10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

[  ]

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

EXCHANGE ACT OF 1934

For the transition period from ___ 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.)
632 NORTH 2000 WEST, SUITE 101, LINDON, UTAH          (Address of principal executive offices)	84042        (Zip Code)

(801) 655-5500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

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 number of shares outstanding of the registrant’s common stock as of May 15, 2018 was 25,692,286.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14

PART II – OTHER INFORMATION

Item 5.	Other Information	15
Item 6.	Exhibits	15
Signatures		16

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial information set forth below with respect to our consolidated statements of operations for the three-month period ended March 31, 2018 and 2017 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of results to be expected for any subsequent period.  

2

ForeverGreen Worldwide Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
				March 31, 2018		December 31, 2017
ASSETS				(Unaudited)
CURRENT ASSETS
	Cash and cash equivalents		$	192,000	$	108,112
	Restricted cash			56,673		56,976
	Accounts receivable			149,639		215,445
	Prepaid expenses and other assets			193,309		127,339
	Inventory, net			545,272		718,775
		Total Current Assets		1,136,893		1,226,647
PROPERTY AND EQUIPMENT, net				2,487,085		2,679,638
TOTAL ASSETS			$	3,623,978	$	3,906,285
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable		$	1,960,612	$	2,179,096
	Accrued expenses			2,808,088		2,429,495
	Deferred revenue			60,317		14,409
	Current portion of notes payable			22,231		101,247
	Current portion of convertible notes payable, related parties, net			1,032,872		963,577
	Current portion of convertible notes payable			781,756		781,756
		Total Current Liabilities		6,665,876		6,469,580
LONG-TERM DEBT
	Notes payable, net of current portion			593,000		658,000
	Convertible notes payable, related parties, net of current portion			1,718,000		1,718,000
	Convertible notes payable, net of current portion			3,420,716		3,416,768
TOTAL LIABILITIES				12,397,592		12,262,348
COMMITMENTS AND CONTINGENCIES				--		--
STOCKHOLDERS' DEFICIT
	Preferred stock; no stated par value; authorized 10,000,000 shares; no shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively			--		--
	Common stock, par value $0.001 per share; authorized 100,000,000 shares; 26,692,286 shares issued and 25,692,286 shares outstanding at March 31, 2018 and December 31, 2017, respectively			26,692		26,692
	Additional paid-in capital			37,118,264		37,118,264
	Treasury stock			(1,000,000)		(1,000,000)
	Accumulated other comprehensive income			274,961		401,344
	Accumulated deficit			(45,193,531)		(44,902,363)
		Total Stockholders' Deficit		(8,773,614)		(8,356,063)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	3,623,978	$	3,906,285
The accompanying notes are an integral part of these condensed consolidated financial statements

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ForeverGreen Worldwide Corporation and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
					March 31, 2018						March 31, 2017
TOTAL REVENUES, net		$			3,214,312		$				6,104,911
COST OF SALES, net					799,968						1,538,101
GROSS PROFIT					2,414,344						4,566,810
OPERATING EXPENSES
	Sales and marketing				1,282,229			2,557,168
	General and administrative				970,293			2,123,247
	Depreciation and amortization				234,229			227,857
	Total Operating Expenses				2,486,751				4,908,272
OPERATING LOSS					(72,407)				(341,462)
OTHER INCOME (EXPENSES)
	Other income (expenses)				29,805					(19,093)
	Interest expense				(248,566)					(147,251)
	Total Other Expenses				(218,761)					(166,344)
Income Taxes					--					--
NET LOSS		$			(291,168)	$				(507,806)
BASIC AND DILUTED LOSS PER COMMON SHARE		$			(0.01)	$				(0.02)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING					25,692,286					25,692,286
COMPREHENSIVE LOSS
A summary of the components of other comprehensive loss for the three-month periods ended March 31, 2018 and 2017 is as follows:
	Net Loss	$		(291,168)						(507,806)
	Other Comprehensive Income (Loss) – foreign currency translation		(126,383)							228,762
	Comprehensive Loss	$			(417,551)					(279,044)
The accompanying notes are an integral part of these condensed consolidated financial statements

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ForeverGreen Worldwide Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
						March 31, 2018				March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss				$		(291,168)		$		(507,806)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
	Depreciation					235,837				226,970
	Amortization of debt discount					93,085				--
Changes in operating assets and liabilities:
	Restricted cash					303				(92,191)
	Accounts receivable					65,806				73,417
	Prepaid expenses and other assets					(65,970)				185,600
	Inventory					173,503				289,954
	Accounts payable					(218,484)				197,229
	Deferred revenue					45,908				191
	Accrued expenses					378,593				(510,327)
		Net Cash Provided (Used) by Operating Activities				417,413				(136,963)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment					(43,284)				(23,939)
		Net Cash Used in Investing Activities				(43,284)				(23,939)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments on notes payable					(144,016)				(127,786)
	Repayments on convertible notes payable					(19,842)				(28,710)
		Net Cash Used in Financing Activities				(163,858)				(156,496)
		Effect of Foreign Currency on Cash				(126,383)				228,762
NET CHANGE IN CASH						83,888				(88,636)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						108,112				187,136
CASH AND CASH EQUIVALENTS AT END OF PERIOD				$		192,000		$		98,500
SUPPLEMENTAL CASH FLOW INFORMATION
	Cash paid for interest		$		17,084		$		93,173
	Cash paid for income taxes				--				--

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

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three-month period ended March 31, 2018 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2017 audited financial statements as reported in its Form 10-K. The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of the operating results for the full year ended December 31, 2018.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated balance sheets and statement of operations at March 31, 2018 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.

Recognition of Revenue

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company’s sources of revenue are from the sale of various food and other natural product sales and royalties earned. 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 members for a 30-day period and the consumer has the same return policy in effect against the member. Returns are less than 2.0% of sales for both years presented. Revenues are reported net of returns. All conditions of ASC 606 are met and the revenue is recorded upon sale, with an estimated allowance for returns where material.

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.

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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.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of March 31, 2018, there were 38,304,815 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive.

New Accounting Pronouncements

After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company’s financial results.

NOTE 3 – DEBT

Notes Payable

Notes payable consisted of the following as of March 31, 2018 and December 31, 2017:

Balance December 31, 2017	$      759,247
Cash additions	--
Expense additions	--
Cash payments	(144,016)
Balance March 31, 2018	$      615,231
Less current portion March 31, 2018	(22,231)
Total long-term March 31, 2018	593,000

Convertible Notes Payable

Convertible notes payable due to non-related parties consisted of the following as of March 31, 2018 and December 31, 2017:

Balance December 31, 2017, net	$     4,198,524
Cash additions	--
Expense additions	--
Cash payments	(19,842)
Conversions	--
Amortization of debt discounts	23,790
Balance March 31, 2018, net	$      4,202,472
Less current portion March 31, 2018	(781,756)
Total long-term March 31, 2018	3,420,716

Convertible Notes Payable – Related Parties

Convertible notes payable due to related parties consisted of the following as of March 31, 2018 and December 31, 2017:

Balance December 31, 2017, net	$     2,681,577
Cash additions	--
Expense additions	--
Cash payments	--
Conversions	--
Amortization of debt discounts	69,295
Balance March 31, 2018, net	$      2,750,872
Less current portion March 31, 2018	(1,032,872)
Total long-term March 31, 2018	1,718,000

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The Company leases facilities and warehouses under operating leases with terms ranging from 12 months to 120 months. The total rent expense recorded during the 3-months ended March 31, 2018 was $68,236. The future annual non-cancelable operating lease payments on these leases are as follows:

Total Lease Commitments:
2018 - remaining	$	259,185
2019		330,865
2020		339,373
2021		348,106
2022		356,831
Thereafter		1,095,455
Total	$	2,729,815

The Company has evaluated commitments and contingencies from the balance sheet date through the date the financial statements were issued and has determined that there are no such commitments and contingencies that would be a material impact on the financial statements.

NOTE 5 – INVENTORY

		March 31, 2018		December 31, 2017
Raw Materials	$	289,347	$	433,463
Finished Goods		295,925		325,312
Total Inventory		585,272		758,775
Less Reserve for Obsolete Inventory		(40,000)		(40,000)
Total Inventory (net of reserve)	$	545,272	$	718,775

NOTE 6 – 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

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normal course of business.  As reported in the accompanying consolidated financial statements, the Company has a working capital deficit of $5,528,983 and accumulated deficit of $44,193,531 at March 31, 2018, negative cash flows from operations, and has experienced 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 continues to monitor its cost structure and implements cost saving measures deemed to be effective.  The Company has initiated some new marketing initiatives to stimulate growth in its monthly revenues, which combined with some new equity financing is allowing the Company to continue to invest in its expansion plan.  This plan has involved hosting a number of industry leaders who are performing their due diligence on our Company.  Additionally, we expect we will take advantage of some international expansion opportunities.  These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis.  New products have been and will continue to be introduced to bolster Member recruiting and sales.  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 7 – SUBSEQUENT EVENTS

On April 13, 2018 the Company issued a promissory note for $75,000 to a non-related party with a 10% interest rate and a repayment date of December 31, 2018. The note holder has the option to convert the note into common stock at a conversion rate of $0.08 per share.  

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

NOTE REGARDING FORWARD LOOKING STATEMENTS

The U.S. Securities and Exchange Commission (“SEC”) encourages reporting 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.

ITEM 2.  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 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), FVGR Bolivia S.R.L., ForeverGreen Peru SAC, ForeverGreen (HK) Limited (Hong Kong), Forevergreen Peru, SAC and ForeverGreen Team B.V. (Europe).

During 2017, and into the first quarter of 2018, the Company completed its planned consolidation and restructuring of the Company, including reducing overhead costs, streamlining the Company's product offerings, reducing shipping costs, reduction of personnel and consolidating domestic and foreign warehouse and office spaces.  These strategies were directed to reduce overhead and debt, streamline domestic and international operations, improve distribution channels and consolidate the Company's product offerings.  While gross profits increased and we recorded a net loss for 2017, as well as in the 2018 first quarter, the Company is now seeing the positive impact on the Company's model and its profitability.

Four key differentiators separate ForeverGreen from our competitors in the direct sales and traditional consumer spaces.   One is our proprietary marine phytoplankton nutritional component which is sourced through exclusive strategic partnerships in both farming and processing. The second is our patent-pending Aqueous Molecular Partitioning (AMP™) technology which renders ingredients water-soluble without the use of chemicals or heat which may compromise the nutritional value or health benefits of many processed foods.  Third is our industry exclusive license agreement to the patented ingredients in KetonX™, the flagship product of the Ketopia weight management product line. Fourth is our unique global express model delivery method, enabling the Company to deliver a number of its products to many countries around the world both economically and efficiently.

During the coming year, ForeverGreen intends to empower a health-conscious global community with emphasis on self-care that necessitates mindfulness. To achieve this objective, the Company is strengthening its focus on its domestic and international Membership and consumer base by introducing a new and focused marketing effort on creating “The Total Health Experience”, which revolutionizes how people take care of their health by facilitating the convergence of the company’s nutraceuticals, advanced technologies and most complete entrepreneurial opportunity.

ForeverGreen is dedicated to its Members by continuing to give home business training and mentorship while facilitating accountability so residual income is a reality and is attractive to prospective Members. As our

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international markets mature, additional ForeverGreen products are expected to be introduced in each international market. We will seek relations with key vendors to continue developing innovative new products that are exclusive to our Members with opportunities that include a complete build-out of a Preferred Customer program.

Our major challenge for the next twelve months will be to respond to current economic conditions and to properly manage our systems and logistics centers around the world to support the demand for our products and business.

Results of Operations

The following chart summarizes the consolidated statements of operations of ForeverGreen Worldwide and subsidiaries for the three-month periods ending March 31, 2018 and 2017.

	Three-month period ended March 31,
SUMMARY OF OPERATING RESULTS	2018	% of Revenues	2017		% of Revenues
Revenues, net	$  3,214,312			$  6,104,911
Cost of sales	799,968	24.9%	1,538,101		25.2%
Gross profit	2,414,344	75.1%	4,566,810		74.8%
Selling and marketing expenses	1,282,229	39.9%	2,557,168		41.9%
General and administrative expenses	1,204,522	37.5%	2,351,104		38.5%
Total operating expenses	2,486,751	77.4%	4,908,272		80.4%
Operating loss	(72,407)	-2.3%	(341,462)		-5.6%
Total other expenses	(218,761)	-6.8%	(166,344)		-2.7%
Net loss	$    (291,168)	-9.1%	$    (507,806)		-8.3%
Net loss per share (basic and diluted)	$          (0.01)		$          (0.02)

We recognized revenues of $3,214,312 for the first quarter of 2018 compared to revenues of $6,104,911 for the first quarter of 2017.  Our source of revenues is from the sale of various foods, other natural products, member sign up fees, kits, and freight and handling to deliver products to the members and customers.

The Company experienced a 47.3% decrease in revenues for the first quarter of 2018 compared to the first quarter of 2017.  Some of the cost cutting initiatives implemented resulted in a loss of revenues, but the net effect of the changes was to put the Company in a position for improved profitability.  The decrease in revenues relates to a significant decline in the number of Members placing monthly orders due to the consolidation of our international markets and a decrease in new enrolled Members.

Cost of sales consists primarily of the cost of procuring and packaging products, shipping product, and credit card sales processing fees.  Cost of sales was approximately 24.9% of revenues for the first quarter of 2018 compared to 25.2% of revenues for the first quarter of 2017.  The 2018 decrease is primarily due to increased focus on our envelope products, which have lower shipping and storage costs.

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.  As the TransArmor™ technology is implemented in additional products, the Company expects the global express product

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mix to become a larger part of its total revenues.  With this shift to more envelope products, the Company will be able to deliver those products more inexpensively than a corresponding Farmer’s Market product.  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.

Selling and marketing expenses include sales commissions paid to our Members, special incentives, costs for incentive trips and other rewards incentives.  For the first quarter of 2018 selling and marketing expenses decreased to 39.9 % of revenues compared to 41.9% for the first quarter of 2017.  Selling and marketing expenses are commuted from the commission structure for the product sold and the commission tier the member receiving the commission is in.

General and administrative expense (inclusive of depreciation and amortization) decreased as a percentage of revenues to 37.5% in the first quarter of 2018 from 38.5% in the first quarter of 2017.  The primary decrease is due to a decrease in employee expenses in the first quarter of 2018 compared to the first quarter of 2017.

Total other expenses increased in the first quarter of 2018 compared to the first quarter of 2017 by $52,417.  The increase is due to amortization of the debt discounts recorded in interest expense in the first quarter of 2018.

Liquidity and Capital Resources

SUMMARY OF BALANCE SHEET		March 31, 2018		December 31, 2017
		(Unaudited)
Cash and cash equivalents	$	192,000	$	108,112
Total current assets		1,136,893		1,226,647
Total assets		3,623,978		3,906,285
Total current liabilities		6,665,876		6,469,580
Total liabilities		12,397,592		12,262,348
Accumulated deficit		(45,193,531)		(44,902,363)
Total stockholders’ deficit	$	(8,773,614)	$	(8,356,063)

Our total assets decreased to $3,623,978 at March 31, 2018 from $3,906,285 at December 31, 2017. The decrease is primarily due to a $173,503 decrease in inventory to keep inventory supply in line with the lower revenues, a net decrease of $192,553 in property plant and equipment, and a $65,806 decrease in accounts receivable.  All of these decreases are due to the reduced revenues in 2018.

Our total liabilities at March 31, 2018 were $12,397,592 compared to $12,262,348 at December 31, 2017.  The increase is primarily due to a $378,593 increase in accrued expenses due to increased accrued interest expense and increased deferred revenue.

At March 31, 2018, the Company had cash and cash equivalents of $192,000, a working capital deficit of 5,528,983, an accumulated deficit of $45,193,531, negative cash flows from operations, and has experienced 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.

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The Company continues to monitor its cost structure and implements cost saving measures deemed to be effective.  The Company has initiated some new marketing initiatives to stimulate growth in its monthly revenues, which combined with some new financing is allowing the Company to continue to invest in its expansion plan.  This plan has involved hosting a number of industry leaders who are performing their due diligence on our Company.  Additionally, we expect we will take advantage of some international expansion opportunities.  These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis.  New products have been and will continue to be introduced to bolster Member recruiting and sales.  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.

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

	Three-month period ended March 31,
SUMMARY OF CASH FLOWS	2018	2017
Net cash provided (used) by operating activities	$  417,413	$   (136,963)
Net cash used in investing activities	(43,284)	(23,939)
Net cash used in financing activities	(163,858)	(156,496)
Effect of foreign currency on cash	(126,383)	228,762
Net change in cash	$   83,888	$    (88,636)

The net cash provided by operating activities increased by $554,376 in the first quarter of 2018 compared to the first quarter of 2017.  This is attributable to managements cost cutting efforts during the latter part of 2017.

Net cash used in investing activities increased by $19,345 in the first quarter of 2018 compared to the first quarter of 2017.  This increase is due to the increase in software capitalization.

Net cash used in financing activities increased by $7,362 in the first quarter of 2018 compared to the first quarter of 2017.  This increase is due to the repayment of notes payable and convertible notes payable during the first quarter of 2018.

Commitments and Obligations

The Company has an agreement with one vendor, Marine Life Sciences, LLC, that supplies 100% of the marine phytoplankton included in several top selling products.  If that vendor were to discontinue the supply of this ingredient, our sales could decrease significantly. 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.  Marine Life Sciences, LLC is 50% owned by a board member.

As of March 31, 2018, the Company has $2,048,987 in debt that will be due in the next twelve months. Management anticipates it will satisfy these notes payable through increased revenues or negotiation of new payment due dates.

13

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 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 did an annual analysis for the period ended December 31, 2017 and determined no adjustment to long-lived assets was needed.

The Company adjusts its inventories to lower of cost or market. Additionally, we adjust the carrying value of our inventory based on assumptions regarding future demand for our products and market conditions. If future demand and market conditions are less favorable than management’s assumptions, additional inventory write-downs could be required. Likewise, favorable future demand and market conditions could positively impact future operating results if previously written down inventories are sold. We had obsolete and slow-moving inventories which was reserved against in the amount of $40,000 at March 31, 2018.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our Chief Executive Officer, who also acts as our Principal Financial Officer, has 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.  The disclosure controls and procedures 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 SEC’s rule and forms; and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.  Based on that evaluation, management concluded that our controls were not effective as of March 31, 2018.

The material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses.

Notwithstanding this finding of ineffective disclosure controls and procedures, we concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

14

Changes to Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the quarter ended March 31, 2018 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  

PART II – OTHER INFORMATION

ITEM 5. OTHER INFORMATION

The Board of Directors of the Company currently consists of Ronald K. Williams, John S. Clayton and George H. Brimhall II and currently there is no Chairman of the Board.

ITEM 6.  EXHIBITS

Part I Exhibits

No.	Description
31.1	Chief Executive Officer Certification
31.2	Principal Financial Officer Certification
32.1	Section 1350 Certification

Part II Exhibits

No.	Description
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 WI Commercial West Lindon LLC, dated September 29, 2015  (Incorporated by reference to exhibit 10.1 to Form 10-Q, filed November 14, 2016)
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.

15

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FOREVERGREEN WORLDWIDE CORPORATION


By:  /s/ Patrick A. Redford          Patrick A. Redford          Chief Executive Officer          Principal Financial Officer




Date:  May 15, 2018

16

EX-31

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, Patrick A. Redford, certify that:

1.

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

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:  May 15, 2018
/s/ Patrick A. Redford Patrick A. Redford Chief Executive Officer

EX-31

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Patrick A. Redford, certify that:

1.

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

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:  May 15, 2018
/s/ Patrick A. Redford Patrick A. Redford Principal Financial Officer

EX-32

Exhibit 32.1

FOREVERGREEN WORLDWIDE CORPORATION

CERTIFICATION OF PERIODIC REPORT

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

18 U.S.C. Section 1350

The undersigned executive officer of ForeverGreen Worldwide Corporation certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:

a.

the quarterly report on Form 10-Q of ForeverGreen Worldwide Corporation for the quarter ended March 31, 2018 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

b.

the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of ForeverGreen Worldwide Corporation.

Date:  May 15, 2018
/s/ Patrick A. Redford Patrick A. Redford Chief Financial Officer Principal Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 15, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	FOREVERGREEN WORLDWIDE CORP
Entity Central Index Key	0001091983
Trading Symbol	fvrg
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,692,286
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1

XML

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 192,000	$ 108,112
Restricted cash	56,673	56,976
Accounts receivable	149,639	215,445
Prepaid expenses and other assets	193,309	127,339
Inventory, net	545,272	718,775
Total Current Assets	1,136,893	1,226,647
PROPERTY AND EQUIPMENT, net	2,487,085	2,679,638
TOTAL ASSETS	3,623,978	3,906,285
CURRENT LIABILITIES
Accounts payable	1,960,612	2,179,096
Accrued expenses	2,808,088	2,429,495
Deferred revenue	60,317	14,409
Current portion of notes payable	22,231	101,247
Current portion of convertible notes payable, related parties, net	1,032,872	963,577
Current portion of convertible notes payable	781,756	781,756
Total Current Liabilities	6,665,876	6,469,580
LONG-TERM DEBT
Notes payable, net of current portion	593,000	658,000
Convertible notes payable, related parties, net of current portion	1,718,000	1,718,000
Convertible notes payable, net of current portion	3,420,716	3,416,768
TOTAL LIABILITIES	12,397,592	12,262,348
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock; no stated par value; authorized 10,000,000 shares; no shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
Common stock, par value $0.001 per share; authorized 100,000,000 shares; 26,692,286 shares issued and 25,692,286 shares outstanding at March 31, 2018 and December 31, 2017, respectively	26,692	26,692
Additional paid-in capital	37,118,264	37,118,264
Treasury stock	(1,000,000)	(1,000,000)
Accumulated other comprehensive income	274,961	401,344
Accumulated deficit	(45,193,531)	(44,902,363)
Total Stockholders' Deficit	(8,773,614)	(8,356,063)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 3,623,978	$ 3,906,285

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, no stated par value (in dollars per share)	$ 0	$ 0
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	26,692,286	26,692,286
Common stock, shares outstanding	25,692,286	25,692,286

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
TOTAL REVENUES, net	$ 3,214,312	$ 6,104,911
COST OF SALES, net	799,968	1,538,101
GROSS PROFIT	2,414,344	4,566,810
OPERATING EXPENSES
Sales and marketing	1,282,229	2,557,168
General and administrative	970,293	2,123,247
Depreciation and amortization	234,229	227,857
Total Operating Expenses	2,486,751	4,908,272
OPERATING LOSS	(72,407)	(341,462)
OTHER INCOME (EXPENSES)
Other income (expenses)	29,805	(19,093)
Interest expense	(248,566)	(147,251)
Total Other Expenses	(218,761)	(166,344)
Income Taxes	0	0
NET LOSS	$ (291,168)	$ (507,806)
BASIC AND DILUTED LOSS PER COMMON SHARE (in dollars per share)	$ (0.01)	$ (0.02)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares)	25,692,286	25,692,286
A summary of the components of other comprehensive loss for the three-month periods ended March 31, 2018 and 2017 is as follows:
Net Loss	$ (291,168)	$ (507,806)
Other Comprehensive Income (Loss) - foreign currency translation	(126,383)	228,762
Comprehensive Loss	$ (417,551)	$ (279,044)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (291,168)	$ (507,806)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
Depreciation	235,837	226,970
Amortization of debt discount	93,085
Changes in operating assets and liabilities:
Restricted cash	303	(92,191)
Accounts receivable	65,806	73,417
Prepaid expenses and other assets	(65,970)	185,600
Inventory	173,503	289,954
Accounts payable	(218,484)	197,229
Deferred revenue	45,908	191
Accrued expenses	378,593	(510,327)
Net Cash Provided (Used) by Operating Activities	417,413	(136,963)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(43,284)	(23,939)
Net Cash Used in Investing Activities	(43,284)	(23,939)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on notes payable	(144,016)	(127,786)
Repayments on convertible notes payable	(19,842)	(28,710)
Net Cash Used in Financing Activities	(163,858)	(156,496)
Effect of Foreign Currency on Cash	(126,383)	228,762
NET CHANGE IN CASH	83,888	(88,636)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	108,112	187,136
CASH AND CASH EQUIVALENTS AT END OF PERIOD	192,000	98,500
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest	17,084	93,173
Cash paid for income taxes	$ 0	$ 0

XML

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1   -  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the three-month period ended March 31, 2018 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2017 audited financial statements as reported in its Form 10-K. The results of operations for the three-month period ended March 31, 2018 are not necessarily indicative of the operating results for the full year ended December 31, 2018.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2   -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated balance sheets and statement of operations at March 31, 2018 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.

Recognition of Revenue

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company's sources of revenue are from the sale of various food and other natural product sales and royalties earned. 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 members for a 30-day period and the consumer has the same return policy in effect against the member. Returns are less than 2.0% 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.

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.

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.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates.

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of March 31, 2018, there were 38,304,815 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive.

New Accounting Pronouncements

After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company's financial results.

XML

DEBT

3 Months Ended

Mar. 31, 2018

NOTES PAYABLE [Abstract]

DEBT

NOTE 3  -  DEBT

Notes Payable

Notes payable consisted of the following as of March 31, 2018 and December 31, 2017:

Balance December 31, 2017	$      759,247
Cash additions	--
Expense additions	--
Cash payments	(144,016)
Balance March 31, 2018	$      615,231
Less current portion March 31, 2018	(22,231)
Total long-term March 31, 2018	593,000

Convertible Notes Payable

Convertible notes payable due to non-related parties consisted of the following as of March 31, 2018 and December 31, 2017:

Balance December 31, 2017, net	$     4,198,524
Cash additions	--
Expense additions	--
Cash payments	(19,842)
Conversions	--
Amortization of debt discounts	23,790
Balance March 31, 2018, net	$      4,202,472
Less current portion March 31, 2018	(781,756)
Total long-term March 31, 2018	3,420,716

Convertible Notes Payable - Related Parties

Convertible notes payable due to related parties consisted of the following as of March 31, 2018 and December 31, 2017:

Balance December 31, 2017, net	$     2,681,577
Cash additions	--
Expense additions	--
Cash payments	--
Conversions	--
Amortization of debt discounts	69,295
Balance March 31, 2018, net	$      2,750,872
Less current portion March 31, 2018	(1,032,872)
Total long-term March 31, 2018	1,718,000

XML

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2018

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 4   -  COMMITMENTS AND CONTINGENCIES

The Company leases facilities and warehouses under operating leases with terms ranging from 12 months to 120 months. The total rent expense recorded during the 3-months ended March 31, 2018 was $68,236. The future annual non-cancelable operating lease payments on these leases are as follows:

Total Lease Commitments:
2018 - remaining	$	259,185
2019		330,865
2020		339,373
2021		348,106
2022		356,831
Thereafter		1,095,455
Total	$	2,729,815

The Company has evaluated commitments and contingencies from the balance sheet date through the date the financial statements were issued and has determined that there are no such commitments and contingencies that would be a material impact on the financial statements.

XML

INVENTORY

3 Months Ended

Mar. 31, 2018

INVENTORY [Abstract]

INVENTORY

NOTE 5  -  INVENTORY

		March 31, 2018		December 31, 2017
Raw Materials	$	289,347	$	433,463
Finished Goods		295,925		325,312
Total Inventory		585,272		758,775
Less Reserve for Obsolete Inventory		(40,000)		(40,000)
Total Inventory (net of reserve)	$	545,272	$	718,775

XML

GOING CONCERN

3 Months Ended

Mar. 31, 2018

Going Concern [Abstract]

GOING CONCERN

NOTE 6   -  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 $5,528,983 and accumulated deficit of $44,193,531 at March 31, 2018, negative cash flows from operations, and has experienced 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 continues to monitor its cost structure and implements cost saving measures deemed to be effective.  The Company has initiated some new marketing initiatives to stimulate growth in its monthly revenues, which combined with some new equity financing is allowing the Company to continue to invest in its expansion plan.  This plan has involved hosting a number of industry leaders who are performing their due diligence on our Company.  Additionally, we expect we will take advantage of some international expansion opportunities.  These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis.  New products have been and will continue to be introduced to bolster Member recruiting and sales.  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.

XML

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 7  -  SUBSEQUENT EVENTS

On April 13, 2018 the Company issued a promissory note for $75,000 to a non-related party with a 10% interest rate and a repayment date of December 31, 2018. The note holder has the option to convert the note into common stock at a conversion rate of $0.08 per share.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America.

Principles of Consolidation

Principles of Consolidation

The consolidated balance sheets and statement of operations at March 31, 2018 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.

Recognition of Revenue

Recognition of Revenue

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company's sources of revenue are from the sale of various food and other natural product sales and royalties earned. 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 members for a 30-day period and the consumer has the same return policy in effect against the member. Returns are less than 2.0% 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.

Foreign Currency Translation

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.

Use of Estimates

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.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates.

Reclassification

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of March 31, 2018, there were 38,304,815 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive.

New Accounting Pronouncements

New Accounting Pronouncements

After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company's financial results.

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DEBT (Tables)

3 Months Ended

Mar. 31, 2018

Notes Payable

Debt Instrument [Line Items]

Schedule of notes payable

Balance December 31, 2017	$      759,247
Cash additions	--
Expense additions	--
Cash payments	(144,016)
Balance March 31, 2018	$      615,231
Less current portion March 31, 2018	(22,231)
Total long-term March 31, 2018	593,000

Convertible Notes Payable

Debt Instrument [Line Items]

Schedule of notes payable

Balance December 31, 2017, net	$     4,198,524
Cash additions	--
Expense additions	--
Cash payments	(19,842)
Conversions	--
Amortization of debt discounts	23,790
Balance March 31, 2018, net	$      4,202,472
Less current portion March 31, 2018	(781,756)
Total long-term March 31, 2018	3,420,716

Convertible Notes Payable - Related Parties

Debt Instrument [Line Items]

Schedule of notes payable

Balance December 31, 2017, net	$     2,681,577
Cash additions	--
Expense additions	--
Cash payments	--
Conversions	--
Amortization of debt discounts	69,295
Balance March 31, 2018, net	$      2,750,872
Less current portion March 31, 2018	(1,032,872)
Total long-term March 31, 2018	1,718,000

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COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2018

COMMITMENTS AND CONTINGENCIES [Abstract]

Schedule of operating leases

Total Lease Commitments:
2018 - remaining	$	259,185
2019		330,865
2020		339,373
2021		348,106
2022		356,831
Thereafter		1,095,455
Total	$	2,729,815

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INVENTORY (Tables)

3 Months Ended

Mar. 31, 2018

INVENTORY [Abstract]

Schedule of inventories

		March 31, 2018		December 31, 2017
Raw Materials	$	289,347	$	433,463
Finished Goods		295,925		325,312
Total Inventory		585,272		758,775
Less Reserve for Obsolete Inventory		(40,000)		(40,000)
Total Inventory (net of reserve)	$	545,272	$	718,775

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	3 Months Ended
	Mar. 31, 2018 shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Satisfaction guarantee against defects by company	100.00%
Extended return policy period	30 days
Return products under product return policy	less than 2.0%
Earnings (Loss) Per Share
Potentially dilutive shares excluded from computation of diluted net loss per share	38,304,815

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DEBT (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
Long Term Debt [Roll Forward]
Amortization of debt discounts	$ 93,085
Notes Payable
Long Term Debt [Roll Forward]
Balance	759,247
Cash additions	0
Expense additions	0
Cash payments	(144,016)
Balance	615,231
Less current portion March 31, 2018	(22,231)
Total long-term March 31, 2018	593,000
Convertible Notes Payable
Long Term Debt [Roll Forward]
Balance	4,198,524
Cash additions	0
Expense additions	0
Cash payments	(19,842)
Conversions	0
Amortization of debt discounts	23,790
Balance	4,202,472
Less current portion March 31, 2018	(781,756)
Total long-term March 31, 2018	3,420,716
Convertible Notes Payable - Related Parties
Long Term Debt [Roll Forward]
Balance	2,681,577
Cash additions	0
Expense additions	0
Cash payments	0
Conversions	0
Amortization of debt discounts	69,295
Balance	2,750,872
Less current portion March 31, 2018	(1,032,872)
Total long-term March 31, 2018	$ 1,718,000

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COMMITMENTS AND CONTINGENCIES (Details)	Mar. 31, 2018 USD ($)
COMMITMENTS AND CONTINGENCIES [Abstract]
2018 - remaining	$ 259,185
2019	330,865
2020	339,373
2021	348,106
2022	356,831
Thereafter	1,095,455
Total	$ 2,729,815

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COMMITMENTS AND CONTINGENCIES (Detail Textuals)	3 Months Ended
	Mar. 31, 2018 USD ($)
Commitments And Contingencies [Line Items]
Total rent expense recorded	$ 68,236
Maximum
Commitments And Contingencies [Line Items]
Terms of operating lease	120 months
Minimum
Commitments And Contingencies [Line Items]
Terms of operating lease	12 months

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INVENTORY - Summary of inventories (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
INVENTORY [Abstract]
Raw Materials	$ 289,347	$ 433,463
Finished Goods	295,925	325,312
Total Inventory	585,272	758,775
Less Reserve for Obsolete Inventory	(40,000)	(40,000)
Total Inventory (net of reserve)	$ 545,272	$ 718,775

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GOING CONCERN (Detail Textuals) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Going Concern [Abstract]
Working capital surplus (deficit)	$ (5,528,983)
Accumulated deficit	$ (45,193,531)	$ (44,902,363)

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SUBSEQUENT EVENTS (Detail Textuals) - Subsequent event	Apr. 13, 2018 USD ($) $ / shares
Subsequent Event [Line Items]
Value of convertible promissory note issued to non-related party | $	$ 75,000
Annual interest rate	10.00%
Conversion rate per share | $ / shares	$ 0.08