SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ ] Definitive Information Statement
Whole Living, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11:
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registrant statement
number, or the form or schedule and the date of its filing.
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(4) Date Filed:
WHOLE LIVING,INC.
433 East Bay Boulevard
Provo, Utah 84606
Telephone: (801) 655-1000
PRELIMINARY INFORMATION STATEMENT
This information statement is being furnished by Whole Living, Inc., a Nevada
corporation, to the holders of our common stock. On January 13, 2006, our
Board of Directors approved a 15-to-1 reverse split of our common stock (the
"Reverse Split"). On the same date stockholders holding 55,681,599 shares of
common stock, executed and delivered a written consent approving and adopting
the Reverse Split. As a result, the Reverse Split was approved by a majority
of the issued and outstanding shares of common stock in lieu of a special
meeting and no further votes will be needed.
This Information Statement is being mailed on or about February 1, 2006 to all
stockholders of record at the close of business on January 13, 2006 (the
"Record Date"). As of the Record Date, there were 99,059,589 shares of common
stock outstanding, each entitled to one vote on each matter of business put to
a stockholder vote.
This Information Statement is being provided pursuant to the requirements of
Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), to inform holders of common stock
entitled to vote or give an authorization or consent in regard to the action
authorized by the written consent.
If you have any questions regarding this information statement please contact:
Stockholder Relations
Whole Living, Inc.
433 East Bay Boulevard
Provo, Utah 84606
Telephone: (801) 655-1000
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
THE TRANSACTION DISCUSSED IN THIS INFORMATION STATEMENT IS BEING
PROVIDED FOR INFORMATIONAL PURPOSES ONLY.
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
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REVERSE SPLIT OF OUTSTANDING SHARES
The Reverse Split will result in the current outstanding shares of 99,059,589
being reversed to approximately 6,603,973. Fractional shares above 0.5 will
be issued one share. The Reverse Split will not become effective until 20
calendar days from the mailing date of this 14C Information Statement. The
reason the Board approved the reverse of the outstanding shares is primarily
due to the fact the we only have 100,000,000 shares authorized.
The Reverse Split results in each stockholder retaining the same proportionate
interest in Whole Living as he/she/it held prior to the reverse. We will also
be required to request a new trading symbol on the OTC Bulletin Board.
We are authorized to issue 100,000,000 shares of common stock, par value $.001
per share. We have not authorized or issued preferred stock. All shares of
common stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. Each share of common stock entitles the
holder (i) to one non-cumulative vote for each share held of record on all
matters submitted to a vote of the stockholders, (ii) to participate equally
and to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and (iii) to participate pro rata in
any distribution of assets available for distribution upon liquidation of
Whole Living. Our stockholders have no preemptive rights to acquire
additional shares of common stock or any other securities. All outstanding
shares of common stock are fully paid and non-assessable.
PRINCIPAL HOLDERS OF VOTING SECURITIES
On the Record Date stockholders holding 55,681,599 shares of common stock, or
56.2% of our 99,059,589 shares of common stock entitled to vote on the Reverse
Split, approved the Reverse Split by written consent.
The following table sets forth the beneficial ownership of our management. We
are unaware of any person or group who beneficially owns more than 5% of our
outstanding common stock. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power
with respect to securities. Except as indicated by footnote, the persons
named in the table below have sole voting power and investment power with
respect to the shares of common stock shown as beneficially owned by them.
The percentage of beneficial ownership is based upon the outstanding shares as
of January 13, 2006, the Record Date.
[Left blank intentionally]
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MANAGEMENT
Name and Address of Number of Shares of Percentage of
Beneficial Owners Common Stock Class
- ------------------------------ -------------------- -------------
Ronald Williams 16,000,000 16.2%
433 East Bay Boulevard
Provo, UT 84606
Robert Reitz 1,000,000 1.0%
433 East Bay Boulevard
Provo, UT 84606
Brenda Huang 1,000,000 1.0%
433 East Bay Boulevard
Provo, UT 84606
Jerry Gray 1,000,000 1.0%
433 East Bay Boulevard
Provo, UT 84606
All executive officers and 19,000,000 19.2%
directors as a group
CHANGES IN CONTROL OF COMPANY
On January 12, 2006, our 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 health and wellness
company that markets a diverse blend of health and nutritional products
through a network of independent distributors called members. It's philospohy
is that all people, regardless of race, religion, or economic background, like
the evergreen tree, can embrace every minute of every season of their lives;
that people can remain "Forever Green". ForeverGreen's members support the
concept of abundance. Through marketing of ForeverGreen's dynamic products,
compelling marketing tools and magnetic culture, its members experience
increased health and financial wellness.
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 the 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
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.. 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, 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 the 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.
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
stockholder voting power, and the four members of ForeverGreen collectively
hold 19.2% of the voting power.
DELIVERY OF INFORMATION STATEMENT
Upon written or oral request, we will furnish without charge to record and
beneficial holders of our common stock a copy of any and all of the documents
referred to in this information statement. These documents will be provide by
first class mail or other equally prompt means within one business day of the
request. Please make your request to the address or phone number below.
Only one information statement is being delivered to stockholders sharing an
address unless contrary instructions have been received from one or more of
those stockholders. We will promptly deliver separate copies to a household
of any shareholder who did not receive an individual copy and who requests a
copy. Please submit your request to:
Stockholder Relations
Whole Living, Inc.
433 East Bay Boulevard
Provo, Utah 84606
Telephone: (801) 655-1000
By order of the Board of Directors,
/s/ Ronald Williams
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Ronald Williams
Chief Executive Officer
January 17, 2006
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