UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                          FORM 10-KSB/A
                         Amendment No. 2

[X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

           For the fiscal year ended: December 31, 2004

[ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
       AND EXCHANGE ACT OF 1934

                 Commission file number: 0-26973

                        Whole Living, Inc.
      (Exact name of registrant as specified in its charter)

                     Nevada                    87-0621709
           -----------------------           -----------------
           (State of incorporation)          (I.R.S. Employer
                                             Identification No.)

     972 North 1430 West, Orem, Utah               84057
     ----------------------------------------  -----------------
     (Address of principal executive offices)    (Zip code)


Issuer's telephone number, including area code: (801) 655-5500

433 East Bay Boulevard, Provo, Utah 84606
-----------------------------------------
(Former address)

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  Common Stock

Check whether the issuer is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the
past 90 days.  Yes [X] No [ ]

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).   Yes [ ]   No [X]

State issuer's revenue for its most recent fiscal year: $6,758,535

As of March 3, 2005 the registrant had 66,377,245 shares of common stock
outstanding.  The aggregate market value of the shares of voting stock held by
non-affiliates as of that date was approximately $11,543,392.

Documents incorporated by reference:  None

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>


                         EXPLANATORY NOTE

In December 2005 the Securities and Exchange Commission ("SEC") conducted a
review of our annual report on Form 10-KSB for the year ended December 31,
2004.  The SEC requested that we revise the financial statements for the years
ended December 31, 2003 and 2004 and revise the disclosures is this report to
comply with its comments.  In Amendment No. 1 to this annual report, goodwill
was reclassified as an intangible asset to be amortized over a five year
period and warrants to be satisfied with free trading shares were reclassified
as a liability.  In this Amendment No. 2 we have expanded Note 9 to the
financial statements to show the effect of the reclassifications for prior
years.  Item disclosures have been revised to reflect these revisions.  Other
than these changes, the disclosures in this amended report are as of the
initial filing date of April 1, 2005 and this report does not include
subsequent events.


                        TABLE OF CONTENTS

                             PART II

Item 6.  Management's Discussion and Analysis................................3
Item 7.  Financial Statements................................................6

                             PART III

Item 13.  Exhibits..........................................................32
Signatures..................................................................32


In this annual report references to "Whole Living," "we," "us," and "our"
refer to Whole Living, Inc. and its subsidiaries.

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The SEC encourages companies to disclose forward-looking information so that
investors can better understand future prospects and make informed investment
decisions.  This report contains these types of statements.  Words such as
"may," "will," "expect," "believe," "anticipate," "estimate," "project," or
"continue" or comparable terminology used in connection with any discussion of
future operating results or financial performance identify forward-looking
statements.  You are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this report.
All forward-looking statements reflect our present expectation of future
events and are subject to a number of important factors and uncertainties that
could cause actual results to differ materially from those described in the
forward-looking statements.

                                2

<PAGE>






                             PART II

          ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

EXECUTIVE OVERVIEW

In the third quarter of 2004 we launched our new business model which returned
our emphasis to a total lifestyle company focused on bringing our customers
convenient whole foods, personal care products, household cleaners and
synthetic free alternatives to medicines.  During 2005 we plan to focus all
marketing efforts on the new "90 Days to Freedom" program that focuses on
giving customers a first hand experience of primary whole-food nutrition. We
will also focus our marketing efforts through our new two-hour nutritional
seminar format.

During 2004 we increased our product offerings to include hot cereals and
healthy meal makers, plus introduced a complete new line of pulse which
contains 100% of 23 of the recommended daily allowance of vitamins.  We also
implemented seven new packages in which customers can order their product in
bulk and pre-pay six months in advance of their monthly orders which provides
customers a better price per meal while insuring the long term retention of
that customer.  We will continue to provide new products to our customer base
to increase retention in the customers second to six months of maintenance.
We have completed the purchase and implementation of several key production
machines to ramp up the ability to fulfill the worldwide demands of the new
"90 Days to Freedom" program.

In December 2004 we launched our new essential oils World of Wellness program
as part of our return to our focus on a total lifestyle company.  Also, in
December 2004 we opened a new fulfillment center in Brisbane, Australia to
reduce costs and shipping time from ten days to three days for products to
Australia and New Zealand.  Management anticipates that this facility will
increase margins due to the reduction of import, export, shipping and delivery
costs.

Our major challenge for the next twelve months will be to increase our sales
through our new business model.  Management will also continue to evaluate
expenses related to operating activities, especially production and order
fulfillment, in order to make adjustments to improve profitability.

LIQUIDITY AND CAPITAL RESOURCES

Our revenues are not at a level to support our operations and we have recorded
net losses for the years ended December 31, 2003 and 2004.  At December 31,
2004 we had an retained deficit of $14,044,804.  We will need additional
financing to fund operations and to further develop our business plan.  If we
are unable to obtain additional funding we may be required to reduce personnel
or scale back our business plans.

For the short term management believes that revenues and additional financing
will provide funds for operations.  For the long term, management expects that
the development of our Food For Life program and our World of Wellness program
will increase our revenues.  We will likely continue to raise additional funds
through loans, as needed.  Management intends to use any available cash to
fund our operations.

Revenues decreased during 2004 compared to 2003 and we recorded net cash used
by operating activities of $1,444,489 for the 2004 year compared to $730,132
for the 2003 year.  In addition, accounts receivable decreased approximately
80% in 2004 when compared to 2003 primarily as a result of closure of the
Australian office, which accounted for approximately 55% of accounts
receivable in 2003.  Also, a one time receivable for account renewals charged
only during 2003 contributed to the higher accounts receivable in 2003.  Net
cash used by investing activities was $314,052 for the 2004 year compared to
$952,521 for the 2003 year.  The investing activities for both years were
primarily related to purchases of property and equipment and the development
of software.

FINANCING

Historically, we have financed our operations through revenues and debt
financing.  Net cash provided by financing


                                3

<PAGE>





activities was $1,758,541 for the 2004 year compared to $1,682,653 for the
2003 year.  Management anticipates that additional capital for cash shortfalls
will be provided by debt financing.  We may pay these loans with cash, if
available, or convert these loans into common stock.  We may also issue
private placements of stock to raise additional funding.  Any private
placement likely will rely upon exemptions provided by federal and state
securities laws.  The purchasers and manner of issuance will be determined
according to our financial needs and the available exemptions.  We also note
that if we issue more shares of our common stock, our shareholders may
experience dilution in the value per share of their common stock.

COMMITMENTS AND CONTINGENT LIABILITIES

We have an operating lease for our office and manufacturing facility at
$17,400 per month.  Future minimum payments on operating leases for office
space and warehouse space were $208,800 through 2005 at December 31, 2004.

Our total current liabilities were $1,737,245 at December 31, 2004.  The total
current liabilities include a bank overdraft of $94,711, accounts payable of
$603,939, accrued expenses of $350,163, contingent liabilities related to
legal proceedings of $286,390, and the current portion of long-term
liabilities of $212,042.

OFF-BALANCE SHEET ARRANGEMENTS

None.

RESULTS OF OPERATIONS

The following discussions are based on the consolidated financial statements
of Whole Living and Brain Garden, Inc.  These discussions summarize our
financial statements for the years ended December 31, 2003 and 2004 and should
be read in conjunction with the financial statements, and notes thereto,
included with this report at Item II, Part 7, below.


    Summary Comparison of 2003 and 2004 Fiscal Year Operations
   ------------------------------------------------------------

                                        2003         2004
                                   ------------- -------------

Sales                              $ 12,323,973  $  6,758,535

Cost of goods sold                    9,470,963     5,374,166

Gross profit                          2,853,010     1,384,369

Total operating expenses              3,726,886     3,882,287

Loss from operations                   (873,876)   (2,497,918)

Other expense                          (298,065)           83

Net loss                             (1,171,941)   (2,497,835)

Net loss per share                 $      (0.03)  $     (0.05)

We recognize revenue upon shipment of a sales order.  Sales are net of
returns, which have historically been less than 2% of sales.  Sales for the
2004 year decreased 45.2% from the 2003 year due to reduced marketing while we
focused our energy on the development of our new business model.


                                4


<PAGE>





Cost of goods sold consists primarily of the cost of procuring and packaging
products, sales commissions paid to our independent distributors, the cost of
shipping product to distributors, plus credit card sales processing fees.
Cost of goods sold was approximately 77% of total sales for 2003 and
approximately 79.5% of total sales for 2004.  Distributor commissions are paid
to several levels of distributors on each product sold.  The amount and
recipient of the commission varies depending on the purchaser's position
within the Unigen Plan.  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 for sales
commissions has historically been approximately 36% to 38% of product sales.

Total operating expenses increased 4.2% for the 2004 year compared to the 2003
year.  Selling expenses, which include marketing expenses, the support of
sales meetings and events, and certain customer service expenses, decreased to
$456,156 for the 2004 year compared to $749,721 for the 2003 year.  This
decrease was primarily due to higher marketing expenses for our Food First
Program during the 2003 year.  General and administrative expenses, which
include general office expense, management and employees' salaries, and the
support systems for the distributor network, increased to $3,882,287 for the
2004 year compared to $3,726,886 for the 2003 year.

Total other income/expense for the 2004 year included a loss for contingent
liabilities of $250,000 for legal proceedings, interest expense of $120,649
and a $280,000 gain on the valuation of warrants granted in 2002 that remain
outstanding (See Item 11 "Securities Authorized Under Equity Compensation
Plans - Consulting Agreements").  For 2003 total other income/expense included
interest expense of $76,196, a $63,173 loss on the disposal of assets upon
termination of the Vestrio Corporation acquisition agreement, $53,852
miscellaneous expense and a $105,000 loss on the valuation of warrants
outstanding.

As a result of the above, our net loss increased for the 2004 year and our net
loss per share was $0.05 for the 2004 year.

The following chart summarizes our balance sheet at December 31, 2003 and
2004.

  Summary Comparison of 2003 and 2004 Fiscal Year Balance Sheet
  -------------------------------------------------------------

                                                  2003            2004
                                             ------------- --------------

Cash                                         $          -  $           -

Total current assets                              875,573        549,081

Total assets                                    1,788,844      1,378,445

Total current liabilities                       2,807,040      1,737,245

Total liabilities                               2,807,040      1,737,245

Retained deficit                              (11,546,969)   (14,044,804)

Total stockholders equity                    $ (1,018,196) $    (358,800)

At December 31, 2004 our total assets had decreased 37.2% compared to the
prior year due to decreases in cash, accounts receivable, prepaid expenses and
property and equipment.  Total liabilities also decreased 38.1% for 2004
primarily due to the conversion of notes payable included in 2003.

FACTORS AFFECTING FUTURE PERFORMANCE

Internal cash flows alone have not been sufficient to maintain our operations.
We have had a history of losses and


                                5

<PAGE>






have been unable to maintain the profitability we experienced in the 2003
second and third quarter. Actual costs and revenues could vary from the
amounts we expect or budget, possibly materially, and those variations are
likely to affect how much additional financing we will need for our
operations.

Our future internal cash flows will be dependent on a number of factors,
including:
..    Our ability to encourage our distributors to sponsor new distributors and
     increase their own personal sales;
..    Our ability to promote our product lines with our distributors;
..    Our ability to develop successful new product lines;
..    Effects of future regulatory changes in the area of direct marketing, if
     any;
..    Our ability to remain competitive in our markets; and
..    Our ability to meet the demand of our new Food First Program.

In addition, we have entered into agreements with independent distributors and
suppliers located in Australia, Canada, New Zealand, and the United Kingdom.
We may establish similar arrangements in other countries in the future.  As a
result, our future revenues may be affected by the economies of these
countries. Our international operations are subject to a number of risks, such
as, longer payment cycles, unexpected changes in regulatory environments,
import and export restrictions and tariffs, difficulties in staffing and
managing international operations, greater difficulty or delay in accounts
receivable collection, potentially adverse recessionary environments and
economies outside the United States, and possible political and economic
instability.

                  ITEM 7.  FINANCIAL STATEMENTS


                        WHOLE LIVING, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2004 and 2003




                         C O N T E N T S


Auditors' Report..........................................................7

Consolidated Balance Sheets...............................................8

Consolidated Statements of Operations.....................................9

Consolidated Statements of Stockholders' Equity..........................10

Consolidated Statements of Cash Flows....................................11

Notes to the Consolidated Financial Statements........................12-31


                                6


<PAGE>







Chisholm                                         533 West 2600 South, Suite 25
  Bierwolf &                                             Bountiful, Utah 84010
    Nilson, LLC                                          Phone: (801) 292-8756
Certified Public Accountants                               Fax: (801) 292-8809



     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    ---------------------------------------------------------


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

We have audited the accompanying consolidated balance sheets of Whole Living,
Inc. as of December 31, 2004 and 2003 and the related consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor have we been
engaged to perform, an audit of its internal control over financial reporting.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated 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 consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Whole Living, Inc. as of December 31, 2004 and 2003 and the consolidated
results of its operations and cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 5,
the Company's has negative working capital, negative cash flows from
operations and recurring operating losses since inception which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in those matters are also described in Note 5.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

As discussed in Note 9 to the consolidated financial statements, there were
errors in reporting the Company's warrants and goodwill and a classification
error that were discovered by management as a result of a regulatory review.
Accordingly, the consolidated financial statements have been restated to
correct the errors.

/s/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 26, 2005 except for Note 1, 8 and 9 dated September 6, 2006




                                7


<PAGE>


                        Whole Living, Inc.
                   Consolidated Balance Sheets

                        ASSETS
                        ------

                                                         December 31,
                                                 ---------------------------
                                                      2004         2003
                                                 ------------- -------------
                                                   (Restated)   (Restated)
Current Assets
  Cash                                           $          -  $          -
  Restricted Cash                                           -        50,000
  Accounts Receivable (Net of
   Allowance of $0 and $27,000)                        24,866       134,468
  Inventory                                           516,551       647,953
  Prepaid Expenses                                      7,664        43,152
                                                 ------------- -------------
Total Current Assets                                  549,081       875,573

Property & Equipment, Net                             798,824       891,631

Other Assets
  Deposits                                             30,540        21,640
                                                 ------------- -------------
Total Other Assets                                     30,540        21,640
                                                 ------------- -------------

  Total Assets                                   $  1,378,445  $  1,788,844
                                                 ============= =============

       LIABILITIES AND STOCKHOLDERS' EQUITY
       ------------------------------------

Current Liabilities
  Bank Overdraft                                 $     94,711  $    135,890
  Accounts Payable                                    603,939       619,071
  Accrued Expenses                                    350,163       278,199
  Contingent Liabilities                              286,390       190,390
  Derivatives                                         190,000       470,000
  Current Portion of Long-Term Liabilities            212,042     1,113,490
                                                 ------------- -------------
Total Current Liabilities                           1,737,245     2,807,040

Long Term Liabilities
  Notes Payable - Related Party                       212,042     1,113,490
  Less Current Portion                               (212,042)   (1,113,490)
                                                 ------------- -------------
Total Long Term Liabilities                                 -             -

  Total Liabilities                                 1,737,245     2,807,040
                                                 ------------- -------------
Stockholders' Equity
  Common Stock, $.001 Par Value;
   100,000,000 Shares Authorized;
   66,377,245 and 43,079,640 Shares
   Issued and Outstanding, Respectively                66,377        43,080
  Additional Paid-In Capital                       13,710,194    10,731,056
  Retained Deficit                                (14,044,804)  (11,546,969)
  Prepaid Expenses                                    (90,567)     (245,363)
                                                 ------------- -------------
Total Stockholders' Equity                           (358,800)   (1,018,196)
                                                 ------------- -------------

  Total Liabilities and Stockholders' Equity     $  1,378,445  $  1,788,844
                                                 ============= =============


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

                                8



                        Whole Living, Inc.
              Consolidated Statements of Operations


                                                     For the Years Ended
                                                         December 31,
                                                 ----------------------------
                                                      2004          2003
                                                 -------------- -------------
                                                   (Restated)    (Restated)

Sales                                            $   6,758,535  $ 12,323,973

Cost Of Goods Sold                                   5,374,166     9,470,963
                                                 -------------- -------------

Gross Profit                                         1,384,369     2,853,010
                                                 -------------- -------------
Operating Expenses
  Selling Expenses                                     456,156       749,721
  General and Administrative                         3,426,131     2,977,165
                                                 -------------- -------------
    Total Operating Expenses                         3,882,287     3,726,886
                                                 -------------- -------------

Operating Income (Loss)                             (2,497,918)     (873,876)

Other Income (Expense)
  Loss on Lawsuit Contingency                         (250,000)            -
  Loss on Disposal of Assets                                 -       (63,173)
  Miscellaneous Expense                                 90,619       (53,852)
  Gain (Loss) on Valuation of Derivatives              280,000      (105,000)
  Interest Income                                          113           156
  Interest Expense                                    (120,649)      (76,196)
                                                 -------------- -------------
    Total Other Income(Expense)                             83      (298,065)
                                                 -------------- -------------

Net Income (Loss) Before Income Taxes               (2,497,835)   (1,171,941)

Provision for Income Taxes                                   -             -
                                                 -------------- -------------

Net Income (Loss)                                $  (2,497,835) $ (1,171,941)
                                                 ============== =============

Weighted Average Income (Loss) Per Share         $       (0.05) $      (0.03)
                                                 ============== =============

Weighted Average Shares Outstanding                 49,412,578    41,745,084
                                                 ============== =============



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

                                9

<PAGE>
<TABLE>
<CAPTION>



                                Whole Living, Inc.
            Consolidated Statements of Stockholders' Equity (Deficit)


                                         Common Stock          Additional    Retained
                                   --------------------------- Paid-in       Earnings      Prepaid
                                      Shares         Amount    Capital       (Deficit)     Expenses
                                   ------------- ------------- ------------- ------------- -------------

                                <c>           <c>           <c>           <c>           <c>
Balance,
 December 31, 2002 (Restated)        32,849,640  $     32,850  $  9,337,002  $(10,375,028) $   (110,500)

February 2003 - shares issued
 for prepaid expenses at $0.14
 per share                            2,700,000         2,700       393,452             -      (396,152)

February 2003 - shares issued
 for notes payable and accrued
 interest at $0.14 per share          7,460,000         7,460       962,054             -             -

December 2003 - shares issued
 for prepaid expenses at $0.55
 per share                               70,000            70        38,548             -       (38,618)

Amortization of prepaid expenses              -             -             -             -       299,907

Net income (loss) for the year
 ended December 31, 2003
 (Restated)                                   -             -             -    (1,171,941)            -
                                   ------------- ------------- ------------- ------------- -------------
Balance, December 31, 2003           43,079,640        43,080    10,731,056   (11,546,969)     (245,363)

January 2004 - shares issued for
 services at $0.39 per share             30,000            30        11,670             -             -

July 2004 - shares issued for
 notes payable and accrued
 interest at $0.15 per share         10,780,000        10,780     1,606,035             -             -

November 2004 - shares issued
 for notes payable and accrued
 interest at $0.12 per share          9,784,130         9,784     1,039,929             -             -

November 2004 - shares issued
 for prepaid expense at $0.12
 per share                              600,000           600        71,190             -       (71,790)

December 2004 - shares issued
 for notes payable and accrued
 interest at $0.12 per share          2,103,475         2,103       250,314             -             -

Amortization of prepaid expenses              -             -             -             -       226,586

Net income (loss) for the year
 ended December 31, 2004
 (Restated)                                   -             -             -    (2,497,835)            -
                                   ------------- ------------- ------------- ------------- -------------
Balance, December 31, 2004
 (Restated)                          66,377,245  $     66,377  $ 13,710,194  $(14,044,804) $    (90,567)
                                   ============= ============= ============= ============= =============



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

                                     10
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                          Whole Living, Inc.
                 Consolidated Statements of Cash Flows



                                                                   For the Years Ended
                                                                      December 31,
                                                              -----------------------------
                                                                    2004          2003
                                                              -------------- --------------
                                                                (Restated)    (Restated)

                                                           <c>            <c>
Cash Flows From Operating Activities
Net Income(Loss)                                              $  (2,497,835) $  (1,171,941)
Adjustments to Reconcile Net Income(Loss) to
 Net Cash Provided(Used) in Operating Activities:
   Depreciation and Amortization                                    683,446        511,192
   Stock Issued for Services                                         11,700              -
   Stock Issued for Accrued Interest                                120,649         49,514
   Loss on Disposal of Assets                                             -         63,173
   Deposits                                                          (8,900)        14,795
   Bad Debt Expense                                                       -         27,000
   Notes Payable Issued for Wages                                         -         27,000
   Notes Payable Issued for Finance Charges                          48,000              -
 Changes in Assets and Liabilities
   (Increase) Decrease in:
   Accounts Receivable                                              109,602       (128,023)
   Receivables - Other                                                    -              -
   Inventory                                                        131,402          5,714
   Prepaid Expenses                                                  35,488         (6,139)
   Increase (Decrease) in:
   Accounts Payable                                                 (15,132)       (74,176)
   Contingent Liabilities                                            96,000        (18,429)
   Derivatives                                                     (280,000)       105,000
   Accrued Expenses                                                 121,091       (134,812)
                                                              -------------- --------------
    Net Cash Provided(Used) by Operating Activities              (1,444,489)      (730,132)
                                                              -------------- --------------
Cash Flows from Investing Activities
  Cash Paid (to) from Escrow                                         50,000        (50,000)
  Cash Paid for Property and Equipment                             (364,052)      (902,521)
                                                              -------------- --------------
    Net Cash Provided(Used) by Investing Activities                (314,052)      (952,521)
                                                              -------------- --------------
Cash Flows from Financing Activities
  Bank Overdraft                                                    (41,179)       108,678
  Cash Received from Notes Payable - Related Party                1,841,985      1,573,975
  Cash Paid for Notes Payable - Related Party                       (42,265)             -
                                                              -------------- --------------
    Net Cash Provided(Used) by Financing Activities               1,758,541      1,682,653
                                                              -------------- --------------

Increase (Decrease) in Cash                                               -              -

Cash and Cash Equivalents at Beginning of Period                          -              -
                                                              -------------- --------------
Cash and Cash Equivalents at End of Period                    $           -  $           -
                                                              ============== ==============
Supplemental Disclosures of Cash Flow Information:

Cash Paid for:
  Interest                                                    $           -  $       8,797
  Income Taxes                                                $           -  $           -

Non-Cash Activities:
  Stock Issued for Services                                   $      11,700  $           -
  Stock Issued for Notes Payable, Accrued Interest and Fees   $   2,918,945  $     969,514
  Stock Issued for Prepaid Expenses                           $      71,790  $     435,130
  Notes Payable Issued for Wages                              $           -  $      27,000




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


                                  11


</TABLE>
<PAGE>
                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)

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 Provo, Utah.

On November 30, 1998, the Company acquired many of the assets, lease
obligations and much of the product line of Brain Garden.  The acquisition was
recorded using the purchase method of a business combination.  Intangible
assets such as distributor down lines, customer lists and product name
identifications were recorded in the acquisition in the amount of $43,294 and
were 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.

On 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.  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.

In March 2002, the Company incorporated Brain Garden, Inc. as a wholly owned
subsidiary.  The assets of the Company were subsequently transferred to Brain
Garden.

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 shipment 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.

                                12

<PAGE>








                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (CONTINUED)

c.  Principles of Consolidation

The December 31, 2004 and 2003 financial statements include the books of Whole
Living, Inc. (Nevada) and its wholly owned subsidiaries Whole Living, Inc.
(Utah) and Brain Garden.  All intercompany transactions and balances have been
eliminated in the consolidation.

d.  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.

                                                     December 31,
                                            ----------------------------
                                                 2004          2003
                                            ------------- --------------
          Income (Loss) Numerator           $ (2,497,835) $  (1,171,941)
          Shares (Denominator)                49,412,578     41,745,084
                                            ------------- --------------
          Per Share Amount                  $      (0.05) $       (0.03)
                                            ============= ==============

There are no reconciling items to net income for the computation of earnings
per share.  At December 31, 2004 and 2003, the stock options and warrants
granted were not included in computing diluted earnings per share because
their effects are anti-dilutive.

e.  Provision for Income Taxes

No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $13,800,000 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,
2004 and 2003:
                                                        December 31,
                                                     2004          2003
                                               -------------- --------------
     Deferred tax asset:
        NOL carryforward                       $   4,692,000  $   3,740,000
     Valuation allowance                          (4,692,000)    (3,740,000)
                                               -------------- --------------
                                               $           -  $           -
                                               ============== ==============
f.  Cash and Cash Equivalents

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

                                13

<PAGE>






                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (CONTINUED)

g.  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.

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, 2004 and 2003 is $456,860 and $202,626,
respectively.

In accordance with Financial Accounting Standards Board Statement No.144, the
Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the
carrying amount.  At December 31, 2004 and 2003, no impairments were
recognized.

h.  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.

i.  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.

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 management's estimates actual results could differ from those
estimates.

                                14
<PAGE>







                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)(CONTINUED)

k.  Stock Options and Warrants

As permitted by FASB Statement NO. 123 "Accounting for Stock Based
Compensation" (SFAS No. 123) and amended under FASB Statement 148, "Accounting
for Stock Based Compensation-Transition and Disclosure" (SFAS No. 148), the
Company has elected to measure and record compensation cost relative to
employee stock option costs in accordance with Accounting Principles Board
("APB") Opinion 25, "Accounting for Stock Issued to Employees", and related
interpretations and make pro forma disclosures of net income (loss) and basic
earnings (loss) per share as if the fair value method of valuing stock options
have been applied.  Under APB Opinion 25, compensation cost is recognized for
stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of the grant.

For purposes of the pro forma disclosures and to measure and record
consideration paid to non-employees in the form of stock options or warrants,
the Company applies "SFAS No. 123", as amended under SFAS 148 which requires
the Company to estimate the fair market value of each dilutive instrument
(stock options and warrants) award at the grant date by using the
Black-Scholes option pricing model.

l.  Commissions

Commissions are recognized at the point of sale and are recorded as an expense
in the cost of goods sold.

m.  Derivatives

Warrants issued that are potentially settled with free trading common stock
are accounted for according to EITF Issue 00-19, "Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
Stock.  Derivative liabilities are adjusted to fair value (calculated using
the Black-Scholes method) at each balance sheet date and are reassessed to
determine whether the warrants should be classified as a liability or equity.
The corresponding fair value adjustment is included in the consolidated
statements of operations as other expenses as the value of the warrants
increases from an increase in the Company's stock price at the balance sheet
date and as other income as the value of the warrants decreases from a
decrease in the Company's stock price.


                                15

<PAGE>




                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2004 and
2003:


                                                      December 31,
                                            -----------------------------
                                                   2004          2003
                                            -------------- --------------
     Equipment & furnishings                $     427,712  $     363,668
     Office furniture & fixtures                   98,932         75,723
     Software                                   1,374,422      1,097,622
                                            -------------- --------------
                                                1,901,066      1,537,013
     Accumulated depreciation                  (1,102,242)      (645,382)
                                            -------------- --------------
          Total Property & Equipment        $     798,824  $     891,631
                                            ============== ==============


                                                          December 31,
                                                 ----------------------------
                                                      2004          2003
                                                 -------------- -------------
Notes payable - related party is detailed as follows:

Note payable to a shareholder of the Company,
  bearing interest at 12%, principal due upon
  maturity, matures May 2005, secured by
  inventory, equipment and accounts receivable   $     211,052  $  1,086,490

Note payable to an Officer of the Company,
  non interest bearing payable upon demand,
  and unsecured                                            990        27,000
                                                 -------------- -------------

Total long term liabilities                            212,042     1,113,490

Less current portion of:
  Notes payable - related party                        212,042     1,113,490
                                                 -------------- -------------

    Total current portion                        $     212,042  $  1,113,490
                                                 ============== =============

 Net Long Term Liabilities                       $           -  $          -
                                                 ============== =============

Future minimum principal payments on notes payable and notes payable-related
party are as follows at December 31, 2004:

           2005                                                 $    212,042
                                                                -------------
  Total notes payable and notes payable-related party           $    212,042
                                                                =============


                                16
<PAGE>






                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 4 - COMMITMENTS AND CONTINGENCIES

The Company committed to an operating lease for office/warehouse space.  The
lease requires monthly payments of $17,400 and expires in December 2005.

 Future minimum payments on the operating lease is as follows:


                2005              $  208,800
                                  -----------
                Total             $  208,800
                                  ===========

Rent expense for operating leases for December 31, 2004 and 2003 was $208,800
and $208,000, respectively.

During 2001, an individual filed an action in the Circuit Court of Lane
County, OR against the Company.  A judgment was taken for damages by default
in the case in April 2002.  The individual obtained a foreign judgment in the
matter in the State of Utah in August 2002.  Thereafter, the Company moved the
Utah State Court for an order setting aside the default, a new trial,
amendment of the judgment or a declaration that the Oregon judgment was not
entered against the Company.  In December 2002, the court entered an order
wherein the judgment entered in the Oregon court in favor of the individual
was not a valid and enforceable judgment against the Company.  Following the
order, the individual sought the amendment of the judgment in the Oregon Court
and the amendment of the Utah court's decision.  The Company contested both
motions.  In January 2003, the Oregon court granted the individual's motion to
amend the judgment nunc pro tunc, by changing the names of the defendant to
the Company's name.  In relation to the ruling, the Company sought relief from
the default judgment in the Oregon court.

The Company's request was denied by the Oregon court and the appeal is
pending.  The default judgment granted to the individual a damage award of
$100,000 and accrued interest for alleged adverse effects of using the
Company's products.   As of December 31, 2003, the Company has recognized a
contingent liability of $100,000 for the estimated probable loss.  During
2004, the Company paid $100,000 in settlement of the lawsuit.

During 2002, two individuals filed a complaint in the Third Judicial District
Court, in and for Salt Lake County, State of Utah, Sandy Dept, against the
Company seeking payment of debts allegedly incurred for and on the behalf of
the Company while they were acting as officers and directors of the Company.
After the Company answered the complaint, a settlement was reached with 1 of
the individuals and his claim was dismissed.  In March 2003, the other
individual filed a motion to amend the complaint to add a new cause of action.
The individual's original claim was for the repayment of amounts allegedly
paid on his American Express account on behalf of the Company. The new
complaint repeats this claim and alleges that monies due for a copy machine
lease guaranteed by the individual have not been paid by the Company.  Through
counsel, the individual has demanded payment for these lease payments.  The
Company has filed several counterclaims against the individual which have
advanced in this litigation and will


                                17

<PAGE>





                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

continue to advance.  However, any monies legitimately due and owed based on
the copier lease will be paid by the Company.  As of December 31, 2004, there
are ongoing settlement negotiations regarding this claim.  As of December 31,
2004 and 2003, a  probable loss from the settlement is estimated not to exceed
$13,000.  The Company has recognized a contingent liability of $13,000 as of
December 31, 2004 and 2003.

During 2002, a vendor filed a complaint in the Fourth Judicial District Court,
Utah County, State of Utah, against the Company and other individual
defendants claiming $68,819 due and owing to it for goods delivered by the
vendor.  The Company filed a claim which contended that a portion of the goods
delivered were defective and resulted in the Company suffering damages.  On
March 23, 2004, the Company entered into a settlement agreement for $50,000.
During 2004, $50,000 was paid in settlement of the lawsuit.  For the years
ended December 31, 2004 and 2003, the Company recognized a contingent
liability of $0 and $50,000, respectively.

The Company filed suit against Don Tolman, an individual, John Does 1-100 and
Corporation Does 1-100, in the United States District Court of Utah, Central
Division.  The Company filed the litigation against its former consultant and
the founder of Brian Garden lines of products to stop that individual from
competing against the Company.  The defendant has been served in that action
and a preliminary injunction hearing was conducted in April 2003.  On August
4, 2003, the United States District Court for the District of Utah, Central
Division entered an order granting the Company's motion for entry of a
preliminary injunction and enjoined Tolman and others from competing against
the Company.

On May 5, 2003, Tolman filed a counterclaim complaint against the Company in
which he seeks damages for payments he alleges were due and owing to him and
not paid by the Company.  On August 2, 2003, the Court granted the Company
preliminary injunction against Mr. Tolman and other interested parties.  On
November 29, 2004 the Court issued a memorandum decision and order finding Mr.
Tolman, Mark Bowen and Think Again, Inc. doing business as Great American and
Wholefood Farmacy, in contempt for violation of the preliminary injunction and
granted preliminary damages of approximately $240,430.  The Company has not
recognized any gain contingency resulting from this decision.

On January 10, 2005, Think Again, Inc. filed for relief under Chapter 11 of
the United States Bankruptcy Court and has sought removal of the Utah
litigation to the United States Bankruptcy Court for the Eastern District of
Tennessee.  The Company is opposing that removal and is taking other action to
protect the Company's interest in that bankruptcy proceeding.  No trial date
has been set in the Utah action.

On January 28, 2003, Dave Nicolson ("Nicolson") filed a complaint in the
Fourth Judicial District Court, Utah County, State of Utah against the Company
and Vestrio, Inc. a former wholly owned subsidiary of the Company.  The claim
is based upon an agreement entered into by and between the Company, Vestrio,
Inc. and Nicolson under the terms of


                                18

<PAGE>







                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003


NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

which the Company and Vestrio, Inc. agreed to pay $250,000 for the release of
claims he allegedly held against Vestrio, Inc.  Nicolson claims that after the
first payment of $50,000 was made, the defendants failed to pay the additional
amounts as they came due.

A bench trial was conducted on March 28, 29 and 30, 2005.  Following the
submission of evidence and legal argument, the Court ruled in Mr. Nicolson's
favor granting him judgment against the Company in the principal amount of
$250,000, plus accrued prejudgment interest.  The Company has yet to determine
if it will appeal that judgment.

It appears that the likelihood of the Company suffering loss as a result of
this litigation is probable.  For the year ended December 31, 2004, the
Company has recognized a contingent liability of $250,000 for the probable
settlement of the lawsuit.

On April 3, 2003 Evan Richards ("Richards") filed a complaint in the Fourth
Judicial District Court, Utah County, State of Utah against the Company and
numerous additional parties.  The claim is based upon alleged vicarious
liability of the Company for claims advanced by Richards against the Company's
former subsidiary, Vestrio, Inc.  Richards claims that Vestrio, Inc. entered
into an oral contract with him for the performance of services and thereafter
breached that contract.

The Company has filed a motion to dismiss Richards' complaint as against it.
That motion has been stayed pending preliminary discovery in this action.

The Company intends to vigorously defend against Richards' claim.  It appears
that the likelihood of the Company suffering any loss as a result of this
litigation is remote.

The Company is involved in other various disputes and legal claims in the
normal course of business.  It is not possible to state the ultimate
liability, if any, in these matters.  In the opinion of management, any
resulting litigation will have no material effect on the financial position
and results of operations of the Company in excess of the amounts recorded.

NOTE 5 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has negative working
capital, negative cash flows from operations, and recurring 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 focus all
marketing efforts on the new "90 Days to Freedom" program which focuses on
giving customers a first hand experience of primary whole-food nutrition.  The
Company will also focus its marketing efforts through its new two hour
nutritional seminar format.  During 2004 the Company increased its product
offerings to include hot cereals and healthy meal makers, plus introduced a
complete new line of pulse which contains 100% of 23 of the recommended daily
allowance of vitamins.   The



                                19

<PAGE>






                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003


NOTE 5 - GOING CONCERN (CONTINUED)

Company also has implemented seven new packages in which customers can order
their product in bulk and pre-pay six months in advance of their monthly
orders in order to provide customers a better price per meal while insuring
the long term retention of that
customer.  The Company will continue to provide new products to its customer
base to increase retention in the customers second to six months of
maintenance.  The Company has completed the purchase and implementation of
several key production machines to ramp up the ability to fulfill the
worldwide demands of the new "90 Days to Freedom" program.  Management will
also continue to scrutinize expenses related to operating activities and order
fulfillment.

NOTE 6 - RELATED PARTY TRANSACTIONS

During 2004 and 2003, First Equity Holdings Corp., a shareholder, loaned the
Company $1,841,985 and $1,573,975, respectively.  The balance payable to First
Equity Holdings Corp. at December 31, 2004 and 2003 was $211,052 and
$1,086,490, respectively.

The loans converted to common stock during the years ended December 31, 2004
and 2003 were $2,798,258 and $920,000, respectively.

During 2003, Sharm Smith, an officer of the Company, entered into a note
payable agreement for wages.  The note is non interest bearing and payable
upon demand.  The balance due at December 31, 2004 and 2003 $990 was $27,000,
respectively.

NOTE 7 - EMPLOYEE STOCK OPTIONS

The following table summarizes the information regarding employee stock
options at December 31, 2004:

      Options outstanding at December 31, 2002                  2,345,000
        Granted                                                         -
        Exercised                                                       -
        Forfeited                                                       -
                                                             -------------
      Balance, December 31, 2003                                2,345,000
        Granted                                                         -
        Exercised                                                       -
        Forfeited                                                (945,000)
                                                             -------------
      Balance, December 31, 2004                                1,400,000
                                                             =============


                                20
<PAGE>






                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 7 - EMPLOYEE STOCK OPTIONS (CONTINUED)

                Number      Weighted                   Number
              of Options    Average      Weighted    of Options     Weighted
             Outstanding   Remaining      Average   Exercisable at  Average
 Exercise    December 31, Contractual    Exercise    December 31,   Exercise
   Price        2004      Life (Years)     Price        2004         Price
------------ ------------ ------------ ------------ -------------- -----------
    $0.50     1,400,000      1.5          $0.50        1,400,000     $0.50


NOTE 8 - WARRANTS (RESTATED)

The following tables summarize the information regarding warrants at December
31, 2004 and 2003.


     Warrants Outstanding at December 31, 2002          1,500,000
          Granted                                               -
          Exercised                                             -
          Forfeited                                             -
                                                       -----------
     Balance, December 31, 2003                         1,500,000
          Granted                                               -
          Exercised                                             -
          Forfeited                                             -
                                                       -----------
     Balance, December 31, 2004                         1,500,000
                                                       ===========


                               Number of
                               Warrants      Average
                            Outstanding at   Remaining      Average
                Exercise      December 31,  Contractual     Exercise
                  Price          2004       Life (Years)     Price
               ------------ -------------- -------------- ------------
               $   0.25       1,000,000        2.3         $  0.25
               $   0.50         500,000        2.5         $  0.50


As of December 31, 2004 and 2003, pursuant to EITF 00-19, the Company has
recognized a gain on the valuation of warrants of $280,000 and a loss on the
valuation of warrants of $105,000, respectively.

NOTE 9 - RESTATEMENT

The financial statements for the year ended December 31, 2004 and 2003 were
restated to reflect issues identified during a regulatory review of the
financial statements.  Management and the board of directors concluded these
restatements were necessary to reflect the changes described below.

                                21

<PAGE>





                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003


NOTE 9 - RESTATEMENT (CONTINUED)

On November 30, 1998, the Company acquired from Brain Garden, Inc., assets
such as distributor down lines, customer lists and product name
identifications.  These assets were classified as goodwill and tested for
impairment on an annual basis.  The assets acquired have been reclassified as
an intangible asset with a definite life and amortized on a straight-line
basis over a 5 year period.  Due to the amortization and reclassification,
amortization expense has increased for the years ended December 31, 2004 and
2003  in the amount of $0 and $8,659.  The net book value of the intangible
assets at December 31, 2004 and 2003 is $0.

During 2002, the Company granted 1,500,000 warrants for services valued at
$325,000.   The warrants were originally classified as equity but have been
restated as a liability pursuant to EITF 00-19 since the warrants are to be
satisfied with free trading shares.  As of December 31, 2004 and 2003, due to
the reclassification, a liability has been recognized of $190,000 and
$470,000, respectively.  At December 31, 2004 and 2003, in conjunction with
the revaluation of the warrants, a gain of $280,000 and a loss of $105,000,
respectively, has been recognized.

The Company has expanded or changed footnote disclosures included in Note 1
and Note 8.

For the years ended December 31, 2004 and 2003, the Company reclassed $47,483
and $11,572, respectively, of depreciation expense from general and
administrative expense to cost of goods sold.


                                22




<TABLE>
<CAPTION>
                              WHOLE LIVING, INC.
                       Consolidated Balance Sheets
                            December 31, 2004

               ASSETS
                                                   As Previously
                                                   Reported           As Restated        Change
                                                   -------------      ------------       ----------
<S>                                                <c>                  <c>                <c>
Current Assets
  Accounts Receivable, Net                         $      24,866      $      24,866        $      -
  Inventory                                              516,551            516,551               -
  Prepaid Expenses                                         7,664              7,664               -
                                                   -------------      -------------       ----------
Total Current Assets                                     549,081            549,081               -
                                                   -------------      -------------       ----------

Property & Equipment, Net                                798,824            798,824               -

Other Assets
  Goodwill, Net                                           17,318                  -         (17,318) (a)
  Deposits                                                30,540             30,540               -
                                                   -------------      -------------       ----------
Total Other Assets                                        47,858             30,540         (17,318)
                                                   -------------      -------------       ----------

  Total Assets                                     $   1,395,763      $   1,378,445       $ (17,318)
                                                   =============      =============       ==========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank Overdraft                                   $      94,711      $      94,711       $       -
  Accounts Payable                                       603,939            603,939               -
  Accrued Expenses                                       350,163            350,163               -
  Contingent Liabilities                                 286,390            286,390               -
  Derivatives                                                  -            190,000         190,000  (b)
  Current Portion of Long-Term Liabilities               212,042            212,042               -
                                                   -------------      -------------       ----------
Total Current Liabilities                              1,547,245          1,737,245         190,000

Long Term Liabilities
  Notes Payable - Related Party                          212,042            212,042               -
  Less Current Portion                                  (212,042)          (212,042)              -
                                                   -------------      -------------       ----------
Total Long Term Liabilities                                    -                  -               -

  Total Liabilities                                    1,547,245          1,737,245         190,000

Stockholders' Equity
  Common Stock                                            66,377             66,377               -
  Additional Paid-In Capital                          13,710,194         13,385,194        (325,000) (c)
  Retained Deficit                                   (13,837,486)       (13,719,804)        117,682
  Prepaid Expenses                                       (90,567)           (90,567)              -
                                                   -------------      -------------       ----------
Total Stockholders' Equity                              (151,482)          (358,800)       (207,318)
                                                   -------------      -------------       ----------
  Total Liabilities and Stockholders' Equity       $   1,395,763      $   1,378,445       $ (17,318)
                                                   =============      =============       ==========

(a) Decrease from reclassification of goodwill to amortizable intangibles.

(b) Increase from reclassification of paid in capital to derivatives for application of EITF 00-19 and
    revaluation.

(c) Decrease from reclassification of paid in capital to derivatives for application of EITF 00-19.

                                                        23
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            WHOLE LIVING, INC.
                                   Consolidated Statements of Operations
                                   For the Year Ended December 31, 2004

                                                    As Previously
                                                      Reported          As Restated         Change
                                                    -------------       ------------     -----------

                                                 <c>                 <c>              <c>
Sales                                               $   6,758,535       $  6,758,535     $         -

Cost Of Goods Sold                                      5,326,683          5,374,166          47,483  (c)
                                                    -------------       ------------     -----------

Gross Profit                                            1,431,852          1,384,369         (47,483)
                                                    -------------       ------------     -----------
Operating Expenses
  Selling Expenses                                        456,156            456,156               -
  General and Administrative                            3,473,614          3,426,131         (47,483) (c)
                                                    -------------       ------------     -----------
    Total Operating Expenses                            3,929,770          3,882,287         (47,483)
                                                    -------------       ------------     -----------

Operating Income (Loss)                                (2,497,918)        (2,497,918)              -

Other Income (Expense)
  Loss on Lawsuit Contingency                            (250,000)          (250,000)              -
  Miscellaneous Expense                                    90,619             90,619               -
  Gain (Loss) on Valuation of Derivatives                       -            280,000         280,000  (a)
  Interest Income                                             113                113               -
  Interest Expense                                       (120,649)          (120,649)              -
                                                    -------------       ------------     -----------
     Total Other Income(Expense)                         (279,917)                83         280,000
                                                    -------------       ------------     -----------

Net Income (Loss) Before Income Taxes                  (2,777,835)        (2,497,835)        280,000

Provision for Income Taxes                                      -                  -               -
                                                    -------------       ------------     -----------
Net Income (Loss)                                   $  (2,777,835)      $ (2,497,835)    $   280,000
                                                    =============       ============     ===========
Weighted Average Income (Loss) Per Share            $       (0.06)      $      (0.05)    $      0.01  (b)
                                                    =============       ============     ===========

Weighted Average Shares Outstanding                    49,412,578         49,412,578               -
                                                    =============       ============     ===========

   (a) Revaluation of derivatives according to EITF 00-19.

   (b) Increase in EPS due to revision in (a)

   (c) Reclassed portion of depreciation expense from general and administrative to cost of goods sold.

                                                24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       WHOLE LIVING, INC.
                             Consolidated Statements of Cash Flows
                              For the Year Ended December 31, 2004

                                                    As Previously
                                                      Reported      As Restated     Change
                                                     ------------   ------------  ----------

                                                  <c>            <c>           <c>
Cash Flows From Operating Activities
Net Income(Loss)                                     $(2,777,835)   $(2,497,835)  $  280,000 (b)
Adjustments to Reconcile Net Income(Loss) to
  Net Cash Provided(Used) in Operating Activities:
   Depreciation and Amortization                         683,446        683,446           -
   Stock Issued for Services                              11,700         11,700           -
   Stock Issued for Accrued Interest                     120,649        120,649           -
   Deposits                                               (8,900)        (8,900)          -
   Note Payable Issued for Finance Charges                48,000         48,000           -
Changes in Assets and Liabilities
  (Increase) Decrease in:
   Accounts Receivable                                   109,602        109,602           -
   Inventory                                             131,402        131,402           -
   Prepaid Expenses                                       35,488         35,488           -
  Increase (Decrease) in:
   Accounts Payable                                      (15,132)       (15,132)          -
   Contingent Liabilities                                 96,000         96,000           -
   Derivatives                                                 -       (280,000)   (280,000) (a)
   Accrued Expenses                                      121,091        121,091           -
                                                     ------------   ------------  ----------
    Net Cash Provided(Used) by Operating Activities   (1,444,489)    (1,444,489)          -
                                                     ------------   ------------  ----------

Cash Flows from Investing Activities
   Cash Paid From Escrow                                  50,000         50,000           -
   Cash Paid for Property and Equipment                 (364,052)      (364,052)          -
                                                     ------------   ------------  ----------
    Net Cash Provided(Used) by Investing Activities     (314,052)      (314,052)          -
                                                     ------------   ------------  ----------
Cash Flows from Financing Activities
   Bank Overdraft                                        (41,179)       (41,179)          -
  Cash Received from Notes Payable - Related Party     1,841,985      1,841,985           -
  Cash Paid for Notes Payable - Related Party            (42,265)       (42,265)          -
                                                     ------------   ------------  ----------
    Net Cash Provided(Used) by Financing Activities    1,758,541      1,758,541           -
                                                     ------------   ------------  ----------
Increase (Decrease) in Cash                                    -              -           -

Cash and Cash Equivalents at Beginning of Period               -              -           -
                                                     ------------   ------------  ----------

Cash and Cash Equivalents at End of Period           $         -    $         -   $       -
                                                     ============   ============  ==========

          (a) Revaluation of derivatives according to EITF 00-19.

          (b) Net changes in net income (loss)

                                                 25
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              WHOLE LIVING, INC.
                       Consolidated Balance Sheets
                            December 31, 2003

               ASSETS
                                                As Previously
                                                  Reported        As Restated         Change
                                                -------------     --------------    ------------

                                             <c>               <c>               <c>
Current Assets
  Restricted Cash                               $     50,000      $      50,000     $         -
  Accounts Receivable, Net                           134,468            134,468
  Inventory                                          647,953            647,953               -
  Prepaid Expenses                                    43,152             43,152               -
                                                -------------     --------------    ------------
Total Current Assets                                 875,573            875,573               -

Property & Equipment, Net                            891,631            891,631               -

Other Assets
  Goodwill, Net                                       17,318                  -         (17,318) (a)
  Deposits                                            21,640             21,640               -
                                                -------------     --------------    ------------
Total Other Assets                                    38,958             21,640         (17,318)
                                                -------------     --------------    ------------

                                                $  1,806,162      $   1,788,844     $   (17,318)
                                                =============     ==============    ============
    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank Overdraft                                $    135,890      $     135,890     $         -
  Accounts Payable                                   619,071            619,071               -
  Accrued Expenses                                   278,199            278,199               -
  Contingent Liabilities                             190,390            190,390               -
  Derivatives                                              -            470,000         470,000  (b)
  Current Portion of Long-Term Liabilities         1,113,490          1,113,490               -
                                                -------------     --------------    ------------
Total Current Liabilities                          2,337,040          2,807,040         470,000

Long Term Liabilities
  Notes Payable - Related Party                    1,113,490          1,113,490               -
  Less Current Portion                            (1,113,490)        (1,113,490)              -
                                                -------------     --------------    ------------
Total Long Term Liabilities                                -                  -               -

 Total Liabilities                                2,337,040          2,807,040         470,000

Stockholders' Equity
  Common Stock                                        43,080             43,080               -
  Additional Paid-In Capital                      10,731,056         10,406,056        (325,000) (c)
  Retained Deficit                               (11,059,651)       (11,221,969)       (162,318)
  Prepaid Expenses                                  (245,363)          (245,363)              -
                                                -------------     --------------    ------------
Total Stockholders' Equity                          (530,878)        (1,018,196)       (487,318)
                                                -------------     --------------    ------------
  Total Liabilities and Stockholders' Equity   $   1,806,162      $   1,788,844     $   (17,318)
                                               ==============     ==============    ============

(a) Decrease from reclassification of goodwill to amortizable intangibles.

(b) Increase from reclassification of paid in capital to derivatives for application of EITF 00-19 and
    revaluation.

(c) Decrease from reclassification of paid in capital to derivatives for application of EITF 00-19.


                                                        26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            WHOLE LIVING, INC.
                                  Consolidated Statements of Operations
                                   For the Year Ended December 31, 2003



                                                As Previously
                                                   Reported       As Restated        Change
                                                -------------     ------------    -----------
<S>                                             <c>               <c>             <c>
Sales                                           $  12,323,973     $ 12,323,973    $        -

Cost Of Goods Sold                                  9,459,391        9,470,963        11,572  (c)
                                                -------------     ------------    -----------
Gross Profit                                        2,864,582        2,853,010       (11,572)
                                                -------------     ------------    -----------
Operating Expenses
  Selling Expenses                                    749,721          749,721             -
  General and Administrative                        2,980,078        2,977,165        (2,913) (a), (c)
                                                -------------     ------------    -----------
    Total Operating Expenses                        3,729,799        3,726,886        (2,913)
                                                -------------     ------------    -----------

Operating Income (Loss)                              (865,217)        (873,876)       (8,659)

Other Income (Expense)
  Loss on Disposal of Assets                          (63,173)         (63,173)            -
  Miscellaneous Expense                               (53,852)         (53,852)            -
  Gain (Loss) on Valuation of Derivatives                             (105,000)     (105,000) (b)
  Interest Income                                         156              156             -
  Interest Expense                                    (76,196)         (76,196)            -
                                                -------------     ------------    -----------
     Total Other Income(Expense)                     (193,065)        (298,065)     (105,000)
                                                -------------     ------------    -----------

Net Income (Loss) Before Income Taxes              (1,058,282)      (1,171,941)     (113,659)

Provision for Income Taxes                                  -                -             -
                                                -------------     ------------    -----------
Net Income (Loss)                               $  (1,058,282)    $(1,171,941)    $ (113,659)
                                                =============     ===========     ==========

Weighted Average Income (Loss) Per Share        $       (0.03)    $     (0.03)             -
                                                ==============    ===========     ==========
Weighted Average Shares Outstanding                41,745,084      41,745,084              -
                                                ==============    ============    ==========

      (a) Increase from amortization of intangibles.

      (b) Revaluation of derivatives according to EITF 00-19.

      (c) Reclassed portion of depreciation expense from general and administrative to cost of goods
          sold.
                                             27
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                       WHOLE LIVING, INC.
                              Consolidated Statements of Cash Flows
                              For the Year Ended December 31, 2003

                                                    As Previously
                                                      Reported      As Restated     Change
                                                    -------------  -------------   ----------

                                                 <c>            <c>             <c>
Cash Flows From Operating Activities
Net Income(Loss)                                    $ (1,058,282)  $ (1,171,941)   $(113,659) (c)
Adjustments to Reconcile Net Income(Loss) to
  Net Cash Provided(Used) in Operating Activities:
   Depreciation and Amortization                         502,533        511,192        8,659  (a)
   Stock Issued for Accrued Interest                      49,514         49,514            -
   Deposits                                               14,795         14,795
   Bad Debt Expense                                       27,000         27,000            -
   Note Payable Issued for Wages                          27,000         27,000            -
   Loss on Disposal of Assets                             63,173         63,173            -
Changes in Assets and Liabilities
  (Increase) Decrease in:
   Accounts Receivable                                  (128,023)      (128,023)           -
   Inventory                                               5,714          5,714            -
   Prepaid Expenses                                       (6,139)        (6,139)           -
  Increase (Decrease) in:
   Accounts Payable                                      (74,176)       (74,176)           -
   Contingent Liabilities                                (18,429)       (18,429)           -
   Derivatives                                                 -        105,000      105,000  (b)
   Accrued Expenses                                     (134,812)      (134,812)           -
                                                    -------------   ------------   ----------
    Net Cash Provided(Used) by Operating Activities     (730,132)      (730,132)           -
                                                    -------------   ------------   ----------
Cash Flows from Investing Activities
   Cash Paid to Escrow                                   (50,000)       (50,000)           -
   Cash Paid for Property and Equipment                 (902,521)      (902,521)           -
                                                    -------------   ------------   ----------
    Net Cash Provided(Used) by Investing Activities     (952,521)      (952,521)           -
                                                    -------------   ------------   ----------
Cash Flows from Financing Activities
   Bank Overdraft                                        108,678        108,678            -
   Cash Received from Notes Payable - Related Party     1,573,975      1,573,975           -
                                                    -------------   ------------   ----------
     Net Cash Provided(Used) by Financing Activities    1,682,653      1,682,653           -
                                                    -------------   ------------   ----------
Increase (Decrease) in Cash                                    -              -            -

Cash and Cash Equivalents at Beginning of Period               -              -            -
                                                    -------------   ------------   ----------

Cash and Cash Equivalents at End of Period          $          -    $         -    $       -
                                                    =============   ============   ==========

         (a) Increase from amortization of intangibles.

         (b) Revaluation of derivatives according to EITF 00-19.

         (c) Net changes in net income (loss)


                                                 28
</TABLE>
<TABLE>
<CAPTION>
                                  WHOLE LIVING, INC.
                            Consolidated Balance Sheets
                                 December 31, 2002

                  ASSETS
                                                As Previously
                                                Reported           As Restated      Change
                                                --------------   --------------    ------------

                                             <c>               <c>               <c>

Current Assets
  Accounts Receivable, Net                      $       33,445    $       33,445    $         -
  Inventory                                            653,667           653,667              -
  Prepaid Expenses                                      37,013            37,013              -
                                                --------------    --------------    ------------
Total Current Assets                                   724,125           724,125              -

Property & Equipment, Net                              256,120           256,120              -

Other Assets
  Goodwill, Net                                         17,318                 -        (17,318) (a)
  Intangibles, Net                                           -             8,659          8,659  (b)
  Deposits                                              36,435            36,435              -
                                                --------------    --------------    ------------
Total Other Assets                                      53,753            45,094         (8,659)
                                                --------------    --------------    ------------

  Total Assets                                  $    1,033,998    $    1,025,339    $    (8,659)
                                                ==============    ==============    ============

             LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank Overdraft                                $       27,212    $       27,212    $         -
  Accounts Payable                                     694,548           694,548              -
  Accrued Expenses                                     425,436           425,436              -
  Contingent Liabilities                               208,819           208,819              -
  Derivatives                                                -           365,000        365,000 (c)
  Current Portion of Long-Term Liabilities             420,000           420,000              -
                                                --------------    --------------    ------------
Total Current Liabilities                            1,776,015         2,141,015        365,000

Long Term Liabilities
  Notes Payable - Related Party                        420,000           420,000              -
  Less Current Portion                                (420,000)         (420,000)             -
                                                --------------    --------------    ------------
Total Long Term Liabilities                                  -                 -              -

  Total Liabilities                                  1,776,015         2,141,015        365,000

Stockholders' Equity
  Common Stock                                          32,850            32,850              -
  Additional Paid-In Capital                         9,337,002         9,012,002       (325,000)(d)
  Retained Deficit                                 (10,001,369)      (10,050,028)       (48,659)
  Prepaid Expenses                                    (110,500)         (110,500)             -
                                                --------------    --------------    ------------
Total Stockholders' Equity                            (742,017)       (1,115,676)      (373,659)
                                                --------------    --------------    ------------

  Total Liabilities and Stockholders' Equity    $    1,033,998    $    1,025,339    $    (8,659)
                                                ==============    ==============    ===========

(a) Decrease from reclassification of goodwill to amortizable intangibles.

(b) Increase from reclassification of goodwill to amortizable intangibles (net of 2002 amortization).

(c) Increase from reclassification of paid in capital to derivatives for application of EITF 00-19 and
    revaluation during 2002.

(d) Decrease from reclassification of paid in capital to derivatives for application of EITF 00-19.

                                                        29
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                            WHOLE LIVING, INC.
                                  Consolidated Statements of Operations
                                   For the Year Ended December 31, 2002

                                                 As Previously
                                                    Reported       As Restated       Change
                                                 --------------    -------------   ----------

                                              <c>               <c>             <c>
Sales                                            $   7,842,187     $  7,842,187    $        -

Cost Of Goods Sold                                   5,689,552        5,698,341         8,789  (c)
                                                 --------------    -------------   ----------

Gross Profit                                         2,152,635        2,143,846        (8,789)
                                                 --------------    -------------   ----------
Operating Expenses
  Selling Expenses                                     439,331          439,331             -
  General and Administrative                         3,579,733        3,579,603          (130) (a), (c)
                                                 --------------    -------------   ----------
    Total Operating Expenses                         4,019,064        4,018,934          (130)
                                                ---------------     ------------   ----------

Operating Income (Loss)                             (1,866,429)      (1,875,088)       (8,659)

Other Income (Expense)
  Acquisition Expense                                 (145,350)        (145,350)            -
  Loss on Disposal of Assets                           (24,168)         (24,168)            -
  Miscellaneous Expense                                (38,604)         (38,604)            -
  Gain (Loss) on Valuation of Derivatives                    -          (40,000)      (40,000) (b)
  Interest Income                                          542              542             -
  Interest Expense                                     (85,030)         (85,030)            -
                                                 --------------    -------------   ----------
     Total Other Income(Expense)                      (292,610)        (332,610)      (40,000)
                                                 --------------    -------------   ----------

Net Income (Loss) Before Income Taxes               (2,159,039)      (2,207,698)      (48,659)

Provision for Income Taxes                                   -                -             -
                                                 --------------    -------------   ----------

Net Income (Loss)                                $  (2,159,039)    $ (2,207,698)   $  (48,659)
                                                 ==============    =============   ==========

Weighted Average Income (Loss) Per Share                $(0.07)          $(0.08)        (0.01) (d)
                                                 ==============    =============   ==========

Weighted Average Shares Outstanding                 28,897,709       28,897,709             -
                                                 ==============    =============   ==========

      (a) Increase from amortization of intangibles.

      (b) Revaluation of derivatives according to EITF 00-19.

      (c) Reclassed portion of depreciation expense from general and administrative to cost of goods
          sold.

      (d) Increase of loss in EPS due to revisions in (a) & (b)


                                              30
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                     WHOLE LIVING, INC.
                                           Consolidated Statements of Cash Flows
                                            For the Year Ended December 31, 2002

                                                                As Previously
                                                                Reported           As Restated        Change
                                                                ------------       -------------      ----------

                                                             <c>                <c>                <c>

Cash Flows From Operating Activities
Net Income(Loss)                                                $(2,159,039)        $(2,207,698)       $(48,659) (d)
Adjustments to Reconcile Net Income(Loss) to
  Net Cash Provided(Used) in Operating Activities:
   Depreciation and Amortization                                    187,953             196,612           8,659  (a)
   Stock Issued for Services                                        225,805             225,805               -
   Warrants Issued for Services                                     325,000                   -        (325,000) (b)
   Prepaid Expense (Equity)                                        (110,500)           (110,500)              -
   Stock Issued for Acquisition Costs                               145,350             145,350               -
   Gain on Settlement of Debt                                        (4,453)             (4,453)              -
   Stock Issued for Interest                                         61,861              61,861               -
   Loss on Disposal of Assets                                        24,168              24,168               -
Changes in Assets and Liabilities
  (Increase) Decrease in:
   Accounts Receivable                                               16,555              16,555               -
   Receivables - Other                                               19,855              19,855               -
   Inventory                                                       (141,821)           (141,821)              -
   Prepaid Expenses                                                 (16,846)            (16,846)              -
  Increase (Decrease) in:
   Accounts Payable                                                 178,240             178,240               -
   Contingent Liabilities                                           208,819             208,819               -
   Derivatives                                                            -             365,000         365,000  (c)
   Accrued Expenses                                                  99,690              99,690               -
                                                                ------------       -------------      ----------
    Net Cash Provided(Used) by Operating Activities                (939,363)           (939,363)              -
                                                                ------------       -------------      ----------
Cash Flows from Investing Activities
  Cash Paid for Property and Equipment                             (121,034)           (121,034)              -
   Cash Received/Paid for Deposits                                   18,575              18,575               -
                                                                ------------       -------------      ----------
    Net Cash Provided(Used) by Investing Activities                (102,459)           (102,459)              -
                                                                ------------       -------------      ----------
Cash Flows from Financing Activities
   Bank Overdraft                                                    27,212              27,212               -
  Cash Received from Notes Payable - Related Party                  918,458             918,458               -
  Cash Paid for Notes Payable - Related Party                           (80)                (80)              -
                                                                ------------       -------------      ----------
    Net Cash Provided(Used) by Financing Activities                 945,590             945,590               -
                                                                ------------       -------------      ----------
Increase (Decrease) in Cash                                         (96,232)            (96,232)              -

Cash and Cash Equivalents at Beginning of Period                          -                   -               -
                                                                ------------       -------------      ----------
Cash and Cash Equivalents at End of Period                      $   (96,232)       $    (96,232)      $       -
                                                                ============       =============      ==========

         (a) Increase from amortization of intangibles.

         (b) Decrease from reclassification of paid in capital to derivatives for application of EITF 00-19.

         (c) Increase from reclassification of paid in capital to derivatives for application of EITF 00-19 and
             revaluation.

         (d) Net changes in net income (loss)


                                                               31
</TABLE>
<PAGE>






                             PART III
                            ---------

                        ITEM 13.  EXHIBITS

No.    Description
 3.1   Articles of Incorporation of Whole Living  (Incorporated by reference
       to Form exhibit 2.1 10-SB, as amended, filed August 9, 1999)
 3.2   Certificate of Amendment to Articles of Incorporation for Whole Living,
       Inc. (Incorporated by reference to exhibit 3.2 for Form 10-QSB, filed
       November 15, 2004)
 3.3   Bylaws of Whole Living (Incorporated by reference to exhibit 2.4 to the
       Form 10-SB, as amended, filed August 9, 1999)
10.1   Lease Agreement between Whole Living and Dare Associates, LLC, dated
       September 6, 2002  (Incorporated by reference to exhibit 10.1 for Form
       10-KSB, filed April 8, 2003)
10.2   Consultant Agreement between Whole Living and Summit Resource Group,
       Inc., dated April 30, 2002 (Incorporated by reference to exhibit 10.2
       to Form 10-QSB, filed November 19, 2002)
21.1   Subsidiaries of Whole Living, Inc. (Incorporated by reference to
       exhibit 21.1 for Form 10-QSB, filed November 14, 2003)
31.1   Chief Executive Officer Certification
31.2   Chief Financial Officer Certification
32.1   Section 1350 Certification

                            SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   WHOLE LIVING, INC.



Date: September 19, 2006        By: /s/ Ronald K. Williams
                                   ---------------------------------------
                                   Ronald K. Williams, President

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the dates indicated.


                                    /s/ Ronald K. WIlliams
Date: September 19, 2006           ----------------------------------------
                                   Ronald K. Williams
                                   Chairman of the Board, President and
                                   Chief Executive Officer


                                    /s/ Robert Reitz
Date: September 19, 2006           ----------------------------------------
                                   Robert Reitz
                                   Chief Financial Officer,
                                   Secretary/Treasurer and Director




                                32