8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 13, 2014

Date of Report

(Date of Earliest Event Reported)

WHOLELIFE COMPANIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000- 54980	46-3866926
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

820 NE 63rd Street

Oklahoma City, Oklahoma 73105

(Address of Principal Executive Offices)

405-286–6060

(Registrant’s Telephone Number)

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 and ACCP have entered into an agreement to convert the loan into preferred shares of the Company.

The total project cost for WholeLife Cibolo Canyons, which will consist of 154 units, is estimated to be $45,085,102. Financing is anticipated to be structured as $31,559,571 from one of the senior lenders, and $13,525,531 from Company equity, a joint venture partner, or mezzanine loan. The Company is in discussions with some current and prospective investors but does not yet have a firm commitment. The Company has engaged the project architect and civil engineers who have completed the preliminary design for a modified “Traditions” prototype, as well as a preliminary site plan. The property will be managed by Gables Residential.

Potential Projects

The Company has located a number of potential projects that it anticipates may be developed. The projects that the Company has initially identified for additional scrutiny are located primarily in Texas and other southern states. These projects, as described below, are in various stages of discussion.

WholeLife Dallas Uptown

WholeLife Dallas Uptown is designed as a Proprietary project. The Company is in discussions to acquire, either alone or as part of a joint venture, a one-acre parcel near the central business district of Dallas for a purchase price of $12,000,000. The Company has made a $500,000 escrow deposit on the property. The escrow deposit was funded with a short term loan from ACCP, LP in the amount of $425,000 and the remaining $75,000 was funded by the Company. The Company anticipates to develop this parcel as an 80-unit high rise "concierge" development. Closing on the property is anticipated to be in February 2014, subject to successful completion of the Company's due diligence. The Company and ACCP have entered into an agreement to convert the $425,000 loan into preferred shares of the Company.

The Company anticipates the purchase price of the parcel to be financed by a mezzanine loan from ACCP, LP in the amount of $2,500,000 and a seller loan for the balance for a term of up to one year. The estimated development cost for the project is $56,563,302 of which $39,584,311 will be provided by a senior lender, and the balance of $16,968,991 will be a combination of Company equity and mezzanine equity or loans. It is anticipated that the property will be managed by Gables Residential.

WholeLife Chattanooga

WholeLife Chattanooga is a planned third party development project. The Company anticipates that its second-tier subsidiary WholeLife Development Chattanooga will enter into a development agreement with WholeLife Chattanooga, LLC, an independent third party entity and not a subsidiary of WholeLife Companies, Inc., but a company jointly owned by John Lowery, the Chief Executive Officer of the Company and Ellis Development, LLC, an independent company. If such agreement is entered into as contemplated, the Company will receive a development fee paid in monthly installments during the 24 months of construction and lease-up.

WholeLife Chattanooga, LLC is a 104 unit community of one story units, consisting of duplexes and four-plexes of approximately 1,552 to 1,849 square feet. It is planned to be developed on 39 acres owned by WholeLife Chattanooga, LLC. The site is fully permitted and waiting for completion of financial due diligence and execution of agreements. The Company anticipates that construction can be commenced (and development fees earned) as soon as senior and mezzanine financing is committed.

Development Costs

The WholeLife communities as anticipated to be developed by the Company have an estimated cost of development of approximately $31,000,000 for a 104 unit community, plus financing costs. For proprietary projects these are anticipated to be financed through a combination of equity from the Company and third party debt. The Company anticipates that it may obtain sufficient equity for its projects through development of relationships with one or more investors or partners. At some future time, once a community is stabilized at approximately 95% occupancy, the Company may choose to sell the community and its operations to a third party investor, such as a REIT, insurance company or a private equity investor. Alternatively, the Company may elect to refinance the project for a shorter or longer period on more advantageous terms to enhance and continue to hold the property.

Project Financing

The Company anticipates that it will finance its projects through third party debt, as well as from equity invested in the Company or alongside the Company’s equity. Sources of loans may include conventional construction/mini-perm loans from banks and other institutional lenders. Additional sources of debt may include variable rate demand notes, taxable bonds, and other forms of underwritten debt.

The Company anticipates that senior debt financing will usually be in an amount not exceeding 75% of the project cost (including capitalized interest and project working capital). The remaining cost of development and initial operating expenses of the project will be provided by the Company, or by a combination of Company equity and mezzanine or second mortgage financing. Third party subordinate financing of this type will probably not exceed 90% of the cost of development. By utilizing second mortgage or mezzanine financing, the Company anticipates that it will be able to reduce the amount of equity it must provide each of its projects, and thereby initiate more projects. In most cases the Company will likely have a minimum of 20% of the required equity for the project invested in a first in/last out position, subordinate to all third party financing.

The Company will develop all its projects through single purpose entities incorporated by the Company and solely owned by the Company to operate one project. The Company will invest the Company’s equity into this project level entity (typically an LLC). All loans, senior or junior, will be made directly with the single purpose entity rather than the Company, though the Company will be guarantor of these loans. Different projects will have a different combination of senior and junior lenders.

As of the date hereof, the Company has not secured any commitments for financing of projects, focusing its efforts in the startup phase of developing projects for third party owners. The Company is in discussion with both banks and broker dealers to structure various components of the required financing for its intended projects.

Projected Revenues from Anticipated Operations

The Company has just begun operations and has no income from operations under the existing development agreements.

The Company anticipates revenues from the following sources:

1. Development and real estate asset management agreements for third party owners.

2. Rental income from owned properties.

3. Proceeds from the sale of stabilized communities.

4. Revenues from franchise operations.

Third Party Development Services

As part of its proposed business plan, the Company anticipates that it will serve as the developer for WholeLife communities on behalf of third party owners. For these services, the Company anticipates that it will enter into agreements to receive a negotiated fee as a percentage of the project development costs. As an alternative the Company may negotiate a contract which will pay it a flat fee per unit developed. Payment on such agreements may include an initial payment at closing on financing, a monthly payment, and a final payment at final certificate of occupancy.

Asset Management Supervision

The Company also anticipates that it may serve as a real estate asset manager. The asset manager will work on behalf of the property owner to oversee the performance of one or more properties that is typically being managed by a third party property manager. The asset manager is largely focused on compliance with management agreements and loan covenants as well as financial reporting of properties individually and as portfolios. The Company anticipates that typically for its services as an asset manager, it will be entitled to a negotiated percentage of the gross revenues of the project, separate from any other fees for development or other services the Company might receive.

Rental Income from Owned Properties

WholeLife communities are rental communities. Residents will enter into term leases similar to other multi-family community leases. Rents at a WholeLife community will be reflective of competitive rents in the market for top end apartments or high end independent living communities. Because WholeLife community rents will be inclusive of WholeLife concierge services, the Company believes that it will be able to receive a higher rent than local competitive prices.

Proceeds from the sale of stabilized communities

The Company perceives that it will have the option to sell its communities at or subsequent to receiving a certificate of occupancy. There has not been a market for this specific type of community that the Company has identified. However multifamily communities have sold at capitalization rates that would enable the company to realize capital gain income should it elect to sell one or more communities. The price is usually a multiple of the Net Operating Income of the project. It is difficult at this time to predict what the cap rates and multiples of income at which a project might be sold. Potential purchasers of this type of community are exiting owner operators of multifamily properties including REITS, insurance companies, and private equity funds.

Revenues from Franchising

The Company anticipates that at some time in the future it may wish to franchise its WholeLife communities concept. If it determines to do so, it anticipates that it will receive revenues from a potential franchisee application fee and additional fees for receipt of the plans and specifications. The Company anticipates it will also be able to receive a monthly franchise fee during development of the project and a monthly royalty fee after completion of the project. The Company also anticipates that its franchisees will be required to utilize WholeLife Management LLC as the manager of their projects. Each state has distinct franchise laws and regulations. The Company has completed a franchise disclosure document and is in discussion with a national real estate company but it has not been registered with any state for sale of its franchise units. There is no assurance that such applications will be approved in the states in which the Company determines it wishes to offer such franchise opportunities.

Competition

The Company will face competition in various markets from other larger, better capitalized developers, including various multi-family apartment developers and independent senior housing developers. The Company believes that at present there is a limited amount of development in the luxury rental market, and very little in the single family detached or attached rental community with services. Certain developers are adopting a “cottage” model as an add-on to their existing communities, especially in senior housing markets, communities that include substantial up front buy-in fees in addition to monthly service fees.

Strategic Partners

The Company intends to utilize the services of other independent companies with whom it has developed or intends to develop a relationship to provide certain of the services to be offered by the Company when it serves as a developer of a project and to assist the Company in the development of a proprietary project for its own account.

The Company Background

The Company, formerly known as Glenwalk Acquisition Corporation, was incorporated in the State of Delaware in May, 2013, for the purpose of completing a merger or acquisition with a target company, such as WholeLife Companies, LLC. In June, 2013, Glenwalk Acquisition Corporation filed a registration statement with the Securities and Exchange Commission on Form 10 and became a public reporting company. In October, 2013, Glenwalk Acquisition Corporation changed its name to WholeLife Companies, Inc.

Acquisition

On January 13, 2014, WholeLife Companies, Inc. acquired all the membership interests of WholeLife Companies, LLC, a Delaware limited liability corporation (the "Acquisition"). Prior to the Acquisition, the Company had no ongoing business or operations. Pursuant to the Acquisition, the Company has acquired the business and business plan of WholeLife LLC.

The Company has an authorized capitalization of 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. The Company has a fiscal year end of December 31. At the time of the Acquisition, there were 20,000,000 shares of common stock of the Company issued and outstanding.

All the membership and voting interests of WholeLife LLC were held by one member, John B. Lowery who is the president and a director of the Company. Pursuant to the Acquisition, all the outstanding membership interests of WholeLife LLC were exchanged for an aggregate of 12,000,000 shares of WholeLife Companies, Inc. common stock.

Employees

The Company has eight employees. The Company anticipates outsourcing a number of its primary functions, particularly project management and property management. The costs of these activities are part of each project budget. The Company employs eight full and part time personnel,. As the Company expands, it intends to fill a limited number of necessary personnel positions at industry standard wages and benefits

Property

On December 13, 2013, the Company closed on the purchase of 32.8 acres in the Cibolo Canyons, near San Antonio, Texas for an aggregate purchase price of $7,700,000 with a deposit of $1,540,000 of which the Company contributed $110,000 and $1,430,000 was financed through a loan from ACCP, LP. The remainder of the purchase price is due June 13, 2014. The Company intends to develop this property as a WholeLife Traditions community of 154 units.

The Company leases office space at 820 NE 63rd Street, Oklahoma City, Oklahoma 73105 and its primary telephone number is 405-286–6060. The Company maintains a web site at www.wholelifecompanies.com.

Subsidiaries

For each project with which it acts as developer or owner or for each distinct operating activity, the Company intends to utilize single purpose limited liability corporationsowned by the Company. In that regard, the Company has established the following limited liability subsidiaries, which are wholly owned by the Company:

WholeLife Management Company, LLC. WholeLife Management, LLC is designed to oversee operation of the WholeLife communities and will provide both asset management and property management services for the WholeLife communities. The combined fees for asset management and property management are anticipated to equal 4% of the gross revenues. WholeLife Management will engage a strategic partner third party to provide day to day lease up and project management services. For Company owned projects, there is no asset management fee.

Subsidiaries of WholeLife Management include :

WholeLife Chattanooga Management LLC

WholeLife Cibolo Management LLC

WholeLife Cinco Ranch Management LLC

WholeLife Development Company, LLC. WholeLife Development LLC is designed to oversee the development and construction of each WholeLife community and is responsible for site selection, planning, design, entitlement and construction of projects either for WholeLife Properties, LLC or, under contract, to third parties. WholeLife Development will receive a fee anticipated to be equal to roughly 3% of the overall budget, less capitalized interest and other reserves. WholeLife Development will be responsible for oversight of a project through stabilization. It intends to utilize the services of a strategic partner for the day to day project management.

Subsidiaries of WholeLife Development Company, LLC include:

WholeLife Chattanooga Development LLC

WholeLife Cibolo Development LLC

WholeLife Properties, LLC. WholeLife Properties, LLC is designed to acquire property sites and hold ownership of the WholeLife communitiesand will serve as the managing member of each of the project level single purpose limited liability companies created for each project.

Subsidiaries of WholeLife Properties, LLC include:

WholeLife Chattanooga, LLC

WholeLife Cibolo Canyons, LLC

WholeLife Franchising Company, LLC. WholeLife Franchising Company, LLC is designed to serve as the franchising arm of the Company, if at such time the Company determines that it would be advantageous to develop a franchising arm. The Company has completed a franchise disclosure document and is in discussion with a national real estate company. The Company has not been registered with any state for sale of its franchise units.

Strategic Partners

The Company intends to utilize the services of independent companies, with whom the Company or the Company's executive officers and/or directors have developed or a relationship, to effect certain of the services to be offered by the Company when it serves as a developer of a project and to assist the Company in the development of a proprietary project for its own account. In projects similar to those anticipated by the Company, John B. Lowery, the President and a director of the Company, has utilized the services of the following companies some of which the Company may utilize to provide third party services:

Transwestern. Transwestern is a privately held real estate firm specializing in agency leasing, property and facilities management, tenant advisory, capital markets, development, research and sustainability. John B. Lowery, the President and a director of the Company, has an existing relationship with Transwestern and has used this company for its services to identify, qualify and negotiate sites for development.

Advent PDS. Advent PDS is headquartered in Atlanta, Georgia, and provides project planning, professional consultant team selection, project management and coordination, cost estimating, collaborative project schedule management, municipal approvals, value engineering, purchasing and installation of fixtures, furniture, and equipment, reporting, and project closeout.

Gables Residential Management, Inc. Gables Residential is a privately owned REIT, specializing in the management of multi-family communities and mixed-use developments and currently manages over 38,000 rental units for third party owners as well as its own portfolio. The Company anticipates that it may use such services to provide day-to-day property management services including leasing, operations, maintenance, human resources, and resident services (including concierge services).

Intellectual Property

The Company owns the architectural drawings for its proprietary communities and has applied for trademark protection of its brand name "WholeLife".

Legal Proceedings

There are no pending, threatened or actual legal proceedings in which the Company is a party.

Summary Financial Information

As the Company had no operations or specific business plan until the Acquisition, the information presented below is that of WholeLife LLC which was acquired by the Company in January, 2014. The financial information provided below is derived from the audited financial statements of WholeLife LLC and related notes thereto as of the period ended September 30, 2013. WholeLife LLC was formed in June 2013 and is a development stage company with no operations or assets for the period covered by the audit. Subsequent to the period covered by the audit, the Company has received an aggregate of $1,000,000 for the sale of 300,300 shares of its common stock and $1,000,000 from the sale of 100,000 preferred shares. The Company also entered into an agreement with ACCP, LP to convert its outstanding loan amount of $1,855,000 into 185,500 shares of preferred stock.

Balance Sheet Data

	September 30, 2013
Cash	$	1,080
Total assets	$	1,080
Member's Equity
Capital Contribution from Member	$	10,622
Accumulated comprehensive loss				(9,542	)
Total Member's Equity	$	1,080
Statement of operations data
Revenue	$	-
Operating Expenses		9,542
Net loss attributable to member	$	(9,542	)

Management's Discussion and Analysis of Financial Condition and Results of Operations

WholeLife LLC which was acquired by the Company in January 2014 was formed in June 2013 and has not earned any revenue from operations since inception and is a development stage enterprise. As a result of the Acquisition, WholeLife LLC is a wholly owned subsidiary of the Company. The Company has not earned any revenue from operations since inception is considered a development stage enterprise.

The notes to the audited financial statements of WholeLife LLC contain a going concern note which states that as of the date of the audit WholeLife LLC had not generated any revenue and had a recognized loss of $9,542 for the period June 25, 2013 to September 30, 2013 and that in order to maintain 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.

In November 2013, the Company received an aggregate of $1,000,000 for the sale of 300,300 shares of its common stock. On December 31, 2013, the Company received an aggregate of $1,000,000 for the sale of 100,000 shares of its preferred stock. 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.

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 of $1,540,000 was financed by a payment 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 total project cost for WholeLife Cibolo Canyons, which will consist of 154 units, is estimated to be $45,085,102. Financing is anticipated to be structured as $31,559,571 from one of the senior lenders, and $13,525,531 from Company equity, a joint venture partner, or mezzanine loan. The Company is in discussions with some current and prospective investors but does yet have a firm commitment.

On January 14, 2014, the Company converted 1,855,000 in short term loans held by ACCP, LP into an aggregate of 185,500 shares of preferred stock of the Company.

Equipment Financing

The Company has no existing equipment financing arrangements.

Critical Accounting Policies

For the period June 25, 2013 (inception) through September 30, 2013, the financial statements of WholeLife LLC have been prepared and audited in accordance with generally accepted accounting principles in the United States.

Capital Resources

The Company’s proposed business plans over the next two years will necessitate additional capital and financing. Accordingly, the Company plans to raise some outside funding in the next one year, for the purposes of funding its business development and expansion plans.

There can be no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its contemplated business plans and operations unless it obtains additional financing or otherwise is able to generate sufficient revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

Management

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers. Until January 14, 2014, John B. Lowery was the sole officer and director of the Company at which time the following officers and directors were appointed to the serve as officers and/or directors of the Company.

Name	Age	Position	Date Term Commenced
John B. Lowery	57	Director, President and Chief Executive Officer	2013
John Ottinger	59	Director, Vice President, Chief Operating Officer	2014
Richard Labarthe	57	Director, Secretary, Executive Vice President, Legal Affairs	2014
Regan Williams	44	Director Treasurer, Executive Vice President, Chief Financial Officer	2014
D J van Keuern	44	Executive Vice President Capital Markets	2014
William Shapard, Jr.	46	Executive Vice President, Marketing	2014

John B. Lowery serves as a Director, President and Chief Executive Officer of the Company and was the sole member of WholeLife Companies, LLC, a real estate development company headquartered in Oklahoma City, Oklahoma which was acquired by the Company. John B. Lowery serves as Director, President and Chief Executive Officer of the Company. He is responsible for strategic planning, strategic third party alliances, banking and financial relationships, and general corporate oversight. Mr. Lowery also serves as President and Chief Executive Officer of Lowery Companies, a privately held commercial real estate development and construction company, and Lowery Construction. In his experience with real estate development and construction, Mr. Lowery has worked with financial institutions, owners, developers, governmental agencies, design consultants and construction contractors in all segments of the construction industry. Some of the completed projects by Lowery Companies and/or affiliates include: 23-story JW Marriott Hotel in Houston, Texas; 34-story Lincoln Center Officer Tower, Miami, Florida; 4-story North Mississippi Medical Center, Tupelo, Mississippi; 32-story Brickell Bay Office Tower, Miami, Florida; 18-story Hilton Hotel, Knoxville, Tennessee; 6-story Thurston Bowles Building , University of North Carolina School of Medicine; 21-story Morgan Keegan Tower, Memphis, Tennessee; 17-story Excelsior Hotel, Little Rock, Arkansas; 17-story Doubletree Convention Center, Tulsa, Oklahoma; 10-story City Hall Tower, Decatur, Alabama; 16-story condominium Waterford Plaza, Memphis, Tennessee; 15-story Radisson Hotel, Memphis, Tennessee; 10-story Belvedere, Memphis, Tennessee; 11 story Plough Towers, Memphis, Tennessee; 10-story Levi Towers, Hot Springs, Arkansas; 11-story Mobile Senior Housing, Bay Minette, Alabama; 11-story State University of New York, Natural Science Building, Buffalo, New York; 4-story Emerging Technology Building, University of Vermont, Burlington, Vermont; and 1000 single family houses Magnolia Estates, Olive Branch, Mississippi. Previously, Mr. Lowery served as President of Fidelity National Bank Holding Company. Mr. Lowery also served as the Chief of Staff to Harold E. Ford, Sr., member of United States House of Representatives.

John Ottinger serves as a Director, Vice President, and Chief Operating Officer of the Company. Mr. Ottinger has over 30 years experience managing both for-profit and not-for-profit private equity funds. Mr. Ottinger held the COO/CFO position for private equity pools valued at $750MM financing over 300 churches, 11 retirement facilities, 3 Christian schools and 2 daycare centers. Over the past 12 years, he has been instrumental in the financing of nearly $400,000,000 specifically for senior housing. Mr Ottinger works and resides in Florida.

Richard Labarthe serves as a Director, Secretary Executive Vice President/Legal Affairs of the Company. Mr. Labarthe is a 1982 graduate of Oklahoma State University and a graduate of the University of Oklahoma College of Law, magna cum laude, in 1985. From 1985 to 1996, he practiced law as an associate and shareholder with the Oklahoma City-based firm, Mock Schwabe Waldo Elder Reeves & Bryant. From 1996 to 2008, he continued practicing in Oklahoma City as a partner in Schneider & Labarthe. Since 2008, Mr. Labarthe has practiced through his firm, the Law Offices of Richard C Labarthe, PC. Mr. Labarthe has primarily focused his practice in recent years to the representation of development and energy companies. Mr. Labarthe's practice has been concentrated in commercial law, real estate law, debtor-creditor law, banking law and business workouts. In addition to service on the Commercial Law section of the Oklahoma Bar Association, Mr. Labarthe is also a commercial real estate broker. He has served on the boards of the Urban League of Oklahoma City, the Police Athletic League and St. John's Catholic Church in Edmond, Oklahoma and he has served as a leader in two troops of the Last Frontier Council of the Boy Scouts of America.

Regan Williams serves as a Director, Executive Vice President and Chief Financial Officer of the Company. Ms. Williams has over 16 years experience in both public and private accounting within a wide range of business sectors. Currently Ms. Williams is providing financial, accounting and business management services to a range of clients including a multi-state cupcake bakery which recently sold a majority share to KarpReilly Investment Firm. The complex sales transaction included an in depth audit and financial analysis along with complex financial reporting on an ongoing basis. Other clients include oil and gas companies, law firms and marketing and advertising firms. She has earned a Bachelor of Science in Accounting from the University of Central Oklahoma, a Masters of Business Administration from the University of Oklahoma and is a Certified Public Accountant.

D J van Keuern serves as Executive Vice President/ Capital Markets of the Company. Mr. Van Keuern has over 20 years experience in finance, investment banking, and real estate obtaining over $350 Million in capital commitments in 2012. Mr. van Keuern's experience includes service as: director of capital markets (equity and debt) for both a domestic and international real estate development company with a focus on luxury condominiums, luxury multifamily apartments and hotels, director at two boutique investment banking firm, Venture Partners Capital, and Puritan Securities, at which he focused on real estate, energy and healthcare. Mr. van Keuern served as managing director and partner at Hudson Commercial Capital, a commercial finance company where he was responsible for the strategic direction and long-term planning of the firm, the management of the company fund, and the implementation of the company's overall marketing and investment strategy. He also served as chief operating office for Onyx Capital, an alternative asset, real estate due diligence and capital markets group. In addition, Mr. van Keuern served as a director with Walton International, an international real estate land banking investment firm, where he assisted in the development of the company’s expansion into the United States, including establishing the U.S. office and capital markets for projects totaling over $100 million. Mr. van Keuern served as managing director for the Horizon Management Group where he acted as the fund manager for the American Dream Real Estate Fund. Mr van Keuren is a licensed securities broker, and has his licenses with Oak Hill Securities, Oklahoma City, Oklahoma.

William Shapard, Jr. serves as Executive Vice President/ Marketing for the Company. Mr. Shapard brings ten years of market research experience to the Company, working in hard to reach populations including affluent seniors and Baby Boomer generation. Mr. Shapard is the founder of Shapard Research, a full service primary and secondary research firm and the largest market research in the state of Oklahoma. Mr. Shapard has conducted hundreds of research studies, across a varied of target populations, in every state in the continental United States. Mr. Shapard served as the Press Secretary to JC Watts (R-OK), former member of United States House of Representatives, and the House Republican Conference. Mr. Shapard holds a Bachelor of Arts in Marketing from the University of Mississippi and is certified as a PRC, a professional researcher at the expert level by the Market Research Association (MRA).

None of the officers or directors of the Company has been a party to a bankruptcy petition, was convicted in a criminal proceeding nor has been temporarily or permanently enjoined from engaging in any type of business activity, including any securities related business.

Directors

The Company is authorized to have at least one director but no more than five. Each of the Company's directors serves for a term of one year or until a successor is elected and qualified.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly.

Committees and Terms

The Board of Directors (the “Board”) has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

Executive Compensation

Summary Compensation

Until January 14, 2014, John B. Lowery was the sole officer and director of the Company. However, certain of the persons who were appointed as officers and/or directors on January 14, 2014, previously served as consultants to the Company and received compensation for such services as listed below. No current executive officer received cash compensation in excess of $100,000 other than John Lowery in 2013.

John Lowery	$	188,817	(1)
Chief Executive Officer
John Ottinger	$	60,000
Chief Operating Officer
Richard Labarthe	$	60,000
General Counsel
Regan Williams	$	38,640
Chief Financial Officer
DJ van Keuren	$	10,000

_________

(1) Amount includes undifferentiated travel allowance and deferred compensation for 2013.

Anticipated Officer and Director Remuneration

The Company has not entered into any employment agreements with any of its officers. It intends to pay annual salaries to such officers and will pay an annual stipend to its directors when the Board determines, in its sole discretion, that cash flow is sufficient to make such payments in light of other cash needs of the Company. In addition, the Company anticipates that it will provide a performance bonus to its executive officers but such bonuses has not yet been determined and are still under consideration by the Company's Board. The Company anticipates that it will pay base salary compensation to officers in the following amounts (other benefits or perquisites would be in addition to compensation noted below):

John Lowery	$	240,000
Chief Executive Officer
John Ottinger	$	240,000
Chief Operating Officer
Regan Williams	$	75,000
Chief Financial Officer
Richard Labarthe	$	75,000
General Counsel
DJ van Keuren	$	150,000
Executive Vice President
William Shapard, Jr.	$	50,000
Executive Vice President

Although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

Employment Agreements

The Company has not entered into any employment agreements with any officers or key personnel. The Company has no oral agreements or understandings with any officer or employee regarding base salary or other compensation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

Name and Position	Shares Owned	Percent of Class
John B. Lowery, Director, President, Chief Executive Officer	13,000,000	93.52%
Richard Labarthe, Director, Secretary, Vice President	0
John Ottinger, Director, Chief Operating Officer	0
Regan Williams, Director, Treasurer, Chief Financial Officer	0
D J van Keuern, Executive VP, Capital Markets	0
William Shapard, Jr., Executive VP, Marketing	0
All Officers and directors as a Group (6 persons)	13,000,000

(1) Based on 13,900,300 shares of common stock outstanding.

Certain Relationships and Related Transactions

A partner in the law firm which acts as counsel to the Company is the sole owner and director of Tiber Creek Corporation, a selling shareholder in this Offering.

The Company has entered into a development agreement with WholeLife Chattanooga, LLC, a company jointly owned by John B. Lowery who is the president, director and chief executive officer of the Company. By the terms of the that agreement the Company will receive a monthly development fee.

The Company has five first tier wholly owned subsidiaries of which the officers and directors of the Company serve as the managing members or sole members of those limited liability company subsidiaries. Each of these first tier subsidiaries has subsidiaries and again the officers and directors of the Company serve as the managing members or sole members of those limited liability company subsidiaries.

Market Price of and Dividends and Related Stockholder Matters

Dividends

The Company has not paid any dividends to date. The Company has not made any determination about if and when it will pay dividends on its common stock. The Board of Directors has authorized a dividend payment of $2.60 per share of Series A Preferred Stock to be paid to the holders thereof as of June 30, 2014 and a dividend payment of $2.00 per share of Series B Preferred Stock to be paid to the holders thereof no later than December 31, 2014. Payment of such dividends is subject to the legal availability of such funds for such payment.

Preferred Shares

The Company has 20,000,000 authorized undesignated shares of preferred stock. As of December 31, 2013, the Company designated 185,000 shares of preferred stock as Series A and 100,000 shares of preferred stock as Series B (the "Preferred Stock). The 185,000 shares of Series A Preferred Stock was issued as payment for an outstanding loan in the amount of $1,850,000 to ACCP, LP and the 100,000 shares of Series B Preferred Stock was issued for a contribution of $1,000,000 at $10 per share to ACCP, LP.

The Preferred Stock, with respect to rights (other than dividend rates and redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Corporation, shall rank pari passu with one another and each rank senior to the common stock of the Company. The Preferred Stock has liquidation rights at par value of the shares (i.e. $.0001 per share). The Company may declare dividends on the Preferred Shares subject to funds being legally available therefor. The Board of Directors has approved the payment of initial dividend of $2.60 for each share of Series A Preferred Stock outstanding as of June 30, 2014 and shall payment of $2.00 per share for each share of Series B Preferred Stock issuable no later than December 31, 2014.

Each share of Each Holder shall have the right to convert, at any time and from time to time, all or any part of the Preferred Shares held by such Holder into an equal number of shares of Common Stock.

Market Price

There is no public market for the Company’s common stock and there is no market price for the Company's common stock.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

The Company’s Certificate of Incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director’s fiduciary except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

The Bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification. Section 145 of the Delaware General Corporation Law ("DCL") empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's by-laws, any agreement, vote of shareholders or otherwise.

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The Certificate of Incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act.

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.

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

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 Contribution		Accumulated 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	WHOLELIFE COMPANIES, INC.
Date: January 21, 2014	/s/   John B. Lowery

EX-2.1

AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") among WHOLELIFE COMPANIES, INC., a Delaware corporation ("Wholelife"), WHOLELIFE COMPANIES, LLC, a Delaware limited liability corporation (“ Wholelife LLC”) and the person listed in Exhibit A hereof the "Member"), being the sole owner of record of all the issued and outstanding membership interests of Wholelife LLC.

Whereas, Wholelife wishes to acquire and the Member wishes to transfer all the issued and outstanding membership interests of Wholelife LLC in a transaction intended to qualify as a reorganization within the meaning of §368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

Now, therefore, Wholelife, Wholelife LLC, and the Member adopt this plan of reorganization and agree as follows:

1. Exchange of Stock

1.1 Number of Shares. The Member agrees to transfer to Wholelife at the Closing (defined below) the number of membership interests of Wholelife LLC shown opposite his name in Exhibit A, in exchange for an aggregate of 12,000,000 shares of voting common stock of Wholelife, $.0001 par value per share.

1.2 Exchange of Certificates. The Member shall surrender any and all certificate(s) representing membership interests of Wholelife LLC for cancellation to Wholelife, and shall receive in exchange a certificate or certificates representing the number of full shares of Wholelife common stock into which the membership interests of Wholelife LLC represented by the certificate or certificates so surrendered shall have been converted. The transfer of Wholelife LLC membership interests by the Member shall be effected by the delivery to Wholelife at the Closing of certificates representing such transferred membership interests endorsed in blank or accompanied by such required transfer documents executed in blank.

1.3 Fractional Shares. Fractional shares of Wholelife common stock shall not be issued, but in lieu thereof Wholelife shall round up fractional shares to the next highest whole number.

1.4 Further Assurances. At the Closing and from time to time thereafter, the Member shall execute such additional instruments and take such other action as Wholelife may request in order more effectively to sell, transfer, and assign the transferred stock to Wholelife and to confirm Wholelife's title thereto.

1.5 Securities Outstanding After Closing. Immediately following the Closing, there will be issued and outstanding in Wholelife 13,500,000 shares of common stock as follows: 13,000,000 shares to John Lowery ( 12,000,000 shares issued as the sole Member of Wholelife LLC and 1,000,000 shares previously issued) and 500,000 previously issued.

2. Exchange of Other Securities.

2.1 Securities Exchanged. All outstanding warrants, options, stock rights and all other securities of Wholelife LLC owned by the Member, if any, shall be exchanged and adjusted, subject to the terms contained in such warrants, options, stock rights or other securities, for similar securities of Wholelife.

2.2 Ratio of Exchange. The securities of Wholelife LLC owned by the Member, and the relative securities of Wholelife for which they will be exchanged, are set out opposite their names in Exhibit A.

3. Closing. The Closing contemplated herein shall be held on _____________ at the principal offices of Wholelife, at ________________________ unless another place or time is agreed upon in writing by the parties without requiring the meeting of the parties hereof. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, delivered and executed simultaneously, and no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, delivered and executed. The date of Closing may be accelerated or extended by agreement of the parties.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission required by this Agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission or original signature.

4. Unexchanged Certificates. Until surrendered, each outstanding certificate that prior to the Closing represented Wholelife LLC membership interests shall be deemed for all purposes, other than the payment of dividends or other distributions, to evidence ownership of the number of shares of Wholelife common stock into which it was converted. No dividend or other distribution shall be paid to the holders of certificates of Wholelife LLC common stock until presented for exchange at which time any outstanding dividends or other distributions shall be paid.

5. Representations and Warranties of Wholelife LLC

Wholelife LLC represents and warrants as follows:

5.1 Corporate Status. Wholelife LLC is a limited liability corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary.

5.2 Capitalization. The Member is the sole member of Wholelife LLC and holds all the membership interests and voting rights thereof.

5.3 Subsidiaries. Wholelife LLC has four subsidiaries: Wholelife Franchise LLC, Wholelife Management Company LLC, Wholelife Development Company LLC and Wholelife Properties LLC.

5.4 Financial Statements. The audited financial statements of Wholelife LLC of September 30, 2013 (“Wholelife LLC’s Financial Statements”), furnished to Wholelife, are correct and fairly present the financial condition of Wholelife LLC as of the dates and for the periods involved, and such statements were prepared in accordance with generally accepted accounting principles consistently applied.

5.5 Undisclosed Liabilities. Wholelife LLC had no liabilities of any nature except to the extent reflected or reserved against in Wholelife LLC's Financial Statements, whether accrued, absolute, contingent, or otherwise, including, without limitation, tax liabilities and interest due or to become due, and Wholelife LLC's accounts receivable, if any, are collectible in accordance with the terms of such accounts, except to the extent of the reserve therefor in Wholelife LLC's Financial Statements.

5.6 Absence of Material Changes. Between the date of Wholelife LLC’s Financial Statements and the date of this Agreement, there have not been, except as set forth in a list certified by the president of Wholelife LLC and delivered to Wholelife, (1) any changes in Wholelife LLC's financial condition, assets, liabilities, or business which, in the aggregate, have been materially adverse; (2) any damage, destruction, or loss of or to Wholelife LLC's property, whether or not covered by insurance; (3) any declaration or payment of any dividend or other distribution in respect of Wholelife LLC's capitalization; or (4) any increase paid or agreed to in the compensation, retirement benefits, or other commitments to employees.

5.7 Litigation. There is no litigation or proceeding pending, or to Wholelife LLC’s knowledge threatened, against or relating to Wholelife LLC, its properties or business, except as set forth in a list certified by the president of Wholelife LLC and delivered to Wholelife.

5.8 Contracts. Wholelife LLC is not a party to any material contract other than those listed as attachment hereto.

5.9 No Violation. Execution of this Agreement and performance by Wholelife LLC hereunder has been duly authorized by all requisite corporate action on the part of Wholelife LLC, and this Agreement constitutes a valid and binding obligation of Wholelife LLC, performance hereunder will not violate any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Wholelife LLC is subject or by which Wholelife LLC is bound.

5.10 Title to Property. Wholelife LLC has good and marketable title to all properties and assets, real and personal, reflected in Wholelife LLC's Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business, and Wholelife LLC's properties and assets are subject to no mortgage, pledge, lien, or encumbrance, except for liens shown therein, with respect to which no default exists.

5.11 Corporate Authority. Wholelife LLC has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, and will deliver at the Closing a certified copy of resolutions of its board of directors authorizing execution of this Agreement by its officers and performance thereunder.

5.12 Access to Records. From the date of this Agreement to the Closing, Wholelife LLC will (1) give to Wholelife and its representatives full access during normal business hours to all of its offices, books, records, contracts, and other corporate documents and properties so that Wholelife may inspect and audit them and (2) furnish such information concerning Wholelife LLC's properties and affairs as Wholelife may reasonably request.

5.13 Confidentiality. Until the Closing (and permanently if there is no Closing), Wholelife LLC and the Members will keep confidential any information which they obtain from Wholelife concerning its properties, assets, and business. If the transactions contemplated by this Agreement are not consummated, Wholelife LLC and the Members will return to Wholelife all written matter with respect to Wholelife obtained by them in connection with the negotiation or consummation of this Agreement.

6. Representations and Warranties of the Member

The Member represents and warrants as follows:

6.1 Title. The Member is the owner, free and clear of any liens and encumbrances, of the number of Wholelife LLC membership interests which are listed in the attached schedule and which he has contracted to exchange.

6.2 Litigation. There is no litigation or proceeding pending, or to the Member's knowledge threatened, against or relating to the membership interests of Wholelife LLC held by the Member.

7. Representations and Warranties of Wholelife

Wholelife represents and warrants as follows:

7.1 Corporate Status. Wholelife is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and is licensed or qualified as a foreign corporation in all states in which the nature of its business or the character or ownership of its properties makes such licensing or qualification necessary.

7.2 Capitalization. The authorized capital stock of Wholelife consists of 100,000,000 shares of common stock, $.0001 par value per share, of which, as of the date hereof, 1,800,000 shares are issued and outstanding, all fully paid and nonassessable and no shares of preferred stock have been issued or designated.

7.3 Subsidiaries. Wholelife has no subsidiaries.

7.4 Public Company. On June 21, 2013, Wholelife filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, a registration statement on Form 10 registering its common stock.

7.5 Public Filings. Wholelife has timely filed all reports required to be filed by it under Section 13 of the Securities Exchange Act of 1934.

7.6 Financial Statements. The audited financial statements of Wholelife of May 15, 2013 and unaudited financial statements for the period ended September 30, 2013, or such other period as acceptable Wholelife LLC (“Wholelife’s Financial Statements”), furnished to Wholelife LLC, are correct and fairly present the financial condition of Wholelife as of the dates and for the periods involved, and such statements were prepared in accordance with generally accepted accounting principles consistently applied.

7.7 Undisclosed Liabilities. Wholelife had no liabilities of any nature except to the extent reflected or reserved against in Wholelife's Financial Statements, whether accrued, absolute, contingent, or otherwise, including, without limitation, tax liabilities and interest due or to become due, and Wholelife's accounts receivable, if any, are collectible in accordance with the terms of such accounts, except to the extent of the reserve therefor in Wholelife's Financial Statements.

7.8 Absence of Material Changes. Between the date of Wholelife’s Financial Statements and the date of this Agreement, there have not been, except as set forth in a list certified by the president of Wholelife and delivered to Wholelife LLC, (1) any changes in Wholelife's financial condition, assets, liabilities, or business which, in the aggregate, have been materially adverse; (2) any damage, destruction, or loss of or to Wholelife's property, whether or not covered by insurance; (3) any declaration or payment of any dividend or other distribution in respect of Wholelife's capital stock, or any direct or indirect redemption, purchase, or other acquisition of any such stock; or (4) any increase paid or agreed to in the compensation, retirement benefits, or other commitments to employees.

7.9 Litigation. There is no litigation or proceeding pending, or to the Company’s knowledge threatened, against or relating to Wholelife, its properties or business, except as set forth in a list certified by the president of Wholelife and delivered to Wholelife LLC.

7.10 Contracts. Wholelife is not a party to any material contract other than those listed as an attachment hereto.

7.11 No Violation. Execution of this Agreement and performance by Wholelife hereunder has been duly authorized by all requisite corporate action on the part of Wholelife, and this Agreement constitutes a valid and binding obligation of Wholelife, performance hereunder will not violate any provision of any charter, bylaw, indenture, mortgage, lease, or agreement, or any order, judgment, decree, law, or regulation to which any property of Wholelife is Subject or by which Wholelife is bound.

7.12 Title to Property. Wholelife has good and marketable title to all properties and assets, real and personal, reflected in Wholelife's Financial Statements, except as since sold or otherwise disposed of in the ordinary course of business, and Wholelife's properties and assets are Subject to no mortgage, pledge, lien, or encumbrance, except for liens shown therein, with respect to which no default exists.

7.13 Corporate Authority. Wholelife has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder, and will deliver at the Closing a certified copy of resolutions of its board of directors authorizing execution of this Agreement by its officers and performance thereunder.

7.14 Confidentiality. Until the Closing (and permanently if there is no Closing), Wholelife and its representatives will keep confidential any information which they obtain from Wholelife LLC concerning its properties, assets, and business. If the transactions contemplated by this Agreement are not consummated, Wholelife will return to Wholelife LLC all written matter with respect to Wholelife LLC obtained by it in connection with the negotiation or consummation of this Agreement.

7.15 Investment Intent. Wholelife is acquiring the Wholelife LLC to be transferred to it under this Agreement for investment and not with a view to the sale or distribution thereof, and Wholelife has no commitment or present intention to liquidate Wholelife LLC or to sell or otherwise dispose of it.

8. Conduct Pending the Closing

Wholelife, Wholelife LLC and the Member covenant that between the date of this Agreement and the Closing as to each of them:

8.1 No change will be made in the charter documents, by-laws, or other corporate documents of Wholelife or Wholelife LLC.

8.2 This Agreement will be submitted for shareholder/Member approval with a favorable recommendation by the Board of Directors/Managing Members of each of Wholelife LLC and Wholelife and each will use its best efforts to obtain the requisite approval.

8.3 Wholelife LLC and Wholelife will use their best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.

8.4 The Member will not sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Wholelife LLC membership interest owned by him.

9. Conditions Precedent to Obligation of Wholelife LLC and the Member

Wholelife LLC’s and the Member's obligation to consummate this exchange shall be subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by Wholelife LLC or the Member as appropriate:

9.1 Wholelife's Representations and Warranties. The representations and warranties of Wholelife set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

9.2 Wholelife's Covenants. Wholelife shall have performed all covenants required by this Agreement to be performed by it on or before the Closing.

9.3 Board of Director Approval. This Agreement shall have been approved by the Board of Directors of Wholelife.

9.4 Supporting Documents of Wholelife. Wholelife shall have delivered to Wholelife LLC and the Members supporting documents in form and substance reasonably satisfactory to Wholelife LLC and the Members, to the effect that:

(a) Wholelife is a corporation duly organized, validly existing, and in good standing;

(b) Wholelife's authorized capital stock is as set forth herein;

(c) Certified copies of the resolutions of the board of directors of Wholelife authorizing the execution of this Agreement and the consummation hereof;

(d) Secretary's certificate of incumbency of the officers and directors of Wholelife;

(e) Wholelife’s Financial Statement; and

(f) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein.

10. Conditions Precedent to Obligation of Wholelife

Wholelife's obligation to consummate this merger shall be Subject to fulfillment on or before the Closing of each of the following conditions, unless waived in writing by Wholelife:

10.1 Wholelife LLC’s and the Member's Representations and Warranties. The representations and warranties of Wholelife LLC and the Member set forth herein shall be true and correct at the Closing as though made at and as of that date, except as affected by transactions contemplated hereby.

10.2 Wholelife LLC’s and the Member's Covenants. Wholelife LLC and the Member shall have performed all covenants required by this Agreement to be performed by them on or before the Closing.

10.3 Managing Member Approval. This Agreement shall have been approved by the Managing Member of Wholelife LLC or its equivalent.

10.4 Member Execution. This Agreement shall have been executed by the sole Member of Wholelife LLC.

10.5 Supporting Documents of Wholelife LLC. Wholelife LLC shall have delivered to Wholelife supporting documents in form and Substance reasonably satisfactory to Wholelife to the effect that:

(a) Wholelife LLC is a corporation duly organized, validly existing, and in good standing;

(b) Wholelife LLC's membership consists of one member as stated herein;

(c) Certified copies of the resolutions of the Managing Member of Wholelife LLC authorizing the execution of this Agreement and the consummation hereof;

(d) Wholelife LLC’s Financial Statements; and

(e) Any document as may be specified herein or required to satisfy the conditions, representations and warranties enumerated elsewhere herein.

11. Indemnification

11.1 Indemnification of Wholelife. Wholelife LLC and the Member severally (and not jointly) agree to indemnify Wholelife against any loss, damage, or expense (including reasonable attorney fees) suffered by Wholelife from (1) any breach by Wholelife LLC or the Member of this Agreement or (2) any inaccuracy in or breach of any of the representations, warranties, or covenants by Wholelife LLC or the Member herein; provided, however, that (a) Wholelife shall be entitled to assert rights of indemnification hereunder only if and to the extent that it suffers losses, damages, and expenses (including reasonable attorney fees) exceeding $50,000 in the aggregate and (b) Wholelife shall give notice of any claims hereunder within twenty-four months beginning on the date of the Closing. No loss, damage, or expense shall be deemed to have been sustained by Wholelife to the extent of insurance proceeds paid to, or tax benefits realizable by, Wholelife as a result of the event giving rise to such right to indemnification.

11.2 Indemnification of Wholelife LLC and the Member. Wholelife agrees to indemnify Wholelife LLC and the Member against any loss, damage, or expense (including reasonable attorney fees) suffered by Wholelife LLC or its Member from (1) any breach by Wholelife of this Agreement or (2) any inaccuracy in or breach of any of Wholelife's representations, warranties, or covenants herein.

11.3 Defense of Claims. Upon obtaining knowledge thereof, the indemnified party shall promptly notify the indemnifying party of any claim which has given or could give rise to a right of indemnification under this Agreement. If the right of indemnification relates to a claim asserted by a third party against the indemnified party, the indemnifying party shall have the right to employ counsel acceptable to the indemnified party to cooperate in the defense of any such claim. As long as the indemnifying party is defending any such claim in good faith, the indemnified party will not settle such claim. If the indemnifying party does not elect to defend any such claim, the indemnified party shall have no obligation to do so.

12. Termination. This Agreement may be terminated (1) by mutual consent in writing; (2) by either Wholelife LLC, the Member or Wholelife if there has been a material misrepresentation or material breach of any warranty or covenant by any other party; or (3) by either Wholelife LLC, the Member or Wholelife if the Closing shall not have taken place, unless adjourned to a later date by mutual consent in writing.

13. Survival of Representations and Warranties. The representations and warranties of Wholelife LLC, the Member and Wholelife set out herein shall survive the Closing.

14. Arbitration

Scope. The parties hereby agree that any and all claims (except only for requests for injunctive or other equitable relief) whether existing now, in the past or in the future as to which the parties or any affiliates may be adverse parties, and whether arising out of this agreement or from any other cause, will be resolved by arbitration before the American Arbitration Association.

Situs. The situs of arbitration shall be chosen by the party against whom arbitration is sought, provided only that arbitration shall be held at a place in the reasonable vicinity of such party's place of business or primary residence and shall be within the United States. The situs of counterclaims will be the same as the situs of the original arbitration. Any disputes concerning situs will be decided by the American Arbitration Association.

Applicable Law. The law applicable to the arbitration and this agreement shall be that of the State of Delaware, determined without regard to its provisions which would otherwise apply to a question of conflict of laws. Any dispute as to the applicable law shall be decided by the arbitrator.

Disclosure and Discovery. The arbitrator may, in its discretion, allow the parties to make reasonable disclosure and discovery in regard to any matters which are the Subject of the arbitration and to compel compliance with such disclosure and discovery order. The arbitrator may order the parties to comply with all or any of the disclosure and discovery provisions of the Federal Rules of Civil Procedure, as they then exist, as may be modified by the arbitrator consistent with the desire to simplify the conduct and minimize the expense of the arbitration.

Finality and Fees. Any award or decision by the American Arbitration Association shall be final, binding and non-appealable except as to errors of law. Each party to the arbitration shall pay its own costs and counsel fees.

Measure of Damages. In any adverse action, the parties shall restrict themselves to claims for compensatory damages and no claims shall be made by any party or affiliate for lost profits, punitive or multiple damages.

Covenant Not to Sue. The parties covenant that under no conditions will any party or any affiliate file any action against the other (except only requests for injunctive or other equitable relief) in any forum other than before the American Arbitration Association, and the parties agree that any such action, if filed, shall be dismissed upon application and shall be referred for arbitration hereunder with costs and attorney's fees to the prevailing party.

Intention. It is the intention of the parties and their affiliates that all disputes of any nature between them, whenever arising, from whatever cause, based on whatever law, rule or regulation, whether statutory or common law, and however characterized, be decided by arbitration as provided herein and that no party or affiliate be required to litigate in any other forum any disputes or other matters except for requests for injunctive or equitable relief. This agreement shall be interpreted in conformance with this stated intent of the parties and their affiliates.

15. General Provisions

15.1 Further Assurances. From time to time, each party will execute such additional instruments and take such actions as may be reasonably required to carry out the intent and purposes of this Agreement.

15.2 Waiver. Any failure on the part of either party hereto to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed.

15.3 Brokers. Each party agrees to indemnify and hold harmless the other party against any fee, loss, or expense arising out of claims by brokers or finders employed or alleged to have been employed by the indemnifying party.

15.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first-class certified mail, return receipt requested, or recognized commercial courier service, as follows:

If to Wholelife, to:

Wholelife Companies, Inc.

820 NE 63^rd Street

Oklahoma City, Oklahoma 73105

If to Wholelife LLC, to

Wholelife Companies, LLC

820 NE 63^rd Street

Oklahoma City, Oklahoma 73105

If to the Member, to

John B. Lowery

820 NE 63^rd Street

Oklahoma City, Oklahoma 73105

15.5 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.

15.6 Assignment. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns; provided, however, that any assignment by either party of its rights under this Agreement without the written consent of the other party shall be void.

15.7 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures sent by facsimile transmission shall be deemed to be evidence of the original execution thereof.

15.8 Effective Date. This effective date of this Agreement shall be January 7, 2014.

WHOLELIFE COMPANIES, INC.
By	/s/ John B. Lowery

WHOLELIFE COMPANIES, LLC
By	/s/ John B. Lowery

Exhibit A

Percentage of	Number of
Wholelife LLC	Wholelife
Membership	Shares to	Name/Address of	Taxpayer
Interests To Be	Be Received	of Shareholder	ID No.
Transferred
100%	12,000,000	John B. Lowery
		820 NE 63rd Street
		Oklahoma City, Oklahoma 73105

EX-10.1

WHOLELIFE COMPANIES, INC. – ACCP, LP

EXCHANGE AND CONTRIBUTION AGREEMENT

To Be Designated Series A and Series B Preferred Stock

This Exchange and Contribution Agreement (“Agreement”) is entered into effective as of December 31, 2013, between Wholelife Companies, Inc., a Delaware corporation (“Corporation”) and ACCP, LP, a Delaware limited partnership (“Contributor”), with reference to the following:

WHEREAS, on or about November 7, 2013, Contributor, through an Affiliate (“Lender”), entered into a funding agreement with Wholelife’s subsidiary, WL Dallas Uptown, LLC, fka Old Warsaw, LLC, for an extension of credit in the original principal amount of $425,000 (“Loan No. 1”), which Loan No. 1 has been assigned by Lender to Contributor; and

WHEREAS, on or about December 13, 2013, Contributor extended a loan to Corporation’s subsidiary, Wholelife Cibolo Development, LLC in the original principal amount of $1,430,000 (“Loan No. 2”); and

WHEREAS, both parties are desirous of Contributor converting and exchanging all rights in and to Loan No. 1 and Loan No. 2 in exchange for the issuance, as of December 31, 2013, of 185,500 shares of a to-be-designated series of preferred stock in Corporation, to be denominated “Series A Preferred Stock,” which stock shall have the features described hereinbelow.

1.Number of Shares; Designation. A total of 185,500 shares of preferred stock, par value $0.0001 per share, of the Corporation, are to be designated as Series A Preferred Stock (“Series A”). Separate from the instant exchange and conversion is Corporation’s designation of an additional 1,000,000 shares of preferred stock, par value $0.0001 per share, of the Corporation, which shall be designated as Series B Preferred Stock (“Series B,” collectively, with Series A, the “Series”), and as to which Contributor intends to acquire, contemporaneously herewith, an additional 100,000 shares at the purchase price of $10.00 per share, which purchase shall be memorialized by Contributor’s execution of a Subscription Agreement. Shares of both Series A and Series B (collectively, the “Preferred Shares”), shall be issued as follows:

a. Series A shall consist of 185,500 Preferred Shares, to be immediately issued to Contributor or its nominee or assignee, in consideration of Contributor’s prior loans described above, at a per share price of $10.00 per share; and

b. Up to an additional 1,000,000 Preferred Shares (the Series B shares) are contemporaneously hereby approved by Corporation’s Board of Directors to be issued at the price of $10.00 per Preferred Share, which may be effectuated without further action or approval of Corporation's Board of Directors.

c. Corporation shall file an appropriate Certificate of Designation with the Delaware Secretary of State as soon as practicable to confirm the specific features of both Series, as resolved by Corporation’s Board of Directors and as set forth herein.

2.Rank. Both Series, with respect to rights (other than dividend rates and redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Corporation, shall rank pari passu with one another. Further, both Series A and Series B shares shall each rank:

(i) Senior and prior to the Common Stock, par value $0.0001 per share, of the Corporation (the “Common Stock”), and any additional series of preferred stock which may in the future be issued by the Corporation and are designated in an amendment to the Certificate of Incorporation or a certificate of designation establishing such additional preferred stock as ranking junior to the Preferred Shares. Any shares of the Corporation’s Capital Stock which are junior to the Preferred Shares with respect to the rights (including to redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Corporation are hereinafter referred to as “Junior Liquidation Shares.”

(ii) Junior to any additional series of preferred stock which may in the future be issued by the Corporation and are designated in an amendment to the Certificate of Incorporation or a certificate of designation establishing such additional preferred stock as ranking senior to the Preferred Shares. Any shares of the Corporation’s Capital Stock which are senior to the Preferred Shares with respect to rights (including rights to redemption payments) upon liquidation, dissolution or winding-up of the affairs of the Corporation are hereinafter referred to as “Senior Liquidation Shares.”

3.Dividends. Dividends may be declared and paid on the Preferred Shares, subject to there being funds legally available therefor, as and when determined by the Board of Directors. It is hereby declared by the Board of Directors that the Series A Preferred Shares shall pay an initial dividend as to Holders of all shares of such Series A outstanding as of June 30, 2014, of $2.60 per share, payable five business days after such ex-dividend date. It is further hereby declared by the Board of Directors that the Holders of Series B Preferred Shares shall be paid an annual dividend equal to $2.00 per share, as to all such Holders of record as of the ex-dividend date to be set by the Board of Directors but, as to the 2014 fiscal year, in no event later than December 31, 2014, payable not later than five (5) business days after such ex-dividend date.

4.Liquidation. The liquidation value per Preferred Share, in the case of the voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation, shall be pari passu with all holders of Common Stock and Preferred Stock.

5. Conversion Rights by Holders to Common Stock and Conversion (Redemption) Rights of Corporation.

(a)Right to Convert. Each Holder shall have the right to convert, at any time and from time to time, all or any part of the Preferred Shares held by such Holder into such number of fully paid and non-assessable shares of Common Stock (the “Conversion Shares”) as is determined in accordance with the terms hereof (a “Conversion”).

(b) Conversion Notice. In order to convert Preferred Shares, a Holder shall send to the Corporation by facsimile transmission, at any time prior to 3:00 p.m., central time, on the Business Day (as used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or day on which the Federal Reserve Bank of Dallas, Texas is closed in the ordinary course of business) on which such Holder wishes to effect such Conversion (the “Conversion Date”), a notice of conversion in substantially the form attached as Annex I hereto (a “Conversion Notice”), stating the number of Preferred Shares to be converted. The number of shares of Common Stock issuable shall equal the number of Preferred Shares being converted. The Holder shall promptly thereafter send the Conversion Notice and the certificate or certificates being converted to the Corporation. The Corporation shall issue a new certificate for Preferred Shares to the Holder in the event that less than all of the Preferred Shares represented by a certificate are converted; provided, however, that the failure of the Corporation to deliver such new certificate shall not affect the right of the Holder to submit a further Conversion Notice with respect to such Preferred Shares and, in any such case, the Holder shall be deemed to have submitted the original of such new certificate at the time that it submits such further Conversion Notice. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Commission Stock to which such Conversion Date, be deemed for all purposes to be the record owner of the Common Stock to which such Conversion Notice relates. In the case of a dispute between the Corporation and a Holder as to the calculation of the Conversion Price or the number of Conversion Shares issuable upon a Conversion (including, without limitation, the calculation of any adjustment to the Conversion Price following any adjustment thereof), the Corporation shall issue to such Holder the Number of Conversion Shares that are not disputed within the time periods specified in paragraph 5(d) below and shall submit the disputed calculations to a certified public accounting firm of national reputation (other than the Corporation’s regularly retained accountants) within two (2) Business Days following the Corporation’s receipt of such Holder’s Conversion Notice. The Corporation shall cause such accountant to calculate the Conversion Price as provided herein and to notify the Corporation and such Holder of the results in writing no later than three (3) Business Days following the day on which such accountant received the disputed calculations (the “Dispute Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error. The fees of any such accountant shall be borne by the Party whose calculations were most at variance with those of such accountant.

(c) Number of Conversion Shares. The number of Conversion Shares of Common Stock to be delivered by the Corporation to a Holder for each Preferred Share pursuant to a Conversion shall be equal to the number of Preferred Shares being surrendered for conversion.

(d) Delivery of Conversion Shares. The Corporation shall, no later than the close of business on the third (3rd) Business Day following the later of the date on which the Corporation receives a Conversion Notice from a Holder by facsimile transmission pursuant to paragraph 5(b), above, and the date on which the Corporation receives the related Preferred Shares certificate (such third Business Day, the “Delivery Date”), issue and deliver or cause to be delivered to such Holder the number of Conversion Shares determined pursuant to paragraph 5(c) above; provided, however, that any Conversion Shares that are the subject of a Dispute Procedure shall be delivered no later than the close of business on the third (3rd) Business Day following the termination made pursuant thereto.

(e) In case of any reclassification of the Common Stock, any consolidation of the Corporation with, or merger of the Corporation into, any other entity, any merger of another entity into the Corporation (other than a merger that does not result in any reclassification, conversion, exchange or calculation of outstanding shares of Common Stock of the Corporation, any sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange, pursuant to which share exchange the Common Stock is converted into other securities, cash or other property, then lawful provisions shall be made as part of the terms of such transaction whereby the holder of each share of the Series then outstanding shall have the right thereafter, during the period such share shall be convertible, to convert such share only into the kind and amount of securities, cash and other property receivable upon the reclassification, consolidation, merger, sale, transfer or share exchange by a holder of the number of shares of Common Stock of the Corporation into which a share of the Series might have been converted immediately prior to the reclassification, consolidation, merger, sale, transfer or share exchange assuming that such holder of Common Stock failed to exercise rights of election, if any, as to the kind or amount of securities, cash or other property receivable upon consummation of such transaction. As a condition to any such transaction, the Corporation or the person formed by the consolidation or resulting from the merger or which acquires such assets or which acquires the Corporation’s shares, as the case may be, shall make provisions in its certificate or articles of incorporation or other constituent document to (i) establish such right and (ii) ensure that any such transaction does not, in and of itself, effect the holders’ rights to the Liquidation Value. The provisions of this subparagraph shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(f) If: (i) the Corporation shall authorize the granting to the holders of its Common Stock generally of rights, warrants or options to subscribe for or purchase any shares of any class or any other rights, warrants or options; or (ii) there shall be any reclassification or change of the Common Stock (other than a subdivision or combination of its outstanding Common Stock or a change in par value) or any consolidation, merger or statutory share exchange to which the Corporation is a party and for which approval of any stockholders of the Corporation is required, or the sale or transfer of all or substantially all of the assets of the Corporation; or (iii) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Corporation; then, the Corporation shall cause to be delivered to each Holder, as promptly as possible, but at least 20 days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights, warrants or options or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights, warrants or options are to be determined, or (B) the date on which such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their share of Common Stock for securities or other property deliverable upon such reclassification, change, consolidation, merger, statutory share exchange, sale, transfer, dissolution, liquidation or winding-up. Failure to give such notice or any defect therein shall not affect the legality or validity of the proceedings described in this paragraph 5(f).

(g) Subject to the proviso set forth in paragraph 5(c) hereof, the Corporation shall at all times reserve and keep available for issuance upon the conversion of the shares of the Series the maximum number of each of its authorized by unissued shares of Common Stock as is reasonably anticipated to be sufficient to permit the conversion of all outstanding shares of the Series, and shall take all action required to increase the authorized number of shares of Common Stock, or any other actions necessary or desirable, if at any time there shall be insufficient authorized by unissued shares of Common Stock to permit such reservation or to permit the conversion of all outstanding shares of either or both Series.

(h) Redemption or Conversion by Corporation. At any time, Corporation shall have the right to redeem all or any portion of Preferred Shares of either or both Series, without penalty, so long as all dividends which have theretofore been declared have been paid, and Corporation pays the per share redemption price of $10.00 for each Preferred Share so redeemed. Further, Corporation shall have the absolute right to convert all or any portion of the Series A Preferred Shares into a like number of Series B Preferred Shares upon payment of any dividend then due, which shall be pro-rated as of the date when Corporation serves a Conversion Notice upon any Holder of Series A Preferred Shares. No put option is intended or implied in favor of any Holder of Preferred Shares.

6. Status of Shares. All Preferred Shares at any time converted pursuant to paragraph 5 above and all Preferred Shares otherwise reacquired by the Corporation and subsequently canceled by the Board of Directors shall be retired and shall not be subject to reissuance.

7. Voting Rights. Each share of both Series shall entitle the holder thereof to one (1) vote for each Share into which such share of the Series is then Convertible, with all voting rights and powers equal to the voting rights and powers of the Common Stock (except as otherwise expressly provided herein or as required by law), voting together with the Common Stock as a single class and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted, and any fractional voting rights (after aggregating all shares into which shares of the Series held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

8. Restrictions and Limitations. Except as expressly provided herein, so long as any Preferred Shares remain outstanding, the Corporation shall not, without the vote or written consent by the holders of at least a majority of the outstanding Preferred Shares, voting together as a single class:

(i) Redeem, purchase or otherwise acquire for value (or pay into or set aside for a sinking or other analogous fund for such purpose) any share or shares of its Capital Stock, except for (a) a transaction in which all outstanding shares of Preferred Stock are concurrently redeemed, purchased or otherwise acquired or (b) conversion into or exchange for shares of Capital Stock of the Corporation that are both (x) Junior Liquidation Shares, and (y) no greater than pari passu with the Preferred Shares with respect to the payment of dividends; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the option to repurchase such shares at cost or at cost plus interest at a rate not to exceed nine percent (9%) per annum, or, if lower than cost, at fair market value, upon the occurrence of certain events, such as the termination of employment; and provided further, that the total amount applied to the repurchase of shares of Common Stock shall not exceed $5,000,000 during any twelve month period;

(iii) alter, modify or amend (by merger or otherwise) the terms of either Series

in any way;

(iii) create (whether by merger or otherwise) any new series or class of Capital Stock ranking pari passu with or having a preference over either or both Series as to redemption or distribution of assets upon a Liquidation Event;

(iv) increase (whether by merger or otherwise) the authorized number of shares of either Series;

(v) re-issue (whether by merger or otherwise) any Preferred Shares which have been converted in accordance with the terms hereof;

(vi) issue (whether by merger or otherwise) any securities of the Corporation ranking pari passu with or senior to Preferred Shares as to rights upon a Liquidation Event;

(vii) issue (whether by merger or otherwise) any additional shares of either Series beyond the share volume stated hereinabove, except pursuant to the terms of this Agreement;

(viii) enter into any definitive agreement or commitment with respect to any of the foregoing; or

(ix) cause or permit any Subsidiary to engage in or enter into any definitive agreement or commitment with respect to any of the foregoing.

In the event that the Holders of at least a majority of the outstanding Preferred Shares of either Series A or Series B agree to allow the Corporation to alter or change the rights, preferences or privileges of the Series pursuant to applicable law, no such change shall be effective to the extent that, by its terms such change applies to less than all of the Preferred Shares then outstanding.

9. Certain Definitions. As used in this Certificate, the following terms shall have the following respective meanings:

“Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or under common control with such specified person. For purposes of this definition, “control” when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities or otherwise; and “controlling” and “controlled” having meanings correlative to the foregoing.

“Capital Stock” of any person or entity means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in the common stock or preferred stock of such person or entity, including, without limitation, partnership and membership interests.

“Holder” means any holder of Preferred Shares, all of such holders being the “Holders.”

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly executed on its behalf by its undersigned Chairman and President as of December 31, 2013.

WHOLELIFE COMPANIES, INC.

___________________________________

By: JOHN B. LOWERY, President and Chairman

Approved effective as of December 31, 2013.

ACCP, LP, a Delaware limited partnership

By: _______________________________

Dr. Bernardo Pana, M.D., Managing Partner