UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
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 ))
In this current report references to "Whole Living," "we," "us," and "our"
refer to Whole Living, Inc. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. Words such as "may," "will,"
"expect," "believe," "anticipate," "estimate," "project," or "continue" or
comparable terminology used in connection with any discussion of future events
or operations identify forward-looking statements. You are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of
the date of this report. All forward-looking statements reflect our present
expectation of future events and are subject to a number of important factors
and uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 12, 2006, our Board of Directors (the "Board") approved an
agreement to purchase 2,300,000 membership interest units of ForeverGreen
International, LLC, a Utah limited liability company ("ForeverGreen").
ForeverGreen is a network marketing company that focuses on whole foods and
natural products. On January 13, 2006, we completed the acquisition pursuant
to the Member Interest Purchase Agreement and acquired 2,300,000 membership
units, that represent a 23% interest in ForeverGreen. In consideration for
the membership units we issued 19,000,000 restricted shares of our common
stock to four members of ForeverGreen as follows:
.. Ronald Williams sold 2,000,000 membership units in exchange for
16,000,000 shares of Whole Living common stock;
.. Robert Reitz sold 100,000 membership units in exchange for 1,000,000
shares of Whole Living common stock;
.. Brenda Huang sold 100,000 membership units in exchange for 1,000,000
shares of Whole Living common stock; and
.. Jerry Gray sold 100,000 membership units in exchange for 1,000,000
shares of Whole Living common stock.
As a result of this transaction, ForeverGreen is a significant subsidiary of
Whole Living. Pursuant to the purchase agreement, members of ForeverGreen
were appointed as directors (See Item 5.01 and 5.02, below) and Whole Living
will effect a 15-to-1 reverse of our common stock (See Item 8.01 -
"Recapitalization," below)
The consideration paid in the exchange was valued at $2,850,000 and was based
upon $750,000 paid for a 4.5% interest in ForeverGreen purchased in October
2003, plus the fact that ForeverGreen's revenues had increased approximately
380% over the five months prior to the closing of the purchase agreement. The
Whole Living shares were valued at $0.15 per share based on the trading prices
of the our common stock prior to the closing of the purchase agreement.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
On November 11, 2005, we issued an aggregate of 13,682,344 shares of common
stock for services rendered and conversion of debt. We issued 3,050,000
shares of common stock to seven individuals for services rendered. We issued
732,500 shares to Universal Business Insurance in consideration for past due
premiums of $58,693 for director/officer liability insurance and liability and
property insurance. We issued 9,899,844 shares to five persons to convert
notes payable totaling $891,036.
After the closing with ForeverGreen, we had 99,059,589 shares of common stock
outstanding. The 19,000,000 shares of common stock issued in this transaction
represent 19.2% of our issued and outstanding after the closing.
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Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Company
Pursuant to the purchase agreement, on January 13, 2006, the Board filled the
director vacancy on our Board by appointing Ronald Williams as a director and
Chairman of the Board. 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. and will be available as an
advisor to the Board. William L. Fifield also 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 in Item 5.02.
As a result of the exchange of Whole Living stock and ForeverGreen membership
units, Ronald Williams beneficially owns 16,000,000 shares, or 16.2% of our
shareholder voting power, and the four members of ForeverGreen collectively
hold 19.2% of the voting power.
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 Chairman of the Board, President and CEO
Robert Reitz Director, Secretary/Treasurer, CFO and
Vice-president of Finance
Brenda Huang Director and Vice-president of Marketing
Ronald Williams - Chairman of Board, 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, Secretary, Treasurer, CFO, 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 Manager, 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 15
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 eight 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.
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.
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Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Financial statements required by this item are not available at this time and
will be filed not later than 71 calendar days after the date of this report.
(b) Pro forma Financial Information
Pro forma financial information required by this item is not available at this
time and will be filed not later than 71 calendar days after the date of this
report.
(c) Exhibits
No. Description
- ---- -------------
10.1 Member Interest Purchase Agreement between Whole Living and ForeverGreen
International, LLC, dated January 13, 2006
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 16, 2006 By: ____________________________________________
Ronald Williams, President
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