UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For quarterly period ended March 31, 2006
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 000-26973
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.)
972 North 1430 West, Orem, Utah 84057
--------------------------------------- ----------
(Address of principal executive offices) (Zip code)
Issuer's telephone number, including area code: (801) 655-5500
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 [ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of May 1, 2006, Whole Living, Inc. had a total of 6,667,735 shares of
common stock outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements...............................................2
Item 2. Management's Discussion and Analysis...............................8
Item 3. Controls and Procedures...........................................12
PART II: OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders...............12
Item 6. Exhibits..........................................................13
Signatures.................................................................14
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 March 31, 2006 and 2005, 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 month
period ended March 31, 2006 are not necessarily indicative of results to be
expected for any subsequent period.
Whole Living, Inc.
Financial Statements
March 31, 2006
2
Whole Living, Inc
Consolidated Balance Sheets
Assets
------
March 31 December 31
2006 2005
------------- -------------
(Unaudited)
Current Assets
Cash $ 116,149 $ 26,383
Accounts Receivable (Net of Allowance of $8,000) 1,731 899
Inventory 397,698 406,423
Prepaid Expenses - -
------------- -------------
Total Current Assets 515,578 433,705
Property & Equipment, Net 320,363 372,466
Other Assets
Deposits 30,540 30,540
Investments Available for Sale 2,340,554 -
------------- -------------
Total Assets $ 3,207,035 $ 836,711
============= =============
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Accounts Payable $ 220,696 $ 154,472
Accrued Expenses 75,951 79,725
Related Party Payable 250,516 -
Derivatives 69,000 145,000
Current Portion of Long-Term Liabilities 1,784,629 121,019
------------- -------------
Total Current Liabilities 2,400,792 500,216
Long Term Liabilities
Notes Payable - Related Party 1,013,372 820,761
Note Payable 771,257 771,257
Less Current Portion (1,784,629) (121,019)
------------- -------------
Total Long Term Liabilities - 1,470,999
------------- -------------
Total Liabilities 2,400,792 1,971,215
Stockholders Equity
Common Stock, $.001 Par Value;
100,000,000 Shares Authorized: 6,667,654 and
5,350,987 Shares Issued and Outstanding
Respectively 6,668 5,351
Additional Paid In Capital 17,364,082 14,995,399
Retained Deficit (16,525,379) (16,081,452)
Prepaid Expenses (39,128) (53,802)
------------- -------------
Total Stockholders' Equity 806,243 (1,134,504)
------------- -------------
Total Liabilites and Stockholders' Equity $ 3,207,035 $ 836,711
============= =============
3
Whole Living, Inc
Consolidated Statements of Operations
(Unaudited)
For the Three Months Ended
March 31,
----------------------------
2006 2005
------------- -------------
Sales $ 1,029,949 $ 1,276,728
Cost of Goods Sold 704,785 841,216
------------- -------------
Gross Profit 325,164 435,512
------------- -------------
Operating Expense
Selling Expense 58,989 103,971
General and Administrative 846,844 773,801
------------- -------------
Total Operating Expenses 905,833 877,772
------------- -------------
Operating Income (Loss) (580,669) (442,260)
Other Income (Expense)
Gain (Loss) on Valuation of Derivatives 76,000 -
Gain (Loss) on Investment 60,554 -
Interest Income 188 -
Interest Expense - (23,370)
Other Income - 13,046
------------- -------------
Total Other Income (Expense) 136,742 (10,324)
------------- -------------
Net Income (Loss) Before Income Taxes (443,927) (452,584)
Provision for Income Taxes - -
------------- -------------
Net Income(Loss) $ (443,927) $ (452,584)
============= =============
Weighted Average Income (Loss) Per Share $ (0.07) $ (0.16)
============= =============
Weighted Average Shares Outstanding 6,463,788 2,871,976
============= =============
4
Whole Living, Inc
Consolidated Statements of Cash Flows
(Unaudited)
For the Three Months Ended
March 31,
2006 2005
------------- -------------
Cash Flows from Operating Activities
Net Income (Loss) $ (443,927) $ (452,584)
Adjustments to Reconcile Net Income (Loss) to
Net Cash Provided(Used) in Operating Activities:
Depreciation and Amortization 52,103 58,469
Amortization of Prepaid Expenses (Equity) 14,674 41,209
Gain on Investment (60,554) -
Stock Issued for Services 90,000 -
Change in Assets and Liabilities
(Increase)Decrease in:
Accounts Receivable (832) 5,067
Inventory 8,725 37,395
Prepaid Expenses - (3,750)
Increase(Decrease) In:
Related Party Payable 250,516 -
Derivatives (76,000) -
Accounts Payable and Accrued Expenses 62,450 (328,910)
------------- -------------
Net Cash Provided(Used) by Operating Activities (102,845) (643,104)
------------- -------------
Cash Flows from Investing Activities
Cash Paid for Property and Equipment - (679)
------------- -------------
Net Cash Provided(Used) by Investing Activities - (679)
------------- -------------
Cash Flows from Financing Activities
Bank Overdraft - (55,217)
Cash Proceeds from Debt Financing 192,611 699,000
------------- -------------
Net Cash Provided(Used) by Financing Activities 192,611 643,783
------------- -------------
Increase(Decrease) in Cash 89,766 -
Cash and Cash Equivalents at Beginning of Period 26,383 -
------------- -------------
Cash and Cash Equivalents at End of Period $ 116,149 $ -
============= =============
Supplemental Disclosures of Cash Flow Information
Cash Paid for:
Interest $ - $ 2,228
Income Taxes $ - $ -
Non-Cash Activities:
Stock issued for investment $ 2,280,000 $ -
5
Whole Living, Inc
Consolidated Statements of Stockholders' Equity (Deficit)
March 31, 2006
(Unaudited)
Additional Retained
Paid-in Earnings Prepaid
Shares Amount Capital (Deficit) Expenses
------------- ------------- ------------- ------------- --------------
<s> <c> <c> <c> <c> <c>
Balance, December 31, 2005 5,350,987 $ 5,351 $ 14,995,399 $(16,081,452) $ (53,802)
Shares issued for investment
at $1.80 per share 1,266,667 1,267 2,278,733 - -
Shares issued for services
at $1.80 per share 50,000 50 89,950 - -
Amortization of prepaid expenses - - - - 14,674
Net income (loss) for the
period ended March 31, 2006 - - - (443,927) -
------------- ------------- ------------- ------------- --------------
Balance, March 31, 2006 6,667,654 $ 6,668 $ 17,364,082 $(16,525,379) $ (39,128)
============= ============= ============= ============= ==============
6
Whole Living, Inc.
Notes to the Financial Statements
March 31, 2006
GENERAL
Whole Living, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the three months ended March 31,
2006 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 twelve months ended December
31, 2005.
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.
INVESTMENTS AVAILABLE FOR SALE
On January 13 2006 the company entered into an agreement whereby it exchanged
19,000,000 shares of its common stock for a 23% interest in ForeverGreen
International, LLC. A privately held company. This acquisition is accounted
for on the equity method of accounting which requires the Company to recognize
the net income (Loss) of ForeverGreen based on the percentage of ownership.
For the three month period ended march 31, 2006, $60,554 has been recognized
as a gain on the investment. Also, as part of this reorganization the
officers and directors of the Company resigned and officers of ForeverGreen
were appointed as officers of the company.
In conjunction with this acquisition the Board of Directors approved a 15:1
reverse split of its common shares, which was subsequently completed in
February, 2006. Financial statements for prior periods have been restated to
reflect this reverse split.
The Company and ForeverGreen have blended their product lines and introduced a
new product catalogue.
7
References in this quarterly report to "Whole Living" "we," "us," and "our"
refer to Whole Living, Inc. and its subsidiary.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance 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.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
EXECUTIVE OVERVIEW
Whole Living is a holding company which operates through its wholly-owned
subsidiary, Brain Garden, Inc. In January 2006 we acquired a 23% interest in
ForeverGreen International, LLC, a privately held limited liability company
("ForeverGreen"). The members of ForeverGreen acquired 19,000,000 shares of
Whole Living common stock and the management of ForeverGreen were appointed as
directors and officers of Whole Living. In addition, we effected a 15-to-1
reverse stock split on February 22, 2006. (See Part II, Item 4, below, for
further details.)
During the first quarter of 2006 Brain Garden joined forces with ForeverGreen
to obtain access to its corporate leadership, consolidate our management team
and to obtain access to ForeverGreen's exclusive and best-selling
FrequenSea(TM) product with marine phytoplankton. In addition, this
combination increased and enhanced our product lines with the addition of
organic 24 Karat Chocolate and exclusive plant life concentrate products.
Our distributors, now called Members, also benefit through additional
compensation plan earnings through the ForeverGreen Compensation Plan as well
as benefit from the experienced leadership of the combined Whole Living and
ForeverGreen management team. Brain Garden distributors have been welcomed
into the ForeverGreen Compensation Plan and are included within and bound by
the ForeverGreen Contract and Policies and Procedures. Because we have
combined our distributors with ForeverGreen Members, consolidated our product
line with the product line of ForeverGreen and now have the same management as
ForeverGreen, the business of Brain Garden and ForeverGreen are now identical.
In early March, 2006, Brain Garden and ForeverGreen Members experienced their
first joint convention with Master of Ceremonies, CEO, Ronald Williams. This
three-day-event introduced Brain Garden Members to the management team, key
vendors, new products such as Nice(TM) bars, and provided training on the
ForeverGreen Compensation Plan. Over 1500 people attended the event. The
ForeverGreen culture, that includes random acts of kindness and service to
others, was highlighted with Members from around the country and the world
providing a day of service at local nursing homes and boys and girls clubs.
Keynote motivational speakers Kyle Maynard and Team Hoyt provided their life
experiences of overcoming physical and emotional challenges. Members from
around the country and world were recognized for their achievements in serving
others and Members were recognized for rank advancement in the ForeverGreen
Compensation Plan. After the convention and during March and April, our
management team commenced the "Matrix Magic Tour" to introduce Brain Garden
distributors/Members and new Members to the ForeverGreen culture and to
recognize those that were unable to attend the March convention. The tour
introduced ForeverGreen and the FrequenSea(TM) product, trained the new
Members in the Matrix culture and the FrequenSea(TM) product success model.
During 2006, we plan to continue our focus on the FrequenSea(TM) business
model. In addition, we plan to open corporate offices that will service
Members in Japan, Australia and New Zealand. We intend to expand our personal
consumption model to the European Union. Management anticipates that these
facilities and expanded services will decrease our shipping costs and the time
it takes to ship product to our customers effecting better service and
increased margins.
8
We will continue our emphasis as a total lifestyle company focused on bringing
our domestic and international Members and customers the exclusive
FrequenSea(TM) product and ForeverGreen Compensation Plan earnings and
commissions. We also intend to provide organic chocolates, weight management
products, convenient whole foods for meals and snacks, personal care products
and essential oils to our domestic Members and customers. As our
international markets mature, additional ForeverGreen products may also be
introduced in each international market. We will seek relations with key
vendors to continue developing cutting edge products that are exclusive to our
Members.
Our major challenge for the next twelve months will be to increase our
logistics centers here and around the world to keep up with the increased
demand for our products and the business opportunity. Included in this
challenge is the need to decrease shipping times and any back order issues
related to the increased demand for our products. Overcoming these challenges
will require additional skilled personnel, and manufacturing and shipping
facilities. In addition, we need to obtain sufficient essential oil raw
materials to ensure a continuous supply of our high demand essential oils
product line. We anticipate moving into our new manufacturing facility during
the second quarter of 2006 and are faced with the challenge of making this
move without affecting customers' purchases and the business operations of our
Members.
International expansion has its rewards and risks. The rewards include
increased sales and diversified market incomes. International expansion is
very expensive and key Members are required to experience rapid growth to be
profitable in a foreign country.
Management will continue to surround themselves with key experienced personnel
and vendors while evaluating expenses related to operating activities,
especially production and order fulfillment, in order to make adjustments to
improve profitability.
LIQUIDITY AND CAPITAL RESOURCES
For the three month period ended March 31, 2006 (the "2006 first quarter"), we
recognized sales of $1,029,949, but recorded a net loss of $443,927. We have
had recurring net operating losses since inception and historically, we have
financed our operations through revenues and debt financing.
For the 2006 first quarter, in addition to sales, we relied on debt financing
of $192,611 to fund our operations. In comparison, for the three month period
ended March 31, 2005 (the "2005 first quarter") we recorded sales of
$1,276,728 and obtained debt financing of $699,000 to fund operations. At our
current sales levels we require approximately $80,000 per month in addition to
sales revenue to meet our basic operations.
We intend to use our cash for working capital. In addition, we anticipate
that the expansion of our domestic and international logistics centers will
require additional funding. We anticipate the move of our manufacturing
facility will require $75,000 to complete. We intend to fund these
expenditures with internally generated cash flows and additional borrowing.
As of January 2006 we have expanded our product line to include ForeverGreen's
products in addition to Brain Garden products. Management believes the
expansion of products and distributors will increase sales; however, we cannot
guarantee that we will be able to attain or maintain profitability.
Management will continue to scrutinize expenses related to our operating
activities and order fulfillment to determine appropriate actions to take to
reduce these costs.
Management anticipates that additional working capital shortfalls will be
funded with debt financing. We may pay these loans with cash, if available,
or convert these loans into common stock. We may also issue private
placements of stock to raise additional funding. Any private placement likely
will rely upon 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.
9
COMMITMENTS AND CONTINGENT LIABILITIES
During 2005 and 2004 we leased warehouse space for $18,000 a month, but this
lease expired December 31, 2005. We continue to lease the warehouse portion
of this property on a month-to-month basis at $10,000 per month. The monthly
lease expenses for the new warehouse facility are approximately $8,530 and
will commence in the summer of 2006.
Our total current liabilities increased to $2,400,792 at March 31, 2006 from
$500,216 at December 31, 2005. This increase was primarily due to $1,784,629
current portion of our long term liabilities and related party transactions of
$250,516 owed to ForeverGreen. The current portion of long term liabilities
includes notes payable to a shareholder, First Equity Holdings Corp., of
$1,013,372 and notes payable to third parties of $771,257.
OFF-BALANCE SHEET ARRANGEMENTS
None.
RESULTS OF OPERATIONS
The following discussions are based on the consolidated financial statements
of Whole Living and Brain Garden, Inc. and have been restated to reflect the
reverse split. The financial information for the 2005 first quarter is
limited to the operations of Brain Garden and the financial information for
the 2006 first quarter reflects the operations of Brain Garden. The following
chart summarizes our financial statements for the three month periods ended
March 31, 2006 and 2005 and should be read in conjunction with the financial
statements, and notes thereto, included with this report at Item I, above.
Comparison of 2006 and 2005 First Quarter Operations
----------------------------------------------------
First Quarter First Quarter
2006 2005
-------------- -------------
Sales $ 1,029,949 $ 1,276,728
Cost of goods sold 704,785 841,216
Gross profit 325,164 435,512
Total operating expenses 905,833 877,772
Total other income (expense) 136,742 (10,324)
Net loss (443,927) (452,584)
Net loss per share $ (0.07) $ (0.16)
We recognize revenue upon shipment of a sales order. Sales are net of
returns, which have historically been less than 2% of sales. Sales for the
2006 first quarter decreased 19.3% from the 2005 first quarter due to an
adjustment period to the new commission plan and a historical reduction of
distributor activity during the second quarter to fourth quarter of 2005.
There was significant sales growth from the 2005 fourth quarter to the 2006
first quarter. While the combination of ForeverGreen's Members and products
with the Brain Garden operation have not increased revenues during the 2006
first quarter when compared with the first quarter of 2005, management
believes the ForeverGreen Compensation Plan, leadership and expanded product
line will continue to increase sales over the long term.
10
Cost of goods sold consists primarily of the cost of procuring and packaging
products, sales commissions paid to our independent distributor/Members, the
cost of shipping product to Members, plus credit card sales processing fees.
Cost of goods sold were 65% to 68% of sales for the comparable periods.
Management expects cost of goods sold to remain within this percentage range
of sales for the short term.
A portion of cost of goods sold relates to distributor commissions paid to
several levels of Members on each product sold. Member commissions are paid
on a monthly basis based upon their personal and group sales volume.
Additional bonuses are paid weekly to Members. During the 2005 first quarter
the amount and recipient of the commission varied depending on the purchaser's
position within the Brain Garden Unigen Plan. The overall payout average for
sales commissions under the Unigen Plan was approximately 36% to 38% of
product sales. In January 2006 Brain Garden adopted the ForeverGreen
Compensation Plan and the overall payout average for sales commissions for the
2006 first quarter under that plan were approximately 40%.
Total operating expenses increased 3.2% for the 2006 first quarter compared to
the 2005 first quarter. Selling expenses, which include marketing expenses,
the support of sales meetings and events, and certain customer service
expenses, decreased to 43.3% for the 2006 first quarter compared to the 2005
first quarter. General and administrative expenses include general office
expense, management and employees' salaries, and the support systems for the
distributor network. General and administrative expenses increased 9.4% for
the 2006 first quarter compared to the 2005 first quarter.
Total other income of $136,742 for the 2006 first quarter included interest
income of $188, a $76,000 gain on the valuation of warrants granted in 2002
that remain outstanding and a $60,554 gain on our investment in ForeverGreen.
The gain on warrants is due to the periodic reevaluation of warrants granted
in 2002 for services that are classified as a liability. Total other expense
of $10,324 for the 2005 first quarter included $23,370 interest expense
related to interest on loans and other income of $13,046.
As a result of the above, we recorded a net loss and net loss per share for
both the 2006 and 2005 periods.
The following chart summarizes our balance sheet at March 31, 2006 and
December 31, 2005.
2006 First Quarter Balance Sheet
----------------------------------
Quarter ended Year ended
March 31, 2006 December 31, 2005
-------------- -----------------
Cash $ 116,149 $ 26,383
Total current assets 515,578 433,705
Total assets 3,207,035 836,711
Total current liabilities 2,400,792 500,216
Total liabilities 2,400,792 1,971,215
Retained deficit (16,525,379) (16,081,452)
Total stockholders equity $ 806,243 $ (1,134,504)
At March 31, 2006 our total assets increased compared to the year ended
December 31, 2005 primarily due to recognizing a $2,340,554 investment in
ForeverGreen. At March 31, 2006 total liabilities increased when compared to
December 31, 2006, due to borrowing $1,013,372 from a shareholder, First
Equity Holdings Corp., to fund ongoing operations.
11
FACTORS AFFECTING FUTURE PERFORMANCE
Internal cash flows alone have not been sufficient to maintain our operations.
We have had a history of losses and have been unable to obtain profitability
during the past two fiscal years. 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 Members to sponsor new Members and increase
their own personal sales;
.. Our ability to promote our product lines with our Members and customers;
.. Our ability to develop successful new exclusive product lines;
.. Our ability to obtain essential oil raw materials for some of those
products;
.. Effects of future regulatory changes in the area of direct marketing, if
any;
.. Our ability to remain competitive in our domestic and international
markets; and
.. Our ability to decrease shipping time and expenses.
In addition, we have entered into agreements with independent distributors and
suppliers located in Australia, Canada, Japan, New Zealand, Singapore and the
United Kingdom. We 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, potentially adverse
recessionary environments and economies outside the United States, and
possible political and economic instability.
ITEM 3: CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Exchange
Act is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the SEC. This information is accumulated
and communicated to our executive officers to allow timely decisions regarding
required disclosure.
Our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. They concluded that our disclosure controls
and procedures were not effective as of March 31, 2006 due to the conclusion
on April 28, 2006 that our financial statements for prior years that had not
been restated should not be relied upon due to the required reclassification
of an equity transaction as a liability in the financial statements.
Management caused a restatement of our financial statements for the years
ended December 31, 2004 and 2003 to filed with the SEC on April 10, 2006, and
a current report on Form 8K disclosing non-reliance on prior financials filed
May 5, 2006. In addition, management is taking steps to implement appropriate
corrective action including, but not limited to, discussions with our
independent accountants as to any other required restatements and changes to
the way we process equity transactions so that we select the proper accounting
treatment for such transactions.
Other than the actions described above, there has been no change in our
internal control over financial reporting during the first quarter of 2006
that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
PART II: OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 13, 2006, our Board of Directors approved a 15-to-1 reverse split
of our common stock. On the same 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 executed and delivered a written consent approving
and adopting the reverse
12
split. The reverse split became effective on February 22, 2006 and resulted
in the current outstanding shares of 99,059,589 being reversed to
approximately 6,603,973.
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Chief Executive Officer Certification
31.2 Chief Financial Officer Certification
32.1 Section 1350 Certification
Part II Exhibits
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 Certificate of Amendment to Articles of Incorporation for Whole Living,
Inc. (Incorporated by reference to exhibit 3.2 for Form 10-QSB, filed
November 15, 2004)
3.3 Bylaws of Whole Living (Incorporated by reference to exhibit 2.4 to the
Form 10-SB, as amended, filed August 9, 1999)
10.1 Consultant Agreement between Whole Living and Summit Resource Group,
Inc., dated April 30, 2002 (Incorporated by reference to exhibit 10.2 to
Form 10-QSB, filed November 19, 2002)
10.2 Member Interest Purchase Agreement between Whole Living and ForeverGreen
International, LLC, dated January 13, 2006 (Incorporated by reference to
exhibit 10.1 for Form 8-K, as amended, filed January 13, 2006)
21.1 Subsidiaries of Whole Living, Inc. (Incorporated by reference to exhibit
21.1 for Form 10-QSB, filed November 14, 2003)
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: May 18, 2006 /s/ Ronald K. Williams
--------------------------------------
Ronald K. Williams
Chairman of the Board, President and
Chief Executive Officer
Date: May 18, 2006 /s/ Ronald K. Williams
-------------------------------------
Robert Reitz
Chief Financial Officer,
Secretary/Treasurer and Director
14