-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ef9LpDoo3JOPIoQCtF36dmzv5kwIOxEtoGJ01C6yCKGfrzXCA8JLnxQFjRPZcbkH 1CeCqzTrdWyyPnE3toLlFA== 0001023175-07-000176.txt : 20070814 0001023175-07-000176.hdr.sgml : 20070814 20070814072616 ACCESSION NUMBER: 0001023175-07-000176 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070630 FILED AS OF DATE: 20070814 DATE AS OF CHANGE: 20070814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOREVERGREEN WORLDWIDE CORP CENTRAL INDEX KEY: 0001091983 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 870621709 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-26973 FILM NUMBER: 071051249 BUSINESS ADDRESS: STREET 1: 972 N 1430 W CITY: OREM STATE: UT ZIP: 84057 BUSINESS PHONE: 801-655-5500 MAIL ADDRESS: STREET 1: 972 N 1430 W CITY: OREM STATE: UT ZIP: 84057 FORMER COMPANY: FORMER CONFORMED NAME: WHOLE LIVING INC DATE OF NAME CHANGE: 19990728 10QSB 1 fvrg07q2f.htm QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED JUNE 30, 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 June 30, 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 August 1, 2007, ForeverGreen Worldwide Corporation had a total of 13,904,014 shares of common stock outstanding.


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



1







TABLE OF CONTENTS


PART I: FINANCIAL INFORMATION


Item 1.  Financial Statements

2


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

10


Item 3. Controls and Procedures

15



PART II: OTHER INFORMATION


Item 6.  Exhibits

15


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 and six month periods ended June 30, 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 six month period ended June 30, 2007 are not necessarily indicative of results to be expected for any subsequent period.  






FOREVERGREEN WORLDWIDE CORPORATION


CONSOLIDATED FINANCIAL STATEMENTS



June 30, 2007 and 2006





2







ForeverGreen Worldwide Corporation

(formerly Whole Living, Inc.)

 

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

June 30, 2007

 

 

CURRENT ASSETS

(Unaudited)

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 $                45,351 

 

 

 

Accounts receivable

                     3,740 

 

 

 

Prepaid expenses

                 133,359 

 

 

 

Inventory

              1,059,846 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

              1,242,296 

 

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT, net

                 472,058 

 

 

 

 

 

 

 

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

Deposits and other assets

                 109,227 

 

 

 

Trademarks, net of amortization

                   37,340 

 

 

 

Goodwill

            12,799,080 

 

 

 

Customer base, net of amortization

                 813,105 

 

 

 

 

 

 

 

 

 

 

Total Other Assets

            13,758,752 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 $         15,473,106 

 

 





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

 

 

 

 

 

 

 

 

 

June 30, 2007

 

 

CURRENT LIABILITIES

(Unaudited)

 

 

 

 

 

 

 

 

 

Accounts payable

 $           1,050,104 

 

 

 

Accrued expenses

                 661,028 

 

 

 

Other accrued liabilities

                 252,986 

 

 

 

Current portion of long-term debt

                     1,339 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

              1,965,457 

 

 

 

 

 

 

 

 

LONG-TERM DEBT

 

 

 

 

 

 

 

 

 

 

Notes payable

                   28,468 

 

 

 

 

 

 

 

 

 

 

Total Long-Term Debt

                   28,468 

 

 

 

 

 

 

 

 

 

 

Total Liabilities

              1,993,925 

 

 

 

 

 

 

 

 

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

            30,652,058 

 

 

 

Prepaid equity expense

                  (20,780)

 

 

 

Other comprehensive loss

                    (3,330)

 

 

 

Accumulated deficit

           (17,162,671)

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

            13,479,181 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $         15,473,106 

 

 

 

 

 

 

 

 


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



4







ForeverGreen Worldwide Corporation

(Formerly Whole Living, Inc.)

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 For the

 

 For the

 

 

 

 

  Three Months Ended

 

  Six Months Ended

 

 

 

 

 June 30,

 

 June 30,

 

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

 

 $   5,817,525 

 

 $       828,882 

 

 $ 11,622,865 

 

 $   1,858,831 

COST OF SALES

 

      4,232,873 

 

          682,239 

 

      8,220,951 

 

      1,388,619 

GROSS PROFIT

 

      1,584,652 

 

          146,643 

 

      3,401,914 

 

         470,212 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Salaries and wages

 

         965,908 

 

          169,320 

 

      1,903,414 

 

         606,006 

 

Professional fees

 

         139,651 

 

            89,824 

 

         343,692 

 

         210,069 

 

General and administrative

 

         274,165 

 

          168,814 

 

         843,547 

 

         460,089 

 

Depreciation and amortization

 

           72,684 

 

            29,196 

 

         145,574 

 

           81,300 

 

 

Total Operating Expenses

      1,452,408 

 

          457,154 

 

      3,236,227 

 

      1,357,464 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATING GAIN (LOSS)

 

         132,244 

 

        (310,511)

 

         165,687 

 

       (887,252)

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

Other income and expense

 

             1,076 

 

        (118,942)

 

                940 

 

       (118,942)

 

Gain on ForeverGreen investment

                  - 

 

            47,175 

 

                   - 

 

         107,729 

 

Change in fair value of derivative liability

                  - 

 

            27,000 

 

                   - 

 

         103,000 

 

Gain/Loss on sale of fixed assets

           (4,928)

 

                   - 

 

            (4,928)

 

 

Net Interest income (expense)

 

           14,185 

 

            (1,327)

 

             1,526 

 

           (5,069)

 

 

Total Other Income (Expense)

           10,333 

 

          (46,094)

 

            (2,462)

 

           86,718 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS / (LOSS) BEFORE

 

 

 

 

 

 

 INCOMETAXES

 

         142,577 

 

        (356,605)

 

         163,225 

 

       (800,534)

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

                  - 

 

                   - 

 

                   - 

 

                  - 

 

 

 

 

 

 

 

 

 

 

 

NET EARNINGS / (LOSS)

 

 $      142,577 

 

 $     (356,605)

 

 $      163,225 

 

 $    (800,534)

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED EARNINGS (LOSS)

 

 

 

 

 

 

 

 PER COMMON SHARE

 

 $            0.01 

 

 $           (0.05)

 

 $            0.01 

 

 $          (0.12)

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

 COMMON SHARES OUTSTANDING

 

    13,904,014 

 

       6,667,654 

 

    13,284,184 

 

      6,571,573 

 

 

 

 

 

 

 

 

 

 

 

A summary of the components of other comprehensive income (loss) for the fiscal years ended June 30, 2007 and 2006 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

          142,577 

 

          (356,605)

 

           163,225 

 

         (800,534)

 

Other Comprehensive Income (Loss)

           (24,096)

 

                    - 

 

             (3,330)

 

                   - 

 

   Comprehensive Income (Loss)

 

          118,481 

 

          (356,605)

 

           159,895 

 

         (800,534)


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







5








ForeverGreen Worldwide Corporation

(Formerly Whole Living, Inc.)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 For the

 

 

 

 

 

 Six Months Ended

 

 

 

 

 

 June 30,

 

 

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

Net Income / (Loss)

 

 

 $       163,225 

 

 $          (800,533)

Adjustments to reconcile net loss to net cash

 

 

 

  used in operating activities:

 

 

 

 

 

Depreciation and amortization

          145,574 

 

                 76,729 

 

Amortization of prepaid expenses (equity)

            51,733 

 

                 29,348 

 

Stock issued for services

          102,376 

 

                 90,000 

 

Derivatives

 

 

                   - 

 

             (103,000)

 

Stock issued to retire related parties

       4,010,626 

 

                         - 

 

Gain on investment

 

                   - 

 

             (107,729)

Changes in operating assets and liabilities:

 

 

 

 

Accounts receivable

 

          233,453 

 

                      964 

 

Prepaid expenses

 

            19,770 

 

               (44,549)

 

Deposits

 

 

            (6,011)

 

                         - 

 

Inventory

 

 

          275,843 

 

             (174,307)

 

Related party payable

 

                   - 

 

                         - 

 

Accounts payable and accrued expenses

     (1,004,865)

 

               564,649 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Operating Activities

       3,991,724 

 

             (468,427)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

Investment in trademarks

          (32,090)

 

                         - 

 

Purchases of property and equipment

          (77,851)

 

                         - 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in Investing Activities

        (109,941)

 

                         - 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from notes payable

                   - 

 

               462,938 

 

Payments on notes payable -related parties

     (3,930,762)

 

                         - 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

     (3,930,762)

 

               462,938 

 

 

 

 

 

 

 

 

 

 

Effect of Foreign Currency on Cash

            (3,330)

 

                         - 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

          (52,309)

 

                 (5,489)

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

            97,660 

 

                 26,383 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 $         45,351 

 

 $              20,894 

 

 

 

 

 

 

 

 

 

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





6







ForeverGreen Worldwide Corporation

(Formerly Whole Living Inc.)

Statements of Cash Flows

(Unaudited)


Statements of Cash Flows (Continued)

 

 

 

 

 

 For the

 

 

 

 

 

 Six Months Ended

 

 

 

 

 

 June 30,  

 

 

 

 

 

2007

 

2006

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 $            13,680 

 

 $                        - 

 

 

Income taxes

 

 $                     - 

 

 $                        - 

 

 

 

 

 

 

 

 

NON-CASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services rendered

 $          102,375 

 

 $                90,000 

 

 

Common stock issued for Investment

 $       4,010,626 

 

 $           2,280,000 


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



7







FOREVERGREEN WORLDWIDE CORPORATION

Notes to 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 June 30, 2007, and results of the second quarter ended Ju ne 30, 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 quarter and six months ended June 30, 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 20, 2007 board resolution, the Company issued an aggregate of 1,928,186 shares of restricted common stock at $2.08 per share to convert outstanding debt of $4,010,626 held by 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 and 22,500 shares for a total of 67,500 shares of common stock valued at a range of $1.49 to $1.53  per share in the settlement of both insurance premium liability and remaining policy premiums.  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.   



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.



NOTE 4 – INVENTORIES


Inventory is recorded at the lower of cost or market and valued on a first-in, first-out basis.   Inventories for June 30, 2007 were classified as follows:


Raw Materials

              384,889 

 Finished Goods

              716,311 

 Total Inventory

           1,101,200 

 Less Reserve for Obsolete Inventory  

                41,354 

 Total Inventory

           1,059,846 






8






FOREVERGREEN WORLDWIDE CORPORATION

Notes to Consolidated Financial Statements



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.


 

 June 30,

 

2007

 

2006

 Income (Loss) Numerator

 $           163,225 

 

 $           (800,534)

 

 

 

 

Shares – Basic & Diluted  (Denominator)

         13,284,184 

 

            6,571,573 

Per Share Amount

 $                 0.01 

 

 $                 (0.12)

 

 

 

 



There are no reconciling items to net income for the computation of earnings per share at June 30, 2007 and 2006.  There were 100,000 warrants that were outstanding until they expired in April of 2007.  These warrants were considered but were not included in 2006 because their effects would be anti-dilutive.







9






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 state ments.


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


Executive Overview


ForeverGreen Worldwide Corporation is a holding company which operates through its wholly-owned subsidiary, ForeverGreen International, LLC (“ForeverGreen”).  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 with some of the above-mentioned products also offered to select international markets as opportunities are created.  We will seek relations with key vendors to continue developing cutting-edge products that are exclusive to our Members at a competitive price.


ForeverGreen was welcomed into the Direct Sales Association (DSA) in June 2007 as an Active Member company after passing a year-long pending membership process that approved the company policies and compensation plan.  The DSA is a governing board of direct sales company’s that requires members to meet the highest standards establish in the industry.


Select ForeverGreen leaders and employees met together for a Sea Farm retreat in early June on Vancouver Island, British Columbia.  New, innovative products were launched for this exclusive group of ForeverGreen leaders and each leader's business was examined in detail with a member of the corporate executive team to support and build lasting bonds and new business energy.  These leadership activities took place in the beautiful natural habitat that surrounds the Sea Farm that produces Marine Phytoplankton for ForeverGreen.


During the second quarter of 2007 ForeverGreen continued to be active in building sales throughout the world.  Dr. Hugo Rodier traveled to Australia speaking on the FrequenSea whole-food beverage and ForeverGreen employees conducted Spanish language meetings in Mexico and in several locations in the United States.  These meetings were conducted in preparation for opening Mexico in the third quarter and growing the Latino membership base in the United States and Canada.


We also continued to reduce costs around the world.  We have renegotiated contracts or are in the process of renegotiating contracts with significant vendors, both domestically and internationally, to bring additional savings and cost efficiencies to ForeverGreen.


Mr. Paul Frampton, most recently the ForeverGreen Vice President of International, was appointed our Treasurer and Chief Financial Officer, replacing Mr. Robert Reitz.  We will benefit from Mr. Frampton's accounting and auditing expertise as well as enjoy the retention of Mr. Reitz on our board of directors and as our new Senior Vice President of Business Analysis.   As Vice President of Business Analysis Mr. Reitz will strategically focus upon measuring results and achieving company goals.




10






Our major challenge for the next twelve months will be to increase and sustain our field leadership and momentum and improve our systems capabilities and logistics centers around the world to keep up with the increasing 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 a motivated and trained field leadership team and additional skilled corporate personnel, and manufacturing and shipping facilities.  Management will continue to surround themselves with key experienced personnel and vendors while finding and motivating distributor leaders as well as 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 and vendors are required to experience rapid growth to be profitable in a foreign country.


Liquidity and Capital Resources


At June 30, 2007, we had cash of $45,351 and recorded a net income of $142,905 for the 2007 second quarter and $163,225 for the six month period ended June 30, 2007.  However, we had negative working capital of $723,161 at June 30, 2007 and have recorded net operating losses for the past four 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 the liquidity of the company.


During the 2007 first and second quarters we relied on our revenues to fund operations.  Management believes increased revenues and the retirement of long-term debt of $4,010,626 by conversion into common stock 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 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 three month period and six month period ended June 30, 2007 was $87,214 and $163,930 compared to $29,196 and $74,764 for the three month period and six month period ended June 30, 2006.  The increase is a result of the addition of the rent for the buildings that ForeverGreen was leasing and were acquired as a part of the merger.


Our total liabilities decreased to $1,993,925 at June 30, 2007 compared to $6,857,041 at December 31, 2006.  The reduction in the total liabilities was the result of converting notes payable totaling $4,010,626 into 1,928,186 shares of common stock in February 2007 and an improved cash position from increased revenues.


Off-balance Sheet Arrangements


None.








11






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 $47,175 for the three month period ended June 30, 2006 and a gain of $107,729 for the six month period ended June 30, 2007.


Results of Operations


The following discussions are based on the consolidated financial statements of ForeverGreen Worldwide.  The three month and six month period ended June 30, 2007 financial statements include consolidated financial information for our wholly-owned subsidiary ForeverGreen.  The three month and six month period ended June 30, 2006 financial statements include the consolidated financial information for our former subsidiary, Brain Garden, Inc.  The following chart summarizes our financial statements for the three month and six month periods ended June 30, 2007 and 2006 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 SIX MONTH PERIODS

 

Three month period

ended June 30

Six month period

ended June 30,

 

    2007    

    2006    

     2007     

     2006     

Sales

$ 5,817,525 

$   828,882 

$ 11,622,865 

$   1,858,831 

Cost of goods sold

4,232,873 

682,239 

8,220,951 

1,388,619 

Gross profit

1,584,652 

146,643 

3,410,914 

470,212 

Total operating expenses

1,452,080 

457,154 

3,236,227 

1,357,464 

Gain (loss) from operations

132,572 

(310,511)

165,687 

(887,252)

Other income (expense)

10,333 

(46,094)

(2,462)

86,718 

Net income (loss)

142,905 

(356,605)

163,225 

(800,534)

Net loss per share

$        0.01 

$       (0.05)

$         0.01 

$        (0.12)



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 three month and six month period ended June 30, 2007 increased significantly in comparison to the three month and six month period ended June 30, 2006.  This increase in sales is attributable to the acquisition of ForeverGreen.  However, compared to the average sales for the three month period and six month period ended June 30, 2006 after the combination of ForeverGreen and Whole Living, as reported in the notes to the 2006 annual report, the sales for



12






the three month period and six month period ended June 30, 2007 average increase is 11.6% and 11.5% respectively.  The additional growth in sales can be attributed to the implementation of the 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 72.8% and 70.7% of revenues for the three month period and six month period ended June 30, 2007 compared to 82.3% and 74.7% of revenues for the three month period and six month period ended June 30, 2006.  Management anticipates that cost of sales in future periods will increase slightly with distributors consistently attaining higher ranks in the compensation plan and with higher commissions associated with the Jump Start program.


Sales commissions are paid to several levels of Members on each product sold.  Sales commissions are paid on a monthly basis based upon a Member’s personal and group sales volume.  Additional bonuses are paid weekly to Members.  The overall payout average for sales commissions decreased approximately 2% for the three month period and six month period ended June 30, 2007 compared to the three month period and six month period ended June 30, 2006. The decrease is associated with additional payments made to the Brain Garden distributors for the three month period and six month period ended June 30, 2006 as a short-term transitional plan to move from the Brain Garden Unigen plan to the ForeverGreen Compensation Plan.


Total operating expenses increased in the three month period and six month period ended June 30, 2007 compared to the three month period and six month period ended June 30, 2006 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’s operations 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 three month period and six month period ended June 30, 2007 due to the addition of ForeverGreen and the higher operating costs of the new combined, larger company and the resulting increase in employee count.


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.  The percentage of professional fees increased at a much smaller percent compared to the percentage growth in sales for the three month period and six month period ended June 30, 2007.  


Depreciation and amortization increased in the three month period and six month period ended June 30, 2007 compared to the three month period and six month period ended June 30, 2006 due to the addition of the assets of ForeverGreen and their related depreciation.


Total other expense for the three month period and six month period ended June 30, 2007 was related to interest expense on loans.  Total other income for the three month period and six month period ended June 30, 2006 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 are now expired.


As a result of increased revenues in the three month period and six month period ended June 30, 2007 we recorded net income for the three month period and six month period ended June 30, 2007 and net income per share, but we recorded a net loss and loss per share for the three month period and six month period ended June 30, 2006.










13






The following chart summarizes our balance sheet at June 30, 2007 compared to December 31, 2006.


SUMMARY COMPARISON OF BALANCE SHEET INFORMATION

 

Three month period ended June 30, 2007


Year ended

Dec. 31, 2006

Cash

$         45,351 

$            97,660 

Total current assets

1,242,296 

1,823,673 

Total assets

15,473,106 

16,084,106 

Total current liabilities

1,965,457 

5,572,886 

Total liabilities

1,993,925 

6,857,041 

Retained deficit

(17,162,671)

(17,325,896)

Total stockholders equity

$   13,479,181 

$      9,227,065 


At June 30, 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.


Our total liabilities decreased to $1,993,925 at June 30, 2007 compared to $6,857,041 at December 31, 2006.  The reduction in the total liabilities was the result of converting notes payable totaling $4,010,626 into 1,928,186 shares of common stock in February 2007 and improved cash position from increased revenues.


Factors Affecting Future Performance


Management plans to increase sales and decrease expenses where appropriate to improve on the profitability of the first and second quarters of 2007.  However, until the first and second quarters 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.  








14






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 second quarter of 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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

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)

10.2

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)

10.3

Paul Frampton Employment Agreement, dated March 1, 2007

21.1

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





15






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: August 13, 2007

FOREVERGREEN WORLDWIDE CORPORATION




By: /s/ Ronald K. Williams

       Ronald K. Williams

       Chairman of the Board, President

       and Chief Executive Officer




Date: August 13, 2007




By: /s/ Paul T. Frampton

       Paul T. Frampton

       Chief Financial Officer and Treasurer




16



EX-10.3 2 exh103framptonemply.htm EMPLOYMENT AGREEMENT PATRICK REDFORD EMPLOYMENT AGREEMENT

PAUL FRAMPTON EMPLOYMENT AGREEMENT


This Employment Agreement by and between Paul Frampton (“Frampton”) and ForeverGreen International, LLC, a Utah company located at 972 North 1430 West, Orem, Utah 84057, effective as of March 1, 2007 (the “Agreement”), incorporates and includes the signed Non-Disclosure and Non-Compete Agreement dated March 12, 2007 as well as the signed Employee Handbook.  This Agreement supersedes, revokes and replaces any and all previous employment agreements or contracts including, but not limited to, the Paul Frampton Employment Contract dated 18 October 2005.


1.

Frampton Position and Duties to ForeverGreen.  Frampton has served and agrees to continue to serve as Vice President of International and to provide ForeverGreen with the customary services associated with such position including, but not limited to, the development of new markets, distributor leaders, distributor relationships and any other services as may be assigned by the CEO or another officer of ForeverGreen.


2.

Business Confidentiality.  Frampton acknowledges that he has confidential information related to the ForeverGreen business and ForeverGreen distributors including vendor names and contact information as well as distributor names and contact information.  Other than to grow and support ForeverGreen, Frampton agrees to not use or disclose any such confidential information.  


3.

Non-Solicitation.  Frampton agrees that he shall not solicit or recruit any member or distributor of ForeverGreen into any other Multi-Level Marketing (MLM) or Network Marketing Company unless said distributor has terminated their distributor position with ForeverGreen for at least a one year period of time.  


4.

Compensation.  Frampton is an at-will salary employee under the laws of the State of Utah.  In addition to any agreed upon salary compensation between ForeverGreen and Frampton, ForeverGreen shall grant twenty seven thousand, five hundred and thirty six (27,536) shares of the ForeverGreen business at the end of each full year of employment for the first four complete years of employment until Frampton shall own a total of one hundred ten thousand, one hundred forty four shares (110,144) of ForeverGreen ownership.   In order to receive the share compensation, Frampton must remain an employee in good standing and ForeverGreen must be profitable as a company.  Further, Frampton shall participate in the employee stock option plan while he remains an employee with ForeverGreen and receive any other benefits accorded to his position in ForeverGreen.


5.

Assignment and Amendment.  This Agreement may not be assigned by any party without the prior written consent of ForeverGreen.  This Agreement may not be changed, amended, discharged, or modified without the mutual written agreement of both parties.





6.

Default, Breach and Violation.  If either party defaults, breaches or violates this Agreement, and a dispute arises to enforce the terms hereof, the prevailing party shall be entitled to reimbursement from the other party of all costs, including attorney's fees and costs incurred to enforce the terms of this Agreement.  The failure of either party to enforce any right, term or provision contained in this Agreement shall not thereafter waive the right of such party to later enforce any term or provision hereof.


7.

Governing Law and Jurisdiction.  This Agreement shall be interpreted and enforced pursuant to the laws and jurisdiction of Utah of the United States of America.


8.

Severability.  If any provision of this Agreement is for any reason held to be excessively broad as to time, duration, geographic scope, activity or subject, it shall be construed by limiting such and reducing it, so as to be reasonable and enforceable to the greatest extent permitted by applicable law.  Further, if any provision of this Agreement is found to be void or invalid, such provision shall not adversely affect the validity of the remaining provisions of this Agreement and shall be severable from the Agreement without invalidating or nullifying any other term or provision hereof.


IN WITNESS WHEREOF, Frampton and ForeverGreen agree to this Paul Frampton Employment Agreement and execute this document as of the date first above written.


FOREVERGREEN INTERNATIONAL, LLC.

PAUL FRAMPTON

 (“ForeverGreen”)

(“Frampton”)



    /s/ Chris Patterson                         

/s/ Paul Frampton                         

By:  Chris Patterson

Individually

Its:  COO, General Counsel



/s/ Robert Reitz                                   

By:  Robert Reitz

 

Its:  CFO



EX-31.1 3 forevergreen07juneex311.htm CHEIF EXECUTIVE OFFICER CERTIFICATION Converted by EDGARwiz

Exhibit 31.1


CHIEF EXECUTIVE OFFICER CERTIFICATION


I, Ronald Williams, certify that:


1.

I have reviewed this quarterly report on Form 10-QSB of ForeverGreen Worldwide Corporation;


2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this quarterly report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report.


4.

The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:


(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and


5.

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):


(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.





Date: August 13, 2007



/s/ Ronald Williams         

Ronald Williams

Chief Executive Officer



EX-31.2 4 forevergreen07juneex312.htm CHIEF FINANCIAL OFFICER CERTIFICATION Converted by EDGARwiz

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION


I, Paul T. Frampton, certify that:


1.

I have reviewed this quarterly report on Form 10-QSB of ForeverGreen Worldwide Corporation;


2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this quarterly report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report.


4.

The small business issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:


(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(c) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the small business issuer’s internal control over financial reporting; and


5.

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of small business issuer’s board of directors (or persons performing the equivalent function):


(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and


(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.





Date: August 13, 2007



/s/ Paul T. Frampton     

Paul T. Frampton

Chief Financial Officer




EX-32.1 5 forevergreen07juneex321.htm SECTION 1350 CERTIFICATION Converted by EDGARwiz

Exhibit 32.1



FOREVERGREEN WORLDWIDE CORPORATION


CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

18 U.S.C. Section 1350


The undersigned executive officers of ForeverGreen Worldwide Corporation (the “Company”) certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:


a.

the quarterly report on Form 10-QSB of the Company for the quarter ended June 30, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


b.

the information contained in the Form 10-QSB fairly presents, in all material respects, the financial condition and results of operations of the Company.





Date:   August 13, 2007



/s/ Ronald Williams                             

Ronald Williams

Chief Executive Officer




Date:   August 13, 2007



/s/ Paul T. Frampton                        

Paul T. Frampton

Chief Financial Officer




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