SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                FORM 10-KSB/A

                               Amendment No. 1


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED]

                 For the fiscal year ended: December 31, 2000

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                       Commission file number: 0-26973

                              Whole Living, Inc.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Nevada                                       87-0621709
______________________________              ________________________________
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

629 East 730 South, Suite 201, American Fork, Utah          84003
__________________________________________________          _____
(Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code: (801) 772-3300

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: $5,198,835.

As of February 1, 2000 the registrant had 13,379,500 shares of common stock
outstanding.  The aggregate market value of the voting stock held by
non-affiliates as of that date was $5,270,683.

Documents incorporated by reference: None

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

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                                    PART I
Item 1. Description of business..............................................2
Item 2. Description of property.............................................11
Item 3. Legal proceedings...................................................11
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................................12
Item 7. Financial statements................................................16
Item 8. Changes in and disagreements with accountants on accounting and
         financial disclosure...............................................16

                                   PART III

Item 9. Directors, executive officers, promoters and control persons,
         compliance with Section 16(a) of the Exchange Act..................16
Item 10.Executive compensation..............................................17
Item 11.Security ownership of certain beneficial owners and management......18
Item 12.Certain relationships and related transactions......................19
Item 13.Exhibits and reports on Form 8-K....................................19

<PAGE>

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

                          FORWARD LOOKING STATEMENTS

      This annual report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Whole Living's control.  These factors include but are not limited to economic
conditions generally and in the industries in which Whole Living may
participate; competition within Whole Living's chosen industry, including
competition from much larger competitors; technological advances and failure
by Whole Living to successfully develop business relationships.

ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

      Whole Living, Inc. was incorporated in the state of Nevada on March 18,
1999.  On March 19, 1999 Brick Tower Corporation, an Idaho corporation
(formerly Hystar Aerospace Marketing Corporation of Idaho), merged with Whole
Living for the sole purpose of changing Brick Tower's domicile from Idaho to
Nevada.  In May of 1999, Whole Living completed a reverse merger with Whole
Living Inc., a Utah corporation.  Whole Living Utah had been formed on
November 25, 1998 and owned the products and formulas presently being marketed
by Whole Living, as well as the trademark "Brain Garden."   Pursuant to the
merger agreement, our parent company divested itself of its controlling
interest, the directors and officers of Whole Living resigned and the
management of Whole Living Utah filled the vacancies, and the former
shareholders of Whole Living Utah obtained 58% of the total voting power.

Our Business

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

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

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

      Whole Foods. We promote an appreciation for earth's bounties and
encourage eating real foods, such as,


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

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

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

Principal Products

      Our major Whole Foods product is Pulse, which consists of a variety of
nuts, seeds, fruits and grains.  The ingredients used in Pulse are combined in
specific mathematical ratios which we believe are based on a 2500 year old
formula which originated in Biblical times.  (See, Chapter 1 of the King James
version of Daniel.)   We believe nutritional science is strongly pointing to
frequent snacking throughout the day as opposed to "three square meals." Pulse
may be used as a snack or a meal replacement.  Pulse has the proteins, fibers,
carbohydrates and other nutrients needed in a healthy diet and comes in four
different flavors.  Pulse also is an integral part of our weight-loss program
called "Daniel's 10-day Challenge."  Our other major Whole Foods snack
products include Parched Pulse and Brain Grain.  For the 2000 fiscal year, 55%
of our product sales is derived from our Whole Foods snack products and 12% is
derived from our weight-loss products.

      Our Whole Learning products include our interactive educational programs
which provide learning tools for learners from kindergarten through adulthood.
These programs are multi-sensory and interactive and are designed to involve
the creative imagination of the learner.  We believe the "rote learning" model
of education has been used to routinize the learning process and control the
mind set of the learner.  We believe rote learning fails to recognize the
individuality of learners, stifles creativity and robs the human mind.  We
believe our programs offer a clear, imaginative alternative for learners of
all ages.  These Whole Learning products accounted for 3% of our sales during
fiscal year 2000.

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

      Our Essential Oils and Earthborn Creations  personal care line of
products were released in November of 1999. We believe our Essential Oils
provide health benefits for the user of these natural plant oils found in the
tissues of aromatic plants.  These products are designed to be applied
topically to the body for therapeutic relief. Our Earthborn 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 made from wild yams, soy and other natural
ingredients.  Pro L'eve is designed for women who experience hormone
imbalance.  The Earthborn Creations  personal care, essential oils and
associated products were 20% of our revenues for the fiscal year 2000.

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

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another product or return the customer's money, whichever the customer
prefers.

      If, for any reason, and within thirty days, the distributor does not
want to keep a product purchased by said distributor, in accordance with our
thirty-day return policy, we will replace the product or take back the product
and reimburse the distributor for the product, whichever the distributor
prefers.  We warrant any item that is not date stamped for a period of one
year.  Our product return policy is a material aspect of the success of the
distributors in developing a retail consumer base.  Our experience with actual
product returns has averaged approximately 1% of sales for the 1999 and 2000
fiscal year.

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

Distribution Network

      We currently have sales offices located in American Fork, Utah and Clear
Island, Queensland, Australia. We buy product from our third-party suppliers
(See, "Raw Materials and Suppliers," below) and, as of December 2000, deliver
the product to a third-party, Excel Graphics, for warehousing and distribution
to our distributors and customers in North America, Australia and Japan.
Excel Graphics warehouses, packages, handles will-call orders and arranges
delivery of our products by mail or otherwise.  We pay Excel Graphics a set
fee for the product which is warehoused, each order fulfilled and packaging of
kits.  We pay shipping costs directly to the provider of such services.  The
agreement with Excel Graphics is for a term of one year, and renews
automatically thereafter.  Either party may terminate the agreement with 90
days written notice.

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

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

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

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

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

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<PAGE>

      We combine this single person/single level approach with what we call a
"deep generational pay program."  Generational pay programs are currently
being used by Young Living Essential Oils, Neways, LifeForce International and
New Vision.  Under a generational program, a distributor receives a small
percentage from other distributors that are brought on line below them, both
directly and indirectly via the "legs."  In our system, this generational
concept is tied into our Captain, Team Captain and All Star classifications.
As a distributor gains more "qualified legs" which qualify through monthly
purchasing volume, his status changes and his percentage of generational
compensation increases.

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

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

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

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

      For management purposes such as product purchasing, sales estimating,
forecasting, and incentive planning, we use a second distributor definition
known as currently "active distributors" which includes those distributors
who, by their recent level of activity, are most likely to purchase products
and sell our products in the near future.  We use the last six months as the
critical time frame within which we classify any distributor who has purchased
any products from us as "active."  As of December 31, 2000 approximately
14,444 of our distributors fall in this category, with five (5)
distributorships at the Team Captain level and two (2) at the All-Star
executive distributor levels, which are our two highest executive distributor
levels.  These distributorships have extensive downline networks and account
for the majority of our revenue.

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

      Examples of revenues generated by three "Team Captain" level
distributors for the month of August 2000 are:

      Distributor               Sales Volume               Commission
      -----------               ------------               ----------
      #1                        $  38,114                  $   2,179
      #2                        $  44,962                  $   1,865
      #3                        $ 155,623                  $   2,822

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

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

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

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

      Compensation.  Each product carries a specified number of bonus volume
points.  Commissions are based on a distributor's personal and group bonus
volume.   A distributor receives commissions based on a percentage of bonus
volume of his or her downline each month.  Bonus volume points are essentially
based upon a percentage of the product's wholesale cost, net of any
point-of-sale taxes.  As a distributor's retail business expands and as he or
she successfully sponsors other distributors into the business, which in turn
expand their own businesses, he or she


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receives more commissions from downline sales.  Generally, a distributor can
receive commission bonuses only if, on a monthly basis, (i) the distributor
achieves at least 100 points (approximately $125.00) in personal sales volume,
and (ii) the distributor is not in default of any material policies or
procedures.

      Rules Affecting Distributors.  A potential distributor must enter into a
standard distributor agreement which obligates the distributor to abide by our
policies and procedures.  Any person who wishes to can join us as a
distributor to purchase products for personal use or to build a down line
sales organization.  There are two different distributor sign-up fee options
from which a person may choose in order to become a distributor.   The Garden
Starter Kit sells for $14.95.  With this option, the new distributor receives
basic literature, training materials, guidelines, order forms, price lists, a
press kit, home "party" information and handouts, and other helpful
literature.  The second option is the Garden Basket Kit which sells for
$49.95.  With this option the new distributor receives all of the materials in
the Garden Starter Kit plus several packages of the actual food products, a 90
minute videotape, three audiotapes, two product sample kits and more materials
for holding a home "party".  The sale of these materials and other business
tools account for 10% of our revenues.  No distributor is required to purchase
a large inventory of products when he/she starts.  However, in order to
receive compensation as a distributor and thereby become "active," personal
monthly purchases are required.  The minimum level for such purchases varies
within the five compensation plan levels from 100 PV units for the lowest and
150 PV units for the highest.  To purchase 100 PV units, an individual would
have to pay approximately $125.00.

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

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

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

Markets

      We provide functional food products which are natural foods that are
eaten to achieve particular effects in the body.  The nutritional supplement
industry (supplements, herbs, etc. ) has been flat in recent years while
functional foods has experienced growth.   Industry analyst, Promar
International, estimates the size of the


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functional foods industry at $8 billion dollars, with growth rates over the
past several years of well over 20% per year.

      Internet. We launched our e-business system called "GardenFX" in
September 2000.  GardenFX provides a business building system for our
independent distributors which allows them to prospect, sell, train, and
manage their sales organizations online.  This Internet service provides back
office and contact management functions.  In addition, each distributor may
obtain a personalized on-line store called "BGSuperstore." The BGSuperstore is
included in the GardenFX package along with two other web sites.  Our
distributors may purchase the GardenFX package for $129.95.  Our independent
distributors may offer Brain Garden(TM) products, as well as offer Disney,
Dell and Panasonic products on their own web site and receive commissions from
these sales.

      We also recently launched our Pulse Party web sites.  This is a site
that is included in the Brain Garden(TM) distributor 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 or new distributors, online product
ordering, online customer service and a contact me function that allows anyone
visiting the site to contact, via email, the distributor directly.  Also
featured on the Pulse Party site is the BG Backroom.  This site is exclusively
for Brain Garden(TM) distributors and is password protected.  In the BG
Backroom, distributors have access to up-to-the-minute company news, product
tracking, product information, a frequently asked questions page among other
things.

      Foreign Markets.  We launched operations in Australia in October 2000
and as of December 31, 2000 we had 3,500 active distributors.  In January 2001
our management team toured Japan visiting Osaka, Okayama, Hakata, Soporro and
Tokyo.  They held meetings with potential independent distributors to
establish leaders in each of these cities.  In March, the management team
returned to Japan to officially start the pre-launch phase of Brain Garden
Japan.  Once again they toured the country and continued to build strong
leadership in numerous cities.  Management anticipates that the pre-launch
will last anywhere from six to eight months.  We believe the pre-launch period
will allow Japanese Brain Garden distributors to position themselves and
solidify their Brain Garden independent businesses.

Product Development.

      We are committed to expanding our Whole Foods - Whole Learning - Whole
Living product lines with products that are easy to use, easy to sell and
which are effective.  During fiscal year 2000 we did not have costs related to
research and development.  We anticipate that the launch of our foreign
markets will increase the potential for further research and development of
our product lines.  For example, Jensen's Choice Foods, located in Australia,
is developing the process to manufacture a new Pulse food bar.  In addition,
we are negotiating an agreement with an international bank to supply online
banking services between Whole Living and our foreign distributors.

Competition

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

supplements.  All of our products are and will be 100% natural and to the
extent possible, organic.  Also, our educational products are significantly
different than most offered by our competitors because they emphasize
imagination rather than rote learning.

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<PAGE>

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

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

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

Raw Materials and Suppliers

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

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

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

Trademarks, Patents and Intellectual Property

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

                                      9
<PAGE>

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

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

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

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

Employees

      We have fourteen (14) full time employees and five (5) part-time
employees.  Five of these employees directly support the distributor network.
We do not anticipate increasing the number of employees at this time.
However, if we experience significant growth, we may be required to hire new
employees as necessary.  Our employees are not presently covered by any
collective bargaining agreement.  We believe our relationships with our
employees are good and we have not experienced any work stoppages.

                                      10
<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTY

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


ITEM 3.   LEGAL PROCEEDINGS

      We are not aware that we are a party to any existing or threatened legal
or administrative proceedings as of the date of this filing.  Whole Living was
dismissed from the law suit filed by Sharon Baez on July 26, 1999 in Fourth
District Court, Provo Department, State of Utah.


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 2000 fiscal year.


                                   PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      a) Market Information

      Our common stock is listed on the NASD OTC Bulletin Board under the
symbol "WLIV."  There was no trading activity in our common stock prior to
August 5, 1999.  The following table represents the range of the high and low
bid prices of our stock as reported by the Nasdaq Trading and Market Services
for the each quarter through December 31, 2000.  Such quotations represent
prices between dealers and may not include retail markups, markdowns, or
commissions and may not necessarily represent actual transactions. We cannot
assure that an active public market will develop in our common stock or that a
shareholder may be able to liquidate his investment without considerable
delay, if at all.

            Year        Quarter Ended            High             Low
            -----       -------------           ------            ------
            1999        September 30            $3.75             $0.38
                        December 31              5.00              2.00

            2000        March 31                $5.00             $2.50
                        June 30                  3.75              1.00
                        September 30             3.00              0.75
                        December 31              2.13              0.56

      As of February 1, 2000 we had approximately 189 shareholders of record
with 13,379,500 common shares outstanding.  As of that date 3,999,000 shares
were unrestricted and the remaining 9,380,500 shares were restricted
securities as that term is defined by Rule 144.

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

                                      11
<PAGE>

         b) Recent Sales of Unregistered Securities

      The following shares were sold without registration by Whole Living
during the fourth quarter 2000 and as of a recent date.

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

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

      On September 13, 2000 we granted warrants to purchase 800,000 common
shares to Columbia Financial Group, Inc. in consideration for investor
relations services.  The warrants were valued at $400,000, have an exercise
price of $2.00, later reduced to $0.50, and expire through September 2005.  We
relied on an exemption from the registration requirements of the Securities
Act of 1933 by reason of Section 4(2) as a private transaction not involving a
public distribution.

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

      On January 8, 2001, we issued 250,000 common shares valued at
approximately $60,000 to Mutual Ventures Corporation in consideration for
business consulting services.  On that same date we issued 50,000 common
shares to Daniel W. Jackson in consideration for legal services valued at
approximately $12,000.  We relied on an exemption from registration under the
Securities Act provided by Section 4(2) as a private transaction not involving
a public distribution.

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

      ITEM 6:   MANAGEMENT'S DISCUSSION AND ANALYSIS

      We have recorded operating losses for the most recent two fiscal years
and as of December 31, 2000 we have an accumulated deficit of $3,875,933.  Our
independent auditors have expressed an opinion that we may be unable to
continue as a going concern without financing.  However, we plan to raise
capital though public markets and to aggressively market our products.

      We recognize revenue upon the receipt of the sales order, which is
simultaneous with the payment and delivery of such goods.  Revenue is net of
returns, which have historically been less than 1% of sales.  Distributor
commissions are paid to several levels of distributors on each product sale.
The amount and recipient of the commission varies depending on the purchaser's
position within the Unigen Plan.  (See "Business - Distribution Network,"
above.)  Distributor commissions are paid to distributors on a monthly basis
based upon their personal and group sales volume. Additional bonuses are paid
weekly to distributors.  The overall payout average has been approximately 41%
of product sales.

                                      12
<PAGE>

Reverse Merger Treatment

      In May of 1999 Whole Living merged with Whole Living, Inc., a Utah
corporation, doing business as Brain Garden(TM) ("Whole Living Utah").  Whole
Living, the Nevada corporation, was the surviving entity following the
statutory merger and in conformance with generally accepted accounting
principles, the merger has been accounted for as a "reverse merger" and the
accounting survivor is Whole Living Utah.

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

Results of Operations

      The following table summarizes operations during fiscal year 2000 and
1999.  The fiscal year ended December 31, 1999 consolidates five months of
operations of Whole Living Utah and seven months of the combined entities as
Whole Living Nevada.



                                                Year ended December 31,
                                                 2000           1999
                                             ------------- --------------
Revenues                                     $  5,198,835  $   3,625,935
Cost of Sales                                   3,881,351      2,656,361
                                             ------------- --------------
Gross Profit                                    1,317,484        969,574

Selling Expense                                   898,143        358,436
Research & Development                                  -         17,520
General & Administrative                        2,536,985      2,240,313
                                             ------------- --------------
Total Operating Expense                         3,435,128      2,616,269

Operating Income (Loss)                        (2,117,644)    (1,646,695)

Total Other Income (Expense)                       (4,149)       (52,188)

Net Income (Loss)                            $ (2,121,793) $  (1,698,833)
                                             ============= ==============
Net Loss per share                           $      (0.18) $       (0.19)


YEARS ENDED DECEMBER 31, 2000 AND 1999

       Revenues increased $1,572,900 for the 2000 year from the 1999 year.
The increased revenues were a result of the development of our distributor
network, particularly the expansion of our distributor network into Australia
and New Zealand in the last half of 2000.

       Cost of sales consists primarily of the cost of procuring and packaging
products and sales commissions to our independent distributors, the cost of
shipping product to distributors in Australia, plus credit card sales
processing fees.  Cost of sales were 74.7% for 2000 compared to 73.3% for
1999.  This minimal increase was primarily the result of the implementation of
our company-wide commission plans, which significantly increased our
commission payout on sales to new customers in order to increase the size of
our overall customer and distributor base.  The increase in commissions paid
out was offset by the results of better product procurement in 2000.

                                      13
<PAGE>

       Selling expenses, which include marketing expenses, the support of
sales meetings and events, and certain customer service expenses, increased
$539,707 from 1999 to 2000 and were 17.3% of revenues in 2000 compared to 9.9%
of revenues in 1999.  This increase was primarily the result of recognizing
selling and marketing costs associated with expanding distribution in
Australia and New Zealand, plus additional costs involved in laying the
groundwork for expansion into certain Asian markets.  Some selling and
marketing expenses saw a decrease attributable to the implementation of
tighter operating budgets during a period of significant sales growth.

       Research and development expenses declined from $17,520 in 1999 to a
negligible amount during 2000.

       General and administrative expenses which include general office
expenses management and employee salaries, outsourced services, and the
support systems for the distributor network increased $296,672 from 1999 to
2000.  These expenses increased because of:  1) start up costs involved in
establishing distribution in Australia and New Zealand; and, 2) the increase
in the number of employees and other resources required to service the growth
in company revenues.

       Total operating expenses were 66.1% of sales in 2000.  This compares to
72.2% in 1999.  The overall dollar increase of $818,859 in 2000 over 1999 is
summarized in the above discussions.  Primarily, the increase was a result of
expenses involved in:  1) increased sales commissions resulting from
implementation of our new commission plan; and, 2) expenses related to
preparation and the launch of establishing overseas distribution.  The
decrease in the overall per cent of operating expenses to sales from 1999 to
2000 is attributable to management's implementation of tighter departmental
budgets.

       Net losses increased $422,910 from 1999 to 2000 and we recorded a net
loss per share of ($0.18).  Cash to fund operating losses came primarily
through loans from related parties.  Management expects operating losses to
continue into the first quarter of 2001 as we continue to invest in expansion
of our overseas distribution.

YEARS ENDED DECEMBER 31, 1999 AND 1998

       Whole Living Utah was incorporated on November 25, 1998 and shortly
thereafter it acquired the principal business assets of Brain Garden, LLC, a
Utah limited liability company.  For discussion purposes, 1998 financial
information has been aggregated to include the operations of Brain Garden LLC
for approximately eleven months and Whole Living Utah's operations from its
inception in November to December 31, 1998.

       Revenues increased $1,654,096 for the 1999 year from the 1998 year
aggregate revenues of $1,971,839 for  Brain Garden and Whole Living Utah.
During 1999 we experienced increases each month in net monthly sales, starting
with $112,320 for January and growing to $626,712 for December.  The increased
revenues were a result of the development of our distributor network.  Cost of
sales were 73.3% of revenues for 1999 compared to 19.9% of revenues for Brain
Garden's operations and 40.1% of revenues for Whole Living Utah's operations.
The 1999 cost of sales reflects discounts we applied to certain products in
order to attract new distributors. The higher cost of sales for Whole Living
Utah in 1998 were primarily a result of that company establishing a product
line and inventory.

       Selling expenses decreased $236,399 in 1999 from the 1998 aggregate of
$594,835 for Brain Garden and Whole Living, Utah.  Selling expenses were 9.9%
of revenues in 1999 compared to 29.8% of revenues for Brain Garden's
operations and 33.6% of revenues for Whole Living Utah's operations in 1998.
The 1999 decrease is reflective of management's decision to change the method
of accounting for these expenses.

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

       General and administrative expenses which include general office
expense, management and employees' salaries, and the support systems for the
distributor network, increased $1,412,274 in 1999 from the 1998 aggregate


                                      14
<PAGE>

of $828,039.  The 1999 increase was due to hiring two additional full time
employees and one part-time employee, improvements to our support business
systems, and development of our sales and marketing tools.

Seasonal Aspects

       In the direct selling industry, the summer months of June, July and
August, and the holiday months of November and December are relatively soft.
However, in our short operating history we have not experienced a decrease in
sales during these time periods and are unsure how the industry-wide
fluctuations will affect our business in the future.

Liquidity and Capital Resources

       We have funded our cash requirements primarily through sales, loans and
private placement of equity securities. For the year ended December 31, 2000,
we had no net cash on hand with $600,718 in total current assets compared to
$183,069 cash on hand and $587,428 total current assets for the year ended
December 31, 1999.  Our total current liabilities were $2,075,383 for 2000
compared to total current liabilities of $1,454,755 for the 1999 year.  61.5%
of the 2000 total current liabilities relate to notes payable to related
parties.  We recorded a loss per share of ($0.18) for 2000 compared to a loss
per share of ($0.19) for 1999.

       As of December 31, 2000 our principal commitments consisted of notes
payable and office equipment leases.  Future minimum capital lease payments
totaled $3,446 through the year 2002, future minimum payments on notes payable
are $1,274,049 through 2001 and future minimum payment on operating leases is
$258,357 through 2002.  We are obligated to pay a distributor a bonus of
$5,000 a month in consideration for purchase of a distributor position.  We
also pay $5,000 a month in royalty payments to an individual for developing
sales, training and education aids on a case-by-case basis.

       Net cash used for operating activities in 2000 was $1,708,133 compared
to $1,435,300 for 1999.  Net cash used by investing activities was $363,229
for 2000 compared to $187,881 in 1999.  Net cash provided by financing
activities was $1,888,293 for 2000 and came primarily from debt financing,
compared to $1,738,045 provided by financing activities in 1999.

       During 2000 we obtained an aggregate of $1,324,049 in loans from
related parties and during 1999 related parties loaned us $990,000.  (See,
Item 12: Certain Relationships and Related Transactions, below.) During fiscal
year 2000 we negotiated settlements of notes payable totaling $2,500,000.  As
part of these settlements, in March 2000 we issued 400,000 common shares to
PHI Mutual Ventures to convert a note payable of $500,000.  In July 2000 we
issued an aggregate of 2,000,000 common shares to Capital Communications, Inc.
to satisfy $1,000,000 of notes payable.

       In September 2000 we established relationships with three independent
distributor groups to promote and distribute our products.  We have agreed to
issue 235,000 common shares to the individual leaders of these independent
groups based upon certain performances by these groups.

       We may realize proceeds of $400,000 if certain warrants are exercised.
On September 13, 2000, we entered into a consulting agreement with Columbia
Financial Group, Inc. and granted Columbia Financial warrants to purchase
800,000 shares of common stock at an exercise price of $2.00.  Subsequently,
on April 12, 2001, we agreed to amend the exercise price to $0.50 per share.
The warrants were exercisable on the date of the original agreement and
terminate September 13, 2005.  None of the warrants issued have been exercised
as of the date of this filing.

       Since our inception, internal cash flows, alone, have not been
sufficient to maintain our operations.  Our future internal cash flows will be
dependent on a number of factors: 1) our ability to encourage our distributors
to sponsor new distributors and increase their own personal sales;  2) our
ability to promote our product lines with our

                                      15
<PAGE>

distributors; 3) our ability to develop successful new product lines; 3)
effects of regulatory changes, if any; and 4) our ability to remain
competitive in our markets.  Actual costs and revenues could vary from the
amounts we expect or budget, possibly materially, and those variations are
likely to affect how much additional financing we will need for our
operations.

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

       Management anticipates that additional capital will be provided by
private placements of our common stock.  We expect to issue private placements
of stock pursuant to exemptions provided by federal and state securities laws.
The purchasers and manner of issuance will be determined according to our
financial needs and the available exemptions.  In order to facilitate equity
transactions, management contemplates a public offering of our common stock
registered under the Securities Act of 1933.  Management anticipates that the
shares will be registered for the benefit of selling stockholders rather than
an underwritten offer of common shares to the public.  We also note that if we
issue more shares of our common stock our shareholders may experience dilution
in the value per share of their common stock.

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

       We have entered into agreements with independent distributors and
suppliers located in Australia and may establish similar arrangements in other
countries.  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, longer payment cycles, unexpected changes in regulatory environments,
import and export restrictions and tariffs, difficulties in staffing and
managing international operations, greater difficulty or delay in accounts
receivable collection, potentially adverse recessionary environments and
economies outside the United States, and possible political and economic
instability.

ITEM 7.  FINANCIAL STATEMENTS

       Reference is made to the financial statements for the years ended
December 31, 2000 and 1999 which are attached to this Form 10-KSB report.


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

       As previously reported, we engaged Chisholm & Associates as our
independent auditors on August 3, 2000 and concurrently dismissed Crouch,
Bierwolf and Chisholm.


       PART III


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

                                      16
<PAGE>

a)     Directors and Officers
       ----------------------

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


Directors and Officers

Name                            Age         Position Held
-------                       ------        -----------------------
Ronald K. Williams              39          President and Director
William B. Turnbull             44          Secretary/Treasurer and Director
Richard F. Wogksch              59          Chief Financial Officer and
                                            Director


       Ronald K. Williams.  President and Director of Whole Living Utah since
November of 1998.  He served as our CEO from March 1999 to November 2000.  Mr.
Williams is a network marketing industry veteran, having served from April
1992 to September 1997 as Vice President of Marketing for Neways International
of Salem, Utah.  Neways International is a privately held network marketing
company that sells personal care and nutritional supplements.  In September
1997, he left Neways to accept the General Manager and Vice President of
Marketing position at Young Living Essential Oils, a company headquartered in
Payson, Utah.  From September 1997 through November 1998, he served as General
Manager and eventually Vice President of Marketing for Young Living
Essentials, Payson, Utah.  Young Living Essentials is a privately held network
marketing company which sells aroma therapy oils and personal care products.

       William B. Turnbull. Secretary and Director of Whole Living Utah since
November of 1998.  He was appointed as our Treasurer on January 5, 2001.  Mr.
Turnbull served as President and Chief Executive Officer of Bonneville Foods,
Inc. from December 1989 through January 1998.  Bonneville Foods, Inc. is a
privately held company that develops and operates franchised restaurants.  In
January 1998, he resigned from Bonneville Foods, Inc. to found Insight, USA
which is a direct sales company which specializes in educational software and
Internet-based educational programs.  He worked for Insight, USA until it was
acquired by Whole Living Utah in November 1998.  From 1996 through the
present, he has served as President for TJ Development, a commercial real
estate investment company which he founded in early 1996.  He received a
Bachelor of Science degree from Brigham Young University, Provo, Utah in 1982.

       Richard F. Wogksch.  Chief Financial Officer since November 16, 2000
and appointed as an interim Director on January 5, 2001.  He has been employed
as Director of Operations for Whole Living since September 2000.  He has over
20 years of accounting and management experience.  From July 1995 to September
2000 he was the President and Chief Operating Officer of Sureal International
(formerly, Legacy Export), a privately held consulting firm doing business in
the United States and Russia.  Sureal managed the Russian market for Enrich
International, a network marking company.

b)     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 five percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and our other equity securities.
Officers, directors and greater than ten-percent beneficial owners are
required by SEC regulations to furnish Whole Living with copies of all Section
16(a) reports they file.  Based solely upon review of the copies of such forms
furnished to us during the fiscal year ended December 31, 2000, we believe all

                                      17
<PAGE>

filing requirements under Section 16(a) were complied with in a timely manner.


ITEM 10.   EXECUTIVE COMPENSATION

       None of our named executive officers received cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights in excess of $100,000 from us during the past three
fiscal years.  Mr. Williams, our President, who acts in the capacity of chief
executive officer received compensation of approximately $34,779 during fiscal
year 2000.

       We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.

Employment Contracts

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


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The following table sets forth the beneficial ownership of our
outstanding common stock of; (i) each person or group known by us to own
beneficially more than 5% of our outstanding common stock, (ii) each of our
executive officers, (iii) each of our director's and (iv) all executive
officers and directors as a group.  Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or
investment power with respect to securities.  Except as indicated by footnote,
the persons named in the table below have sole voting power and investment
power with respect to the shares of common stock shown as beneficially owned
by them.  The percentage of beneficial ownership is based on 13,379,500 shares
of common stock outstanding as of February 1, 2001.

                          CERTAIN BENEFICIAL OWNERS

                                       Common Stock Beneficially Owned
                                       -------------------------------
Name and Address of            Number of Shares of
Beneficial Owners              Common Stock          Percentage of Class
----------------------------   --------------------  --------------------
Mark Comer                             918,920               6.9%
629 East 730 South, Suite 201
American Fork, Utah 84003

Capital Communications, Inc.         1,300,000               9.7%
30 Rockefeller Plaza, #2818
New York, New York10112

Development Specialties, Inc.        1,200,000               9.0%
870 East 9400 South
Sandy, Utah 84094



                                      18
<PAGE>
                                  MANAGEMENT

                                       Common Stock Beneficially Owned
                                       -------------------------------
Name and Address of            Number of Shares of
Beneficial Owners              Common Stock          Percentage of Class
-----------------------------  --------------------  -------------------
Ronald K. Williams                   1,567,567              11.7%
629 East 730 South, Suite 201
American Fork, Utah 84003

William B. Turnbull                  1,567,567 (1)          11.7%
629 East 730 South, Suite 201
American Fork, Utah 84003

All executive officers and
 directors as a group                3,135,134              23.4%

(1) Includes 467,567 shares held in a family limited partnership.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

      During fiscal year 1999, PHI Mutual Ventures LLC, a more thank 5%
shareholder at that time, loaned Whole Living an aggregate of $990,000 with
interest rates ranging from 9% to 10%.  In March of 2000, $500,000 of the
notes payable were converted into 400,000 common shares.

      During 1999 and 2000, our then executive officers and directors owned
interests in MRB, LLC, now called Indigo Media.  MRB prepared sales aids and
product kits for Whole Living, including the design and production of printing
and packaging, and the production of video and audio tapes.  Mark Burdge, our
former director, owned a 40% interest in MRB and Ronald K. Williams, our
President, William B. Turnbull and Bruno Vassel III,  then officers and
directors, each owned 20%.  MRB provided products to Whole Living on 90 day
credit at competitive rates.  Whole Living paid MRB approximately $198,000 for
the year ended December 31, 1999 and $134,880 for the year ended December 31,
2000.  Messrs. Williams, Turnbull and Vassel divested themselves of their
interest in MRB in early 2001.

      On December 1, 1999, we entered into a service agreement with Excel
Graphics, a Utah corporation, to provide product warehousing and fulfillment.
Mark Burdge, our shareholder and then director, is the President and major
shareholder of Excel Graphics.  We paid an aggregate of $57,551 to Excel
Graphics for its services in 1999 and 2000.  The terms of the service
agreement are no more favorable than we could receive from an independent
third party.

      During 2000, Capital Communications, Inc., a more than 5% shareholder
loaned Whole Living $1,771,630, with 14.5% interest, payable upon demand.  On
June 21, 2000 we issued  2,000,000 shares of common stock to satisfy
$1,000,000 of the note payable.  1,200,000 shares were issued to the assignee
of the Capital Communications note payable, Development Specialties, Inc.  The
remaining $771,630 due was secured by all the business assets of


                                      19
<PAGE>


Whole Living, including inventory, as well as, 3,135,134 shares pledged as
collateral by Messrs. Williams and Turnbull, our then officers and directors.

      During fiscal year 2000, Mark Comer, a more than 5% shareholder, loaned
Whole Living $409,305 at 10% interest payable on demand.  As of June 1, 2001
the debt remains outstanding.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits


Exhibit
Number    Description
--------  -----------

2.1       Agreement and Plan of Reorganization between Whole Living and Whole
          Living, dba Brain Garden, dated March 16, 1999 (incorporated by
          reference to Exhibit 8.1 to Form 10-SB, as amended, filed August 9,
          1999)

3.1       Articles of Incorporation of Whole Living (incorporated by reference
          to Exhibit 2.1 to Form 10-SB, as amended, filed August 9, 1999)

3.2       Articles of Merger filed March 19, 1999 (incorporated  by reference
          to Exhibit 2.2 to Form 10-SB, as amended, filed August 9, 1999)

3.3       Articles of Merger filed May 24, 1999 (incorporated by reference
          to Form Exhibit 2.3 to 10-SB, as amended, filed August 9, 1999)

3.4       Bylaws of Whole Living (incorporated by reference to Exhibit 2.4 to
          Form 10-SB, as amended, filed August 9, 1999)

10.1      Lease between Whole Living and KL Partners American Fork II, LLC,
          dated November 26, 1999 (incorporated by reference to Exhibit 6.1 to
          Form 10-SB, as amended, filed August 9, 1999)

10.2      Form of Employment Agreement (incorporated by reference to Exhibit
          6.2 to Form 10-SB, as amended, filed August 9, 1999)

10.3      Private Label Manufacturing Agreement between Whole Living,  Inc.
          and Future 500 Corporation dated, September 14, 1999 (incorporated
          by reference to Exhibit 6.4 to Form 10-SB, as amended, filed August
          9, 1999)

10.5      Consultant Agreement between Whole Living and Columbia Financial
          Group, dated September 13, 2000 (incorporated by reference to
          Exhibit 10.5 to Form SB-2, filed July 2, 2001)

(b)   Reports on Form 8/K

      None.

                                      20

<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.

        7-02-01                      /s/ R Williams
Date: _______________________   By:__________________________________________
                                   Ronald K. Williams, President and Director



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



        7/02/01                       /s/ Richard F. Wogksch
Date: ______________________    By: _______________________________________
                                    Richard F. Wogksch, Secretary/Treasurer,
                                    Chief Financial Officer and Director

                                      21
<PAGE>


                              Whole Living, Inc.

                      Consolidated Financial Statements

                          December 31, 2000 and 1999

<PAGE> 22


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

______________________________________________________________________________




                         INDEPENDENT AUDITOR'S 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, 2000 and 1999 and the related consolidated statements
of operations, stockholders' equity and cash flows for the years then ended.
These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Whole Living, Inc. as of December 31, 2000 and 1999 and the consolidated
results of its operations and cash flows for the years then in conformity with
generally accepted accounting principles.

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



/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
February 15, 2001

                                     F-1

<PAGE> 23





                              Whole Living, Inc.
                         Consolidated Balance Sheets

                                    ASSETS

                                                          December 31
                                                        2000        1999
                                                 ------------- --------------
CURRENT ASSETS

   Cash                                          $          -  $     183,069
   Accounts receivable                                 13,627          2,548
   Inventory                                          480,618        355,082
   Prepaid expenses                                   106,473         46,729
                                                 ------------- --------------

     Total Current Assets                             600,718        587,428
                                                 ------------- --------------

PROPERTY & EQUIPMENT, Net                             472,528        295,485
                                                 ------------- --------------
OTHER ASSETS

    Goodwill                                           25,976         34,636
    Distributor Lists                                  64,600              -
    Deposits                                           18,906         11,506
                                                 ------------- --------------

    Total Other Assets                                109,482         46,142
                                                 ------------- --------------

     TOTAL ASSETS                                $  1,182,728  $     929,055
                                                 ============= ==============








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

                                     F-2
<PAGE> 24


                              Whole Living, Inc.
                         Consolidated Balance Sheets
                                  continued


                     LIABILITIES AND STOCKHOLDERS' EQUITY

                                                          December 31
                                                        2000        1999
                                                 ------------- --------------
CURRENT LIABILITIES

   Bank Overdraft                                $    121,073  $           -
   Accounts payable                                   432,683        328,478
   Accrued expenses                                   244,452        241,556
   Current portion of long-term liabilities         1,277,175        884,721
                                                 ------------- --------------

     Total Current Liabilities                      2,075,383      1,454,755
                                                 ------------- --------------

LONG TERM LIABILITIES

   Notes payable-related party                      1,274,049        840,000
   Notes payable                                            -         41,298
   Capital lease obligations                            3,446          7,905
   Less current portion                            (1,277,175)      (884,721)
                                                 ------------- --------------

     Total long term Liabilities                          320          4,482
                                                 ------------- --------------

     TOTAL LIABILITIES                              2,075,703      1,459,237
                                                 ------------- --------------
STOCKHOLDERS' EQUITY

   Common stock, authorized 50,000,000 shares
     $.001 par value, issued 13,379,500 and
     11,109,000 shares, respectively, and
     outstanding 13,379,500 and 10,709,000,
     respectively                                      13,380         10,709
   Additional paid in capital                       2,969,578      1,213,249
   Retained earnings                               (3,875,933)    (1,754,140)
                                                 ------------- --------------

     Total Stockholders' Equity                      (892,975)      (530,182)
                                                 ------------- --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  1,182,728  $     929,055
                                                 ============= ==============



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

                                     F-3

<PAGE> 25


                              Whole Living, Inc.
                    Consolidated Statements of Operations




                                                           For the
                                                         Year Ended
                                                         December 31,
                                                     2000            1999
                                                 ------------- --------------

REVENUES                                         $  5,198,835  $   3,625,935

COST OF SALES                                       3,881,351      2,656,361
                                                 ------------- --------------

GROSS PROFIT                                        1,317,484        969,574
                                                 ------------- --------------

SELLING EXPENSES                                      898,143        358,436

RESEARCH & DEVELOPMENT                                      -         17,520

GENERAL & ADMINISTRATIVE EXPENSES                   2,536,985      2,240,313
                                                 ------------- --------------

TOTAL OPERATING EXPENSES                            3,435,128      2,616,269
                                                 ------------- --------------

OPERATING INCOME/(LOSS)                            (2,117,644)    (1,646,695)
                                                 ------------- --------------

OTHER INCOME AND (EXPENSES)

   Interest expense                                   (13,015)       (52,649)
   Interest income                                      8,866          6,551
   Loss on sale of asset                                    -         (6,090)
                                                 ------------- --------------

     Total Other Income and (Expenses)                 (4,149)       (52,188)
                                                 ------------- --------------

INCOME/(LOSS) BEFORE INCOME TAXES                  (2,121,793)    (1,698,883)

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

NET INCOME/(LOSS)                                $ (2,121,793) $  (1,698,883)
                                                 ============= ==============

NET LOSS PER SHARE                               $      (0.18) $       (0.19)
                                                 ============= ==============

WEIGHTED AVERAGE OUTSTANDING SHARES                12,101,958      8,793,613
                                                 ============= ==============









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

                                     F-4

<PAGE> 26

                              Whole Living, Inc.
                Consolidated Statement of Stockholders' Equity
               For the years ended December 31, 2000 and 1999


                                                      Additional  Retained
                                    Common Stock      Paid in     Earnings
                                Shares        Amount  Capital    (Deficit)
                             ------------- ---------- ----------- ------------
Balance on December 31, 1998    6,000,000      6,000     195,000     (55,257)

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

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

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

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

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

March 2000 - shares issued
 for conversion of notes
 payable                          400,000        400     499,600            -

June 2000 - shares issued for
 conversion of notes payable    2,000,000      2,000     998,000            -

August 2000 - shares issued
 for Insurance policy              35,000         35      23,465            -

September 2000 - shares
 issued for  distributor
 agreements                       235,000        235     234,765            -

November 2000 - shares
 issued on stock incentive
 program                              500          1         499            -

Net (Loss) for the year
 ended December 31, 2000                -          -           -   (2,121,793)
                             ------------- ---------- ----------- ------------

Balance on December 31, 2000   13,379,500  $  13,380   2,969,578  $(3,875,933)
                             ============= ========== =========== ============






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

                                     F-5
<PAGE> 27

                              Whole Living, Inc.
                     Consolidated Statements of Cash Flow

                                                      For the      For the
                                                     Year Ended   Year Ended
                                                     December 31  December 31
                                                        2000         1999
                                                   ------------- -------------
Cash Flows From Operating Activities
Net income (loss)                                  $ (2,121,793) $ (1,698,883)
Non-cash items:
   Depreciation & amortization                          122,845        66,565
   Stock issued for services                            235,500             -
   Stock issued for insurance                            23,500        15,000
   Stock issued for interest                                  -         7,958
   Loss on sale of assets                                     -         6,090
(Increase)/decrease in current assets:
   Accounts receivable                                  (11,079)       (1,504)
   Inventory                                           (125,536)     (261,087)
   Prepaid expenses                                     (59,744)      (46,729)
Increase/(decrease) in current liabilities:
   Bank Overdraft                                       121,073             -
   Accounts payable                                     104,205       291,688
   Accrued expenses                                       2,896       185,602
                                                   ------------- -------------
    Net Cash Provided(Used) by Operating Activities  (1,708,133)   (1,435,300)
                                                   ------------- -------------

Cash Flows from Investing Activities
  Cash paid for Property and Equipment                 (290,729)     (176,375)
  Cash paid for Distributor Lists                       (65,100)            -
  Cash paid for Deposits                                 (7,400)      (11,506)
                                                   ------------- -------------
   Net Cash Provided(Used) by Investing Activities     (363,229)     (187,881)
                                                   ------------- -------------

Cash Flows from Financing Activities
  Cash received from WLN pursuant to the acquisition          -       800,000
  Cash received from debt financing                   1,934,049       990,000
  Principal payments on long-term debt                  (45,756)      (51,955)
                                                   ------------- -------------
   Net Cash Provided(Used) by Financing Activities    1,888,293     1,738,045
                                                   ------------- -------------

    Increase/(decrease) in Cash                        (183,069)      114,864

Cash and Cash Equivalents at Beginning of Period        183,069        68,205
                                                   ------------- -------------

Cash and Cash Equivalents at End of Period         $          -  $    183,069
                                                   ============= =============

Supplemental Cash Flow Information:
  Cash paid for interest                           $        567  $      9,799
  Cash paid for income taxes                       $          -  $          -
Non-cash financing transaction:
 Stock issued for services                         $    235,500  $          -
 Stock issued for insurance policy                 $     23,500  $     15,000
 Stock issued for conversion of notes payable      $  1,500,000  $    207,958

                                     F-6

<PAGE> 28



                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies

         a. Organization

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

         b. Recognition of Revenue

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

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

         c. Earnings (Loss) Per Share

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

                                       Income(loss)   Shares      Per-Share
                                       (Numerator)  (Denominator)  Amount
                                       ------------- ------------ -----------
For the year ended December 31, 2000:
  Income (loss) from operations        $ (2,117,644)
                                       -------------
  Basic EPS
  Income (loss) to common stockholders $ (2,121,793)  12,101,958  $    (.18)
                                       ============= ============ ===========
For the year ended December 31, 1999:
  Income (loss) from operations        $ (1,646,695)
                                       -------------
  Basic EPS
  Income (loss) to common stockholders $ (1,698,883)   8,793,613  $    (.19)
                                       ============= ============ ===========


                                     F-7

<PAGE> 29


                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (Continued)

         c. Earnings (Loss) Per Share (continued)

            There are no reconciling items to net income for the computation
of earnings per share.  At December 31, 1999, the 400,000 shares held in
escrow as collateral on a note payable were not included in computing diluted
earnings per share because their effects were anti-dilutive.

         d. Provision for Income Taxes

            No provision for income taxes has been recorded due to net
operating loss carryforwards totaling approximately $3,875,000 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, 2000 and 1999:

                                                      December 31,
                                                2000             1999
                                            --------------- ---------------
Deferred tax asset:
   NOL carryforward                         $    1,317,000  $      596,000
Valuation allowance                             (1,317,000)       (596,000)
                                            --------------- ---------------
Total                                       $            -  $            -
                                            =============== ================

         e. Cash and Cash Equivalents

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

         f. Property and Equipment

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

            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 31,2000 and 1999 is
$113,686 and $57,906, respectively.

                                     F-8

<PAGE> 30

                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (Continued)

         f. Property and Equipment (continued)

            In accordance with Financial Accounting Standards Board Statement
No.121, 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, 2000, no impairments were
recognized.

         g. Inventory

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

         h. Fair Value of Financial Instruments

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

         i. Goodwill

            The Company recorded goodwill in the acquisition of the assets of
Brain Garden, LLC.  Various intangible assets such as distributor down lines,
customer lists and product name identification are included in Goodwill.
Valuation of these intangibles separately was not identified, yet the excess
of payment over the net assets received provides for the recording of these
intangibles as Goodwill.  Goodwill is being amortized over 5 years on a
straight-line method.  Amortization expense for the years ended December 31,
2000 and 1999 was $9,159 and $8,659, respectively.

         j. Use of Estimates

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

                                     F-9
<PAGE> 31


                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 1 - Summary of Significant Accounting Policies (Continued)

         k. Acquisition

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

NOTE 2 - Property & Equipment

            Property and equipment consists of the following at December 31,
2000 and 1999:

                                                          December 31,
                                                       2000           1999
                                                 -------------- ------------
      Office equipment & furnishings             $      94,187  $    49,782
      Office furniture & fixtures                       61,111       57,536
      Software                                         472,140      232,333
      Leased equipment                                  15,014       15,014
                                                 -------------- ------------
                                                       642,452      354,665
      Less:
        Accumulated depreciation                      (163,674)     (55,930)
        Accumulated depreciation-leased equipment       (6,250)      (3,250)
                                                 -------------- ------------

      Total Property & Equipment                 $     472,528  $   295,485
                                                 ============== ============


                                     F-10
<PAGE> 32


                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 3 - Long-Term Liabilities

         Long Term Liabilities are detailed in the following schedules as of
December 31, 2000 and 1999:

     Notes payable - related party is detailed as follows:
                                                            December 31
                                                         2000          1999
                                                     ------------ ------------

      Note payable to a shareholder of the Company,
      bearing interest at 14%, due upon demand and
      unsecured                                      $   771,630  $         -

      Note payable to a shareholder of the Company,
      bearing interest at 10.5%, due upon demand
      and unsecured                                      409,305            -

      Note payable to a corporation under common
      ownership, non-interest bearing, due upon
      demand and unsecured                                93,114            -

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

      Note payable to a shareholder of the Company,
      bears interest at 9%, due May 1, 2000 and
      unsecured                                                -      340,000
                                                   -------------- ------------
      Total notes payable - related party              1,274,049      840,000
                                                   ============== ============

      Notes Payable are detailed as follows:

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

      Note payable to a corporation, non-interest
      bearing, due within 60 days of delivery of
      software, unsecured                                      -       31,267
                                                   -------------- ------------

      Total Notes Payable                          $           -  $    41,298
                                                   ============== ============

                                     F-11
<PAGE> 33


                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999




NOTE 3 - Long-Term Liabilities (continued)

         Capital lease obligations are detailed in the following schedule as
of December 31, 2000 and 1999:

                                                            December 31
                                                         2000          1999
                                                     ------------ ------------
      Capital lease obligation to a corporation
      for computer equipment, lease payments due
      monthly of $435 through February 2000,
      bears interest at 18%, secured by computer
      equipment.                                     $         -  $       808

      Capital lease obligation to a corporation
      for computer equipment, lease payments
      due monthly of $304 through April 2002,
      bears interest at 18%, secured by equipment.          3,446       7,097
                                                     ------------ ------------

      Total Lease Obligations                               3,446       7,905
                                                     ------------ ------------

      Total long term liabilities                       1,277,495     889,203
                                                     ============ ============
      Less current portion of:
        Notes payable - related party                   1,274,049     840,000
        Notes payable                                           -      41,298
        Capital lease obligations                           3,126       3,423
                                                     ------------ ------------
      Total current portion                             1,277,175     884,721
                                                     ------------ ------------
      Net Long Term Liabilities                      $        320 $     4,482
                                                     ============ ============


         Future minimum principal payments on notes payable and notes
payable-related party are as follows at December 31, 2000:

            2001                                                  $ 1,274,049
                                                                  ------------

      Total notes payable and notes payable-related party         $ 1,274,049
                                                                  ============


                                     F-12

<PAGE> 34
                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999

NOTE 3 - Long-Term Liabilities (continued)

         Future minimum lease payments are as follows at December 31, 2000:

                     2001                                            3,648
                     2002                                              521
                                                                  ---------
                                                                     4,169
                     Less portion representing interest               (723)
                                                                  ---------
                     Total                                        $  3,446
                                                                  =========
NOTE 4 - Commitments and Contingencies

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

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

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

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

          Future minimum payments on operating leases are as follows:

            2001        $     166,872
            2002               91,485
                        -------------
           Total        $     258,357
                        =============


                                     F-13
<PAGE> 35


                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999



NOTE 4 - Commitments and Contingencies (continued)

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

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

NOTE 5 - Going Concern

         The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has had
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 raise additional funds through public markets and market
it's products aggressively.

NOTE 6 - Related Party Transactions

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

         In May 1999, PHI Mutual Ventures, a shareholder of the Company loaned
$340,000 to the Company.  The loan bears interest at 9% and is due May 1,
2000.  This note was converted to equity in 2000.

                                     F-14

<PAGE> 36



                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 6 - Related Party Transactions (continued)

         During June 1999,  PHI Mutual Ventures, a shareholder of the Company
loaned $500,000 to the Company.  The loan bears interest at 10% and is due
June  2000.  This note was converted to equity in 2000.

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

         On December 1, 1999, the Company entered into a service agreement
with Excel Graphics, a Utah corporation, to provide product warehousing and
fulfillment. Mark Burdge, a shareholder and then director, is the President
and major shareholder of Excel Graphics.  The company paid $57,551 to Excel
for its services in 1999 and 2000.

         During the year ended December 31, 2000, Capital Communications, a
shareholder of the Company loaned $1,771,630 to the Company.  The loan bears
interest at 14.5% and is due upon demand.  However, in June 2000, $1,000,000
of this loan was converted to 2,000,000 shares of common stock.  The balance
due at December 31, 2000 is $771,428.

         During the year ended December 31, 2000, Mark Comer, a shareholder of
the Company loaned $409,305 to the Company.  The loan bears interest at 10.5%
and is due upon demand.  The balance due at December 31, 2000 is $409,305.

         During the year ended December 31, 2000, Tapdog.com, a corporation
under common ownership, loaned $150,000 to the Company.  The loan in
non-interest bearing and is due upon demand.  The balance due at December 31,
2000 is $93,114.

NOTE 7 - Principles of Consolidation

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


                                     F-15

<PAGE> 37

                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999

NOTE 8 - Reverse Acquisition

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

NOTE 9 - Stock Split

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

NOTE 10 - Stockholders' Equity Transactions

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

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

          In July 1999,  400,000 shares of common stock were issued to PHI
Mutual Ventures as collateral on the $500,000 note payable.  The shares were
being held in escrow and were therefore issued but not outstanding at December
31, 1999.  However, the shares were issued in March 2000 for conversion of
notes payable at $1.25 per share.

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

          In June 2000, the Company issued 2,000,000 shares of its common
stock at $.50 per share for conversion of notes payable of $1,000,000.

          In August 2000, the Company issued 35,000 shares of its common stock
at $.67 per share for an insurance policy.

                                     F-16
<PAGE> 38


                              Whole Living, Inc.
                Notes to the Consolidated Financial Statements
                          December 31, 2000 and 1999


NOTE 10 - Stockholders' Equity Transactions (continued)

          In September 2000, 235,000 shares of common stock were issued to
Daniel W.Jackson, Esq. to be issued to distributors as certain performance
benchmarks are achieved.  The shares were released and the Company recorded
expense of $235,000 based on the market price of the stock at the time of the
agreement.

          In November 2000, the Company issued 500 shares of its common stock
at $1.00 per share on a distributor agreement.

NOTE 11- Stock Warrants

         In September 2000, the Company entered into a consulting agreement
with Columbia Finacial Group, Inc., for investor relations, public relations,
publishing, advertising and other services. In exchange for a years worth of
service, the Company issued 800,000 stock warrants to acquire common stock at
$2.00 per share for 5 years.

         The Company accounted for these warrants per FASB 123 using the
Black-Scholes model on the date the warrants became measurable per EITF 96-18.
The fair value of these warrants were determined using the following
assumptions: expected volatility -60%; risk free interest rate of 7%, and
expected life of 5 years. The value of the warrants was determined to be $0.
With the sliding downward volatile trend of the Company's stock price, no
value was assessed.

         As of December 31, 2000, no services had been performed on this
agreement, however subsequent to the audit date the Company changed the
exercise price of the warrants to $.50 and services are expected to be
performed in the summer of 2001. At that time the Company will expense the
value of the services, and with the adjustment of the exercise price of the
warrants, the Black-Scholes model will be used to re-evaluate the value of the
warrants.

         No warrants have been exercised as of December 31, 2000.

                                     F-17