UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

[X]

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

For the fiscal year ended December 31, 2012

OR

[  ]

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

For transition period ___ to ____

Commission file number: 000-26973

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 Act:  None

Securities registered under Section 12(g) of the 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 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   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.  [X]

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 5,043,588 shares of the registrant’s voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold ($0.14) on the last business day of its most recently completed second fiscal quarter (June 29, 2012) was approximately $706,102.

The number of shares outstanding of the registrant’s common stock as of June 17, 2013 was 15,212,141.

Documents incorporated by reference:  None

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TABLE OF CONTENTS

PART II

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

4

Item 8.  Financial Statements and Supplementary Data

8

Item 9A.  Controls and Procedures

29

PART IV

Item 15.  Exhibits, Financial Statement Schedules

30

Signatures

31

EXPLANATORY NOTE

During the preparation of the Company’s unaudited financial statements for the quarterly period ended March 31, 2013 the Company determined that we had understated revenue for the fiscal year ended December 31, 2012.  As a result, the Company overstated net loss by $94,659 for the year ended December 31, 2012.  Revenues increased by $94,659, accounts receivable increased by $143,064, and prepaid expenses decreased by $48,405.  Accordingly, we are filing this amended Form 10-K to restate the financial statements for the year ended December 31, 2012 to reflect the proper revenues and related adjustments.  This amended Form 10-K does not include subsequent events occurring after the original report’s filing date.

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In this annual report references to “ForeverGreen,” “the Company,” “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,” “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 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

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.

We experienced a significant increase in sales in March 2011 as compared to February 2011 primarily as the result of the introduction of our new products “VERSATIVA” which was designed to improve our business opportunity for our independent distributors.  We continue to experience sales growth trends in 2011 that have again continued into the first quarter of 2012.  We anticipate that the increase in sales will continue in the short term. The Company has simplified is message and products under the philosophy of Restoration Biology, branded as RESTORATION90. Manage believes this will allow a great ease of entry to our many products and there uses to support the body’s needs.

We introduced the FG Xpress brand in November of 2012 we have since seen the sales trend averaging 30% sales growth per month since the launch.  With this global, seamless, Not For Resale program, we were able to attract industry leaders around the world and we project great sales increases in the year of 2013.  

Our major challenge for the next twelve months will be to respond to the economic conditions and properly manage our systems and logistics centers around the world to support the demand for our products and the business opportunity.  Included in this challenge is the need to continue to create a customer service and Member satisfaction level at the highest quality.  Overcoming economic down turns will require skilled personnel, and manufacturing and shipping facilities.  Management intends to modify our operating activities, especially production and order

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fulfillment, for the current economic environment as well as prepare the Company for the upturn of demand as people continue to look for other income opportunities and choose ForeverGreen as the company they can align with for their future.

We are expanding our markets and exclusive products and we anticipate the need to expand our 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, 2012 we had cash and cash equivalents of $89,253, with a working capital deficit of $4,948,132. We recognized revenues of $12,575,375 for 2012 and recorded a net loss of $790,199 compared to $13,701,802 in revenues and a net loss of $1,459,268 for 2011.  During 2012 we financed our operations with revenues, a $100,000 revolving line of credit, a third party loan of $25,000, and three related party loans of $100,000.  Based on these factors, our independent accounting firm has expressed an opinion that there is substantial doubt as to our ability to continue as a going concern.

Management continues to negotiate better costs and terms with our key vendors to lower our cost of goods sold.  New products have been and will continue to be introduced to bolster Member recruiting and product sales.  In addition, management intends to improve our marketing plan to enhance overall profitability.  Our management will continue to scrutinize expenses related to our operating activities and order fulfillment to determine appropriate actions to take to reduce these costs; however, we cannot guarantee that we will be able to return to profitability in the short term.  

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.  

Commitments and Contingent Liabilities

Our total liabilities at December 31, 2012 were $5,908,282 compared to $5,950,954 at December 31, 2011.  The decrease is due to a decrease of accounts payable (including related parties) of $491,132, an increase in accrued expenses of $397,211, a decrease in bank overdraft of $129,711, an increase in deferred revenue of $113,085, and other small variances.  

On December 3, 2012 the Company secured a $200,000 line of credit from a third party. Under the terms and conditions of the line of credit the Company can draw against the line as needed to fund operations. The line has a fixed interest rate of 10% per annum and the principle amount of all draws and outstanding interest is due and payable on or before June 30, 2013.  The note has a conversion feature that provides the creditor with the option to convert any outstanding balance of the note to the Company's restricted common shares at $0.08 per share. The line of credit is secured by the Company's assets including, but not limited to, business furniture, fixtures equipment and up to 2,500,000 restricted shares held in escrow. During the twelve months ending December 31, 2012 the Company entered into a $25,000 promissory note in exchange for cash of $14,000 and expenses paid for by a third party of $11,000 under the terms of this line of credit to fund operations.

At December 31, 2012 the Company was in default for an aggregate of $1,253,476 in notes payable and convertible notes payable.  The Company and the lenders are discussing consolidating the defaulted notes into new notes within the next six months.

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Results of Operations

The following chart summarizes the consolidated financial statements of ForeverGreen Worldwide for the years ended December 31, 2012 and 2011.  The consolidated balance sheets and statements of operations includes ForeverGreen Worldwide and its wholly-owned subsidiaries ForeverGreen International, LLC, Productos Naturales Forevergreen Internacional en Mexico S.A. de C.V., FVGR Colombia S.A.S., 3-101-607360 S.A. (a Costa Rican corporation), ForeverGreen Chile SpA, Forevergreen (Aust & NZ) Pty, Ltd, and ForeverGreen Singapore.  The following chart is a summary of our financial statements for those periods and should be read in conjunction with the financial statements, and notes thereto, included with this report at Part II, Item 8, below.

	Year ended December 31
	2012	2011
SUMMARY OF BALANCE SHEET	(Restated)
Cash and cash equivalents	$    89,253	$        223,099
Total current assets	942,149	1,631,143
Total assets	1,488,234	2,326,010
Total current liabilities	5,890,281	5,929,807
Long-term debt	18,001	21,147
Total liabilities	5,908,282	5,950,954
Accumulated deficit	(35,363,694)	(34,573,495)
Total stockholders’ deficit	$ (4,420,048)	$  (3,624,944)

Our total assets decreased to $1,448,234 at December 31, 2012 from $2,326,010 at December 31, 2011. The decrease is primarily due to the decrease in inventory and cash and cash equivalents. Total liabilities also decreased primarily due to decreases in accounts payable and bank overdraft.

	Year ended December 31
	2012	2011
SUMMARY OF OPERATING RESULTS	(Restated)
Revenues, net	$   12,575,375	$  13,701,802
Cost of sales	8,637,659	11,319,292
Gross profit	3,937,716	2,382,510
Total operating expenses	4,188,994	3,611,207
Net operating loss	(251,278)	(1,228,697)
Total other expense	(538,921)	(230,571)
Income tax provision	–	_
Net loss	(790,199)	(1,459,268)
Net loss per share (basic and diluted)	$           (0.05)	$         (.10)

We experienced a 8.22% decrease in revenues in 2012 over 2011 resulting from a slower than expected fourth quarter revenues. Our source of revenue is from the sale of various foods, other natural products, distributor sign ups and kits and freight and handling to delivery products to the distributor and customer.  We recognize revenue upon shipment of a sales order.

Gross profits increased due to reducing our two largest cost of sales expenses, commission expense and product costs as we were able to optimize pricing with our key vendors.

Cost of sales consists primarily of sales commissions paid to our distributors, the cost of procuring and packaging products, and the cost of shipping product to our international subsidiaries and warehouses and to our distributors, plus credit card sales processing fees.  Cost of sales was approximately 68.69% of revenues for 2012 compared to 82.61% of revenues for 2011.  The 2012 decrease is primarily due to reducing the amount of bonus commissions paid to distributors and decreasing our product costs.

Total operating expenses increased for 2012 compared to 2011 by $577,787. The majority of the increases came in the fourth quarter as management was growing the company for future growth in 2013. Salaries and wages along with general and administrative expenses increased due to creating a larger IT team to better customize our point of sale system to our distributor needs.  In addition, operating expenses largely increased due to recording an inventory impairment of $257,314 during 2012.

Off-balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Critical Accounting Estimates

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.  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.  

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 2012 and 2011 was $85,590 and $92,489, respectively.

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. The company did an annual analysis for the period ended December 31, 2012 and determined no adjustment to long-lived assets was needed.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FOREVERGREEN WORLDWIDE CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS (Restated)

December 31, 2012 and 2011

INDEX

Report of Independent Registered Public Accounting Firm

9

Consolidated Balance Sheets

10

Consolidated Statements of Operations and Comprehensive Income

11

Consolidated Statements of Stockholders’ Deficit

12

Consolidated Statements of Cash Flows

13

Notes to the Consolidated Financial Statements

14

8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

ForeverGreen Worldwide Corporation and subsidiaries

We have audited the accompanying balance sheets of ForeverGreen Worldwide Corporation and subsidiaries as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 is not required to have, nor were we 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 examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of ForeverGreen Worldwide Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the consolidated financial statements, the Company has suffered accumulated net losses of $35,363,694 and has had negative cash flows from operating activities during the year ended December 31, 2012 of $8,860. These matters raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

As mentioned in Note 13, the accompanying financial statements have been restated for the correction of errors relating to the Company’s understatement of revenues, accounts receivable and an overstatement of prepaid expenses during 2012.  

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

April 16, 2013,except for Notes 9 and 13, as to which the date is July 1, 2013

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ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Balance Sheets
			December 31,		December 31,
			2012		2011
ASSETS			(Restated)
CURRENT ASSETS
Cash and cash equivalents			$              89,253		$             223,099
	Accounts receivable, net		273,366		103,770
	Prepaid expenses and other assets		47,364		158,714
	Inventory		532,166		1,145,560
		Total Current Assets	942,149		1,631,143
PROPERTY AND EQUIPMENT, net			85,139		151,144
OTHER ASSETS
	Deposits and other assets		68,393		64,454
	Trademarks, net of amortization		50,193		51,319
	Customer base, net of amortization		342,360		427,950
	Total Other Assets		460,946		543,723
		TOTAL ASSETS	$         1,488,234		$          2,326,010
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Bank overdraft		$             49,875		$            179,586
	Accounts payable		874,659		1,183,101
	Accrued expenses		2,507,885		2,110,674
	Deferred Revenue		113,085		-
	Due to related parties		54,494		178,127
	Banking line of credit		97,039		100,420
	Current portion of long-term debt		2,096		1,945
	Notes payable, related parties		922,478		922,478
	Convertible notes payable, related parties		245,000		245,000
	Convertible Notes payable, unrelated parties,     net discount ($9,805 and  $0, respectively)		1,023,670		1,008,476
Total Current Liabilities			5,890,281		5,929,807
LONG-TERM DEBT
	Notes payable		18,001		21,147
	Total Long-Term Debt		18,001		21,147
		TOTAL LIABILITIES	5,908,282		5,950,954
STOCKHOLDERS' DEFICIT
	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; 15,212,141 and 14,892,141
		shares respectively issued and outstanding	15,212	14,892
	Additional paid-in capital		30,973,230	30,934,109
	Other comprehensive  loss		(44,796)	(450)
	Accumulated deficit		(35,363,694)	(34,573,495)
		Total Stockholders' Deficit	(4,420,048)	(3,624,944)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$        1,488,234	$        2,326,010

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

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ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
			For the Year Ended
			December 31,
			2012	2011
			(Restated)
REVENUES, net			$          12,575,375	$        13,701,802
COST OF SALES, net			8,637,659	11,319,292
GROSS PROFIT			3,937,716	2,382,510
OPERATING EXPENSES
	Salaries and wages		2,164,653	2,035,647
	Professional fees		453,726	406,775
	General and administrative		1,313,301	1,168,785
		Inventory impairment	257,314	--
		Total Operating Expenses	4,188,994	3,611,207
NET OPERATING LOSS			(251,278)	(1,228,697)
OTHER INCOME (EXPENSE)
	Other Loss		(3,340)	--
	Loss on settlement of liabilities		(87,364)	410
	Interest expense		(448,217)	(230,981)
		Total Other Expense	(538,921)	(230,571)
Loss from continuing operations before income tax provision			(790,199)	(1,459,268)
Income Tax Provision (Benefit)			--	--
NET LOSS			$           (790,199)	$     (1,459,268)
BASIC AND DILUTED LOSS
PER COMMON SHARE			$                 (0.05)	$(0.10)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING			14,935,857	14,892,141
COMPREHENSIVE LOSS
A summary of the components of other comprehensive (loss) for the fiscal years ended December 31, 2012 and 2011 is as follows:
Net Loss			$           (790,199)	$       (1,459,268)
Other Comprehensive Income (Loss)			(44,346)	142,230
		Comprehensive Loss	$           (834,545)	$       (1,317,038)

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

11

ForeverGreen Worldwide Corporation and subsidiaries
Consolidated Statements of Stockholders' Equity
For the years ended December 31, 2012 and 2011
											Additional				Other				Stockholder’s
	Preferred Stock					Common Stock					Paid-in			Accumulated	Comprehensive			Prepaid	Equity
	Shares		Amount	Shares				Amount	Capital			Deficit				Income		Expenses	(Deficit)
Balance, December 31, 2010	--	$       --			14,892,141		$14,892			$ 30,862,628			$ (33,114,227)			$ (142,680)	$  (39,550)		(2,418,937)
Amortization of prepaid expenses	--	--			--		--			--			--			--	39,550		39,550
Contributed capital	--	--			--		--			71,481			--			--	--		71,481
Foreign currency translation	--	--			--		--			--			--			142,230	--		142,230
Net loss for the period ended
December 31, 2011	--	--			--		--			--			(1,459,268)			--	--		(1,459,268)
Balance, December 31, 2011	--	$       --			14,892,141		$14,892			$ 30,934,109			$ (34,573,495)			$       (450)	$             --		(3,624,944)
Shares issued for services $.09 per share	--	--			320,000		320			29,121			--			--	--		29,441
Beneficial conversion on note payable	--	--			--		--			10,000			--			--	--		10,000
Foreign currency translation	--	--			--		--			--			--			(44,346)	--		(44,346)
Net loss for the period ended
December 31, 2012	--	--			--		--			--			(790,199)			--	--		(790,199)
Balance, December 31, 2012 (Restated)	--	$       --			15,212,141		$15,212			$ 30,973,230			$ (35,363,694)			$   (44,796)	$             --		(4,420,048)

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

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ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Statements of Cash Flows
			For the Years Ended December 31,
			2012	2011
			(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss			$      (790,199)	$   (1,459,268)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
	Depreciation and amortization		231,144	213,948
	Common stock issued for services rendered		29,441	--
	(Gain) loss on settlement of liabilities		87,364	--
	Expenses paid on behalf of the Company		11,000	--
	Inventory impairment		257,314	--
Changes in operating assets and liabilities:
	Accounts receivable		(168,622)	(738,086)
	Prepaid expenses		98,000	(126,744)
	Deposits and other assets		(3,800)	489,111
	Inventory		357,521	(296,198)
	Accounts payable		(367,499)	502,130
	Accounts payable – related parties		(123,633)	--
	Deferred revenue		113,085	--
	Accrued expenses		260,024	505,263
		Net Cash Used in Operating Activities	(8,860)	(909,844)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid for trademarks		(5,485)	--
	Purchases of property and equipment		(1,624)	(732)
		Net Cash Used in Investing Activities	(7,109)	(732)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments from bank overdraft		(129,711)	145,198
	Net proceeds from banking line of credit		(3,381)	100,420
	Proceeds from notes payable		6,141	--
	Payments on notes payable		(2,995)	(2,108)
	Payments on notes payable - related parties		(100,000)	(267,500)
	Proceeds from notes payable – related parties		100,000	200,000
	Proceeds from convertible note payable		14,000	776,720
		Net Cash (Used in) Provided by Financing Activities	(115,946)	952,730
		Effect of Foreign Currency on Cash	(1,931)	2,821
NET INCREASE (DECREASE) IN CASH			(133,846)	44,975
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			223,099	178,124
CASH AND CASH EQUIVALENTS AT END OF PERIOD			$          89,253	$        223,099
SUPPLEMENTAL CASH FLOW INFORMATION
Interest			$           11,092	$          18,691
Income taxes			$                 --	$                   --
NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt discount on beneficial conversion feature – convertible notes payable			$           10,000	$                   --

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

13

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

The Company was incorporated on March 18, 1999 in the state of Nevada. On November 30, 1999, 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 maintained its headquarters in Provo, Utah.

On November 30, 1999, 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, 2000 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 6,000,000 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, LLC. as a wholly owned subsidiary.

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.

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 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.

14

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

a. Organization - continued

During the last quarter of 2007, the Company began operations in Mexico. In 2009 the Company introduced a program to make its products available to more international countries. This program is called “the NFR program” NFR means not for resale and supports consumer in many countries to enjoy limited ForeverGreen products for personal use in these countries include Argentina, Austria, Barbados, Bolivia, Chile, China, Curacao Island, Colombia, Ecuador, Dominican Republic, Ghana, Greece,

Guam, Hungry, Indonesia, Ireland, Israel, Ivory Coast, Italy, Kenya, Korea, Malaysia, Morocco, Pakistan, Peru, Philippines, Poland, Portugal, Puerto Rico, South Africa, Spain, Sweden, Switzerland, Taiwan, and Trinidad.

b. Recognition of Revenue

Revenues and costs of revenues are recognized during the period in which the products are provided. The Company applies the provisions of FASB Accounting Standards Codification (“ASC”) 605-10, Revenue Recognition in Financial Statements ASC 605-10, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. ASC 605-10 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue for sale of products when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, and (iv) collectability 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 except for a few circumstances. 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 2.5% of sales for both years presented. Revenues are reported net of returns. All conditions of ASC 605-10 are met and the revenue is recorded upon sale, with an estimated allowance for returns where material.

c. Accounts Receivable

Accounts receivable arise from doing business with third party distributor centers in various locations throughout South America. The accounts receivable are made up of fees owed by the distribution centers to the Company for the right to do business in our name. The Company evaluates the need for an allowance for doubtful accounts when it is determined that collection amounts owed is unlikely. No allowance has been recorded at December 31, 2012 and 2011, accordingly.

Distributors are required to pay for products prior to shipment. Distributors typically pay for products in cash, by wire transfer or by credit card. Accordingly, the Company seldom carries accounts receivable from distributors that are not distribution centers and any balances carried would be minimal.

d. Principles of Consolidation

The consolidated balance sheets and statement of operations for the periods ended December 31, 2012 and 2011 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.

e. 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. Basic and diluted net loss per share attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Our potentially dilutive shares, which include convertible debentures, have not been included in the computation of diluted net loss per share attributable to common stockholders for all periods presented, as the results would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce net loss per share. There were 15,411 and 0 such potentially dilutive shares excluded as of December 31, 2012 and 2011.

15

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

	December 31,
	2012	2011
Income (Loss) Numerator (Restated)	$   (790,199)	$  (1,459,268)
Shares (Denominator)	14,935,857	14,892,141
Per Share Amount	$         (0.05)	$          (0.10)

f. Income Taxes

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

g. Cash and Cash Equivalents

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

h. 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.

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, 2012 and 2011 is $66,005, and $113,743, respectively.

i. Long-Lived Assets

In accordance with ASC 360-10, 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.  The Company determined no impairment adjustment was needed based on the analysis for the years ended December 31, 2012 and 2011.

j. 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, 2012 and 2011 there was an allowance for obsolete inventory in the amount of $45,660 and $27,079, respectively.

16

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

k. Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of convertible notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, 2012 and 2011.

l. 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.

m. 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 $250,000 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.

n. Equity Instruments

The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the ASC 505-50. 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.

o. Intangible Assets

Intangible assets consist of patent costs, trademark costs and the customer base. 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 of the technology and future cash flows. The Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the net carrying amount of intangible assets. No impairment was recognized accordingly, during the years ended December 31, 2012 and 2011.

p.   Deferred Revenue

The Company recognizes revenues upon the shipment of product. As of December 31, 2012, inventory was depleted causing backorders, resulting in $113,085 of deferred revenue ($-0- as of December 31, 2011).

17

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

q.  Foreign Currency Translation

The Company’s functional currency is recorded in various currencies, corresponding to the various foreign subsidiaries and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss.

r.

Recent Accounting Pronouncements

In September 2011, the FASB clarified ASC 350-20 to amend and simplify tests for goodwill impairment by permitting an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. The amendments in ASC 350-20 are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Adoption of this new guidance is not expected to have a material impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 2 – PROPERTY AND EQUIPMENT

Depreciation is computed using the straight-line method and is recognized over the estimated lives of the property and equipment. Depreciation expense was $66,005 and $113,743 for the years ended December 31, 2012 and 2011, respectively.

Property and equipment consists of the following at December 31, 2012 and 2011:

	2012	2011
Leasehold improvements	$         87,565	$           85,838
Office furniture & fixtures	191,123	187,548
Equipment	458,414	458,414
Vehicles	56,548	56,548
Computer equipment	516,749	515,170
Computer software	635,446	635,446
Total Fixed Assets	1,945,845	1,938,764
Accumulated depreciation	(1,860,706)	(1,787,620)
Property and equipment, net	$         85,139	$       151,144

NOTE 3 – ACCRUED EXPENSES

The Company recognizes revenues and expenses of those revenues upon the shipment of product. At year-end, inventory was depleted causing backorders.  The Company pays its monthly commission to our distributors on the 10^th of the following month. Due to year-end sales being on back order, the commissions paid to distributors were classified as prepaid expenses instead distributor liabilities.

18

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 3 – ACCRUED EXPENSES – CONTINUED

Accrued expenses consist of the following at December 31, 2012 and 2011:

	2012	2011
Distributor liabilities	$                -	$     440,361
Accrued employee benefits	48,178	58,689
Accrued taxes	1,351,979	1,032,382
Other accrued liabilities	1,156,133	579,242
Total	$ 2,507,885	$   2,110,674

NOTE 4 – NOTES PAYABLE

Long term liabilities are detailed in the following schedules as of December 31, 2012 and 2011:

	2012	2011
Note payable to financial institution bearing interest
At 7%, principle and interest due monthly, matures
August, 2019, secured by equipment	$  20,097	$   23,092
Less current portion of Notes payable	(2,096)	(1,945)
Net Long-Term Liabilities	$  18,001	$   21,147

Future minimum principal payments on notes payable and are as follows at December 31, 2012:

2013	$       2,096
2014	2,259
2015	2,435
2016	2,624
Thereafter	10,683
Total	$     20,097

2012 NOTES PAYABLE
AMOUNT	TYPE	CONVERSION RATE PER SHARE	ORIGINATION DATE	INTEREST RATE	DUE DATE
$ 485,000	Related party	NA	12/9/2008	10%	Due on demand
$ 437,478	Related party	NA	7/31/2009	10%	12/31/2013
$ 45,000	Convertible, Related party	.15	10/7/2010	14%	09/30/2012 *
$ 200,000	Convertible, Related party	.20	1/19/2011	14%	07/31/2012 *
$ 394,962	Convertible, Non-related	.20	1/19/2011	10%	07/31/2012 *
$ 100,000	Convertible, Non-related	.20	3/14/2011	14%	07/31/2012 *
$ 281,758	Convertible, Non-related	.20	5/26/2011	10%	07/31/2012 *
$ 231,756	Convertible, Non-related	.20	3/9/2010	15%	01/01/2012 *

All notes with an * were in default as of 12/31/12.  The Company and the lenders are discussing consolidating the defaulted notes into new notes before June 30, 2013.

19

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 4 – NOTES PAYABLE -CONTINUED

On December 3, 2012 the Company secured a $200,000 line of credit from an unrelated third party. Under the terms and conditions of the line of credit the Company can draw against the line as needed to fund operations. The line has a fixed interest rate of 10% per annum and the principle amount of all draws and outstanding interest is due and payable on or before June 30, 2013.  The note has a conversion feature that provides the creditor with the option to convert any outstanding balance of the note to the Company's restricted common shares at $0.08 per share. The line of credit is secured by the Company's assets including, but not limited to, business furniture, fixtures equipment and up to 2,500,000 restricted shares held in escrow. During the twelve months ending December 31, 2012 the Company entered into a promissory note agreement of $25,000 under the terms of the line of credit to fund its operations. The Company recognized a beneficial conversion feature discount of $10,000 of which $195 has been recognized as interest expense at December 31, 2012.

NOTE 5 – COMMON STOCK

On November 12, 2012 the Company issued 320,000 shares of restricted common stock shares at a conversion rate of approximately $0.10 per share in exchange for insurance policy of $30,605.

NOTE 6 – OPERATING LEASES

The Company has operating leases as follows:

Country	Start Date	End Date	Monthly Payments
Ecuador  Office	06/19/2012	06/19/2013	$    672
Ecuador Warehouse	10/15/2012	10/15/2013	$    112
Chile Office	05/01/2011	04/30/2012	$ 1,390  currently on a month to month basis
Colombia Office	06/15/2012	06/15/2013	$     945
Costa Rica Office	06/01/2012	05/31/2015	$  1,900
Mexico Office	04/01/2012	03/31/2014	$  2,000
US Office	11/02/2004	08/31/2013	$  9,750
US Warehouse	09/01/2006	08/31/2013	$ 10,061

Total Lease Commitments:

2013	$  241,372
2014	28,800
2015	9,500
Total	$  279,672

NOTE 7 – INTANGIBLE ASSETS

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.  On January 15, 2006 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.  On December 31, 2007 the Company 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.

20

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 7 – INTANGIBLE ASSETS – CONTINUED

The Customer base intangible was calculated using a percentage of the gross margin of ForeverGreen International LLC.  The Company is amortizing 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 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 ASC 360-10-35, intangible assets tested for impairment on an annual basis and whenever circumstances indicate that the fair value of the reporting unit may be less than the carrying amount of the intangible asset. See Note 1 (o) above for gross book value, accumulated amortization and net book value of the customer base intangible asset. No impairment was recorded as of December 31, 2012 and 2011.

The Company capitalizes legal fees incurred to register trademarks for its products. Trademarks consist of the following for the period ended December 31, 2012 and 2011:

	2012	2011
Trademarks	$   85,320	$    78,787
Less accumulated amortization	(35,127)	(27,157)
Net trademarks	$   50,193	$    51,630

The Customer Base intangible was calculated using a percentage of the gross margin of ForeverGreen International LLC. The Company amortizes the customer base over a period of ten years. The customer base consists of the following for the period ended December 31, 2012:

	2012	2011
Customer Base	$    855,900	$  855,900
Less accumulated amortization	(513,540)	(427,950)
Net Customer Base	$    342,360	$  427,950

Trademark, patent and customer based amortization expense for the years ended December 31, 2011 and 2012 were $91,894 and $93,560, respectively.

NOTE 8 – INVENTORY

During the year ended December 31, 2012 The Company impaired its inventory by $257,314 for slow moving and obsolete items. Additionally the reserve for obsolete inventory account was increased by $18,581.

Inventories for December 2012 and 2011 were classified as follows:

	2012	2011
Raw Materials	$  100,788	$      442,147
Finished Goods	477,037	730,492
Total Inventory	577,825	1,172,638
Less Reserve for Obsolete Inventory	(45,660)	(27,079)
Total Inventory (net of  reserve)	$  532,166	$  1,145,560

NOTE 9 – PROVISION FOR INCOME TAXES

The Company provides for income taxes under ASC 740, Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

21

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 9 – PROVISION FOR INCOME TAXES - CONTINUED

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.  The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:

	For the Years Ended
	December 31,
	2012 (Restated)	2011
Book income (loss) from operations	$    (294,744)	$      (496,151)
Inventory reserve	17,031	9,207
State tax benefit	(23,706)	(43,778)
Other	3,524	1,891
Employee expenses	(2,555)	(278)
Change in valuation allowance	300,450	529,109
Total provision for income taxes	$                 --	$                   --

Net deferred tax assets consist of the following components as of:

	December 31,
	2012 (Restated)	2011
Net operating loss carry forwards	$           10,480,280	$    10,175,796
Meals	4,509	(628)
Inventory reserve	17,031	18,696
Employee accruals	(2,555)	19,954
Depreciation and amortization	42,739	35,434
Valuation allowance	(10,542,004)	(10,249,252)
Net deferred taxes	$                  --	$                   --

The Company assesses the need for a valuation allowance against its deferred income tax assets at December 31, 2012. Factors considered in this assessment include recent and expected future earnings and the Company’s liquidity and equity positions. As of December 31, 2012 and 2011, the Company has determined that a valuation allowance is necessary against the entire amount of its net deferred income tax asset.

As of December 31, 2012, the Company has net operating loss carry forwards of approximately $27,489,636. These carry forwards are available to offset future taxable income, if any, and begin to expire in 2019. The utilization of the net operating loss carry forwards is dependent upon the tax laws in effect at the time the net operating loss carry forwards can be utilized and may be significantly limited based on ownership changes as set forth in the Internal Revenue Code.

Under FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the company's tax return that do not meet these recognition and measurement standards.

The Company had no liabilities for unrecognized tax benefits and the Company has recorded no additional interest or penalties.

The Company's policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits with the income tax expense. For the years ended December 31, 2012, and 2011, the Company did not recognized any interest or penalties in its Statement of Operations, nor did it have any accrued interest or penalties relating to unrecognized benefits.

The tax years 2012, 2011, 2010, 2009 and 2008 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.

22

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 10 - GOING CONCERN

The accompanying financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As reported in the accompanying consolidated financial statements the Company has a working capital deficit of $4,948,132 a net loss of $790,199 for the year ended December 31, 2012, and accumulated deficit of $35,363,694 at December 31, 2012, negative cash flows from operations, and has experienced periodic cash flow difficulties.  These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans to address and alleviate these concerns are as follows:  

The Company is reviewing the cost structure and has implemented cost saving measures that have begun to reduce overhead which have included staff reductions and salary adjustments. The Company is negotiating with its key vendors and is gaining cooperation and concessions. The Company has introduced our own in house logistic, sales and distributor software system that will reduce computer costs going forward. New products have been and will continue to be introduced to bolster Distributor recruiting and sales, and management will make improvements to the marketing plan to enhance the success that is developed. The Company intends to seek debt and equity financing as necessary.

NOTE 11 – SUBSEQUENT EVENTS

We have evaluated events occurring after the date of our accompanying balance sheets through the date the financial statements were available to be issued.  Other than the events described below, we did not identify any material subsequent events requiring adjustment to our accompanying condensed financial statements.

On January 11, 2013, the Company entered into a convertible note payable of $25,000, drawn against the $200,000 line of credit discussed in Note 4.  This agreement has the option to convert any part of this loan into the Company’s restricted common stock at a conversion rate of $0.08 per share.

On February 19, 2013, the Company entered into a convertible note payable of $28,740, drawn against the $200,000 line of credit discussed in Note 4.  This agreement has the option to convert any part of this loan into the Company’s restricted common stock at a conversion rate of $0.08 per share.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

On June 13, 2012, Environmental Research Center, a non-profit corporation, filed a complaint in the Superior Court of California, County of Orange, against ForeverGreen Worldwide Corporation and ForeverGreen International, LLC.  ForeverGreen Worldwide received service of the complaint on July 29, 2012.  The complaint alleges that the Company failed to provide health hazard warnings related to lead to consumers of its products in California.  Environmental Research Center is seeking injunctive relief, an order compelling the Company to provide the health hazard warnings to past consumers and unspecified civil penalties.  The Complaint contains two alleged causes of action. Both allege violations of Health and Safety Code §25249.5 and seek injunctive relief as well as damages of $2,500 per day for each violation alleged. The Company has engaged legal counsel to vigorously defend against these allegations.

NOTE 13—RESTATEMENT OF PREVIOUSLY AUDITED FINANCIAL STATEMENTS

During the preparation of the Company’s unaudited financial statements for the quarterly period ended March 31, 2013 the Company determined that we had understated revenue for the fiscal year ended December 31, 2012.  As a result, the Company overstated net loss by $94,659 for the year ended December 31, 2012.  Revenues increased by $94,659, accounts receivable increased by $143,064, and prepaid expenses decreased by $48,405.  Accordingly, we are restating the financial statements for the year ended December 31, 2012 to reflect the proper revenues and related adjustments.

23

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 13—RESTATEMENT OF PREVIOUSLY AUDITED FINANCIAL STATEMENTS - CONTINUED

The following tables compare the audited balance sheets and statements of operations for the year ended December 31, 2012, as contained in its Annual Report on Form 10K, filed April 16, 2013 with the restated balance sheets and statements of operations for the year ended December 31, 2012:

ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Balance Sheets
		December 31,	December 31,
ASSETS		2012	2012	Change
CURRENT ASSETS		(Restated)	(As previously filed)
	Cash and cash equivalents	$          89,253	$          89,253	$                   --
	Accounts receivable, net	273,366	130,302	143,064
	Prepaid expenses and other assets	47,364	95,769	(48,405)
	Inventory	532,166	532,166	--
	Total Current Assets	942,149	847,490	94,659
PROPERTY AND EQUIPMENT, net		85,139	85,139	--
OTHER ASSETS
	Deposits and other assets	68,393	68,393	--
	Trademarks, net of amortization	50,193	50,193	--
	Customer base, net of amortization	342,360	342,360	--
	Total Other Assets	460,946	460,946	--
	TOTAL ASSETS	$     1,488,234	$     1,393,575	$        94,659
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Bank overdraft	$          49,875	$          49,875	$                  --
	Accounts payable	874,659	796,345	78,314
	Accrued expenses	2,507,885	2,507,885	--
	Deferred Revenue	113,085	113,085	--
	Due to related parties	54,494	132,808	(78,314)
	Banking line of credit	97,039	97,039	--
	Current portion of long-term debt	2,096	2,096	--
	Notes payable, related parties	922,478	922,478	--
	Convertible notes payable, related parties	245,000	245,000	--
	Convertible Notes payable, unrelated parties,
	net discount ($9,805 and  $0, respectively)	1,023,670	1,023,670	--
Total Current Liabilities		5,890,281	5,890,281	--

(continued)

24

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 13—RESTATEMENT OF PREVIOUSLY AUDITED FINANCIAL STATEMENTS - CONTINUED

ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Balance Sheets – continued
		December 31,	December 31,
		2012	2012	Change
		(Restated)	(As previously filed)
LONG-TERM DEBT
Notes payable		$      18,001	$     18,001	$                  --
Total Long-Term Debt		18,001	18,001	--
TOTAL LIABILITIES		5,908,282	5,908,282	--
STOCKHOLDERS' DEFICIT
	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; 15,212,141
	and 14,892,141 shares respectively issued and
	outstanding	15,212	15,212	--
	Additional paid-in capital	30,973,230	30,973,230	--
	Other comprehensive  loss	(44,796)	(44,796)	--
	Accumulated deficit	(35,363,694)	(35,458,353)	94,659
	Total Stockholders' Deficit	(4,420,048)	(4,514,707)	94,659
	TOTAL LIABILITIES AND     STOCKHOLDERS' DEFICIT	$      1,488,234	$     1,393,575	$        94,659

25

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 13—RESTATEMENT OF PREVIOUSLY AUDITED FINANCIAL STATEMENTS - CONTINUED

		ForeverGreen Worldwide Corporation and Subsidiaries
		Consolidated Statements of Operations and Comprehensive Loss
			December 31,	December 31,
			2012	2012	Change
			(Restated)	(As previously filed)
REVENUES, net			$   12,575,375	$   12,480,716	$  94,659
COST OF SALES, net			8,637,659	8,637,659	--
GROSS PROFIT			3,937,716	3,843,057	94,659
OPERATING EXPENSES
		Salaries and wages	2,164,653	2,164,653	--
		Professional fees	453,726	453,726	--
		General and administrative	1,313,301	1,313,301	--
		Inventory impairment	257,314	257,314	--
		Total Operating Expenses	4,188,994	4,188,994	--
NET OPERATING LOSS			(251,278)	(345,937)	94,659
OTHER INCOME (EXPENSE)
		Other Loss	(3,340)	(3,340)	--
		Loss on settlement of liabilities	(87,364)	(87,364)	--
		Interest expense	(448,217)	(448,217)	--
		Total Other Expense	(538,921)	(538,921)	--
Loss from continuing operations before income tax provision			(790,199)	(884,858)	94,659
Income Tax Provision (Benefit)			--	--	--
NET LOSS			$   (790,199)	$    (884,858)	$   94,659
BASIC AND DILUTED LOSS PER COMMON SHARE			$          (0.06)	$          (0.05)	$       0.01
WEIGHTED AVERAGE NUMBER OF  COMMON SHARES OUTSTANDING			14,935,857	14,935,857	--
COMPREHENSIVE LOSS
	A summary of the components of other comprehensive (loss) for the fiscal years ended December 31, 2012 and 2011 is as follows:
		Net Loss	$    (790,199)	$      (884,858)	$   94,659
		Other Comprehensive Income (Loss)	(44,346)	(44,346)	--
		Comprehensive Loss	$   (834,545)	$     (929,204)	$  94,659

26

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 13—RESTATEMENT OF PREVIOUSLY AUDITED FINANCIAL STATEMENTS - CONTINUED

ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Statements of Cash Flows
		December 31, 2012	December 31, 2012	Change
		(Restated)	(As previously filed)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$   (790,199)	$   (884,858)	$   94,659
Adjustments to reconcile net loss to net cash
provided by (used in ) operating activities:
	Depreciation and amortization	231,144	231,144	--
	Common stock issued for services rendered	29,441	29,441	--
	(Gain) loss on settlement of liabilities	87,364	87,364	--
	Expenses paid on behalf of the Company	11,000	11,000	--
	Inventory impairment	257,314	257,314	--
Changes in operating assets and liabilities:
	Accounts receivable	(168,622)	(25,558)	(143,064)
	Prepaid expenses	98,000	49,595	48,405
	Deposits and other assets	(3,800)	(3,800)	--
	Inventory	357,521	357,521	--
	Accounts payable	(367,499)	(445,813)	78,314
	Accounts payable – related parties	(123,633)	(45,319)	(78,314)
	Deferred revenue	113,085	113,085	--
	Accrued expenses	260,024	260,024	--
	Net Cash Used in Operating Activities	(8,860)	(8,860)	--
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid for trademarks	(5,485)	(5,485)	--
	Purchases of property and equipment	(1,624)	(1,624)	--
	Net Cash Used in Investing Activities	(7,109)	(7,109)	--
CASH FLOWS FROM FINANCING ACTIVITIES:
	Payments from bank overdraft	(129,711)	(129,711)	--
	Net proceeds from banking line of credit	(3,381)	(3,381)	--
	Proceeds from notes payable	6,141	6,141	--
	Payments on notes payable	(2,995)	(2,995)	--
	Payments on notes payable - related parties	(100,000)	(100,000)	--
	Proceeds from notes payable – related parties	100,000	100,000	--
	Proceeds from convertible note payable	14,000	14,000	--
	Net Cash (Used in) Provided by Financing Activities	(115,946)	(115,946)	--

27

FOREVERGREEN WORLDWIDE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2012 and 2011

NOTE 13—RESTATEMENT OF PREVIOUSLY AUDITED FINANCIAL STATEMENTS - CONTINUED

ForeverGreen Worldwide Corporation and Subsidiaries
Consolidated Statements of Cash Flows – continued
		December 31, 2012	December 31, 2012	Change
		(Restated)	(As previously filed)
	Net Cash (Used in) Provided by Financing Activities	(115,946)	(115,946)	--
	Effect of Foreign Currency in Cash	(1,931)	(1,931)	--
NET INCREASE (DECREASE) IN CASH		(133,846)	(133,846)	--
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		223,099	223,099	--
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$        89,253	$          89,253	$         --
SUPPLEMENTAL CASH FLOW INFORMATION
Interest		$      11,092	$         11,092	$         --
Income taxes		$              --	$                 --	$         --
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt discount on beneficial conversion feature – convertible notes      payable.		$     10,000	$         10,000	$         --

28

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer who also acts as our principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer concluded that, as of December 31, 2012, these disclosure controls and procedures were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure.  During the year ended December 31, 2012 we were unable to timely file our December 31, 2011 annual report.  Management instigated controls and procedures to insure our reports are filed timely. In May 2013 the Company determined that we needed to restate our audited financial statements for the year ended December 31, 2012 because we had understated revenue for the fiscal year 2012.  

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible to establish and maintain adequate internal control over financial reporting.   Our Chief Executive Officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The policies and procedures include:

•

maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of  assets,

•

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with  generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

•

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

For the year ended December 31, 2012, our management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting and based upon that framework management has determined that our internal control over financial reporting was not effective for the period covered by this report.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls.  Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls over Financial Reporting

Our management determined that there were changes made in the implementation of our internal controls over financial reporting during the first quarter of 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  Due to the departure of our former Chief Financial Officer in October 2012 specific areas of ineffectiveness occurred during the fourth quarter of 2012, including:

·

Appropriate accounting system maintenance control was found to be lacking.

·

Appropriate vendor payable and expenditure control was found to be lacking.

29

·

Appropriate communications between departments was found to be lacking.

In response to this evaluation, management has taken action to institute new internal controls for subsequent reporting periods.

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)

Financial Statements

The audited financial statements of ForeverGreen Worldwide Corp. are included in this report under Item 8 on pages 8 through 28.  

(a)(2) Financial Statement Schedules

All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.

(a)(3)

Exhibits

3 (i)	Articles of incorporation, as revised (Incorporated by reference to exhibit 3.1 for Form 8-K, as amended, filed December 18, 2006)
3 (ii)	Bylaws, as revised (Incorporated by reference to exhibit 3.2 for Form 8-K, as amended, filed December 18, 2006)
10.1	Lease agreement between ForeverGreen International LLC and Rocky Mountain Development, dated July 1, 2011 (Incorporated by reference to exhibit 10.1 to Form 10-K, filed May 18, 2012)
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	Principal Financial Officer Certification
32.1	Section 1350 Certification
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

30

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:  July 1, 2013

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, Secretary, Treasurer,         Chief Executive Officer, and         Principal Financial Officer	Date:  July 1, 2013
By:  /s/ John S. Clayton         John S. Clayton         Director	Date:  July 1, 2013

31