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): October 19, 2010 (October 14, 2010)

WES Consulting, Inc.

(Exact name of registrant as specified in Charter)

Florida	000-53314	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 1.01 Entry into a Material Definitive Agreement.

On October 14, 2010, Belmont Partners, LLC (“Belmont”) and WES Consulting, Inc. (the “Registrant”) executed a Settlement Agreement and General Release (“Settlement and Release”) regarding the 750,000 shares of common stock of the Registrant that were owed to Belmont pursuant to a Common Stock Purchase Agreement dated September 2, 2009 by and among Liberator, Inc., the Registrant, and Belmont (the “Obligation”).  The purchase agreement was previously filed as an exhibit to Amendment No. 1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 24, 2010, and the description of the purchase agreement is incorporated herein by reference.  The Settlement and Release contains an introductory paragraph that states it is “made as of the 13th day of October, 2010,” but the parties executed the Settlement and Release on October 14, 2010.

Under the terms of the Settlement and Release, the Registrant agreed to issue, and Belmont agreed to accept, 350,000 restricted shares of its common stock in full satisfaction of the Obligation and in exchange for the Registrant releasing Belmont from any claims against Belmont that the Registrant had or has relating to an alleged violation of short swing profit rules enacted under Section 16(b) of the Securities Exchange Act of 1934. Belmont disputed any alleged violation of short swing profit rules.

A copy of the Settlement and Release is filed with this report as Exhibit 10.1 and is incorporated by reference herein.  The foregoing description of the Settlement and Release does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement and Release.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Settlement Agreement and General Release between WES Consulting, Inc. and Belmont Partners, LLC, effective October 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: October 19, 2010	By:	/s/ Louis S. Friedman
		Louis S. Friedman Chief Executive Officer and President

EX-10.1

Exhibit 10.1

SETTLEMENT AGREEMENT AND GENERAL RELEASE

THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE ("Agreement") is made as of the 13th day of October, 2010 between WES CONSULTING, INC. (“WES”), on the one hand, and BELMONT PARTNERS, LLC (“Belmont”), on the other hand, each of whom may hereafter be referred to as the “Parties.”

RECITALS

A.           WES owes Belmont 750,000 shares of WES common stock pursuant to that certain Common Stock Purchase Agreement dated September 2, 2009 by and among Liberator, Inc. and the Parties (the “Equity Issuance”);

B.           WES alleges that Belmont may have violated the short swing profit rules enacted under Section 16(b) of The Securities Exchange of Act of 1934 (the “Section 16 Claim”).

C.           Belmont denies that it has violated the short swing profit rules enacted under Section 16(b) of the Securities Exchange Act of 1934.

D.           The Parties wish to reach an amicable solution in order to avoid the costs and uncertainties of protracted and time consuming litigation, therefore, the Parties have agreed that the Equity Issuance owed to Belmont by WES will be considered as satisfied in full by Belmont with the issuance of three hundred fifty thousand (350,000) restricted shares of WES common stock (the “Shares”).

D.           The parties wish to compromise and forever settle the Equity Issuance and the Section 16 Claim between them pursuant to the terms of this Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the mutual promises, covenants and conditions herein contained, the Parties agree as follows:

1.           Settlement Payment.  Upon full execution of this Agreement, WES shall issue the Shares to Belmont or its assignee(s) in full satisfaction of the Equity Issuance. The 350,000 Shares shall be unregistered, but shall otherwise have no restriction (the “Restricted Shares”). The Restricted Shares shall be issued in the name of Belmont Partners, LLC.

2.           Release.   Except for the rights and obligations of Belmont arising from this Agreement, WES hereby, for itself and its officers, directors, employees, agents, partners, members, representatives, predecessors, successors, insurers and assigns, discharge and release Belmont, and its respective past and present employees, officers, directors, affiliates, subsidiaries, partners, shareholders, agents, executors, administrators, trustees, heirs, spouses, attorneys, insurers, representatives, assigns, predecessors, successors and related entities (the “Belmont Released Parties”), from any and all claims, damages, actions, judgments, obligations, attorneys' fees, indemnities, subrogations, duties, demands, controversies and liabilities of every nature at law or in equity, liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable or unforeseeable, which they had or have arising out of any circumstance, thing, or event alleged, related or pertaining to a Section 16 Claim against a Belmont Released Party, or the Equity Issuance.

3.           Entire Agreement.  This Agreement contains the sole, complete and entire agreement and understanding of the Parties concerning the matters contained herein and may not be altered, modified, or changed in any manner except by a writing duly executed by the Parties.  No Party is relying on any representations other than those expressly set forth herein.  No conditions precedent to the effectiveness of this Agreement exist, other than as expressly provided for herein.  All prior discussions and negotiations have been and are merged, integrated into and superseded by this Agreement.

4.           Waiver.  The delay or failure of a Party to exercise any right, power or privilege hereunder, or failure to strictly enforce any breach or default shall not constitute a waiver with respect thereto; and no waiver of any such right, power, privilege, breach or default on any one occasion shall constitute a waiver thereof on subsequent occasion unless clear and express notice thereof in writing is provided.

5.           Attorneys’ Fees Upon Breach.  If any action at law or in equity, or any motion, is brought to enforce this Agreement, the prevailing Party shall be entitled to all of its costs in bringing and prosecuting said action or motion, including reasonable attorneys’ fees.

6.           Applicable Law.  This Agreement shall be construed according to the laws of the State of Georgia in effect as of the date of execution.

7.           Advice of Counsel.  The Parties represent that prior to the execution of this Agreement they had the opportunity to seek the benefit of independent legal counsel of their own selection regarding the substance of this Agreement.

8.           No Liability.  This Agreement is executed by the Parties hereto for the sole purpose of settling the matters involved in the dispute, and it is expressly understood and agreed, as a condition hereof, that this Agreement should not constitute nor be construed to be an admission of the truth or correctness of any claim asserted.

9.           Warranties.  The Parties, and each of them, warrant, severally and not jointly:  (i) that no other person or entity had or has or claims, any interest in any of the claims, demands, causes of action, or damages covered in this Agreement; (ii) that they, and each of them, have the sole right and exclusive authority to execute and perform this Agreement; (iii) that they have not sold, assigned, transferred, conveyed or otherwise disposed of any claim, demand, cause of action, obligation, damage or liability covered in this Agreement; and (iv) that they have not filed any complaints, charges or other actions against any other Party with any local, state or federal agency or court, or any other forum.

10.           Representation of Authority.  Each individual executing this Agreement on behalf of any Party expressly represents and warrants that he has authority to execute and thereby bind the Party on behalf of which he executes this Agreement to the terms of this Agreement and agrees to indemnify and hold harmless each other party from any claim that such authority did not exist.

11.           Headings.  The headings included in this Agreement are for convenience only and do not limit, alter, or affect the matters contained in this Agreement or the paragraphs they encaption.

12.           Counterparts.  This Agreement may be executed in one or more counterparts, all of which together constitute one single document.

13.           Telefacsimile Signatures.  This Agreement and any documents relating to it may be executed and transmitted to any other Party by telefacsimile, which telefacsimile shall be deemed to be, and utilized in all respects as, an original, wet-inked document.

14.           Date of Execution.  The Parties execute this Agreement as of the date first above set forth.

15.           Further Cooperation.  The Parties agree to cooperate with one another to accomplish the purposes of this Settlement Agreement.

16.           No Assignment.  The Parties agree that neither this Agreement, nor any rights or obligations created hereunder, may be assigned or transferred without the prior written consent of the Party or Parties affected, and any attempt to do so without such consent shall be null and void.

WES CONSULTING, INC.

By:  /s/ Louis S. Friedman

Louis Friedman, CEO

BELMONT PARTNERS, LLC

By:  /s/ Christan Dobbins

Christan Dobbins, General Counsel