10QSB 1 fgrn07q1f.htm QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB


[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For quarterly period ended March 31, 2007



[ ]

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


Commission File No.  000-26973


FOREVERGREEN WORLDWIDE CORPORATION

(Exact name of small business issuer as specified in its charter)


Nevada

(State of incorporation)

87-0621709

 (I.R.S. Employer Identification No.)


972 North 1430 West, Orem, Utah 84057

(Address of principal executive offices)


(801) 655-5500

(Issuer’s telephone number)



Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act  during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes  [X]   No  [  ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  [  ]   No [X]


As of April 25, 2007, ForeverGreen Worldwide Corporation had a total of 13,904,014 shares of common stock outstanding.


Transitional small business disclosure format:  Yes [  ]  No [X]





TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION


Item 1.  Financial Statements

2


Item 2.  Management’s Discussion and Analysis or Plan of Operation

11


Item 3. Controls and Procedures

15



PART II: OTHER INFORMATION


Item 6.  Exhibits

16


Signatures

16






PART I:  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


The financial information set forth below with respect to our statements of operations for the three month periods ended March 31, 2007 and  2006, is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the three month period ended March 31, 2007 are not necessarily indicative of results to be expected for any subsequent period.  






FOREVERGREEN WORLDWIDE CORPORATION


CONSOLIDATED FINANCIAL STATEMENTS



March 31, 2007 and 2006



2





ForeverGreen Worldwide Corporation

Formerly Whole Living, Inc.

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

March 31, 2007

 

 

CURRENT ASSETS

(Unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 $              277,692 

 

 

 

Prepaid expenses

                 120,710 

 

 

 

Inventory

              1,126,709 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

              1,525,111 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

                 498,926 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

Deposits and other assets

                 107,732 

 

 

 

Investments in trademarks, net of amortization

                   31,277 

 

 

 

Goodwill

            12,799,081 

 

 

 

Customer base, net of amortization

                 834,503 

 

 

 

 

 

 

 

 

 

 

Total Other Assets

            13,772,593 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 $         15,796,630 

 

 

 

 

 

 

 

 




















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







3






ForeverGreen Worldwide Corporation

Formerly Whole Living, Inc.

 

Consolidated Balance Sheets  (continued)

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

March 31, 2007

 

 

CURRENT LIABILITIES

(Unaudited)

 

 

 

 

 

 

 

 

 

Accounts payable

 $           1,202,340 

 

 

 

Accrued expenses

                 950,962 

 

 

 

Other accrued liabilities

                 278,104 

 

 

 

Current portion of long-term debt

                     1,339 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

              2,432,745 

 

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

 

 

 

 

 

 

 

 

Notes payable

                   29,052 

 

 

 

 

 

 

 

 

 

 

Total Long-Term Debt

                   29,052 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

              2,461,797 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

Preferred stock;  no stated par value;

 

 

 

 

 

authorized 10,000,000 shares;

 

 

 

 

 

no shares issued or outstanding

                           - 

 

 

 

Common stock, par value $0.001 per share;

 

 

 

 

 

authorized 100,000,000 shares;

 

 

 

 

 

13,904,014 shares issued and outstanding

                   13,904 

 

 

 

Additional paid-in capital

            30,652,057 

 

 

 

Prepaid equity expense

                  (46,646)

 

 

 

Other Comprehensive Income

                   20,766 

 

 

 

Accumulated deficit

           (17,305,248)

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

            13,334,833 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $         15,796,630 

 

 



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











4







ForeverGreen Worldwide Corporation

formerly Whole Living, Inc.

Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 For the three months ended

 

 

 

 March 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

REVENUES

 $             5,805,339 

 

 $           1,029,949

 

 

 

 

 

 

COST OF SALES

        3,961,754 

 

           704,785

 

 

 

 

 

 

GROSS PROFIT

        1,843,585 

 

           325,164

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

Salaries and wages

           952,169 

 

           437,124 

 

Professional fees

           167,734 

 

           156,433 

 

General and administrative

           617,314 

 

           260,173 

 

Depreciation and amortization

             72,888 

 

             52,103 

 

 

Total Operating Expenses

        1,810,105 

 

           905,833 

 

 

 

 

 

 

NET OPERATING GAIN (LOSS)

             33,480 

 

          (580,669)

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

Other income and (expense), net

                 (175)

 

                     - 

 

Gain (loss) on ForeverGreen investment

                     - 

 

             60,554 

 

Change in fair value of derivative liability

                     - 

 

             76,000 

 

Interest (net)

            (12,657)

 

                  188 

 

 

Total Other Income (Expense)

            (12,832)

 

           136,742 

 

 

 

 

 

 

Income (loss) from continuing operations before

 

 

 

   income tax provision

             20,648 

 

          (443,927)

 

 

 

 

 

 

Income Tax Provision (Benefit)

                     - 

 

                     - 

 

 

 

 

 

 

NET INCOME (LOSS)

 $                  20,648 

 

 $            (443,927)

 

 

 

 

 

 

BASIC AND DILUTED EARNINGS (LOSS)

 

 

 

  PER COMMON SHARE

 $                      0.00 

 

 $                  (0.07)

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 COMMON SHARES OUTSTANDING

      12,643,830 

 

        6,463,788 

 

 

 

 

 

 

A Summary of the components of other comprehensive income (loss) for

 

the fiscal years ended March 31, 2007 and 2006 are as follows:

 

 

 

 

 

 

 

 

 

Net Income (Loss)

             20,648 

 

          (443,927)

 

Comprehensive Income (Loss)

             20,766 

 

                     - 

 

 

Comprehensive Income (Loss)

             41,414 

 

          (443,927)

 

 

 

 

 

 

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



5





ForeverGreen Worldwide Corporation

formerly Whole Living, Inc.

Statements of Stockholders' Equity and Comprehensive Income

For the period January 1, 2005 through March 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Accumulated

 

 

 

 

 

 

 

 

 

 

 

 Additional

 

 

 

 Other

 

 

 

 Preferred Stock

 

 Common Stock

 

 Paid-in

 

 Accumulated

 

 Comprehensive

 

 Prepaid

 

 Shares

 

 Amount

 

 Shares

 

 Amount

 

 Capital

 

 Deficit

 

 Income

 

 Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2005

             - 

 

 $          - 

 

     4,438,956 

 

 $       4,439 

 

 $  13,784,902 

 

 $  (14,044,802)

 

 $                       - 

 

 $   (90,567)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  payable and accrued

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  interest at $1.33 per share

             - 

 

             - 

 

        659,990 

 

           660 

 

        881,086 

 

                   - 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  at $1.34 per share

             - 

 

             - 

 

        203,333 

 

           203 

 

        271,450 

 

                   - 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for prepaid

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  expenses at $1.19 per share

             - 

 

             - 

 

          48,833 

 

             49 

 

          57,961 

 

                   - 

 

                - 

 

    (57,961)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prepaid expenses

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

                   - 

 

                - 

 

      95,458 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 31, 2005

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

     (2,036,648)

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2006

             - 

 

             - 

 

     5,351,112 

 

        5,351 

 

   14,995,399 

 

   (16,081,450)

 

                - 

 

    (53,070)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  at $1.80 per share

             - 

 

             - 

 

          50,000 

 

             50 

 

        101,200 

 

                   - 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for 23%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  investment in ForeverGreen

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  International, LLC at $1.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  per share

             - 

 

             - 

 

     1,266,667 

 

        1,267 

 

     2,278,733 

 

                   - 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for remaining

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  77% investment in ForeverGreen

             - 

 

             - 

 

     5,240,549 

 

        5,241 

 

     9,165,720 

 

                   - 

 

                - 

 

             - 

  International, LLC at $1.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



6







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prepaid expenses

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

                   - 

 

                - 

 

      53,070 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  December 31, 2006

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

     (1,244,446)

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2007

             - 

 

             - 

 

   11,908,328 

 

      11,909 

 

   26,541,052 

 

   (17,325,896)

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  approximately $1.52 per share

             - 

 

             - 

 

          45,000 

 

             45 

 

          68,205 

 

                   - 

 

                - 

 

    (54,474)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services at

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  approximately $1.52 per share

             - 

 

             - 

 

          22,500 

 

             22 

 

          34,103 

 

                   - 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued to retire related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  party notes at $2.08 per share

             - 

 

             - 

 

     1,928,186 

 

        1,928 

 

     4,008,698 

 

                   - 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prepaid expenses

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

                   - 

 

                - 

 

        7,828 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

                   - 

 

         20,766 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain for the period ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  March 31, 2007

             - 

 

             - 

 

                  - 

 

             - 

 

                  - 

 

            20,648 

 

                - 

 

             - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2007

             - 

 

 $          - 

 

   13,904,014 

 

 $    13,904 

 

 $  30,652,058 

 

 $  (17,305,248)

 

 $            20,766 

 

 $   (46,646)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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



7







ForeverGreen Worldwide Corporation

Formerly Whole Living, Inc.

Consolidated Statements of Cash Flows

 

 

 

 

 

 

 

 

 

 For the three months ended

 

 

 

 March 31,

 

 

 

2007

 

2006

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net gain

 $               20,648 

 

 $            (443,927)

Adjustments to reconcile net gain (loss) to net cash

 

 

 

  used in operating activities:

 

 

 

 

Depreciation and amortization

            72,888 

 

            66,777 

 

Common stock issued for services rendered

          102,375 

 

            90,000 

 

Derivatives

                   - 

 

          (76,000)

 

Investment in subsidiary

                   - 

 

          (60,554)

Changes in operating assets and liabilities:

 

 

 

(Increase) decrease in operating assets

 

 

 

 

Accounts receivable

          237,196 

 

               (832)

 

Prepaid expenses

            32,418 

 

                   - 

 

Stock issued to purchase insurance policy

          (46,646)

 

                   - 

 

Deposits

            (4,516)

 

                   - 

 

Inventory

          208,980 

 

              8,725 

 

Related party payable

                   - 

 

          250,516 

 

Accounts payable and accrued expenses

        (465,066)

 

            62,450 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

          158,277 

 

        (102,845)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

Investment in trademarks

          (26,028)

 

                   - 

 

Purchases of property and equipment

          (53,431)

 

                   - 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

          (79,459)

 

                   - 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from notes payable

                   - 

 

          192,611 

 

Stock issued to retire notes payable - related parties

       4,010,626 

 

                   - 

 

Payments on notes payable - related parties

     (3,930,178)

 

                   - 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

            80,448 

 

          192,611 

 

 

 

 

 

 

 

 

Other Comprehensive Income (Loss)

            20,766 

 

                   - 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

          180,032 

 

            89,766 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

            97,660 

 

            26,383 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 $              277,692 

 

 $             116,149 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

Cash Paid for Interest

 $                12,657 

 

 $                 2,228 

 

Cash Paid for Taxes

 $                           - 

 

 $                          - 

 

 

 

 

 

 

NON-CASH FINANCING ACTIVITIES

 

 

 

 

Common Stock Issued for Services Rendered

 $              102,375 

 

 $             274,500 

 

Common Stock Issued for Investment

 $           4,010,626 

 

 $          2,280,000 


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



8




FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements


NOTE 1 - BASIS OF PRESENTATION


The unaudited consolidated financial statements of ForeverGreen Worldwide Corporation (the Company) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q.   Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries.   All significant intercompany accounts and transactions are eliminated in consolidation.  In the opinion of management, the accompanying interim consolidated financial information contains all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s  financial position as of March 31, 2007, and results of the first quarter ended March 31, 2007 and 2006.   These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  The results of operations for the three months ended March 31, 2007 may not be indicative of results that may be expected for the fiscal year ending December 31, 2007.


NOTE 2 – STOCK ISSUED


In accordance with the amendment to the February 23, 2007 board resolution, the Company issued an aggregate of 1,928,186 shares of restricted common stock to convert outstanding debt of $4,010,626 held by a related parties to the Company.  Accordingly, common stock and additional paid in capital have been credited $1,928 and $4,008,698, respectively.


On February 12, 2007 the Company issued 45,000 shares of common stock valued at approximately $1.52.  Of this amount $54,474 was stock issued for prepayment of insurance premiums, and has been properly reflected as a negative component of stockholders equity.   Additionally, 22,500 shares of common stock valued at approximately $1.52 per share, or $34,125, was issued in settlement of both insurance premium liability and remaining policy premiums.



NOTE 3 - COMMITMENTS AND CONTINGENCIES


On March 26, 2007, the Company received $237,196 of net proceeds from the resolution of a 2003 lawsuit with WholeFood Farmacy.   This has been recorded in the 2006 year as other income.





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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements


NOTE 4 – INVENTORIES


Inventory is recorded at the lower of cost or market and valued on a first-in, first-out basis.   Inventories for March 31, 2007 were classified as follows:


Raw Materials

$    457,675 

Finished Goods

         710,388 

Total Inventory

      1,168,063 

Less Reserve for Obsolete Inventory  

           41,354 

Total Inventory

  $ 1,126,709 


 NOTE 5 – EARNINGS (LOSS) PER SHARE


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



 

 March 31,

 

2007

 

2006

 Income (Loss) Numerator

 $             20,648 

 

 $           (443,927)

 Shares - Unaudited (Denominator)

         12,643,830 

 

            6,463,788 

 Per Share Amount Undiluted

 $                 0.00 

 

 $                 (0.07)

 

 

 

 

Shares - Fully Diluted (Denominator)

         12,743,830 

 

            6,463,788 

  Per Share Amount Diluted

 $                 0.00 

 

 $                 (0.07)



There are no reconciling items to net income for the computation of earnings per share at March 31, 2007 and 2006.  There are 100,000 warrants outstanding as of March 31, 2007 and 2006 that were considered but were not included in computing diluted earnings per share calculation for 2006 because their effects are anti-dilutive.




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References in this quarterly report to “ForeverGreen” “we,” “us,” and “our” refer to ForeverGreen Worldwide Corporation and its subsidiary.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


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


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Executive Overview


ForeverGreen Worldwide is a holding company which operates through its wholly-owned subsidiary, ForeverGreen International, LLC (“ForeverGreen International”).  We intend to continue our emphasis as a total lifestyle company focused on bringing our domestic and international Members and customers the exclusive FrequenSea™ product and ForeverGreen Compensation Plan earnings and commissions and improving people’s lives through “Health, Kindness and Opportunity.”   In addition, our focus is to assist prospective Members in creating a home based business with home business training, mentorship and accountability to promote our residual income stream opportunities.  We also intend to provide organic chocolates, weight management products, convenient whole foods for meals and snacks, personal care products and essential oils to our domestic Members and customers.  We will seek relations with key vendors to continue developing cutting edge products that are exclusive to our Members.


During January and February corporate staff and doctors traveled throughout the United States, Canada, Europe, Asia, Australia, and New Zealand building up excitement for our convention and building the ForeverGreen business.  In March of 2007 ForeverGreen welcomed more than 1,000 distributors from around the world, including Japan, Canada, Netherlands, Germany, Puerto Rico, Australia, Singapore, Mexico, England, and Wales, to Salt Lake City, Utah for ForeverGreen's Annual Worldwide Convention.  


We used the convention to make several major announcements, including new medical research on marine phytoplankton.  We announced the introduction of an innovative new product design for FrequenSea with an eye catching new bottle.  We also introduced an additional compensation component through the Jumpstart program.  With Jumpstart, an individual may join ForeverGreen and begin earning commissions rapidly with minimal investment, including $20 Jumpstart earnings and personal rebates.  We showcased on-going enhancements to the ForeverGreen websites, e-commerce tools, and new printed materials to support the new product design and the Jump Start program.

 

In January of 2007, Jorge E. Alvarado, Vice President of Latin American Business Development, joined ForeverGreen.  Jorge has outstanding administrative and public speaking skills with over 13 years of experience in the industry, including corporate management.  Jorge has developed and sustained successful Latin American markets in Mexico, Columbia, Costa Rica, Dominican Republic, and the United States.  We have already seen a surge of activity in the Latino market and Jorge is actively leading the preparation for the further expansion of Latino sales.   


During the first quarter of 2007 ForeverGreen was not only active in building sales throughout the world, but also worked to reduce costs around the world.  We started selling product directly to members in Germany and the Netherlands.  We renegotiated contracts with significant vendors, both domestically and internationally, to bring savings of well over $100,000 each quarter.  And we retired most of our outstanding long-term debt with an issuance



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of restricted shares, which reduced our interest expense.


Our major challenge for the next twelve months will be to improve and increase our systems capabilities and logistics centers around the world to keep up with the increased demand for our products and the business opportunity.  Included in this challenge is the need to keep up with our growth so that our customer service and Member satisfaction remains at a high level.  Overcoming growth challenges will require additional skilled personnel, and manufacturing and shipping facilities.  Management will continue to surround themselves with key experienced personnel and vendors while evaluating expenses related to operating activities, especially production and order fulfillment, in order to make adjustments to improve profitability.


We are expanding our markets and we anticipate expanding our domestic and international logistics centers.  The rewards include increased sales and diversified market incomes.  International expansion is very expensive and key Members are required to experience rapid growth to be profitable in a foreign country.


Liquidity and Capital Resources


At March 31, 2007, we had cash of $277,692 and recorded a net income of $20,648 for the three month period ended March 31, 2007 (the “2007 first quarter”).  However, we had negative working capital of $907,634 at March 31, 2007 and we have recorded net operating losses for the past two years.  Historically we have financed our operations through revenues, sales of our common stock and debt financing.  Our independent accounting firm has expressed an opinion that these factors raise doubt as to our ability to continue as a going concern.  Management intends to continue to increase revenues and reduce expenses, improving profitability and liquidity of the company.


During the 2007 first quarter we relied on our revenues to fund operations.  Management believes increased  revenues and retirement of long-term debt of $4,010,626 in February 2007, will reduce the likelihood of requiring future borrowing (See “Commitments and Contingent Liabilities,” below).  However, we cannot guarantee that we will be able to maintain profitability.  Management will continue to scrutinize expenses related to our operating activities and order fulfillment to determine appropriate actions to take to increase efficiency and reduce these costs.


Management anticipates that any cash shortfalls will be covered by debt financing.  We may pay these loans with cash, if available, or convert these loans into common stock.  We may also issue private placements of stock to raise additional funding.  Any private placement likely will rely upon exemptions from registration provided by federal and state securities laws.  The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions.  We also note that if we issue more shares of our common stock, our shareholders may experience dilution in the value per share of their common stock.


Commitments and Contingent Liabilities


We have three building leases for office, warehouse and production space in Orem, Utah.  The aggregate monthly payments are $21,815 with total lease commitments of $275,146 through 2007.  Rent expense for the 2007 first quarter was $69,199 compared to $40,593 for the three month period ended March 31, 2006 (the “2006 first quarter”).  The increase is a result of the addition of the rent from the buildings that ForeverGreen International LLC was leasing that were acquired as a part of the acquisition of that company.


Our total liabilities at March 31, 2007 were $2,461,797 compared to $6,857,041 at December 31, 2006.  The reduction in total liabilities was the result of converting notes payable totaling $4,010,626 into 1,928,186 shares of common stock in February 2007.  We had originally issued 2,005,313 shares to three holders of the notes payable, but it came to the attention of our board of directors that the conversion rate applied to the transaction had been miscalculated and we corrected the amount of shares issued to 1,928,186.


Off-balance Sheet Arrangements


None.



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Critical Accounting Estimates


We account for our investments in our subsidiary using the purchase method of accounting.  The excess of the consideration paid for a subsidiary over the fair value of acquired tangible assets less the fair value of acquired liabilities is assigned to intangible assets and goodwill.  We rely on an independent third party valuation to ascertain the amount to allocate to identifiable intangible assets, and the useful lives of those assets.  We amortize identifiable intangible assets over their useful life unless that life is determined to be indefinite.  The useful life of an intangible asset that is being amortized is evaluated each reporting period as to whether events and circumstances warrant a revision to the remaining period of amortization.  Goodwill is not amortized, but is tested for impairment on an annual basis.  The implied fair value of goodwill is determined by allocating fair value to all assets and liabilities acquired; the excess of the price paid over the amounts assigned to assets and liabilities acquired is the implied fair value of goodwill.


For 2006 we determined that an adjustment to goodwill was required as part of the acquisition of ForeverGreen International.  We calculated ForeverGreen International’s customer base intangible using a percentage of the gross margin of ForeverGreen International.  We will amortize the customer base over a period of ten years.  The 23% ownership in ForeverGreen International resulted in recognition of a gain of $60,554 in the 2006 first quarter.


Results of Operations


The following discussions are based on the consolidated financial statements of ForeverGreen Worldwide.  The 2007 first quarter financial statements include consolidated financial information for our wholly-owned subsidiary

ForeverGreen International, LLC.  The 2006 first quarter financial statements include the consolidated financial information for our former subsidiary, Brain Garden, Inc. and ForeverGreen International, LLC.  The following chart summarizes our financial statements for the 2007 and 2006 first quarters and should be read in conjunction with the financial statements, and notes thereto, included with this report at Part I, Item 1, above.


SUMMARY COMPARISON OF FIRST QUARTERS

 

Three month period

ended March 31,

 

     2007     

     2006    

Sales

$  5,805,339 

$  1,029,949 

Cost of goods sold

3,961,754 

704,785 

Gross profit

1,843,585 

325,164 

Total operating expenses

1,810,105 

905,833 

Gain (loss) from operations

33,480 

(580,669)

Other income (expense)

(12,832)

136,742 

Net income (loss)

20,648 

(443,927)

Net loss per share

$        0.00 

(0.07)


Our source of revenue is from the sale of various food and other natural products and we recognize revenue upon shipment of a sales order.  Sales are net of returns, which have historically been less than 0.2% of sales.  Sales for the 2007 first quarter increased significantly in comparison to the 2006 first quarter.  This increase in sales is attributable to acquisition of ForeverGreen International, LLC.  However, compared to the average quarterly sales for 2006 of $5,211,113 after the combination of ForeverGreen International and Whole Living, the 2007 first quarter sales represent an increase of 11.4%.  The further growth in sales can be attributed to the implementation of the



13




ForeverGreen Compensation Plan, new leadership, an expanded product line, active promotion of the product through the travels of corporate staff and doctors, increased recruitment and retention of customers, and improvements in service and customer satisfaction.  Management anticipates that sales will continue to increase over the long term.  


Cost of sales consists primarily of the cost of procuring and packaging products, sales commissions paid to our Members, the cost of shipping product to Members, plus credit card sales processing fees.  Cost of sales was approximately 68% of revenues for both the 2007 and 2006 first quarters.  Management anticipates that cost of sales in future periods will increase slightly with distributors consistently attaining higher ranks in the compensation plan and with the higher commissions associated with the Jump Start program.


A portion of cost of sales relates to distributor commissions paid to several levels of Members on each product sold.  Member commissions are paid on a monthly basis based upon their personal and group sales volume.  Additional bonuses are paid weekly to Members.  The overall payout averages for sales commissions for the 2007 first quarter were approximately 43% and 40% for the 2006 first quarter.  The increase in costs is related to a higher payout as a percentage of sales for the ForeverGreen commission plan compared to the Brain Garden Unigen plan.  Management expects these costs to be between 42% and 44% of sales during the next year.


Total operating expenses increased in the 2007 first quarter compared to the 2006 first quarter primarily as a result of increases in salaries and wages and general and administrative expense.  Salaries and wages, which include management and employees' salaries and the support systems for the distributor network, increased due to the addition of ForeverGreen International and the higher operating costs of the new combined, larger company.


General and administrative expenses include our general office, marketing, and travel related expenses.  These expenses increased in the 2007 first quarter due to the addition of ForeverGreen International and the higher operating costs of the new combined, larger company and the resulting increase in the number of employees.


Professional fees were approximately the same for both the 2007 and 2006 first quarter periods.  Professional fees include payments to third-party operators in foreign offices, legal and accounting fees, programming and maintenance of our distributor and sales software, and other services.  


Depreciation and amortization increased approximately $20,000 in the 2007 first quarter as compared to the 2006 first quarter due to the addition of the assets of ForeverGreen LLC and their related depreciation.


Total other expense for the 2007 first quarter was related to interest expense on loans.  Total other income for the 2006 first quarter was primarily related to a gain on investment in ForeverGreen of $60,554 and a $76,000 gain on the valuation of warrants granted in 2002 that remain outstanding.


As a result of increased revenues in 2007 we recorded net income for the 2007 first quarter, but we recorded a net loss and loss per share for the 2006 first quarter.


The following chart summarizes our balance sheet at March 31, 2007 compared to December 31, 2006.


SUMMARY COMPARISON OF BALANCE SHEET INFORMATION

 

Three month period ended March 31, 2007


Year ended

Dec. 31, 2006

Cash

$         277,692 

$           97,660 

Total current assets

1,525,111 

1,823,673 

Total assets

15,796,630 

16,084,106 



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Total current liabilities

2,432,745 

5,572,886 

Total liabilities

2,461,797 

6,857,041 

Retained deficit

(17,305,248)

(17,325,896)

Total stockholders equity

$    13,334,833 

$     9,227,065 


At March 31, 2007 our total assets decreased primarily due to decreases in accounts receivable and inventory due to the receipt of a payment for settlement of a receivable of $237,196 and ordinary fluctuations in the amount of inventory resulting from the timing of ordering and delivery of product.


At March 31, 2007, total liabilities decreased when compared to December 31, 2006 primarily due to the reduction of our long-term debt by $4,010,626 in February 2007.


Factors Affecting Future Performance


Management plans to increase sales and decrease expenses where appropriate to create profitability in future quarters that is greater than the first quarter of 2007.  However, until the 2007 first quarter, internal cash flows alone had not been sufficient to maintain our operations and we had a history of losses.  Actual costs and revenues could vary from the amounts we expect or budget, possibly materially, and those variations are likely to affect how much additional financing we will need for our operations.  


Our future internal cash flows will be dependent on a number of factors, including:

$

Our ability to encourage our Members to sponsor new Members and increase their own personal sales;

$

Our ability to promote our product lines with our Members and customers;

$

Our ability to develop successful new exclusive product lines;

$

Our ability to obtain essential oil raw materials for some of our products;

$

Effects of future regulatory changes in the area of direct marketing, if any;

$

Our ability to remain competitive in our domestic and international markets; and

$

Our ability to decrease shipping time and expense.


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


ITEM 3.  CONTROLS AND PROCEDURES


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and concluded that our disclosure controls and procedures were effective.


They also determined that there has been no change in our internal control over financial reporting during the first quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




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PART II:  OTHER INFORMATION


ITEM 6.  EXHIBITS


Part I Exhibits

31.1

Chief Executive Officer Certification

31.2

Chief Financial Officer Certification

32.1

Section 1350 Certification


Part II Exhibits

2.1

Agreement of Share Exchange between Whole Living and ForeverGreen International, LLC, dated December 14, 2006 (Incorporated by reference to exhibit 2.1 for Form 8-K, as amended, filed December 18, 2006)

3.1

Articles of incorporation, as revised (Incorporated by reference to exhibit 3.1 for Form 8-K, as amended, filed December 18, 2006)

3.2

Bylaws, as revised  (Incorporated by reference to exhibit 3.2 for Form 8-K, as amended, filed December 18, 2006)

10.1

Consultant Agreement between Whole Living and Summit Resource Group, Inc., dated April 30, 2002 (Incorporated by reference to exhibit 10.2 to Form 10-QSB, filed November 19, 2002)

10.2

Member Interest Purchase Agreement between Whole Living and ForeverGreen International, LLC, dated January 13, 2006 (Incorporated by reference to exhibit 10.1 for Form 8-K, as amended, filed January 13, 2006)

10.3

Lease agreement between Whole Living and C & R Fiveplex, LLC, dated April 7, 2006 (Incorporated by reference to exhibit 10.3 to Form 10-QSB, filed November 14, 2006)

21.1

Subsidiaries of ForeverGreen  (Incorporated by reference to exhibit 21.1 to Form 10-KSB, filed April 17, 2007)






SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.






Date: May 16, 2007

FOREVERGREEN WORLDWIDE CORPORATION




By: /s/ Ronald K. Williams                                                        

       Ronald K. Williams

       Chairman of the Board, President

       and Chief Executive Officer




Date: May 16, 2007




By: /s/ Robert Reitz                                                                   

       Robert Reitz

       Chief Financial Officer, Secretary/Treasurer and Director




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