10QSB

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 September 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 October 29, 2007, ForeverGreen Worldwide Corporation had a total of 13,904,014 shares of common stock outstanding.

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

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TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements

2

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

9

Item 3. Controls and Procedures

14

PART II: OTHER INFORMATION

Item 6.  Exhibits

14

Signatures

15

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

FOREVERGREEN WORLDWIDE CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007 and 2006

2

ForeverGreen Worldwide Corporation
(Formerly Whole Living, Inc.)
Consolidated Balance Sheets
		ASSETS	September 30, 2007
			(Unaudited)
CURRENT ASSETS
	Cash and cash equivalents		$                        32,363
	Accounts receivable		4,093
	Prepaid expenses		229,447
	Inventory		905,766
		Total Current Assets	1,171,669
PROPERTY AND EQUIPMENT, net			457,319
OTHER ASSETS
	Deposits and other assets		109,977
	Trademarks, net of amortization		42,593
	Goodwill		12,799,080
	Customer base, net of amortization		791,708
		Total Other Assets	13,743,358
		TOTAL ASSETS	$                 15,372,346
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable		$                      861,098
	Accrued expenses		581,211
	Other accrued liabilities		316,454
	Current portion of long-term debt		1,339
		Total Current Liabilities	1,760,102
LONG-TERM DEBT
	Notes payable		28,468
		Total Long-Term Debt	28,468
		Total Liabilities	1,788,570
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
	Other comprehensive loss		(3,028)
	Accumulated deficit		(17,079,158)
		Total Stockholders' Equity	13,583,776
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$                 15,372,346

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ForeverGreen Worldwide Corporation
(Formerly Whole Living, Inc.)
Consolidated Statements of Operations
(Unaudited)
		For the		For the
		Three Months Ended		Nine Months Ended
		September 30,		September 30,
		2007	2006	2007	2006
REVENUES		$          5,672,969	$           883,306	$     17,295,833	$          2,742,137
COST OF SALES		4,122,686	705,110	12,343,637	2,093,729
GROSS PROFIT		1,550,283	178,196	4,952,196	648,408
OPERATING EXPENSES
	Salaries and wages	925,019	133,938	2,827,693	740,382
	Professional fees	191,872	77,418	535,564	364,528
	General and administrative	280,220	82,934	1,122,247	465,543
	Depreciation and amortization	69,906	31,746	215,376	113,046
	Total Operating Expenses	1,467,017	326,036	4,700,880	1,683,499
NET OPERATING GAIN (LOSS)		83,266	(147,840)	251,316	(1,035,091)
OTHER INCOME (EXPENSE)
	Other income and expense	(462)	22,816	(1,987)	(96,126)
	Gain on ForeverGreen investment	-	(87,106)	-	20,623
	Change in fair value of derivative liability	-	40,000	-	143,000
	Gain/Loss on sale of fixed assets	-	-	(4,928)
	Net interest income (expense)	809	(875)	2,337	(5,944)
	Total Other Income (Expense)	347	(25,165)	(4,578)	61,553
NET EARNINGS / (LOSS) BEFORE
INCOME TAXES		83,613	(173,005)	246,738	(973,538)
PROVISION FOR INCOME TAXES		-	-	-	-
NET EARNINGS / (LOSS)		$               83,613	$         (173,005)	$           246,738	$          (973,538)
BASIC AND DILUTED EARNINGS
(LOSS)  PER COMMON SHARE		$                   0.01	$               (0.03)	$                 0.02	$                (0.15)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING		13,904,014	6,667,654	13,490,794	6,603,600
A summary of the components of other comprehensive income (loss) for the fiscal years ended September 30, 2007 and 2006 are as follows:
	Net Income (Loss)	83,613	(173,005)	246,738	(973,538)
	Other Comprehensive Income (Loss)	302	-	(3,028)	-
	Comprehensive Income (loss)	83,915	(173,005)	243,710	(973,538)

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ForeverGreen Worldwide Corporation
(Formerly Whole Living, Inc.)
Statements of Cash Flows
(Unaudited)
			For the
			Nine Months Ended
			September 30,
			2007	2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income / (Loss)			$             246,738	$          (973,538)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
	Depreciation and amortization		215,376	113,046
	Amortization of prepaid expenses (equity)		54,474	44,022
	Stock issued for services		-	90,000
	Derivatives		-	(143,000)
	Gain on investment		-	(20,623)
Changes in operating assets and liabilities:
	Accounts receivable		233,103	268
	Prepaid expenses		(76,318)	(51,783)
	Deposits		(6,761)	-
	Inventory		429,923	(714,261)
	Related party payable		-	189,795
	Accounts payable and accrued expenses		(1,009,944)	946,128
		Net Cash Provided by Operating Activities	86,591	(519,946)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investment in trademarks		(37,343)	-
	Purchases of property and equipment		(111,517)	(17,943)
		Net Cash Used in Investing Activities	(148,860)	(17,943)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from notes payable		-	562,937
		Net Cash Provided by Financing Activities	-	562,937
		Effect of Foreign Currency on Cash	(3,028)	-
NET INCREASE (DECREASE) IN CASH			(65,297)	25,048
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			97,660	26,383
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$               32,363	$               51,431

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ForeverGreen Worldwide Corporation
(Formerly Whole Living, Inc.)
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
		For the
		Nine Months Ended
		September 30,
		2007	2006
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAID FOR:
	Interest	$               2,337	$                       -
	Income taxes	$                      -	$                       -
SUPPLEMENTAL DISCLOSURES
	Common stock issued for services rendered	$             54,474	$              90,000
	Common stock issued for Investment	$                      -	$         2,280,000
	Common stock issued to pay Notes Payable	$         3,930,763	$                       -

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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 September 30, 2 007, and results of the third quarter ended September 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 nine months ended September 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.

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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 September 30, 2007 were classified as follows:

Raw Materials	418,411
Finished Goods	587,355
Total Inventory	1,005,766
Less Reserve for Obsolete Inventory	100,000
Total Inventory	905,766

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.

	September 30,
	2007	2006
Income (Loss) Numerator	$         246,738	$          (973,538)
Shares – Basic & Diluted        (Denominator)	13,490,794	6,603,600
Per Share Amount	$               0.02	$                (0.15)

There are no reconciling items to net income for the computation of earnings per share at September 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.

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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 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.

During the third quarter of 2007 ForeverGreen continued to be active in building sales throughout the world and also working to reduce costs.  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.  In addition, ForeverGreen ran a successful summer promotion called ForeverGreenopoly that provided increased incentives and bonuses to our distributor/Members that obtained additional rank and volume goals.  As a result of this promotion, our August sales were very good in an industry that typically shows decreases in the summer months.

Our major challenge for the next twelve months will be to increase and sustain our field leadership and momentum along with 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 may 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.

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Liquidity and Capital Resources

At September 30, 2007 we had cash of $32,363 and recorded a net income of $83,613 for the 2007 third quarter and $246,738 for the nine month period ended September 30, 2007.  However, we had negative working capital of $588,433 at September 30, 2007, and have recorded net operating losses for the past two years. Our independent accounting firm has expressed an opinion that these factors raise doubt as to our ability to continue as a going concern.  Historically we have financed our operations through revenues, sales of our common stock and debt financing.  Management intends to continue to increase revenues and reduce expenses, improving profitability and the liquidity of the company.

During the 2007 first, second and third quarters we relied on our revenues to fund operations.  Management believes increased revenues and the 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 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 for the year 2007.  Rent expense for the three month and nine month period September 30, 2007 was $67,176 and $201,527 compared to $22,978 and $97,743 for the three month and the nine month period September 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 $1,788,570 at September 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 our improved cash position from increased revenues.

Off-balance Sheet Arrangements

None.

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.

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For 2006 we determined that an adjustment to goodwill was required as part of the acquisition of ForeverGreen.  We calculated ForeverGreen’s customer base intangible using a percentage of the gross margin of ForeverGreen.  We will amortize the customer base over a period of ten years.  The 23% ownership in ForeverGreen resulted in recognition of a loss of $87,106 in the three month period ended September 30, 2006 and a gain of $20,623 in the nine month period ended September 30, 2006.

Results of Operations

The following discussions are based on the consolidated financial statements of ForeverGreen Worldwide.  The three month and nine month period ended September 30, 2007 financial statements include consolidated financial information for our wholly-owned subsidiary ForeverGreen International.  The three month and nine month period ended September 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 nine month periods ended September 30, for the 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 2007 AND 2006 PERIOD OPERATIONS
	Three month period ended September 30,		Nine month period ended September 30,
	2007	2006	2007	2006
Sales	$  5,672,969	$   883,306	$  17,295,833	$    2,742,137
Cost of goods sold	4,122,686	705,110	12,343,637	2,093,729
Gross profit	1,550,283	178,196	4,952,196	648,408
Total operating expenses	1,467,017	326,036	4,700,880	1,683,499
Gain (loss) from operations	83,266	(147,840)	251,316	(1,035,091)
Other income (expense)	347	(25,165)	(4,578)	61,553
Net income (loss)	83,613	(173,005)	246,738	(973,538)
Net income (loss) per share	$         0.01	$       (0.03)	$            0.02	$         (0.15)

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 nine month period ended September 30, 2007 increased significantly in comparison to the three month and nine month period ended September 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 nine month period ended September 30, 2006 for the combination of ForeverGreen and Whole Living as reported in the notes to the 2006 annual report the sales for the three month period and nine month period ended September 30, 2007 average increase is 16% and 11% 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 72.7% and 71.4% of revenues for the three month period and nine month period ended September 30, 2007 compared to 79.8% and 76.4 % of revenues for the three month period and nine month period ended September 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.

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Sales commissions are paid to several levels of Members on each product sold.  Sales commissions are paid on a monthly basis based upon the Member’s personal and group sales volume.  Additional bonuses are paid weekly to Members.  The overall payout average for sales commissions decreased approximately 5.8% and 3.4% for the three month period and nine month period ended September 30, 2007 compared to the three month period and nine month period ended September 30, 2006.  The decrease is associated with additional payments made to the Brain Garden distributors for the three month period and nine month period ended September 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 nine month period ended September 30, 2007 compared to the three month period and nine month period ended September 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 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 nine month period ended September 30, 2007 compared to the three month period and nine month period ended September 30, 2006 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 to the percentage growth in sales for the three month period and nine month period ended September 30, 2007.

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

Total other expense for the three month period and nine month period ended September 30, 2007 was related to interest expense on loans.  Total other income for the three month period and nine month period ended September 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 nine month period ended September 30, 2007 we recorded net income for the three month period and nine month period ended September 30, 2007 and net income per share, but we recorded a net loss and loss per share for the three month period and nine month period ended September 30, 2006.

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

SUMMARY OF BALANCE SHEET INFORMATION
	Three months ended Sept. 30, 2007	Year ended  Dec 31, 2006
Cash	$          32,363	$        97,660
Total current assets	1,171,669	1,823,673
Total assets	15,372,346	16,084,106
Total current liabilities	1,760,102	5,572,886
Total liabilities	1,788,570	6,857,041
Retained deficit	(17,079,158)	(17,325,896)
Total stockholders equity	$    13,583,776	$     9,227,065

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At September 30, 2007 our total assets decreased primarily due to decreases in accounts receivable and inventory relate 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 $1,788,570 at September 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

Actual costs and revenues could vary from the amounts we expect or budget, possibly materially, and those variations are likely to affect how much additional financing we will need for our operations.  

Management plans to increase sales and decrease expenses where appropriate to improve on the profitability of the nine month period ended September 30, 2007.  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.

Our expansion into foreign markets exposes our business to risks related to those economies which may result in loss of revenues.

We have entered into agreements with Members and suppliers in foreign countries and 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.  

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, beginning with our Annual Report on Form 10-KSB for the fiscal year ending December 31, 2007, we will be required to furnish a report by our management on our internal control over financial reporting.  If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.

In order to achieve compliance with Section 404 of the Act within the prescribed period, we will need to engage in a process to document and evaluate our internal control over financial reporting, which will be both costly and challenging.  In this regard, management will need to dedicate internal resources, engage outside consultants and adopt a detailed work plan to:

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assess and document the adequacy of internal control over financial reporting,

$

take steps to improve control processes where appropriate,

$

validate through testing that controls are functioning as documented, and

$

implement a continuous reporting and improvement process for internal control over financial reporting.

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There can be no assurance as to our conclusions at December 31, 2007 with respect to the effectiveness of our internal control over financial reporting.  There is a risk that we will be able to conclude at December 31, 2007 that our internal controls over financial reporting are effective as required by Section 404 of the Act.

During the course of our testing we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404.  In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act.  Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.

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 third 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 (Incorporated by reference to exhibit 10.3 of Form 10-QSB, filed August 14, 2007)

21.1

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

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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: November 13, 2007	FOREVERGREEN WORLDWIDE CORPORATION By: /s/ Ronald K. Williams                               Ronald K. Williams        Chairman of the Board, President        and Chief Executive Officer
Date: November 13, 2007	By: /s/ Paul T. Frampton                                  Paul T. Frampton        Chief Financial Officer and Treasurer

15

EX-31.1

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: November 13, 2007

/s/ Ronald Williams     Ronald Williams Chief Executive Officer

EX-31.2

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: November 13, 2007

/s/ Paul T. Frampton Paul T. Frampton Chief Financial Officer

EX-32.1

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 September 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:   November 13, 2007	/s/ Ronald Williams                                               Ronald Williams Chief Executive Officer
Date:   November 13, 2007	/s/ Paul T. Frampton                                            Paul T. Frampton Chief Financial Officer