Exhibit 99.2
Whole Living, Inc.
PROFORMA
FINANCIAL STATEMENTS
December 31, 2005
Whole Living Incorporated |
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Proforma Balance Sheet |
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For period Ended December 31, 2005 |
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| WHLV | ForeverGreen |
| Proforma Adjustments | Consolidated Balance Sheet 12/31/05 | ||
ASSETS |
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Current Assets |
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| Cash |
| 26,383 | 331,296 |
| - | 357,679 |
| Accounts Receivable | 899 | 100 |
| - | 999 | |
| Other Receivables | - | 778 |
| - | 778 | |
| Prepaids | - | 121,632 |
| - | 121,632 | |
| Inventory | 406,425 | 502,822 |
| - | 909,246 | |
| Reserve for Obsolete Inventory | - | (96,412) |
| - | (96,412) | |
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| Total | 433,706 | 860,216 |
| - | 1,293,922 |
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Fixed Assets |
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| At Cost | 1,890,824 | 193,678 |
| - | 2,084,502 | |
| Accumulated Depreciation | (1,518,358) | (102,271) |
| - | (1,620,629) | |
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| Net Fixed Assets | 372,466 | 91,407 |
| - | 463,873 |
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| Other Long Term Assets | 30,540 | - |
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| 30,540 | |
| Investment in Subsidiary | - | - | a | 8,646,906 | - | |
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| - | - | b | (8,646,906) | - |
| Goodwill | - | - | b | 10,155,242 | 10,155,242 | |
| Customer Base | - | - | b | 839,810 | - | |
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| - | - | c | (83,981) | 755,829 |
Total Assets | 836,712 | 951,623 |
| 10,911,071 | 12,699,406 | ||
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LIABILITIES & EQUITY |
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Current Liabilities |
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| Accounts Payable | 179,378 | 254,412 |
| - | 433,790 | |
| Accrued Expense | 53,411 | 608,546 |
| - | 661,957 | |
| Payroll Liabilities |
| 37,544 |
| - | 37,544 | |
| Taxes Payable | 1,408 | 21,116 |
| - | 22,524 | |
| Other Accrued Expenses | 145,000 | 189,877 |
| - | 334,877 | |
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| Total Current Liabilities | 379,197 | 1,111,495 |
| - | 1,490,692 |
Long-Term Liabilities |
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| Notes Payable | 1,592,018 | 1,863,060 |
| - | 3,455,078 | |
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| Total Liabilities | 1,971,215 | 2,974,555 |
| - | 4,945,770 |
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Stockholders' Equity |
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| Net Income | (2,036,673) | (506,028) | c | (83,981) | (2,626,682) | |
| Retained Earnings | (14,044,778) | (1,689,197) | b | 1,689,197 | (14,044,778) | |
| Common Stock | 80,059 | 113,361 | a | 4,241 | - | |
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| - | - | b | (113,361) | 84,300 |
| Common Stock Class B | - | 5,000 | b | (5,000) | - | |
| Prepaid Equity Balance | (53,802) | - |
| - | (53,802) | |
| Foreign Currency Translation | - | (8,568) |
| - | (8,568) | |
| Additional Paid in Capital | 14,920,691 | 62,500 | a | 9,482,475 | - | |
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| - | - | b | (62,500) | 24,403,166 |
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| Total Stockholders' Equity | (1,134,502) | (2,022,933) |
| 10,911,071 | 7,753,636 |
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| Total Liabilities & Equity | 836,712 | 951,623 |
| 10,911,071 | 12,699,406 |
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Whole Living Incorporated |
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Proforma Income Statement |
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For the Twelve Months of January through December 31, 2005 |
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| WHLV | ForeverGreen |
| Proforma Adjustments | Consolidated Income Statement 12/31/05 | ||
Income Statement |
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| Sales |
| 3,796,690 | 6,542,200 |
| - | 10,338,890 |
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| Cost of Goods Sold | 2,597,388 | 4,877,871 |
| - | 7,475,260 | |
| Salary and Wages | 1,289,151 | 895,528 |
| - | 2,184,679 | |
| Amortization | - | - | a | 83,981 | 83,981 | |
| General and Administrative | 1,296,021 | 778,532 |
| - | 2,074,553 | |
| Professional Fees | 530,327 | 203,320 |
| - | 733,647 | |
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| Other Income/Expense | 120,475 | 292,977 |
| - | 413,452 | |
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| Net Income | (2,036,673) | (506,028) |
| (83,981) | (2,626,682) |
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Whole Living, Inc.
Notes to Pro Forma Consolidated Financial Statements
December 31, 2005
NOTE 1 - Summary of Transaction
Whole Living, Inc. executed an Agreement and Plan of Share Exchange, dated December 14, 2006 with ForeverGreen International LLC. The Exchange Agreement will be effective no later than December 31, 2006. Under the Exchange Agreement we will issue 4,240,549 shares of Whole Living common stock in exchange for ForeverGreen’s member interests and we will issue 1,000,000 shares of Whole Living common stock in exchange for ForeverGreen’s preferred member interests. The Company valued the acquisition price at $1.65 per share.
NOTE 2 - Management Assumptions
The pro forma balance sheet and statements of operations assume that the entities were together at the beginning of the year ended December 31, 2005.
The pro forma adjustments to the balance sheet are as follows:
a `
The issuance of 4,240,549 shares of common stock valued at $1.65 per share to
acquire the ForeverGreen member interests.
b
The issuance of 1,000,000 shares of common stock valued at $1.65 per share to
acquire the ForeverGreen preferred member interests.
c
The adjustment for the consolidation of Whole Living and Forever Green with the
elimination of Forever Green’s equity, and the recording of goodwill and
customer base in connection with this business combination.
d
The amortization of the customer base.
The pro forma adjustments to the income statement are as follows:
a
See amortization of customer base.