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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

 (Unaudited)

NOTE 5 – RECOGNITION OF REVENUE

Revenues and costs of revenues from services are recognized during the period in which the services are provided. The Company applies the provisions of 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 related to monthly contracted amounts for services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) 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% 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 accrual for returns where material.   

NOTE 6 - COMMITMENTS AND CONTINGENCIES

UTI United States, Inc. (“UTI”) filed a complaint against ForeverGreen International, L.L.C. on August 27, 2009 in the Third District Court, State of Utah Salt Lake County, West Jordan Department.  UTI alleges that it has not been paid $31,172 for shipping and freight services provided to ForeverGreen International and is seeking that amount, plus interest and costs of the action.   The Company is aggressively defending its position and feels strongly that this claim will not result in a liability.

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.  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 Company plans to aggressively defend its position and feels strongly that this claim will not result in a liability.

NOTE 7 – INVENTORY

Inventories for June 30, 2012 and December 31, 2011 were classified as follows:

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

 (Unaudited)

NOTE 8 – RELATED PARTY TRANSACTIONS

As of December 31, 2010 the Company owed $1,234,978 to related parties. During the year ended December 31, 2011, the Company borrowed an additional $200,000 in secured notes payable, bearing interest at 10% with a maturity date of July 31, 2012. The Company repaid $267,500 of the related party notes payable during 2011, leaving a balance owing of $1,167,478.

During the six month period ended June 30, 2012 the Company borrowed a total of $100,000 from a related party for operating expenses. These notes had an interest rate of 10%, were secured with business assets, and had maturity dates ranging from February 3, 2012 to July 30, 2012.  The Company re-paid $70,000 of these notes leaving a balance of $1,197,478 in related party notes payable as of June 30, 2012. Subsequently, the Company re-paid the final $30,000 on July 30, 2012.  

Company officers have paid for expenses on behalf of the Company from time to time, which amounts are non-interest bearing and are due on demand. These amounts are recorded as due to related parties amounting to $117,174 and $178,127 at June 30, 2012 and December 31, 2011, respectively.

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

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 that operates through its wholly owned subsidiary, ForeverGreen International, LLC.  Our product philosophy is to develop, manufacture and market the best of science and nature through innovative formulations as we produce and manufacture a wide array of whole foods, nutritional supplements, personal care products and essential oils.

We believe that consuming healthy and natural whole foods and beverages is the basis of health and longevity. We provide health answers, not only through exclusive nutritional whole food beverages, but also by providing a broad product line of delicious whole foods that can be eaten for every meal, instead of the processed, fatty and preservative-laden synthetic meals prevalent in society today. Many competing companies provide capsules, powders, pills or tablets as nutritional supplements, but we believe these generally fail to provide an every-meal alternative to the processed and nutrient depleted foods found in the three main daily meals of most common consumers. We provide the every-meal answer with a variety of appetizing healthy food products that allow our Members and customers to eat healthy for every meal and snack throughout the day. In addition, we provide healthy personal care products as an alternative to the chemical-laden and synthetic products in the marketplace that may potentially negatively impact our health.

During the six month period ended June 30, 2012 we experienced a sales growth of 6.6% compared to the six month period ended June 30, 2011 primarily as the result of the introduction of our new brand philosophy “RESTORATION90”. In an effort to simplify the products available from ForeverGreen, the products are all now branded under the philosophy of Restoration Biology, branded as RESTORATION90.

We define RESTORATION90 as the simple concept that the body doesn’t know its chronological age, but knows it’s biological age. If the body is given the proper raw materials the body can work miracles and the body can restore itself to a more youthful biological age. ForeverGreen specializes in providing excellent raw materials.

ForeverGreen introduced the raw promise with a new product called “E2L” in May 2012. The raw promise pack and its products are designed to support the company’s philosophy of Restoration Biology. The product “E2L” stands for “eat to live” instead of the more common habit of “live to eat”. The proprietary formula contains ingredients that help the body manage cravings and in turn helps the consumer become a more decisive eater. The raw promise pack also include’s other ForeverGreen top selling products, FrequenSea, Inspirin, FIXX, Pulse 8, Pulse bars and bags and kale chips and green roll- up smoothies; a complete program to support proper weight management.  This pack and program focus on the current epidemic of weight management challenges and obesity

throughout the world.

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In response to ForeverGreen’s distributor leadership and the current economic conditions, ForeverGreen introduced a new compensation plan: “The People’s Plan” which started on July 27, 2011.  The People’s Plan is very simple to learn, which in turn means it is simple to teach and duplicate with our current Members and new Members. Part of the simplicity of the new People’s Plan is it incorporates the People’s Pack.  In March of 2012 we updated our compensation plan to pay 9 generations, along with a 5 level fast start payout.

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 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.  For example, in August 2012 we completed the registration of our natural products in Russia and intend to expand into that market.  The rewards include increased sales and diversified market incomes.  However, international expansion is very expensive and key Members must experience rapid growth to be profitable in a foreign country.

Liquidity and Capital Resources

During the six month period ended June 30, 2012 (“2012 six month period”) we invested in marketing and advertising to facilitate our expected growth.  At June 30, 2012, cash decreased to $215,655 and we recorded a net loss of $165,663 for the 2012 six month period.  We also had negative working capital of $4,344,224 at June 30, 2012. Our net loss decrease for the 2012 six month period compared to the 2011 six month period was directly related to the sales growth and cost of goods cost reduction.  The loss was expected as we continued to invest in international expansion in our Latin American markets and specific Eastern European countries with incorporations, product registrations and operational needs. The losses and negative working capital for the 2012 six month period raise doubt as to our ability to continue as a going concern.  In this regard, management intends to continue to increase revenues and manage expenses, improving profitability and the liquidity of ForeverGreen.

During the 2012 six month period we relied on our revenues and additional funding to fund operations. We relied upon two short term loans from related parties of $40,000 in January, $30,000 in March, and $30,000 in June. The January and March short term loans were paid back in full, including interest, in the 2012 six month period; the June short term loan was paid back on July 30, 2012 with interest. We are currently looking forward to and investing in the growth of our Company due to the signing of several top industry leading entrepreneurs and their down-lines.  Management will continue to scrutinize expenses related to our operating activities and order fulfillment to determine appropriate actions to take to reduce these costs.

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

Commitments and Contingent Liabilities

Our total liabilities at June 30, 2012 were $5,881,158 compared to $5,950,954 at December 31, 2011.  The majority

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of the decrease is reflected in a decrease in accounts payable.

The Company has two building leases for office, production and warehouse space in Orem, Utah.  The Company signed a new lease in 2011 for the office space at a monthly rent of $9,750.  The production warehouse lease for $10,061 per month began September 1, 2006 and expires August 31, 2013 with provisions for an automatic five year extension.  All leases have a provision for an annual increase of 3%.  The Company has an office in Mexico with a one year lease paying $2,000 per month and an office in Colombia with a one year lease paying $840 per month. The Company added offices in Chile and Costa Rica in 2011.  The Chile office has a one year lease and is paying $1,390 per month, and the Costa Rica office has a 3 year lease and is paying $1,500.  All rent amounts above are in USD. The buildings ForeverGreen leases are sufficiently large enough to accommodate all of our administrative, warehouse and production needs.

Our total current liabilities at June 30, 2012 reflect the continued use of a line of credit and bank overdraft, along with accounts payable and notes payable.   Our accounts payable of $917,108 were primarily related to vendor purchases.  Our accrued expenses of $2,359,797 were related to commissions payable, sales tax payable, foreign GST and VAT taxes payable, interest payable and payroll taxes payable.  We also carry notes payable and lines of credit of $2,205,954 related to loans from related parties, as well as third parties.  These notes carry 10% interest and have due dates through September 30, 2012.

Results of Operations

The following chart summarizes the unaudited consolidated financial statements of ForeverGreen Worldwide at June 30, 2012 and December 31, 2011.  The consolidated unaudited balance sheets and unaudited statements of operations include the books of ForeverGreen Worldwide and its wholly-owned subsidiary, ForeverGreen International, LLC.  The following chart is a summary of our financial statements for the periods noted and should be read in conjunction with the financial statements, and notes thereto, included with this report at Part I, Item 1, above.

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Our source of revenue is from the sale of various foods, other natural products, distributor sign ups and kits and freight and handling.  Sales are net of returns, which have historically averaged 1.6% of sales; however, for the 2012 six month period returns were 1.415%, up from .868% in the 2011 comparable period.  Sales for the 2012 six month period increased 6.6% compared to the same period in 2011, but sales for the three month period ended June 30, 2012 (“2012 second quarter”) decreased in comparison to the 2011 second quarter.  We attribute these increases to the introduction of our new brand RESORATION90 and having several top industry leaders join as distributors.

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 Members, plus credit card sales processing fees.  Cost of sales was approximately 69.9% of revenues for the 2012 six month period and was 65.4% of revenues for the 2012 second quarter compared to 76.8% of revenues for the 2011 six month period and 75.8% of revenues for the 2011 second quarter.  The decrease in the 2012 interim periods was mostly attributable to the decrease costs paid in our distributor commissions plan as transitional payments ended in 2011.

Total operating expenses increased in the 2012 six month period by $148,643 and by $63,625 for the 2012 second quarter compared to the 2011 interim periods.  Due to the completion of our customized point of sale and commission software we were able to reduce our professional fees by $26,023 in the 2012 six month period and by $73,934 for the 2012 second quarter in comparison to the 2011 interim periods.  General and administrative expenses increased by $121,629 for the 2012 six month period and by $144,950 for the 2012 second quarter as compared to the 2011 interim periods.  Salaries and wages increased in the 2012 six month period by $53,037 and by $7,391 for the 2012 second quarter compared to the 2011 interim periods. These increases are due to the opening of our new Latin markets in the second half of 2011.

With increased revenues for the 2012 six month period compared to the 2011 six month period and with the reduction in our cost of goods sold, our net loss for the 2012 six month period was $165,663 compared to a $548,251 net loss for the 2011 six month period.  Revenues decreased for the 2012 second quarter compared to the 2011 second quarter; however, we reduced our cost of goods sold for the 2012 second quarter and our net loss for that period was $38,772 compared to a $205,468 loss for the comparable second quarter in 2011.

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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

We account for our investments in our subsidiary using the purchase method of accounting.  The excess of the consideration paid for a subsidiary over the fair value of acquired tangible assets less the fair value of acquired liabilities is assigned to intangible assets and goodwill.  We rely on an independent third party valuation to ascertain the amount to allocate to identifiable intangible assets, and the useful lives of those assets.  We amortize identifiable intangible assets over their useful life unless that life is determined to be indefinite.  The useful life of an intangible asset that is being amortized is evaluated each reporting period as to whether events and circumstances warrant a revision to the remaining period of amortization.  Goodwill is not amortized, but is tested for impairment on an annual basis.  The implied fair value of goodwill is determined by allocating fair value to all assets and liabilities acquired; the excess of the price paid over the amounts assigned to assets and liabilities acquired is the implied fair value of goodwill.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and concluded that our disclosure controls and procedures were not effective.  In April 2012 we reevaluated our policies and methods related to impairment of goodwill and determined that an adjustment to the value of goodwill was required for the year ended December 31, 2009.  Accordingly, we restated our financial statements for the period ended December 31, 2009 and 2010 and have instituted new policies and methods for determination of impairment of goodwill for future reports.  

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). Management determined that there were no changes made in our internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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 Company has engaged legal counsel to vigorously defend against these allegations.

ITEM 1A.  RISK FACTORS

Factors Affecting Future Performance

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

Management plans to increase sales and decrease expenses where appropriate to improve profitability.  Our future internal cash flows will be dependent on a number of factors, including:

•

The growth of the United States and the global economy;

•

Our ability to encourage our Members to sponsor new Members and increase their own personal sales;

•

Our ability to promote our product lines with our Members and customers;

•

Our ability to develop successful new exclusive product lines;

•

Our ability to obtain essential oil raw materials for some of our products;

•

Effects of future regulatory changes in the area of direct marketing, if any;

•

Our ability to remain competitive in our domestic and international markets; and

•

Our ability to decrease shipping time and expense.

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

We have entered into agreements with Members and suppliers in foreign countries and we may establish similar arrangements in other countries in the future.  As a result, our future revenues may be affected by the economies of these countries.  Our international operations are subject to a number of risks, such as, longer payment cycles, unexpected changes in regulatory environments, import and export restrictions and tariffs, difficulties in staffing and managing international operations, potentially adverse recessionary environments and economies outside the United States, and possible political and economic instability.

ITEM 6.  EXHIBITS

Part I Exhibits

Part II Exhibits

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Part II Exhibits- continued

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.

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