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


                           FORM 10-KSB

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

           For the fiscal year ended: December 31, 2002

                                OR

[ ]   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.)


433 East Bay Boulevard, Provo, Utah            84606
---------------------------------------      --------
(Address of principal executive offices)    (Zip code)


Issuer's telephone number, including area code: (801) 655-1000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

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. [ ]

State issuer's revenue for its most recent fiscal year: $7,842,187

As of March 24, 2003, the registrant had 32,849,640 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 $7,575,140.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

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                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of business.............................................3
Item 2.  Description of property............................................11
Item 3.  Legal proceedings..................................................11
Item 4.  Submission of matters to a vote of security holders................12

                             PART II

Item 5.  Market for common equity and related stockholder matters...........12
Item 6.  Management's discussion and analysis...............................17
Item 7.  Financial statements...............................................20
Item 8.  Changes in and disagreements with accountants......................39

                             PART III

Item 9.  Directors and executive officers; compliance with Section 16(a)....39
Item 10. Executive compensation.............................................40
Item 11. Security ownership of certain beneficial owners and management.....41
Item 12. Certain relationships and related transactions.....................42
Item 13. Exhibits and reports on Form 8-K...................................42
Item 14. Controls and Procedures............................................43
Signatures and Certifications...............................................44






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

                    FORWARD LOOKING STATEMENTS

     This annual report contains certain forward-looking statements and for
this purpose any statements contained in this annual report that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate" or "continue" or comparable terminology
are intended to identify forward-looking statements.  These statements by
their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are not
within Whole Living's control.  These factors include but are not limited to
economic conditions generally and in the markets in which Whole Living may
participate; competition within Whole Living's chosen industry, including
competition from much larger competitors; technological advances of
competitors and failure by Whole Living to successfully develop business
relationships.




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                              PART I

                         ITEM 1: BUSINESS

Historical Development

     Whole Living, Inc. was incorporated in the state of Nevada on March 18,
1999.  On March 19, 1999 Brick Tower Corporation, an Idaho corporation
(formerly Hystar Aerospace Marketing Corporation of Idaho), merged with Whole
Living for the sole purpose of changing Brick Tower's domicile from Idaho to
Nevada.  In May of 1999, Whole Living completed a reverse merger with Whole
Living Inc., a Utah corporation.  Whole Living Utah had been formed on
November 25, 1998 and owned the products and formulas presently being marketed
by Whole Living, as well as the trademark "Brain Garden."

     Brain Garden, Inc., a Nevada corporation, was formed by Whole Living on
May 30, 2002, and Whole Living transferred the assets related to the Brain
Garden products to this wholly-owned subsidiary.  Brain Garden is a total
lifestyle company focused on improving mental and physical performance.  Brain
Garden employs a network marketing system to sell its products to customers
and independent distributors, and it relies on independent distributors to
sponsor new distributors.

     On July 8, 2002, Whole Living, Inc., Vestrio Corporation, a Utah
corporation, and Simple Online Solutions, LLC, a Utah limited liability
company, entered into an Agreement and Plan of Reorganization by which Whole
Living acquired Vestrio and Simple Online Solutions through a stock-for-stock
exchange.  However, on December 31, 2002, this acquisition was rescinded.

Business of Brain Garden, Inc.

     Whole Living is a holding company which operates through its wholly-owned
subsidiary, Brain Garden, Inc.  Brain Garden is a total lifestyle company
focused on bringing to our customers convenient whole foods, synthetic-free
alternatives for virtually everything in your medicine cabinet, toxin free
household cleaners and personal care products designed to improve mental and
physical performance.  In the world of health and weight loss -- simplicity
and convenience are key.  We've divided nutrition into three categories:
     1.   Primary Nutrition = This is raw whole fruits, vegetables, nuts,
seeds, grains and legumes with all their complex nutrients designed by mother
nature to keep us healthy.
     2.   Secondary Nutrition = This is the supplementation world.  All the
pills, vitamins, shakes and powders that we add to our daily diet make up this
world.
     3.   Empty Nutrition = This is the processed, fast food, microwavable,
junk food, chemically fortified and nutritionally emptied food.

     We believe all three impact your health but only primary nutrition holds
the key to permanent health success.  We have combined the power of primary
nutrition with the real secret to great health - Convenience.  We believe that
of  the above three categories of nutrition the category that has not added
convenience is primary nutrition.

     We have launched a program that is designed to bring our message of
convenient primary nutrition to the masses.  The program is called "Food
First."  Our program is designed to educate people on the power of primary
nutrition and then put them on a 10-day program to prove it to themselves.  We
have hundreds of trained "facilitators" that are providing 30-minute
educational meetings all over the world every single week so that our
customers and distributors can learn about good nutrition.  At the end of
these meetings our facilitators invite our customers to participate in the
Food First Program.  Those that choose to participate receive a 10-day supply
of food ($199 U.S. value), personal health web site, Food First magazines and
CD's.  We provide this program to our customers for only the cost of shipping
and handling (approximately $15 U.S.) as long as our customers provide us with
three simple things:
     1.   Fill out a simple online questionnaire;


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     2.   Complete their online 10 day health journal; and
     3.   Complete their online health questionnaire at the end of their 10-
day program.

     The Food First business model is very simple.  The more people who are
educated and experience the power of primary nutrition in their own body, the
more people who will buy our convenient primary nutrition products.  We
believe this inexpensive trial provides documented results from customers that
will make it much easier to convince the next customer to try our Food First
Program.  Our test market, which included more than 2,000 participants,
provided theses results, which varied from individual to individual:
     .   an average of 10.5 pounds lost,
     .   lower blood pressure,
     .   lower cholesterol,
     .   lower blood sugar level,
     .   clearer skin,
     .   relief from acid reflux,
     .   more energy,
     .   better sleep,
     .   clearer mind,
     .   fewer cravings, and
     .   improved moods.

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

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

     Principal Products

     Our major primary nutrition product is Pulse, which consists of a variety
of nuts, seeds, fruits and grains.  Pulse is packaged loose both individual
and in family size canisters.  We believe nutritional science is strongly
pointing to frequent snacking throughout the day as opposed to "three square
meals." Pulse may be used as a snack or a meal replacement.  Pulse has the
proteins, fibers, carbohydrates and other nutrients needed in a healthy diet
and comes in eight different flavors.  Pulse also is an integral part of two
of our programs called Food First and Food for Life.  Our other major primary
nutrition snack products include Finally Fruit, Parched Pulse and Brain Grain.
90% of our product sales come from our convenient primary nutrition products.

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

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

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ingredients.  Pro L'eve is.  The Earthborn Creations  personal care, essential
oils and associated products were approximately 10% of our revenues for the
fiscal year 2002.

     Product Guarantees.   Though we have a 100% satisfaction policy; due to
the perishable nature of our natural products we only offer product exchanges,
not returns in general.  We charge 15% of the purchase price as a restocking
fee for the cancellation of an order which is not faulty.  Our experience with
actual product returns has averaged approximately 1% of sales for the 2002 and
2001 fiscal year.

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

     Distribution Network

     We have sales offices located in Provo, Utah, and Clear Island,
Queensland, Australia.  We buy raw materials from third-party suppliers (See,
"Raw Materials and Suppliers," below), manufacture our food products in-house
and warehouse the majority of the bulk food product at our facility here in
the United States. The bulk product is either prepared for product orders here
in the United States or shipped to Australia and the final fulfillment is
accomplished at that location.

     Distributors pay for products prior to shipment, therefore we carry
minimal accounts receivable.  Distributors place orders by phone using an
automated system or by placing the order with our order takers.  They usually
pay for the products with a credit card.  Less than 2% of our sales are paid
for with cash.  Typically, we experience back orders with less than 1% of our
orders.

     Unigen Plan. We rely on network marketing for the distribution of our
products.  Our revenue depends directly upon the sales efforts of our
distributors. We distribute our products exclusively through independent
distributors who have contracted directly with us.  Anyone can purchase
products from us for personal use or resell, and has the potential to earn
commissions.  Those individuals who sign up as a distributor can sponsor other
distributors and earn commissions from the resale of our products as well.
Management believes that one of our key competitive advantages is our "Unigen"
distributor compensation plan (the "Unigen Plan").

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

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

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

     We combine direct sales with what we call a "deep generational pay
program."  Generational pay programs are currently being used by Young Living
Essential Oils, Neways, LifeForce International and New



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<PAGE>

Vision.  Under a generational program, a distributor receives a small
percentage from other distributors that are brought on line below them, both
directly and indirectly via the "legs."  In our system, this generational
concept is tied into our Captain, Team Captain and All Star classifications.
As a distributor gains more "qualified legs" which qualify through monthly
purchasing volume, his status changes and his percentage of generational
compensation increases.

     For example, to obtain the status of Captain, a distributor needs at
least three "active" legs which is defined as a leg that has at least the
minimum monthly purchasing volume.  As a distributor adds new "active" legs
and builds depth, his or her status moves from Captain to Team Leader, All
Star, etc.  At each new level, the generational compensation percentages and
amount of compensation increases.  Therefore, an established distributor may
receive a percentage of sales generated by an ever growing number of new
distributors that are brought into the program in his or her down line.  In
our system, these levels can extend downward in many different directions as
new distributors build their own legs or "generations."  At a predetermined
point, the founding distributor can be blocked from receiving new compensation
directly from a portion of a successful, active leg.  While the original
distributor will continue to receive a percentage of the sales generated by
other down line distributors, he or she will stop receiving compensation from
distributors below this predetermined cut-off generation of a successful leg.
Because this block can only occur after several generations, we have
classified our program as a "deep generational pay program."

     A distributor must establish personal volume ("PV"), and active legs to
create group volume.  If one person in a leg sells the defined minimum monthly
volume or PV, that leg becomes "active."   To obtain the rank of Captain, a
distributor must have at least 100 or 150 PV, depending on certain programs
which are available, have three active legs with each generating at least 600
in group volume and have a total group volume of 3,000.   A Team Capatian
requires 100 or 150 PV, three active legs each generating at least 3,000 in
group volume, and a total group volume of 12,000.  An All Star must have the
100 or150 PV, three active legs with 12,000 group volume per leg and a total
group volume of 40,000.  A distributor's rank may vary from month to month
based upon the increase and decrease in his or her monthly volume.

     In addition to the highest levels, we have two lower level distributor
classifications consisting of Team Builder and Team Leader.  To qualify as a
Team Builder, a distributor must have personal monthly purchases totaling over
100 PV units and one "active" 100 PV leg.  A Team Leader is a distributor that
has attained the Team Leader level of 100 PV units in personal purchases and
has established two "active" legs.

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

     For management purposes such as product purchasing, sales estimating,
forecasting, and incentive planning, we use a second distributor definition
known as currently "active distributors" which includes those distributors
who, by their recent level of activity, are most likely to purchase products
and sell our products in the near future.  We use the last six months as the
critical time frame within which we classify any distributor who has purchased
any products from us as "active."  As of December 31, 2002 approximately
20,000 of our distributors fell into this category, with 28 distributorships
at the Team Captain level and 13 at the All-Star executive distributor levels,
which are our two highest executive distributor levels.  These
distributorships have extensive downline networks and account for the majority
of our revenue.
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     At the present time, it is not possible to quantify the amount of revenue
provided by each type or classification of distributorship.  At this time we
do not have the ability to generate that type of report.  Because our program
is based on monthly sales volume, the amount of revenue generated by an
individual distributor and his down line will vary from month to month based
on the fluctuating activity of the levels below that distributor.

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

     We promote sponsoring by using Food First meetings all over the world.
Generally, distributors invite friends, family members, and acquaintances to
Food First meetings.  People are often attracted to become distributors after
using our products and becoming regular retail consumers.  Once a person
becomes a distributor, he or she is able to purchase products directly from us
at wholesale prices for resale to consumers at party plans or for personal
consumption.  The distributor is also entitled to sponsor other distributors
in order to build a network of distributors and product users.

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

     Compensation.  Each product carries a specified number of bonus volume
points.  Commissions are based on a distributor's personal and group bonus
volume.  A distributor receives commissions based on a percentage of bonus
volume of his or her downline each month.  Bonus volume points are essentially
based upon a percentage of the product's wholesale cost, net of any
point-of-sale taxes.  As a distributor's retail business expands and as he or
she successfully sponsors other distributors into the business, which in turn
expand their own businesses, he or she receives more commissions from downline
sales.  Generally, a distributor can receive commission bonuses only if, on a
monthly basis, (i) the distributor achieves at least 100 points (approximately
$125.00) in personal sales volume, and (ii) the distributor is not in default
of any material policies or procedures.

     Rules Affecting Distributors.  A potential distributor must enter into a
standard distributor agreement which obligates the distributor to abide by our
policies and procedures.  Any person who wishes to can join us as a
distributor to purchase products for personal use or to build a down line
sales organization.  In order to become a distributor, a person must purchase
a Garden Starter Kit which sells for $39.95 in the United States.  The Garden
Starter Kit provides the new distribution with basic literature, a product
video, a "The Answer: Primary Nutrition" video, product samples, a Pulse Party
web site, training materials, guidelines, order forms, price lists, party plan
information and handouts, and other helpful literature.  The price and
contents of the Garden Starter Kit vary in each of our foreign markets.  The
sale of these materials and other business tools account for 10% of our
revenues.  No distributor is required to purchase a large inventory of
products when he/she starts.  However, in order to receive compensation as a
distributor and thereby become "active," personal monthly purchases/sales are
required.

      Our standard distributor agreement and policies and procedures, which
outline the scope of permissible distributor marketing activities, are posted
on our web site and the compensation plan is provided in every Garden Starter
Kit.  Our distributor rules and guidelines are designed to provide
distributors with maximum flexibility and

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opportunity within the bounds of governmental regulations regarding network
marketing and prudent business policies and procedures.  Distributors are
independent contractors and are thus prohibited from representing themselves
as our agents or as employees of Brain Garden.  Distributors are obligated to
present our products and business opportunity ethically and professionally.
Distributors agree to abide by all local, state and federal laws and
regulations pertaining to the advertising, sale and distribution of our
products.  All advertising must be factual and not misleading and a
distributor will be terminated for making false claims about the income
potential, the compensation plan, or product efficacy.

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

     We are not in a position to provide the same level of direction,
motivation, and oversight to our distributors as we would our own employees
because the distributors are independent contractors.  We systematically
review alleged reports of distributor misbehavior, but the large number of
distributors and their independent status make it difficult to enforce
distributor policies and procedures.  If we determine that a distributor has
violated any of the distributor policies or procedures, we may either
terminate the distributor's rights completely or impose sanctions such as
warnings, probation, withdraws or denial of an award, suspension of privileges
of a distributorship, withholding commissions until specified conditions are
satisfied, or other appropriate injunctive relief.  To date, no distributors
have been terminated for violation of distributor policies or procedures.  A
distributor may voluntarily terminate his or her distributorship at any time.

     Markets

     We provide functional food products which are natural foods that are
eaten to achieve particular effects in the body.  The nutritional supplement
industry (supplements, herbs, etc.) has been flat in recent years while
functional foods has experienced growth.  Based upon our informal review of
our market, we believe the functional foods industry is approximately $10
billion dollars and has experienced growth rates over the past several years
of well over 20% per year.

     Internet.  We include a "Pulse Party" web site with each Garden Starter
Kit.  This web site gives each independent distributor an immediate online
presence and personal URL for their business.  Features on this web site
include company information, flash presentation, online registration of  new
distributors, online product ordering, online customer service and a "contact
me" function that allows anyone visiting the site to contact, via email, the
distributor directly.  Also featured on the Pulse Party site is the BG
Backroom.  This site is exclusively for Brain Garden(TM) distributors and is
password protected.  In the BG Backroom, distributors have access to
up-to-the-minute company news, product tracking, product information, and a
frequently asked questions page, among other things.

     Product Development.

     We are committed to expanding our convenient primary nutrition line with
products that are easy to use, easy to sell and which are effective.  During
fiscal year 2002 we did not have costs related to research and development.
However, we anticipate that the launch of our foreign markets will increase
the potential for further research and development of our product lines.  In
addition, we are examining relationships with international banks to supply
online banking services between Brain Garden and our foreign distributors.


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     Competition

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

     Our primary nutrition snack products compete with "health bars" and
nutritional supplements offered by companies such as Amway, Nu Skin
Enterprises, Inc., Nature's Sunshine Products and Shaklee.  Nu Skin, Amway and
Young Living Essential Oils dominate the essential oils and personal care
product market for our Whole Living products.

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

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

     Raw Materials and Suppliers

     Since our shift to in-house manufacturing in 2002, we have more freedom
to use any supplier we wish, which gives us more control over our product
costs, quality and the time line for delivery.  We may purchase our raw
materials from several different sources and most of the raw materials we use
are readily available in the market place.  We maintain our product inventory
using a system in which we keep a 4-8 week inventory based on the product's
anticipated movement.

     During the fiscal year 2001, a majority of our products were produced by
manufacturers unaffiliated with us and the products were produced according to
specifications provided by us or developed by the manufacturers for us.
During 2001 we used approximately twelve major suppliers and vendors for food
ingredients, packaging, and printing.  Future 500 Corporation, a food
processing and packaging company, and Jensen's Choice Foods located in
Huntingdale, Victoria, Australia, supplied approximately 75% of our food
products.

     Trademarks, Patents and Intellectual Property

     We have secured trademark protection for Brain Garden(TM).  We are in the
process of securing trademarks for our Brain Garden logo, "Sol Saltz,"
"Earthborn Creations," "Food First," "Food For Life," and are considering
protection for several other product names. We consider our trademark
protection to be very important to brand name recognition and distributor and
consumer loyalty to our business.  We intend to register our important


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trademarks in the United States.  In addition, a number of our products
utilize proprietary formulations, but we do not own any patents for these
products.

     Government Regulations

     Direct Selling Activities.  Direct selling activities are regulated by
various federal, state and local governmental agencies in the United States
and foreign countries.  We believe that our method of distribution is in
compliance in all material respects with the laws and regulations relating to
direct selling activities in the United States and Australia.  These laws and
regulations are generally intended to prevent fraudulent or deceptive schemes,
often referred to as "pyramid," "money games," "business opportunity" or
"chain sales" schemes, that promise quick rewards for little or no effort,
require high entry costs, use high pressure recruiting methods, and/or do not
involve legitimate products.  The laws and regulations in our current markets
often (i) impose certain cancellation/product return, inventory buy-backs and
"cooling-off" rights for consumers and distributors, (ii) require us or our
distributors to register with the governmental agency, (iii) impose certain
requirements on us, and/or (iv) impose various requirements, such as requiring
distributors to have certain levels of retail sales to qualify to receive
commissions.  The purpose of these laws and regulations is to ensure that
distributors are being compensated for sales of products and not for
recruitment of new distributors.  The extent and provisions of these laws vary
from state to state and internationally.  International laws may impose
significant restrictions and limitations on our business operations.  For
example, in Canada and Japan the government does not allow distributors to
purchase product for resale.  All products purchased by consumers in these
countries must be purchased for personal use only.

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

     Regulation of Personal Care and Nutritional Food Products.  Our products
and related marketing and advertising are subject to governmental regulation
by various domestic agencies and authorities, including the Food and Drug
Administration who regulates food, medical products and cosmetics.  The
advertising and marketing of our products are regulated by the Federal Trade
Commission which enforces consumer protection laws in regards to truth in
advertising.  The Consumer Product Safety Commission protects the public from
unreasonable risk of injuries and death associated with consumer products, and
the United States Department of Agriculture regulates food safety and quality.
Similar types of agencies exist in our foreign markets. To date, we have not
experienced any complications regarding health and safety and food and drug
regulations for our products.

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

     Employees

     We have 70 full time employees and 5 part-time employees in the United
States and Australia.  Nine of these employees directly support the
distributor network.  We do not anticipate increasing the number of employees


                                10

<PAGE>

at this time.  However, if we experience significant growth, we may be
required to hire new employees as necessary.  Our employees are not presently
covered by any collective bargaining agreement.  We believe our relationships
with our employees are good and we have not experienced any work stoppages.


                        ITEM 2: PROPERTIES

     In September 2002 we consolidated our operations into a single facility
located in Provo, Utah, which houses the corporate offices, manufacturing and
fulfillment.  This two story 40,000 square foot facility is Brain Garden's new
international headquarters.  We entered into a lease with Dare Associates,
LLC, for the property on September 6, 2002.  The lease agreement provides that
we pay a monthly base rent of approximately $15,000 and additional fees
estimated to be approximately $2,500 for taxes, assessments and insurance.
However, the lease agreement provides that we were not required to pay the
monthly base rent until after December 31, 2002.  The lease expires on
December 31, 2005, unless we elect to renew it for an additional three years
and under new lease terms.  The  lease may be terminated upon any material
breach by us or in the case of fire where repair cannot be accomplished in a
timely manner as described in the lease agreement.  In addition, we have an
option to buy the property for $2.5 million which is effective for the first
nine months of the lease, expiring May 31, 2003.

                    ITEM 3: LEGAL PROCEEDINGS

     On March 17, 2003, Whole Living filed an action for a preliminary
injunction in the United States District Court, District of Utah, Central
Division against Don Tolman, a former consultant and founder of Brain Garden
product lines.  The purpose of the injunction is to stop Mr. Tolman from
competing against the company.  At a preliminary hearing on April 2, 2003, the
court issued a temporary restraining order which expires April 10, 2003, and a
hearing is set for April 10, 2003, related to the preliminary injunction
against Don Tolman.

     On August 17, 2001, Lorraine Butler filed an action for damages for pain
and suffering resulting from the use of our products.  She initially filed the
action against Whole Life, Inc. and Brain Garden, Inc. in the Circuit Court of
Lane County, Oregon.  On April 9, 2002, Ms. Butler was awarded a default
judgment of $100,000 plus interest in the Oregon court and then obtained a
foreign judgment in the state of Utah on August 2, 2002.  Whole Living moved
for an order setting aside the default, a new trial, amendment to the
judgment, or a declaration that the Oregon judgment was not entered against
Whole Living.  On December 5, 2002, the Fourth Judicial District Court, State
of Utah, Utah County, Provo Department determined that the default judgment
was not valid and enforceable against Whole Living.  Subsequently, in January
of 2003, the Oregon court permitted Ms. Butler to change the named defendant
to Whole Living, Inc.  We requested relief from the Oregon default judgment,
but this request has not been ruled upon by the Oregon court.  We intend to
contest the Oregon court's granting of Butler's motion to amend and hope the
default will be set aside.  Then we expect to contest Ms. Butler's claims of
pain and suffering through a trial.

      On January 28, 2003, Dave Nicolson filed a complaint in the Fourth
Judicial District Court, Utah County, State of Utah against Whole Living and
Vestrio, Inc., a former wholly owned subsidiary.  The claim is based upon an
agreement by and between Whole Living, Vestrio and Nicolson, in which Whole
Living and Vestrio agreed to pay Mr. Nicolson $250,000 to continue his
distributor relationship with both companies.  Mr. Nicolson alleges that the
first payment of $50,000 was made, but none of the subsequent payments were
paid when due.  Whole Living has filed an answer and counterclaim against
Nicolson in which we claim rescission of the agreement based on fraud, mistake
and undue influence, and voidance of the contract based on lack and failure of
consideration.

      We are involved in various other disputes and legal claims arising in
the normal course of our business.  In the opinion of management any resulting
litigation will not have a material effect on our financial position and
results of operations.

                                11

<PAGE>

   ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2002 fiscal year.


                             PART II

 ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock is listed on the NASD OTC Bulletin Board under the
symbol "WLIV."  The following table represents the range of the high and low
bid prices for the past two fiscal years of our stock as reported by the OTC
Bulletin Board Historical Data Service.  These quotations represent prices
between dealers and may not include retail markups, markdowns, or commissions
and may not necessarily represent actual transactions. We cannot ensure that
an active public market will develop in our common stock or that a shareholder
may be able to liquidate his investment without considerable delay, if at all.

                  Year  Quarter Ended     High    Low
                  ----  --------------    ------  ------
                  2001  March 31          $ 0.81  $ 0.38
                        June 30             0.53    0.26
                        September 30        1.10    0.30
                        December 31         0.77    0.36

                  2002  March 31          $ 0.45  $ 0.19
                        June 30             0.75    0.12
                        September 30        0.58    0.25
                        December 31         0.39    0.16

     Our shares are subject to section 15(g) and rule 15g-9 of the Securities
and Exchange Act, commonly referred to as the "penny stock" rule.  The rule
defines penny stock to be any equity security that has a market price less
than $5.00 per share, subject to certain exceptions.  The rule provides that
any equity security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting specified
criteria set by the SEC; authorized for quotation from the NASDAQ stock
market; issued by a registered investment company; excluded from the
definition on the basis of price at least $5.00 per share or the issuer's net
tangible assets.  If our shares are deemed to be a penny stock, trading in the
shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established
customers and accredited investors.  Accredited investors, in general, include
individuals with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse, and certain institutional
investors.

     For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such security and must
have received the purchaser's written consent to the transaction prior to the
purchase.  Additionally, for any transaction involving a penny stock, the
rules require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock.  A broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative, and current quotations for the security.  Finally, monthly
statements must be sent disclosing recent price information for the penny
stocks.  Consequently, these rules may restrict the ability of broker-dealers
to trade or maintain a market in our common stock and may affect the ability
of shareholders to sell their shares.

Holders

                                12

<PAGE>

     As of March 13, 2003, we had approximately 140 shareholders of record.
We had options to purchase 2,345,000 shares outstanding which are exercisable
through September 2006 and warrants to purchase 1,900,000 shares outstanding
which are exercisable through April 2007.

Dividends

     We have not paid cash or stock dividends and have no present plan to pay
any dividends, intending instead to reinvest our earnings, if any.  For the
foreseeable future, we expect to retain any earnings to finance the operation
and expansion of our business.  In addition, it is anticipated that the terms
of future debt and/or equity financing may restrict the payment of cash
dividends.  Therefore, the payment of any cash dividends on the common stock
is unlikely.  We are not presently subject to any restriction on our present
or future liability to pay any dividends.

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 compen-
sation plans
approved by
security holders         0                  0                    0
---------------- ---------------------- ------------------- -----------------
Equity compen-
sation plans
not approved by
security holders     4,245,000 (1)        $  0.44            1,642,482
----------------- --------------------- ------------------- -----------------

Total                4,245,000             $ 0.44            1,642,482
-----------------------------------------------------------------------------

           (1) Represents 2,345,000 options and 1,900,000 warrants


     Employee Stock Option Plan

     In July 2, 2001 we established the Employee Stock Ownership Plan which
covers both current and 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.

Recent Sales of Unregistered Securities

     The following discussion describes all securities sold by us within the
past three years without registration.

                                13

<PAGE>

     On December 13, 2002, we issued 50,000 shares to First Equity Holdings
Corp. to convert debt valued at approximately $10,000.  We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

     On November 14, 2002, our Board authorized the issuance of 400,000 shares
to G. Maxwell as settlement of an outstanding agreement between Mr. Maxwell
and Vestrio Corp.  The agreement was valued at approximately $81,000, with
interest.  We relied on an exemption from registration for a private
transaction not involving a public distribution provided by Section 4(2) under
the Securities Act.

     On November 14, 2002, our Board authorized the issuance of an aggregate
of 170,000 common shares, valued at approximately $34,000, to twenty-five
employees.  We relied on an exemption from registration for a private
transaction not involving a public distribution provided by Section 4(2) under
the Securities Act.

     On August 14, 2002, we authorized the issuance of 110,000 common shares
to Universal Business Insurance in consideration for officer and directors'
liability insurance valued at $41,140.  We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

     On July 8, 2002, we agreed to issue an aggregate of 6,000,000 shares to
seven shareholders of Vestrio Corporation in exchange for all of Vestrio's
issued and outstanding shares.  We placed these shares into an escrow account
and then distributed them in July 2002.  These shares were valued at
approximately $2,940,000.  We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.  These share were subsequently canceled and
returned to the corporate treasury.

     On June 20, 2002, we issued 100,000 common shares to Brock Madsen and
50,000 shares to Matt Madsen in consideration for the settlement of their
rights and claims against Vestrio Corporation which were valued at
approximately $64,500.  We relied on an exemption from registration for a
private transaction not involving a public distribution provided by Section
4(2) under the Securities Act.

     On May 3, 2002, we issued 1,325,300 shares to RB Mutual Ventures, Inc. to
satisfy a promissory note totaling $225,301 with interest.  These shares
include piggy back registration rights.  We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

     On May 1, 2002, we issued 400,000 common shares to Douglas J. Burdick and
200,000 shares to Jeffrey R. Brudos in consideration for services rendered to
Whole Living.   Mr. Burdick provided services valued at approximately $84,000
and Mr. Brudos provided services valued at approximately $42,000.  We relied
on an exemption from registration for a private transaction not involving a
public distribution provided by Section 4(2) under the Securities Act.

     On April 30, 2002, we granted warrants to purchase 1,500,000 common
shares to Summit Resource Group, Inc. in consideration for investor relations
consulting services valued at approximately $325,000.  The exercise prices of
the warrants are 1,000,000 shares at $0.25, which vested immediately; and
500,000 shares at $0.50 which vest July 31, 2002.  All of the warrants have a
five year expiration and include piggy back registration rights. We relied on
an exemption from registration for a private transaction not involving a
public distribution provided by Section 4(2) of the Securities Act.

     On April 3, 2002, we issued an aggregate of 6,000,000 common shares to
three persons as settlement of outstanding promissory notes valued at
$881,559.  We issued 2,000,000 shares to Broad Investment Partners, LLC;
2,000,000 shares to Empire Fund Managers, and 2,000,000 shares to Buena Vista
Consulting, Inc. These shares include piggy back registration rights.  We
relied on an exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) under the Securities
Act.


                                14

<PAGE>

    On January 14, 2002, we issued an aggregate of 40,000 common shares to
three individuals.  We issued 10,000 shares to Daniel Penoel for consulting
services valued at approximately $3,200. We issued 5,000 common shares valued
at approximately $1,600 to Chris Neville as compensation for services rendered
to Brain Garden Australia.  Richard F. Wogksch received 25,000 shares valued
at $8,000 as severance compensation.  We relied on an exemption from
registration for a private transaction not involving a public distribution
provided by Section 4(2) under the Securities Act.

     On October 15, 2001, we granted options to thirteen employees to purchase
an aggregate of 350,000 common shares at an exercise price of $0.50.  The
options expire October 15, 2004.   We relied on an exemption from registration
for a private transaction not involving a public distribution provided by
Section 4(2) under the Securities Act.

     On September 20, 2001, we granted options to purchase an aggregate of
875,000 common shares at $0.50 per share to five members of our senior
management.  The options expire September 20, 2006.  We relied on an exemption
from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

     On September 10, 2001, we granted options to purchase an aggregate of
370,000 common shares at an exercise price of $0.50 to eleven employees as
compensation.  The options expire September 10, 2004.  We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

     On August 14, 2001, we issued 70,000 common shares to Donald R. Mayer,
President of Universal Business Insurance to cancel a debt owed to that
company in the amount of $49,000.  We relied on an exemption from registration
for a private transaction not involving a public distribution provided by
Section 4(2) under the Securities Act.

     On July 12, 2001, we granted options to purchase an aggregate of 750,000
common shares to senior management.  We granted options to purchase 300,000
shares to Ronald K. Williams, options to purchase 200,000 shares to Douglas J.
Burdick, options to purchase 150,000 shares to Sharmon Smith, options to
purchase 50,000 shares to Danny Erickson and options to purchase 50,000 shares
to John Hunter.  We relied on an exemption from registration for a private
transaction not involving a public distribution provided by Section 4(2) under
the Securities Act.

     On July 12, 2001, we issued 400,000 common shares to Mountain View
Investments and Consulting, L.C. in consideration for consulting services
valued at approximately $172,000.  We relied on an exemption from registration
for a private transaction not involving a public distribution provided by
Section 4(2) under the Securities Act.

     On July 5, 2001, we issued 200,000 common shares to Daniel W. Jackson in
consideration for legal services valued at $86,000.  We relied on an exemption
from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

     On June 18, 2001, we issued 150,000 common shares, valued at $48,000, to
Don Tolman for business consulting services rendered.  We relied on an
exemption from registration for a private transaction not involving a public
distribution provided by Section 4(2) under the Securities Act.

     On June14, 2001, we issued 40,000 common shares, valued at $12,800 to
Doug Burdick in consideration for business consulting services.  We relied on
an exemption from registration under the Securities Act provided by Section
4(2) as a private transaction not involving a public distribution.


                                15

<PAGE>

    On May 15, 2001, we sold an aggregate of 7,500,000 common shares to six
investors for $2,550,000.  We relied on an exemption from registration under
the Securities Act provided by Section 4(2) as a private transaction not
involving a public distribution.

     Starting February 15, 2001, our Board authorized the sale of our common
shares in a limited offering.  During February and March our Board authorized
the issuance of an aggregate of 6,677,230 common shares to eight accredited
investors for conversion of debt and cash valued at approximately $2,003,169.
We relied on an exemption from the registration requirements of the Securities
Act of 1933 provided by Section 3(b) and Regulation D as a Rule 505 limited
offering.  The aggregate offering was for no more than $5 million in a twelve
month period.

     On January 8, 2001, we issued 250,000 common shares valued at
approximately $125,000 to Mutual Ventures Corporation in consideration for
business consulting services.  On that same date we issued 50,000 common
shares to Daniel W. Jackson in consideration for legal services valued at
approximately $25,000.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

     On February 8, 2001, we issued 500 shares valued at $250 to Bill Church
for services rendered under a distributor agreement.  We relied on an
exemption from registration under the Securities Act provided by Section 4(2)
as a private transaction not involving a public distribution.
 On November 27, 2000, we issued 500 shares valued at $500 to Harry Collins
pursuant to a distributor agreement.  We relied on an exemption from the
registration requirements of the Securities Act of 1933 by reason of Section
4(2) as a private transaction not involving a public distribution.

     On September 13, 2000 we granted warrants to purchase 800,000 common
shares to Columbia Financial Group, Inc. in consideration for investor
relations services.  The warrants were valued at $272,000 in 2001 when the
services were performed, have an exercise price of $2.00, later reduced to
$0.50, and expire through September 2005.  We relied on an exemption from the
registration requirements of the Securities Act of 1933 by reason of Section
4(2) as a private transaction not involving a public distribution.

     On September 11, 2000, we issued an aggregate of 235,000 common shares
valued at $235,000 to three independent distributors pursuant to distributor
agreements.   We issued 75,000 shares to Earl Shaw, 85,000 shares to Dennis
Windsor and 75,000 shares to Dwight Johnson.  We relied on an exemption from
the registration requirements of the Securities Act of 1933 by reason of
Section 4(2) as a private transaction not involving a public distribution.

     On August 1, 2000, we issued 35,000 common shares to Donald Mayer,
President of Universal Business Insurance to cancel a debt of $23,500 payable
to Universal Business Insurance.  We relied on an exemption from the
registration requirements of the Securities Act of 1933 by reason of Section
4(2) as a private transaction not involving a public distribution.
 On July 21, 2000, we issued 1,200,000 common shares valued at $600,000 to
Development Specialties, Inc. to satisfy a note payable.  We relied on an
exemption from the registration requirements of the Securities Act of 1933 by
reason of Section 4(2) as a private transaction not involving a public
distribution.

     On July 21, 2000, we issued 800,000 shares valued at $400,000 to Capital
Communications, Inc. to satisfy a note payable.  We relied on an exemption
from the registration requirements of the Securities Act of 1933 by reason of
Section 4(2) as a private transaction not involving a public distribution.

     In March 2000 we issued 400,000 common shares to SGS Holdings, LLC for
debt conversion of $500,000 cash.  We relied on an exemption from the
registration requirements of the Securities Act of 1933 by reason of Section
4(2) as a private transaction not involving a public distribution.


                                16

<PAGE>

     In September of 1999, we issued 10,000 common shares, valued at $15,000,
to Universal Business Insurance in consideration for an insurance policy.  We
relied on an exemption from the registration requirements of the Securities
Act of 1933 by reason of Section 4(2) as a private transaction not involving a
public distribution.

     On July 13, 1999, we issued 400,000 common shares to SGS Holdings, LLC to
satisfy certain promissory notes, with interest, of $207,958.  We relied on an
exemption from the registration requirements of the Securities Act of 1933 by
reason of Section 4(2) as a private transaction not involving a public
distribution.

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


           ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS

     Whole Living operates through its subsidiary Brain Garden, Inc. We have
recorded operating losses from inception and our independent auditors have
expressed an opinion that we may be unable to continue as a going concern
without financing.  Our plan is to focus our marketing efforts on the Food
First Program; however, if we experience the demand displayed in the test
market we will need to implement automation of our key production processes.
We will continue to scrutinize expenses related to operating activities,
especially production and order fulfillment.

     Brain Garden consolidated its operations into a single facility located
in Provo, Utah, which houses the corporate offices, manufacturing and
fulfillment.  Management anticipates that this facility will increase our
production capacity from $750,000 to $7.5 million within the coming year.

Acquisition Rescission

     In July 2002 Whole Living completed the acquisition of Vestrio
Corporation and Simple Online Solutions.  We acquired these two companies in
an arms-length transaction by issuing an aggregate of 6,000,000 shares of
Whole Living common stock to the seven stockholders of Vestrio in exchange for
100,000 shares of Vestrio common stock.  However, on December 31, 2002, the
parties agreed to rescind the agreement and the 6,000,000 shares were canceled
and returned to the corporate treasury.  As a result, Whole Living transferred
debts totaling approximately $2,665,669, represented by promissory notes, to
Vestrio and recognized acquisition expenses of $145,350 related to the
rescinded acquisition.

     In May 2002 we formed a wholly-owned subsidiary, Brain Garden, Inc.  As
part of that transaction Brain Garden issued 50,000,000 shares of its common
stock to Whole Living.  Shortly after Brain Garden's formation, 25,000,000
shares of Brain Garden, Inc.'s common stock were issued to Whole Living and
the remaining 25,000,000 upon transfer of the assets of Whole Living to the
subsidiary.

Results of Operations

     The following discussions should be read in conjunction with the
financial statements included with this report and comparisons are presented
for the years ended December 31, 2002 and 2001.


                                17

<PAGE>

     Years Ended December 31, 2002 and 2001

     We recognize revenue upon the receipt of the sales order, which is
simultaneous with the payment and delivery of our goods.  During the year
ended December 31, 2002, and in connection with the acquisition of Vestrio
Corporation, we projected consolidated revenues in excess of $30 million for
the 2002 year and earnings per share of $0.10 and $0.12.  We were unable to
achieve these numbers and subsequently rescinded the Vestrio acquisition.
Revenue is net of returns, which has historically been less than 1% of sales.
For the 2002 year, sales increased to $7,842,187, a 31.4% increase, compared
to $5,965,325 in revenues for the 2001 year.  The increased revenues for the
2002 year  were primarily the result of our acquisition of Vestrio and Brain
Garden's continued development.

     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.  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.

     Cost of goods sold increased $1,350,448, or 23.7%, for the 2002 year
compared to the 2001 year.  Cost of goods sold were 72.6% of sales for the
2002 year compared to 72.7% of sales for the 2001 comparable year.  Due to
increased revenues, our gross profit increased $526,414, or 32.3%, for the
2002 year compared to the 2001 year.

     Selling expenses, which include marketing expenses, the support of sales
meetings and events, and certain customer service expenses, were $439,331 for
the 2002 year compared to $952,714 for the 2001 year.  These expenses in the
2001 year were primarily a result of selling expenses related to expanding
distribution in Australia and New Zealand, plus additional costs involved in
laying the groundwork for expansion into certain Asian markets.

     General and administrative expenses, which include general office
expense, management and employees' salaries, and the support systems for the
distributor network, decreased $1,046,033, or 22.6%, for the 2002 year
compared to the 2001 year.  The 2001 general and administration expenses were
higher primarily because of: 1) start up costs involved in establishing
distribution in Australia and New Zealand; and, 2) the increase in the number
of employees and other resources required to service the growth in company
revenues.

     Total operating expenses decreased $1,559,416, or 28.0%, for the 2002
year compared to the 2001 year.   Our total operating expenses were 51.2% of
sales for the 2002 year compared to 93.5% of sales for the 2001 year.  The
decrease was a result of expenses in 2001 related to:  1) increased sales
commissions resulting from implementation of the company's Retail Bonus Plan;
and 2) expenses of establishing and preparing to establish overseas
distribution.  The decrease in the overall percent of operating expenses to
revenues from 2002 to 2001 was attributable to management's implementation of
tighter departmental budgets.  Consequently, our operating loss was $1,866,429
for the 2002 year compared to $3,952,259 for the 2001 year.

     We recorded total other expense of $292,610 for the 2002 year, with the
Vestrio acquisition expense  representing $145,350, or 49.7% of this amount.
For the 2001 year we recorded total other expense of $14,138 primarily related
to interest expense.

     We recorded a net loss of $2,159,039 for the 2002 year compared to a net
loss of $3,966,397 for the 2001 year.  Our loss per share was $0.07 for the
2002 year compared to $0.19 for the 2001 year.


                                18

<PAGE>

     Factors Affecting Future Performance

     Since our inception, internal cash flows, alone, have not been sufficient
to maintain our operations.  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; and
     .   Our ability to remain competitive in our markets.
     .   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 Japan
and 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.

     Seasonal Aspects

     In the direct selling industry, the summer months of June, July and
August, and the holiday months of November and December are relatively soft.
However, in our short operating history we have experienced an increase in
sales during the summer months and are unsure how the industry-wide
fluctuations will affect our business in the future.

     Liquidity And Capital Resources

     We have funded our cash requirements primarily through sales, loans and
private placements of our common stock.  At the year ended December 31, 2002,
we had no cash on hand with total current assets of $724,125, compared to
$96,232 cash on hand with $698,100 in total current assets at the year ended
December 31, 2001.  Our total current liabilities were $1,776,015 at December
31, 2002, compared to $1,393,128 at the 2001 year end.  Accounts payable,
accrued expenses and the current portion of long-term liabilities represented
86.7% of the total current liabilities at the end of the 2002 year.

     Net cash used by operating activities was $912,151 for the 2002 year
compared to $2,101,045 for the 2001 year.  Net cash used by investing
activities was $102,459 for the 2002 year compared to $123,598 for the 2001
year.  The investing activities were primarily related to purchases of
property and equipment and cash paid from deposits.  Net cash provided by
financing activities was $918,378 for the 2002 year compared to $2,320,875 for
the 2001 year.  During the 2001 year we received $4,540,373 from the sale of
our common stock and debt financing.  During the 2002 year we received
$918,458 from debt financing.

     Commitments and Contingent Liabilities

     At the year ended December 31, 2002, our long term liabilities consisted
of $420,000 notes payable to related parties and 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
$626,400 through 2005.  At December 31, 2002, future minimum payments on notes
payable were $420,000 through 2003.


                                19

<PAGE>

     We recorded contingent liabilities of $208,819 for the year ended
December 31, 2002, related to litigation.  The legal actions described under
Item 3: Legal Proceedings, above, account for $100,000 of the recognized total
contingent liabilities.  The remaining $108,819 contingent liabilities are
related to other various disputes and legal claims incidental to our business.

Financing

     Historically, we have relied on loans from shareholders and management,
which we have converted into common stock.  We also rely on equity
transactions to pay for services provided to us.  During the 2002 year we
received $918,458 in loans from First Equity Holdings Corp., a shareholder.
On April 3, 2002, we issued 2,000,000 shares each to Broad Investment
Partners, LLC; Empire Fund Managers and Buena Vista Consulting, Inc. to
satisfy promissory notes totaling $881,559, with interest.  On May 3, 2002, we
issued 1,325,300 shares to RB Mutual Ventures, Inc. to satisfy a promissory
note totaling $225,302, with interest.  We also issued 110,000 common shares
to pay for director and officers liability insurance valued at approximately
$41,000.

     During the 2001 year we received $1,990,373 from debt financing.  These
loans were primarily from shareholders and management with interest rates
varying from 9% to 10.5%.  We satisfied a portion of these notes payable in
February 2001 when we issued 6,677,230 shares to eight accredited investors to
convert $2,004,678 of these notes payable.  Then in May 2001 we sold 7,500,000
common shares to six accredited investors in a private placement for
$2,550,000 in cash.  After the private placement, on October 15, 2001, our
Board authorized the buy back of 4,052,890 common shares from five of the
shareholders for $1,500,000.  The Board then retired the shares to the
corporate treasury, reducing our issued and outstanding by that number.

     Management anticipates that additional capital for cash shortfalls will
be provided by future loans or private placements of our common stock.  We
expect to issue private placements of stock pursuant to exemptions provided by
federal and state securities laws.  The purchasers and manner of issuance will
be determined according to our financial needs and the available exemptions.
We 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.

     If we fail to raise the necessary funds through private placements, we
anticipate we will require debt financing from related or third parties.  We
have not investigated the availability, source and terms for external
financing at this time and we can not assure that funds will be available from
any source, or, if available, that we will be able to obtain the funds on
terms agreeable to us.  Also, the acquisition of funding through the issuance
of debt could result in a substantial portion of our cash flows from
operations being dedicated to the payment of principal and interest on the
indebtedness, and could render us more vulnerable to competitive and economic
downturns.



                   ITEM 7: FINANCIAL STATEMENTS





                        WHOLE LIVING, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2002 and 2001

<PAGE> 20




                         C O N T E N T S


Auditors' Report............................................................3

Consolidated Balance Sheet..................................................4

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

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

Consolidated Statements of Cash Flows.......................................9

Notes to the Consolidated Financial Statements.............................11


<PAGE> 21


                      CHISHOLM & ASSOCIATES
A Professional           Certified Public Accountants    Office (801)292-8756
Corporation                    P.O. Box 540216              Fax (801)292-8809
                   North Salt Lake, Utah 84054
_____________________________________________________________________________



                   INDEPENDENT AUDITORS' REPORT


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, 2002 and 2001 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 generally accepted auditing
standards in the United States of America.  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.  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, 2002 and 2001 and the consolidated
results of its operations and cash flows for the years then ended in
conformity with generally accepted accounting principles in the United States
of America.

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.


/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
February 28, 2003

<PAGE> 22

                        WHOLE LIVING, INC.
                   Consolidated Balance Sheets


                              ASSETS

                                                           December 31,
                                                        2002           2001
                                                   ------------- -------------
CURRENT ASSETS

  Cash                                             $          -  $     96,232
  Accounts receivable                                    33,445        50,000
  Receivables - other                                         -        19,855
  Inventory                                             653,667       511,846
  Prepaid expenses                                       37,013        20,167
                                                   ------------- -------------

    Total Current Assets                                724,125       698,100
                                                   ------------- -------------

PROPERTY AND EQUIPMENT, Net                             256,120       347,206
                                                   ------------- -------------
OTHER ASSETS

  Goodwill                                               17,318        17,318
  Deposits                                               36,435        55,010
                                                   ------------- -------------

    Total Other Assets                                   53,753        72,328
                                                   ------------- -------------

    TOTAL ASSETS                                   $  1,033,998  $  1,117,634
                                                   ============= =============







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

                                4

<PAGE> 23

                        WHOLE LIVING, INC.
             Consolidated Balance Sheets (Continued)


               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                           December 31,
                                                        2002         2001
                                                   ------------- -------------
CURRENT LIABILITIES

  Bank overdraft                                   $     27,212  $          -
  Accounts payable                                      694,548       516,308
  Accrued expenses                                      425,436       332,287
  Contingent liabilities                                208,819             -
  Current portion of long-term liabilities              420,000       544,533
                                                   ------------- -------------

    Total Current Liabilities                         1,776,015     1,393,128
                                                   ------------- -------------
LONG-TERM LIABILITIES

  Notes payable - related party                         420,000       544,453
  Capital lease obligations                                   -            80
  Less current portion                                 (420,000)     (544,533)
                                                   ------------- -------------

    Total Long-Term Liabilities                               -             -
                                                   ------------- -------------
STOCKHOLDERS' EQUITY

  Common stock, authorized 50,000,000 shares
   $0.001 par value, issued and outstanding
   32,849,640 and 24,004,340 shares, respectively        32,850        24,005
  Additional paid-in capital                          9,337,002     7,742,831
  Retained earnings                                 (10,001,369)   (7,842,330)
  Subscription receivable                                     -      (200,000)
  Prepaid expense                                      (110,500)            -
                                                   ------------- -------------

    Total Stockholders' Equity                         (742,017)     (275,494)
                                                   ------------- -------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  1,033,998  $  1,117,634
                                                   ============= =============







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

                                5
<PAGE> 24



                        WHOLE LIVING, INC.
              Consolidated Statements of Operations


                                                       For the Year Ended
                                                           December 31,
                                                        2002         2001
                                                   ------------- -------------

REVENUES                                           $  7,842,187  $  5,965,325

COST OF SALES                                         5,689,552     4,339,104
                                                   ------------- -------------

GROSS PROFIT                                          2,152,635     1,626,221
                                                   ------------- -------------

SELLING EXPENSES                                        439,331       952,714

GENERAL AND ADMINISTRATIVE EXPENSES                   3,579,733     4,625,766
                                                   ------------- -------------

TOTAL OPERATING EXPENSES                              4,019,064     5,578,480
                                                   ------------- -------------

OPERATING INCOME/(LOSS)                              (1,866,429)   (3,952,259)
                                                   ------------- -------------

OTHER INCOME AND (EXPENSES)
  Acquisition expense                                  (145,350)            -
  Loss on disposal of assets                            (24,168)            -
  Miscellaneous expense                                 (38,604)            -
  Interest expense                                      (85,030)      (16,115)
  Interest income                                           542         1,977
                                                   ------------- -------------

    Total Other Income and (Expenses)                  (292,610)      (14,138)
                                                   ------------- -------------

INCOME/(LOSS) BEFORE INCOME TAXES                    (2,159,039)   (3,966,397)

PROVISION FOR INCOME TAXES                                    -             -
                                                   ------------- -------------

NET INCOME/(LOSS)                                  $ (2,159,039) $ (3,966,397)
                                                   ============= =============

NET LOSS PER SHARE                                 $      (0.07) $      (0.19)
                                                   ============= =============

WEIGHTED AVERAGE OUTSTANDING SHARES                  28,897,709    21,232,270
                                                   ============= =============



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

                                6

<PAGE> 25

<TABLE>
<CAPTION>

                               WHOLE LIVING, INC.
                 Consolidated Statement of Stockholders' Equity
                 For the Years Ended December 31, 2002 and 2001


                                              Additional                 Retained
                          Common Stock          Paid-In    Subscription  Earnings     Prepaid
                     Shares        Amount      Capital     Receivable    (Deficit)    Expense
                  ------------- ------------ ------------- - --------- ------------- -----------

               <c>           <c>          <c>           <c>         <c>           <c>
Balance,
December 31, 2000   13,379,500  $    13,380  $  2,969,578  $        -  $ (3,875,933) $        -

January 2001 -
 shares returned
 and retired        (1,100,000)      (1,100)        1,100           -             -           -

January 2001 -
 shares issued
 for services at
 $0.50 per share       300,000          300       149,700           -             -           -

February 2001 -
 shares issued
 for services at
 $0.50 per share           500            1           249           -             -           -

February 2001 -
 shares issued
 for conversion of
 notes payable at
 $0.30 per share     6,677,230        6,677     1,998,001           -             -           -

May 2001 - shares
 issued for cash at
 $0.34 per share     7,500,000        7,500     2,542,500           -             -           -

June 2001 -
 shares issued for
 services at $0.32
 per share             190,000          190        60,610           -             -           -

July 2001 -
 shares purchased
 and retired at
 $0.37per share     (4,052,890)      (4,053)   (1,495,947)          -             -           -

July 2001 -
 shares issued
 for services at
 $0.43 per share       600,000          600       257,400           -             -           -

August 2001 -
 shares issued for
 services at $0.70
 per share              70,000           70        48,930           -             -           -

October 2001 -
 shares issued
 for services at
 $0.60 per share        40,000           40        23,960           -             -           -

November 2001 -
 shares issued for
 cash at $0.50
 per share             400,000          400       199,600    (200,000)            -           -

Stock options
 expense for 2001            -            -       715,150           -             -           -

Warrant expense
 for 2001                    -            -       272,000           -             -           -

Net loss for
 the year ended
 December 31, 2001           -            -             -           -    (3,966,397)          -
                  ------------- ------------ ------------- - --------- ------------- -----------
Balance,
 December 31, 2001  24,004,340       24,005     7,742,831    (200,000)   (7,842,330)          -





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

                                        7

</TABLE>
<PAGE> 26
<TABLE>
<CAPTION>
                               WHOLE LIVING, INC.
           Consolidated Statement of Stockholders' Equity (Continued)
                 For the Years Ended December 31, 2002 and 2001



                                              Additional                 Retained
                          Common Stock          Paid-In    Subscription  Earnings     Prepaid
                     Shares        Amount      Capital     Receivable    (Deficit)    Expenses
                  ------------- ------------ ------------- - --------- ------------- -----------

               <c>           <c>          <c>           <c>         <c>           <c>
January 2002 -
 shares issued for
 services at
 $0.32 per share        40,000           40        12,880           -             -           -

April 2002 -
 shares issued
 for note payable
 and accrued
 interest at
 $0.15 per share     6,000,000        6,000       875,559           -             -           -

May 2002 -
 shares issued
 for services at
 $0.21 per share       600,000          600       126,900           -             -           -

May 2002 -
 shares issued
 for debt at
 $0.17 per share     1,325,300        1,325       223,977           -             -           -

June 2002 -
 shares issued
 for acquisition
 expense at $0.43
 per share             150,000          150        63,600           -             -           -

July 2002 -
 shares issued for
 acquisition at
 $0.49 per share     6,000,000        6,000     2,934,000           -             -           -

August 2002 -
 shares issued
 for insurance at
 $0.37 per share       110,000          110        41,030           -             -           -

November 2002 -
 shares issued
 for acquisition
 expense at $0.20
 per share             400,000          400        81,200           -             -           -

November 2002 -
 shares issued
 for services at
 $0.20 per share       170,000          170        34,510           -             -           -

December 2002 -
 shares rescinded
 for acquisition
 at issue price
 $0.49 per share    (6,000,000)      (6,000)   (2,934,000)          -             -           -

December 2002 -
 shares issued
 for services at
 $0.20 per share        50,000           50         9,515           -             -           -

Warrant expense
 for 2002                    -            -       325,000           -             -    (325,000)

Amortization of
 prepaid expense             -            -             -           -             -     214,500

Write off of
 uncollectible
 receivable                  -            -      (200,000)    200,000             -           -

Net loss for
 year ended
 December 31, 2002           -            -             -           -    (2,159,039)          -
                  ------------- ------------ ------------- - --------- ------------- -----------
Balance,
 December 31, 2002  32,849,640  $    32,850  $  9,337,002  $        -  $(10,001,369) $ (110,500)
                  ============= ============ ============= =========== ============= ===========




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

                                        8

</TABLE>
<PAGE> 27
<TABLE>
<CAPTION>


                            WHOLE LIVING, INC.
                   Consolidated Statements of Cash Flows


                                                               For the Year Ended
                                                                   December 31,
                                                                2002           2001
                                                            ------------- -------------

                                                         <c>           <c>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                                         $ (2,159,039) $ (3,966,397)
  Non-cash items:
    Depreciation and amortization                                187,953       286,915
    Stock issued for services                                    225,805       542,050
    Options issued for services                                        -       715,150
    Warrants issued for services                                 325,000       272,000
    Prepaid expense (equity)                                    (110,500)            -
    Stock issued for acquisition costs                           145,350             -
    Gain on settlement of debt                                    (4,453)            -
    Stock issued for interest                                     61,861             -
    Loss on disposal of assets                                    24,168             -
  (Increase)/decrease in current assets:
    Accounts receivable                                           16,555       (36,373)
    Receivables - other                                           19,855       (19,855)
    Inventory                                                   (141,821)      (31,228)
    Prepaid expenses                                             (16,846)       86,306
  Increase/ (decrease) in current liabilities:
    Bank overdraft                                                27,212      (121,073)
    Accounts payable                                             178,240        83,625
    Contingent liabilities                                       208,819             -
    Accrued expenses                                              99,690        87,835
                                                            ------------- -------------

      Net Cash Provided (Used) by Operating Activities          (912,151)   (2,101,045)
                                                            ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Cash paid for property and equipment                          (121,034)      (87,494)
  Cash received from deposits                                     55,010             -
  Cash paid for deposits                                         (36,435)      (36,104)
                                                            ------------- -------------

      Net Cash Provided (Used) by Investing Activities          (102,459)     (123,598)
                                                            ------------- -------------


CASH FLOWS FROM FINANCING ACTIVITIES

  Cash paid for treasury stock                                         -    (1,500,000)
  Cash received from issuance of common stock                          -     2,550,000
  Cash received from debt financing                              918,458     1,990,373
  Cash paid on principal of long-term debt                           (80)     (719,498)
                                                            ------------- -------------

      Net Cash Provided (Used) by Investing Activities           918,378     2,320,875
                                                            ------------- -------------

INCREASE (DECREASE) IN CASH                                      (96,232)       96,232

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                  96,232             -
                                                            ------------- -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $          -  $     96,232
                                                            ============= =============





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

                                     9

</TABLE>
<PAGE> 28
<TABLE>
<CAPTION>


                            WHOLE LIVING, INC.
             Consolidated Statements of Cash Flows (Continued)


                                                               For the Year Ended
                                                                   December 31,
                                                                2002           2001
                                                            ------------- -------------

                                                         <c>           <c>
SUPPLEMENTAL CASH FLOW INFORMATION:

  Interest                                                  $          -  $          -
  Income taxes                                              $          -  $          -

NON-CASH FINANCING TRANSACTIONS

  Stock issued for services                                 $    225,805  $    542,050
  Stock issued for notes payable and interest               $  1,106,861  $  2,004,678
  Stock options issued for services                         $          -  $    715,150
  Warrants issued for services                              $    325,000  $    272,000
  Stock issued for acquisition costs                        $    145,350  $          -













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

                                    10

</TABLE>
<PAGE> 29


                        WHOLE LIVING, INC.
          Notes to the Consolidated financial Statements
                    December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         a.  Organization

         Whole Living, Inc. (the Company) was incorporated on November 25,
1998 in the state of Utah.  On November 30, 1998, the Company acquired the
assets, leases, product line and name of Brain Garden, L.L.C., a Utah limited
liability company engaged in the marketing and distribution of various natural
food products, oils and bath salts.  The Company does business under the name
of Brain Garden, and maintains its headquarters in 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.  Goodwill was
recorded in the acquisition in the amount of $43,294 and will be amortized
over 60 months.  The Company paid $283,800 for the purchase of Brain Garden
assets.  The Company assumed leases in the amount of $14,500.  The Company
also assumed an operating lease for office space which expired during 1999.

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


                                11
<PAGE> 30


                        WHOLE LIVING, INC.
          Notes to the Consolidated financial Statements
                    December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         c.  Principles of Consolidation

         The December 31, 2002 financial statements include the books of Whole
Living, Inc. (Nevada) and its wholly owned subsidiaries Whole Living, Inc.
(Utah) and Brain Garden. Principles of Consolidation (Continued)

         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.

                                       Income(loss)  Shares       Per-Share
                                       (Numerator)  (Denominator) Amount
                                       ------------- ------------ -----------
For the year ended December 31, 2002:

  Basic EPS
  Income (loss) to common stockholders $ (2,159,039)  28,897,709  $   (0.07)
                                       ============= ============ ===========
For the year ended December 31, 2001:

  Basic EPS
  Income (loss) to common stockholders $ (3,966,397)  21,232,270  $   (0.19)
                                       ============= ============ ===========


         There are no reconciling items to net income for the computation of
earnings per share.  At December 31, 2002 and 2001, 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 $10,000,000 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, 2002 and 2001:
                                                          December 31,
                                                      2002           2001
                                                  ------------- -------------
         Deferred tax asset:
           NOL carryforward                       $  3,400,000  $  2,666,392
         Valuation allowance                        (3,400,000)   (2,666,392)
                                                  ------------- -------------
                                                  $          -  $          -
                                                  ============= =============


                                12

<PAGE> 31

                        WHOLE LIVING, INC.
          Notes to the Consolidated financial Statements
                    December 31, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         f.  Cash and Cash Equivalents

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

         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, 2002 and 2001 is $187,953 and $227,136,
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, 2002 and 2001, 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.  Goodwill

         The Company recorded goodwill in the acquisition of the assets of
Brain Garden, LLC.  Various intangible assets such as distributor down lines,
customer lists and product name identification are included in Goodwill.
Valuation of these intangibles separately was not identified, yet the excess
of payment over the net assets received provides for the recording of these
intangibles as Goodwill.  Goodwill was being amortized over 5 years on a
straight-line method through 2001.  Amortization expense for the year ended
December 31, 2001 was $8,659.  On January 1, 2002, the Company adopted SFAS
No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible
Assets, which establishes new standards for the treatment of goodwill and
other intangible


                                13


<PAGE> 32

                        WHOLE LIVING, INC.
          Notes to the Consolidated financial Statements
                    December 31, 2002 and 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         j.  Goodwill (Continued)

         assets.  SFAS 142 prescribes that amortization of goodwill will cease
as of the adoption date (January 1, 2002).  Additionally, the Company will be
required to perform an impairment test on goodwill and other intangible assets
annually, and whenever events and circumstances occur that might affect the
carrying value of such assets.  The Company has performed an internal
impairment test of goodwill in early 2002 and believes there is current no
material effect on the Company's results of operations and financial position
based on the test.

         k.  Use of Estimates

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

NOTE 2 - PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at December 31, 2002
and 2001:

                                                          December 31,
                                                       2002         2001
                                                   ------------ ------------
         Office equipment & furnishings            $   147,274  $   113,224
         Office furniture & fixtures                    77,426      105,125
         Software                                      591,280      490,584
         Leased equipment                                    -       15,014
                                                   ------------ ------------
                                                       815,980      723,947
         Less:
         Accumulated depreciation                     (559,860)    (365,485)
         Accumulated depreciation - leased equipment         -      (11,256)
                                                   ------------ ------------

         Total Property & Equipment                $   256,120  $   347,206
                                                   ============ ============

NOTE 3 - LONG-TERM LIABILITIES

         Long Term Liabilities are detailed in the following schedules as of
December 31, 2002 and 2001:

         Notes payable - related party is detailed as follows:

                                                          December 31,
                                                       2002        2001
                                                   ------------ ------------
  Note payable to a shareholder of the Company,
  bearing interest at 12%, due November 30, 2002,
  past due and secured by inventory and equipment  $   400,000  $         -

  Note payable to a shareholder of the Company,
  bearing interest at 15%, due upon demand and
  unsecured.                                                 -      540,000


                                14
<PAGE> 33

                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 3 - LONG-TERM LIABILITIES (Continued)

         Notes payable - related party (continued):      December 31,
                                                      2002           2001
                                                   ------------ ------------
  Note payable to a shareholder of the Company,
  bearing interest at 10.5%, due upon demand
  and unsecured                                              -        4,453

  Note payable to a shareholder of the Company,
  bearing interest at 12 %, due March 15, 2003
  and secured by inventory and equipment                20,000            -
                                                   ------------ ------------

  Total notes payable - related party              $   420,000  $   544,453
                                                   ============ ============

         Capital lease obligations are detailed in the following schedule as
of December 31, 2002 and 2001:

                                                          December 31,
                                                        2002         2001
                                                   ------------ ------------

  Capital lease obligation to a corporation
  for computer equipment, lease payments
  due monthly of $304 through April 2002,
  bears interest at 18%, secured by equipment.               -           80
                                                   ------------ ------------

  Total Lease Obligations                                    -           80
                                                   ------------ ------------

  Total long term liabilities                          420,000      544,533
                                                   ============ ============
  Less current portion of:
   Notes payable - related party                       420,000      544,453
   Capital lease obligations                                 -           80
                                                   ------------ ------------
  Total current portion                                420,000      544,533
                                                   ------------ ------------

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

         Future minimum principal payments on notes payable and notes
payable-related party are as follows at December 31, 2002:

          2003                                                  $   420,000
                                                                ------------
         Total notes payable and notes payable-related party    $   420,000
                                                                ============

NOTE 4 - COMMITMENTS AND CONTINGENCIES

         In September 2002, the Company committed to an operating lease for
office/warehouse space which includes  an option to purchase the building for
$2,500,000 before June 2003.  The lease requires monthly payments of $17,400
and expires December 2005.

         Future minimum payments on the operating lease is as follows:

          2003                                                  $   208,800
          2004                                                      208,800
          2005                                                      208,800
                                                                ------------
          Total                                                 $   626,400
                                                                ============



                                15

<PAGE> 34

                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001


NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)

         Rent expense for operating leases for December 31, 2002 and 2001 was
$137,175 and $155,609, respectively.

         During 2001, an individual filed an action in the Circuit Court of
Lane County, Oregon against the Company.  A judgement was taken for damages by
default in the case in April 2002.  The individual obtained a foreign
judgement 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 judgement or a declaration that the Oregon
judgement was not entered against the Company.  In December 2002, the court
entered an order wherein the judgement entered in the Oregon court in favor of
the individual was not a valid and enforceable judgement against the Company.
Following the order, the individual sought the amendment of the judgement 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 judgement 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 judgement in the Oregon court.  The
Company's request has not been ruled upon by the Oregon State Court.  The
default judgement granted to the individual a damage award of $100,000 and
accrued interest for alleged adverse effects of using the Company's products.
The Company intends to contest the Oregon Court's granting of the motion to
amend and hopes to have the default set aside.  If that occurs, the Company
will contest the claims made by the individual through a trial of action.  As
of December 31, 2002, the Company has recognized a contingent liability of
$100,000 for the potential loss.

         During 2002, an employee made a claim against the Company for damages
allegedly suffered by her from lifting a heavy object while working for the
Company.  The Company has received notice of formal adjudication proceedings
from the Utah Labor Commission and has filed an answer contesting the
employee's claim.  At the present time, no dollar amount has been placed on
the alleged injury but the physician's report disclosed by the employee states
that she should recover completely from the injury.  The Company plans to
vigorously defend this administrative proceeding.  As of December 31, 2002, a
potential loss from the settlement cannot be determined.

         During 2002, 2 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 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, 2002, a potential loss from the settlement is
estimated not to exceed $13,000.  The Company has recognized a contingent
liability of $13,000 at December 31, 2002.

         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 contends that a portion of the
goods delivered were defective and resulted in the Company suffering damages.

                                16

<PAGE> 35

                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                   December 31, 2002 and 2001

NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)

         The Company has filed a counterclaim against the vendor and will
vigorously defend against the claims.  As of December 31, 2002 a potential
loss from the settlement may range between  $30,000 to $50,000.  However, the
Company has recognized a contingent liability for the entire amount of the
claim of $68,819 at December 31, 2002.

         During 2003, a vendor of the Company filed an amended complaint
against the Company in the Superior Court of California, County of Los
Angeles.  The complaint seeks $62,063 with interest for goods sold and
delivered to the Company.  During 2002, the vendor and the Company entered
into a settlement agreement covering the claim.  Under the original terms of
the agreement, the Company agreed to pay the vendor $30,000.  The Company paid
$3,000 on the original settlement during 2002.  In the amended complaint, the
vendor seeks to have the original settlement agreement rescinded due to
alleged mistake and undue influence.  The Company is contesting the claim by
the vendor and is attempting to enforce the terms of the settlement agreement.
If the terms of the original settlement agreement are enforceable, the
Company's liability is $27,000.  However, if the settlement agreement is found
to be unenforceable, the Company's liability may increase.   The Company has
recognized a contingent liability for $27,000 at December 31, 2002.

         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,  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 Food First Program which in its test market produced
over 1,400 new sales in a 36 day time period.  Food First provides customers
with a first hand experience of primary whole food nutrition over a 10 day
introductory wellness period.  Thereafter a majority(approximately 90%) of the
new customers make another purchase for a 1 month supply of the Company's food
products.  To maintain production to meet this new demand, automation of key
production processes will continue to be implemented.  Additionally, Food
First Facilitators will continue to conduct Food First seminars in all key
markets around the world.  Incremental production to meet this year's
forecasted demands can be accommodated at their current location.  Management
will continue to scrutinize expenses related to operating activities,
especially production and order fulfillment.

NOTE 6 - RELATED PARTY TRANSACTIONS

         During 2002, First Equity Holdings Corp., a shareholder, loaned the
Company $918,458.  During 2001, First Equity Holdings Corp. assumed a loan due
to Capital Communication of $278,300 and loaned the Company an additional
$261,700.  During 2002, the Company converted $1,045,000 of the loans to
equity.  The balance payable to First Equity Holdings Corp. at December 31,
2002 and 2001 was $420,000 and $540,000, respectively.

         During 2001 and 2000, Capital Communications, a shareholder of the
Company loaned $278,300 and $1,771,630 to the Company.  The Company in 2001
and 2000 converted $771,630 and $1,000,000 to common stock.  During 2001,
Capital has assigned its note to


                                17
<PAGE> 36


                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 6 - RELATED PARTY TRANSACTIONS (Continued)

another shareholder, First Equity Holdings Corp.  The balance due to Capital
Communications at December 31, 2001 was $0.

         During 2001 and 2000, Mark Comer, a shareholder of the Company loaned
$1,342,743 and $409,305, respectively, to the Company.  During 2001, the
Company paid back $537,506.  In 2001, the Company converted $1,210,090 of the
loan balance to equity.  The balance due at  December 31, 2001 was $0.

         During 2001 and 2000, Tapdog.com, a corporation under common
ownership, loaned $111,716 and $150,000, respectively, to the Company.  During
2001 and 2000, the Company paid back $208,196 and $56,886, respectively.  The
balance due at December 31, 2001 was $-0-.

NOTE 7 - EMPLOYEE STOCK OPTIONS

         On July 2, 2001, the Company established an Employee Stock Ownership
Plan (Plan).  The Plan covers both current and prospective employees,
consultants and directors.

         The exercise price for each option shall be established by the
Company's Board of Directors.  The exercise price per share for the incentive
stock option cannot be less than 100% of the fair market value of common
shares on the grant date.

         As of December 31, 2002, there are 2,345,000 options granted and
exercisable.  These options expire in 2 to 4 years.  As of January 1 of each
year, beginning with 2002, the aggregate number of options that may be awarded
under the Plan shall automatically increase by a number equal to the lesser of
5% of the total number of common shares outstanding or 2,500,000 shares.

         During 2001, on the grant date,  2,345,000 options were granted.
These options were valued using the Black-Scholes pricing model with the
following assumptions: volatility of 50%, risk-free rate of 4.5%, option life
of 2 or 4 years.  In 2001, the Company recognized compensation expense of
$715,150 for the options granted.

         A summary of the option activity follows:
                                                                  Weighted
                                         Options                   Average
                                        Available    Options      Exercise
                                        For Grant   Outstanding     Price
                                       ------------ ------------ -----------
         Balances, January 1, 2002       2,345,000    2,345,000  $     0.50

         Granted                                 -            -           -
         Exercised                               -            -           -
         Canceled/forfeited                      -            -           -
                                       ------------ ------------ -----------

         Balances, December 31, 2002     2,345,000    2,345,000  $     0.50
                                       ============ ============ ===========



NOTE 8 - WARRANTS

         The Company applies SFAS 123 for warrants issued, which requires the
Company to estimate the fair value of each warrant issued at the grant date by
using the Black-Scholes pricing model.

         During 2002, the Company issued 1,000,000 warrants at an exercise
price of $0.25.  The warrants were issued for a term of 5 years and expire in
April 2007.  The fair value of the warrants  were determined using the
Black-Scholes pricing model with the following


                                18

<PAGE> 37

                        WHOLE LIVING, INC.
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 8 - WARRANTS (Continued)

assumptions: Stock price at grant date $0.25, risk free rate of 4.5%, warrant
life of 5 years, volatility of 131% with no dividend yield.  The Company has
recognized a prepaid expense of $220,000 for services related to the issuance
of these warrants.  The prepaid expense is currently being amortized over a 1
year period per the service agreement.

         During 2002, the Company issued 500,000 warrants at an exercise price
of $0.50.  The warrants were issued for a term of 5 years and expire in April
2007.  The fair value of the warrants were determined using the Black-Scholes
pricing model with the following assumptions: Stock price at grant date $0.25,
risk free rate of 4.5%, warrant life of 5 years, volatility of 131% with no
dividend yield.  The Company has recognized a prepaid expense of $105,000 for
services related to the issuance of these warrants.  The prepaid expense is
currently being amortized over a 1 year period per the service agreement.

         During 2001, the Company recognized an expense of $272,000 for
warrants which were issued in 2000.  The warrants issued in 2000 were for
services rendered in 2001.  The fair value of the warrants  were determined
using the Black-Scholes pricing model with the following assumptions: Stock
price at grant date $0.62, risk free rate of 4.5%, warrant life of 5 years,
volatility of 50% with no dividend yield.

         The following summarizes the warrant activity for 2002:

         Warrants outstanding at January 1, 2002                400,000

         Granted                                              1,500,000
         Exercised                                                    -
         Canceled/ forfeited                                          -
                                                            ------------
         Warrants outstanding at December 31, 2002            1,900,000
                                                            ============
         Weighted average price of warrants outstanding
         at December 31, 2002                               $      0.37
                                                            ============

                           Number of            Average       Weighted
                           Warrants            Remaining      Average
            Exercise      Outstanding          Contractual    Exercise
            Price      at December 31, 2002      Life         Price
           ----------- --------------------  --------------- -----------
           $     0.25        1,000,000           0.86         $    0.25
           $     0.50          900,000           0.66         $    0.50


NOTE 9 - RESCISSION OF ACQUISITION

         In July 2002, the Company exchanged 6,000,000 shares of common stock
for all of the  outstanding shares of common stock of Vestrio Corporation.  In
December 2002, the acquisition was rescinded and the shares issued were
returned and canceled.  During 2002, the Company settled certain claims and
debts of Vestrio Corporation in anticipation of the merger.  In relation to
the rescinded merger, acquisition expenses of $145,350 have been recognized.


                               19

<PAGE> 38

      ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE

     We have had no change, or disagreement with, our principal independent
accountants during the past two fiscal years.

                             PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a)

Directors and Executive Officers

     Our executive officers and directors and their respective ages and
positions are set forth below.  Biographical information for each of those
persons is also presented below.  Our bylaws require three directors who serve
until our next annual meeting or until each is succeeded by another qualified
director.  We currently have a vacancy on our Board.  Our executive officers
are chosen by our Board of Directors and serve at its discretion.  There are
no existing family relationships between or among any of our executive
officers or directors.

Name                 Age Position Held                        Director Since
----                ---- -------------                        --------------
Douglas J. Burdick   31  President, CEO and Director          May 1, 2002
Jeffrey R, Brudos    35  Secretary/Treasurer, Chief
                         Financial Officer, Director          May 1, 2002


     Douglas J. Burdick - Appointed President on June 25, 2002, and formerly
served as Executive Vice President and Chief Operating Officer since November
2001.  He also served as Vice President of Marketing for Whole Living during
2000 and 2001.  Mr. Burdick joined Whole Living as an independent distributor
in 2000.  He has experience in the network marketing industry as a network
marketer and trainer.  From 1997 to 2000 he was a network marketer and trainer
for The People's Network and, as an independent distributor for that company
had an organization of 76,000 distributors.  From June 1999 to November 1999
he worked as a consultant for OneWorld Online developing their business model
and directed an organization of 10,000 distributors.  From 1995 to 1997 he
directed a 216,000 distributor organization with Freeway 100.

     Jeffrey R. Brudos - Appointed Secretary/Treasurer and director on May 1,
2002, appointed Chief Financial Officer on April 1, 2002, and then appointed
Chief Planning Officer on January 15, 2003.  Mr. Brudos is a Certified Public
Accountant and has been employed by Whole Living since April 2002.  From
February 2001 through March 2002 he was employed by Bank of America as a
Senior Financial Analyst.  From January 2000 to January 2001 he was employed
through Pre Paid Legal as an Independent Sales Associate.  From September 1999
to January 2000 he was a business development consultant for One World
Online.Com.  From May 1999 to September 1999 he served as general manager for
Infinity Fulfillment.  From October 1998 to May 1999 he served as CFO for
World Quest International.  From May 1998 to September 1998 he worked for
InteleTravel Corporation as a senior business analyst.  Mr. Brudos earned a
bachelor's degree in Accountancy from the University of Wisconsin and is
registered as a CPA in Wisconsin.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than five percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and our other equity securities.  Officers,
directors and greater than ten-percent beneficial owners are required by SEC
regulations to furnish us with copies of all Section 16(a) reports they file.
Based upon review of the copies of such forms furnished to us during the
fiscal year ended December 31, 2002 and representations from known reporting

                                39


<PAGE>

persons that Forms 5 were not required; to the best of our knowledge Douglas
J. Burdick and Jeffrey R. Brudos failed to file Forms 3 in a timely manner and
Ronald K. Williams filed late a Form 4 for one transaction.

                 ITEM 10: EXECUTIVE COMPENSATION

     The following tables show the compensation paid in cash, stock or stock
options to our named executive officers in all capacities during the past
three fiscal years.

  _________________SUMMARY COMPENSATION TABLE__________________

                               Annual Compensation
                               -------------------
Name and principal                                          Other annual
position               Year    Salary ($)    Bonus ($)      compensation($)
---------------------  -----   ----------    -----------    --------------
Douglas J. Burdick     2002     $ 48,000     $     0        $ 152,645 (1)
President              2001            0           0           86,300 (2)
Director               2000            0           0           16,000 (2)

Jeffrey Brudos         2002       12,500       1,500           45,000 (3)
Secretary/Treasurer    2001            0           0                0
CFO                    2000            0           0                0


    (1) Represents $48,000 in consulting fees; $14,608 for corporate housing,
        $6,037 for an automobile lease and $84,000 for 400,000 shares.
    (2) Represents consulting fees
    (3) Represents 215,000 shares


                              Long Term Compensation
                              ----------------------
                                   Awards               Payouts
                                  --------              -------
                                                                  All
                           Restricted   Securities      LTIP      Other
Name and principal         stock        underlying      payouts   Comp.
position             Year  award(s)($)  Options/SARs(#) ($)       ($)
-------------------- ----- ------------ --------------- --------- ----------
Douglas J. Burdick   2002      0                0          0        0
Executive VP         2001      0          350,000          0        0
                     2000      0                0          0        0


Employment Contracts

     Profit Sharing Plan - On September 21, 2001, our Board authorized a
profit sharing pool using 2% of our quarterly net profits.  The initial plan
called for a distribution of 0.6% to Ronald K. Williams, 0.4% to Douglas J.
Burdick and 0.3% to Sharmon L. Smith.  During fiscal year 2002 and 2001 no
distributions were made.

Director Compensation

     We do not have any standard arrangement for compensation of our directors
for any services provided as

                                40

<PAGE>

director, including services for committee participation or for special
assignments.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The following table sets forth the beneficial ownership of our management and
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 32,849,640 shares of common stock
outstanding as of March 13, 2003, and any shares the each of the following
persons may acquire within 60 days by the exercise of warrants and/or options.


                    CERTAIN BENEFICIAL OWNERS

                             Common Stock Beneficially Owned
                             -------------------------------
Name and Address of          Number of Shares of
Beneficial Owners            Common Stock       Percentage of Class
---------------------------  ------------       -------------------

RB Mutual Ventures, Inc.        1,825,300            5.6%
476 E. south Temple #440
Salt Lake City, UT 84111

Buena Vista Consulting, Inc.    1,750,000            5.3%
1578 Arbor Street
Salt Lake City, UT 84111

Empire Fund Managers            1,750,000            5.3%
525 South 300 East, Suite 200
Salt Lake City, UT 84111

                            MANAGEMENT


                                       Common Stock Beneficially Owned
                                       --------------------------------
Name and Address of      Number of Shares of  Underlying Shares  Percentage of
Beneficial Owners        Common Stock         Options (1)        Class
------------------------ ------------         ---------------    ------
Douglas J. Burdick           400,000           350,000            2.3%
433 East Bay Boulevard
Provo, Utah  84606

Jeffrey R. Brudos            215,000                 0           Less than 1%
433 East Bay Boulevard
Provo, Utah  84606

All executive officers and
directors as a group         615,000           350,000            2.9%

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



                                41

<PAGE>

     ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     On May 3, 2002, we issued 1,325,300 shares to RB Mutual Ventures, Inc., a
more than 5% shareholder, to satisfy a promissory note totaling $225,301, with
interest.  These shares include piggy back registration rights.

     On April 3, 2002, we issued an aggregate of 6,000,000 common shares to
three persons as settlement of outstanding promissory notes valued at
$881,559.  We issued 2,000,000 shares to Empire Fund Managers and 2,000,000
shares to Buena Vista Consulting, Inc.  These shares include piggy back
registration rights.  As a result of this transaction these companies became
more than 5% shareholders.

     On May 1, 2002, we issued 400,000 common shares to Douglas J. Burdick,
our President and Director, in consideration for services rendered to Whole
Living, valued at approximately $84,000.  Jeffrey R. Brudos, our CFO and
Director, received 200,000 shares in consideration for services rendered to
Whole Living, valued at approximately $42,000.  This transaction was
negotiated between related parties without "arms length" bargaining and as a
result the terms of this transaction may be different than transactions
between unrelated parties.

     On September 21, 2001, our Board authorized a profit sharing pool using
2% of our quarterly net profits.  The initial plan called for a distribution
of 0.6% to Ronald K. Williams, 0.4% to Douglas J. Burdick and 0.3% to Sharmon
L. Smith.  We did not make any distributions under this profit sharing plan
during fiscal year 2001. This transaction was negotiated between related
parties without "arms length" bargaining and as a result the terms of this
transaction may be different than transactions between unrelated parties.

     On September 20, 2001, we granted options to purchase common shares at an
exercise price of $0.50 to Ronald K. Williams, Douglas J. Burdick and Sharmon
L. Smith.  We granted options to purchase 500,000 shares to Mr. Williams and
options to purchase 100,000 shares to Mr. Smith and 150,000 shares to Mr.
Burdick.  The options expire September 20, 2006.    This transaction was
negotiated between related parties without "arms length" bargaining and as a
result the terms of this transaction may be different than transactions
between unrelated parties.

     On July 12, 2001, we issued 300,000 shares valued at $150,000 to Ronald
K. Williams, our President, for compensation for services rendered on our
behalf.  We also issued 200,000 shares valued at $100,000 to Douglas J.
Burdick, and 150,000 shares valued at $75,000 to Sharmon Smith, our Director,
for services rendered.  This transaction was negotiated between related
parties without "arms length" bargaining and as a result the terms of this
transaction may be different than transactions between unrelated parties.


            ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

2.1   Agreement and Plan of Reorganization between Whole Living and Vestrio,
      dated July 8, 2002 (Incorporated by reference to exhibit 2.1 to Form
      8-K, filed July 11, 2002)
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   Bylaws of Whole Living
      (Incorporated by reference to exhibit 2.4 to the Form 10-SB, as amended,
      filed August 9, 1999)

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<PAGE>

10.1  Lease Agreement between Whole Living and Dare Associates, LLC, dated
      September 6, 2002
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.
99.1  Section 1350 Chief Executive Officer certification
99.2  Section 1350 Chief Financial Officer certification

Reports on Form 8-K

     None.

                ITEM 14.  CONTROLS AND PROCEDURES

     During the year ended December 31, 2002, we established a disclosure
committee responsible for our disclosure controls and procedures.  The
disclosure committee is responsible for the establishment of formalized
procedures to ensure that material information regarding our company and its
operations is provided to the public in a timely manner.  On March 14, 2003,
our CEO and CFO reevaluated the effectiveness of these disclosure controls and
procedures and determined that there continued to be no significant
deficiencies in these procedures.

     Also, the CEO and CFO did not identify any deficiencies or material
weaknesses in our internal controls, nor did they identify fraud that involved
management or other employees who had a significant role in our internal
controls.  They did not find any deficiencies or weaknesses which would
require changes to be made or corrective actions to be taken related to our
internal controls.

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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 report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                             WHOLE LIVING, INC.

                                  /s/ Douglas J. Burdick
Date: April 4, 2003          By:________________________________________
                                 Douglas J. Burdick
                                 President and Director



     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/ Jeffrey R. Brudos
Date: April 4, 2003          By: _______________________________________
                                  Jeffrey R. Brudos
                                  Secretary/Treasurer, CFO and Director


            PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Douglas J. Burdick, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Whole Living, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;


                                44

<PAGE>

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                /s/ Douglas J. Burdick
Date: April 4, 2003          ____________________________________
                             Douglas J. Burdick
                             Principal Executive Officer


              CHIEF FINANCIAL OFFICER CERTIFICATION

I, Jeffrey R. Brudos, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Whole Living, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

                                45

<PAGE>

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.





                           Jeffrey R. Brudos
Date: April 4, 2003       ____________________________________
                          Jeffrey R. Brudos
                          Chief Financial Officer





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