Forevergreen Worldwide Corp – ‘10SB12G/A’ on 6/26/00

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          58    232K 
                          Small-Business Issuer                                  
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

10SB12G/A   —   Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

10SB12G/A
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Securities and Exchange Commission  
Washington, D.  C.  20549   

_______________   

Form 10-SB/A  
Amendment No. 5   
______________  

GENERAL FORM FOR REGISTRATION OF SECURITIES   
OF SMALL BUSINESS ISSUERS   
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934   

Commission File Number 000-26973  

WHOLE LIVING, INC.  
(Name of Small Business Issuer 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   
(801) 772-3300  
(Address and telephone number of principal executive offices    
and principal place of business)  

________________  

Securities to be registered under Section 12(b) of the Act:   

None  
________________  

Securities to be registered under Section 12(g) of the Act:   

Common Stock, par value $.001   

(Title of class)  

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PART I  

Item 1: Description of Business..............................................3  
Item 2: Management's Discussion and Analysis or Plan of Operations..........12  
Item 3: Description of Property............................................ 17  
Item 4: Security Ownership of Certain Beneficial Owners and Management......17  
Item 5: Directors, Executive Officers, Promoters and Control Persons........19  
Item 6: Executive Compensation..............................................20  
Item 7: Certain Relationships and Related Transactions......................21  
Item 8: Description of Securities...........................................22  

PART II   

Item 1: Market Price of and Dividends on Whole Living's Common Equity and       
      Other Shareholder Matters...........................................23
Item 2: Legal Proceedings...................................................23  
Item 3: Changes In and Disagreements With Accountants on Accounting and         
      Financial Disclosures...............................................24
Item 4: Recent Sales of Unregistered Securities.............................24  
Item 5: Indemnification of Directors and Officers...........................24  

PART F/S  

Index to Financial Statements ..............................................25  

PART III  

Item 1: Index to and Description of Exhibits................................26  

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  In this registration statement references to "Whole Living," "we," "us,"
and "our" refer to Whole Living, Inc.                                           

FORWARD LOOKING STATEMENTS  

This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  For this      
purpose any statements contained in this Form 10-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.                 

Whole Living's short operating history and operating losses raise     
substantial doubt about its ability to continue as a going concern.  This fact  
is reported by the our independent auditors, Hammond and Company and Crouch,    
Bierwolf & Chisholm.                                                            

PART I  

ITEM 1. DESCRIPTION OF BUSINESS                                                 

Business Development                                                            

 Hystar Aerospace Marketing Corporation of Idaho was incorporated in the
state of Idaho on January 30, 1986 as a subsidiary of Nautilus Entertainment,   
Inc. (the "Hystar Aerospace").  Hystar Aerospace was formed to lease, sell and  
market the Hystar airship and the Burket Mill, a waste milling device.          
However, the venture was found to be cost prohibitive and Hystar Aerospace      
ceased such activities in 1986.  Hystar Aerospace did not engage in any         
further commercial operations.  On March 5, 1998 Hystar Aerospace changed its   
name to Brick Tower Corporation.                                                

On November 25, 1998, our five principal shareholders formed Whole    
Living, Inc., a Utah corporation, (the "Whole Living Utah"). Shortly            
thereafter, Whole Living Utah acquired a major portion of the business assets   
of Brain Garden, LLC, a Utah limited liability company operated by Don Tolman.  
The assets acquired by Whole Living Utah included the products and formulas     
presently being marketed by Whole Living as well as the trademark "Brain        
Garden."                                                                        

 Whole Living was incorporated in the state of Nevada on March 18, 1999.
On March 19, 1999 Brick Tower Corporation merged with Whole Living for the      
sole purpose of changing Brick Tower's domicile from Idaho to Nevada.  In May   
of 1999, Whole Living completed a reverse merger with Whole Living Utah.  The   
properties, trademarks, and related assets of Whole Living Utah were acquired   
by Whole Living, Inc., a Nevada corporation, which is the surviving             
corporation as a result of the reverse merger.  This merger was accomplished    
by the Nevada corporation's issuance of 6,000,000 shares of its restricted      
common stock to the five shareholders of  Whole Living Utah in exchange for     
all of the issued and outstanding stock of the Whole Living Utah corporation.   
Pursuant to the merger agreement, our parent company divested itself of its     
controlling interest, the directors and officers of Whole Living resigned and   
the management of Whole Living Utah filled the vacancies, and the former        
shareholders of Whole Living Utah obtained 58% of the total voting power.       

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Our Business                                                                    

Whole Living, doing business as Brain GardenTM, is a total lifestyle  
company focused on improving mental and physical performance through a Whole    
Foods - Whole Learning - Whole Living philosophy.  Our message is a blend of    
cutting-edge research and ancient wisdom and methods.  By ancient wisdom, we    
refer to certain dietary practices and specific whole-food combinations that    
have been viewed for centuries as promoting health.  These include:             
i.     Jewish practice for nearly 4,000 years (Amos 9:14; Daniel      
        1:11-20), their tradition and scriptures which state that eating
       certain foods, including "pulse," results in greater health and
mental acuity; and                                      
ii.    Historic Christian practices, traditions and scriptures (1 Cor.
   3:2; 1 Tim. 4:3; Heb. 5:12; D&C 89) which state that eating
certain foods and not others is healthier for the body. 

  In addition, the Surgeon General of the United States and the Physicians
Committee for Responsible Medicine have both concluded that the key to good     
health is proper diet (defined in part as fruits, vegetables, nuts, seeds,      
legumes and whole grains as opposed to processed foods), plenty of water and    
regular exercise.                                                               

 Our product philosophy is to combine the best of science and nature and
to produce food and personal care products that are 100% natural, and to the    
extent possible, organic.  We employ a network marketing system to sell our     
products to customers and independent distributors, and we rely on our          
distributors to sponsor new distributors.  We are committed to developing and   
providing quality products that are easy to use, easy to sell and effective.    

Whole Foods. We promote an appreciation for earth's bounties and      
encourage eating real foods, such as, fresh fruits and vegetables, legumes and  
grains.  Our line of Whole Foods snacks and meal replacements are convenient    
and enjoyable and reduce or eliminate the need for nutritional supplements.     
We believe that pills and supplements cannot replace Whole Foods and that       
twentieth century convenience foods provide a high-fat, high-sugar, low-fiber   
diet which may have resulted in increased cancer, heart disease and obesity     
rates.                                                                          

  Whole Learning.  We believe imagination is the key to unlocking learning
potential.  Our Whole Learning products include interactive programs that help  
the consumer create a "home-learning environment" for their family.  We offer   
multi-media programs for learners from preschool through adulthood.             

Whole Living.  We provide personal development and life-balancing     
programs to help people and families experience life more abundantly.  We have  
created all-natural, chemical-free product lines of personal care, skin care    
and essential oils, to enhance the rituals of daily living.                     

Principal Products                                                              

  Our major Whole Foods product is PulseTM, which consists of a variety of
nuts, seeds, fruits and grains.  The ingredients used in PulseTM are combined   
in specific mathematical ratios which we believe are based on a 2500 year old   
formula which originated in Biblical times.  (See, Chapter 1 of the King James  
version of Daniel.)   We believe nutritional science is strongly pointing to    
frequent snacking throughout the day as opposed to "three square meals."        
PulseTM may be used as a snack or a meal replacement.  PulseTM has the          
proteins, fibers, carbohydrates and other nutrients needed in a healthy diet    
and comes in four different flavors.  PulseTM also is an integral part of our   
weight-loss program called "Daniel's 10-day Challenge."  Our other major Whole  
Foods snack products include Parched Pulse and Brain Grain.  Currently 55% of   
our product sales revenue is derived from our Whole Foods snack products and    
12% is derived from our weight-loss products.                                   

  Our Whole Learning products include our interactive educational programs
which provide learning tools for learners from kindergarten through adulthood.  
These programs cover such topics as spelling, math, science, reading, foreign   
languages and parenting tools.  These programs are multi-sensory and            
interactive and are designed to involve the creative imagination of the         
learner.  We believe the "rote learning" model of education has been used to    
routinize                                                                       

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the learning process and control the mind set of the learner.  We believe rote  
learning fails to recognize the individuality of learners, stifles creativity   
and robs the human mind.  We believe our programs offer a clear, imaginative    
alternative for learners of all ages.                                           

  Our Whole Living product line includes essential oils, and chemical-free
personal and home-care products which are made from the oils and tissues of     
plants.  We believe that what is put on the skin is passed through the skin     
and finds its way into other tissues in the body.  Therefore, an individual     
should not put anything on the body that cannot also be put in the body.        

Our Essential Oils and Earthborn Creations TM personal care line of   
products were released in November of 1999. We believe our Essential Oils       
provide health benefits for the user of these natural plant oils found in the   
tissues of aromatic plants.  These products are designed to be applied          
topically to the body for therapeutic relief. Our Earthborn CreationsTM         
products include creams, lotions, cleansers and shampoos made from essential    
oils and mixing powders that are all natural and chemical-free, and made        
entirely from plants.   Our most popular personal care product is Pro L'eve     
which is a full strength progesterone cream made from wild yams, soy and other  
natural ingredients.  Pro L'eve is designed for women who experience hormone    
imbalance.  The Earthborn Creations TM personal care, essential oils and        
associated products were 20% of our revenues for the fiscal year 1999.          

Distribution Network                                                            

 We currently have only one sales office located in American Fork, Utah.
We buy product from our third-party suppliers (See, "Raw Materials and          
Suppliers," below) and, as of December 1999, deliver the product to a           
third-party, Excel Graphics, for warehousing and distribution to our            
distributors and customers.  Excel Graphics warehouses, packages, handles       
will-call orders and arranges delivery of our products by mail or otherwise.    
We pay Excel Graphics a set fee for the product which is warehoused, each       
order fulfilled and packaging of kits.  We pay shipping costs directly to the   
provider of such services.  The agreement with Excel Graphics is for a term of  
one year, and renews automatically thereafter.  Either party may terminate the  
agreement with 90 days written notice.                                          

We rely on network marketing for the distribution of our products.    
Anyone can purchase products from us for personal use or resell, but he or she  
does not have the potential to earn commissions.  Only those individuals who    
sign up as a distributor can sponsor other distributors and earn commissions    
from the resale of our products.  Management believes that one of our key       
competitive advantages is our "Unigen" distributor compensation plan (the       
"Unigen Plan").                                                                 

Network marketing companies and their marketing plans have been around
for over 50 years.  Many of the founding companies in this industry such as     
Amway, Mary Kay, and Shaklee, have not made significant changes to their        
marketing plans for decades.  During the 1970s, 1980s and into the 1990s, new   
companies in the industry such as Nuskin, Neways, Natures Sunshine Products,    
Melaleuca, and many others have taken aspects of these original marketing       
plans and added various twists and/or changes in order to make their            
compensation plans more rewarding for distributors.                             

   In the traditional networking system such as that used by Nuskin, a group
of people occupy a single level within the compensation plan.  Under the        
"unilevel" plan, a single person occupies a level within the compensation       
structure.  Nature's Sunshine Products, Inc. and Young Living Essential Oils    
represent two of our competitors who use versions of this "unilevel" plan.      
Under this structure, a distributor's down line is composed of numerous levels  
consisting of separate individuals.  As more individuals come on line below     
these levels, each becomes a "leg" for the first distributor.                   

  Under our system, any distributor on any level can receive compensation.
Each individual distributor can qualify for compensation on a monthly basis.    
Therefore, if they qualify by purchasing the requisite quantity of product and  
establishing the necessary number of legs, a distributor could receive          
compensation in his or her first month with Whole Living.                       

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 We combine this single person/single level approach with what we call a
"deep generational pay program."  Generational pay programs are currently       
being used by Young Living Essential Oils, Neways, LifeForce International and  
New Vision.  Under a generational program, a distributor receives a small       
percentage from other distributors that are brought on line below them, both    
directly and indirectly via the "legs."  In our system, this generational       
concept is tied into our Captain, Team Captain and All Star classifications.    
As a distributor gains more "qualified legs" which qualify through monthly      
purchasing volume, his status changes and his percentage of generational        
compensation increases.  For example, to obtain the status of Captain, a        
distributor needs at least one "active" leg which is defined as a leg that has  
at least the minimum monthly purchasing volume.  As a distributor adds new      
"active" legs, his or her status moves from Captain to Team Leader, All Star,   
etc.  At each new level, the generational compensation percentages and amount   
of compensation increases.  Therefore, an established distributor may receive   
a percentage of sales generated by an ever growing number of new distributors   
that are brought into the program in his or her down line.  In our system,      
these levels can extend downward in many different directions as new            
distributors build their own legs or "generations."  At a predetermined point,  
the founding distributor can be blocked from receiving new compensation         
directly from a portion of a successful, active leg.  While the original        
distributor will continue to receive a percentage of the sales generated by     
other down line distributors, he or she will stop receiving compensation from   
distributors below this predetermined cut-off generation of a successful leg.   
Because this block can only occur after several generations, we have            
classified our program as a "deep generational pay program."                    

By combining the unilevel approach with this deep generational pay    
program, we have developed our "Unigen" marketing plan which we believe takes   
the best aspects of each approach and combines them into a new, more            
competitive distributor compensation plan.  Several companies have developed    
and implemented plans similar to ours, such as Young Living Essential Oils,     
New Vision and LifeForce International.  We believe that our approach, while    
similar to these approaches, improves on their models and represents a          
competitive advantage for our distributors.  It is designed to offer a simple   
method for a distributor to earn compensation from development of his or her    
business.  As the distributor is rewarded financially, he or she is motivated   
to continue developing an organization and, as a result, we continue to grow.   

Our revenue depends directly upon the efforts of our distributors. We 
distribute our products exclusively through independent distributors who have   
contracted directly with us.  Our revenue is directly dependent upon the        
efforts of these independent distributors, and growth in the total number of    
our distributors.  As a distributor who purchases a defined minimum volume of   
product per month (which we refer to as personal sales volume or "PV") and      
brings on new distributors below him and thus establishes "legs," that          
distributor becomes eligible for additional monthly compensation.  If one       
person in a leg purchases the defined minimum monthly volume or PV, that leg    
becomes "active."  To attain the rank of "Captain", a distributor must attain   
a minimum PV and have at least three "active" legs.  A Team Captain is a        
distributor who has built a down line sales organization which includes at      
least three "active" Captain legs and has personal monthly sales of at least    
150 PV units.  To attain the All Star level, a distributor has to build a down  
line sales organization which includes at least three "active" legs, each of    
which must have at least one "Team Captain" level distributor somewhere in the  
down line.  In addition, an All Star distributor has to have personal monthly   
sales of at least 200 PV units.                                                 

In addition to the highest levels, we have two lower level distributor
classifications consisting of Team Builder and Team Leader.  To qualify as a    
Team Builder, a distributor must have personal monthly purchases totaling over  
50 PV units and one "active" 50 PV leg.  A Team Leader is a distributor that    
has attained the Team Leader level of 75 PV units in personal purchases and     
has established two "active" legs.                                              

For management purposes such as product purchasing, sales estimating, 
forecasting, and incentive planning, we use a second distributor definition     
known as "currently active distributors" which includes those distributors      
who, by their recent level of activity, are most likely to purchase products    
and sell our products in the near future.  We use the last six months as the    
critical time frame within which we classify any distributor who has purchased  
any products from us as "currently active".  Approximately 8,403 of our         
distributors fall in this category.   Nineteen (19) distributorships have       
achieved Team Captain and All-Star (10) executive distributor levels, which     
are our two                                                                     
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highest executive distributor levels.  These distributorships have extensive    
downline networks and account for the majority of our revenue.                  

Sponsoring.  Sponsoring activities are encouraged but not required of 
distributors.  While we provide product samples, brochures, magazines,          
audiotapes, videotapes, and other sales materials, distributors are primarily   
responsible for educating new distributors with respect to our products, the    
Unigen Plan and how to build a successful distributorship.  The sponsoring of   
new distributors creates multiple levels in the network marketing structure.    
Persons whom a distributor sponsors are referred to as "active legs,"           
"downline" or "sponsored" distributors.  If downline distributors also sponsor  
new distributors, they create additional levels in the structure, but their     
downline distributors remain in the same downline network as their original     
sponsoring distributor.                                                         

We promote sponsoring by using a "three-thirty-three" program which   
encourages distributors to sponsor at least three new distributors within       
thirty days and continue that approach for three months.   We believe that      
most of our distributors attempt, with varying degrees of effort and success,   
to sponsor additional distributors because of the financial incentives          
provided to those who succeed in building a distributor network that consumes   
and resells products.  Generally, distributors invite friends, family members,  
and acquaintances to sales meetings, which we call Garden Parties.  Our         
products are represented and the Unigen Plan is explained at the Garden         
Parties.  People are often attracted to become distributors after using our     
products and becoming regular retail consumers.  Once a person becomes a        
distributor, he or she is able to purchase products directly from us at         
wholesale prices for resale to consumers or for personal consumption.  The      
distributor is also entitled to sponsor other distributors in order to build a  
network of distributors and product users.                                      

 In November of 1998 Whole Living Utah acquired a distributors list from
Brain Garden LLC which contained 23,800 names.  From December 1998 through      
February of 1999, Whole Living Utah attempted to contact and encourage these    
distributors to participate in their business.  During that period Whole        
Living Utah determined 22,500 of these distributors were inactive.  Inactive    
status was established by the fact that the distributor had not ordered         
products or participated in Brain Garden LLC and Whole Living Utah for a        
period of six months.  Accordingly, by the end of February 1999, Whole Living   
Utah acquired 1,300 active distributors from Brain Garden LLC and during that   
time had signed 1,400 new distributors of its own.  Since March of 1999 we      
have acquired an additional 5,848 new distributors, resulting in 8,548          
currently active distributors as of September 2, 1999.                          

   At the present time, it is not possible to quantify the amount of revenue
provided by each type or classification of distributorship.  We are in the      
process of developing the capability to generate that type of report, but, at   
this time, do not have that ability.  Because our program is based on monthly   
sales volume, the amount of revenue generated by an individual distributor and  
his down line will vary from month to month based on the fluctuating activity   
of the levels below that distributor.                                           

 Examples of revenues generated by four "Captain" level distributors for
the month of August, 1999 are:                                                  

Name                      Sales Volume             Commission   
--------------            --------------           -------------
1.)     Paragon Health            $   945.00               $   80.45            
2.)     Mark Thomas               $ 1,327.00               $  109.45            
3.)     Delores Ludwick           $ 3,448.00               $  293.95            
4.)     Garden Health Ministries  $ 8,863.00               $  850.35            

As is typical in the direct selling industry, there is turnover in    
distributors from year to year, which requires the sponsoring and training of   
new distributors by existing distributors to maintain or increase the overall   
distributor force and motivate new and existing distributors.  We may           
experience seasonal decreases in distributor sponsoring and product sales       
because of holidays and customary vacation periods.  We cannot predict the      
timing or degree of fluctuations because of the number of factors that impact   
the sponsoring of new distributors, and the fact that we have little control    
over the level of sponsorship of new distributors.  We cannot assure that the   
number or                                                                       

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productivity of our distributors will be sustained at current levels or         
increased in the future.                                                        

   Our most successful distributors use current technology to increase their
sponsoring activities.  They use lead generation systems which focus on target  
databases.  They assist their sales organization in processing and closing the  
leads through use of automated voice mail systems, interactive web sites and    
other technological tools.We believe that our distributors will need to adapt   
their business models to integrate the Internet into their operations as more   
and more consumers purchase goods and services over the Internet instead of     
through traditional retail and direct sales channels.                           

Compensation.  Each product carries a specified number of sales volume
points.  Commissions are based on a distributor's personal and group volume.    
A distributor receives commissions based on a percentage of sales volume of     
his or her downline each month.  Sales volume points are essentially based      
upon a percentage of the product's wholesale cost, net of any point-of-sale     
taxes.  As a distributor's retail business expands and as he or she             
successfully sponsors other distributors into the business, which in turn       
expand their own businesses, he or she receives more commissions from downline  
sales.  Generally, a distributor can receive commission bonuses only if, on a   
monthly basis, (i) the distributor achieves at least 50 points (approximately   
$71) in personal sales volume, and (ii) the distributor is not in default of    
any material policies or procedures.                                            

  Rules Affecting Distributors.  A potential distributor must enter into a
standard distributor agreement which obligates the distributor to abide by our  
policies and procedures.  Any person who wants to can join us as a              
distributor, to purchase products for personal use or to build a down line      
sales organization.  There are two different distributor sign-up fee options    
from which a person may choose in order to become a distributor.   The Garden   
Starter Kit sells for $14.95.  With this option, the new distributor receives   
basic literature, training materials, guidelines, order forms, price lists, a   
press kit, home "party" information and handouts, and other helpful             
literature.  The second option is the Garden Basket Kit which sells for         
$49.95.  With this option the new distributor receives all of the materials in  
the Garden Starter Kit plus several packages of the actual food products, a 90  
minute videotape, three audiotapes, two product sample kits and more materials  
for holding a home "party".  The sale of these materials and other business     
tools account for 10% of our revenues.  No distributor is required to purchase  
a large inventory of products when he/she starts.  However, in order to         
receive compensation as a distributor and thereby become "active," personal     
monthly purchases are required.  The minimum level for such purchases varies    
within the five compensation plan levels from 50 PV units for the lowest and    
200 PV units for the highest.  To purchase 50 PV units, an individual would     
have to pay approximately $71.00.                                               

Our standard distributor agreement, policies and procedures, and    
compensation plan contained in every Garden Starter Kit outline the scope of    
permissible distributor marketing activities.  Our distributor rules and        
guidelines are designed to provide distributors with maximum flexibility and    
opportunity within the bounds of governmental regulations regarding network     
marketing and prudent business policies and procedures.  Distributors are       
independent contractors and are thus prohibited from representing themselves    
as our agents or employees.  Distributors are obligated to present our          
products and business opportunity ethically and professionally.  Distributors   
agree to abide by all local, state and federal laws and regulations pertaining  
to the advertising, sale and distribution of our products.  All advertising     
must be factual and not misleading and a distributor will be terminated for     
making false claims about the income potential, the compensation plan, or       
product efficacy.                                                               

   Distributors must represent to potential distributors that the receipt of
commissions is based on retail sales and substantial efforts.  Distributors     
may not use any form of media advertising to promote products without our       
written consent.  Products may be promoted by personal contact or by            
literature produced or approved by us.  Products generally may not be sold,     
and the business opportunity may not be promoted, in traditional retail         
environments.                                                                   

We are not in a position to provide the same level of direction,      
motivation, and oversight to our distributors as we would our own employees     
because the distributors are independent contractors.  We systematically        
review alleged reports of distributor misbehavior, but the large number of      
distributors and their independent status make it                               

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difficult to enforce distributor policies and procedures.  If we determine      
that a distributor has violated any of the distributor policies or procedures,  
we may either terminate the distributor's rights completely or impose           
sanctions such as warnings, probation, withdraws or denial of an award,         
suspension of privileges of a distributorship, withholding commissions until    
specified conditions are satisfied, or other appropriate injunctive relief.     
To date, no distributors have been terminated for violation of distributor      
policies or procedures.  A distributor may voluntarily terminate his or her     
distributorship at any time.                                                    

 Payment.  Distributors pay for products prior to shipment, therefore we
carry minimal accounts receivable.  Distributors place orders by phone using    
an automated system or by placing the order with our order takers.  They        
usually pay for the products with a credit card.  Less than 2% of our sales     
are paid for with cash.                                                         

Product Guarantees.  We provide a 100% satisfaction guarantee.  For 30
days from the date of purchase, our product return policy allows a retail       
purchaser to return any product to the distributor through whom the product     
was purchased for a full refund.  After 30 days from the date of purchase, the  
return privilege is in the discretion of the distributor. If, for any reason,   
the customer of a distributor does not want to keep a product purchased by the  
customer from the distributor, we encourage the distributor to take back the    
product and either replace it with another product or return the customer's     
money, whichever the customer prefers.                                          

   If, for any reason, and within thirty days, the distributor does not want
to keep a product purchased by said distributor, in accordance with our         
thirty-day return policy, we will replace the product or take back the product  
and reimburse the distributor for the product, whichever the distributor        
prefers.  We warrant any item that is not date stamped for a period of one      
year.  Our product return policy is a material aspect of the success of the     
distributors in developing a retail consumer base.  Our experience with actual  
product returns has averaged approximately 1% of sales during the first half    
of 1999.                                                                        

   Product Liability.  We maintain an insurance policy for product liability
claims with a $1,000,000 per claim and $2,000,000 annual aggregate limit.       

Product Development.                                                            

We are committed to expanding our Whole Foods - Whole Learning - Whole
Living product lines with products that are easy to use, easy to sell and       
which are effective.  We anticipate that we will expend approximately $48,000   
each year for the next two years for research and development of our product    
lines.  During fiscal year 1999 we expended $17,520 for research and            
development of new product lines.                                               

Competition                                                                     

Product Lines.  The market for products designed to enhance mental and
physical performance is large and intensely competitive.  Our primary           
competition includes other network marketing companies that manufacture and     
market herbal remedies, personal care and nutritional products and educational  
products.  We also compete with major retail businesses that provide the same   
types of products that we offer.  We compete with these other companies by      
emphasizing our uniqueness, the effectiveness and quality of our products and   
the convenience of our distribution system.  We emphasize products that         
improve health through a diet of real food rather than pills and supplements.   
All of our products are and will be 100% natural and to the extent possible,    
organic.  Also, our educational products are significantly different than most  
offered by our competitors because they emphasize imagination rather than rote  
learning.                                                                       

   Our Whole Foods snack products compete with "health bars" and nutritional
supplements offered by companies such as Amway, Nuskin, Nature's Sunshine       
Products and Shaklee.  Big Planet and Amway offer educational products which    
compete with our Whole Learning product line.  Nuskin, Amway and Young Living   
Essential Oils dominate the essential oils and personal care product market     
for our Whole Living products.                                                  

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  Many of our competitors have much greater name recognition and financial
resources.  In addition, herbal remedies, personal care and nutritional         
products can be purchased in a wide variety of channels of distribution.        
While we believe that consumers appreciate the convenience of ordering          
products from home through a sales person or through a catalog, the buying      
habits of many consumers accustomed to purchasing products through traditional  
retail channels are difficult to change.  Our product offerings in each         
product category are also relatively small compared to the wide variety of      
products offered by our competitors.                                            

   Network Marketing Companies.  We also compete for distributors with other
direct selling organizations, many of which have a longer operating history     
and higher visibility, name recognition, and financial resources.  The          
dominant network marketing companies in our existing markets are Amway          
Corporation and NuSkin Enterprises, Inc.  We also compete with many smaller     
network marketing companies who offer personal care products.  We compete for   
new distributors on the strength of our product line, compensation plan and     
management strength.  Management envisions the entry of many more direct        
selling organizations into the marketplace as this channel of distribution      
expands over the next several years.                                            

Raw Materials and Suppliers                                                     

A majority of our products are currently produced by manufacturers    
unaffiliated with us, however, the products are produced according to           
specifications provided by us or developed by the manufacturers for us.  Our    
profit margins, and our ability to deliver our existing products on a timely    
basis, are dependent upon the ability of these outside manufacturers to         
continue to supply products in a timely and cost-efficient manner.  Also, the   
development of additional new products in the future will depend in part on     
the services of suitable outside manufacturers.                                 

We use approximately twelve major suppliers and vendors for food      
ingredients, packaging, and printing. Future 500 Corporation, (the "Future      
500") a food processing and packaging company, currently supplies us with       
approximately 75% of our products.  On September 14, 1999 we renegotiated our   
contract with Future 500 which will require Future 500 to provide us with       
fresh food products manufactured to our specifications.  Our business would be  
materially adversely affected if we lost Future 500 as a supplier.              

MCB Printing, Inc. supplies the majority of our printing services and 
Nature's Best supplies the majority of our food ingredients.  We may purchase   
our raw materials from several different sources and most of the raw materials  
we use are readily available in the market place.  We maintain our product      
inventory using a system in which we keep a 4-8 week inventory based on the     
product's anticipated movement.  Typically, we experience back orders with      
less than 1% of our orders.                                                     

Trademarks, Patents and Intellectual Property                                   

 We are in the process of securing trademarks for our Brain Garden logo,
Brain GardenTM, PulseTM, Earthborn CreationsTM and several other trademarks.    
We consider our trademark protection to be very important to brand name         
recognition and distributor and consumer loyalty to our business.  We intend    
to register our important trademarks in the United States.  In addition, a      
number of our products utilize proprietary formulations, but we do not own any  
patents for these products.                                                     

Government Regulations                                                          

Direct Selling Activities.  Direct selling activities are regulated by
various federal, state and local governmental agencies in the United States     
and foreign countries.  We believe that our method of distribution is in        
compliance in all material respects with the laws and regulations relating to   
direct selling activities in the United States.  These laws and regulations     
are generally intended to prevent fraudulent or deceptive schemes, often        
referred to as "pyramid," "money games," "business opportunity" or "chain       
sales" schemes, that promise quick rewards for little or no effort, require     
high entry costs, use high pressure recruiting methods, and/or do not involve   
legitimate                                                                      

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products.  The laws and regulations in our current markets often (i) impose     
certain cancellation/product return, inventory buy-backs and "cooling-off"      
rights for consumers and distributors, (ii) require us or our distributors to   
register with the governmental agency, (iii) impose certain requirements on     
us, and/or (iv) impose various requirements, such as requiring distributors to  
have certain levels of retail sales to qualify to receive commissions.  The     
purpose of these laws and regulations is to ensure that distributors are being  
compensated for sales of products and not for recruitment of new distributors.  
The extent and provisions of these laws vary from state to state and            
internationally.  International laws may impose significant restrictions and    
limitations on our business operations.  For example, in Canada the government  
does not allow distributors to purchase product for resale in Canada.  All      
products purchased by Canadian consumers must be purchased for personal use     
only.                                                                           

Any assertion or determination that we are not in compliance with     
existing laws or regulations, could potentially have a material adverse effect  
on our business and results of operations.  We cannot assure that regulatory    
authorities in our existing markets will not impose new legislation or change   
existing legislation that might adversely affect our business in those          
markets.  Also, we cannot assure that new judicial interpretations of existing  
law will not be issued that adversely affects our business.  Regulatory         
action, whether or not it results in a final determination adverse to us, has   
the potential to create negative publicity, with detrimental effects on the     
motivation and recruitment of distributors and, consequently, on our revenue    
and net income.                                                                 

  Regulation of Personal Care and Nutritional Food Products.  Our products
and related marketing and advertising are subject to some governmental          
regulation by various domestic agencies and authorities, including the Food     
and Drug Administration (the "FDA"), the Federal Trade Commission (the "FTC")   
and Consumer Product Safety Commission, and the United States Department of     
Agriculture.  To date, we have not experienced any complications regarding      
health and safety and food and drug regulations for our products.               

   Our markets have regulations concerning product formulation, labeling and
packaging.  These laws and regulations often require us to, among other         
things, conform product labeling to the regulations, and register or qualify    
products with the applicable government authority or obtain necessary           
approvals or file necessary notifications for the marketing of such products.   
Many of our existing markets also regulate product claims and advertising.      
These laws regulate the types of claims and representations that can be made    
regarding the capabilities of products.  For example, in the United States we   
are unable to make any claim that our whole foods will diagnose, cure,          
mitigate, treat, or prevent disease.                                            

Employees                                                                       

We have twenty-one (21) full time employees and one (1) part-time     
employee.  Five of these employees directly support the distributor network.    
We do not anticipate increasing the number of employees at this time.           
However, if we experience significant growth, we may be required to hire new    
employees as necessary.  Our employees are not presently covered by any         
collective bargaining agreement.  We believe our relationships with our         
employees are good and we have not experienced any work stoppages.              

Reports to Security Holders                                                     

We have voluntarily filed this registration statement.  Following the 
effective date of this registration statement, we are required to comply with   
the reporting requirements of the Securities and Exchange Act of 1934.  We      
file annual, quarterly and other reports with the SEC.  We are also subject to  
the proxy solicitation requirements of the Exchange Act and, accordingly, will  
furnish an annual report with audited financial statements to our               
stockholders.  Interested persons may also visit our web site at                
www.thebraingarden.com.                                                         

Available Information                                                           

 Copies of this registration statement may be inspected, without charge,
at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington D.C.    
20549.  The public may obtain information on the operation of the Public        

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Reference Room by calling the SEC at 1-800-SEC-0300.  Copies of this material   
also should be available through the Internet by using the SEC's EDGAR          
Archive, the address of which is http://www.sec.gov.                            

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS              

The following Management's Discussion and Analysis contains           
forward-looking statements that involve risks and uncertainties.  Our actual    
results could differ materially from those anticipated in these                 
forward-looking statements as a result of a number of factors discussed below.  

 Whole Living is a network marketing company involved in the development
and marketing of all-natural chemical-free products designed to promote         
optimal health, weight management and peak mental performance. Our revenue is   
primarily dependent upon the efforts of a network of independent distributors   
who purchase products and sales materials from us for personal use or for       
resale to customers or sponsored distributors.  We recognize revenue upon the   
receipt of the sales order, which is simultaneous with the payment and          
delivery of such goods.  Revenue is net of returns, which have historically     
been less than 2% of gross sales.  Distributor commissions are paid to several  
levels of distributors on each product sale.  The amount and recipient of the   
commission varies depending on the purchaser's position within the Unigen       
Plan.  (See "Business - Distribution Network," above.)  These incentives are    
classified as operating expenses.                                               

Cost of sales primarily consist of the cost of the raw materials and  
finished products purchased from third-party vendors and internal production    
costs.  Selling expenses include distributor commissions, the cost of           
computing and paying commissions as well as the cost of various incentive       
programs for distributors which may include the cost of trips to our            
conventions and other incentives paid to distributors for achieving certain     
sales goals.  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 has been               
approximately 41% of product sales.                                             

Reverse Merger Treatment                                                        

In May of 1999 Whole Living merged with Whole Living, Inc., a Utah    
corporation, doing business as Brain GardenTM ("Whole Living Utah").  Whole     
Living, the Nevada corporation, was the surviving entity following the          
statutory merger.  Prior to the date of the merger, Whole Living Utah had       
obtained the principal assets, products and trademarks of Brain Garden LLC, a   
Utah limited liability company, owned by Don Tolman.   As a result of the       
merger Whole Living acquired the business operations, products and assets of    
Whole Living Utah which are a significant part of our ongoing business and the  
products that we sell.  In conformance with generally accepted accounting       
principles, the merger has been accounted for as a "reverse merger" and the     
accounting survivor is Whole Living Utah.                                       

   The reverse merger was completed pursuant to the statutory requirements
of Utah and Nevada through the exchange of 6,000,000 shares of the Whole        
Living's common stock for all the outstanding stock of Whole Living Utah.  For  
tax purposes, the merger was a tax free exchange pursuant to Section 368        
(a)(1) (A) of the Internal Revenue Code.  For accounting purposes, Whole        
Living was acquired for approximately 4.3 million shares in exchange for        
$800,000 of its net monetary assets, $650,000 of which were advances due from   
Whole Living Utah.  The merger provided cash necessary to support the           
operations of Whole Living Utah prior to the merger and the operations of       
Whole Living after the merger.                                                  

In summary, Whole Living had no commercial operations until it merged 
with Whole Living Utah in May of 1999.  Whole Living Utah had been in business  
only since late November of 1998 and it had acquired most of its product and    
services from Brain Garden LLC in November of 1998.                             

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Liquidity and Capital Resources                                                 

   We have funded our cash requirements primarily through revenues, loans,
and private placements of equity securities.  Management believes that these    
sources of funding will continue to provide working capital for our operations  
for at least the next twelve months.  For the year ended December 31, 1999 we   
recorded $183,069 cash on hand with total current assets of $587,428.  60.4%    
of the total current assets were represented by our inventory of food products  
and ingredients.  Our total current liabilities were $1,454,755, with 60.8% of  
those current liabilities allocated to the current portion of our long-term     
liabilities, mostly notes to related parties.  For the 1999 fiscal year we      
recorded $1,435,300 net cash used by our operating activities and posted a      
$0.193 net loss per share.                                                      

During fiscal year 1999 net cash provided by financing activities was 
$1,738,045.  In May of 1999 the merger of Whole Living Utah with Whole Living   
provided an infusion of cash.  Whole Living sold 300,000 common shares for      
$800,000 cash and advanced $650,000 of those funds to Whole Living Utah to      
fund its operations until the merger was effected.  Shortly after the merger,   
Whole Living obtained a loan for $340,000.  In July we raised $500,000 through  
the sale of our common stock and then we acquired another loan for $150,000 in  
September of 1999.  The funds from these financing activities were used to      
fund our operations.  In December of 1999 we satisfied certain promissory       
notes in the amount of $207,958 by issuing 400,000 common shares.               

As of December 31, 1999 our principal commitments consisted of notes  
payable and office and equipment leases.  Future minimum capital lease          
payments totaled $7,905 through the year 2002.  Future minimum principal        
payments on notes payable totaled $884,721 through 2000.  Future minimum        
payments on operating leases totaled $438,702 through 2002.  Other commitments  
include a $5,000 bonus which we are obligated to pay each month to one          
distributor.                                                                    

During fiscal year 1998 Whole Living Utah initially entered into a    
purchase agreement in November of 1998 in which it agreed to acquire many of    
the assets of Brain Garden LLC in exchange for paying off then-current          
payables in the amount of just over $260,000.  Funds for the purchase came      
primarily from the sales of a key distributorship for $50,000, a $150,000       
investment by Mark Comer, and a $50,000 loan to Whole Living Utah from Mark     
Comer.                                                                          

    Management believes that our cash needs for at least the next six months
can be met by loans from our directors, officers and shareholders.  We have an  
understanding with such individuals that such loans will be repaid once we      
have sufficient internal cash flows and/or are able to obtain additional        
funding through private placements of our stock.                                

   Since our inception, internal cash flows, alone, have not been sufficient
to maintain our operations.  Our future internal cash flows will be dependent   
on a number of factors: 1) our ability to encourage our distributors to         
sponsor new distributors and increase their own personal sales;  2) our         
ability to promote our product lines with our distributors; 3) our ability to   
develop successful new product lines; 3) effects of regulatory changes, if      
any; and 4) our ability to remain competitive in our markets.  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.                                      

Management anticipates that additional capital will be provided by    
private placements of our common stock once we are able to return the listing   
of our stock to the OTC Bulletin Board.  The removal of our common stock        
listing from the OTC Bulletin Board and the subsequent listing on the National  
Quotation Bureau Pink Sheets has adversely affected our trading market and our  
ability to raise capital through equity.  We intend to issue such 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 do not currently intend to    
make a public offering of our stock.  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.                                          

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If we fail to raise the necessary funds through private placements, we
anticipate we will require debt financing.  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.                          

Results of Operations                                                           

The following table summarizes our operations for 1999, 1998 and 1997.
The 1998 fiscal year is divided into two columns.  The "Predecessor" column     
shows the operations of Brain Garden LLC for approximately eleven months and    
the "From Inception" column shows Whole Living Utah's operations from its       
inception in November to December 31, 1998.  The fiscal year ended December     
31, 1999 consolidates five months of operations of Whole Living Utah and seven  
months of the combined entities as Whole Living Nevada.                         

                                                        [Enlarge/Download Table]

                                           January 1       From inception         Year ended   
                                            through           through            December 31   
                             1997        November 25,1998  December 31, 1998         1999      
                      ------------------ ----------------  -----------------  -----------------
                      (Brain Garden LLC)  (Predecessor)                                        
                                                                                               
Revenues              $         69,514   $     1,808,765   $      163,074      $     3,625,935 
Cost of Sales                   47,647           359,914           65,407            1,452,242 

Gross Profit                    21,876         1,448,851           97,667            2,473,693 

Selling Expenses                11,554           540,080           54,755            1,862,555 
Research & Development               -               330           10,040               17,520 
General & Administrative        69,774           740,137           87,902            2,240,313 

Total Operating Expense         81,328         1,280,547          152,697            4,120,388 

Operating Income (Loss)        (59,461)          168,304          (55,030)          (1,646,695)

Net Profit (Loss)              (59,461)          168,304          (55,257)          (1,698,833)


YEARS ENDED DECEMBER 31, 1999 AND 1998                                          

Management's focus during 1999 was to:                                
* develop a core leadership base of experienced direct sales          
professionals                                                                   
* expand our product lines                                            
* improve our sales tools                                             
   * create an infrastructure and business system to support our anticipated
growth                                                            

Revenues increased $1,654,096 for the 1999 year from the 1998 year    
aggregate revenues of $1,971,839 for  Brain Garden and Whole Living Utah.       
During 1999 we experienced increases each month in net monthly sales, starting  
with $112,320 for January and growing to $626,712 for December.  The increased  
revenues were a result of the development of our distributor network.  Cost of  
sales were 31.7% of revenues for 1999 compared to 19.9% of revenues for Brain   
Garden's operations and 40.1% of revenues for Whole Living Utah's operations.   
The 1999 cost of sales reflects discounts we applied to certain products in     
order to attract new distributors. The higher cost of sales for Whole Living    
Utah in 1998 were primarily a result of that company establishing a product     
line and inventory.  In addition, our cost of sales is affected by our          
inability as a small company to purchase product at more advantageous prices,   
i.e., discounts for larger quantities.                                          

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  Selling expenses increased $1,267,720 in 1999 from the 1998 aggregate of
$594,835 for Brain Garden and Whole Living, Utah.  Selling expenses were 51.3%  
of revenues in 1999 compared to 29.8% of revenues for Brain Garden's            
operations and 33.6% of revenues for Whole Living Utah's operations in 1998.    
The 1999 increase was primarily due to management's decision to make            
concessions in pricing and sales commissions which were designed to attract     
new distributors.  Management does not deem it necessary to continue these      
incentives into the next quarter.                                               

 We spent $17,520 during 1999 on research and development of our product
lines, compared to $10,340 spent by Whole Living Utah and $330 by Brain Garden  
in 1998.                                                                        

   General and administrative expenses which include general office expense,
management and employees' salaries, and the support systems for the             
distributor network, increased $1,412,274 in 1999 from the 1998 aggregate of    
$828,039.  The 1999 increase was due to hiring two additional full time         
employees and one part-time employee, improvements to our support business      
systems, and development of our sales and marketing tools.                      

Management anticipates our operating losses to continue in the short  
term.  We expect to realize expenses not related to ordinary operations when    
we relocate our main offices to a new facility.  However, management intends    
to implement reductions in salaries and consulting fees to reduce operating     
expenses.                                                                       

YEARS ENDED DECEMBER 31, 1998 AND 1997                                          

   Brain Garden LLC was formed in July of 1997.  The year ended December 31,
1997 unaudited financials reflect two months of operations of that company and  
the year ended December 31, 1998 reflects eleven months of that company's       
operations.  Brain Garden's revenues increased $1,739,251 for the 1998 eleven   
month period from the 1997 year.  The increase in revenues was a result of the  
development of a distributor network and product lines.  As a result of the     
increase in revenues, cost of sales were 19.9% of Brain Garden's revenues for   
the 1998 eleven month period compared to 68.5% of revenues for the 1997 year.   
Gross profit increased $1,426,975 for the 1998 eleven month period from the     
1997 year.                                                                      

Brain Garden's selling expenses increased $528,526 in the 1998 eleven 
month period from the 1997 year primarily as a result of sales commissions      
paid to more distributors.  Research and development costs for Brain Garden     
were $330 for the 1998 eleven month period where Whole Living Utah spent        
$10,040 for development of personal care and other products in the first month  
of its operations.                                                              

  Brain Garden's general and administrative expenses increased $670,363 in
the 1998 eleven month period from the 1997 year due to increased sales volume   
and the costs of facilities and staffing necessary to accommodate that growth.  
However, Brain Garden's total operating expenses decreased to 70.8% of          
revenues for the 1998 eleven month period compared to 116.9% of revenues for    
the 1997 year.  Whole Living Utah's total operating expenses were 93.6% of its  
total revenues for its first month due to establishment of its operations.      

  Brain Garden recorded a net profit of $168,304 for the 1998 eleven month
period compared to a net loss of $59,461 for the 1997 year as a result of       
increased revenues.  Whole Living Utah recorded a net loss of $55,257 during    
one month of operation which reflects the costs and expenses associated with    
the purchase of Brain Garden and establishment of its operations.               

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 not experienced a decrease in   
sales during these time periods and are unsure how the industry-wide            
fluctuations will affect our business in the future.                            

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Year 2000 Compliance                                                            

We, and to the best of our knowledge, our third party vendors, utility
providers and our distributors did not experience any interruption of           
operations as a result of the Year 2000.                                        

  In early 1999, we created a Year 2000 committee and asked it to evaluate
the Year 2000 problems that we might encounter and take appropriate action to   
address the possible material implications of those problems.  This Year 2000   
committee developed and implemented a plan to respond to the perceived          
potential problems and attempt to render us Year 2000 ready.                    

  The committee identified three potential problem areas that could have a
material adverse impact on or financial condition, liquidity and results of     
operations.  These areas were: (1) our in-house informational technologies      
which include our main computer system and partial information collection and   
retrieval devices; (2) our contract suppliers who provided the raw materials    
and services necessary to produce and distribute our products; and (3) our      
distributors and customers who represented the ultimate sellers and purchasers  
of our products.                                                                

  As part of the Year 2000 initiative, we established a testing program to
determine whether our assets were Year 2000 ready.  Our testing program was     
conducted in stages:                                                            

  The initial stage consisted of testing our in-house main computer server
and personal computers that were networked to the main server.  For   
example, testing a particular application to ensure that it correctly 
 manipulated dates and date-related data and properly operated in a Year
2000 ready environment.                                               

 The second stage included testing interfaces between software providers
  and our interactive touch-tone ordering system, called Interactive Voice
Response (IVR), to ensure that these interfaces correctly sent and    
received date-related data.                                           

The final stage involved beginning-to-end validating of the           
 ordering/shipping process to ensure the total system had the capability
to send and receive date-related data.                                

  We did not defer any major information technology project as a result of
the implementation of the Year 2000 initiative.                                 

As of June 30, 1999, we completed a review of our internal computer   
systems and associated devices and had concluded, based on this review of our   
operations and computer systems, that our significant information technology    
("IT") systems would not be affected by Year 2000 problems.  Internally, the    
only critical Y2K questions related to our IT systems.  We determined that our  
enterprise level database program, which hosts all order entry, inventory,      
shipping and commissions functions was Year 2000 compliant.  Also, our          
database server and other computers were checked and deemed Year 2000           
compliant by a third party computer systems consultant.  All of our network     
stations were very late model personal computers running on the latest version  
of Windows NT.  If affected at all, our internal IT systems would not be        
materially affected and the minor problems would be solved by replacing or      
modifying the programs at a cost that would not be significant.                 

The second potential problem area was represented by non-information  
technology ('non-IT") assets.  This encompassed (i) the third party vendors     
who supply the raw materials needed to produce our various products; (ii) the   
third party purveyors who provide marketing materials for our distributors and  
customers; and (iii) other third parties that provide goods and services to     
our operation.  Examples of this last category included the local and national  
telephone companies, the ground-based delivery companies including Federal      
Express and UPS, and the local utility companies.                               

Over seventy percent of the raw materials that we used in blending our
products were supplied to us by a simple supplier.  We had various discussions  
with that supplier, Future 500, concerning its Year 2000 compliance             

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and had received initial written confirmation of that compliance.  We           
contacted other suppliers in an effort to ascertain their Year 2000 compliance  
and their state of readiness.  We had received assurances from a majority of    
these suppliers that their IT and non-IT assets were compliant or would be      
Year 2000 compliant by the end of the fourth quarter of 1999.  We reviewed the  
responses received from these vendors to evaluate the accuracy and adequacy of  
the disclosures made by the vendors as to their Year 2000 compliance status.    
This review process was completed by the end of November 1999.                  

   As an additional safeguard to interruption in the supply of raw materials
for the formulation of our products, we initiated an inventory reserve program  
under which we produced and inventoried ten weeks worth of completed product    
and maintained that level of inventory through the end of February 2000.  We    
believed that this expansion of our inventory reserve coupled with the fact     
that 75% of our raw materials were supplied by Future 500 would provide a       
safeguard against any delay in our receipt of needed raw materials due to       
third party supplier failure to become Year 2000 compliant.                     

 In addition, all of our promotional materials were produced for us by a
related third party company, MCB Printing, Inc.  We concluded that our supply   
of promotional materials would not be materially affected.                      

  Our local utility company (Utah Power), our local phone service provider
(US West) and our bank (Zion's Bank) had made public statements of their        
preparedness for the Year 2000.  We did not undertake any independent           
confirmation of those statements, but relied upon them.  Similarly, we relied   
upon but made no independent verification of statements made by Federal         
Express and other ground-based carriers that they would not be materially       
affected by Year 2000 problems.                                                 

The last category was composed of our distributors and their customers
which collectively made up our customer base.  Interruption in the              
distributor's ability to access their down lines could have a material adverse  
impact on our financial condition, liquidity and results of operations.  We     
engaged in discussions with our Team Captain, Captain and All Star              
distributors regarding potential Year 2000 problems and the necessity of a      
contingency plan to prevent significant interruption of our businesses.  Due    
to the size of our company and the nature of our distribution system, we        
concluded from these discussions that any eventual impact would not be          
material.  The majority of our distributors placed orders telephonically        
through our interactive voice response (IVR) system and our tests of the        
interface between our software providers and this system were Year 2000         
compliant.                                                                      

  We estimate that we spent approximately $4,500 through December 31, 1999
on implementation of the Year 2000 initiative and developing our Year 2000      
contingency plans.  The majority of the initiative phase work was performed by  
outside consultants.  The implementation costs were minimal since most of our   
IT and non-IT assets have been purchased already Year 2000 compatible.          

We did not identify any material IT or non-IT assets critical to our  
operations that presented a material risk of not being Year 2000 ready, that    
couldn't be replaced with a suitable alternative, or for which we did not have  
an acceptable contingency plan.  We believed that our most reasonably likely    
worse case scenario would result from challenges presented by Year 2000         
disruptions experienced by our utility providers.  A significant disruption in  
services provided by such a party could have a material adverse impact on our   
financial condition, liquidity or results of operations.                        

ITEM 3.  DESCRIPTION OF PROPERTY                                                

   We lease 8,122 square feet of office space from KL Partners American Fork
II LLC.  The office space is located on the top floor of a new two-story        
building constructed of contemporary stucco and glass and is located in an      
office park in American Fork, Utah.  The term of the lease is for 30 months     
and expires on July 31, 2002.  We pay a minimum monthly fee of $12,317 for      
such lease.                                                                     

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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT          

The following table sets forth the beneficial ownership of our        
outstanding common stock of; (i) each person or group known by us to own        
beneficially more than 5% of our outstanding common stock, (ii) each of our     
executive officers, (iii) each of our director's and (iv) all executive         
officers and directors as a group.  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 on 11,109,000 shares  
of common stock outstanding as of February 28, 2000.                            

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CERTAIN BENEFICIAL OWNERS   

                           Common Stock Beneficially Owned
                           -------------------------------
Name and Address of                   Number of Shares of                       
Beneficial Owners                     Common Stock         Percentage of Class  
----------------------------          -------------------  ------------------   
Mark Comer                                  918,920                8.2%         
629 East 730 South, Suite 201                                                   
American Fork, Utah 84003                                                       

PHI Mutual Ventures, LLC                  4,702,701*              42.3%         
525 South 300 East                                                              
Salt Lake City, Utah 84111                                                      

RBC Dominion Securities, Inc.               745,000                6.7%         
A/C 250 00471-2                                                                 
Royal Bank Plaza                                                                
Toronto, Ontario, Canada                                                        

SGS Holdings LLC                            600,000                5.4%         
P.O. Box 6201                                                                   
Rock Springs, Wyoming 82901                                                     

MANAGEMENT  

                     Common Stock Beneficially Owned
                             ---------------------------------------
Name and Address of                Number of Shares of                          
Beneficial Owners                  Common Stock         Percentage of Class     
-------------------------------    -------------------  -------------------     
Ron Williams                             1,567,567*               14.1%         
629 East 730 South, Suite 201                                                   
American Fork, Utah 84003                                                       

Bruno Vassel III                         1,567,567*               14.1%         
629 East 730 South, Suite 201                                                   
American Fork, Utah 84003                                                       

Bill Turnbull                            1,567,567*               14.1%         
629 East 730 South, Suite 201                                                   
American Fork, Utah 84003                                                       

Mark Burdge                                373,379                 3.4%         
629 East 730 South, Suite 201                                                   
American Fork, Utah 84003                                                       

All executive officers and                                                      
directors as a group                    5,076,080                45.7%        

*See, "Changes in Control," below.                                              

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Changes in Control.                                                             

  On May 17, 1999 Whole Living borrowed $340,000 from PHI Mutual Ventures,
LLC.   The promissory note for the loan is secured by our common stock held in  
the name of Messrs. Williams, Turnbull and Vassel.  If the loan is not repaid   
with interest by Whole Living by May 1, 2000, PHI Mutual Ventures, LLC, or the  
holder of the note, will acquire 4,702,701 shares, which currently represents   
42.3% of our outstanding shares.  (See, "Certain Relationships and Related      
Transactions," below.)                                                          

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS           

Our executive officers and directors and their respective ages and    
positions with us are set forth below.  Biographical information for each of    
those persons is also presented below.  Our executive officers are chosen by    
our Board of Directors and serve at its discretion.  There are no existing      
family relationships between or among any of our executive officers or          
directors.                                                                      

Directors and Officers                                                          

Name                    Age          Position Held                              
-----------------      ------        ---------------                            
Ron Williams             38          President, C.E.O. and Director             
Bruno Vassel III         56          Vice President, Treasurer and Director     
Bill Turnbull            43          Secretary and Director                     
Mark Burdge              43          Chief Financial Officer and Director       

  Ron Williams.  President, C.E.O. and Director of Whole Living Utah since
November of 1998.  Mr. Williams is a network marketing industry veteran,        
having served from April 20, 1992 to September 20, 1997 as Vice President of    
Marketing for Neways International, of Salem, Utah.  Neways International is a  
privately held network marketing company that sells personal care and           
nutritional supplements.  In September 1997, Mr. Williams left Neways to        
accept the General Manager and Vice President of Marketing position at Young    
Living Essential Oils, a company headquartered in Payson, Utah.  From           
September 1997 through November 1998, Mr. Williams served as General Manager    
and eventually Vice President of Marketing for Young Living Essentials,         
Payson, Utah.  Young Living Essentials is a privately held network marketing    
company which sells aroma therapy oils and personal care products.              

Bruno Vassel III.  Vice President and Treasurer of Whole Living Utah  
since November 1998.  From March 1, 1973 to July 4, 1986 Mr. Vassel was         
employed by Avon Products, Inc. in New York City.  From July 5, 1993 to May 1,  
1996 Mr. Vassel served as Vice President of Human Resources and as a member of  
the Executive Committee of Nature's Sunshine Products, Provo, Utah.  Natures    
Sunshine Products is a publicly traded network marketing company which sells    
herbal nutritional products.  Prior to joining Nature's Sunshine Products,      
from March 1, 1987 to July 5, 1993, Mr. Vassel managed his own international    
consulting company known as Human Resources Services, Inc.  Human Resources     
Services, Inc. provided consulting services to more than fifty clients,         
including several Fortune 500 companies.  Following his employment with         
Nature's Sunshine Products, Inc. from May 6, 1996 through November 30, 1998     
Mr. Vassel concentrated his efforts on his consulting business.  Mr. Vassel     
received a Bachelor of Arts degree in 1969 from Brigham Young University,       
Provo, Utah.  He is the author of the book Lengthen Your Leadership Stride.     

Bill Turnbull. Secretary/Treasurer and Director of Whole Living Utah  
since November of 1998.  Mr. Turnbull served as President and Chief Executive   
Officer of Bonneville Foods, Inc. from December 10, 1989 through January 10,    
1998.  Bonneville Foods, Inc. is a privately held company that develops and     
operates franchised restaurants.  On January 12, 1998, Mr. Turnbull resigned    
from Bonneville Foods, Inc. to found Insight, USA which is a direct sales       
company which specializes in educational software and internet-based            
educational programs.  Mr. Turnbull worked for Insight, USA until it was        
acquired by Whole Living Utah on November 30, 1998.  From 1996                  

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through the present, Mr. Turnbull has served as President for TJ Development,   
a commercial real estate investment company which he founded in early 1996.     
He received a Bachelor of Science degree from Brigham Young University, Provo,  
Utah in 1982.                                                                   

Mark Burdge. Director since March 15, 1999.  Mr. Burdge is the primary
owner of MCB Printing, Inc., a printing business located in Provo, Utah which   
specializes in the printing of product marketing materials for network          
marketing companies.  From January 13, 1994 through the present, Mr. Burdge     
has served as the President and Chief Executive Officer of MCB Printing, Inc.   
Mr. Burdge received a Bachelor of Science degree from Brigham Young University  
in 1983.  From September, 1984 through January, 1986, Mr. Burdge served as a    
Regional marketing Director for Nuskin International, a private company         
located in Provo, Utah.                                                         

ITEM 6. EXECUTIVE COMPENSATION                                                  

During the fiscal year ended December 31, 1998 none of our officers   
received any cash compensation, bonuses, stock appreciation rights, long term   
compensation, stock awards or long-term incentive rights.  The following table  
shows the compensation of our executive officers for the fiscal year ended      
December 31, 1999.  We do not have any standard arrangement for compensation    
of our directors for any services provided as director, including services for  
committee participation or for special assignments.                             

COMPENSATION TABLE
  --------------------------------------
 Annual Compensation
-------------------------------------------------------------------------       
Name and Principal Position   Fiscal    Salary      Bonus     Other Annual      
                        Year                            Compensation
---------------------------   --------- ---------   --------  ------------      
Ron Williams,                                                                   
President, CEO                 1999      $ 60,000       0     $ 6,000*          

Bruno Vassel, III,                                                              
Vice President, Treasurer      1999        60,000       0       6,000*          

Bill Turnbull, Sr.,                                                             
Secretary, Director            1999        60,000       0       6,000*          

Mark Burdge,                                                                    
Director, CFO                  1999             0       0           0           

*Personal benefits:  lease payments for automobile                    

Employment Contracts                                                            

  We have adopted a policy of entering into employment agreements with our
senior management, and have entered into such agreements with Messrs.           
Williams, Vassel and Turnbull.  The term of the agreements start on March 15,   
1999 and have initial terms of three years, with automatic renewal for one      
year periods thereafter.  Under the agreements each officer is entitled to      
receive a base salary of $60,000 during the first year of the agreement.  Each  
is entitled to incentive bonuses, vacation time, insurance on an automobile,    
stock options at the Board's discretion and reimbursement for expenses.  We     
may terminate the employment agreements for cause as that term is defined in    
the agreements.  If we terminate the employment at our discretion, each will    
receive compensation due him for a period of twelve months.  Each has promised  
not to compete with Whole Living for a period of one year after termination.    

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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                          

The following information summarizes certain transactions either we   
engaged in during the past two years or we propose to engage in involving our   
executive officers, directors, 5% stockholders or immediate family members of   
such persons.                                                                   

    On or about December 31, 1998, Mark Comer, a shareholder in Whole Living
Utah, advanced $50,000 to that entity.  The advance was made informally         
without the execution of a promissory note or other writing.  Because no due    
date or annual interest rate was stated, the obligation is due upon demand and  
carries interest at the statutory rate of 10% per annum.  On December 10, 1999  
we issued 50,000 common shares to satisfy this promissory note.                 

All of our named executive officers own interests in MRB, LLC which   
prepares sales aids and product kits for us.  MRB's services include the        
design and production of printing and packaging, and the production of video    
and audio tapes.  Mr. Burdge owns a 40% interest in MRB and Messrs. Williams,   
Turnbull and Vassel each own 20%.  MRB provides these products to Whole Living  
on 90 day credit at competitive rates.  Whole Living has paid MRB               
approximately $198,000 from December 1, 1998 through December 31, 1999.  The    
terms of Whole Living's purchase of MRB products and services are no more       
favorable than we could receive from an independent third party.  All services  
and products provided by MRB, LLC are provided to us and other network          
marketing companies on the same terms.  At the present time, services and       
products provided to us by MRB, LLC constitute approximately 90% of that        
company's net revenues.  MRB, LLC's net revenues from all its operations for    
the 1999 fiscal year total less than $10,000.                                   

 Whole Living advanced $650,000 to Whole Living Utah in March of 1999 in
anticipation of the merger.  The advance was interest free.                     

In May of 1999 PHI Mutual Ventures, LLC, our shareholder, loaned Whole
Living $340,000.  The loan is represented by a promissory note which is         
payable, with 9% interest, on May 1, 2000.  The note is secured by 4,702,701    
shares of Whole Living common stock originally issued to three of our           
executive officers, Messrs. Williams, Turnbull and Vassel.  The stock           
certificates representing these shares are currently held in escrow pending     
repayment of the indebtedness.  The terms of that loan are no more favorable    
than we could receive from an independent third party.                          

   In September of 1999, PHI Mutual Ventures LLC, our shareholder, loaned us
$150,000 and assumed a $50,000 note originally made in 1998 by another          
shareholder.  Shortly thereafter, these loans were converted into 400,000       
common shares.                                                                  

On December 1, 1999 we entered into a service agreement with Excel    
Graphics, a Utah corporation, to provide product warehousing and fulfillment.   
Mark Burdge, our shareholder and Director, is the President and major           
shareholder of Excel Graphics.   As of December 31, 1999 we have paid $20,000   
to Excel Graphics for its services.  The terms of the service agreement are no  
more favorable than we could receive from an independent third party.           

   During the fiscal year 1999 Vassel Enterprises, LLC has provided internet
web design and hosting services. Bruno Vassel III, our officer and director,    
is the owner of Vassel Enterprises LLC and we have paid $29,012 for such        
services.                                                                       

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ITEM 8. DESCRIPTION OF SECURITIES                                               

Common Stock                                                                    

 We are authorized to issue 50,000,000 shares of common stock, par value
$.001 per share, of which 11,109,000 shares were issued and outstanding as of   
February 28, 2000.  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.                       

Anti-Takeover Effective Nevada Law In Certain Provisions                        

Nevada law provides that any agreement providing for the merger,      
consolidation or sale of all or substantially all of the assets of a            
corporation be approved by the owners of at least the majority of the           
outstanding shares of that corporation, unless a different vote is provided     
for in the Articles of Incorporation.  Our Articles of Incorporation do not     
provide for a super-majority voting requirement in order to approve any such    
transactions.  Nevada law also gives appraisal rights for certain types of      
mergers, plans of reorganization or exchanges or sales of all or substantially  
all of the assets of a corporation.  Under Nevada law, a stockholder does not   
have the right to dissent with respect to (a) a sale of assets or               
reorganization, (b) any plan of merger or any plan of exchange, if (i) the      
shares held by the stockholder are part of a class of shares which are listed   
on a national securities exchange or the NASDAQ National Market Systems, or     
are held of record by not less than 2,000 shareholders and (ii) the             
stockholder is not required to accept for his shares any consideration other    
than shares of a corporation that, immediately after the effective time of the  
merger or exchange, will be part of a class of shares which are listed on a     
national securities exchange or the NASDAQ National Market System, or are held  
of record by not less than 2,000 holders.                                       

Control Share Acquisition Provision                                             

Under Nevada law, when a person has acquired or offers to acquire a   
controlling interest in a corporation a stockholders meeting must be held so    
that the stockholders of the corporation can vote on whether the shares         
proposed to be acquired (the "control shares") can exercise voting rights.  A   
controlling interest is statutorily defined to mean the ownership of            
sufficient outstanding voting shares of an issuing corporation to enable the    
acquiring person, directly or indirectly, to vote either (i) one-fifth or more  
but less than a third of all voting shares; (ii) one- third or more than but    
less than a majority of all voting shares; or (iii) a majority or more of all   
outstanding voting shares, in the election of any director.  The acquiring      
person must deliver an "offeror's" statement to the stockholders at the         
offeror's expense.  Unless the corporation's Articles of Incorporation provide  
otherwise, a majority of the outstanding stock not held by the offeror must     
approve the voting rights for the stock held by the offeror.  If an offeror     
has a majority or more of all the outstanding voting shares, and such shares    
are accorded full voting rights, a stockholder of record who votes against the  
authorization shall have demand rights.                                         

The control share acquisition provisions are applicable to any      
acquisition of a controlling interest, except acquisition pursuant to the laws  
of descent or distribution, enforcement of a judgment, satisfaction of pledge   
or other security interest, or a merger or reorganization in compliance with    
Nevada law.   A corporation may opt out of the control share acquisition        
provisions if its Articles of Incorporation or by-laws so state and they are    
in effect on the tenth day following the acquisition of a controlling interest  
by an acquiring person.  We have not elected out of the control share           
acquisition provisions of Nevada law.                                           

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PART II   

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON WHOLE LIVING'S COMMON EQUITY AND       
OTHER SHAREHOLDER MATTERS                                                       

Our common stock is traded over-the-counter and quoted on the National
Quotation Bureau's Pink Sheets under the symbol "WLIV."  There was no trading   
activity in our common stock until August 5, 1999.                              
The following table represents the range of the high and low bid prices of our  
stock as reported by the Nasdaq Trading and Market Services for the year ended  
December 31, 1999.  Such quotations represent prices between dealers and may    
not include retail markups, markdowns, or commissions and may not necessarily   
represent actual transactions. We cannot assure that an active public market    
will develop in our common stock or that a shareholder may be able to           
liquidate his investment without considerable delay, if at all.                 

Year          Quarter Ended          High          Low    
----          --------------       --------      -------  
1999          September 30         $ 3.75        $ 0.375  
            December 31           5.00          2.00

 Standard Transfer and Registrar Company of Draper, Utah, currently acts
as transfer agent for our common stock.  As of February 28, 2000 we have        
approximately 81 shareholders of record with 11,109,000 shares outstanding.     
3,998,000 of such shares are freely tradeable (except for such shares as may    
be subsequently acquired by our affiliates).  The remaining 7,111,000 shares    
held by existing shareholders are "restricted securities" as that term is       
defined by Rule 144.                                                            

Dividends                                                                       

  We have not declared dividends on our common stock and do not anticipate
paying dividends on our common stock in the foreseeable future.                 

OTC Bulletin Board Eligibility Rule                                             

In January of 1999, the SEC granted approval of amendments to the NASD
OTC Bulletin Board Eligibility Rule 6530 and 6540.  These amendments now        
require a company listed on the OTC Bulletin Board to be a reporting company    
and current in its reports filed with the SEC.  As a result of this rule        
change we have voluntarily filed this registration statement in order to        
become a fully reporting company and maintain the listing of our common stock   
on the OTC Bulletin Board.  The rule requires that the SEC come to a position   
of no further comment regarding the registration statement before a company is  
considered compliant.  We were not in compliance at our phase-in date  and our  
common stock listing was removed from the OTC Bulletin Board.  We placed our    
listing on the National Quotation Bureau's Pink Sheets.  We intend to apply     
for listing on the OTC Bulletin Board upon completion of the SEC comment        
period.  However, we cannot assure that the NASD will approve our application.  

ITEM 2. LEGAL PROCEEDINGS                                                       

On July 26, 1999, Sharon Baez, an individual, filed a complaint in the
Fourth District Court, Provo Department, State of Utah, naming Don V. Tolman,   
individually and as agent for The Brain Garden, LLC, and Whole Living, Inc.     
dba Brain Garden, a Nevada Corporation, as defendants.  Ms. Baez alleges        
breach of contract and unjust enrichment by the defendants.  The complaint      
claims that Mr. Tolman, as CEO and President of Brain Garden, LLC. entered      
into an agreement with Ms. Baez on September 22, 1998.  Per the agreement, Ms.  
Baez loaned $121,264.34 to Mr. Tolman and he agreed to repay the principal      
amount, with 10% interest, with monthly payments.  Ms. Baez claims Mr. Tolman   
failed to complete the repayment schedule.  In addition, the complaint alleges  
that Whole Living, Inc. contacted persons who had loaned money to Mr. Tolman    
and had offered to refund                                                       

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their money.  Ms. Baez claims she did not receive such an offer.  Ms. Baez      
seeks $113,966.81, pre-judgment interest of 10% per annum and post-judgment     
interest at the maximum legal rate until all amounts due and owing are paid in  
full. Whole Living's management believes we have no liability and is defending  
the claim.  We have filed an answer to the complaint and there has been no      
further action in this litigation.                                              

Mr. Tolman was never employed by us.  He was President of Brain Garden
LLC, a separate entity that was engaged in network marketing of nutritional     
products.  At the time we formed Whole Living Utah it purchased many of the     
products, formulas, trademarks and other business assets of Brain Garden LLC,   
including the Brain Garden mark.  Following this purchase, Mr. Tolman worked    
as an independent consultant and distributor for Whole Living Utah but was      
never an employee.  Mr. Tolman continues to maintain a distributorship and      
provide consulting services to Whole Living.                                    

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND         
FINANCIAL DISCLOSURES                                                           

Pursuant to the merger agreement, we continue to employ the accounting
survivor's (Whole Living Utah's) principal independent accountant, Crouch,      
Bierwolf and Chisholm, located in Salt Lake City, Utah.  For the past two       
fiscal years we have not had any disagreements regarding accounting practices,  
financial statement disclosure, or auditing scope or procedure with our former  
independent accountant, Hammond & Company; nor have their reports contained an  
adverse opinion or disclaimer of opinion.                                       

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES                                 

 The following discussion describes all securities sold by us within the
past three years without registration:  On December 10, 1999 we issued 400,000  
common shares to SGS Holdings, LLC to satisfy promissory notes, with interest,  
of $207,958.  In September of 1999 we issued 10,000 common shares, valued at    
$15,000, to Universal Business Insurance in consideration for an insurance      
policy.  On July 13, 1999 our Board authorized the issuance of 400,000 common   
shares to SGS Holdings, LLC for $500,000 cash.  On March 24, 1999 as part of    
the reverse merger between Whole Living and Whole Living Utah, Whole Living     
issued 6,000,000 shares of its restricted common stock to the five              
shareholders of Whole Living Utah.  In consideration for this issuance, Whole   
Living received all of the issued and outstanding common stock and thereby      
100% ownership of Whole Living Utah.  In March of 1999 at Whole Living's        
organizational meeting, the Board authorized the issuance of 100 common shares  
each to our then President, Anita Patterson, and our then Secretary/Treasurer,  
April Marino, for $2.00 cash; on January 15, 1999 the Board authorized the      
issuance of 300,000 shares to Daniel W. Jackson, as escrow agent, for $800,000  
cash.                                                                           

   In connection with each of these isolated issuances of our securities, we
believe that each purchaser (i) was aware that the securities had not been      
registered under federal securities laws, (ii) acquired the securities for      
his/her/its own account for investment purposes and not with a view to or for   
resale in connection with any distribution for purpose of the federal           
securities laws, (iii) understood that the securities would need to be          
indefinitely held unless registered or an exemption from registration applied   
to a proposed disposition and (iv) was aware that the certificate representing  
the securities would bear a legend restricting their transfer.  We believe      
that, in light of the foregoing, the sale of our securities to the respective   
acquirers did not constitute the sale of an unregistered security in violation  
of the federal securities laws and regulations by reason of the exemptions      
provided under Sections 3(b) and 4(2) of the Securities Act, and the rules      
and regulations promulgated thereunder.                                         

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS                               

Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751, our   
Articles of Incorporation and bylaws provide for the indemnification of         
present and former directors and officers and each person who serves at our     

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request as our officer or director.  We will indemnify such individuals         
against all costs, expenses and liabilities incurred in a threatened, pending   
or completed action, suit or proceeding brought because such individual is our  
director or officer.  Such individual must have conducted himself in good       
faith and reasonably believed that his conduct was in, or not opposed to, our   
best interest.  In a criminal action he must not have had a reasonable cause    
to believe his conduct was unlawful.  This right of indemnification is not      
exclusive of other rights the individual is entitled to as a matter of law or   
otherwise.                                                                      

We will not indemnify an individual adjudged liable to us due to his  
negligence or wilful misconduct toward us, or if he improperly received         
personal benefit.  Indemnification in a derivative action is limited to         
reasonable expenses incurred in connection with the proceeding.  Also, we are   
authorized to purchase insurance on behalf of an individual for liabilities     
incurred whether or not we would have the power or obligation to indemnify him  
pursuant to our bylaws.  We have purchased Director and Officer Liability       
insurance with limits of $1 million per loss and $1 million per policy year     
per insured.                                                                    

  Our bylaws provide that individuals may receive advances for expenses if
the individu al provides a written affirmation of his good faith belief that    
he has met the appropriate standards of conduct and he will repay the advance   
if he is adjudged not to have met the standard of conduct.                      

PART F/S  

Index to Financial Statements                                                   

Whole Living, Inc. Financial Statements December 31, 1999 and 1998              

Whole Living, Inc., Financial Statements, March 31, 1999 and December 31, 1998  
from inception (January 30, 1986) through March 31, 1999.                       

Brain Garden LLC Financial statements, December 31, 1997 (unaudited)            

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Whole Living, Inc.  

Financial Statements  

December 31, 1999 and 1998  

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C O N T E N T S   

Accountants' Report ....................................3                       

Balance Sheets .........................................4                       

Statements of Operations ...............................6                       

Statements of Stockholders' Equity......................7                       

Statements of Cash Flows ...............................8                       

Notes to the Financial Statements ......................9                       

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CROUCH,  BIERWOLF & CHISHOLM  
Certified Public Accountants  
50 West Broadway, Suite 1130  
Salt Lake City, Utah 84101  
Office (801) 363-1175   
Fax (801) 363-0615  

INDEPENDENT AUDITOR'S REPORT  

To the Board of Directors and Stockholders                                      
of Whole Living, Inc.                                                           

We have audited the accompanying balance sheets of Whole Living, Inc. as of     
December 31, 1999 and 1998 and the related statements of operations,            
stockholders' equity and cash flows for the year ended December 31, 1999 and    
from inception on November 25, 1998 through December 31, 1998, and from         
January 1, 1998 through November 25, 1998 (Predecessor). These financial        
statements are the responsibility of the Company's management.  Our             
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audits to      
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Whole Living, Inc. as of       
December 31, 1999 and 1998  and the results of its operations and cash flows    
for the year ended December 31, 1999 and from inception on November 25, 1998    
through December 31, 1998, and from January 1, 1998 through November 25, 1998   
(Predecessor) in conformity with generally accepted accounting principles.      

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern.  As discussed in Note 5, the          
Company's short operating history and operating losses raise substantial doubt  
about its ability to continue as a going concern.  Management's plans in those  
matters are also described in Note 5.  The financial statements do not include  
any adjustments that might result from the outcome of this uncertainty.         

/s/ Crouch, Bierwolf & Chisholm                                                 

Crouch, Bierwolf & Chisholm                                                     
Salt Lake City, Utah                                                            
March 3, 2000                                                                   

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Whole Living, Inc.  
Balance Sheet   

ASSETS  

                                             December 31
                                                1999          1998
                                               ------------- -------------
CURRENT ASSETS                                                                  

Cash (Note 1)                                  $    183,069  $     68,205 
Accounts receivable                                   2,548         1,044 
Inventory (Note 1)                                  355,082        93,995 
Prepaid expenses                                     46,729             - 
                                               ------------- -------------

 Total Current Assets                              587,428       163,244
                                               ------------- -------------

PROPERTY & EQUIPMENT (Note 2)                          295,485       167,322    
                                               ------------- -------------
OTHER ASSETS                                                                    

Goodwill (Note 1)                                   34,636        43,295
Deposits                                            11,506             -
                                               ------------- -------------

Total Other Assets                                  46,142        43,295
                                               ------------- -------------

 TOTAL ASSETS                                 $    929,055  $    373,861
                                               ============= =============

The accompanying notes are an integral part of these financial statements.  

-4-   

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Whole Living, Inc.  
Balance Sheet continued   

LIABILITIES AND STOCKHOLDERS' EQUITY  

                                                 December 31
                                               1999         1998
                                               ------------- -------------
CURRENT LIABILITIES                                                             

Accounts payable                               $    328,478  $     36,790 
Accrued expenses                                    241,556        55,954 
Current portion of long-term liabilities(Note 3)    884,721       127,657 
                                               ------------- -------------

 Total Current Liabilities                       1,454,755       220,401
                                               ------------- -------------
LONG TERM LIABILITIES (Note 3)                                                  

Notes payable-related party                         840,000        50,000 
Notes payable                                        41,298        70,872 
Capital lease obligations                             7,905        14,502 
Less current portion                               (884,721)     (127,657)
                                               ------------- -------------

 Total long term Liabilities                         4,482         7,717
                                               ------------- -------------

 TOTAL LIABILITIES                               1,459,237       228,118
                                               ------------- -------------

STOCKHOLDERS' EQUITY                                                            

Common stock, authorized 50,000,000 shares                                
$.001 par value, issued 11,109,000 and 11,100                         
shares, respectively, and outstanding                                 
 10,709,000 and 11,100 shares, respectively         10,709         4,299
Additional paid in capital                        1,213,249       196,701 
Retained earnings                                (1,754,140)      (55,257)
                                               ------------- -------------

 Total Stockholders' Equity                       (530,182)      145,743
                                               ------------- -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $    929,055  $    373,861    
                                               ============= =============

The accompanying notes are an integral part of these financial statements.  

-5-   

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Whole Living, Inc.  
Statement of Operations   

                                                        [Enlarge/Download Table]


                                                       From inception  From          
                                                       on November     January 1,    
                                         For the Year  25, 1998        1998          
                                         Ended         through         through       
                                         December 31,  December 31,    November      
                                         1999          1998            25, 1998      
                                         ------------- --------------- --------------
                                                                       (Predecessor) 
                                                                                     

REVENUES                                 $  3,625,935   $     163,074  $   1,808,765 

COST OF SALES                               1,152,242          65,407        359,914 
                                         ------------- --------------- --------------

GROSS PROFIT                                2,473,693          97,667      1,448,851 
                                         ------------- --------------- --------------

SELLING EXPENSES                            1,862,555          54,755        540,080 

RESEARCH & DEVELOPMENT                         17,520          10,040            330 

GENERAL & ADMINISTRATIVE EXPENSES           2,240,313          87,902        740,137 
                                         ------------- --------------- --------------

TOTAL OPERATING EXPENSES                    4,120,388         152,697      1,280,547 
                                         ------------- --------------- --------------

OPERATING INCOME/(LOSS)                    (1,646,695)        (55,030)       168,304 
                                         ------------- --------------- --------------
OTHER INCOME AND (EXPENSES)                                                          
   Interest expense                           (52,649)           (227)             - 
   Interest income                              6,551               -              - 
   Loss on sale of asset                       (6,090)              -              - 
                                         ------------- --------------- --------------

     Total Other Income and (Expenses)        (52,188)           (227)             - 
                                         ------------- --------------- --------------

INCOME/(LOSS) BEFORE INCOME TAXES          (1,698,883)        (55,257)       168,304 

PROVISION FOR INCOME TAXES (Note 1)                 -               -              - 
                                         ------------- --------------- --------------

NET INCOME/(LOSS)                        $ (1,698,883) $      (55,257) $     168,304 
                                         ============= =============== ==============

NET LOSS PER SHARE                       $     (0.193) $       (0.009)             - 
                                         ============= =============== ==============

WEIGHTED AVERAGE OUTSTANDING SHARES         8,793,613       5,846,846              - 
                                         ============= =============== ==============

  The accompanying notes are an integral part of these financial statements.         

                                     -6-                                             

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                                                        [Enlarge/Download Table]

                              Whole Living, Inc.                                      
                      Statement of Stockholders' Equity                               
        From Inception on November 25, 1998 through December 31, 1999                 

                                                             Additional   Retained    
                                          Common Stock       Paid in      Earnings    
                                        Shares      Amount   Capital      (Deficit)   
                                     ------------ ---------- ------------ ------------
                                                                                      
Beginning Balance November 25, 1998            -  $       -  $ -          $         - 

November 1998-Shares issued to                                                        
 organizers for services               5,081,080      5,081       (4,081)           - 

December 1998-Shares issued for cash     918,920        919      199,081            - 

Net (Loss) from inception on November                                                 
 25, 1998 through  December 31, 1998          -           -            -      (55,257)
                                     ------------ ---------- ------------ ------------
Balance on December 31, 1998           6,000,000      6,000      195,000      (55,257)

Adjustment for reverse acquisition                                                    
 and reorganization                    4,299,000      4,299      795,701            - 

July 1999 - shares issued for                                                         
 conversion of notes payable             400,000        400      207,558            - 

September 1999 - shares issued for                                                    
  Insurance policy                        10,000         10       14,990            - 

Net (Loss) for the year ended                                                         
  December 31, 1999                            -          -            -   (1,698,883)
                                     ------------ ---------- ------------ ------------

Balance on December 31, 1999          10,709,000  $  10,709    1,213,249  $(1,754,140)
                                     ============ ========== ============ ============

  The accompanying notes are an integral part of these financial statements.          

                                     -7-                                              

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                                                        [Enlarge/Download Table]


                              Whole Living, Inc.                                     
                           Statement of Cash Flows                                   

                                                                       For the       
                                                       From inception  period from   
                                                       on November     January 1,    
                                         For the Year  25, 1998        1998          
                                         Ended         through         through       
                                         December 31,  December 31,    November      
                                         1999          1998            25, 1998      
                                         ------------- --------------- --------------
                                                                       (Predecessor) 
                                                                                     
Cash Flows From Operating Activities                                                 
Net income (loss)                        $ (1,698,883) $      (55,257) $     168,304 
Non-cash items:                                                                      
   Depreciation & amortization                 66,565           2,581          6,220 
   Stock issued for services                   15,000           1,000              - 
   Stock issued for interest                    7,958               -              - 
   Loss on sale of assets                       6,090               -              - 
(Increase)/decrease in current assets:                                               
   Accounts receivable                         (1,504)         (1,044)       (84,886)
   Inventory                                 (261,087)        (93,995)       (86,457)
   Prepaid expenses                           (46,729)              -              - 
Increase/(decrease) in current liabilities:                                          
   Bank Overdraft                                   -               -         (6,177)
   Accounts payable                           291,688          36,790          9,301 
   Accrued expenses                           185,602          55,954         90,795 
                                         ------------- --------------- --------------
     Net Cash Provided (Used) by                                                     
       Operating Activities                (1,435,300)        (53,971)        97,101 
                                         ------------- --------------- --------------
Cash Flows from Investing Activities                                                 
  Cash paid for Property and Equipment       (176,375)        (71,510)      (111,782)
  Cash paid for Goodwill                            -         (43,295)             - 
  Cash paid for Deposits                      (11,506)              -              - 
                                         ------------- --------------- --------------
     Net Cash Provided (Used) by                                                     
       Investing Activities                  (187,881)       (114,805)      (111,782)
                                         ------------- --------------- --------------

Cash Flows from Financing Activities                                                 
  Cash received from WLN pursuant to                                                 
   the acquisition                            800,000         200,000              - 
  Cash received from debt financing           990,000          50,000         87,664 
  Principal payments on long-term debt        (51,955)        (13,019)        (7,895)
                                         ------------- --------------- --------------
     Net Cash Provided (Used) by                                                     
       Financing Activities                 1,738,045         236,981         79,769 
                                         ------------- --------------- --------------

    Increase/(decrease) in Cash               114,864          68,205         65,088 

Cash and Cash Equivalents at Beginning                                               
   of Period                                   68,205               -              - 
                                         ------------- --------------- --------------
Cash and Cash Equivalents at                                                         
   End of Period                         $    183,069  $       68,205  $      65,088 
                                         ============= =============== ==============
Supplemental Cash Flow Information:                                                  
  Cash paid for interest                 $      9,799  $            -  $           - 
  Cash paid for income taxes             $          -  $            -  $           - 
Non-cash financing transaction:                                                      
  Purchase of equipment with lease                                                   
    obligations and notes                $          -  $      101,393  $           - 
 Stock issued for insurance policy       $     15,000  $            -  $           - 
 Stock issued for conversion of notes                                                
    payable                              $    207,958  $            -  $           - 

  The accompanying notes are an integral part of these financial statements.         

                                     -8-                                             

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 1 - Summary of Significant Accounting Policies                             

a. Organization                                                         

 Whole Living, Inc. (the Company) was incorporated on November 25, 1998 in
the state of Utah.  On November 30, 1998, the Company acquired the assets,      
leases, product line and name of Brain Garden, L.L.C., a Utah limited           
liability company engaged in the marketing and distribution of various natural  
food products, oils and bath salts.  The Company does business under the name   
of Brain Garden, and maintains its headquarters in American Fork, Utah.         

b. Recognition of Revenue                                             

The Company recognizes income and expense on the accrual basis of   
accounting.                                                                     

The Company's source of revenue is from the sale of various food    
products and other natural products.  The Company recognizes the sale upon      
receipt of the sales order, which is simultaneous with the payment and          
delivery of such goods.  The Company offers a 100% satisfaction guarantee       
against defects for 30 days after the sale of their product.  The Company       
extends this return policy to its distributors for a 30 day period and the      
consumer has the same return policy in effect against the distributor.          
Returns are approximately 1% of sales for both periods presented.  All          
conditions of FASB 48 are met and the revenue is recorded upon sale, with an    
estimated accrual for returns.  The Company has no sources of comprehensive     
income.                                                                         

c. Earnings (Loss) Per Share                                          

 The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial      
statements.                                                                     

The weighted average shares outstanding is calculated as follows at December
31, 1999 and 1998:                                                              
                                          December 31,
                                            1999          1998
                                             ------------ ------------
Shares outstanding at beginning of period          6,000,000            -     
Shares issued for services, November 1998                  -     5,081,080    
Shares issued for cash, December 1998                      -       918,920    
Reorganization adjustment effective                                           
May 24, 1999                                     4,299,000             -  
Shares issued for cash, July 1999                    400,000             -    
Shares issued for insurance policy,                                           
September 1999                                     10,000             - 
                                             ------------ ------------
Balance of shares at End of Period                10,709,000     6,000,000    
                                             ============ ============

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 1 - Summary of Significant Accounting Policies (Continued)                 

c. Earnings (Loss) Per Share (continued)                              

Weighted average computation:   6,000,000-144 days 5,081,080-36 days          
                     10,299,000- 50 days 6,000,000-30 days
       10,699,000- 52 days   -
       10,709,000-119 days   -
            -----------          ---------
Weighted average shares         8,793,613          5,846,846                  
            ===========          =========

There are no reconciling items to net income for the computation of 
earnings per share.  400,000 shares held in escrow as collateral on a note      
payable were not included in computing diluted earnings per share because       
their effects were anti-dilutive.                                               

d. Provision for Income Taxes                                         

No provision for income taxes has been recorded due to net operating
loss carryforwards totaling approximately $1,754,000 that will be offset        
against future taxable income.  Since the Company has yet to prove they can     
generate taxable income, a valuation account has been created to eliminate the  
deferred tax asset.                                                             

   Deferred tax assets and the valuation account is as follows at December
31, 1999 and 1998:                                                              
                                December 31,
                                1999            1998
                                ------------- --------------
Deferred tax asset:                                                           
NOL carryforward                      $    596,000  $      18,700       
Valuation allowance                          (596,000)       (18,700)         
                                ------------- --------------
Total                                    $          -  $           -          
                                ============= ==============

e. Cash and Cash Equivalents                                          

  The company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.                                    

f. Property and Equipment                                             

Expenditures for property and equipment and for renewals and        
betterments, which extend the originally estimated economic life of assets or   
convert the assets to a new use, are capitalized at cost. Expenditures for      
maintenance, repairs and other renewals of items are charged to expense. When   
items are disposed of, the cost and accumulated depreciation are eliminated     
from the accounts, and any gain or loss is included in the results of           
operations.                                                                     

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 1 - Summary of Significant Accounting Policies (Continued)                 

f. Property and Equipment (continued)                                 

The provision for depreciation is calculated using the straight-line
method over the estimated useful lives of the assets.  Depreciation expense     
for the period ended  December 31,1999 and 1998 is $57,906 and $2,581,          
respectively.                                                                   

g. Inventory                                                          

Inventory is recorded at the lower of cost or market and valued on a
first-in, first-out basis. Inventory consists primarily of consumable food      
products and ingredients.                                                       

h. Fair Value of Financial Instruments                                

  Unless otherwise indicated, the fair values of all reported assets and
liabilities which represent financial instruments (none of which are held for   
trading purposes) approximate the carrying values of such amounts.              

i. Goodwill                                                           

   The Company recorded goodwill in the acquisition of the assets of Brain
Garden, LLC.  Various intangible assets such as distributor down lines,         
customer lists and product name identification are included in Goodwill.        
Valuation of these intangibles separately was not identified, yet the excess    
of payment over the net assets received provides for the recording of these     
intangibles as Goodwill.  Goodwill is being amortized over 5 years on a         
straight-line method.  Amortization expense for the year ended December 31,     
1999 was $8,659.                                                                

j. Use of Estimates                                                   

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make assumptions that     
affect the amounts reported in the financial statements and accompanying        
notes.  In these financial statements, assets, liabilities and earnings         
involve extensive reliance on managements estimates.  Actual results could      
differ from those estimates.                                                    

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 1 - Summary of Significant Accounting Policies (Continued)                 

k. Acquisition                                                        

On November 30, 1998, the Company acquired many of the assets, lease
obligations and much of the product line of Brain Garden LLC, a Utah Limited    
Liability Company ("Brain Garden").  Brain Garden's product line consists of    
various natural food products, oils and bath salts.  The acquisition was        
recorded using the purchase method of a business combination.  Goodwill was     
recorded in the acquisition in the amount of $43,294 and will be amortized      
over 60 months.  The Company paid $283,800 for the purchase of Brain Garden     
assets.  The Company assumed leases in the amount of $14,500.  The Company      
also assumed an operating lease for office space which expired during 1999.     
No operating activity of Brain Garden is included in the statement of           
operations of the Company prior to the acquisition.                             

NOTE 2 - Property & Equipment                                                   

 Property and equipment consists of the following at December 31, 1999
and 1998:                                                                       
                                          December 31,
                                         1999         1998
                                         ------------ ------------
         Office equipment & furnishings $    49,782  $    33,682
         Office furniture & fixtures         57,536       34,829
         Software                           232,333       86,379
         Leased equipment                    15,014       15,014
                                         ------------ ------------
                                            354,665      169,904
Less:                                       
             Accumulated depreciation        (55,930)      (2,332)
Accumulated depreciation                

              - leased equipment              (3,250)        (250)
                                        ------------- ------------

          Total Property & Equipment   $    295,485  $   167,322
                                        ============= ============

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 3 - Long-Term Liabilities                                                  

Long Term Liabilities are detailed in the following schedules as of   
December 31, 1999 and 1998:                                                     

Notes payable - related party is detailed as follows:       December 31       
                                                     1999       1998
                                                  ------------ -----------
Note payable to a shareholder of the Company,                                 
non-interest bearing, due upon demand and                                     
unsecured                                           $         -  $   50,000   

Note payable to a shareholder of the Company,                                 
bearing interest at 10%, due June 2000 and                                    
secured by 400,000 shares of common stock               500,000           -   

Note payable to a shareholder of the Company,                                 
bears interest at 9%, due May 1, 2000 and                                     
unsecured                                               340,000           -   
                                                  ------------ -----------
Total notes payable - related party                     840,000      50,000   
                                                  ============ ===========

Notes Payable are detailed as follows:                                

Note payable to an individual, non-interest                                   
bearing, due within one year                             10,031           -   

Note payable to a corporation, non-interest                                   
bearing, due within 60 days of delivery of                                    
software, unsecured                                      31,267      70,872   
                                                  ------------ -----------
Total Notes Payable                                 $    41,298  $   70,872   
                                                  ============ ===========

Capital lease obligations are detailed in the following schedule as of
December 31, 1999 and 1998:                                                     

Capital lease obligation to a corporation                                     
for computer equipment, lease payments due                                    
monthly of $435 through February 2000,                                        
bears interest at 18%, secured by computer                                    
equipment.                                          $       808  $    5,401   

Capital lease obligation to a corporation                                     
for computer equipment, lease payments                                        
due monthly of $304 through April 2002,                                       
bears interest at 18%, secured by equipment.              7,097       9,101   
                                                  ------------ -----------

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 3 - Long-Term Liabilities (continued)                                      
                                                     December 31
                                                    1999          1998
                                                 ------------- -----------
Total Lease Obligations                                   7,905      14,502   
                                                 ------------- -----------
Total long term liabilities                             889,203     135,374   

Less current portion of:                                                      
Notes payable - related party                         840,000      50,000 
Notes payable                                          41,298      70,872 
Capital lease obligations                               3,423       6,785 
                                                 ------------- -----------
Total current portion                                   884,721     127,657   
                                                 ------------- -----------
Net Long Term Liabilities                          $      4,482  $    7,717   
                                                 ============= ===========

Future minimum principal payments on notes payable and notes          
payable-related party are as follows:                                           

             2000                                             $  884,721
                                                               -----------
       Total notes payable and notes payable-related party    $  884,721
                                                               ===========

Future minimum lease payments are as follows at December 31, 1999:    

             2000                                                  4,520
             2001                                                  3,651
             2002                                                  1,217
                                                               -----------
                                                                   9,388
               Less portion representing interest                  (1,483)
                                                               -----------
              Total                                           $    7,905
                                                               ===========

NOTE 4 - Commitments and Contingencies                                          

     In December 1999 the Company committed to an operating lease for office
space.  The lease requires the Company to pay monthly rent of $12,317 and       
expires in July 2002.                                                           

In March 1999 the Company committed to an operating lease for a   
vehicle.  The lease requires the Company to make monthly payments of $499 and   
expires in March 2002.                                                          

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 4 - Commitments and Contingencies (continued)                              

    In April 1999 the Company committed to an operating lease for a vehicle.
The lease requires the Company to make monthly payments of $499 and expires in  
April 2002.                                                                     

    In March 1999 the Company committed to an operating lease for a vehicle.
The lease requires the Company to make monthly payments of $399 and expires in  
March 2002.                                                                     

    In March 1999 the Company committed to an operating lease for a vehicle.
The lease requires the Company to make monthly payments of $691 and expires in  
March 2002.                                                                     

Future minimum payments on operating leases are as follows:         

2000      $    172,860                                
2001           172,860                                
2002            92,982                                
-------------                     
Total     $    438,702                                
=============                     

The Company sells and distributes its products through independent  
distributors.  The Company is committed to an agreement  that guarantees a      
monthly distributors bonus of $5,000 to one of its distributors who purchased   
a distributor position for $50,000.  The distributor agreement can be           
terminated within 90 days of the execution of the agreement at the option of    
the distributor.  If canceled during this period a refund of the $50,000 less   
monthly bonuses could occur.  The termination period ended February 28, 1999,   
and at such time a contingency no longer exists, however the monthly            
commitment continues as long as both parties perform their respective           
obligations under the terms of the agreement.  The agreement has no             
termination date.                                                               

The Company is also committed to a consulting arrangement with an   
individual, wherein the Company pays a $5,000 monthly draw against future       
royalties from developing sales, training and educational aids on a             
case-by-case basis.  The agreement can be terminated by a 90-day written        
notice from either party.  Termination by the Company must be for cause.  The   
Company paid $15,000 upon signing the agreement as a signing bonus which was    
expensed as well as the monthly royalty payments.  There is no indication in    
the agreement that repayment of the advances is required in the future.  The    
Company received the individuals "downline" as part of the agreement, but no    
asset has been recorded, because future economic benefit is unclear.            

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 5 - Going Concern                                                          

  The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company has a short          
operating history and net operating losses since inception and is dependent     
upon financing to continue operations.  The financial statements do not         
include any adjustments that might result from the outcome of this              
uncertainty.  It is management's plan to raise additional funds through public  
markets and market it's products aggressively.                                  

NOTE 6 - Related Party Transactions                                             

  All officers of the Company own an interest in MRB, LLC, a company which
prepares the sales aids and product kits for the Company. $0 was paid to MRB    
through December 31, 1998 and $198,000 for the year ended December 31, 1999.    

In May 1999, PHI Mutual Ventures, a shareholder of the Company loaned 
$340,000 to the Company.  The loan bears interest at 9% and is due May 1,       
2000.  The note is secured by stock held by officers of the Company.            

During June 1999,  PHI Mutual Ventures, a shareholder of the Company  
loaned $500,000 to the Company.  The loan bears interest at 10% and is due      
June  2000.  The note is secured by 400,000 shares of stock held in escrow.     

In September  1999, PHI Mutual Ventures, a shareholder of the Company 
loaned $150,000 to the Company.  Also in September 1999, PHI Mutual Ventures    
assumed a $50,000 note originally made in 1998 by another shareholder of the    
Company.  These loans were shortly thereafter converted into 400,000 shares of  
the Company's common stock.                                                     

NOTE 7 - Principles of Consolidation                                            

 The December 31, 1999 financial statements include the books of Whole
Living, Inc. (Nevada) and its wholly owned subsidiary Whole Living, Inc.        
(Utah).  All intercompany transactions and balances have been eliminated in     
the consolidation.                                                              

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Whole Living, Inc.  
Notes to the Financial Statements   
December 31, 1999 and 1998  

NOTE 8 - Reverse Acquisition                                                    

 Effective May 24, 1999 the Company entered into an agreement to merge
with Whole Living, Inc. a Nevada Corporation (WLN) which is a non-operating     
public company with cash of $150,000 and a note receivable of $650,000 from     
Whole Living, Inc. (Utah) for funds advanced in contemplation of the merger.    
Pursuant to the merger, WLN issued 6,000,000 shares of common stock to the      
shareholders of the Company for all outstanding stock of the Company.  The      
merger was recorded as a reverse merger, with Whole Living, Inc. (Utah) being   
the accounting survivor.  All historical financial information in these         
statements through May 23, 1999 are therefore that of Whole Living, Inc.        
(Utah).  A reverse merger adjustment was made to the books of the Company to    
reflect the change in capital to that of WLN.  No goodwill or intangible        
assets were recorded in the reverse acquisition.                                

NOTE 9 - Stock Split                                                            

The per share information in these financial statements have been   
retroactively restated for the effects of the reverse merger, as a 540.54 for   
1 forward stock split.                                                          

NOTE 10 - Stockholders' Equity Transactions                                     

In November 1998, the Company issued 5,081,080 shares of its common 
stock to organizers for services valued at $1,000.                              

   In December 1998, the Company issued 918,920 shares of its common stock
at $.217 per share for cash.                                                    

   In May 1999, the Company issued 6,000,000 shares of its common stock in
the reverse acquisition. (See Note 8).                                          

  In July 1999, the Company issued 400,000 shares of its common stock at
$.52 per share in conversion of notes payable.                                  

   In July 1999,  400,000 shares of common stock were issued to PHI Mutual
Ventures as collateral on the $500,000 note payable.  The shares are being      
held in escrow and are therefore issued but not outstanding.                    

   In September 1999, the Company issued 10,000 shares of its common stock
at $1.50 per share for an insurance policy.                                     

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HAMMOND AND COMPANY   
A PROFESSIONAL CORPORATION  
CERTIFIED PUBLIC ACCOUNTANTS  

To the Board of Directors and Stockholders of                                   
Whole Living, Inc.                                                              

We have audited the accompanying balance sheets of Whole Living, Inc. (a        
development stage company) as of March 31, 1999 and 1998, and the related       
statements of operations, stockholders' equity, and cash flows for the years    
ended March 31, 1999, 1998 and 1997, and for the period from January 30, 1986   
(inception), to March 31, 1999. These financial statements are the              
responsibility of the Company's management. Our responsibility is to express    
an opinion on these financial statements based on our audit.                    

We conducted our audit in accordance with generally accepted auditing           
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audit provides a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Whole Living, Inc. as of       
March 31, 1999 and 1998, and the results of its operations and cash flows for   
the years ended March 31, 1999, 1998 and 1997, and from January 30, 1986        
(inception), to March 31, 1999, in conformity with generally accepted           
accounting principles.                                                          

The accompanying consolidated financial statements have been prepared assuming  
that the Company will continue as a going concern, which contemplates the       
realization of assets and liquidation of liabilities in the normal course of    
business. As discussed in Note 2 to the financial statements, the Company has   
suffered losses from inception, and anticipates the need for additional cash    
to fund its operations. These conditions raise substantial doubt about the      
Company's ability to continue as a going concern. Management's plans in regard  
to these matters are also discussed in Note 2. The financial statements do not  
include any adjustment that might result from the outcome of this uncertainty.  

/s/ Hammond and Company                                                         

Salt Lake City, Utah                                                            
April 23, 1999                                                                  

1015 East 3900 South * Salt Lake City, Utah 84124   
Office: 801-2811-4050 * Fax 801- 281-4533   

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Whole Living, Inc.  
(A Development Stage Company)   
Comparative Balance Sheets  

                                         For the Years Ended
                                          March 31
                                       1999                   1998
                                      ------------------ -----------------
ASSETS                                                                          

Current Assets                                                                  

Cash                                  $        150,000   $              0 

Advance Receivable                             650,000                  0 
                                      ------------------ -----------------
Total Current Assets                           800,000                  0 

Long Term Assets                                        0                  0    
                                      ------------------ -----------------
Total Assets                             $        800,000   $              0    
                                      ================== =================

LIABILITIES AND SHAREHOLDERS' EQUITY                                            

Current Liabilities                      $              0   $              0    

Long Term Liabilities                                   0                  0    
                                      ------------------ -----------------
Total Liabilities                                       0                  0    
                                      ------------------ -----------------
Shareholders' Equity:                                                           

Common stock, $.001 par value                                             
50,000,000 shares authorized;                                             
17,300,200 shares issued                                                  
and outstanding                                 17,300             17,000 

Additional Paid In Capital                     799,700                    

Deficit accumulated during the                                                  
development stage                               (17,000)           (17,000) 
                                      ------------------ -----------------
Net shareholders' equity                          800,000                  0    
                                      ------------------ -----------------
Total Liabilities and Shareholders'                                             
Equity                                 $        800,000   $              0  
                                      ================== =================

The accompanying notes are an integral part   
of these financial statements.    

4   

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Whole Living, Inc.  
(A Development Stage Company)   
Comparative Statements of Operations  

                                                        [Enlarge/Download Table]

                                                                                 From       
                                                                               Inception    
                                                                            (April 2, 1986) 
                                         For the Years Ended March 31,        to March 31,  
                                     1999            1998           1997          1999      
                                  ------------- -------------- ------------- ---------------
                                                                (Unaudited)                 
                                                                                            
Net sales                         $        0    $          0   $          0  $          0   

Cost of sales                              0               0              0             0   
                                  ------------- -------------- ------------- ---------------
Gross profit (loss)                        0               0              0             0   

Operating expenses                         0               0              0        17,000   
                                  ------------- -------------- ------------- ---------------
(Loss) from operations                     0               0              0       (17,000)  

Income taxes                               0               0              0             0   
                                  ------------- -------------- ------------- ---------------
Net (Loss)                        $        0    $          0   $          0  $    (17,000)  
                                  ============= ============== ============= ===============
(Loss) per share                  $        0    $          0   $          0  $     (0.001)  
                                  ============= ============== ============= ===============
Shares outstanding                 17,300,200     17,000,000     17,000,000    17,300,200   
                                  ============= ============== ============= ===============

                 The accompanying notes are an integral part                                
                        of these financial statements.                                      

                                    5                                                       

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Whole Living, Inc.              
(A Development Stage Company)               
Statement of Stockholders' Equity               
From Inception (January 30, 1986) Through               
March 31, 1999              

                                                        [Enlarge/Download Table]

                                                                      Additional   Retained                 
                                                Common Stock          Paid-in -    Earnings                 
                                             Shares        Amount     Capital      (Deficit)     Total      
                                             ------------ ----------- ------------ ------------- -----------
                                                                                                            
Balance at January 30, 1986 (inception)               -0- $       -0- $        -0- $         -0- $       -0-

Common Stock Issued for Marketing Rights      17,000,000      17,000           -0-           -0-     17,000 

Net loss                                                                       -0-      (17,000)    (17,000)
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1986 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1987 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1988 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1989 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1990 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-         -0-         -0-  
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1991 (audited)       17,000,000      17,000           -0-     (17,000)        -0-  
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
   Balance at March 31, 1992 (audited)       17,000,000      17,000           -0-      (17,000)         -0- 
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1993 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1994 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1995 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1996 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1997 (audited)       17,000,000      17,000           -0-      (17,000)         -0-
                                             ------------ ----------- ------------ ------------- -----------
Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1998 (audited)       17,000,000  $   17,000  $        -0- $    (17,000) $       -0-
                                             ============ =========== ============ ============= ===========

Common Stock Issued for Cash                     300,000         300                    799,700     800,000 

Issuance of Whole Living, Inc. Stock                 200                                                    

Net Income                                                                     -0-           -0-         -0-
                                             ------------ ----------- ------------ ------------- -----------
    Balance at March 31, 1999 (audited)       17,300,200  $   17,300  $   799,700  $    (17,000) $  800,000 
                                             ============ =========== ============ ============= ===========

                    The accompanying notes are an integral part                                             
                          of these financial statements.                                                    
                                         6                                                                  

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                                                        [Enlarge/Download Table]

                             WHOLE LIVING, INC.                                                                                  
                        (A Development Stage Company)                                                                            
                           Statements of Cash Flows                                                                              
                      From Inception (January 30, 1986)                                                                          
                            Through March 31, 1999                                                                               

                                                                                                                       Cumula-   
                                                                                                                       tive      
                                                                                                                       Amounts   
                                                                                                                       From      
                                                                                                                       Incep-    
                                                                                                                       tion to   
                            -----------------------------------------------------------------------------------------  Mar 31,   
                            1999     1998  1997  1996  1995  1994  1993  1992  1991  1990  1989  1988  1987  1986      1999      
                            -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --------  ----------
                                                                                                                                 
Cash flows from operating                                                                                                        
 activities                                                                                                                      

  Net Profit (loss)         $ 0      $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $(17,000) $ (17,000)

    Adjustments to reconcile                                                                                                     
     net loss to net cash                                                                                                        
+     provided by operating                                                                                                      
     activities:                                                                                                                 

    Changes in assets and                                                                                                        
     liabilities                                                                                                                 

       Amortization           0        0     0     0     0     0     0     0     0     0     0     0     0     17,000    17,000  
                             -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --------- -------- 
    Net cash provided                                                                                                            
    (used) for operating                                                                                                         
     activities               0        0     0     0     0     0     0     0     0     0     0     0     0          0         0  

Cash flows from investing                                                                                                        
 activities:                  0        0     0     0     0     0     0     0     0     0     0     0     0          0         0  

    Advances                (650,000)  0     0     0     0     0     0     0     0     0     0     0     0          0  (650,000) 
                            -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --------- --------- 
     Net cash used for                                                                                                           
      investing                                                                                                                  
      activities            (650,000)  0     0     0     0     0     0     0     0     0     0     0     0          0  (650,000) 

Cash flows from financ-                                                                                                          
  ing activities:                                                                                                                

   Issuance of Common                                                                                                            
    Stock for Cash           800,000   0     0     0     0     0     0     0     0     0     0     0     0          0         0  
                            -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --------- --------- 
    Net cash provided by                                                                                                         
      financing activities   800,000   0     0     0     0     0     0     0     0     0     0     0     0          0         0  
                            -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --------- --------  
     Net cash provided                                                                                                           
     (used) for investing                                                                                                        
       and  financing                                                                                                            
       activities            150,000   0     0     0     0     0     0     0     0     0     0     0     0          0  (650,000) 
                            -------- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- --------- --------- 
Increase (decrease) in cash  150,000   0     0     0     0     0     0     0     0     0     0     0     0          0  (650,000) 

Cash, beginning of the year        0   0     0     0     0     0     0     0     0     0     0     0     0          0         0  

Cash, end of the year       $150,000 $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $ 0   $      0  (650,000) 
                            ======== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ========  ========= 

   Supplemental Schedule of                                                                                                      
   Noncash Investing Activities                                                                                                  

    Issuance of common stock                                                                                                     
    for acquisition of marketing rights                                                                          $ 17,000        
                                                                                                                 =========       

The accompanying notes are an integral part of these financial statements                                                        

                                      7                                                                                          

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Whole Living, Inc.              
Notes to Financial Statements               
For the Twelve Months Ended March 31, 1999 and 1998               
And From Inception (January 30, 1986) Through March 31, 1999                

Note 1- Organization and History                                                
-----------------------                                         
Nature of Operations                                                            
Whole Living, Inc. (the Company), a Nevada corporation was incorporated March   
18, 1999. On March 19, 1999 the Company merged with Brick Tower Corporation     
(Brick Tower) an Idaho Corporation.  The Company is the surviving corporation.  

Brick Tower was incorporated on January 30, 1986, to lease, sell, and market    
the Hystar airship in Idaho under Hystar Worldnet Inc., initially the only      
shareholder.  Brick Tower also acquired the marketing rights to the Burkett     
Mill, a waste milling device, from Hystar Worldnet Inc.  The technology to      
further develop the Hystar airship and the mill by the parent company proved    
to be prohibitive, and shortly after the acquisition of the marketing rights    
further activity ceased.                                                        

The merger was recorded under the pooling of interests method of accounting.    
Each share of the Company remained outstanding as one fully paid and            
nonassessable share of capital stock of the surviving corporation, and each     
share of Brick Tower was converted into one fully paid and non-assessable       
share of capital stock of the surviving corporation.                            

Note 2- Basis of Presentation                                                   
---------------------                                           
The accompanying financial statements have been prepared on the going     
concern basis which contemplates the realization of assets and liquidation of   
liabilities in the normal course of business. The Company has suffered          
cumulative losses of $17,000 since inception, and the ability of the Company    
to continue as a going concern is dependent on its ability to successfully      
develop assets and ultimately achieve profitable operations.                    

Management's plans in this regard are as follows:                         

The Company will continue to seek cash proceeds from the sale of common   
stock or attempt to merge into an operating entity. If inadequate funds are     
received from security offerings, the Company will seek required operating      
capital through other means. There is no assurance that any such efforts would  
be successful.                                                                  

Officers and directors do not take a salary and will continue to do so    
until such time as the Company is able to make payments from profits.           

The Company believes that potential business opportunities warrant the    
effort to seek funding for additional projects. However, there is no assurance  
that any required capital will be available or that, if available, it can be    
obtained on terms favorable to the Company. The Company may negotiate with      
various investors to fund projects once identified, but there is no assurance   
that funding arrangements can be reached on terms acceptable or favorable to    
the Company.                                                                    

8               

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Whole Living, Inc.              
Notes to Financial Statements               
For the Twelve Months Ended March 31, 1999 and 1998               
And From Inception (January 30, 1986) Through March 31, 1999              

The Company believes that its continuous sale of securities through fiscal  
2000 will enable it to meet its requirement for capital and liquidity           
through the end of fiscal 2000. The Company's liquidity requirements            
thereafter are not presently known inasmuch as they are substantially           
dependent on the results of assets acquired and liabilities incurred.           

The Company's management intends to raise additional operating funds      
through equity and/or debt offerings.  However, there can be no assurance       
management will be successful in this endeavor.                                 

Note 3- Significant Accounting Policies                                         
-------------------------------                                 
 The Company's accounting policies reflect industry practices and conform to
generally accepted accounting principles. The significant accounting policies   
are summarized below:                                                           

(a) Continuing Operations: The accompanying financial statements have been
prepared on a going concern basis which contemplates the realization of assets  
and liquidation of liabilities in the ordinary course of business. The Company  
has no significant recurring sources of income at this time. However, the       
Company is pursuing new objectives and business opportunities.                  

(b)  Accounting Methods: The Company recognizes income and expenses       
according to the accrual method of accounting.                                  

(c)  Fiscal Year End: The Company has selected March 31 as its fiscal year
end for financial reporting purposes.                                           

(d)  Loss per Share: The computation of loss per share of common stock is 
based on the weighted average number of shares outstanding at the end of each   
period.                                                                         

(e)  Issuance of Shares: Valuation of shares for services is based on the 
fair market value of services.                                                  

(f)  Use of Estimates: The preparation of financial statements in         
conformity with generally accepted accounting principles                        

9               

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Whole Living, Inc.              
Notes to Financial Statements             
For the Twelve Months Ended March 31, 1999 and 1998             
And From Inception (January 30, 1986) Through March 31, 1999              

requires management to make estimates and assumptions that affect the amounts   
reported in financial statements and accompanying notes. Actual results could   
differ from those estimates.                                                    

Note 4- Stockholder's Equity                                                    
---------------------                                             
On January 15, 1999 the Company issued 300,000 restricted shares of common
stock for $800,000.                                                             

Note 5- Advance Receivable                                                      
------------------                                              
Prior to March 31, 1999 the Company advanced to Whole Living, Inc., a Utah
Corporation, $650,000 in anticipation of a merger to be completed within        
ninety days of the Company's fiscal year-end.                                   

Note 6 - Subsequent Event                                                       
----------------                                              
In connection with the anticipated merger as mentioned in Note #5 a       
stockholder has agreed to retire 13,000,000 shares of common stock which will   
be canceled leaving 4,300,200 shares outstanding.                               

Note 7- Income taxes                                                            
-------------                                                   
The Company records its income tax provision in accordance with Statement 
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" which  
requires the use of the liability method of accounting for deferred income      
taxes.                                                                          

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Brain Garden, LLC               
Financial Statements              
December 31, 1997 (unaudited)               

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Brain Garden, LLC               
Balance Sheet               

ASSETS              
                                                     December 31
                                                    1997
                                                     -------------
CURRENT ASSETS                                                (unaudited)       

Cash                                                       $          -       
                                                     -------------
Total Current Assets                                               -    
                                                     -------------
FIXED ASSETS                                                                    
Furniture & Equipment                                            19,507       
Leasehold Improvements                                              200       
                                                     -------------

Total Fixed Assets                                            19,707    
                                                     -------------

TOTAL ASSETS                                            $     19,707    
                                                     =============

LIABILITIES AND STOCKHOLDERS' EQUITY              

CURRENT LIABILITIES                                                             

Bank Overdraft                                                   6,177      
                                                     -------------
Total Current Liabilities                                     6,177   
                                                     -------------
MEMBERS' EQUITY                                                                 

Members' Capital                                                72,991      
Retained deficit                                               (59,461)     
                                                     -------------

Total Stockholders' Equity                                  23,530  
                                                     -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY             $     19,707   
                                                     =============

The accompanying notes are an integral part of these financial statements       

F-3               

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Brain Garden, LLC               
Statements of Operations              
                                                    For the Year
                                                     ended
                                                      December 31,
                                                      1997
                                                     -------------
                                                       (unaudited)

SALES                                                       $     69,514        

COST OF GOODS SOLD                                                47,647        
                                                     -------------

GROSS PROFIT                                                      21,867        
                                                     -------------
OPERATING EXPENSES                                                              
Selling Expense                                                 11,554      
General And Administrative                                      69,774      
                                                     -------------

TOTAL OPERATING EXPENSES                                          81,328        
                                                     -------------

OPERATING INCOME (LOSS)                                          (59,461)       
                                                     -------------
OTHER INCOME AND (EXPENSES)                                                     
Interest Expense                                                     -      
                                                     -------------
Total Other Income/ (Expense)                                     -   
                                                     -------------

NET INCOME (LOSS)                                           $    (59,461)       
                                                     =============

The accompanying notes are an integral part of these financial statements       

F-4               

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Brain Garden, LLC               
Statement of Members' Equity              
                                                              Retained
                                                   Amount    Deficit
                                                    ------------ -----------
Balance December 31, 1996                             $         -  $        -   

Capital Contribution                                       72,991           -   

Net Loss for the year ended                                     -     (49,461)  
                                                    ------------ -----------

Balance, December 31, 1997                            $    72,991     (49,461)  
                                                    ============ ===========

The accompanying notes are an integral part of these financial statements       

5               

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Brain Garden, LLC               
Notes to the Financial Statements               
December 31, 1997               

GENERAL                                                                         
------                                                                          
Brain Garden, LLC (the Company) has elected to omit substantially all the       
footnotes to the financial statements for the year ended December 31, 1997.     

UNAUDITED INFORMATION                                                           
---------------------                                                           

The information furnished herein was taken from the books and records of the    
Company without audit. However, such information reflects all adjustment which  
are, in the opinion of management, necessary to properly reflect the results    
of the period presented.                                                        

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PART III              

ITEM 1.  INDEX TO AND DESCRIPTION OF EXHIBITS                                   

(a)  EXHIBITS                                                                   

Exhibit                                                                         
Number      Description                                           Location      
------     -----------------                                  -------------     
2.1        Articles of Incorporation of Whole Living          Filed 8/9/99    

2.2        Articles of Merger filed March 19, 1999            Filed 8/9/99    

2.3        Articles of Merger filed May 24, 1999              Filed 8/9/99    

2.4        Bylaws of Whole Living                             Filed 8/9/99    

6.1        Lease between Whole Living and KL Partners         Filed 3/20/00   
American Fork II, LLC, dated November 26, 1999          

6.2        Form of Employment Agreement                       Filed 8/9/99    

6.3        Consulting Agreement between Whole Living, Inc.    Filed 9/17/99   
and Don Tolman, dated November 30, 1998                 

6.4        Private Label Manufacturing Agreement between      Filed 9/17/99   
Whole Living,  Inc. and Future 500 Corporation          
dated, September 14, 1999                               

8.1        Agreement and Plan of Reorganization between       Filed 8/9/99    
Whole Living and Whole Living, dba Brain Garden,        
dated March 16, 1999                                    

10.1        Letter of agreement from Hammond & Company,        Filed 8/9/99     
dated August 2, 1999                                    

27          Financial Data Schedule                            See attached     
________________________                                                        

10SB12G/A
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SIGNATURES              

   In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by     
the undersigned, who is duly authorized.                                        

June 23, 2000                                                       
Date _______________.        WHOLE LIVING, INC.                                 

           /s/ Bill Turnbull
                       By:________________________________________
                             Bill Turnbull, Secretary and Director

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
		7/31/02		17
Filed on:		6/26/00							10KSB/A
		6/23/00		58
		5/1/00		20		42
		3/3/00		29
		2/28/00		18		24
		12/31/99		13		43			10KSB,  10KSB/A
		12/10/99		22		25
		12/1/99		22
		11/26/99		57
		9/14/99		10		57
		9/2/99		7
		8/5/99		24
		8/2/99		57
		7/26/99		24
		7/13/99		25
		6/30/99		16					10QSB
		5/24/99		43		57
		5/23/99		43
		5/17/99		20
		4/23/99		44
		3/31/99		26		51
		3/24/99		25
		3/19/99		3		57
		3/18/99		3		49
		3/16/99		57
		3/15/99		21
		2/28/99		41
		1/15/99		25		51
		12/31/98		14		43
		12/1/98		22
		11/30/98		20		57
		11/25/98		3		35
		9/22/98		24
		3/31/98		44		51
		3/5/98		3
		1/12/98		20
		1/10/98		20
		1/1/98		29
		12/31/97		15		56
		9/20/97		20
		3/31/97		44		47
		12/31/96		55
		5/6/96		20
		5/1/96		20
		3/31/96		47
		3/31/95		47
		3/31/94		47
		1/13/94		21
		7/5/93		20
		3/31/93		47
		4/20/92		20
		3/31/92		47
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