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WHOLELIFE COMPANIES, INC. FILES (8-K) Disclosing Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Change in Shell Company Status, Financial Statements and Exhibits

January 21, 2014

ITEM 2.01 Completion of Acquisition or Disposition of Assets On January 13 , WholeLife Companies, Inc. , a Delaware corporation (the "Company"), completed the acquisition of WholeLife Companies, LLC , a Delaware limited liability company (" WholeLife LLC ") (the "Acquisition"). The Acquisition was effectuated by the Company through the exchange of all the outstanding membership interests of WholeLife LLC for 12,000,000 shares of common stock of the Company. At the time of the Acquisition, one member held all the outstanding membership interests of WholeLife LLC . WholeLife LLC has become a wholly owned subsidiary of the Company and the Company has taken over its operations and business plan. Prior to the Acquisition, the Company had no ongoing business or operations. WholeLife LLC was formed on June 25, 2013 to develop luxury rental living communities integrating the concepts and practices of a healthy and enriching lifestyle into the creation of the community. The Company anticipates developing projects which it owns, plans and creates the community and third party projects in which the Company acts as the developer for a third party owner. The Company also anticipates that it may develop a franchise system whereby it provides to third party for a one time fee and continuing fees the plans, programs, trademarks and everything necessary to develop a WholeLife community. The Company, or its subsidiary, may serve as operating manager of a franchise project. Business and Business Plan Prior to the Acquisition, the Company had no business or operations. Pursuant to the Acquisition, the Company has acquired the business plan, operations and contracts of its now wholly-owned subsidiary, WholeLife LLC . The Company plans to develop luxury rental living communities integrating the concepts and practices of a healthy and enriching lifestyle into the creation of the community. The communities are designed to provide single-level, mid-rise and high-rise rental properties with the look of upscale homes and to offer a fitness center, pool, game room, concierge services and other community and personal services. Healthy living services, such as fitness evaluations, fitness instructors, wellness consultants, nutritionists, speakers and classes will also be available. The monthly rental fee is intended to include all the services and facilities. The WholeLife communities are intended as rental communities that respond to the desire of active adults for healthy living facilities, integrating fitness and wellness in a maintenance free environment, without the need for the large capital outlay required for the purchase of comparable single family dwellings. The Company believes that WholeLife communities are a decidedly upscale lease based concept designed to support a better, smarter, healthier and more convenient lifestyle. The Company intends to utilize three methods to develop WholeLife communities: (i) third party projects for which the Company enters into an agreement with the owner of the property and the Company serves as the developer (ii) proprietary projects in which the Company is the owner of the property and develops the community for its own account or (iii) franchise projects for which the Company provides to a third party (for a one time and on going fees) the plans, programs, trademarks and everything necessary to develop a WholeLife community and for which the Company or its subsidiary may serve as the operating manager of the property. The Company has designed three types of WholeLife communities: The WholeLife "Traditions" community is designed to consist of 100 to 150 single-level residences from 1500 to 2000 square feet with the look and feel of fine traditional houses appropriate to the surrounding community. Landscaping, sidewalks, and streetlights complete the look and feel of a traditional American neighborhood. The WholeLife "Courtyards" community is designed as a community with mid-rise height buildings with each building consisting of between eight to twelve 1800 square foot units. The buildings will be designed as four stories and include ground floor parking and three levels of residences, The WholeLife "Concierge" community is designed as a community with 18-story buildings with each building consisting of 75 units of approximately 2600 square feet. The Company anticipates that each community will include an expansive and functional WholeLife Club as a focal point for neighborhood life, containing space for gatherings and events, a state of the art fitness center, pool, game room and community services. The Company intends to deliver a residential lifestyle similar to four star hotels and resorts. Residents will be provided a set of privileges and services created to support not only the continuous health and happiness of all community members, but a life of comfort and convenience. Through its strategic partner, Gables Residential, the Company anticipates that the communities will provide an extensive list of core and a-la-carte services: Core Essentials: Full concierge service Fitness evaluations Fitness instructors and trainers Wellness and lifestyle consultants Nutritionists for healthy eating Planned classes and programs Guest Speakers and activities Grounds keeping and maintenance A La Carte services: Professionally managed fitness and weight control programs In-home meal delivery and catering (residential and event) Maid and laundry service Subsidiaries As part of its business plan, WholeLife LLC has created wholly owned subsidiaries each designed to focus on various aspects of the planned business: WholeLife Management Company, LLC : designed to oversee operation of the WholeLife communities; WholeLife Development Company, LLC : designed to oversee the development and construction of each WholeLife community; WholeLife Properties, LLC : designed to acquire property sites and hold ownership of the WholeLife communities; WholeLife Franchise Company, LLC : designed to license franchisees to develop, construct, market and manage WholeLife communities Each of these subsidiaries may create wholly-owned or partially owned subsidiaries for each project in which it is involved. WholeLife Cibolo Canyons LLC , is a wholly owned subsidiary of WholeLife Properties, LLC . WholeLife Development Chattanooga LLC is a wholly-owned subsidiary of WholeLife Development Company LLC . Operations WholeLife Cibolo Canyons WholeLife Cibolo Canyons is designed as a 154-unit Proprietary project. On December 13, 2013 , the Company, through its subsidiary WholeLife Cibolo Canyons LLC , closed the purchase of 32.8 acres in the Cibolo Canyons, near San Antonio, Texas for an aggregate purchase price of $7,700,000 . The initial down payment for the acquisition consisted of $110,000 from the Company and a loan from ACCP, LP in the amount of $1,430,000 . The balance of the purchase price is due to the seller by June 13, 2014 . The Company entered a funding agreement with ACCP, LP which did not require the payment of interest, but required payment of an origination fee of $250,000 and an additional $100,000 if the funding was not repaid within 90 days. The Company . . . ITEM 3.02 Recent Sales of Unregistered Securities The Company has issued the following securities in the last three (3) years. Such securities were issued pursuant to exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Since inception, the Company has issued 13,900,300 shares of common stock as follows: The Company issued an aggregate of 20,000,000 shares on formation in June, 2013, to Tiber Creek Corporation and MB Americus of which all but 500,000 shares were redeemed pro rata. On October 11, 2013 , the Company issued 1,000,000 shares of its common stock to John B. Lowery as part of a change in control. In November 2013 , the Company received an aggregate of $1,000,000 for the sale of 300,300 shares of its common stock to REI Acquisitions. On January 13, 2014 , the Company issued 12,000,000 shares of its common stock to John B. Lowery as part of the Acquisition. Since inception, the Company has issued 285,500 shares of preferred stock as follows. On December 31, 2013 , the Company issued 100,000 shares of preferred to stock to ACCP, LP for an aggregate of $1,000,000 . On January 14, 2014 , the Company converted $1,855,000 in short term loans held by ACCP, LP into 185,500 shares of its preferred stock. ITEM 5.06 Change in Shell Company Status The Company has acquired WholeLife Companies LLC which has a defined business plan and operations and accordingly, the Company has commenced operations and is no longer deemed to be a shell company. ITEM 9.01 Financial Statements and Exhibits The audited financial statements of WholeLife Companies LLC as of September 30, 2013 are included herewith. The audited financial statements of the Company, WholeLife Companies, Inc. as of June 30, 2013 , are included herewith. ITEM 9.01 Financial Statements and Exhibits Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission ). 2.1* Agreement and Plan of Reorganization among WholeLife Companies, Inc. , WholeLife Companies, LLC and sole owner of membership interests of WholeLife Companies, LLC 3.1 Certificate of Incorporation (filed as exhibit to the Form 10-12G filed September 30, 2013 ) 3.2 By-laws (filed as exhibit to the Form 10-12G filed September 30, 2013 ) 3.3 Sample stock certificate (filed as exhibit to the Form 10-12G filed September 30, 2013 ) 10.1* Loan conversion agreement with ACCP, LP and designation of preferred stock ____________________ * Filed herewith [[Image Removed]] REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Members of WholeLife Companies, LLC . We have audited the accompanying consolidated financial statements of WholeLife Companies, LLC . ("the Company") as of the period ended September 30, 2013 , and the related statements of financial position, operations, changes in members' equity, and cash flows for the period from June 25, 2013 (Inception) to September 30, 2013 . The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board ( United States ). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WholeLife Companies, LLC . as of September 30, 2013 and the results of its operations and its cash flows for the period from June 25, 2013 (Inception) to September 30, 2013 in conformity with accounting principles generally accepted in the United States of America . The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes the raising of additional equity financing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Anton & Chia, LLP Newport Beach, California December 30, 2013 WHOLELIFE COMPANIES, LLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION September 30, 2013 ASSETS Current Assets Cash $ 1,080 Total Current Assets 1,080 TOTAL ASSETS $ 1,080 LIABILITIES & MEMBER'S EQUITY Member's Equity Capital Contribution from Members $ 10,622 Accumulated comprehensive loss (9,542 ) Total Member's Equity 1,080 TOTAL LIABILITIES & MEMBER'S EQUITY $ 1,080 The accompanying notes are an integral part of these consolidated financial statements. WHOLELIFE COMPANIES, LLC CONSOLIDATED STATEMENT OF OPERATIONS For the period beginning June 25, 2013 (Inception) through September 30, 2013 Revenue $ - Cost of revenue - Gross profit - Operating expenses 9,542 Loss before income tax (9,542 ) Income tax expense - Net loss attributable to members $ (9,542 ) The accompanying notes are an integral part of these consolidated financial statements. WHOLELIFE COMPANIES, LLC CONSOLIDATED CHANGES IN MEMBERS' EQUITY General Member's Equity Capital Accumulated Contribution Deficit Total Balance, June 25, 2013 (Inception) $ - $ - $ - Capital Contribution from Member 10,622 10,622 Accumulated Deficit attributable to General Members (9,542 ) (9,542 ) Balance, September 30, 2013 $ 10,622 $ (9,542 ) $ 1,080 The accompanying notes are an integral part of these consolidated financial statements. WHOLELIFE COMPANIES, LLC CONSOLIDATED STATEMENT OF CASH FLOWS For the period beginning June 25, 2013 (Inception) through September 30, 2013 Operating Activities Net loss $ (9,542 ) Net cash used by operating activities (9,542 ) Financing Activities Proceeds from Capital Contributions by Members 10,622 Net cash provided by financing activities 10,622 Net increase in cash 1,080 Cash at beginning of period - Cash as of September 30, 2013 $ 1,080 The accompanying notes are an integral part of these consolidated financial statements. WholeLife Companies LLC Notes to Consolidated Financial Statements as of September 30, 2013 Note 1 - Nature of Operations and Summary of Significant Accounting Policies. Nature of Operations WholeLife Companies LLC ("WholeLife" or the "Company") and the wholly owned subsidiaries; WholeLife Franchise Company, LLC ; WholeLife Management Company, LLC ; WholeLife Development Company, LLC ; and WholeLife Properties, LLC , were formed on June 25, 2013 under the laws of the state of Delaware . WholeLife Companies, LLC is a developer of a trademarked concept in luxury rental living communities. WholeLife Franchise Company, LLC licenses franchisees to develop, construct, market and manage luxury rental communities. WholeLife Management Company, LLC oversees operation of the communities. WholeLife Development Company, LLC oversees the actual development and construction of each community. WholeLife Properties, LLC acquires sites and owns the communities for the Company. Development Stage Enterprise The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. Basis of Presentation The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to the accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of September 30, 2013 . Liabilities WholeLife Companies, LLC and its wholly owned subsidiaries are in the development stage and have no liabilities and no undisclosed liabilities as of September 30, 2013 . Accrued Expenses WholeLife Companies, LLC and its wholly owned subsidiaries have no accrued expenses as of September 30, 2013 . Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2013 . Income Taxes The Company is a pass-thru entity for income tax purposes and the income is taxed on the individual level. Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted to rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2013 , there were no deferred taxes. As this is the first year of existence for the Company, there are no open tax years for examination. Note 2 - Going Concern The Company has not yet generated any revenue from inception to date and has recognized a loss of $9,542 for the period from June 25 (inception) to September 30, 2013 . There have been no operations since inception and the expenses are solely from the formation and organization of The Company. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects of recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The Company is in the business of development, management, and construction of luxury rental communities. In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. The Company and its subsidiaries have been successful in obtaining contracts in San Antonio and Dallas, Texas to provide a level of assurance that future operations are probable and attainable to provide revenues from property management, development, and franchising operations. Note 3 - Recent Accounting Pronouncements New Accounting Pronouncements Not Yet Adopted In July 2013 , the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or a tax credit carryforward exists. The amendments in this standard are effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists for fiscal years, interim periods beginning after December 15, 2013 . We are evaluating the effect, if an adoption of ASU No. 2013-11 will have on our (consolidated) financial statements. Note 4 - Member's Equity The Managing Member of WholeLife Companies, LLC ; John Lowery has made a capital contribution of $1,000.00 , a $10 initial capital contribution for each entity described in the operating agreements and paid the legal expenses of $9,542.26 associated with the organization formations by Sutherland Asbill and Brennan, LLP . Mr. Lowery does not expect to be repaid for these capital contributions. Mr. Lowery's current percentage interest in the Company is 100%. Subsequent Events On October 10, 2013 , WholeLife Cibolo Development, LLC a wholly owned subsidiary of WholeLife Development LLC , a wholly owned subsidiary of WholeLife Companies, LLC signed a contract to purchase approximately 26 acres at Cibolo Canyons, San Antonio, Texas . WholeLife Cibolo Development, LLC has had a name change as of December 9, 2013 to WholeLife Cibolo Canyons, LLC and the membership interest has been transferred to the subsidiary, WholeLife Properties, LLC from the subsidiary, WholeLife Development, LLC . On November 4, 2013 , WL Dallas Uptown LLC , a company owned 75%, by WholeLife Properties, LLC a wholly owned subsidiary of WholeLife Companies, LLC and 25% by Drexel Real Estate , signed a contract to purchase the Old Warsaw site, consisting of approximately 1.4 acres in Dallas, Texas . On November 15, 2013 , WholeLife Properties, LLC a wholly owned subsidiary of WholeLife Company, LLC signed a contract to purchase approximately 27.4 acres of land in or near Harpers Preserve , Houston, TX. As of December 13, 2013 this contract is cancelled by WholeLife Properties, LLC WholeLife Companies, LLC will be acquired by public company WholeLife Companies, Inc. fka Glenwalk Acquisitions Corporation , a Delaware Corporation . WholeLife Companies, LLC will have no activities past that point and it has executed no contracts in its name as of September 30, 2013 or past that date.


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