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 June 30, 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 August 14, 2018 was 29,192,286.

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 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 6.	Exhibits	15
Signatures		17

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial information set forth below with respect to our consolidated statements of operations for the six-month period ended June 30, 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 six-month period ended June 30, 2018 are not necessarily indicative of results to be expected for any subsequent period.


ForeverGreen Worldwide Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
				June 30, 2018		December 31, 2017
ASSETS				(Unaudited)
CURRENT ASSETS
	Cash and cash equivalents		$	147,633	$	108,112
	Restricted cash			56,976		56,976
	Accounts receivable			153,699		215,445
	Prepaid expenses and other assets			155,430		127,339
	Inventory, net			547,939		718,775
		Total Current Assets		1,061,677		1,226,647

PROPERTY AND EQUIPMENT, net				2,354,783		2,679,638

TOTAL ASSETS			$	3,416,460	$	3,906,285

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable		$	1,886,702	$	2,179,096
	Accrued expenses			2,795,601		2,429,495
	Deferred revenue			22,367		14,409
	Current portion of notes payable			7,533		101,247
	Current portion of convertible notes payable, related parties, net			896,756		963,577
	Current portion of convertible notes payable			1,102,936		781,756
		Total Current Liabilities		6,711,895		6,469,580

LONG-TERM DEBT
	Notes payable, net of current portion			533,000		658,000
	Convertible notes payable, related parties, net of current portion			1,718,000		1,718,000
	Convertible notes payable, net of current portion			3,423,277		3,416,768
TOTAL LIABILITIES				12,386,172		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 June 30, 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 outstanding at June 30, 2018 and December 31, 2017			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			493,042		401,344
	Accumulated deficit			(45,607,710)		(44,902,363)
		Total Stockholders' Deficit		(8,969,712)		(8,356,063)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	3,416,460	$	3,906,285
The accompanying notes are an integral part of these condensed consolidated financial statements.

ForeverGreen Worldwide Corporation and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


		Three months ended June 30,				Six months ended June 30,
		2018		2017			2018		2017


TOTAL REVENUES, net	$	2,727,213	$	4,775,470	$		5,941,525	$	10,880,381
COST OF SALES, net		619,995		1,274,193			1,419,963		2,812,294

GROSS PROFIT		2,107,218		3,501,277			4,521,562		8,068,087

OPERATING EXPENSES
Sales and marketing		1,094,198		1,993,430			2,376,427		4,550,598
General and administrative		903,727		1,786,120			1,874,020		3,909,367
Depreciation and amortization		240,887		230,212			475,116		458,069
Total Operating Expenses		2,238,812		4,009,762			4,725,563		8,918,034

NET OPERATING INCOME (LOSS)		(131,594)		(508,485)			(204,001)		(849,947)

OTHER INCOME (EXPENSE)
Other income (expense)		13,042		1,939			42,847		(17,154)
Interest expense		(295,627)		(189,868)			(544,193)		(337,119)
Total Other Income
(Expense)		(282,585)		(187,929)			(501,346)		(354,273)

Loss before income tax provision		(414,179)		(696,414)			(705,347)		(1,204,220)
Income Tax Provision		--		--			--		--

NET LOSS	$	(414,179)	$	(696,414)	$		(705,347)	$	(1,204,220)

BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.02)	$	(0.03)	$		(0.03)	$	(0.05)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		26,692,285		26,692,285			26,692,285		26,692,285


COMPREHENSIVE LOSS
A summary of the components of other comprehensive loss for the fiscal years ended June 30, 2018 and 2017 is as follows:

Net Loss	$	(414,179)	$	(696,414)	$		(705,347)	$	(1,204,220)

Other Comprehensive Income (Loss) – foreign currency translation		218,081		38,901			91,698		267,663

Comprehensive Loss	$	(196,098)	$	(657,513)	$		(613,649)	$	(936,557)

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


ForeverGreen Worldwide Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
						June 30, 2018		June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss				$		(705,347)	$	(1,204,220)
Adjustments to reconcile net loss to net cash provided (used) by operating activities:
	Depreciation					475,116		454,085
	Amortization of debt discount					187,204		58,959
	Expense paid on behalf of the Company					--		345,000

Changes in operating assets and liabilities:
	Restricted cash					--		303
	Accounts receivable					61,746		110,887
	Prepaid expenses and other assets					(28,091)		201,608
	Inventory					170,836		474,608
	Accounts payable					(292,394)		(208,410)
	Deferred revenue					7,958		8,913
	Accrued expenses					366,106		(1,099,685)
		Net Cash Provided (Used In) Operating Activities				243,134		(857,952)

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property and equipment					(150,261)		(65,526)
		Net Cash Used in Investing Activities				(150,261)		(65,526)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from bank overdraft					--		219,250
	Proceeds from convertible notes payable – unrelated parties					--		655,000
	Proceeds from convertible notes payable					115,000		--
	Repayments on notes payable					(218,714)		(256,321)
	Repayments on convertible notes payable					(41,336)		(57,524)
		Net Cash Provided by (Used In) Financing Activities				(145,050)		560,405

		Effect of Foreign Currency on Cash				91,698		267,663

NET CHANGE IN CASH						39,521		(95,410)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD						108,112		187,136

CASH AND CASH EQUIVALENTS AT END OF PERIOD				$		147,633	$	91,726

SUPPLEMENTAL CASH FLOW INFORMATION
	Cash paid for interest		$		45,999		$	60,365
	Cash paid for income taxes		$		--		$	--

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Beneficial conversion feature			$		--		$	482,250

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

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 six-month period ended June 30, 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 six-month period ended June 30, 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 June 30, 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.

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 June 30, 2018, there were 40,379,504 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 June 30, 2018 and December 31, 2017:


Balance December 31, 2017	$ 759,247
Cash additions	--
Expense additions	--
Cash payments	(218,714)
Balance June 30, 2018	$ 540,533
Less current portion June 30, 2018	(7,533)
Total long-term June 30, 2018	533,000

Convertible Notes Payable: Convertible notes payable due to non-related parties consisted of the following as of June 30, 2018 and December 31, 2017:


Balance December 31, 2017, net	$ 4,198,524
Cash additions	115,000
Expense additions	--
Cash payments	(41,336)
Conversions	--
Amortization of debt discounts	47,845
Balance June 30, 2018, net	$ 4,320,033
Less current portion June 30, 2018	(896,756)
Total long-term June 30, 2018	3,423,277

Convertible Notes Payable – Related Parties: Convertible notes payable due to related parties consisted of the following as of June 30, 2018 and December 31, 2017:


Balance December 31, 2017, net	$ 2,681,577
Cash additions	--
Expense additions	--
Cash payments	--
Conversions	--
Amortization of debt discounts	139,359
Balance June 30, 2018, net	$ 2,820,936
Less current portion June 30, 2018	(1,102,936)
Total long-term June 30, 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 six-months ended June 30, 2018 was $188,601. The future annual non-cancelable operating lease payments on these leases are as follows:


Total Lease Commitments:
2018 - remaining	$	129,593
2019		330,865
2020		339,373
2021		348,106
2022		356,831
Thereafter		1,095,455
Total	$	2,600,223

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


		June 30, 2018		December 31, 2017
Raw Materials	$	191,387	$	433,463
Finished Goods		396,552		325,312
Total Inventory		587,939		758,775
Less Reserve for Obsolete Inventory		(40,000)		(40,000)
Total Inventory (net of reserve)	$	547,939	$	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 normal course of business. As reported in the accompanying consolidated financial statements, the Company has a working capital deficit of $5,650,218 and accumulated deficit of $45,607,710 at June 30, 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 July 7, 2018 the Company received a draw of $15,000 from a promissory note issued in June of 2018 from a non-related party with a 10% interest rate and a repayment date of September 30, 2018. The note holder has the option to convert the note into common stock at a conversion rate of $0.12 per share.

On July 25, 2018 the Company converted $699,690 of debt to 3,500,000 shares of common stock.

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 through the first six months 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, we recorded a net loss for 2017, as well as through 2018. 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

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 and six-month periods ending June 30, 2018 and 2017.


SUMMARY OF OPERATIONS		Three-month period ended June 30,					Six-month period ended June 30,
		(Unaudited)					(Unaudited)
		2018			2017				2018				2017
Revenues, net	$	2,727,213	$		4,775,470		$		5,941,525		$		10,880,381
Cost of sales		619,995			1,274,193				1,419,963				2,812,294
Gross profit		2,107,218			3,501,277				4,521,562				8,068,087
Selling and marketing expenses		1,094,198				1,993,430				2,376,427		4,550,598
General and administrative expenses		1,144,614				2,016,332				2,349,136		4,367,436
Total operating expenses		2,238,812				4,009,762				4,725,563		8,918,034
Net operating (loss)		(131,594)				(508,485)				(204,001)		(849,947)
Total other expense		(282,585)				(187,929)				(501,346)		(354,273)
Income tax provision		--				--				--		--
Net loss	$	(414,179)		$		(696,414)		$		(705,347)	$	(1,204,220)
Net loss per share both (basic) and diluted	$	(0.02)		$		(0.03)		$		(0.03)	$	(0.05)

We recognized revenues of $2,727,213 for the second quarter of 2018 compared to revenues of $4,775,470 for the second quarter of 2017. We recognized revenues of $5,941,525 for the first six months of 2018 compared to $10,880,381for the first six months 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 42.9% decrease in revenues for the second quarter of 2018 compared to the second quarter of 2017. The Company experienced 45.39% decrease in revenues for the first six months of 2018 compared to the first six months 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 22.7% of revenues for the second quarter of 2018 compared to 26.7% of revenues for the second quarter of 2017. Cost of sales was approximately 23.9% of revenues for the first six months of 2018 compared to 25.9% for the first six months 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 mix to become a larger part of our 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 second quarter of 2018 selling and marketing expenses decreased to 40.1 % of revenues compared to 41.7% for the second quarter of 2017. For the first six months of 2018 selling and marketing expenses decreased to 40.0% of revenues compared to 41.8% of revenues in 2017. Selling and marketing expenses are computed 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 41.9% in the second quarter of 2018 from 42.2% in the second quarter of 2017. General and administrative expenses (inclusive of depreciation and amortization) decreased as a percentage of revenues to 39.5% for the first six months of 2018 from 40.1% during the same period in 2017. The primary decrease is due to a decrease in employee expenses in 2018 compared to 2017.

Total other expenses increased in the second quarter of 2018 compared to the second quarter of 2017 by $94,656. The total other expenses increased for the first six months of 2018 compared to the same period in 2017 by $147,073. The increase is due to amortization of the debt discounts recorded in interest expense in 2018 compared to 2017.

Liquidity and Capital Resources


SUMMARY OF BALANCE SHEET		June 30, 2018		December 31, 2017
		(Unaudited)
Cash and cash equivalents	$	147,633	$	108,112
Total current assets		1,061,677		1,226,647
Total assets		3,416,460		3,906,285
Total current liabilities		6,711,895		6,469,580
Total liabilities		12,386,172		12,262,348
Accumulated deficit		(45,607,710)		(44,902,363)
Total stockholders’ deficit	$	(8,969,712)	$	(8,356,063)

Our total assets decreased to $3,416,460 at June 30, 2018 from $3,906,285 at December 31, 2017. The decrease is primarily due to a $170,836 decrease in inventory to keep inventory supply in line with the lower revenues, a net decrease of $324,855 in property plant and equipment, and the balance of $5,867 are decreases in other assets. All of these decreases are due to the reduced revenues in 2018.

Our total liabilities at June 30, 2018 were $12,386,172 compared to $12,262,348 at December 31, 2017. The increase is primarily due to increased accrued expenses.

At June 30, 2018, the Company had cash and cash equivalents of $147,633, a working capital deficit of $5,650,218, an accumulated deficit of $45,607,710, 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 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.


	Six-month period ended June 30,
SUMMARY OF CASH FLOWS	2018	2017
Net cash provided (used) by operating activities	$ 243,134	$ (857,952)
Net cash used in investing activities	(150,261)	(65,526)
Net cash used in financing activities	(145,050)	560,405
Effect of foreign currency on cash	91,698	267,663
Net change in cash	$ 39,521	$ (95,410)

The net cash provided by operating activities increased by $1,101,086 through June of 2018 compared to the same period in 2017. This is attributable to managements cost cutting efforts.

Net cash used in investing activities increased by $84,735 through June of 2018 compared to the same period of 2017. This increase is due to the increase in software capitalization.

Net cash used in financing activities increased by $705,455 through June of 2018 compared to the same period 2017. This increase is due to the repayment of notes payable and convertible notes payable during 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 June 30, 2018, the Company has $2,007,225 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.

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 June 30, 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 Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. 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 June 30, 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.

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 June 30, 2018 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 25, 2018 the board of directors authorized the issuance of 1,200,000 shares of common stock to Liberty Partners, LLC. to convert debt of $240,000.

On July 27, 2018 the board of directors authorized the issuance of 1,000,000 shares of common stock to Compass Equity Partners, LLC. to convert debt of $200,000.

On August 5, 2018 the board of directors authorized the issuance of 1,300,000 shares of common stock to Empire Fund Managers, LLC. to convert debt of $259,690.

All shares were or will be privately issued with a restrictive legend in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

ITEM 6. EXHIBITS

Part I Exhibits


No.		Description
31.1		Prinicpal 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)


No.		Description
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.

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/ Joseph Jensen

Joseph Jensen

Principal Executive Office

By: /s/ Blake C. Cloward

Blake C. Cloward

Principal Financial Officer

Date: August 15, 2018

FOREVERGREEN WORLDWIDE CORP 10-Q