2223023 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Lina M. Khan, Chair 

Noah Joshua Phillips 

Rebecca Kelly Slaughter 

Christine S. Wilson 

In the Matter of 

LIONS NOT SHEEP APPAREL, LLC, a 

limited liability company, 

LIONS NOT SHEEP PRODUCTS, LLC, a 

limited liability company, 

LIONS NOT SHEEP VENTURES, LLC, a 

limited liability company, 

LIONS NOT SHEEP LLC, a limited liability 

company, and 

SEAN WHALEN, individually and as an officer 

of LIONS NOT SHEEP APPAREL, 

LLC; LIONS NOT SHEEP LLC; LIONS 

NOT SHEEP PRODUCTS, LLC; and 

LIONS NOT SHEEP VENTURES, LLC. 

DOCKET NO. 

COMPLAINT 

The Federal Trade Commission, having reason to believe that Lions Not Sheep Apparel, 

LLC, a limited liability company; Lions Not Sheep Products, LLC, a limited liability company; 

Lions Not Sheep Ventures, LLC, a limited liability company; Lions Not Sheep LLC, a limited 

liability company; and Sean Whalen, individually and as an officer of Lions Not Sheep Apparel, 

LLC, Lions Not Sheep Products, LLC, Lions Not Sheep Ventures, LLC, and Lions Not Sheep 

LLC (collectively, “Respondents”), have violated the provisions of the Federal Trade 

Commission Act, and it appearing to the Commission that this proceeding is in the public 

interest, alleges: 

1. Respondent Lions Not Sheep Apparel, LLC is a Utah limited liability company with its 

principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 84065. 

Page 1 of 7 
2. Respondent Lions Not Sheep Products, LLC is a Utah limited liability company with its 

principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 84065. 

3. Respondent Lions Not Sheep Ventures, LLC is a Utah limited liability company with its 

principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 84065. 

4. Respondent Lions Not Sheep LLC is a Utah limited liability company with its principal 

office or place of business at 14572 S 790 W #C Bluffdale, Utah 84065. Lions Not Sheep LLC 

owns 100% of Lions Not Sheep Apparel, LLC, Lions Not Sheep Products, LLC, and Lions Not 

Sheep Ventures, LLC. 

5. Respondent Sean Whalen (“Whalen”) is the sole owner and manager of Lions Not Sheep 

LLC. Individually or in concert with others, he formulates, directs, or controls the policies, acts, 

or practices of Lions Not Sheep Apparel, LLC, Lions Not Sheep Products, LLC, Lions Not 

Sheep Ventures, LLC, and Lions Not Sheep LLC (collectively, “Lions Not Sheep” or “Corporate 

Respondents”), including the acts and practices alleged in this complaint. His principal office or 

place of business is the same as that of the Corporate Respondents. 

6. The Corporate Respondents have operated as a common enterprise while engaging in the 

unlawful acts and practices alleged below. Respondents have conducted the business practices 

described below through interrelated companies that have common ownership, officers, 

managers, business functions, employees, and office locations, and that commingled funds, etc. 

Because these Corporate Respondents have operated as a common enterprise, each of them is 

jointly and severally liable for the acts and practices alleged below. Respondent Whalen has 

formulated, directed, controlled, or had the authority to control, or participated in the acts and 

practices of the common enterprise alleged in this complaint. 

7. Respondents have advertised, labeled, offered for sale, sold, and distributed products to 

consumers, including printed apparel, embroidered caps, and a range of accessories. 

8. The acts and practices of Respondents alleged in this complaint have been in or affecting 

commerce, as “commerce” is defined in Section 4 of the Federal Trade Commission Act. 

Respondents’ Business Practices 

9. Respondent Whalen organized Lions Not Sheep Apparel, LLC on February 4, 2016. 

Respondent Whalen has been employed and affiliated with Corporate Respondents as Chief 

Executive Officer since their inception. 

10. Heavily marketed through social media channels, Lions Not Sheep describes itself as a 

lifestyle brand from which consumers can purchase apparel and accessories that “show people 

it’s possible to live your life as a LION, Not a sheep” [sic]. 

11. The majority of Lions Not Sheep products are articles of wearing apparel including, but 

not limited to, t-shirts, sweatshirts, jackets, and sweaters. 

Page 2 of 7 
12. Respondents also sell branded hats and accessories, such as flags, stickers, and 

wristbands. 

13. Respondents sell Lions Not Sheep products online, including through their own website, 

lionsnotsheep.com, as well as on third-party platforms such as amazon.com and etsy.com. 

Products cost from $10 for stickers up to $105 for product bundles. 

14. Respondent Whalen holds, and, at all times material to this Complaint has held, sole 

responsibility for and directed publication of all marketing claims made by Corporate 

Respondents. 

15. Respondents have disseminated or have caused to be disseminated advertisements, 

packaging, and promotional materials for Lions Not Sheep products, including but not 

necessarily limited to the attached Exhibits A through F. These materials contain the following 

statements and depictions: 

A. “Made in the USA” or “Made in America” 

(Exhibit A, composite exhibit of lionsnotsheep.com homepage (Sept. 2021), 

product listings (Sept. 2021), Product Label, and Pinterest Post). 

B. “Are your products USA Made? 

Our apparel is printed and/or embroidered in the United States. We purchase all 

our supplies and materials from local businesses in Utah and the surrounding 

states.” 

(Exhibit B, composite exhibit of lionsnotsheep.com FAQs (Sept. 2021) and 

Facebook post (Jan. 2021)). 

C. “100% AMERICAN MADE.” 

(Exhibit C, Lions Not Sheep Facebook Post (June 2020)) 

D. “BEST DAMN AMERICAN MADE GEAR ON THE PLANET” 

(Exhibit D, Lions Not Sheep Instagram Video (June 2020)). 

E. “Products made in USA?? 

* * * 

[E]very damn post y’all ask this. In the time it took you to type this hypocritical 

statement cause the truth is 95% of your belongings are NOT American made, 

you could have visited our site and seen for yourself.” 

Page 3 of 7 
 

 

(Exhibit E, Post by Sean Whalen on Lions Not Sheep Facebook Post (May 

2020)). 

16. In most instances, the products advertised using the statements described in Paragraph 15 

consist of wholly imported shirts and hats with limited finishing work, including printing or 

embroidery, performed in the USA. 

17. On October 8, 2020, Respondent Whalen published a 4:16 video of himself to his social 

media accounts titled “MADE IN AMERICA” with a depiction of the Chinese flag. In that 

video, he introduced himself “as the owner and CEO of an apparel company,” and stated that, to 

make “Made in USA” claims for products, marketers should substantiate their products are “all 

or virtually all” made in the USA. During the video, Respondent Whalen explains he sources tshirts from China, screens them in the USA, folds them into bags in the USA, and then sends 

them to U.S. consumers. He states, “So our shirts are made in America . . . But those shirts are 

made in China, just like damn near every single made in America shirt you’re wearing is. This is 

how it works.” Respondent Whalen closes by stating he could conceal the fact that his shirts are 

of Chinese origin by removing origin tags, but to do that he would have to “charge you more for 

the tshirt ‘cause I gotta pay the manpower and the labor to f----g tear the China tag off and put 

the America tag on. Which maybe at some point in time we do . . . God bless American-made 

products; God bless China; God bless the entire f----g world.” 

18. From May 10, 2021 through October 21, 2021, Respondents removed tags disclosing 

appropriate foreign country of origin from shirt products and printed “Made in USA” at the neck 

of the shirts, as depicted below. (Exhibit F). 

Page 4 of 7 
19. Based on the facts and violations of law alleged in this Complaint, the FTC has reason to 

believe that Respondents are violating or are about to violate laws enforced by the Commission 

because, among other things, Respondents ceased their unlawful activities only after learning the 

FTC was investigating them. 

VIOLATION OF THE FTC ACT 

20. Section 5(a) of the FTC Act, 15 U.S.C. § 45(a), prohibits “unfair or deceptive acts or 

practices in or affecting commerce.” 

21. Misrepresentations or deceptive omissions of material fact constitute deceptive acts or 

practices prohibited by Section 5(a) of the FTC Act. 

Count I 

False or Misleading Representation 

22. In connection with the advertising, promotion, offering for sale, or sale of hats and nonapparel accessories, Respondents have represented, directly or indirectly, expressly or by 

implication, that such products are all or virtually all made in the United States. 

23. In fact, in numerous instances, those hats and non-apparel accessories are wholly 

imported or contain significant imported content. Therefore, the representation set forth in 

Paragraph 22 is false or misleading. 

Page 5 of 7 
24. The acts and practices of Respondents as alleged in Paragraphs 22-23 constitute unfair or 

deceptive acts or practices in violation of Section 5(a) of the Federal Trade Commission Act. 

VIOLATIONS OF THE TEXTILE FIBER PRODUCTS IDENTIFICATION ACT AND 

TEXTILE RULES 

25. The Textile Fiber Products Identification Act, 15 U.S.C. §§ 70-70k (the “Textile Act”), 

governs, inter alia, the labeling and advertising of textile fiber products manufactured, sold, 

advertised, or offered for sale in commerce. See 15 U.S.C. § 70a. 

26. Pursuant to the Textile Act, a textile fiber product is misbranded if “a stamp, tag, label, or 

other means of identification, or substitute therefor authorized by section 70c of this title, is not 

on or affixed to the product showing in words and figures plainly legible . . . If it is an imported 

textile fiber product the name of the country where processed or manufactured[; or i]f it is a 

textile fiber product processed or manufactured in the United States, it be so identified.” 15 

U.S.C. § 70b(b). 

27. The Textile Act further provides that “a textile fiber product shall be considered to be 

falsely or deceptively advertised in any mail order catalog or mail order promotional material 

which is used in the direct sale or direct offering for sale of such textile fiber product, unless 

such textile fiber product description states in a clear and conspicuous manner that such textile 

fiber product is processed or manufactured in the United States of America, or imported, or 

both.” 15 U.S.C. § 70b(i). 

28. Subsection 70c declares unlawful removal or mutilation of a stamp, tag, label, or other 

identification required by the Textile Act before the product is sold and delivered to the ultimate 

consumer. 15 U.S.C. § 70c(a). 

29. Pursuant to Subsection 70e of the Textile Act, 15 U.S.C. § 70e(c), the Commission 

promulgated the Textile Fiber Rule, 16 C.F.R. Part 303 (“Textile Rules”). The Textile Rules 

provide, in relevant part: 

a. Articles of wearing apparel are subject to the Textile Act and Textile Rules. 

16 C.F.R. § 303.45(a). 

b. Imported textile products must be labeled with the name of the country where the 

imported product was processed or manufactured. 16 C.F.R. § 303.33(a)(1). 

c. A textile product either (1) made in the United States in whole or in part of imported 

materials; or (2) partially manufactured in a foreign country and partially 

manufactured in the United States must contain a label disclosing those facts. 

16 C.F.R. § 303.33(a)(3). 

d. Product descriptions for textile products advertised in mail order catalogs or mail 

order promotional materials must state clearly and conspicuously that the product was 

Page 6 of 7 
made in the United States, imported, or both in a manner that is consistent with the 

origin labeling of the product advertised. 16 C.F.R. § 303.34. 

30. A violation of either the Textile Act or the Textile Rules constitutes an unfair or 

deceptive act or practice in violation of the FTC Act. See 5 U.S.C. §§ 70a and 70e. 

Count II 

Textile Act and Textile Rules 

31. As set forth in Paragraph 11, Respondents market and sell or have marketed and sold 

textile fiber products subject to the Textile Act and Textile Rules. 

32. As set forth in Paragraph 15, Respondents advertise or have advertised the origin of those 

textile fiber products as USA. 

33. As set forth in Paragraph 16, in numerous instances, these textile products are wholly 

imported or incorporate significant imported materials. 

34. As set forth in Paragraph 18, in numerous instances, Respondents removed tags 

containing information required pursuant to the Textile Act and Textile Rules from retail textile 

fiber products and replaced those tags with false country-of-origin designations. 

35. Therefore, through the means described in Paragraphs 11-18 and 31-34, Respondents 

have introduced, advertised, offered for sale, or sold textile fiber products that are mislabeled or 

falsely or deceptively advertised, in violation of Sections 70a and 70b of the Textile Act, 15 

U.S.C. §§ 70a and 70b, and Sections 303.33 and 303.34 of the Textile Rules, 16 C.F.R. §§ 

303.33 and 303.34. 

36. Respondents’ violations of the Textile Act and Textile Rules constitute deceptive acts or 

practices, in or affecting commerce, in violation of 5(a) of the FTC Act. See 15 U.S.C. §§ 70a 

and 70e. 

37. Therefore, the acts and practices of Respondents as alleged in Paragraphs 31-36 

constitute unfair or deceptive acts or practices in violation of Section 5(a) of the Federal Trade 

Commission Act. 

THEREFORE, the Federal Trade Commission this _______ day of _______, 20__, has 

issued this Complaint against Respondents. 

By the Commission. 

April J. Tabor 

Secretary 

SEAL: 

Page 7 of 7 
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Exhibit E
Exhibit F
 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

In the Matter of 

LIONS NOT SHEEP APPAREL, LLC, a limited 

liability company, 

LIONS NOT SHEEP PRODUCTS, LLC, a 

limited liability company, 

LIONS NOT SHEEP VENTURES, LLC, a 

limited liability company, 

LIONS NOT SHEEP LLC, a limited liability 

company, and 

SEAN WHALEN, individually and as an officer 

of LIONS NOT SHEEP APPAREL, LLC; 

LIONS NOT SHEEP LLC; LIONS NOT SHEEP 

PRODUCTS, LLC; and LIONS NOT SHEEP 

VENTURES, LLC 

FILE NO. 2223023 

AGREEMENT CONTAINING 

CONSENT ORDER 

The Federal Trade Commission (“Commission”) has conducted an investigation of 

certain acts and practices of Lions Not Sheep Apparel, LLC; Lions Not Sheep Products, LLC; 

Lions Not Sheep Ventures, LLC; Lions Not Sheep LLC; and Sean Whalen, individually and as 

an officer of Lions Not Sheep Apparel, LLC; Lions Not Sheep Products, LLC; Lions Not Sheep 

Ventures, LLC; and Lions Not Sheep LLC (collectively “Proposed Respondents”). The 

Commission’s Bureau of Consumer Protection (“BCP”) has prepared a draft of an administrative 

Complaint (“draft Complaint”). BCP and Proposed Respondents, individually or through their 

duly authorized officers, enter into this Agreement Containing Consent Order (“Consent 

Agreement”) to resolve the allegations in the attached draft Complaint through a proposed 

Decision and Order to present to the Commission, which is also attached and made a part of this 

Consent Agreement. 

IT IS HEREBY AGREED by and between Proposed Respondents and BCP, that: 

1. The Proposed Respondents are: 

a. Proposed Respondent Lions Not Sheep Apparel, LLC, a Utah limited liability 

company with its principal office or place of business at 14572 S 790 W #C 

Bluffdale, Utah 84065. 

Page 1 of 4 
b. Proposed Respondent Lions Not Sheep Products, LLC, a Utah limited liability 

company with its principal office or place of business at 14572 S 790 W #C 

Bluffdale, Utah 84065. 

c. Proposed Respondent Lions Not Sheep Ventures, LLC, a Utah limited liability 

company with its principal office or place of business at 14572 S 790 W #C 

Bluffdale, Utah 84065. 

d. Proposed Respondent Lions Not Sheep LLC, a Utah limited liability company 

with its principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 

84065. Lions Not Sheep LLC owns 100% of Lions Not Sheep Apparel, LLC, 

Lions Not Sheep Products, LLC, and Lions Not Sheep Ventures, LLC. 

e. Proposed Respondent Sean Whalen, the sole owner and manager of Lions Not 

Sheep LLC. Individually or in concert with others, he formulates, directs, or 

controls the policies, acts, or practices of Lions Not Sheep Apparel, LLC, Lions 

Not Sheep Products, LLC, Lions Not Sheep Ventures, LLC, and Lions Not Sheep 

LLC (collectively, “Lions Not Sheep” or “Proposed Corporate Respondents”). 

His principal office or place of business is the same as that of the Proposed 

Corporate Respondents. 

2. Proposed Respondents neither admit nor deny any of the allegations in the Complaint, 

except as specifically stated in the Decision and Order. Only for purposes of this action, 

Proposed Respondents admit the facts necessary to establish jurisdiction. 

3. Proposed Respondents waive: 

a. Any further procedural steps; 

b. The requirement that the Commission’s Decision contain a statement of findings 

of fact and conclusions of law; and 

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order issued pursuant to this Consent Agreement. 

4. This Consent Agreement will not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. If the Commission accepts this Consent 

Agreement, it, together with the draft Complaint, will be placed on the public record for 30 days 

and information about them publicly released. Acceptance does not constitute final approval, but 

it serves as the basis for further actions leading to final disposition of the matter. Thereafter, the 

Commission may either withdraw its acceptance of this Consent Agreement and so notify each 

Proposed Respondent, in which event the Commission will take such action as it may consider 

appropriate, or issue and serve its Complaint (in such form as the circumstances may require) 

and decision in disposition of the proceeding, which may include an Order. See Section 2.34 of 

the Commission’s Rules, 16 C.F.R. § 2.34 (“Rule 2.34”). 

Page 2 of 4 
 

5. If this agreement is accepted by the Commission, and if such acceptance is not 

subsequently withdrawn by the Commission pursuant to Rule 2.34, the Commission may, 

without further notice to Proposed Respondents: (1) issue its Complaint corresponding in form 

and substance with the attached draft Complaint and its Decision and Order; and (2) make 

information about them public. Proposed Respondents agree that service of the Order may be 

effected by its publication on the Commission’s website (ftc.gov), at which time the Order will 

become final. See Rule 2.32(d). Proposed Respondents waive any rights they may have to any 

other manner of service. See Rule 4.4. 

6. When final, the Decision and Order will have the same force and effect and may be 

altered, modified, or set aside in the same manner and within the same time provided by statute 

for other Commission orders. 

7. The Complaint may be used in construing the terms of the Decision and Order. No 

agreement, understanding, representation, or interpretation not contained in the Decision and 

Order or in this Consent Agreement may be used to vary or contradict the terms of the Decision 

and Order. 

8. Each Proposed Respondent agrees to comply with the terms of the proposed Decision and 

Order from the date that Proposed Respondent signs this Consent Agreement. Proposed 

Respondents understand that they may be liable for civil penalties and other relief for each 

violation of the Decision and Order after it becomes final. 

Page 3 of 4 
 

___________________ 

___________________ 

_____________________ 

____________________________ 

____________________________ 

_________________________ 

LIONS NOT SHEEP 

Sean Whalen 

Owner and Manager 

Lions Not Sheep Apparel, LLC 

Lions Not Sheep Products, LLC 

Lions Not Sheep Ventures, LLC 

Lions Not Sheep LLC 

Date:__________________ 

SEAN WHALEN 

Sean Whalen, individually and 

as an officer of 

Lions Not Sheep Apparel, LLC 

Lions Not Sheep Products, LLC 

Lions Not Sheep Ventures, LLC 

Lions Not Sheep LLC 

Date:__________________ 

Kim Phan, Esq. 

Attorney for Proposed Respondents 

Date:__________________ 

FEDERAL TRADE COMMISSION 

/s/ JSE_________________ 

Julia Solomon Ensor 

Attorney 

Division of Enforcement 

Bureau of Consumer Protection 

APPROVED: 

Laura Koss 

Assistant Director 

Division of Enforcement 

Bureau of Consumer Protection 

James A. Kohm 

Associate Director 

Division of Enforcement 

Bureau of Consumer Protection 

Samuel Levine 

Director 

Bureau of Consumer Protection 

Date:_____________________ 

Page 4 of 4 
2223023 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

COMMISSIONERS: Lina M. Khan, Chair 

Noah Joshua Phillips 

Rebecca Kelly Slaughter 

Christine S. Wilson 

In the Matter of 

LIONS NOT SHEEP APPAREL, LLC, a limited 

liability company, 

LIONS NOT SHEEP PRODUCTS, LLC, a 

limited liability company, 

LIONS NOT SHEEP VENTURES, LLC, a 

limited liability company, 

LIONS NOT SHEEP LLC, a limited liability 

company, and 

SEAN WHALEN, individually and as an officer 

of LIONS NOT SHEEP APPAREL, LLC; 

LIONS NOT SHEEP LLC; LIONS NOT SHEEP 

PRODUCTS, LLC; and LIONS NOT SHEEP 

VENTURES, LLC. 

DECISION AND ORDER 

DOCKET NO. CDECISION 

The Federal Trade Commission (“Commission”) initiated an investigation of certain acts 

and practices of the Respondents named in the caption. The Commission’s Bureau of Consumer 

Protection (“BCP”) prepared and furnished to Respondents a draft Complaint. BCP proposed to 

present the draft Complaint to the Commission for its consideration. If issued by the 

Commission, the draft Complaint would charge the Respondents with violations of the Federal 

Trade Commission Act. 

Respondents and BCP thereafter executed an Agreement Containing Consent Order 

(“Consent Agreement”). The Consent Agreement includes: (1) statements by Respondents that 

they neither admit nor deny any of the allegations in the Complaint, except as specifically stated 

in this Decision and Order, and that only for purposes of this action, they admit the facts 

Page 1 of 12 
necessary to establish jurisdiction; and (2) waivers and other provisions as required by the 

Commission’s Rules. 

The Commission considered the matter and determined that it had reason to believe that 

Respondents have violated the Federal Trade Commission Act, and that a Complaint should 

issue stating its charges in that respect. The Commission accepted the executed Consent 

Agreement and placed it on the public record for a period of 30 days for the receipt and 

consideration of public comments. The Commission duly considered any comments received 

from interested persons pursuant to Section 2.34 of its Rules, 16 C.F.R. § 2.34. Now, in further 

conformity with the procedure prescribed in Rule 2.34, the Commission issues its Complaint, 

makes the following Findings, and issues the following Order: 

Findings 

1. The Respondents are: 

a. Respondent Lions Not Sheep Apparel, LLC, a Utah limited liability company 

with its principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 

84065. 

b. Respondent Lions Not Sheep Products, LLC, a Utah limited liability company 

with its principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 

84065. 

c. Respondent Lions Not Sheep Ventures, LLC, a Utah limited liability company 

with its principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 

84065. 

d. Respondent Lions Not Sheep LLC, a Utah limited liability company with its 

principal office or place of business at 14572 S 790 W #C Bluffdale, Utah 84065. 

Lions Not Sheep LLC owns 100% of Lions Not Sheep Apparel, LLC, Lions Not 

Sheep Products, LLC, and Lions Not Sheep Ventures, LLC. 

e. Respondent Sean Whalen, the sole owner and manager of Lions Not Sheep LLC. 

Individually or in concert with others, he formulates, directs, or controls the 

policies, acts, or practices of Lions Not Sheep Apparel, LLC, Lions Not Sheep 

Products, LLC, Lions Not Sheep Ventures, LLC, and Lions Not Sheep LLC 

(collectively, “Lions Not Sheep” or “Corporate Respondents”). His principal 

office or place of business is the same as that of the Proposed Corporate 

Respondents. 

2. The Commission has jurisdiction over the subject matter of this proceeding and over the 

Respondents, and the proceeding is in the public interest. 

Page 2 of 12 
 

ORDER 

Definitions 

For purposes of this Order, the following definitions apply: 

A. “Clearl(y) and conspicuous(ly)” means that a required disclosure is difficult to miss 

(i.e., easily noticeable) and easily understandable by ordinary consumers, including in all 

of the following ways: 

1. In any communication that is solely visual or solely audible, the disclosure must 

be made through the same means through which the communication is presented. 

In any communication made through both visual and audible means, such as a 

television advertisement, the disclosure must be presented simultaneously in both 

the visual and audible portions of the communication even if the representation 

requiring the disclosure (“triggering representation”) is made through only one 

means. 

2. A visual disclosure, by its size, contrast, location, the length of time it appears, 

and other characteristics, must stand out from any accompanying text or other 

visual elements so that it is easily noticed, read, and understood. 

3. An audible disclosure, including by telephone or streaming video, must be 

delivered in a volume, speed, and cadence sufficient for ordinary consumers to 

easily hear and understand it. 

4. In any communication using an interactive electronic medium, such as the 

Internet or software, the disclosure must be unavoidable. 

5. On a product label, the disclosure must be presented on the principal display 

panel. 

6. The disclosure must use diction and syntax understandable to ordinary consumers 

and must appear in each language in which the triggering representation appears. 

7. The disclosure must comply with these requirements in each medium through 

which it is received, including all electronic devices and face-to-face 

communications. 

8. The disclosure must not be contradicted or mitigated by, or inconsistent with, 

anything else in the communication. 

9. When the representation or sales practice targets a specific audience, such as 

children, the elderly, or the terminally ill, “ordinary consumers” includes 

reasonable members of that group. 

Page 3 of 12 
B. “Made in the United States” means any representation, express or implied, that a 

product or service, or a specified component thereof, is of U.S.-origin, including, but not 

limited to, a representation that such product or service is “made,” “manufactured,” 

“built,” “produced,” or “crafted” in the United States or in America, or any other U.S.-

origin claim. 

C. “Product or Service” means any good or service, including any plan or program. 

D. “Respondents” means all of the Corporate Respondents and the Individual Respondent, 

individually, collectively, or in any combination. 

1. “Corporate Respondents” means Lions Not Sheep Apparel, LLC, Lions Not 

Sheep Products, LLC, Lions Not Sheep Ventures, LLC, and Lions Not Sheep 

LLC, and their successors and assigns. 

2. “Individual Respondent” means Sean Whalen. 

E. “Textile Fiber Product” means any product subject to the Textile Fiber Products 

Identification Act, 15 U.S.C. §§ 70-70k. 

Provisions 

I. 

Prohibited Misrepresentations Regarding U.S.-Origin Claims 

IT IS ORDERED that Respondents, and Respondents’ officers, agents, employees, and 

attorneys, and all other persons in active concert or participation with any of them, who receive 

actual notice of this Order, whether acting directly or indirectly, in connection with the 

manufacturing, labeling, advertising, promotion, offering for sale, sale, or distribution of any 

Product or Service, must not make any representation, expressly or by implication, that a product 

is Made in the United States unless: 

A. The final assembly or processing of the product occurs in the United States, all 

significant processing that goes into the product occurs in the United States, and all or 

virtually all ingredients or components of the product are made and sourced in the United 

States; or 

B. A Clear and Conspicuous qualification appears immediately adjacent to the 

representation that accurately conveys the extent to which the product contains foreign 

parts, ingredients or components, and/or processing; or 

C. For a claim that a product is assembled in the United States, the product is last 

substantially transformed in the United States, the product’s principal assembly takes 

place in the United States, and United States assembly operations are substantial. 

Page 4 of 12 
 

II. 

Prohibited Misleading and Unsubstantiated Representations 

IT IS FURTHER ORDERED that Respondents, and Respondents’ officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, whether acting directly or indirectly, in connection 

with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or distribution of 

any Product or Service, must not make any representation, expressly or by implication, including 

any representation regarding the country of origin of any Product or Service, unless the 

representation is non-misleading, including that, at the time such representation is made, 

Respondents possess and rely upon a reasonable basis for the representation. 

III. 

Required Disclosure 

IT IS FURTHER ORDERED that Respondents, and Respondents’ officers, agents, 

employees, and attorneys, and all other persons in active concert or participation with any of 

them, who receive actual notice of this Order, whether acting directly or indirectly, in connection 

with the manufacturing, labeling, advertising, promotion, offering for sale, sale, or distribution of 

any Textile Fiber Product must: 

A. If such Textile Fiber Product is imported, label such Textile Fiber Product with the name 

of the country where the imported product was processed or manufactured. 

B. If such Textile Fiber Product is either (1) Made in the United States; (2) Made in the 

United States in whole or in part of imported materials; or (3) partially manufactured in a 

foreign country and partially manufactured in the United States, disclose those facts on 

the product label. 

C. In any product description in any mail order catalog or mail order promotional material, 

Clearly and Conspicuously state whether the Textile Fiber Product is Made in the United 

States, imported, or both in a manner that is consistent with the origin labeling of the 

Textile Fiber Product advertised. 

IV. 

Monetary Relief 

IT IS FURTHER ORDERED that: 

A. Respondents must pay to the Commission $211,335.00, which Respondents stipulate 

their undersigned counsel holds in escrow for no purpose other than payment to the 

Commission. Respondents will escrow these funds with counsel within three weeks of 

signing the Consent Agreement. 

Page 5 of 12 
B. Such payment must be made within 8 days of the effective date of this Order by 

electronic fund transfer in accordance with instructions provided by a representative of 

the Commission. 

V. 

Additional Monetary Provisions 

IT IS FURTHER ORDERED that: 

A. Respondents relinquish dominion and all legal and equitable right, title, and interest in all 

assets transferred pursuant to this Order and may not seek the return of any assets. 

B. The facts alleged in the Complaint will be taken as true, without further proof, in any 

subsequent civil litigation by or on behalf of the Commission to enforce its rights to any 

payment pursuant to this Order, such as a nondischargeability complaint in any 

bankruptcy case. 

C. The facts alleged in the Complaint establish all elements necessary to sustain an action by 

or on behalf of the Commission pursuant to Section 523(a)(2)(A) of the Bankruptcy 

Code, 11 U.S.C. § 523(a)(2)(A), and this Order will have collateral estoppel effect for 

such purposes. 

D. All money paid to the Commission pursuant to this Order may be deposited into a fund 

administered by the Commission or its designee to be used for relief, including consumer 

redress and any attendant expenses for the administration of any redress fund. If a 

representative of the Commission decides that direct redress to consumers is wholly or 

partially impracticable or money remains after redress is completed, the Commission may 

apply any remaining money for such other relief (including consumer information 

remedies) as it determines to be reasonably related to Respondents’ practices alleged in 

the Complaint. Any money not used is to be deposited to the U.S. Treasury. 

Respondents have no right to challenge any activities pursuant to this Provision. 

E. In the event of default on any obligation to make payment under this Order, interest, 

computed as if pursuant to 28 U.S.C. § 1961(a), shall accrue from the date of default to 

the date of payment. In the event such default continues for 10 days beyond the date that 

payment is due, the entire amount will immediately become due and payable. 

F. Each day of nonpayment is a violation through continuing failure to obey or neglect to 

obey a final order of the Commission and thus will be deemed a separate offense and 

violation for which a civil penalty shall accrue. 

G. Respondents acknowledge that their Taxpayer Identification Numbers (Social Security or 

Employer Identification Numbers), which Respondents must previously submit to the 

Commission, may be used for collecting and reporting on any delinquent amount arising 

out of this Order, in accordance with 31 U.S.C. § 7701. 

Page 6 of 12 
 

VI. 

Customer Information 

IT IS FURTHER ORDERED that Respondents must directly or indirectly provide 

sufficient customer information, including sufficient identification of all resellers, to enable the 

Commission to efficiently administer consumer redress. If a representative of the Commission 

requests in writing any information related to redress, Respondents must provide it, in the form 

prescribed by the Commission representative, within 14 days. 

VII. 

Notice to Customers 

IT IS FURTHER ORDERED that Respondents must notify customers as follows: 

A. Respondents must identify all consumers who purchased any Lions Not Sheep product 

from lionsnotsheep.com or any other website, online sales platform, or business profile 

controlled or maintained by any Respondent, including on any third-party sales platform, 

on or after May 1, 2020 and through the date Respondents signed the Consent Agreement 

in this matter (“Affected Customers”). 

1. Such Affected Customers, and their contact information, must be identified to the 

extent such information is in Respondents’ possession, custody or control; 

2. Affected Customers include those identified at any time, including after 

Respondents’ execution of the Consent Agreement through the eligibility period, 

which runs for 1 year after the issuance date of the Order. 

B. Respondents must notify all identified Affected Customers by mailing or emailing each a 

notice in the form shown in Attachment A. The communication containing the 

notification letter may contain a copy of this Order, but no other document or enclosure. 

C. Respondents must notify all Affected Customers within 30 days after the issuance date of 

this Order and any Affected Customers identified thereafter within 30 days of their 

identification. 

D. Respondents must report on their notification program under penalty of perjury: 

1. Respondents must submit a report within 60 days of entry of this Order and at the 

conclusion of the program summarizing its compliance to date. 

2. If a representative of the Commission requests any information regarding the 

program, including any of the underlying customer data, Respondents must 

submit it within 10 days of the request. 

3. Failure to provide required notices or any requested information will be treated as 

a continuing failure to obey this Order. 

Page 7 of 12 
VIII. 

Acknowledgments of the Order 

IT IS FURTHER ORDERED that Respondents obtain acknowledgments of receipt of 

this Order: 

A. Each Respondent, within 10 days after the effective date of this Order, must submit to the 

Commission an acknowledgment of receipt of this Order sworn under penalty of perjury. 

B. Individual Respondent for any business that such Respondent, individually or collectively 

with any other Respondents, is the majority owner or controls directly or indirectly, and 

each Corporate Respondent, must deliver a copy of this Order to: (1) all principals, 

officers, directors, and LLC managers and members; (2) all employees having managerial 

responsibilities for conduct related to the subject matter of the Order and all agents and 

representatives who participate in conduct related to the subject matter of the Order; and 

(3) any business entity resulting from any change in structure as set forth in the Provision 

titled Compliance Reports and Notices. Delivery must occur within 10 days after the 

effective date of this Order for current personnel. For all others, delivery must occur 

before they assume their responsibilities. 

C. From each individual or entity to which a Respondent delivered a copy of this Order, that 

Respondent must obtain, within 30 days, a signed and dated acknowledgment of receipt 

of this Order. 

IX. 

Compliance Reports and Notices 

IT IS FURTHER ORDERED that Respondents make timely submissions to the 

Commission: 

A. One year after the issuance date of this Order, each Respondent must submit a 

compliance report, sworn under penalty of perjury, in which: 

1. Each Respondent must: (a) identify the primary physical, postal, and email 

address and telephone number, as designated points of contact, which 

representatives of the Commission, may use to communicate with Respondent; 

(b) identify all of that Respondent’s businesses by all of their names, telephone 

numbers, and physical, postal, email, and Internet addresses; (c) describe the 

activities of each business, including the goods and services offered, the means of 

advertising, marketing, and sales, and the involvement of any other Respondent 

(which Individual Respondent must describe if he knows or should know due to 

his own involvement); (d) describe in detail whether and how that Respondent is 

in compliance with each Provision of this Order, including a discussion of all of 

the changes the Respondent made to comply with the Order; and (e) provide a 

copy of each Acknowledgment of the Order obtained pursuant to this Order, 

Page 8 of 12 
unless previously submitted to the Commission. 

2. Additionally, Individual Respondent must: (a) identify all his telephone numbers 

and all his physical, postal, email and Internet addresses, including all residences; 

(b) identify all his business activities, including any business for which such 

Respondent performs services whether as an employee or otherwise and any 

entity in which such Respondent has any ownership interest; and (c) describe in 

detail such Respondent’s involvement in each such business activity, including 

title, role, responsibilities, participation, authority, control, and any ownership. 

B. Each Respondent must submit a compliance notice, sworn under penalty of perjury, 

within 14 days of any change in the following: 

1. Each Respondent must submit notice of any change in: (a) any designated point 

of contact; or (b) the structure of any Corporate Respondent or any entity that 

Respondent has any ownership interest in or controls directly or indirectly that 

may affect compliance obligations arising under this Order, including: creation, 

merger, sale, or dissolution of the entity or any subsidiary, parent, or affiliate that 

engages in any acts or practices subject to this Order. 

2. Additionally, each Individual Respondent must submit notice of any change in: 

(a) name, including alias or fictitious name, or residence address; or (b) title or 

role in any business activity, including (i) any business for which such 

Respondent performs services whether as an employee or otherwise and (ii) any 

entity in which such Respondent has any ownership interest and over which 

Respondents have direct or indirect control. For each such business activity, also 

identify its name, physical address, and any Internet address. 

C. Each Respondent must submit notice of the filing of any bankruptcy petition, insolvency 

proceeding, or similar proceeding by or against such Respondent within 14 days of its 

filing. 

D. Any submission to the Commission required by this Order to be sworn under penalty of 

perjury must be true and accurate and comply with 28 U.S.C. § 1746, such as by 

concluding: “I declare under penalty of perjury under the laws of the United States of 

America that the foregoing is true and correct. Executed on: _____” and supplying the 

date, signatory’s full name, title (if applicable), and signature. 

E. Unless otherwise directed by a Commission representative in writing, all submissions to 

the Commission pursuant to this Order must be emailed to DEbrief@ftc.gov or sent by 

overnight courier (not the U.S. Postal Service) to: Associate Director for Enforcement, 

Bureau of Consumer Protection, Federal Trade Commission, 600 Pennsylvania Avenue 

NW, Washington, DC 20580. The subject line must begin: In re Lions Not Sheep 

Apparel, LLC, 222302. 

Page 9 of 12 
X. 

Recordkeeping 

IT IS FURTHER ORDERED that Respondents must create certain records for 20 years 

after the issuance date of the Order, and retain each such record for 5 years. Specifically, each 

Corporate Respondent and Individual Respondent for any business that such Respondent, 

individually or collectively with any other Respondents, is a majority owner or controls directly 

or indirectly, must create and retain the following records: 

A. Accounting records showing the revenues from all goods or services sold, the costs 

incurred in generating those revenues, and resulting net profit or loss; 

B. Personnel records showing, for each person providing services in relation to any aspect of 

the Order, whether as an employee or otherwise, that person’s: name; addresses; 

telephone numbers; job title or position; dates of service; and (if applicable) the reason 

for termination; 

C. Records of all consumer complaints and refund requests concerning the subject matter of 

this Order, whether received directly or indirectly, such as through a third party, and any 

response; 

D. All records necessary to demonstrate full compliance with each provision of this Order, 

including all submissions to the Commission; 

E. A copy of each unique advertisement, label, or other marketing material making a 

representation subject to this Order; and 

F. For 5 years from the date of the last dissemination of any representation covered by this 

Order, all materials that were relied upon in making the representation. 

XI. 

Compliance Monitoring 

IT IS FURTHER ORDERED that, for the purpose of monitoring Respondents’ 

compliance with this Order: 

A. Within 10 days of receipt of a written request from a representative of the Commission, 

each Respondent must: submit additional compliance reports or other requested 

information, which must be sworn under penalty of perjury, and produce records for 

inspection and copying. 

B. For matters concerning this Order, representatives of the Commission are authorized to 

communicate directly with each Respondent. Respondents must permit representatives 

of the Commission to interview anyone affiliated with any Respondent who has agreed to 

such an interview. The interviewee may have counsel present. 

Page 10 of 12 
 

 

C. The Commission may use all other lawful means, including posing through its 

representatives as consumers, suppliers, or other individuals or entities, to Respondents or 

any individual or entity affiliated with Respondents, without the necessity of 

identification or prior notice. Nothing in this Order limits the Commission’s lawful use 

of compulsory process, pursuant to Sections 9 and 20 of the FTC Act, 15 U.S.C. §§ 49, 

57b-1. 

XII. 

Order Effective Dates 

IT IS FURTHER ORDERED that this Order is final and effective upon the date of its 

publication on the Commission’s website (ftc.gov) as a final order. This Order will terminate 20 

years from the date of its issuance (which date may be stated at the end of this Order, near the 

Commission’s seal), or 20 years from the most recent date that the United States or the 

Commission files a complaint (with or without an accompanying settlement) in federal court 

alleging any violation of this Order, whichever comes later; provided, however, that the filing of 

such a complaint will not affect the duration of: 

A. Any Provision in this Order that terminates in less than 20 years; 

B. This Order’s application to any Respondent that is not named as a defendant in such 

complaint; and 

C. This Order if such complaint is filed after the Order has terminated pursuant to this 

Provision. 

Provided, further, that if such complaint is dismissed or a federal court rules that the 

Respondent did not violate any provision of the Order, and the dismissal or ruling is either not 

appealed or upheld on appeal, then the Order will terminate according to this Provision as though 

the complaint had never been filed, except that the Order will not terminate between the date 

such complaint is filed and the later of the deadline for appealing such dismissal or ruling and the 

date such dismissal or ruling is upheld on appeal. 

By the Commission. 

[April Tabor] 

Secretary 

SEAL: 

ISSUED: 

Page 11 of 12 
ATTACHMENT A: NOTICE TO CUSTOMERS 

The notification email or letter must be in the following form, from an authorized Lions Not 

Sheep Apparel, LLC address or email address, appearing on Lions Not Sheep Apparel, LLC’s 

letterhead if in letter form, and containing Sean Whalen’s signature line with full contact 

information for Lions Not Sheep Apparel, LLC: 

Subject: Settlement of FTC deceptive advertising case 

Dear <Name of customer>: 

Our records show that you bought Lions Not Sheep-branded clothing, hats, or accessories 

that we labeled or advertised as “Made in USA.” We’re writing to tell you that the Federal 

Trade Commission, the nation’s consumer protection agency, has sued us for making false 

claims. 

To settle the FTC’s lawsuit, we’re contacting you to tell you that the product you bought 

was not all or virtually all “Made in USA.” In fact, although we screen or embroider products in 

the USA, many of the items we sell are imported. 

If you have questions about this lawsuit, visit [get short URL]. For more information 

about “Made in USA” advertising, visit [get short URL]. 

Sincerely, 

[Sean Whalen] 

[Lions Not Sheep Apparel, LLC] 

Page 12 of 12 
Analysis of Proposed Consent Order to Aid Public Comment 

In the Matter of Lions Not Sheep Apparel, LLC; Lions Not Sheep Products, LLC; Lions Not 

Sheep Ventures, LLC; Lions Not Sheep LLC; and Sean Whalen, individually and as an officer 

of Lions Not Sheep Apparel, LLC; Lions Not Sheep Products, LLC; Lions Not Sheep 

Ventures, LLC; and Lions Not Sheep LLC 

File No. 2223023 

The Federal Trade Commission (“FTC” or “Commission”) has accepted, subject to final 

approval, an agreement containing a consent order from Lions Not Sheep Apparel, LLC; Lions 

Not Sheep Products, LLC; Lions Not Sheep Ventures, LLC; Lions Not Sheep LLC; and Sean 

Whalen (“Respondents”). 

The proposed consent order has been placed on the public record for thirty (30) days for 

receipt of comments by interested persons. Comments received during this period will become 

part of the public record. After thirty (30) days, the Commission will again review the 

agreement and the comments received and decide whether it should withdraw from the 

agreement or make final the agreement’s proposed order. 

This matter involves Respondents’ advertising of hats, accessories, and apparel as “Made 

in USA.” According to the FTC’s complaint, Respondents represented that hats and non-apparel 

accessories were all or virtually all made in the United States. However, the complaint alleges 

that, in numerous instances, those hats and non-apparel accessories are wholly imported or 

contain significant imported content. Based on the foregoing, the complaint alleges Respondents 

engaged in deceptive acts or practices in violation of Section 5(a) of the FTC Act. 

The complaint further alleges Respondents violated the Textile Fiber Products 

Identification Act by (1) advertising articles of wearing apparel as of U.S. origin despite the fact 

they are wholly imported or incorporate significant imported materials, and (2) removing tags 

containing information required pursuant to the Textile Fiber Products Identification Act and 

replacing those tags with false country-of-origin designations. 

The proposed consent order contains provisions designed to prevent Respondents from 

engaging in similar acts and practices in the future. Consistent with the FTC’s Made in USA 

Labeling Rule, 16 C.F.R. Part 323, and Enforcement Policy Statement on U.S.-Origin Claims, 

Part I prohibits Respondents from making U.S.-origin claims for their products unless: (1) the 

final assembly or processing of the product occurs in the United States, all significant processing 

that goes into the product occurs in the United States, and all or virtually all ingredients or 

components of the product are made and sourced in the United States; (2) a clear and 

conspicuous qualification appears immediately adjacent to the representation that accurately 

conveys the extent to which the product contains foreign parts, ingredients or components, 

and/or processing; or (3) for a claim that a product is assembled in the United States, the product 

is last substantially transformed in the United States, the product’s principal assembly takes place 

in the United States, and United States assembly operations are substantial. 

Page 1 of 2 
Part II prohibits Respondents from making any representation about a product or service, 

including any representation regarding country of origin, unless the representation is not 

misleading and Respondents have a reasonable basis substantiating it. 

Part III requires Respondents to make certain disclosures about the country of origin of 

any product subject to the Textile Fiber Products Identification Act. 

Parts IV through VI are monetary provisions. Part IV imposes a judgment of $211,335. 

Part V includes additional monetary provisions relating to collections. Part VI requires 

Respondents to provide sufficient customer information to enable the Commission to administer 

consumer redress, if appropriate. 

Part VII is a notice provision requiring Respondents to identify and notify certain 

consumers of the FTC’s action within 30 days after the issuance of the order, or within 30 days 

of the consumer’s identification, if identified later. Respondents are also required to submit 

reports regarding their notification program 

Parts VIII through XI are reporting and compliance provisions. Part VIII requires 

Respondents to acknowledge receipt of the order, to provide a copy of the order to certain 

current and future principals, officers, directors, and employees, and to obtain an 

acknowledgement from each such person that they have received a copy of the order. Part IX 

requires Respondents to file a compliance report within one year after the order becomes final 

and to notify the Commission within 14 days of certain changes that would affect compliance 

with the order. Part X requires Respondents to maintain certain records, including records 

necessary to demonstrate compliance with the order. Part XI requires Respondents to submit 

additional compliance reports when requested by the Commission and to permit the Commission 

or its representatives to interview Respondents’ personnel. 

Finally, Part XII is a “sunset” provision, terminating the order after twenty (20) years, 

with certain exceptions. 

The purpose of this analysis is to aid public comment on the proposed order. It is not 

intended to constitute an official interpretation of the proposed order or to modify its terms in 

any way. 

Page 2 of 2