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): March 2, 2011 (February 28, 2011)
 

Liberator, Inc.
(Exact name of registrant as specified in Charter)


WES Consulting, Inc.
(Former Name of Registrant)
 

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective February 28, 2011, WES Consulting, Inc. (the “Company”) changed its name to “Liberator, Inc.” by filing an Articles of Amendment to its Articles of Incorporation with the Florida Department of State.  A copy of the Articles of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

In addition, effective March 4, 2011, the Company’s quotation symbol on the Over-the-Counter Bulletin Board will change from WSCU to LUVU.  The new CUSIP number is 53012Q 10 7.

 
Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exh. No.
 
Description
     
3.1
 
Articles of Amendment, effective February 28, 2011.
     
 
 
 
 

 
 
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.

 
Liberator, Inc.
(Registrant)
     
Date: March 2, 2011
By:
/s/ Louis S. Friedman
   
Louis S. Friedman
Chief Executive Officer and President

 


EXHIBIT 3.1

 
 
 

 
 
 
 
 
 

 
 
 
 
 
 

 
 
ARTICLES OF AMENDMENT TO THE AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF WES CONSULTING, INC.

Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned, being a Director and the CEO of WES Consulting, Inc. (hereinafter the “Corporation”), a Florida corporation, does hereby certify as follows:

FIRST : The Articles of Incorporation of the Corporation were filed with the Secretary of State of Florida on February 25, 1999 (Document No. P99000018914), and Amended and Restated as filed with the Secretary of State on September 6, 2006 (collectively the “Amended and Restated Articles of Incorporation”).

SECOND : This amendment to the Articles of Incorporation was approved and adopted by all of the Directors of the Corporation on October 20, 2009 and by a majority of its shareholders on October 20, 2009. To effect the foregoing, the text of Article I of the Articles of Incorporation is hereby deleted and replaced in its entirety as follows:

“ARTICLE I
NAME

The name of the corporation shall be Liberator, Inc. and shall be governed by Title XXXVI Chapter 607 of the Florida Statutes.”

THIRD : The foregoing amendment was adopted by all of the Directors on October 20, 2009 and by the majority holders of the Common stock of the Corporation pursuant to the Florida Business Corporation Act on October 20, 2009. Therefore, the number of votes cast for the amendment to the Corporation's Articles of Incorporation was sufficient for approval.

IN WITNESS WHEREOF , the undersigned has executed this Article of Amendment to the Articles of Incorporation this 23rd day of February, 2011.

WES Consulting, Inc.
     
By:
/s/ Louis S. Friedman
 
Name:
Louis S. Friedman
Chief Executive Officer