10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

[   ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE

           ACT OF 1934

For transition period ___ to ____

Commission file number: 0-26973

FOREVERGREEN WORLDWIDE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	87-0621709 (I.R.S. Employer Identification No.)
972 North 1430 West, Orem, Utah (Address of principal executive offices)	84057 (Zip Code)

Registrant’s telephone number:  (801) 655-5500

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:  Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   Yes [   ]   No [X]

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer [  ] Non-accelerated filer   [  ] Accelerated filed [  ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ]   No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $16,335,415.

The number of shares outstanding of the registrant’s common stock as of March 11, 2008 was 13,904,014.

Documents incorporated by reference:  None

EXPLANATORY NOTE

Pursuant to a limited review of our reports by the Securities and Exchange Commission (“SEC”), the SEC has requested that we amend this annual report for the year ended December 31, 2007 as follows:

·

move the selected financial information for the years ended December 31, 2007 and 2006 from Item 6 to

Item 7,

·

include a revised report from our independent registered public accounting firm,

·

include the financial data for the year ended December 31, 2006 on the balance sheet, and

·

revise share amounts in the notes to our financial statements to reflect post-split share amounts.

Other than these changes, the disclosures in this amended report are as of the initial filing date of April 7, 2008 and this report does not include subsequent events.

TABLE OF CONTENTS

PART II

Item 6.  Selected Financial Data

3

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation

3

Item 8.  Financial Statements and Supplementary Data

7

PART IV

Item 15.  Exhibits, Financial Statement Schedules

37

Signatures

38

2

In this annual report references to “ForeverGreen,” “we,” “us,” and “our” refer to ForeverGreen Worldwide Corp. and its subsidiaries.

FORWARD LOOKING STATEMENTS

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

PART II

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

Executive Overview

ForeverGreen Worldwide is a holding company which operates through its wholly-owned subsidiary, ForeverGreen International, LLC.  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, any new products and ForeverGreen Compensation Plan earnings and commissions.   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.  As our international markets mature, additional ForeverGreen products may also be introduced in each international market.  We will seek relations with key vendors to continue developing cutting edge products that are exclusive to our Members.

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

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

Liquidity and Capital Resources

At December 31, 2007, we had cash of $20,382; with negative working capital of $805,084. We had net income of $45,367 and revenues of $22,699,525; we financed our operations through revenues.  Long-term debt of $4,008,698 was converted into common stock on February 27, 2007.  The retirement of debt and the finalization of the merger with ForeverGreen International increased our cash flows and reduced the need for borrowings for operations; 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

3

these costs.

Our total assets decreased to $15,489,396 at December 31, 2007 compared to $16,084,106 at December 31, 2006. The reduction is primarily due to the ordinary fluctuations in the amount of inventory resulting from the timing of ordering and delivery of product; and a decrease in accounts receivable due to the receipt of a payment for settlement of a receivable of $237,196.

Our total liabilities decreased to $2,076,952 at December 31, 2007 compared to $6,857,041 at December 31, 2006.  The reduction in the total liabilities was the result of converting notes payable to common stock in February 2007 and reduced accounts payable.

Management anticipates that any future additional capital needed for cash shortfalls will be provided 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 then our shareholders may experience dilution in the value per share of their common stock.  

Results of Operations

The following chart summarizes the consolidated financial statements of ForeverGreen Worldwide for the years ended December 31, 2007 and 2006.   The December 31, 2006 consolidated balance sheet includes the books of ForeverGreen Worldwide and its wholly-owned subsidiaries ForeverGreen International LLC and Brain Garden, Inc.  The December 31, 2006 statements of operations include the books of Whole Living, Inc. and its wholly-owned subsidiary Brain Garden, Inc. and contains the effects of the 23% ownership of ForeverGreen International, LLC.  The December 31, 2007 consolidated balance sheet and statements of operations include the books of ForeverGreen Worldwide and its wholly-owned subsidiaries ForeverGreen International LLC and Brain Garden, Inc.

	Year ended December 31
	2007	2006
SUMMARY OF BALANCE SHEET
Cash and cash equivalents	$          20,382	$           97,660
Total current assets	1,243,895	1,823,673
Total assets	15,489,396	16,084,106
Total current liabilities	2,048,979	5,572,886
Long-term debt	27,973	1,284,155
Total liabilities	2,076,952	6,857,041
Accumulated deficit	(17,280,529)	(17,325,896)
Total stockholders’ equity	$    13,412,444	$       9,227,065

4

	Year ended December 31
	2007	2006
SUMMARY OF OPERATING RESULTS
Revenues, net	$      22,699,525	$     3,491,671
Cost of sales	16,298,596	2,862,792
Gross profit	6,400,929	628,879
Total operating expenses	6,344,508	1,961,505
Net income (loss) from continuing operations	56,421	(1,332,626)
Total other income (expense)	(11,054)	88,180
Income taxes	–	–
Net earnings (loss)	$             45,367	$    (1,244,446)
Net earnings (loss) per share	$               (0.00)	$             (0.19)

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 2007 increased significantly in comparison to 2006.  This increase in sales is attributable to the acquisition of ForeverGreen.  However, comparing Revenues for the combined subsidiaries ForeverGreen and Whole Living for 2006 as reported in the notes in the 2007 annual report (See Note 6 to the financial statements) the sales for 2007 increased by 8.9%.  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 71.8% of revenues for 2007 compared to 82% (See Note 6 to the financial statements) of revenues for 2006.  Management anticipates that cost of sales in future periods will remain consistent as scales of economy are achieved and cost will decrease but will be offset by increases in distributor commissions as distributors consistently attain higher ranks in the compensation plan, higher commission associated with the Jump Start program and the 2008 compensation plan enhancements are paid out.

Sales commissions are paid to several levels of Members on each product sold.  Sales commissions are paid on a monthly basis based upon their personal and group sales volume.  Additional bonuses are paid weekly to Members.  The overall payout average for sales commissions decreased less than 0.5% for 2007 compared to 2006 (See Note 6 to the financial statements). The decrease is attributed to additional payments made to the Brain Garden distributors for 2006 as a short-term transitional plan to move from the Brain Garden Unigen plan to the ForeverGreen Compensation Plan.

Total operating expenses increased for 2007 compared to 2006 (See Note 6 to the financial statements) as a result of increases in general and administrative expense.  General and administrative expenses increased due to 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.

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. Professional fees decreased for 2007 compared to 2006 (See Note 6 to the financial statements) as efficiencies where achieved with the acquisition of ForeverGreen and the costs related to the acquisition reduced significantly in 2007.

5

Depreciation and amortization increased in 2007 compared to 2006 (See Note 2 to the financial statements) due to the addition of the assets of ForeverGreen and their related depreciation as well as asset acquisitions in 2007.

Total other expense for the 2007 year was related to interest expense on loans.  Total other income for 2006 was primarily related to a gain of $145,000 gain on the valuation of warrants granted in 2002 that are now expired.

As a result of increased revenues in the 2007 we recorded net income for 2007 which resulted in a breakeven net income per share, we recorded a net loss for 2006 and net loss per share of $0.19 for 2006.

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 $1,009,579 through 2012.  Rent expense for 2007 was $384,056 compared to $122,538 for 2006.

Our total liabilities at December 31, 2007 were $2,076,952 compared to $6,857,041 at December 31, 2006.  The 2007 decreased was primarily due to decreases in accounts payable, accrued expenses and notes payable.  Accounts payable decreased by $533,464 as increased revenues generates cash.  Notes payable decreased in 2007 as a result of loans provided by First Equity Holdings Corp. totaling $2,343,126, and loans from George and Brenda Brimhall that totaled $1,467,500.  ForeverGreen International had borrowed these funds from the Brimhall’s through 2005 and this debt was consolidated as part of the acquisition of ForeverGreen International.  ForeverGreen International had been paying principal and interest to the Brimhall’s since 2005.  In February 2007 we converted these and other notes payable of $4,008,698 by issuing an aggregate of 2,005,313 shares to the note holders.

Off-balance Sheet Arrangements

None.

Critical Accounting Estimates

We account for our investments in our subsidiaries using the purchase method of accounting.  The excess of the consideration paid for subsidiaries 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 amortization for 2007 was $85,590.  In 2006 the 23% ownership in ForeverGreen International for the 2006 year resulted in an other expense of $53,933.

We record impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. At December 31, 2006, the company did an analysis of the combined assets and made an adjustment to the property and equipment for assets that no-longer had value to the corporation and which were fully depreciated.  The aggregate amount of this adjustment is $963,097 for both the fixed assets and accumulated depreciation to remove those assets and the applicable accumulated depreciation associated with them.  There was no affect on the income statement or the net value of the fixed assets or total assets as a result of this adjustment.  The company did continuing analysis for the period ended December 31, 2007 and determined no adjustment to long term assets was needed.

6

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FOREVERGREEN WORLDWIDE CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007 and 2006

C O N T E N T S

Report of Independent Registered Public Accounting Firm

8

Consolidated Balance Sheets

  9

Consolidated Statements of Operations and Comprehensive Income

11

Consolidated Statements of Stockholders’ Equity

12

Consolidated Statements of Cash Flows

13

Notes to the Consolidated Financial Statements

14

7

Chisholm Bierwolf & Nilson, LLC Certified Public Accountants   Todd D. Chisholm, Audit Partner Nephi J. Bierwolf, Tax Partner Troy F. Nilson, Audit Partner

533 West 2600 South, Suite 25• Bountiful, Utah 84010• Phone:(801) 292-8756• Fax: (801) 292-8809 • www.cbncpa.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

ForeverGreen Worldwide Corporation

(formerly Whole Living, Inc.)

Orem, Utah

We have audited the accompanying consolidated balance sheets of ForeverGreen Worldwide Corporation (formerly Whole Living, Inc.) as of December 31, 2007 and 2006, and the related consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the years ended December 31, 2007 and 2006.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor have we been engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of ForeverGreen Worldwide Corporation (formerly Whole Living, Inc.) as of December 31, 2007 and 2006, and the consolidated results of its operations and cash flows for the years ended December 31, 2007 and 2006 in conformity with generally accepted accounting principles in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 15, the Company has a working capital deficiency, and has had negative cash flows from operations and recurring operating losses since inception, with the exception of the current year, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in those matters are also described in Note 15.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC

Bountiful, Utah

March 19, 2008

8

ForeverGreen Worldwide Corporation
Formerly Whole Living, Inc.
Consolidated Balance Sheets
					December 31,		December 31
					2007		2006
ASSETS							,
CURRENT ASSETS
		Cash and cash equivalents		$	20,382	$	97,660
		Accounts receivable, net			-		237,196
		Prepaid expenses			277,186		153,128
		Inventory			946,327		1,335,689
		Total Current Assets			1,243,895		1,823,673
PROPERTY AND EQUIPMENT, net					533,989		496,986
OTHER ASSETS
	Deposits and other assets				98,482		103,216
	Trademarks, net				43,639		5,250
	Customer base, net				770,310		855,900
	Goodwill				12,799,081		12,799,081
	Total Other Assets				13,711,512		13,763,447
			TOTAL ASSETS	$	15,489,396	$	16,084,106

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

9

ForeverGreen Worldwide Corporation
Formerly Whole Living, Inc.
Consolidated Balance Sheets - Continued
			December 31,		December 31
			2007		2006
LIABILITIES AND STOCKHOLDERS’ EQUITY					,
CURRENT LIABILITIES
	Accounts payable	$	899,129	$	1,432,593
	Accrued expenses and other accrued liabilities		1,148,295		1,463,878
	Current portion of notes payable		1,555		1,339
	Current portion of notes payable – related parties		-		2,675,076
	Total Current Liabilities		2,048,979		5,572,886
LONG-TERM DEBT
	Notes payable – related parties		-		1,254,596
	Notes payable		27,973		29,560
	Total Long-Term Debt		27,973		1,284,155
	Total Liabilities		2,076,952		6,857,041
COMMITMENTS			-		-
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 and 11,908,328 shares
	issued and outstanding		13,904		11,909
	Additional paid-in capital		30,668,761		26,541,052
	Foreign currency translation		10,308		-
	Accumulated deficit		(17,280,529)		(17,325,896)
	Total Stockholders' Equity		13,412,444		9,227,065
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	15,489,396	$	16,084,106

-

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

10

	ForeverGreen Worldwide Corporation
	formerly Whole Living, Inc.
	Consolidated Statements of Operations and Comprehensive Income
					For the years ended
					December 31,
					2007		2006
REVENUES, net				$	22,699,525	$	3,491,671
COST OF SALES, net					16,298,596		2,862,792
GROSS PROFIT					6,400,929		628,879
OPERATING EXPENSES
	Salaries and wages				3,835,547		1,006,065
	Professional fees				696,489		483,948
	General and administrative				1,526,265		335,659
	Depreciation and amortization				286,207		135,833
			Total Operating Expenses		6,344,508		1,961,505
NET OPERATING INCOME (LOSS)					56,421		(1,332,626)
OTHER INCOME (EXPENSE)
	Other income and (expense), net				-		(103,421)
	Loss on ForeverGreen investment				-		(53,933)
	Change in fair value of derivative liability				-		145,000
	Gain on Lawsuit				-		237,196
	Gain/(Loss) on Sale of Fixed Assets				(4,928)		-
	Interest (net)				(6,126)		(136,662)
			Total Other Income (Expense)		(11,054)		88,180
Income (loss) from continuing operations before income tax provision					45,367		(1,244,446)
Income Tax Provision (Benefit)					-		-
NET INCOME (LOSS)				$	45,367	$	(1,244,446)
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE				$	0.00	$	(0.19)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING					13,632,562		6,568,788
	A Summary of the components of other comprehensive income (loss) for the
	fiscal years ended December 31, 2007 and 2006 are as follows:
		Net Income (Loss)		$	45,367	$	(1,244,446)
		Other Comprehensive Income (Loss)			10,308		-
		Comprehensive Income (Loss)		$	55,675	$	(1,244,446)

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

11

_______________________________________________________________________

ForeverGreen Worldwide Corporation
formerly Whole Living, Inc.
Consolidated Statements of Stockholders' Equity
For the period January 1, 2006 through December 31, 2007
								Additional				Other
	Preferred Stock			Common Stock				Paid-in		Accumulated		Comprehensive		Prepaid
	Shares		Amount	Shares		Amount		Capital		Deficit		Income		Expenses
Balance, January 1, 2006	-	$	-	5,351,112	$	5,351	$	14,995,399	$	(16,081,450)	$	-	$	(53,070)
Shares issued for services
at $2.025 per share	-		-	50,000		50		101,200		-		-		-
Shares issued for 23% investment
in ForeverGreen  International, LLC
at $1.80  per share	-		-	1,266,667		1,267		2,278,733		-		-		-
Shares issued for remaining 77%
investment in ForeverGreen
International, LLC at $1.75 per share	-		-	5,240,549		5,241		9,165,720		-		-		-
Amortization of prepaid expenses	-		-	-		-		-		-		-		53,070
Net loss for the year ended
December 31, 2006	-		-	-		-		-		(1,244,446)		-		-
Balance, December 31, 2006	-		-	11,908,328		11,909		26,541,052		(17,325,896)		-		-
Shares issued for services
at $1.60 per share	-		-	45,000		45		71,955		-		-		(54,474)
Shares issued for services
at $1.60 per share	-		-	22,500		22		35,978		-		-		-
Shares issued to retire related
party notes at $2.00 per share	-		-	1,928,186		1,928		4,008,698		-		-		-
Forgiveness of related party debt	-		-	-		-		11,078		-		-		-
Amortization of prepaid expenses	-		-	-		-		-		-		-		54,474
Foreign currency translation	-		-	-		-		-		-		10,308		-
Net income for the year ended
December 31, 2007	-		-	-		-		-		45,367		-		-
	-	$	-	13,904,014	$	13,904	$	30,668,761	$	(17,280,529)	$	10,308	$	-

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

12

	ForeverGreen Worldwide Corporation
	Formerly Whole Living, Inc.
	Consolidated Statements of Cash Flows
				For the years ended
				December 31,
				2007		2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	45,367	$	(1,244,446)
Adjustments to reconcile net loss to net cash used in operating activities
	Depreciation and amortization			286,207		135,833
	Common stock issued for services rendered			108,000		101,250
	Change in fair value of derivative liability			-		(145,000)
	Loss on investment in ForeverGreen			-		53,933
	Loss on sale of property and equipment			4,928		-
Changes in operating assets and liabilities:
(Increase) decrease in operating assets
	Accounts receivable			237,196		(236,297)
	Prepaid expenses			(124,058)		17,211
	Inventory			389,362		(919,885)
Increase (decrease) in operating liabilities
	Accounts payable and accrued expenses			(756,301)		1,502,244
		Net Cash Provided by/ (Used in) Operating Activities		190,701		(735,157)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash received on sale of property & equipment			4,000		-
	Cash paid for trademarks			(41,897)		-
	Deposits			4,734		20,540
	Cash acquired from investment in ForeverGreen International, LLC			-		27,739
	Purchases of property and equipment			(243,753)		(65,288)
		Net Cash (Used in) Investing Activities		(276,916)		(17,009)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from notes payable - related parties			-		1,594,700
	Payments on notes payable - related parties			(1,371)		(771,257)
		Net Cash (Used in)/ Provided by Financing Activities		(1,371)		823,443
		Effect of Foreign Currency on Cash		10,308		-
NET INCREASE (DECREASE) IN CASH				(77,278)		71,277
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD				97,660		26,383
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$	20,382	$	97,660
SUPPLEMENTAL CASH FLOW INFORMATION
	Cash Paid for Interest		$	2,128	$	137,541
	Cash Paid for Taxes		$	-	$	-
NON-CASH FINANCING ACTIVITIES
	Common Stock Issued for Services Rendered		$	108,000	$	101,250
	Common Stock Issued for Relief of Debt		$	4,010,626	$	-

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

13

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Organization

The Company was incorporated on November 25, 1998 in the state of Utah.  On November 30, 1998, Whole Living, Inc. acquired the assets, leases, product line and name of Brain Garden, L.L.C., a Utah limited liability company engaged in the marketing and distribution of various natural food products, oils and bath salts.  The Company did business under the name of Brain Garden, and maintained its headquarters in Provo, Utah.

On November 30, 1998, the Company acquired many of the assets, lease obligations and much of the product line of Brain Garden.  The acquisition was recorded using the purchase method of a business combination.  Intangible assets such as distributor down lines, customer lists and product name identifications were recorded in the acquisition in the amount of $43,294 and were amortized over 60 months.  The Company paid $283,800 for the purchase of Brain Garden assets, and assumed leases in the amount of $14,500.  The Company also assumed an operating lease for office space which expired during 1999.  

On May 24, 1999 the Company entered into an agreement to merge with Whole Living, Inc. a Nevada Corporation (WLN) which was a non-operating public company with cash of $150,000 and a note receivable of $650,000 from Whole Living, Inc. (Utah) for funds advanced in contemplation of the merger.  Pursuant to the merger, WLN issued 400,000 post-reverse split shares of common stock to the shareholders of the Company for all outstanding stock of the Company.  The merger was recorded as a reverse merger, with Whole Living, Inc. (Utah) being the accounting survivor.  A reverse merger adjustment was made to the books of the Company to reflect the change in capital to that of WLN.  No goodwill or intangible assets were recorded in the reverse acquisition.   

In March 2002, the Company incorporated Brain Garden, Inc. as a wholly owned subsidiary.  The assets of the Company were subsequently transferred to Brain Garden.

On January 13, 2006 the Company entered into an agreement whereby it exchanged 1,266,667 shares of its post-reverse split common stock for a 23% interest in ForeverGreen International, LLC. a privately held company.  This acquisition is accounted for on the equity method of accounting.  As part of this reorganization the officers and directors of the Company resigned and officers of ForeverGreen International, LLC were appointed as officers of the Company.

14

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

ForeverGreen International, LLC was organized on February 19, 2003 in the state of Utah.  The Company engages in the marketing and distribution of chocolate and various natural food products, oils and bath salts.  In August 2005 the Company introduced FrequenSea, a nutritional beverage which includes marine phytoplankton, which helped the Company to increase sales dramatically.  ForeverGreen International, LLC does business under the name of ForeverGreen International, and maintains its headquarters in Orem, Utah.

In conjunction with the January 13, 2006 acquisition the Board of Directors of the Company approved a 15:1 reverse split of its common shares, which was subsequently completed in February, 2006.

The companies operated under common management to distribute the products of both companies jointly as though from one company. The combined operation subsequently combined their product lines and created a new unified catalog.

On October 15, 2006, Whole Living, Inc. entered into an agreement to Purchase the remaining 77% interest of ForeverGreen International, LLC and to formally merge with Brain Garden Inc., a wholly owned subsidiary of Whole Living, Inc., to become effective December 31, 2006.  They announced they would change the combined company name to ForeverGreen Worldwide Corporation.  The combined company sells products in the United States, Canada, Australia, New Zealand, Singapore, Japan, United Kingdom, the Netherlands, and Germany and currently has plans to expand into other areas of the world.   Whole Living, Inc. changed its name to ForeverGreen Worldwide Corporation in December 2006.

During the last quarter of 2007, the company began operations in Mexico.

b. Recognition of Revenue

Revenues and costs of revenues from services are recognized during the period in which the services are provided.  The Company applies the provisions of SEC Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition in Financial Statements ("SAB 104"), which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. SAB 104 outlines the basic

15

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to monthly contracted amounts for services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectibility is reasonably assured.

The Company’s source of revenue is from the sale of various food and other natural products.  The Company recognizes the sale upon shipment of such goods.  The Company offers a 100% satisfaction guarantee against defects for 30 days after the sale of their product.  The Company extends this return policy to its distributors for a 30 day period and the consumer has the same return policy in effect against the distributor.  Returns are less than 0.2% of sales for both periods presented.  Revenues are reported net of returns.  All conditions of FASB 48 are met and the revenue is recorded upon sale, with an estimated accrual for returns where material.   

Members are required to pay for products prior to shipment. Accordingly, we seldom carry accounts receivable and any balances carried would be minimal. Distributors typically pay for products in cash, by wire transfer or by credit card.  

c. Principles of Consolidation

The December 31, 2006 consolidated balance sheet includes the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries ForeverGreen International LLC (Utah) and Brain Garden.  All intercompany transactions and balances have been eliminated in the consolidation.  The 2006 statement of operations include the books of Whole Living, Inc. and its wholly owned subsidiary Brain Garden.   The statement of operations also contains the effects of the 23% ownership of ForeverGreen International, LLC.

The December 31, 2007 consolidated balance sheet and statement of operations includes the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries ForeverGreen International LLC (Utah) and Brain Garden.  All intercompany transactions and balances have been eliminated in the consolidation.

16

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

d. 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.

	December 31,
	2007	2006
Income (Loss) Numerator	$                    45,367	$             (1,244,446)
Shares (Denominator)	13,594,948	6,568,788
Per Share Amount	$                        0.00	$                      (0.19)

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

e. Provision for Income Taxes  

The provision for income taxes consists of the following:

	2007	2006
Current	$                              -	$                            -
Federal	-	-
State	-	-
	-	-
Deferred
Federal	-	-
State	-	-
	-	-
Total income tax expense (benefit)	$                              -	$                            -

17

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

The income tax provision reconciled to the tax computed at the federal statutory rate of 34% as follows:

Income Tax at federal statutory rate	$                15,425	$           (423,112)
State income tax benefit	5,306	(41,067)
Non-deductivle expenses	39,247	-
Change in estimate from prior year	(62,493)	(105,821)
Change in valuation allowance	2,515	570,000
	-	-
Deferred tax assets (liabilities) are as follows:
Current
Inventory reserves	40,468	-
Accrued vacation	36,624	-
	77,092	-
Long-tem
Depreciation and amortization	(15,655)	-
Net operating loss carryforwards	5,951,078	6,010,000
	5,935,423	6,010,000
Total deferred tax assets	6,012,515	6,010,000
Valuation Allowance	(6,012,515)	(6,010,000)
	$                         -	$                        -

The Company assesses the need for a valuation allowance against its deferred income tax assets at December 31, 2007.  Factors considered in this assessment include recent and expected future earnings and the Company’s liquidity and equity positions.  As of December 31, 2007 and 2006, the Company has determined that a valuation allowance is necessary against the entire amount of its net deferred income tax asset.

18

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

As of December 31, 2007, the Company has net operating loss carryforwards of approximately $16,000,000.  These carryforwards are available to offset future taxable income, if any, and begin to expire in 2019.  The utilization of the net operating loss carryforwards is dependent upon the tax laws in effect at the time the net operating loss carryforwards can be utilized and may be significantly limited based on ownership changes as set forth in the Internal Revenue Code.  The management  elected a conservative position for the income tax related to December 31, 2007 and did not estimate the utilization of the NOL but elected to completely allow for the available total deferred tax.

f. Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

g. Property and Equipment

Expenditures for property and equipment and for renewals and betterments, which extend the originally estimated economic life of assets or convert the assets to a new use, are capitalized at cost. Expenditures for maintenance, repairs and other renewals of items are charged to expense. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts, and any gain or loss is included in the results of operations.

The provision for depreciation is calculated using the straight-line method over the estimated useful lives of the assets.  Depreciable asset lives range from 3 to 7 years with leasehold improvements being depreciated over the lesser of the term of the lease or the life of the improvements.  Depreciation expense for the period ended December 31, 2007 and 2006 is $282,700, and $135,833, respectively.

In accordance with Financial Accounting Standards Board Statement (FASB) No.144, the Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount.   At December 31, 2006, the company did an analysis of the combined assets and made an adjustment to the property and equipment for assets that no-longer had

19

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

value to the corporation and which were fully depreciated.  The aggregate amount of this adjustment is $963,097 for both the fixed assets and accumulated depreciation to remove those assets and the applicable accumulated depreciation associated with them.  There was no affect on the income statement or the net value of the fixed assets or total assets as a result of this adjustment.  The company did continuing analysis for the period ended December 31, 2007 and determined no adjustment to long term assets was needed.

h. Internal Use Software

In Compliance with American Institute of Certified Public Accountants Statement of Position (“SOP) 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, the Company expenses costs incurred in the preliminary project stage and, thereafter, capitalizes costs incurred in developing or obtaining internal use software and includes them in property and equipment, net.  Certain costs, such as maintenance and training, are expensed as incurred.  Capitalized costs are amortized over a period on not more than three years using straight-line method.  Total capitalized software costs at December 31, 2007 is $53,837.

i. Inventory

Inventory is recorded at the lower of cost or market and valued on a first-in, first-out basis. Inventory consists primarily of consumable food products and ingredients.  Food products are discarded as they reach the expiration dates, because the food products are made with natural foods containing a minimum of preservatives.  Non-food products are reviewed periodically to determine any obsolescence and a reserve is booked when appropriate.  The products have expiration dates that range from 3 months on some of the food products to 2 years for non-food products.  On December 31, 2007 and 2006 there was an allowance for obsolete inventory in the amount of $108,493 and $41,354 respectively.

j. Fair Value of Financial Instruments

Unless otherwise indicated, the fair values of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amounts.

20

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

k. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make assumptions that affect the amounts reported in the financial statements and accompanying notes.  In these financial statements, assets, liabilities and earnings involve extensive reliance on management’s estimates. Actual results could differ from those estimates.

l. Stock Options and Warrants

On January 1, 2006, the Company adopted SFAS No. 123 (revised 2004),  “Share-Based Payment” ("SFAS 123(R)") which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in share-based payment transactions.  SFAS No. 123(R) requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period.  SFAS 123(R) supersedes Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" for periods beginning in fiscal 2006.  In March 2005, the Securities and Exchange Commission issued SAB No. 107 relating to SFAS 123(R).

SFAS 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model.  The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company's consolidated statement of operations.

m. Capital Structure

The Company has 10,000,000 shares of preferred stock authorized with no par value.  No preferred shares are issued and outstanding at December 31, 2007 and 2006.   The rights and preferences of the preferred stock will be determined by the board of directors at the time of issuance.

The Company has 100,000,000 shares of common stock authorized at $0.001 per share common value, with 13,904,014 shares issued and outstanding.  All common shares are entitled to one vote per share in all matters submitted to the shareholders.

21

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

m. Derivatives

Warrants issued that are potentially settled with free trading common stock are accounted for according to EITF Issue 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.”  Derivative liabilities are adjusted to fair value (calculated using the Black-Scholes method) at each balance sheet date and are reassessed to determine whether the warrants should be classified as a liability or equity.  The corresponding fair value adjustment is included in the consolidated statements of operations as other expenses as the value of the warrants increases from an increase in the Company’s stock price at the balance sheet date and as other income as the value of the warrants decreases from a decrease in the Company’s stock price.  The company recognized a gain on the change in fair value of derivative liabilities of $0 and $145,000 in the years ended December 31, 2007 and 2006 respectively.

n. Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents.  The Company places its cash and cash equivalents at well-known, quality financial institutions.  At times, such cash and investments may be in excess of the FDIC insurance limit.  The accounts are insured by the Federal Deposit Insurance Corporation up to $100,000 each.  The amounts held for the Company regularly exceed that amount.

The company has an agreement with one vendor that supplies 100% of a significant ingredient that is included in several top selling products.  It could decrease sales significantly if that vendor were to discontinue the supply of this ingredient.     There are other providers of that ingredient in the world, however, the Company considers this provider to have the very best quality, which is nutritionally superior to other sources of this ingredient, and has no intention of obtaining it from any other provider.

22

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

o. Equity Instruments

The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of EITF Issue No. 96-18, "Accounting for Equity Instruments That are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services" and EITF Issue No. 00-18, "Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees." The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete.  In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement. In accordance with EITF Issue No. 00-18, an asset acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments should not be presented or classified as an offset to equity on the grantor's balance sheet once the equity instrument is granted for accounting purposes.  The Company recognized $0 and $101,250 for the periods ended December 31, 2007 and 2006 respectively.

p. Intangible Assets

Intangible assets consist of patent and trademark costs.  Patent costs are costs incurred to develop and file patent applications.  Trademark costs are costs incurred to develop and file trademark applications.  If the patents or trademarks are approved, the costs are amortized using the straight-line method over the estimated lives of 7 years for patents and 10 years for trademarks.  Unsuccessful patent and trademark application costs are expensed at the time the application is denied.  Management assesses the carrying values of long-lived assets for impairment when circumstances warrant such a review.  In performing this assessment, management considers current market analysis and appraisal of the technology, along with estimates of future cash flows.  The Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the amount of unamortized assets.

23

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 1 -

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(Continued)

The Company capitalizes legal fees incurred to register trademarks for its products.  Trademarks consist of the following for the period ended December 31, 2007:

Trademarks	$                     47,147
Less accumulated amortization	(3,508)
Net Trademarks	$                     43,639

There was amortization expense for the years ended December 31, 2007 and 2006 were $3,508 and $0, respectively.

NOTE 2 -

PROPERTY AND EQUIPMENT

The Company capitalizes the purchase of equipment and fixtures for major purchases in excess of $1,000 per item.  The Company capitalizes the purchase of equipment and fixtures for major purchases in excess of $1,000 per item.  Software is being developed to support our long term accounting and operational needs according to the guidelines in SOP 98-1 and accordingly no depreciation is being taken on $53,837 of capitalized software.  Property and equipment consists of the following at December 31, 2007:

Leasehold improvements		$                   80,355
Office furniture & fixtures		177,690
Equipment		446,234
Vehicles		56,548
Computer equipment		470,254
Computer software		279,665
Computer software - Capitalized		53,837
	Total Assets	1,564,583
Accumulated depreciation		(1,030,594)
	Total Property & Equipment	$                  533,989

Depreciation expense for the years ended December 31, 2007 and 2006 were $282,700 and $135,833, respectively.

24

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 3 –

ACCRUED EXPENSES

Accrued expenses consist of the following at December 31, 2007:

Distributor liabilities	$             668,920
Accrued employee benefits	121,571
Accrued royalty payable	97,152
Accrued audit fees	48,000
Accrued bank charges	44,874
Other accrued liabilities	167,778
Total Accrued Expense	$          1,148,295

NOTE 4 -

LONG-TERM LIABILITIES

Long term liabilities are detailed in the following schedules as of December 31, 2007:

Note payable to Wells Fargo Bank bearing interest
At 7%, principal and interest due monthly, matures
August, 2019, secured by asset	$              29,528
Less current portion of Notes payable	(1,555)
Net Long-Term Liabilities	$              27,973

Accrued interest for the periods ended December 31, 2007 and 2006 were $0 and $0, respectively.

Future minimum principal payments on notes payable are as follows at December 31, 2007:

2008	$                1,555
2009	1,675
2010	1,805
2011	1,945
2012	2,097
Thereafter	$             20,451

25

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 5 –

OPERATING LEASES

The Company has three building leases for office, warehouse and production space in Orem, Utah.  The office lease for $5,784 per month began January 1, 2005 and expires December 31, 2009 with provisions for an automatic 5 year extension.  The warehouse lease for $7,500 per month began March 1, 2005 and expires February 28, 2010 with provisions for an automatic 5 year extension.  The production lease for $8,531 per month began September 1, 2006 and expires August 31, 2013 with provisions for an automatic 5 year extension.   All leases have a provision for an annual increase of 3%.   The buildings the Company leases are sufficiently large enough to accommodate all of its administrative and warehouse and production needs.   The Company leases office space in Singapore on a short-term lease for approximately $7,260 per month ending April 2008.  The Company follows the guidance in the FASB Technical Bulletin No. 85-3 and records rent expense using straight-line over the life of each lease.

The Company continued to lease the warehouse portion of the Brain Garden manufacturing space on a month to month basis through August 2006.

Total Lease Commitments:

2008	341,446
2009	319,698
2010	140,573
2011	117,579
Thereafter	195,965

Rent expense for operating leases for December 31, 2007 and 2006 was $384,056 and $122,538, respectively.

NOTE 6 –

BUSINESS COMBINATIONS

On January 13, 2006 the Company entered into an agreement with a ForeverGreen International LLC whereby the Company exchanged 1,266,667 post-split shares of its common stock for a 23% interest in ForeverGreen International, LLC a privately held company.  This acquisition is accounted for on the equity method of accounting.  As part of this reorganization the officers and directors of Whole Living Inc. resigned and officers of the Company were appointed as officers of the Whole Living Inc.

26

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 6 -

BUSINESS COMBINATIONS

(Continued)

In conjunction with this acquisition the Board of Directors of the Company approved a 15:1 reverse split of its common shares, which was subsequently completed in February, 2006.  The Company and ForeverGreen International LLC blended their product lines and introduced a new product catalogue.

To move forward toward the integration of the companies, the Company entered into a letter of intent on October 27, 2006 to acquire the remaining 77% equity interest of ForeverGreen International LLC for 4,240,549 post split restricted shares of Whole Living Common Stock.  A value of $1.75 was used for the fair market value of the shares for a purchase price of $7,420,961.  Whole Living was also to acquire 100% of ForeverGreen’s preferred capital rights through the exchange of 1,000,000 post split restricted shares of Whole Living common stock to persons who hold those rights.  A value of $1.75 was used for the fair market value of the shares for a total of $1,750,000 for this issuance. On December 14, 2006 in conjunction with this agreement the Company agreed to file a certificate of amendment to the Whole Living articles of incorporation to change the corporation’s name to “ForeverGreen Worldwide Corporation,” and the customary notification of the name change was provided to NASDAQ and it effected a change of the Whole Living trading symbol on the OTC Bulletin Board to “FVRG” at the open of business on December 29, 2006.  The Company agreed to file a certificate of amendment to their articles of incorporation to establish a preferred class of stock with 10,000,000 shares authorized.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation is based upon management's best estimate of the relative fair values of the identifiable assets acquired and liabilities assumed.

Net assets acquired:
Assets Acquired	$             447,185
Goodwill	12,799,081
Net assets acquired	13,246,266
Net liabilities assumed:
Accounts payable and accrued expenses	$          1,160,029
Notes payable	1,545,109
Net liabilities assumed	2,705,138
Consideration paid	9,170,961

27

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 6 -

BUSINESS COMBINATIONS

(Continued)

Select financial information for ForeverGreen International LLC for the period ended December 2006 is as follows:

	December 31
	2006
Revenues	$           17,352,781
Cost of sales	13,073,498
Salary and wages	2,428,541
General and administration	1,216,049
Professional	732,510
Other income (expense)	(136,674)
Net income (loss)	$              (234,491)

Below is select data for the combined results of ForeverGreen Worldwide Corporation and the newly acquired ForeverGreen International LLC as if they had been together for the period ended December 31, 2006.

	December 31
	2006
Revenues	$           20,844,452
Cost of sales	15,936,290
Salary and wages	3,423,356
General and administration	1,687,541
Professional	979,262
Other income (expense)	(285,690)
Net income (loss)	$           (1,467,687)

NOTE 7 -

COMMITMENTS AND CONTINGENCIES

On March 17, 2003, Whole Living filed an action for a preliminary injunction in the United States District Court, District of Utah, Central Division against Don Tolman, a former consultant and founder of Brain Garden, LLC.  The purpose of the injunction was to stop Mr. Tolman from competing against the Company in Violation of a non-compete agreement he signed.  At a preliminary hearing on April 2, 2003, the Court issued a temporary restraining order which expired April 10, 2003.

28

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 7 -

COMMITMENTS AND CONTINGENCIES

(Continued)

On May 5, 2003, Mr. Tolman filed a counterclaim complaint against the Company in which he sought damages for payments he alleged were due and owing to him and not paid by the Company.  On August 2, 2003, the Court granted the Company a preliminary injunction against Mr. Tolman and other interested parties.  On November 29, 2004 the Court issued a memorandum decision and order finding Mr. Tolman, Mark Bowen and Think Again, Inc. doing business as Great American and Wholefood Farmacy, in contempt for violation of the preliminary injunction and granted preliminary damages of approximately $240,430.  During February 2007 the company was informed by the Bankruptcy court that they were to receive a payment in the settlement of approximately $237,196.  The Company received the funds in March 2007.

NOTE 8 –

STOCKHOLDERS’ EQUITY

During January 2006, the Company issued 50,000 post split shares of common stock to certain employees of the Company for services rendered on behalf of the Company.  Accordingly, the shares were valued at the fair market price on the date of issuance.  The Company recognized $101,250 in expense in the statement of operations, with offset accounting entries to common stock and additional paid-in-capital for $50 and $101,200 respectively.   On January 13, 2006 the Board of Directors approved a 15:1 reverse split of its common shares, which was subsequently completed in February 2006.   Throughout the notes to the financial statements all stock transactions have been retroactively restated to reflect the reverse split.

At December 31, 2006, the Company had outstanding related party notes payable and accrued interest of $4,021,704.  On February 27, 2007, the Company issued an aggregate 1,928,186 in satisfaction of $4,010,626 related party notes payable and accrued interest balances.  The remaining balance of $11,078 in related party interest was forgiven by the shareholders. In accordance with APB 26, “Early Extinguishment of Debt”, paragraph 20, the forgiveness of the interest has been recorded in the Statements of Stockholder’ equity.

During February 2007, the Company issued 67,500 shares of restricted common stock to a vendor for services rendered at $1.60 per share.

29

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 9 –

ALLOCATION OF PURCHASE CONSIDERATION IN BUSINESS COMBINATIONS

The Company accounts for its investments in its subsidiaries using the equity method of accounting.  The excess of the consideration paid for subsidiaries over the fair value of acquired tangible assets less the fair value of acquired liabilities is assigned to intangible assets and goodwill.  The Company purchased a 23% share of ForeverGreen International LLC, by issuing 1,266,667 post split shares of common stock at $1.80 per share for a value of $2,280,000.  The Company subsequently purchased the remaining 77% of ForeverGreen International LLC, by issuing 5,240,549 post split shares at $1.75 per share for a value of $9,170,961.   The Customer Base intangible was calculated using a percentage of the gross margin of ForeverGreen International LLC.  The Company will amortize the customer base over a period of ten years.  The 23% ownership in ForeverGreen International LLC, for the year resulted in an entry to other expense in the amount of $53,933. The amortization for 2007 was $85,590. The Company obtained an independent third party valuation to ascertain the amount to allocate to identifiable intangible assets, and the useful lives of those assets.  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. In accordance with SFAS 142, goodwill is not amortized and 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.

NOTE 10 -

RELATED PARTY TRANSACTIONS

During 2007 and 2006, First Equity Holdings Corp., a shareholder, loaned the Company $0 and $1,541,920, respectively.  The balance payable to First Equity Holdings Corp. at December 31, 2007 and 2006 was $0 and $2,415,461, respectively.  This note had accrued interest at a rate of 12% in the amount of $0 and $92,035 for the periods ended December 31, 2007 and 2006. December 31, 2006 notes payable to a shareholder was acquired in the amount of $1,514,210 carrying a 10% rate of interest as a part of the ForeverGreen International LLC acquisition.

At December 31, 2006, the Company had outstanding related party notes payable and accrued interest of $4,021,704.  On February 23, 2007, the Company issued an aggregate 1,928,186 in satisfaction of $4,010,626 related party notes payable and accrued interest balances.  The remaining balance of $11,078 in related party interest was forgiven by the shareholders. In accordance with APB 26, “Early Extinguishment of Debt”, paragraph 20, the forgiveness of the interest has been recorded in the Statements of Stockholder’ equity.

30

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 11 – WARRANTS

The following table summarizes the information regarding warrants at December 31, 2007 and 2006.

Warrants Outstanding at January 1, 2006		100,000
	Granted	-
	Exercised	-
	Forteited	-
Balance Outstanding at December 31, 2006		100,000
	Granted	-
	Exercised	-
	Forteited	(100,000)
Balance Outstanding at December 31, 2007		-

As of December 31, 2007 and 2006, pursuant to EITF 00-19, the Company has recognized gains on the change in valuation of derivatives of $0 and $145,000, respectively.

NOTE 12 – INVENTORY

Inventories for December 31, 2007 were classified as follows:

Finished Goods	402,122
Raw Materials	652,697
Total Inventory	1,054,819
Less Reserve for Obsolete Inventory	(108,492)
Total Inventory	946,327

NOTE 13 – SUBSEQUENT EVENTS

On March 17, 2008, our transfer agent Standard Registrar and Transfer Company filed an interpleader complaint in the Third District Court, State of Utah in and for Salt Lake County, Salt Lake Department to determine the status and ownership of ForeverGreen Share Certificate No. 5931 representing 20,000 shares of common stock.  ForeverGreen claims that the certificate should be surrendered as the shares were not paid for because adequate consideration was not received from Mr. Fifield because he resigned his employment prior to the term ForeverGreen required of him.  Mr. Fifield claims ownership of the certificate and has requested its transfer prior to ForeverGreen requesting a stop transfer on the certificate.  Mr. Fifield has not returned the certificate and this action is ongoing.  Management believes that  Mr. Fifield’s probability of 100% receipt of the shares in this action is unlikely to be successful.

31

 FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 13 –

SUBSEQUENT EVENTS

           (Continued)

During 2006 and 2007 Unique Sea Farms Limited supplied the marine phytoplankton to the Company; however, Marine Life Sciences, LLC, a Nevada limited liability company (“MLS”), acquired the worldwide rights to the exclusive blend of marine phytoplankton produced by Unique Sea Farms Limited.  On March 28, 2008 ForeverGreen International entered into an exclusive world-wide marketing agreement with Marine Life Sciences LLC (“MLS”) that provided that MLS would supply ForeverGreen International with processed marine phytoplankton for a term of five years. If the ForeverGreen International satisfies the term of the agreement for the initial five year term it will have the option to renew the agreement for an additional five years.  

Under the agreement ForeverGreen International agreed to purchase an annual quota of marine phytoplankton from MLS on an increasing schedule from 538 kilograms to 1,400 kilograms per year over the five-year term of the agreement.  The price per kilogram of the product varies according to the total kilograms purchased.  If ForeverGreen International fails to meet the annual quota it will lose the right of exclusivity or can pay the additional amount to satisfy the minimum annual quota amount.  Under the terms of the exclusive marketing agreement, MLS has the right to review and approve ForeverGreen International’s plans to expand sales and marketing in any new foreign markets.  MLS agreed to share research results and other data related to the product with ForeverGreen International and both parties agreed to protect any proprietary information related to the product for a period of five years.  Both parties agreed to indemnify the other for any claims arising out of any action taken or omission by the other.

On March 28, 2008, MLS has signed a letter of intent to complete a formalized agreement within the next ninety (90) days for the purchase of proprietary technology from ForeverGreen International.  The parties anticipate that the royalty will be thirty-five percent (35%) of the ingredient cost for the technology. We project that MLS could pay royalties of approximately $10,000 to $100,000 in the coming year depending upon completion of the formal agreement and the amount of sales.

NOTE 14 - NEW TECHNICAL PRONOUNCEMENTS

SFAS NO. 155, "ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS"

In February 2006, the FASB issued SFAS NO. 155, "ACCOUNTING FORCERTAIN HYBRID FINANCIAL INSTRUMENTS", which amends SFAS No. 133, "Accounting for Derivatives Instruments and Hedging Activities" and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities". SFAS No. 155

32

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 14 - NEW TECHNICAL PRONOUNCEMENTS  

           (Continued)

amends SFAS No. 133 to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative instrument. We do not anticipate that the adoption of this standard will have a material impact on our financial statements because we have no applicable financial instruments.

SFAS NO. 156, "ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS"

In March 2006, the FASB issued SFAS NO. 156, "ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS", which provides an approach to simplify efforts to obtain hedge-like (offset) accounting. This Statement amends FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities", with respect to the accounting for separately recognized servicing assets and servicing liabilities. The Statement (1) requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in certain situations; (2) requires that a separately recognized servicing asset or servicing liability be initially measured at fair value, if practicable; (3) permits an entity to choose either the amortization method or the fair value method for subsequent measurement for each class of separately recognized servicing assets or servicing liabilities; (4) permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by an entity with recognized servicing rights, provided the securities reclassified offset the entity's exposure to changes in the fair value of the servicing assets or liabilities; and (5) requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the balance sheet and additional disclosures for all separately recognized servicing assets and servicing liabilities. SFAS No. 156 is effective for all separately recognized servicing assets and liabilities as of the beginning of an entity's fiscal year that begins after September 15, 2006, with earlier adoption permitted in certain circumstances. The Statement also describes the manner in which it should be initially applied. The Company does not believe that SFAS No. 156 will have a material impact on its consolidated financial statements.

SFAS NO. 157, "FAIR VALUE MEASUREMENTS"

In September 2006, the FASB issued SFAS No. 157, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  

33

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 14 - NEW TECHNICAL PRONOUNCEMENTS

(Continued)

This Statement applies to other accounting pronouncements that require or permit fair value measurements.  This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.  The Company does not anticipate any material impact on its consolidated financial statements upon the adoption of this standard.

SFAS NO. 158, "EMPLOYERS' ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS"

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132-R."  SFAS No. 158 requires an entity to recognize in its statement of financial condition the funded status of its defined benefit postretirement plans, measured as the difference between the fair value of the plan assets, and the benefit obligation.  SFAS No. 158 also requires an entity to recognize changes in the funded status of a defined benefit postretirement plan within accumulated other comprehensive income, net of tax, to the extent such changes are not recognized in earnings as components of periodic net benefit cost.  SFAS No. 158 is effective as of the end of the fiscal year ending after December 15, 2006.  The Company does not expect that the adoption of SFAS No. 158 will have a material effect on the Company's financial condition, results of operations, or cash flows because the Company has no defined benefits plans.

SFAS NO. 159, “THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES “

In February 2007, the FASB issued FAS  159, The Fair Value Option for Financial Assets and Financial Liabilities, or FAS 159. FAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. FAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the fiscal year beginning on or before November 15, 2007, provided the provisions of FAS 157 are applied. We will adopt FAS 159 on January 1, 2008. We are evaluating FAS 159 and have not yet determined the impact the adoption, if any, will have on our consolidated financial statements.

34

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 14 - NEW TECHNICAL PRONOUNCEMENTS

(Continued)

SFAS NO. 141(R),  “BUSINESS COMBINATIONS” 

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree and recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase.  SFAS No. 141(R) also sets forth the disclosures required to be made in the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, the Company will adopt this standard in fiscal 2009.  The Company is currently evaluating the potential impact of the adoption of SFAS 141(R) on its consolidated financial statements.

SFAS NO. 160, “NONCONTROLLING INTEREST IN CONSOLIDATING FINANCIAL  STATEMENTS”

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as non-controlling interests (NCI) and classified as a component of equity. This new consolidation method will significantly change the accounting for transactions with minority interest holders.  SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements of SFAS 160 shall be applied prospectively.  SFAS 160 is effective for fiscal years beginning after December 15, 2008 and, as such, the Company will adopt this standard in fiscal 2009.  The Company is currently evaluating the potential impact of the adoption of SFAS 160 on its consolidated financial statements.

NOTE 15 – GOING CONCERN

Our financial statements have been prepared using accounting principles generally accepted in the United States of America generally applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Accordingly, our consolidated financial statements do not include any adjustments related to the recoverability of assets or classification of liabilities that might be necessary should we be unable to continue as a going concern.  At

35

FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Consolidated Financial Statements

NOTE 15 – GOING CONCERN

            (Continued)

December 31, 2007 our current liabilities exceeded our current assets.  We have incurred substantial losses in prior years and used substantial cash in operations in prior years.  At December 31, 2007 our cash balance was $20,382.  Although the Company had income for the first time in the current year, we do not feel that it was substantial enough to alleviate the uncertainty related to a going concern, considering our negative working capital of approximately $800,000 in 2007 as compared to approximately $2,900,000 in 2006.

The Company relies solely on their operations to meet their obligations.  During the year we issued shares of our common stock to alleviate approximately $4,000,000 in notes payable obligations, which resulted in the Company becoming relatively debt free.  The Company continues to implement cost cutting measures to improve earnings potential, as well as, focusing on increasing revenues from the sales of their products.  

.

36

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

No.

Description

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)

10.4

Agreement between ForeverGreen International LLC and Marine Life Sciences LLC, dated March 28, 2008 (Filed April 7, 2008)

21.1

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

31.1

Chief Executive Officer Certification

31.2

Chief Financial Officer Certification

32.1

Section 1350 Certification

37

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized

ForeverGreen Worldwide Corporation

By:  /s/  Ronald K. Williams : Ronald K. Williams, President


Date:  January 14, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/    Ronald K. Williams Ronald K. Williams Chairman of the Board, President and Chief Executive Officer	Date:   January 14, 2009
By:  /s/   Paul T. Frampton Paul T. Frampton Chief Financial Officer and Treasurer	Date:   January 14, 2009
By:  /s/   Chris L. Patterson Chris L. Patterson Secretary and Chief Operating Officer	Date:   January 14, 2009

38

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Ronald K. Williams, certify that:

1.

I have reviewed this annual report on Form 10-K of ForeverGreen Worldwide Corp.;

2.

Based on my knowledge, this 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 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 registrant as of, and for, the periods presented in this report.

4.

The registrant’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))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’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

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

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date:   January 14, 2009 /s/ Ronald K. WIlliams Ronald K. 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 annual report on Form 10-K of ForeverGreen Worldwide Corp.;

2.

Based on my knowledge, this 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 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 registrant as of, and for, the periods presented in this report.

4.

The registrant’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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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 registrant, 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)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

(c) Evaluated the effectiveness of the registrant’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

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

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date:  January 14, 2009
/s/ Paul T, Frampton Paul T. Frampton Chief Financial Officer

EX-32.1

Exhibit 32.1

ForeverGreen Worldwide Corp.

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 Corp. certify pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

*

the annual report on Form 10-K of the Company for the year ended December 31, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

*

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

Date:  January 14, 2009

/s/ Ronald K. Williams Ronald K. Williams Chief Executive Officer


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