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
January 13, 2006
Date of Report (Date of earliest event reported)
WHOLE LIVING, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 000-26973 87-0621709
(State of incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
433 East Bay Boulevard, Provo, Utah 84606
(Address of principal executive offices)
(801) 655-1000
(Registrant's telephone number)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
In this current report references to "Whole Living," "we," "us," and "our"
refer to Whole Living, Inc. and its subsidiaries.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Company
On January 13, 2006, the Board of Directors of Whole Living, Inc. (the
"Board") filled the director vacancy on our Board by appointing Ronald K.
Williams as a director. Mr. Williams previously served as Director,
President and CEO of Whole Living from November 1998 to October 2002. On that
same date Douglas J. Burdick tendered his resignation as director and the
Board designated Brenda Huang to replace him. Mr. Burdick will continue as
President of our subsidiary, Brain Garden, Inc. On January 13, 2006, William
L. Fifield resigned as director of Whole Living and the Board designated
Robert Reitz to replace him. Mr. Fifield will continue to work for Whole
Living as the Vice-president of Communications. The biographies of the new
directors are provided below.
Item 5.02 Departure of Directors or Principal Officers: Election of
Directors; Appointment of Principal Officers
On January 13, 2006, Douglas J. Burdick, President, and Chief Executive
Officer resigned those positions and William M. Fifield resigned as
Secretary/Treasurer of the company. The Board appointed the following
individuals as executive officers to fill those vacancies and the directors
and executive officers of the company are:
Ronald Williams Director, President and CEO
Robert Reitz Director, Secretary/Treasurer, CFO and
Vice-president of Finance
Brenda Huang Director and Vice-president of Marketing
Ronald Williams - Director, President and CEO - Mr. Williams started in the
network marketing industry in the 1980's as a distributor for NuSkin
International and learned the trade and business with them. He then went on
to Neways International from 1992 to 1997 and became its Vice-president of
Sales and Marketing. During 1997 and 1998 he was the Senior Executive at
Young Living Essential Oils and later founded Whole Living in November 1998.
In May 2004 Mr. Williams launched his own company, ForeverGreen International,
LLC, and that company's sales exceed $1 million per month. His focus on
unique, fun and pleasurable products led to the development of an all natural
health and wellness line at ForeverGreen International, LLC.
Robert Reitz - Director, CFO, Secretary, Treasurer and Vice-president Finance
- - Mr. Reitz started in the network marketing industry in 1997 with Enrich
International. He lived in and opened the Enrich Japan territory while
working with Enrich throughout Asia, Europe and the Americas. Mr. Reitz is
fluent in Japanese and also worked with markets throughout the world for
Morinda/Tahitian Noni International. He developed a broad understanding of
network marketing in the areas of commissions, finance, accounting, payroll,
reporting, IT and human resources. Mr. Reitz has an MBA from NYU Stern
School.
Brenda Huang - Director and Vice-president of Marketing - Ms. Huang's
marketing experience began while managing Asian operations growth in Taiwan
for Morinda, Inc. After her success in Taiwan, Brenda accepted an offer to
facilitate growth of Morinda in Hong Kong, China. She is experienced in
creating business presentations for a variety of countries and languages. She
is fluent in Mandarin Chinese, Japanese, Cantonese, Taiwanese and English.
For the past nine years, she has worked directly with distributors in the
capacities of General Manger, Sales and Marketing Manager, Customer Service
and Operations Manager.
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Section 8 - Other Events
Item 8.01 Other Events
Company Organization
As part of the restructuring of management, the Board has restructured the
organization of the company and appointed the following individuals to serve
in the following capacities.
Paul Frampton - Vice-president of Global Sales - Mr. Frampton has more than
fifteen years experience in the network marketing industry and received his
Bachelors and Masters degrees in accountancy from Brigham Young University.
He is a Certified Public Accountant in the state of Utah and speaks fluent
Spanish. He started in the network marketing industry as a public accountant
at Grant Thornton where he worked directly with Utah-based network marketing
firms. For the previous 11 years, he worked with Enrich/Unicity in a number
of positions.
Rick Redford - Vice-president of Business Development - Mr. Redford has held
positions in the health and wellness, and home-based business industry for
more than ten years. He worked for companies such as NuVante, Enrich/Unicity
and Weider Nutrition. He is experienced in developing business plans and
leadership training programs. Mr. Redford studied Business Management at
Brigham Young University and theater and the performing arts at the University
of Utah.
Jerry Gray - Vice-president of Operations and Product Development - Mr. Gray
has worked for such companies as InShape International and Destiny WorldWide,
in the network marketing industry, both domestic and international. He
studied nutrition at the University of Utah and his knowledge of effective
nutritional and personal care formulas is used to ensure all products contain
only the purest and most effective ingredients available.
William M. Fifield - Vice-president of Communications - Mr. Fifield was
appointed Vice-president of Marketing and Communications for our subsidiary,
Brain Garden, Inc., in July 2002 and became our director in 2003. He has been
with Brain Garden since 1998. From 1997 to 1998 he was Director of Marketing
for Young Living Essential Oils and from 1996 to 1997 he was Director of
Marketing for The Story Teller. He has over 25 years experience in sales and
marketing. He holds a Masters of Management from the Kellogg School of
Management, Northwestern University.
Daylen Bushman - Vice-president Production - Mr. Bushman has 8 years of
management, training, and operational experience in various industries, and
holds a B.A in Communications from Brigham Young University. In his five year
career with the Brain Garden, he has managed the warehouse, production, and
purchasing. His responsibilities will be to ensure prompt and precise
formulation and delivery of our products.
Chris Patterson - General Counsel - Mr. Patterson has worked as an attorney in
the health and wellness industry for the past ten years. He previously served
as counsel for Enrich, Rexall Showcase International and Unicity in
international expansion, compliance, regulatory, intellectual property and
corporate matters. Prior to joining ForeverGreen, he served as the President
and CEO for Zija International, another nutritional network marketing company.
Mr. Patterson holds a B.A. from the University of Utah in Political Science
along with a Certificate in International Relations. He received his Juris
Doctorate from Washburn University in Topeka, Kansas and he is a member of
both the Utah and Kansas state bar associations.
Acquisition Agreement
On January 13, 2006, we entered into an agreement to purchase an interest in
ForeverGreen International, LLC, a Utah limited liability company
("ForeverGreen"). ForeverGreen is a network marketing company that focuses on
whole foods and natural products. Pursuant to the agreement, we will issue
19,000,000 shares of restricted common stock to four members of ForeverGreen
in exchange for 2,300,000 membership interest units. We will provide further
information in a Current Report on Form 8-K after the transaction is closed.
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Recapitalization
On January 13, 2006, the Board authorized a 15-to-1 reverse split of our
common stock, with any fractional shares of 0.5 or greater to be issued one
share of common. The Board is taking the necessary steps to obtain
shareholder approval by written consent for this corporate action and
anticipates the reverse will become effective within the next 60 days.
SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
WHOLE LIVING, INC.
/S/ Ronald Williams
Date: January 13, 2006 By: _________________________________________
Ronald Williams, President
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