828		$	4,093,874

© Copyright 2010 by WES Consulting, Inc.

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