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

                          FORM 10-KSB/A
                         Amendment No. 1

[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.  Specifically, 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.  See Note
9 to the financial statements for further explanation.  Other than these
changes, the disclosures in this amended report are as of the initial filing
date of April 1, 2005 and do not include subsequent events.


                        TABLE OF CONTENTS

                             PART II


Item 6.   Management's Discussion and Analysis..............................3
Item 7.   Financial Statements..............................................6
Item 8A.  Controls and Procedures..........................................23

                             PART III

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters..................................23
Item 13.  Exhibits.........................................................24
Signatures.................................................................26




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


                                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 which can 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 accumulated 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.

Net cash used by operating activities was $1,444,489 for the 2004 year
compared to $730,132 for the 2003 year.  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 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

                                3

<PAGE>


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.

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

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

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

Cost of goods sold                                9,459,391       5,326,683

Gross profit                                      2,864,582       1,431,852

Total operating expenses                          3,738,458       3,929,770

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.

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 both 2003 and
2004.  Distributor commissions are paid to


                                4

<PAGE>


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 5.1% 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 $3,473,614 for the
2004 year compared to $2,988,737 for the 2003 year.

Total other income/expense for the 2004 year included a loss for contingent
liabilities of a $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.

      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              $     (358,800)    $    (1,018,196)


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.  Accounts receivable for 2003 were higher due to
account renewal fees, transit credit card sales and sales receivable from the
Australian sales office.  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 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.


                                5

<PAGE>

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....................12-22



                                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 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 and Note 8 dated March 29, 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
<PAGE>



                        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                                   5,326,683     9,459,391
                                                 -------------- -------------

Gross Profit                                         1,431,852     2,864,582
                                                 -------------- -------------
Operating Expenses
  Selling Expenses                                     456,156       749,721
  General and Administrative                         3,473,614     2,988,737
                                                 -------------- -------------
    Total Operating Expenses                         3,929,770     3,738,458
                                                 -------------- -------------

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
                                                 ============== ==============

NOTE 3 - LONG-TERM LIABILITIES

Long term liabilities are detailed in the following schedules as of December
31, 2004 and 2003:

                                                           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.


                                22

<PAGE>

                ITEM 8A.  CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Exchange
Act is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the SEC.  This information is accumulated
and communicated to our executive officers to allow timely decisions regarding
required disclosure.  Our Chief Executive Officer and Chief Financial Officer
have evaluated the effectiveness of our disclosure controls and procedures as
of the end of the period covered by this report.  Based on that evaluation,
they concluded that our disclosure controls and procedures were not effective
as of December 31, 2004.  They identified a weakness in our disclosure
controls and procedures with respect to applying existing accounting
pronouncements regarding the treatment of derivative securities bearing
registration rights and the associated accounting entries.  Management is
taking steps to implement appropriate corrective action including, but not
limited to, changes to the way we process and evaluate instruments with
derivative securities that are granted registration rights.

Other than the actions described above, there has been no change in our
internal control over financial reporting during the year ended December 31,
2004 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.


                             PART III

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                 AND RELATED STOCKHOLDER MATTERS

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

The following table lists the securities authorized for issuance under any
equity compensation plans approved by our shareholders and any equity
compensation plans not approved by our shareholders.  This chart also includes
individual compensation arrangements.

               EQUITY COMPENSATION PLAN INFORMATION

_____________________________________________________________________________
                                                              Number of
                                                              securities
                                                              remaining
                                                              available for
                                                              future issuance
                                                              under equity
                   Number of securities   Weighted-average    compensation
                   to be issued upon      exercise price of   plans (excluding
                   exercise of out-       outstanding         securities
                   standing options,      options, warrants   reflected
Plan category      warrants and rights    and rights          in column (a))
                          (a)                (b)                  (c)
______________________________________________________________________________
Equity compensation
plans approved by
security holders           0                  0                    0

Equity compensation
plans not approved
by security holders     2,900,000 (1)      $  0.41             2,587,482

Total                   2,900,000          $  0.41             2,587,482
______________________________________________________________________________

      (1) Represents 1,400,000 options and 1,500,000 warrants


      Employee Stock Option Plan

In July 2, 2001 our board of directors approved the Employee Stock Ownership
Plan which covers both current and


                                23

<PAGE>


prospective employees, consultants and directors.  This plan was not approved
by our shareholders. The exercise price of each option granted under the plan
is determined by our board of directors and cannot be less than 100% of the
fair market value of common shares on the date of grant.  The options
currently outstanding expire in two to four years.  The aggregate number of
options that may be awarded under the plan automatically increases by a number
equal to the lesser of 5% of the total number of common shares outstanding or
2,500,000.

      Consulting Agreements

Warrants to purchase 1,500,000 are related to a consulting agreement between
Whole Living and Summit Resource Group, Inc.  On April 30, 2002 we granted
warrants to purchase 1,500,000 common shares in consideration for one year of
investor relations consulting services valued at approximately $325,000.  The
consulting services related to "investor relations" dealings with the NASD
broker/dealers and the investing public.  The exercise prices of the warrants
were 1,000,000 shares at $0.25, which vested immediately; and 500,000 shares
at $0.50 that vested July 31, 2002.  All of the warrants have a five year
expiration and include piggy back registration rights.

BENEFICIAL OWNERS

The following table sets forth the beneficial ownership of our management.  We
are unaware of any person or group who beneficially owns more than 5% of our
outstanding common stock.  Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment power
with respect to securities.  Except as indicated by footnote, the persons
named in the table below have sole voting power and investment power with
respect to the shares of common stock shown as beneficially owned by them.
The percentage of beneficial ownership is based upon 66,377,245 shares of
common stock outstanding as of March 3, 2005 and any shares the each of the
following persons may acquire within 60 days by the exercise of warrants
and/or options.

                            MANAGEMENT

Name and Address of        Number of Shares of   Underlying Shares  Percentage
Beneficial Owners          Common Stock          Options (1)        of Class
_______________________    __________________    _________________  __________
Douglas J. Burdick              400,000               350,000         1.1%
433 East Bay Boulevard
Provo, Utah  84606

William M. Fifield               15,000                80,000     Less than 1%
433 East Bay Boulevard
Provo, Utah  84606

All executive officers and      415,000               430,000          1.3%
directors as a group

   (1) Includes options exercisable within the next 60 days.


                        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)

                                24

<PAGE>


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



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<PAGE>


                            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.



                                 /S/ Ronald K. Williams
Date: April 3, 2006          By: _______________________________________
                                 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.




Date: April 3, 2006              /s/ Ronald K. Williams
                                 ________________________________________
                                 Ronald K. Williams
                                 Chairman of the Board, President and
                                 Chief Executive Officer


                                 /s/ Robert Reitz
Date: April 3, 2006              _________________________________________
                                 Robert Reitz
                                 Chief Financial Officer, Secretary/
                                 Treasurer and Director



                                  /s/ Brenda Huang
Date: April 3, 2006              _________________________________________
                                 Brenda Huang
                                 Director



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