UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended June 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-26973
WHOLE LIVING, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 87-0621709
(State of incorporation) (I.R.S. Employer Identification No.)
629 East 730 South, Suite 201, American Fork, Utah 84003
(Address of principal executive offices)
Registrant's telephone number, including area code: (801) 772-3300
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
As of August 5, 2002, the issuer had a total of 38,119,640 shares of common
stock outstanding.
THIS REPORT HAS BEEN AMENDED TO INCLUDE CERTIFICATIONS.
1
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements..............................................3
Item 2: Management's Discussion and Analysis..............................8
PART II: OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds .......................11
Item 6: Exhibits and Reports filed on Form 8-K...........................12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements
of operations for the three month periods ended June 30, 2002 and 2001, is
unaudited. This financial information, in the opinion of management, includes
all adjustments consisting of normal recurring entries necessary for the fair
presentation of such data. The results of operations for the three months
ended June 30, 2002, are not necessarily indicative of results to be expected
for any subsequent period.
2
Whole Living, Inc.
Consolidated Financial Statements
June 30, 2002
3
Whole Living, Inc.
Balance Sheets
ASSETS
June 30, December 31,
2002 2001
------------- -------------
(Unaudited)
Current Assets
Cash $ 247,802 $ 96,232
Accounts Receivable 111,423 50,000
Receivables - Other 19,855 19,855
Inventory 531,846 511,846
Note Receivable 1,100,000 -
Prepaid Expenses 14,292 20,167
------------- -------------
Total Current Assets 2,025,218 698,100
------------- -------------
Property & Equipment, Net 369,831 347,206
------------- -------------
Other Assets
Goodwill, Net 7,685 17,318
Investment 75,000 -
Deposits 56,010 55,010
------------- -------------
Total Other Assets 138,695 72,328
------------- -------------
Total Assets $ 2,533,744 $ 1,117,634
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 567,928 $ 516,308
Accrued Expenses 398,550 332,287
Current Portion of Long-Term Liabilities 1,330,920 544,533
------------- -------------
Total Current Liabilities 2,297,398 1,393,128
------------- -------------
Long Term Liabilities
Notes Payable - Related Party 830,920 544,453
Notes Payable 500,000 -
Capital Lease Obligations - 80
Less Current Portion (1,330,920) (544,533)
------------- -------------
Total Long Term Liabilities - -
------------- -------------
Total Liabilities 2,297,398 1,393,128
------------- -------------
Stockholders' Equity
Common Stock, $.001 Par Value; 50,000,000 Shares
Authorized; 32,119,640 and 24,004,340 Shares
Issued and Outstanding, Respectively 32,120 24,005
Additional Paid-In Capital 9,121,777 7,742,831
Retained Deficit (8,717,551) (7,842,330)
Subscription Receivable (200,000) (200,000)
------------- -------------
Total Stockholders' Equity 236,346 (275,494)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,533,744 $ 1,117,634
============= =============
4
Whole Living, Inc.
Statements of Operations
(Unaudited)
For the Three For the Three For the Six For the Six
Months Ended Months Ended Months Ended Months Ended
June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001
-------------- -------------- -------------- --------------
<s> <c> <c> <c> <c>
Sales $ 1,755,787 $ 1,531,697 $ 3,192,902 $ 2,834,640
Cost Of Goods Sold 1,085,948 1,159,314 2,151,207 2,230,827
-------------- -------------- -------------- --------------
Gross Profit 669,839 372,383 1,041,695 603,813
-------------- -------------- -------------- --------------
Operating Expenses
General & Administrative 953,287 854,298 1,629,557 1,638,222
Selling Expenses 88,831 319,443 233,096 560,783
-------------- -------------- -------------- --------------
Total Operating Expenses 1,042,118 1,173,741 1,862,653 2,199,005
-------------- -------------- -------------- --------------
OPERATING INCOME (LOSS) (372,279) (801,358) (820,958) (1,595,192)
OTHER INCOME(EXPENSE)
Interest Expense (29,305) (849) (54,263) (2,702)
Other Income - 519 - 2,015
-------------- -------------- -------------- --------------
Total Other Income(Expense) (29,305) (330) (54,263) (687)
-------------- -------------- -------------- --------------
NET INCOME(LOSS) $ (401,584) $ (801,688) $ (875,221) $ (1,595,879)
============== ============== ============== ==============
WEIGHTED AVERAGE INCOME(LOSS) PER SHARE $ (0.02) $ (0.03) $ (0.04) $ (0.08)
============== ============== ============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING 24,044,340 24,138,397 24,041,007 20,578,256
============== ============== ============== ==============
5
Whole Living, Inc.
Statements of Cash Flows
(Unaudited)
For the Six For the Six
Months Ended Months Ended
June 30, 2002 June 30, 2001
--------------- ---------------
<s> <c> <c>
Cash Flows From Operating Activities
Net Income(Loss) $ (875,221) $ (1,595,879)
Adjustments to Reconcile Net Income(Loss) to
Net Cash Provided(Used) in Operating Activities:
Depreciation & Amortization 76,221 88,393
Stock Issued for Services 165,200 102,000
Stock Issued for Interest 26,861 -
Options Issued for Services 40,000 -
Change in Assets and Liabilities
(Increase) Decrease in:
Accounts Receivable (61,423) (163,331)
Inventory (20,000) 76,963
Prepaid Expenses 5,875 33,427
Increase (Decrease) in:
Accounts Payable and Accrued Expenses 117,883 79,136
--------------- ---------------
Net Cash Provided(Used) by Operating Activities (524,604) (1,379,291)
--------------- ---------------
Cash Flows from Investing Activities
Payments for Notes Receivable (1,100,000) -
Payments for Property & Equipment (89,213) (48,505)
Payments for Deposits (1,000) -
--------------- ---------------
Net Cash Provided(Used) by Investing Activities (1,190,213) (48,505)
--------------- ---------------
Cash Flows from Financing Activities
Proceeds from Debt Financing 1,883,467 1,429,337
Principal Payments on Debt Financing (17,080) (1,541)
--------------- ---------------
Net Cash Provided(Used) by Financing Activities 1,866,387 1,427,796
--------------- ---------------
Increase in Cash 151,570 -
Cash and Cash Equivalents at Beginning of Period 96,232 -
--------------- ---------------
Cash and Cash Equivalents at End of Period $ 247,802 $ -
=============== ===============
Supplemental Disclosures of Cash Flow Information:
Cash Paid for:
Interest $ 2,208 $ 2,702
=============== ===============
Income Taxes $ - $ -
=============== ===============
Non-Cash :
Common Stock Issued for Notes Payable & Accrued Interest $ 1,106,861 $ 2,003,169
=============== ===============
Common Stock Issued for Services $ 165,200 $ 102,000
=============== ===============
Common Stock Issued for Investment $ 75,000 $ -
=============== ===============
6
Whole Living, Inc.
Notes to the Consolidated Financial Statements
June 30, 2002
GENERAL
Whole Living, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the six months ended June 30, 2002
since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Annual Report filed on the Form 10-KSB for the year ended December 31, 2001.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
Acquisition of Wholly Owned Subsidiary
In May 2002, the Company placed 6,000,000 shares of common stock in escrow in
anticipation of an acquisition of a wholly owned subsidiary. In July 2002,
the acquisition was completed and the 6,000,000 shares were issued.
7
References in this quarterly report to "Whole Living" "we," "us," and
"our" refer to Whole Living, Inc.
FORWARD LOOKING STATEMENTS
This Form 10Q-SB contains certain forward-looking statements and any
statements contained in this Form 10Q-SB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve
substantial risks and uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are not within Whole Living's
control. These factors include but are not limited to economic conditions
generally and in the industries in which Whole Living may participate;
competition within Whole Living's chosen industry, including competition from
much larger competitors; technological advances and failure by Whole Living to
successfully develop business relationships.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
Whole Living is a holding company of three subsidiaries: Brain Garden,
Inc., Vestrio Corporation and Simple Online Solutions, LLC. Brain Garden,
Inc., a Nevada corporation, was formed by Whole Living on May 30, 2002, and
Whole Living transferred the assets related to the Brain Garden products to
this wholly-owned subsidiary. Brain Garden is a total lifestyle company
focused on improving mental and physical performance. Brain Garden employs a
network marketing system to sell its products to customers and independent
distributors, and it relies on independent distributors to sponsor new
distributors.
On July 8, 2002, Whole Living, Inc., Vestrio Corporation, a Utah
corporation, and Simple Online Solutions, LLC, a Utah limited liability
company, entered into an Agreement and Plan of Reorganization by which Whole
Living acquired Vestrio and Simple Online Solutions through a stock-for-stock
exchange. Simple Online Solutions was formed as a Utah limited liability
company on May 2, 2000. Simple Online Solutions owns certain proprietary
products and markets those products and services through licensing agreements.
Vestrio holds license agreements for the marketing of some of Simple Online
Solution's products and services. Vestrio offers a suite of proprietary
investment and stock analysis software products which are designed to help
investors learn how to analyze and manage their investments in the stock
market. Vestrio relies on a network marketing model for distribution of its
products to the public.
We have recorded operating losses for the most recent two fiscal years
and our independent auditors have expressed an opinion that we may be unable
to continue as a going concern without financing. However, we have acquired
two new operating subsidiaries and expect to record increases in revenues on a
consolidated basis.
Acquisition Treatment
In July 2002 Whole Living completed the acquisition of Vestrio
Corporation and Simple Online Solutions. We acquired these two companies in
an arms-length transaction by issuing an aggregate of 6,000,000 shares of
Whole Living common stock to the seven stockholders of Vestrio in exchange for
100,000 shares of Vestrio common stock. Simple Online Solutions was the
wholly-owned company of Vestrio. The stock-for-stock exchange was intended to
qualify as a tax-free exchange and the six million shares were valued at
approximately $3,045,000. The acquisition was accounted for under the purchase
method of accounting using generally accepted accounting principles. Vestrio
and Simple Online Solutions' results of operations are not included with our
operations for the six month period ended June 30, 2002. However, they will
be included in our third quarter financial statements from the closing date.
Results of Operations
The following discussions should be read in conjunction with the
financial statements included with this
8
report and comparisons are presented for the three and six month periods ended
June 30, 2002 and 2001.
We recognize revenue upon the receipt of the sales order, which is
simultaneous with the payment and delivery of our goods. Revenue is net of
returns, which have historically been less than 1% of sales. For the 2002 six
month period, sales increased $358,262, or 11.2%, compared to the 2001 six
month period. Sales increased $224,090, or 12.8%, for the 2002 second quarter
compared to the 2001 second quarter. The increased revenues for the 2002
second quarter were primarily the result of increased monthly repeat customer
growth.
Cost of goods sold consists primarily of the cost of procuring and
packaging products, sales commissions paid to our independent distributors,
the cost of shipping product to distributors, plus credit card sales
processing fees. Distributor commissions are paid to several levels of
distributors on each product sold. The amount and recipient of the commission
varies depending on the purchaser's position within the Unigen Plan.
Distributor commissions are paid to distributors on a monthly basis based upon
their personal and group sales volume. Additional bonuses are paid weekly to
distributors. The overall payout average for sales commissions has
historically been approximately 39% of product sales.
Cost of goods sold decreased $79,620, or 3.6%, for the 2002 six month
period compared to the 2001 six month period and decreased $73,366, or 6.3%,
for the 2002 second quarter compared to the 2001 second quarter. Cost of
goods sold were 67.4% of sales for the 2002 six month period compared to 78.7%
of sales for the 2001 comparable period. Costs of good sold for the 2002
second quarter were 61.8% of sales compared to 75.7% of sales for the 2001
comparable period. The percentage of sales decrease in cost of goods sold for
the 2002 periods was primarily the result of bringing food manufacturing
in-house. Accordingly, our gross profit increased $437,882, or 42.0%, for the
2002 six month period compared to the 2001 six month period and increased
$297,456, or 44.4%, for the 2002 second quarter compared to the 2001 second
quarter.
General and administrative expenses, which include general office
expense, management and employees' salaries, and the support systems for the
distributor network, decreased $8,665, or 0.5%, for the 2002 six month period
compared to the 2001 six month period; but increased $98,989, or 10.4%, for
the 2002 second quarter compared to the 2001 comparable period. The 2002
second quarter increase was primarily due to a distributor leadership
convention and an extensive corporate travel schedule.
Selling expenses, which include marketing expenses, the support of sales
meetings and events, and certain customer service expenses, decreased
$327,687, or 58.4%, for the 2002 six month period compared to the 2001 six
month period. These expenses also decreased $230,612, or 72.2%, for the 2002
second quarter compared to the same period in 2001. The decrease in these
expenses was primarily a result of recording higher selling expenses in the
2001 second quarter related to expanding distribution in Australia and New
Zealand, plus additional costs involved in laying the groundwork for expansion
into certain Asian markets.
Total operating expenses decreased $336,352, or 15.3%, for the 2002 six
month period compared to the 2001 six month period. Total operating expenses
also decreased $131,623, or 11.2%, for the 2002 second quarter compared to
the 2001 second quarter. As a result of becoming more efficient, our total
operating expenses were 58.3% of sales for the 2002 six month period compared
to 77.6% of sales for the comparable 2001 period. Second quarter total
operating expenses were 59.4% of sales compared to 76.6% of sales for the 2001
second quarter. As a result of this efficiency our operating loss was
$820,958 for the 2002 six month period compared to $1,595,192 for the 2001 six
month period and our operating loss was $372,279 for the 2002 second quarter
compared to $801,358 for the 2001 second quarter.
We recorded total other expense of $54,263 for the 2002 six month period
which was related to interest expenses for notes payable. Total other expense
for the 2001 six month period was $687 reflecting interest expense offset by
other income.
Our net loss decreased $720,658, or 45.2%, for the 2002 six month period
compared to the 2001 six month period and decreased $400,104, or 49.9%, for
the 2002 second
9
quarter compared to the 2001 second quarter. Our loss per share was $0.04 for
the 2002 six month period compared to $0.08 for the 2001 six month period and
$0.02 for the 2002 second quarter and $0.03 for the 2001 second quarter.
Factors Affecting Future Performance - Since our inception, internal cash
flows, alone, have not been sufficient to maintain our operations. Actual
costs and revenues could vary from the amounts we expect or budget, possibly
materially, and those variations are likely to affect how much additional
financing we will need for our operations. Our future internal cash flows
will be dependent on a number of factors, including:
. Our ability to encourage our distributors to sponsor new
distributors and increase their own personal sales;
. Our ability to promote our product lines with our distributors;
. Our ability to develop successful new product lines;
. Effects of regulatory changes, if any; and
. Our ability to remain competitive in our markets.
In addition, we have entered into agreements with independent
distributors and suppliers located in Australia, Canada, New Zealand and Japan
and may establish similar arrangements in other countries in the future. As a
result, our future revenues may be affected by the economies of these
countries. Our international operations are subject to a number of risks, such
as, longer payment cycles, unexpected changes in regulatory environments,
import and export restrictions and tariffs, difficulties in staffing and
managing international operations, greater difficulty or delay in accounts
receivable collection, potentially adverse recessionary environments and
economies outside the United States, and possible political and economic
instability.
Seasonal Aspects - In the direct selling industry, the summer months of
June, July and August, and the holiday months of November and December are
relatively soft. However, in our short operating history we have experienced
an increase in sales during these time periods and are unsure how the
industry-wide fluctuations will affect our business in the future.
Liquidity and Capital Resources
We have funded our cash requirements primarily through sales, loans and
private placements of our common stock. At the six month period ended June
30, 2002, we had $247,802 cash on hand with $2,025,218 in total current assets
compared to $96,232 cash on hand with $698,100 in total current assets at the
year ended December 31, 2001. Our total current liabilities were $2,297,398
at June 30, 2002, compared to $1,393,128 at the 2001 year end. The current
portion of long-term liabilities represented 57.9% of the total current
liabilities at the end of the 2002 second quarter.
As of December 31, 2001, our principal commitments consisted of notes
payable and operating leases. Future minimum payments on notes payable were
$544,453 through 2002. Future minimum payments on operating leases for
vehicles, office space and warehouse space were $186,285 through 2003.
Net cash used for operating activities was $524,604 for the 2002 six
month period compared to $1,379,291 for the 2001 six month period. Net cash
used by investing activities was $1,190,213 for the 2002 six month period
compared to $48,505 for the 2001 six month period. The increase in net cash
used for investing activities was primarily related to payments of $1,100,000
for notes receivable. Net cash provided by financing activities was
$1,866,387 for the 2002 six month period compared to $1,427,796 for the 2001
six month period. The increase in net cash provided by financing activities
was primarily the result of more debt financing in the 2002 six month period.
Historically, we have relied on loans from shareholders and management,
which we have converted into common stock. We also rely on equity
transactions to pay for services provided to us. During the second quarter
ended June 30, 2002, we were able to convert debt totaling $1,106,861 by
issuing 7,325,300 shares of common stock to the holders of the notes payable.
We also issued common shares and warrants to pay for services rendered, or to
be rendered, to us which were valued at approximately $190,000. (See, Item 2:
Changes in Securities - Recent Sales of Unregistered Securities).
10
During the 2001 year we received cash from debt financing of $1,990,373
and during the 2000 year we borrowed $1,934,049. These loans were primarily
from shareholders and management with interest rates varying from 9% to 10.5%.
We satisfied a portion of these notes payable in February 2001 when we issued
6,677,230 shares to eight accredited investors to convert $2,004,678 of these
notes payable. Then in May 2001 we sold 7,500,000 common shares to six
accredited investors in a private placement for $2,550,000 in cash. After the
private placement, on October 15, 2001, our Board authorized the buy back of
4,052,890 common shares from five of the shareholders for $1,500,000. The
Board then retired the shares to the corporate treasury, reducing our issued
and outstanding by that number.
Financing
Management anticipates that additional capital for cash shortfalls will
be provided by future loans or private placements of our common stock. We
expect to issue private placements of stock pursuant to exemptions provided by
federal and state securities laws. The purchasers and manner of issuance will
be determined according to our financial needs and the available exemptions.
We also note that if we issue more shares of our common stock our shareholders
may experience dilution in the value per share of their common stock.
If we fail to raise the necessary funds through private placements, we
anticipate we will require debt financing from related or third parties. We
have not investigated the availability, source and terms for external
financing at this time and we can not assure that funds will be available from
any source, or, if available, that we will be able to obtain the funds on
terms agreeable to us. Also, the acquisition of funding through the issuance
of debt could result in a substantial portion of our cash flows from
operations being dedicated to the payment of principal and interest on the
indebtedness, and could render us more vulnerable to competitive and economic
downturns.
PART II. OTHER INFORMATION
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
The following discussion describes all securities sold by us without
registration during the six month period ended June 30, 2002, through a recent
date:
On July 8, 2002, we agreed to issue an aggregate of 6,000,000 shares to
seven shareholders of Vestrio Corporation in exchange for all of Vestrio's
issued and outstanding shares. We placed these shares into an escrow account
and then distributed them in July 2002. These shares were valued at
approximately $2,970,000. We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.
On June 20, 2002, we issued 100,000 common shares to Brock Madsen and
50,000 shares to Matt Madsen in consideration for the settlement of their
rights and claims against Vestrio Corporation which were valued at
approximately $75,000. We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.
On May 3, 2002, we issued 1,325,300 shares to RB Mutual Ventures, Inc. to
satisfy a promissory note totaling $225,302 with interest. These shares
include piggy back registration rights. We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.
11
On May 1, 2002, we issued 400,000 common shares to Douglas J. Burdick and
200,000 shares to Jeffrey Brudos in consideration for services rendered to
Whole Living. Mr. Burdick provided services valued at approximately $100,000
and Mr. Brudos provided services valued at approximately $50,000. We relied
on an exemption from registration for a private transaction not involving a
public distribution provided by Section 4(2) under the Securities Act.
On April 30, 2002, we granted warrants to purchase 1,500,000 common
shares to Summit Resource Group, Inc. in consideration for investor relations
consulting services valued at approximately $40,000. The exercise prices of
the warrants are 1,000,000 shares at $0.25, which vested immediately; and
500,000 shares at $0.50 which vest July 31, 2002. All of the warrants have a
five year expiration and include piggy back registration rights. We relied on
an exemption from registration for a private transaction not involving a
public distribution provided by Section 4(2) of the Securities Act.
On April 3, 2002, we issued an aggregate of 6,000,000 common shares to
three persons as settlement of outstanding promissory notes valued at
$881,559. We issued 2,000,000 shares to Broad Investment Partners, LLC;
2,000,000 shares to Empire Fund Managers, and 2,000,000 shares to Buena Vista
Consulting, Inc. These shares include piggy back registration rights. We
relied on an exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) under the Securities
Act.
On January 14, 2002 we issued an aggregate of 40,000 common shares to
three individuals. We issued 10,000 shares to Daniel Penoel for consulting
services valued at approximately $3,800. We issued 5,000 common shares valued
at approximately $1,900 to Chris Neville as compensation for services rendered
to Brain Garden Australia. Richard F. Wogksch received 25,000 shares valued
at $9,500 as severance compensation. We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.
Use of Proceeds
On June 29, 2001, we filed a registration statement on Form SB-2 (File
No. 333-64210) which was declared effective, as amended, on July 13, 2001. We
registered 11,753,470 common shares with an aggregate offering price of
approximately $4,995,225. The shares were sold by selling stockholders and we
did not receive any of the proceeds. All shares registered under this Form
SB-2 have been sold by the selling stockholders and we terminated this
offering in July 2002.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Part II Exhibits
Exhibit
No. Description
- ------- -----------
2.1 Agreement and Plan of Reorganization between Whole Living and Vestrio,
dated July 8, 2002 (Incorporated by reference to exhibit 2.1 to Form
8-K, filed July 11, 2002)
3.1 Articles of Incorporation of Whole Living
(Incorporated by reference to Form exhibit 2.1 10-SB, as amended,
filed August 9, 1999)
3.2 Bylaws of Whole Living
(Incorporated by reference to exhibit 2.4 to the Form 10-SB, as
amended, filed August 9, 1999)
10.1 Lease between Whole Living and KL Partners American Fork II, LLC,
dated November 26, 1999 (Incorporated by reference to exhibit 6.1 to
the Form 10-SB, as amended, filed August 9, 1999)
10.2 Employment Agreement between Ron Williams and Whole Living
(Incorporated by reference to exhibit 6.2 to the Form 10-SB, as
amended, filed August 9, 1999)
10.3 Consultant Agreement between Whole Living and Summit Resource Group,
Inc., dated April 30, 2002 (Previously filed)
21.1 Subsidiaries of Whole Living, Inc. (Previously filed)
12
(b) Reports on Form 8-K
On May 23, 2002, we filed a current report on Form 8-K under Item 5
regarding our intent to acquire Vestrio Corporation. No financial statements
were filed.
On July 11, 2002, we filed a current report on Form 8-K under Items 2 and
7 regarding the acquisition of Vestrio Corporation and Simple Online
Solutions, LLC. No financial statements were filed.
13
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
WHOLE LIVING, INC.
Date: 8/21/02 By: /s/ Ronald K. Williams
Ronald K. Williams
President and Director
Date: 8/21/02 By: /s/ Jeffrey R. Brudos
Jeffrey R. Brudos
Secretary/Treasurer, Chief Financial Officer
and Director
14
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Whole Living, Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2002, as amended,
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Ronald K. Williams, acting in the capacity of Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as
adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the
best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Ronald K. Williams
_____________________________________________________________________
Ronald K. Williams, acting in the capacity of Chief Executive Officer
August 21, 2002
15
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Whole Living, Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2002, as amended,
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Jeffrey R. Brudos, Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Jeffrey R. Brudos
__________________________________________________
Jeffrey R. Brudos, Chief Financial Officer
August 21, 2002