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, 2004


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

                 Commission file number: 0-26973

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

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

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. [X]

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

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

Documents incorporated by reference: None

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

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                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business.........................................3
Item 2.  Description of Property........................................10
Item 3.  Legal Proceedings..............................................10
Item 4.  Submission of Matters to a Vote of Security Holders............11

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.......11
Item 6.  Management's Discussion and Analysis...........................13
Item 7.  Financial Statements...........................................17
Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure............................34
Item 8A. Controls and Procedures........................................34
Item 8B. Other Information..............................................34

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons, Compliance with Section 16(a) of the Exchange Act.....34
Item 10. Executive Compensation.........................................35
Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters.....................36
Item 12. Certain Relationships and Related Transactions.................37
Item 13. Exhibits.......................................................37
Item 14. Principal Accountant Fees and Services.........................38
Signatures..............................................................39




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

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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


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                              PART I

                 ITEM 1.  DESCRIPTION OF BUSINESS

HISTORICAL DEVELOPMENT

Whole Living, Inc. was incorporated in the state of Nevada on March 18, 1999.
In May of 1999, Whole Living merged with Whole Living Inc., a Utah
corporation, which owned the products and formulas presently being marketed by
Whole Living, as well as the trademark "Brain Garden."  Whole Living formed
Brain Garden, Inc., a Nevada corporation, in May 2002, and Whole Living
transferred the assets related to the Brain Garden products to this
wholly-owned subsidiary.

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.  We employ a network marketing system to introduce our
products to customers and independent distributors and our distributors
sponsor new distributors.

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 divide nutrition into three categories:
     1. Primary Nutrition = This is 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 categories of nutrition impact a person's health, but
only primary nutrition holds the key to permanent health success.  We believe
that primary nutrition must be more convenient to realize better health.  We
are committed to developing and providing quality products that are
convenient, easy to use, easy to sell and effective.

Principal Products

      Whole Foods

Our primary nutrition product is Pulse, which consists of a variety of nuts,
seeds, fruits and grains and may be used as a snack or a meal replacement.
Pulse is packaged as a food bar in 26 different flavors or loose in canisters
in individual or family size in 14 different flavors.  Pulse has the proteins,
fibers, carbohydrates and other nutrients needed in a healthy diet.  Pulse
also is an integral part of two of our programs called Food First and Food for
Life, discussed below.  Our other primary nutrition snack products include
Soups, Finally Fruit, Parched Pulse and Brain Grain.  These Whole Food
products represented approximately 90% of product sales for the past two
years.   In addition, during the past year we have increased our product
offerings to include soups and stews, salsas and salad dressings.  We have
also created Mix Snacks to provide an all natural alternative to potato chips
and saturated fat snacks.

      Personal Care

Our Earthborn Creations personal care line of products include 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

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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 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 soy and other natural
ingredients

      Essential Oils

Our essential oils provide health benefits for the user of these natural plant
oils found in the tissues of aromatic plants.  These products are designed to
be applied topically to the body for therapeutic relief.  In December 2004 we
launched our World of Wellness program for our essential oil product line.  We
offer a Founder's Pack that includes 17 different oils, Defense Capsules and
Veggie Capsules, a carry case, oil droppers and an oil spray.  The Founder's
Pack also includes access to the new World of Wellness web site that provides
education and training on overall prevention and easy first-aid procedures
using essential oils.

      Food First Program

We began our Food First Program to bring our message of convenient primary
nutrition to the public. The program educates people about the power of
primary nutrition and then puts them on a 10-day program to prove it to
themselves.  We rely on distributors who provide short, informative meetings
about The Food First Program so that our customers and distributors can learn
about good nutrition.  At the end of these meetings our distributors 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, and compact discs.  We provide this program to our customers for
only the cost of shipping and handling (approximately $29 U.S.) as long as our
customers provide us with three simple things:
      1.   Fill out a simple online questionnaire;
      2.   Complete their online 10-day health journal; and
      3.   Complete their online health questionnaire at the end of their
           10-day program.
After the person completes the 10-day Food First Program, then we offer a Food
for Life Pack to continue primary nutrition by replacing one meal a day with
Whole Food products.

In February 2005 we initiated seven new programs that give customers
additional choices and savings.  We initiated bulk purchasing through
"Bar-A-Day," "Meal-A-Day" and "Two Meals-A-Day," in 30 day shipments that can
be prepaid six months in advance.  Also, the original 10-day program was
expanded to a 90-day program we call "90 Days to Freedom."

      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 2% of sales.  We also maintain an insurance policy for
product liability claims with a $1,000,000.00 per claim and $2,000,000.00
annual aggregate limit.

      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.  In the
first quarter of 2005 we introduced our Great Start Cereals and Meal Makers.
Great Start Cereals come in three flavors, include grains, nuts and fruits,
and require only hot water to create hot cereals.  Meal Makers are designed to
mix with meats and simmer for a quick wholesome meal.

Raw Materials and Suppliers


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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.

Distribution Network

We have a sales office, manufacturing and fulfillment facility located in
Provo, Utah.  In December 2004 we opened our fulfillment center located in
Brisbane, Australia, to improve our product delivery and freshness in the
Australian and New Zealand markets.  We buy raw materials from third-party
suppliers, manufacture our food products in-house and warehouse the bulk food
product at our facilities.  The bulk product is prepared for individual
product orders and shipped to individual customers and distributors in the
United States, Australia, New Zealand, Canada, and the United Kingdom.

Distributors and customers pay for products prior to shipment, therefore we
carry minimal accounts receivable.  Distributors and customers place orders on
the Brain Garden's state-of-the-art Internet website, by placing the order
over the phone with our inbound call center, or faxing in orders.
Distributors and customers 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 .05% of our orders.

In February 2005 we launched 11 new programs to increase savings and provide
pre-paying options to distributors and customers.  The programs allow
customers and distributors to order 30-day product shipments that can be
prepaid six months in advance.

      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 sale, 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 distributor compensation
plan, the "Unigen Plan," discussed below.

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

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 Vision.  Under a generational
program, a distributor receives a small percentage from other distributors'
sales that are brought on line below them, both directly and indirectly via
the "legs."  In our system, this generational concept is tied into


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our Team Leader, Captain, Team Captain and All Star classifications.  As a
distributor gains more "qualified legs" which qualify through monthly sales
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 sales volume.  As a distributor adds new "active" legs and builds
depth, his or her status moves from Captain to Team Captain, from Team Leader
to 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 customers or 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 customers and
distributors, he or she will stop receiving compensation from customers and
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 200 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 Captain requires 200
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 200 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 sales volume.

In addition to the highest levels, we have two lower level distributor
classifications consisting of Team Builder and Team Leader in the monthly
generational pay program.  To qualify as a Team Builder, a distributor must
have personal volume totaling 200 PV.  A Team Leader is a distributor that has
attained the Team Leader level of 100 PV and has established two "active" legs
with 300 gross volume per leg and a total of 1,000 gross volume.  In all ranks
above, PV may accumulate from personal retail sales, personal purchases or
enrolled customers who buy each month.

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.

      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 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," "down-line" or
"sponsored" distributors.  If down-line distributors also sponsor new
distributors, they create additional levels in the structure, but their
down-line distributors remain in the same down-line network as their original
sponsoring distributor.

Generally, distributors invite friends, family members, and acquaintances to
meetings.  People are often attracted to

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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 home
meetings 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 commission volume points.
Commissions are based on a distributor's personal and group commission volume.
A distributor receives commissions based on a percentage of commission volume
of his or her down-line each month.  Commission 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 customers or distributors into the business,
which in turn expand their own businesses, he or she receives more commissions
from down-line sales.  Generally, a distributor can receive commission bonuses
only if, on a monthly basis, (i) the distributor achieves at least 200
personal PV, 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 may purchase a Distributor Starter Kit which sells for
$39.95.  The Distributor Kit includes online (web based) training program, a
personalized website, and the right to earn commissions and do the Brain
Garden business.  This Distributor Starter Kit accounts for less than 1% 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 and/or
personal customer 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 also posted on our web site.  Our
distributor rules and guidelines are designed to provide distributors with
maximum flexibility and opportunity within the bounds of governmental
regulations regarding network marketing and prudent business policies and
procedures.  Distributors are independent contractors and are thus prohibited
from representing themselves as our agents or 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.


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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, withdrawals
or denial of an award, suspension of privileges of a distributorship,
withholding commissions until specified conditions are satisfied, or other
appropriate injunctive relief.   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.

We offer our products on the 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 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.

Competition

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.  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.

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.

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

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of many more direct selling organizations into the marketplace as this channel
of distribution expands over the next several years.

Trademarks, Patents and Intellectual Property

We have secured trademark protection for Brain Garden(TM).  We consider our
trademark protection to be very important to brand name recognition and
distributor and consumer loyalty to our business.  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 products names.  We intend to register our important trademarks
in the United States.  In addition, a number of our products utilize
proprietary formulations, but we do not own any patents for these products.

Government Regulations

      Direct Selling Activities

Direct selling activities are regulated by various federal, state and local
governmental agencies in the United States and foreign countries.  We believe
that our method of distribution is in compliance in all material respects with
the laws and regulations relating to direct selling activities in the United
States 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 impose certain
cancellation/product return, inventory buy-backs and "cooling-off" rights for
consumers and distributors, require us or our distributors to register with
the governmental agency, impose certain requirements on us, and/or 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 affect 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 which 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 or safety
and food and drug regulations for our products.

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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

As of the date of this filing we have 40 full time employees.  Many of these
employees directly support the distributor network.  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.   DESCRIPTION OF PROPERTY

In September 2002 we leased a two story 40,000 square foot facility located in
Provo, Utah, which houses the corporate offices, manufacturing and fulfillment
and is Brain Garden's international headquarters.  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.  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.

                    ITEM 3.  LEGAL PROCEEDINGS

In April 2003 Evan Richards and Evolocity.com filed a complaint against Wall
Street Mentors Seminars, LLC, Vestrio Corporation, Inc., Whole Living and
other interested parties.  The complaint was filed in the Fourth Judicial
District Court of Utah County, State of Utah.  Mr. Richards seeks monetary
damages of approximately $805,000 for the alleged breach of a marketing
contract between Evolocity.com and Wall Street Mentors and Online Investor
Network.  Mr. Richards claims vicarious liability against Whole Living as the
successor of Wall Street Mentors and Vestrio Corporation.  We have contested
these claims and filed a motion to dismiss Mr. Richards' complaint against us.
The Company's motion to dismiss has been stayed pending preliminary discovery
in this action.

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, LLC.  The purpose
of the injunction was to stop Mr. Tolman from competing against the company in
violation of a non-compete agreement he signed.  At a preliminary hearing on
April 2, 2003, the Court issued a temporary restraining order which expired
April 10, 2003.  On May 5, 2003 Mr. Tolman filed a counterclaim for payments
he alleges are due and owing to him.  On August 2, 2003, the Court granted
Whole Living's  preliminary injunction against Mr. Tolman and other interested
parties.  On November 29, 2004 the Court issued a memorandum decision and
order finding Mr. Tolman, Mark Bowen and Think Again, Inc., doing business as
a Great American, the Wholefood Farmacy, in contempt for violation of the
preliminary injunction and granted preliminary damages of approximately
$240,430.  On January 10, 2005, Think Again, Inc. filed for relief under
Chapter 11 of the United States Bankruptcy Court and has sought removal of the
Utah litigation to the United States Bankruptcy Court for the Eastern District
of Tennessee.  Whole Living is opposing that removal and is taking other
action to protect the Company's interest in that bankruptcy proceeding.  No
trial date has been set in the Utah action.

On January 28, 2003 Dave Nicolson filed a complaint in the Fourth Judicial
District Court, Utah County, State of Utah against Whole Living and Vestrio,
Inc.  The claim is related to agreement by and between Whole Living, Vestrio
and Mr. Nicolson, in which Whole Living and Vestrio agreed to pay Mr. Nicolson
$250,000 for the release

                                10

<PAGE>


of claims he allegedly held against Vestrio, Inc.  Mr. Nicolson alleged that
the first payment of $50,000 was made, but none of the subsequent payments
were paid when due.  Whole Living filed an answer and counterclaim against Mr.
Nicolson in which we claimed rescission of the agreement based on fraud,
mistake and undue influence, and voidance of the contract based on lack and
failure of consideration.  A bench trial was conducted on March 28, 29 and 30,
2005.  Following the submission of evidence and legal argument, the Court
ruled in Mr. Nicolson's favor granting him judgment against Whole Living in
the principal amount of $250,000, plus accrued prejudgment interest.  Whole
Living has yet to determine if it will appeal that judgment.

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.

   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 2004 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 of our common stock for each quarter for the past two fiscal years 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.

        Year       Quarter Ended           High        Low
       ---------   --------------------   --------   --------
        2003       March 31               $ 0.27      $ 0.14
                   June 30                  0.41        0.16
                   September 30             0.97        0.19
                   December 31              0.86        0.35

        2004       March 31               $ 0.60      $ 0.37
                   June 30                  0.39        0.18
                   September 30             0.22        0.13
                   December 31              0.19        0.11

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; or
..    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, then trading in the shares will
be subject to additional sales practice

                                11

<PAGE>

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 to the purchaser 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

As of March 3, 2005 we had approximately 135 shareholders of record, which
does not include "street accounts" of securities brokers.

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 and the payment of any cash dividends on our
common stock is unlikely.

RECENT SALES OF UNREGISTERED SECURITIES

The following discussion describes all securities sold by us during the 2004
fourth quarter through a recent date that have not been previously reported.

On November 16, 2004 we issued an aggregate of 7,034,130 common shares to
convert debt of $703,413.  We issued 3,034,130 to Broad Investment Partners,
2,000,000 shares to Robert Bryson, and 2,000,000 to Empire Fund Managers.  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 17, 2004 we issued an aggregate of 2,750,000 common shares to
convert debt of $346,300.  We issued 750,000 shares to Liberty Partners and
2,000,000 shares to Ruland Gill, Jr.  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 30, 2004 we issued 600,000 common shares to Donald Mayer in
consideration for insurance premiums valued at $71,790.  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 30, 2004 we issued an aggregate of 2,103,475 common shares to
convert debt of $252,417.  We issued 103,475 shares to First Equity Holdings
Corp. and 2,000,000 shares to Kevin Howard.  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.

In connection with the issuance of our securities, we believe that the
purchaser:
..    was aware that the securities had not been registered under federal
     securities laws,
..    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,

                                12

<PAGE>

..    understood that the securities would need to be indefinitely held unless
     registered or an exemption from registration applied to a proposed
     disposition, and
..    was aware that the certificate representing the securities would bear a
     legend restricting their transfer.

ISSUER PURCHASE OF SECURITIES

None.

          ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

EXECUTIVE OVERVIEW

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

Currently, our revenues are not at a level which can support our operations
and we have recorded net losses for the years ended December 31, 2003 and
2004.  At December 31, 2004 we had an accumulated deficit of $13,837,486.  We
will need additional financing to fund operations and to further develop our
business plan.  If we are unable to obtain additional funding we may be
required to reduce personnel or scale back our business plans.

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

Net cash used by operating activities was $1,485,668 for the 2004 year
compared to $621,454 for the 2003 year.  Net cash used by investing activities
was $314,052 for the 2004 year compared to $952,521 for the 2003 year.  The
investing activities for both years were primarily related to purchases of
property and equipment and development

                                13


<PAGE>

of software.

FINANCING

Historically, we have financed our operations through revenues and debt
financing.  Net cash provided by financing activities was $1,799,720 for the
2004 year compared to $1,573,975 for the 2003 year.  Management anticipates
that additional capital for cash shortfalls will be provided by debt
financing.  We may pay these loans with cash, if available, or convert these
loans into common stock.  We may also issue private placements of stock to
raise additional funding.  Any private placement likely will rely upon
exemptions provided by federal and state securities laws.  The purchasers and
manner of issuance will be determined according to our financial needs and the
available exemptions.  We also note that if we issue more shares of our common
stock, our shareholders may experience dilution in the value per share of
their common stock.

COMMITMENTS AND CONTINGENT LIABILITIES

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

Our total current liabilities were $1,547,245 at December 31, 2004.  The total
current liabilities include a bank overdraft of $94,711, accounts payable of
$603,939, accrued expenses of $350,163, contingent liabilities related to
legal proceedings of $286,390, and the current portion of long-term
liabilities of $212,042.  During the fourth quarter of 2004 the current
portion of long-term liabilities was decreased to $212,042 at December 31,
2004 as a result of converting notes payable into common stock.  (See Part II,
Item 5, "Recent Sales of Unregistered Securities," above).

OFF-BALANCE SHEET ARRANGEMENTS

None.

RESULTS OF OPERATIONS

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

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

                                               2003                2004
                                         ------------------ ------------------
      Sales                              $    12,323,973    $    6,758,535

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

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

      Total operating expenses                 3,729,799         3,929,770

      Loss from operations                      (865,217)       (2,497,918)

      Other expense                             (193,065)         (279,917)


<PAGE> 14


      Net loss                                (1,058,282)       (2,777,835)

      Net loss per share                 $         (0.03)    $       (0.06)

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

Cost of goods sold consists primarily of the cost of procuring and packaging
products, sales commissions paid to our independent distributors, the cost of
shipping product to distributors, plus credit card sales processing fees.
Cost of goods sold was approximately 77% of total sales for both 2003 and
2004.  Distributor commissions are paid to several levels of distributors on
each product sold.  The amount and recipient of the commission varies
depending on the purchaser's position within the Unigen Plan.  Distributor
commissions are paid to distributors on a monthly basis based upon their
personal and group sales volume.  Additional bonuses are paid weekly to
distributors.  The overall payout average for sales commissions has
historically been approximately 36% to 38% of product sales.

Total operating expenses increased 5% for the 2004 year compared to the 2003
year.  Selling expenses, which include marketing expenses, the support of
sales meetings and events, and certain customer service expenses, decreased to
$456,156 for the 2004 year compared to $749,721 for the 2003 year.  This
decrease was primarily due to higher marketing expenses for our Food First
Program during the 2003 year.  General and administrative expenses, which
include general office expense, management and employees' salaries, and the
support systems for the distributor network, increased to $3,473,614 for the
2004 year compared to $2,980,078 for the 2003 year.

Total other expense for the 2004 year was primarily related to contingent
liabilities of a $250,000 for legal proceedings  and interest expense of
$120,649.  For 2003 total other expense was primarily the result of interest
expense of $76,196, a $63,173 loss on the disposal of assets upon termination
of the Vestrio Corporation acquisition agreement, and $53,852 miscellaneous
expense.

As a result of the above, our net loss increased for the 2004 year and our net
loss per share was $0.06 for the 2004 year.

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

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

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

       Cash                       $               -   $              -

       Total current assets                 875,573            549,081

       Total assets                       1,806,162          1,395,763

       Total current liabilities          2,337,040          1,547,245

       Total liabilities                  2,337,040          1,547,245

       Retained deficit                 (11,059,651)       (13,837,486)

       Total stockholders equity $         (530,878)   $      (151,482)



                                15

<PAGE>


At December 31, 2004 our total assets had decreased 22.7% compared to the
prior year due to decreases in cash, accounts receivable, prepaid expenses and
property and equipment.  However, total liabilities decreased 33.8% primarily
due to the conversion of notes payable.

FACTORS AFFECTING FUTURE PERFORMANCE

Internal cash flows alone have not been sufficient to maintain our operations.
We have had a history of losses and have been unable to maintain the
profitability we experienced in the 2003 second and third quarter. Actual
costs and revenues could vary from the amounts we expect or budget, possibly
materially, and those variations are likely to affect how much additional
financing we will need for our operations.

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

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


                                16


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS






                        WHOLE LIVING, INC.

                CONSOLIDATED FINANCIAL STATEMENTS

                    December 31, 2004 and 2003



<PAGE> 17


                         C O N T E N T S

Auditors' Report.........................................................F-3

Consolidated Balance Sheets..............................................F-4

Consolidated Statements of Operations....................................F-5

Consolidated Statements of Stockholders' Equity..........................F-6

Consolidated Statements of Cash Flows....................................F-7

Notes to the Consolidated Financial Statements...........................F-8


<PAGE> 18





   Chisholm,
     Bierwolf &                                 533 West 2600 South, Suite 250
       Nilson, LLC                                       Bountiful, Utah 84010
                                                         Office (801) 292-8756
Certified Public Accountants                                Fax (801) 292-8809

______________________________________________________________________________


                   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, 2004 and 2003 and the related consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor have we been
engaged to perform, an audit of its internal control over financial reporting.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Whole Living, Inc. as of December 31, 2004 and 2003 and the consolidated
results of its operations and cash flows for the years then ended in
conformity with U.S. generally accepted accounting principles.

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


/s/ Chisholm, Bierwolf & Nilson LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 26, 2005

<PAGE> 19

                        Whole Living, Inc.
                   Consolidated Balance Sheets


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

Property & Equipment, Net                              798,824       891,631

Other Assets
  Goodwill, Net                                         17,318        17,318
  Deposits                                              30,540        21,640
                                                  ------------- -------------
Total Other Assets                                      47,858        38,958
                                                  ------------- -------------

  Total Assets                                    $  1,395,763  $  1,806,162
                                                  ============= =============

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

Current Liabilities
  Bank Overdraft                                  $     94,711  $    135,890
  Accounts Payable                                     603,939       619,071
  Accrued Expenses                                     350,163       278,199
  Contingent Liabilities                               286,390       190,390
  Current Portion of Long-Term Liabilities             212,042     1,113,490
                                                  ------------- -------------
Total Current Liabilities                            1,547,245     2,337,040

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

  Total Liabilities                                  1,547,245     2,337,040

Stockholders' Equity
  Common Stock, $.001 Par Value; 100,000,000
    Shares Authorized; 66,377,245 and 43,079,640
    Shares Issued and Outstanding, Respectively         66,377        43,080
  Additional Paid-In Capital                        13,710,194    10,731,056
  Retained Deficit                                 (13,837,486)  (11,059,651)
  Prepaid Expenses                                     (90,567)     (245,363)
                                                  ------------- -------------
Total Stockholders' Equity                            (151,482)     (530,878)
                                                  ------------- -------------

  Total Liabilities and Stockholders' Equity      $  1,395,763  $  1,806,162
                                                  ============= =============


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

                               F-4

<PAGE> 20


                        Whole Living, Inc.
              Consolidated Statements of Operations


                                                     For the Years Ended
                                                          December 31,
                                                  ---------------------------
                                                       2004         2003
                                                  ------------- -------------

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

Cost Of Goods Sold                                   5,326,683     9,459,391
                                                  ------------- -------------

Gross Profit                                         1,431,852     2,864,582
                                                  ------------- -------------
Operating Expenses
  Selling Expenses                                     456,156       749,721
  General and Administrative                         3,473,614     2,980,078
                                                  ------------- -------------
    Total Operating Expenses                         3,929,770     3,729,799
                                                  ------------- -------------

Operating Income (Loss)                             (2,497,918)     (865,217)

Other Income (Expense)
  Loss on Lawsuit Contingency                         (250,000)            -
  Loss on Disposal of Assets                                 -       (63,173)
  Miscellaneous Expense                                 90,619       (53,852)
  Interest Income                                          113           156
  Interest Expense                                    (120,649)      (76,196)
                                                  ------------- -------------
     Total Other Income(Expense)                      (279,917)     (193,065)
                                                  ------------- -------------

Net Income (Loss) Before Income Taxes               (2,777,835)   (1,058,282)

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

Net Income (Loss)                                 $ (2,777,835) $ (1,058,282)
                                                  ============= =============

Weighted Average Income (Loss) Per Share          $      (0.06) $      (0.03)
                                                  ============= =============

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


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

                               F-5
<PAGE> 21
<TABLE>
<CAPTION>


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


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

                                <c>           <c>           <c>           <c>           <c>
Balance, December 31, 2002           32,849,640  $     32,850  $  9,337,002  $(10,001,369) $   (110,500)

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

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

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

Amortization of prepaid expenses              -             -             -             -       299,907

Net income (loss) for the year
ended December 31, 2003                       -             -             -    (1,058,282)            -
                                   ------------- ------------- ------------- ------------- -------------
Balance, December 31, 2003           43,079,640        43,080    10,731,056   (11,059,651)     (245,363)

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

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

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

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

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

Amortization of prepaid expenses              -             -             -             -       226,586

Net income (loss) for the year
ended December 31, 2004                       -             -             -    (2,777,835)            -
                                   ------------- ------------- ------------- ------------- -------------

Balance, December 31, 2004           66,377,245  $     66,377  $ 13,710,194  $(13,837,486) $    (90,567)
                                   ============= ============= ============= ============= =============



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

                                       F-6

</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>

                          Whole Living, Inc.
                 Consolidated Statements of Cash Flows


                                                                For the Years Ended
                                                                    December 31,
                                                             ---------------------------
                                                                  2004         2003
                                                             ------------- -------------

                                                          <c>           <c>
Cash Flows From Operating Activities
Net Income(Loss)                                             $ (2,777,835) $ (1,058,282)
Adjustments to Reconcile Net Income(Loss) to
 Net Cash Provided(Used) in Operating Activities:
   Depreciation and Amortization                                  683,446       502,533
   Stock Issued for Services                                       11,700             -
   Stock Issued for Accrued Interest                              120,649        49,514
   Loss on Disposal of Assets                                           -        63,173
   Deposits                                                        (8,900)       14,795
   Bad Debt Expense                                                     -        27,000
   Notes Payable Issued for Wages                                       -        27,000
   Notes Payable Issued for Finance Charges                        48,000             -
Changes in Assets and Liabilities
   (Increase) Decrease in:
   Accounts Receivable                                            109,602      (128,023)
   Receivables - Other                                                  -             -
   Inventory                                                      131,402         5,714
   Prepaid Expenses                                                35,488        (6,139)
   Increase (Decrease) in:
   Bank Overdraft                                                 (41,179)      108,678
   Accounts Payable                                               (15,132)      (74,176)
   Contingent Liabilities                                          96,000       (18,429)
   Accrued Expenses                                               121,091      (134,812)
                                                             ------------- -------------
   Net Cash Provided(Used) by Operating Activities             (1,485,668)     (621,454)
                                                             ------------- -------------
Cash Flows from Investing Activities
  Cash Paid (to) from Escrow                                       50,000       (50,000)
  Cash Paid for Property and Equipment                           (364,052)     (902,521)
                                                             ------------- -------------
  Net Cash Provided(Used) by Investing Activities                (314,052)     (952,521)
                                                             ------------- -------------
Cash Flows from Financing Activities
  Cash Received from Notes Payable - Related Party              1,841,985     1,573,975
  Cash Paid for Notes Payable - Related Party                     (42,265)            -
                                                             ------------- -------------
  Net Cash Provided(Used) by Financing Activities               1,799,720     1,573,975
                                                             ------------- -------------
Increase (Decrease) in Cash                                             -             -

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

Supplemental Disclosures of Cash Flow Information:

Cash Paid for:

  Interest                                                   $          -  $      8,797
  Income Taxes                                               $          -  $          -

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





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


                                  F-7

</TABLE>
<PAGE> 23

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

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.

                               F-8

<PAGE> 24

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

c.  Principles of Consolidation

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

d.  Earnings (Loss) Per Share

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

                                                           December 31,
                                                  ---------------------------
                                                       2004           2003
                                                  ------------- -------------
     Income (Loss) Numerator                      $ (2,777,835) $ (1,058,282)
     Shares (Denominator)                           49,412,578    41,745,084
                                                  ------------- -------------
     Per Share Amount                             $      (0.06) $      (0.03)
                                                  ============= =============

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

e.  Provision for Income Taxes

No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $13,800,000 that will be offset against
future taxable income.  Since the Company has yet to prove they can generate
taxable income, a valuation account has been created to eliminate the deferred
tax asset.

Deferred tax assets and the valuation account is as follows at December 31,
2004 and 2003:
                                                           December 31,
                                                   ---------------------------
                                                       2004           2003
                                                   ------------- -------------
     Deferred tax asset:
     NOL carryforward                              $  4,692,000  $  3,740,000
     Valuation allowance                             (4,692,000)   (3,740,000)
                                                   ------------- -------------
                                                   $          -  $          -
                                                   ============= =============
f.  Cash and Cash Equivalents

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

                               F-9
<PAGE> 25

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

g.  Property and Equipment

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

The provision for depreciation is calculated using the straight-line method
over the estimated useful lives of the assets.  Depreciation expense for the
period ended December 31, 2004 and 2003 is $456,860 and $202,626,
respectively.

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

h. Inventory

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

i. Fair Value of Financial Instruments

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

j. 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.  On January 1, 2002, the Company adopted
SFAS No. 141, Business Combinations and SFAS No. 142, Goodwill and Other
Intangible Assets, which established standards for the treatment of goodwill
and other intangible assets.  SFAS No. 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.  There are no impairments
as of December 31, 2004 and 2003.


                               F-10

<PAGE> 26

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

l. Stock Options and Warrants

As permitted by FASB Statement NO. 123 "Accounting for Stock Based
Compensation" (SFAS No. 123) and amended under FASB Statement 148, "Accounting
for Stock Based Compensation-Transition and Disclosure" (SFAS No. 148), the
Company has elected to measure and record compensation cost relative to
employee stock option costs in accordance with Accounting Principles Board
("APB") Opinion 25, "Accounting for Stock

Issued to Employees", and related interpretations and make pro forma
disclosures of net income (loss) and basic earnings (loss) per share as if the
fair value method of valuing stock options have been applied.  Under APB
Opinion 25, compensation cost is recognized for stock options granted to
employees when the option price is less than the market price of the
underlying common stock on the date of the grant.

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

NOTE 2 - PROPERTY AND EQUIPMENT

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

                                                         December 31,
                                                 --------------------------
                                                      2004         2003
                                                 ------------- ------------
     Equipment & furnishings                     $    427,712  $   363,668
     Office furniture & fixtures                       98,932       75,723
     Software                                       1,309,323    1,097,622
                                                 ------------- ------------
                                                    1,835,967    1,537,013
     Accumulated depreciation                      (1,037,143)    (645,382)
                                                 ------------- ------------
     Total Property & Equipment                  $    798,824  $   891,631
                                                 ============= ============



                               F-11
<PAGE> 27

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

NOTE 3 - LONG-TERM LIABILITIES

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

Notes payable - related party is detailed as follows:

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

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

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

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

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

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

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


        2005                                                     $    212,042
                                                                 -------------

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

Future minimum payments on the operating lease is as follows:

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

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

                               F-12

<PAGE> 28

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)

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

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

During 2002, two individuals filed a complaint in the Third Judicial District
Court, in and for Salt Lake County, State of Utah, Sandy Dept, against the
Company seeking payment of debts allegedly incurred for and on the behalf of
the Company while they were acting as officers and directors of the Company.
After the Company answered the complaint, a settlement was reached with 1 of
the individuals and his claim was dismissed.  In March 2003, the other
individual filed a motion to amend the complaint to add a new cause of action.
The individual's original claim was for the repayment of amounts allegedly
paid on his American Express account on behalf of the Company. The new
complaint repeats this claim and alleges that monies due for a copy machine
lease guaranteed by the individual have not been paid by the Company.  Through
counsel, the individual has demanded payment for these lease payments.  The
Company has filed several counterclaims against the individual which have
advanced in this litigation and will continue to advance.  However, any monies
legitimately due and owed based on the copier lease will be paid by the
Company.  As of December 31, 2004, there are ongoing settlement negotiations
regarding this claim.  As of December 31, 2004 and 2003, a potential loss from
the settlement is estimated not to exceed $13,000.  The Company has recognized
a contingent liability of $13,000 as of December 31, 2004 and 2003.


                               F-13

<PAGE> 29


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

NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)

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

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

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

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

On January 28, 2003, Dave Nicolson ("Nicolson") filed a complaint in the
Fourth Judicial District Court, Utah County, State of Utah against the Company
and Vestrio, Inc. a former wholly owned subsidiary of the Company.  The claim
is based upon an agreement entered into by and between the Company, Vestrio,
Inc. and Nicolson under the terms of which the Company and Vestrio, Inc.
agreed to pay $250,000 for the release of claims he allegedly held against
Vestrio, Inc.  Nicolson claims that after the first payment of $50,000 was
made, the defendants failed to pay the additional amounts as they came due.


                               F-14

<PAGE> 30

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES (Continued)


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

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

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

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

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

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

NOTE 5 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has negative working
capital, negative cash flows from operations, and recurring net operating
losses since inception and is dependent upon financing to continue operations.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.  It is management's plan to focus all
marketing efforts on the new "90 Days to Freedom" program which focuses on
giving customers a first hand experience of primary whole-food nutrition.  The
Company will also focus its marketing efforts through its new two hour
nutritional seminar format.  During 2004 the Company increased its product
offerings to include hot cereals and healthy meal makers, plus introduced a
complete new line of pulse which contains 100% of 23 of the recommended daily
allowance of vitamins.   The Company also has implemented seven new packages
in which customers can order their product in bulk and pre-pay six months in
advance of their monthly orders in order to provide customers a better price
per meal while insuring the long term retention of that

                               F-15

<PAGE> 31

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

NOTE 5 - GOING CONCERN (Continued)

customer.  The Company will continue to provide new products to its customer
base to increase retention in the customers second to six months of
maintenance.  The Company has completed the purchase and implementation of
several key production machines to ramp up the ability to fulfill the
worldwide demands of the new "90 Days to Freedom" program.  Management will
also continue to scrutinize expenses related to operating activities and order
fulfillment.

NOTE 6 - RELATED PARTY TRANSACTIONS

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

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

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

NOTE 7 - EMPLOYEE STOCK OPTIONS

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

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



                Number      Weighted                   Number
              of Options    Average      Weighted    of Options     Weighted
             Outstanding   Remaining      Average   Exercisable at  Average
 Exercise    December 31, Contractual    Exercise    December 31,   Exercise
   Price        2003      Life (Years)     Price        2003         Price
------------ ------------ ------------ ------------ -------------- -----------
    $0.50     1,400,000      1.5          $0.50        1,400,000     $0.50


                               F-16

<PAGE> 32



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


NOTE 8 - WARRANTS

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

    Warrants Outstanding at December 31, 2002                    1,900,000
       Granted                                                     -
       Exercised                                                   -
       Forfeited                                                   -
                                                                -----------
    Balance, December 31, 2003                                   1,900,000
       Granted                                                     -
       Exercised                                                   -
       Forfeited                                                   -
                                                                -----------
    Balance, December 31, 2004                                   1,900,000
                                                                ===========



                               Number of
                               Warrants      Average
                            Outstanding at   Remaining      Average
                Exercise      December 31,  Contractual     Exercise
                  Price          2003       Life (Years)     Price
               ------------ -------------- -------------- ------------
               $   0.25       1,000,000        2.3         $  0.25
               $   0.50         900,000        1.8         $  0.50




                               F-17
<PAGE> 33


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

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC,
Certified Public Accountants, as our independent auditors.

                ITEM 8A.  CONTROLS AND PROCEDURES

Our Chief Executive Officer, who also acts in the capacity of principal
financial officer, has reevaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report and
determined that there were no significant deficiencies in these procedures.
Also, he determined that there were no changes made or corrective actions to
be taken related to our internal control over financial reporting.

                   ITEM 8B.  OTHER INFORMATION

None.


                             PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors, their respective ages and positions and
biographical information are presented below.  Our bylaws require three
directors who serve until our next annual meeting or until each is succeeded
by another qualified director.  As of the date of this filing we have director
vacancy.  Our executive officers are chosen by our board of directors and
serve at its discretion.  As of the date of this filing, the office of
Secretary/Treasurer and Chief Financial Officer is vacant.  We intend to fill
these positions as soon as practicable.  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    33    President, CEO and Director        May 2002
William M. Fifield    56    Director                           July 2003

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

William M. Fifield - Mr. Fifield was appointed Vice-president of Marketing and
Communications for our subsidiary, Brain Garden, Inc., in July 2002 and became
our director in 2003. He has been with Brain Garden since 1998.  From 1997 to
1998 he was Director of Marketing for Young Living Essential Oils and from
1996 to 1997 he was Director of Marketing for The Story Teller.  He has over
25 years experience in sales and marketing.  He holds a Masters of Management
from Kellogg School of Management, Northwestern University.

                                34

<PAGE>

AUDIT COMMITTEE FINANCIAL EXPERT

We do not currently have an audit committee and, accordingly, we do not have
an audit committee financial expert serving on an audit committee.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than ten percent of our common
stock, to file with the SEC initial reports of ownership and reports of
changes in ownership of common stock.  Officers, directors and ten-percent or
greater beneficial owners are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file.  We believe no filings were
required during the past year.

CODE OF ETHICS

We have not adopted a code of ethics for our principal executive and financial
officers.  However, our management intends to promote honest and ethical
conduct, full and fair disclosure in our reports to the SEC, and compliance
with applicable governmental laws and regulations.

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                                              Other
principal                                             annual ($)
position             Year   Salary ($)   Bonus ($)    compensation
-------------------- ----- ------------- ------------ -------------
Douglas J. Burdick   2004   $ 132,000    $     0      $ 29,136 (1)
President            2003     114,000          0        20,645 (2)
Director             2003      48,000          0        90,037 (3)

Sharmon L. Smith     2004   $ 108,000    $     0      $      0
Former Secretary/    2003      90,000      2,000             0
Treasurer            2002           0          0        37,800 (4)
CFO


    (1)   Represents $19,632 for corporate housing and $9,504 for an
          automobile lease.
    (2)   Represents $14,608 for corporate housing and $6,037 for an
          automobile lease.
    (3)   Represents $14,608 for corporate housing, $6,037 for an automobile
          lease and $84,000 for 400,000 shares.
    (4)   Represents consulting fees


DIRECTOR COMPENSATION

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

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<PAGE>

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

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

SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS

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

               EQUITY COMPENSATION PLAN INFORMATION

_____________________________________________________________________________
                                                              Number of
                                                              securities
                                                              remaining
                                                              available for
                                                              future issuance
                                                              under equity
                   Number of securities   Weighted-average    compensation
                   to be issued upon      exercise price of   plans (excluding
                   exercise of out-       outstanding         securities
                   standing options,      options, warrants   reflected
Plan category      warrants and rights    and rights          in column (a))
                          (a)                (b)                  (c)
______________________________________________________________________________
Equity compensation
plans approved by
security holders           0                  0                    0
______________________________________________________________________________
Equity compensation
plans not approved
by security holders   3,300,000 (1)        $  0.42            2,587,482
_____________________________________________________________________________
Total                  3,300,000           $  0.42            2,587,482
_____________________________________________________________________________

     (1) Represents 1,400,000 options and 1,900,000 warrants

Employee Stock Option Plan

In July 2, 2001 our board of directors approved the Employee Stock Ownership
Plan which covers both current and prospective employees, consultants and
directors.  This plan was not approved by our shareholders. The exercise price
of each option granted under the plan is determined by our board of directors
and cannot be less than 100% of the fair market value of common shares on the
date of grant.  The options currently outstanding expire in two to four years.
The aggregate number of options that may be awarded under the plan
automatically increases by a number equal to the lesser of 5% of the total
number of common shares outstanding or 2,500,000.

Consulting Agreements

Of the warrants to purchase 1,900,000 shares listed above, warrants to
purchase 1,500,000 are related to a consulting agreement between Whole Living
and Summit Resource Group, Inc.  On April 30, 2002 we granted warrants to
purchase 1,500,000 common shares in consideration for one year of investor
relations consulting services valued at approximately $325,000.  The
consulting services related to "investor relations" dealings with the NASD
broker/dealers and the investing public.  The exercise prices of the warrants
were 1,000,000 shares at $0.25, which vested immediately; and 500,000 shares
at $0.50 that vested July 31, 2002.  All of the warrants have a five year
expiration and include piggy back registration rights.

Of the warrants to purchase 1,900,000 shares listed above, warrants to
purchase 400,000 shares are related to a consulting agreement between Whole
Living and Columbia Financial Group, Inc.  On September 13, 2000 we

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<PAGE>

granted warrants to purchase 800,000 common shares in consideration for one
year of investor relations services.  The warrants were valued at $272,000 in
2001 when the services were performed, had an exercise price of $2.00, that
was later reduced to $0.50, and the warrants expire through September 2005.

BENEFICIAL OWNERS

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

                            MANAGEMENT

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

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

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

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

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We have not engaged in any transactions in excess of $60,000 during the past
two years involving our executive officers, directors, 5% or more stockholders
or immediate family members of such persons.

                        ITEM 13.  EXHIBITS

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

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<PAGE>




31.1   Chief Executive Officer Certification

31.2   Chief Financial Officer Certification
32.1   Section 1350 Certification


         ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by our principal account for the audit of our
annual financial statement and review of financial statements included in
quarterly reports and services normally provided by the accountant in
connection with statutory and regulatory filings or engagements were $17,079
for 2003 and $14,593 for 2004.

AUDIT-RELATED FEES

Our auditor did not bill any fees in each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit or review of our financial statements
that are not reported above.

TAX FEES

The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for tax compliance,
tax advice, and tax planning were $1,500 for 2003 and $0 for 2004.

ALL OTHER FEES

Our auditor did not bill any fees for each of the last two fiscal years for
products and services provided by the principal accountant, other than the
services reported above.

PRE-APPROVAL POLICIES

We do not have an audit committee currently serving and as a result our board
of directors performs the duties of an audit committee.  Our board of
directors will evaluate and approve in advance, the scope and cost of the
engagement of an auditor before the auditor renders audit and non-audit
services.  We do not rely on pre-approval policies and procedures.


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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.

Date: April 1, 2005                  By: /s/ Douglas J. Burdick
                                         ---------------------------------
                                         Douglas J. Burdick, President


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



                                     /s/ Douglas J. Burdick
Date: April 1, 2005                  --------------------------------------
                                     Douglas J. Burdick
                                     President, Chief Executive Officer,
                                     Principal Financial and Accounting
                                     Officer and Director



                                     /s/ William M. Fifield
Date: April 1, 2005                  --------------------------------------
                                     William M. Fifield
                                     Director

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