UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K  [X] ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the
fiscal year ended December 31, 2008  [
 ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934  For
transition period ___ to ____  Commission file number: 000-26973  FOREVERGREEN WORLDWIDE CORPORATION (Exact
name of registrant as specified in its charter) Nevada
(State
or other jurisdiction of incorporation or organization)
87-0621709
(I.R.S.
Employer Identification No.)972
North 1430 West, Orem, Utah
(Address
of principal executive offices)
84057
(Zip
Code)  Registrants
telephone number:  (801) 655-5500  Securities registered
under Section 12(b) of the Exchange Act:  None  Securities registered
under Section 12(g) of the Exchange Act:  Common Stock  Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.   Yes [  ]   No [X]  Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.   Yes [  ]   No [X]  Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days.      Yes [X]   No [  ]  Indicate by check
mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
  [X]   1      Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer or a smaller reporting company: Large
accelerated filer [  ]
Non-accelerated
filer   [  ]
Accelerated
filed [  ]
Smaller
reporting company [X]  Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes [  ]   No [X]  The aggregate market
value of the voting and non-voting common equity held by non-affiliates computed
by reference to the price at which the common equity was last sold as of the
last business day of the registrants most recently completed second fiscal
quarter was approximately $6,469,574.  The number of shares
outstanding of the registrants common stock as of March 2, 2009 was
13,992,141.  Documents
incorporated by reference:  None   TABLE
OF CONTENTS  PART
I Item
1.  Business 3 Item
1A.  Risk Factors 13 Item
2.  Properties 14 Item
3.  Legal Proceedings 14 Item
4.  Submission of Matters to a Vote of Security Holders 15  PART
II Item 5.  Market
for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 15 Item
6.  Selected Financial Data 16 Item
7.  Managements Discussion and Analysis of Financial Condition and Results
of Operations 16 Item
8.  Financial Statements and Supplementary Data 21 Item9.
 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure 42 Item
9A(T).  Controls and Procedures 42 Item
9B.  Other Information 43  PART
III Item
10.  Directors, Executive Officers and Corporate Governance 43 Item
11.  Executive Compensation 44 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters 45 Item
13.  Certain Relationships and Related Transactions, and Director
Independence 46 Item
14.  Principal Accounting Fees and Services 48  PART
IV Item
15.  Exhibits, Financial Statement Schedules 48 Signatures 50   2       In this annual
report references to ForeverGreen, we, us, and our refer to ForeverGreen
Worldwide Corp. and its subsidiaries.  FORWARD LOOKING STATEMENTS  The Securities and
Exchange Commission (SEC) encourages companies to disclose forward-looking
information so that investors can better understand future prospects and make
informed investment decisions.  This report contains these types of
statements.  Words such as may, expect, believe, anticipate,
estimate, project, or continue or comparable terminology used in
connection with any discussion of future operating results or financial
performance identify forward-looking statements.  You are cautioned not to
place undue reliance on the forward-looking statements, which speak only as of
the date of this report.  All forward-looking statements reflect our
present expectation of future events and are subject to a number of important
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements.  PART I  ITEM
1.  BUSINESS  Historical
Development  ForeverGreen
Worldwide Corporation, formerly Whole Living, Inc. (ForeverGreen Worldwide),
was incorporated in the state of Nevada on March 18, 1999 as Whole Living, Inc.
 In May of 1999, Whole Living merged with Whole Living Inc., a Utah
corporation, which owned the trademark Brain Garden and some of the products
and formulas presently being marketed by ForeverGreen Worldwide.  Whole
Living formed Brain Garden, Inc., a Nevada corporation, in May 2002, and Whole
Living transferred the assets related to the Brain Garden products to this
wholly-owned subsidiary.  On January 13, 2006,
Whole Living acquired a 23% interest in ForeverGreen International, LLC
(ForeverGreen International) in exchange for 1,266,667 (19,000,000 pre-split)
restricted common shares of Whole Living.  ForeverGreen International is a
network marketing company that focuses on whole foods and natural products.  Whole Living, Inc.
changed the name of the corporation to ForeverGreen Worldwide Corporation on
December 14, 2006.   On December 29, 2006 ForeverGreen Worldwide
acquired the remaining 77% interest of ForeverGreen International.
 ForeverGreen Worldwide issued an aggregate of 5,240,549 common shares
valued at $9,170,961 in exchange for the member interests and the preferred
member interests of ForeverGreen International.  This exchange resulted in
ForeverGreen Worldwide owning 100% of ForeverGreen International and
ForeverGreen International became a wholly-owned subsidiary of ForeverGreen
Worldwide.  The Brain Garden subsidiary was dissolved after this
acquisition.  Our
Business  ForeverGreen
Worldwide is a holding company which 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 whole foods, nutritional
supplements, personal care products and essential oils.  We believe that
eating healthy and synthetic-free 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 product line
of delicious whole foods that can be eaten for every meal, instead of the  3      processed, fatty and
preservative-laden synthetic meals found in todays society.  Many
competitor companies provide capsules, powders, pills or tablets as nutritional
supplements, but 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 and
synthetic products in the marketplace that may negatively impact our health.  We remain committed
to developing and providing quality products that are innovative, healthy,
efficacious, easy to use and easy to sell.  Our unique products, along with
a distinct and fresh corporate philosophy and message of physical, mental,
emotional and spiritual health through service to community and others, attract
consumers as well as Members who wish to own a home-based business selling our
products and spreading our health message.  Principal
Products  FrequenSea.
 Our best-selling, product is FrequenSea, a whole food beverage consisting
of marine phytoplankton, ionic sea minerals, frankincense, rose, ginger and aloe
vera in a blend of blueberry, cranberry and lime juice concentrates processed
through a proprietary process named Aqueous Molecular Partitioning (AMP) which
renders the ingredients water soluble.  FrequenSea is sold as a single
bottle, in individual single-serving packets or even in a four-bottle pack.
 The marine phytoplankton in FrequenSea contains over 200 different sea
algae that are all processed through proprietary and patent pending processes at
a one-of-a-kind Sea Farm.  A daily dose of FrequenSea provides over 66
vitamins and minerals and includes amino acids in a convenient bio-available
form for easy ingestion and quick absorption.  FrequenSea sales represent
approximately 75% of our total product sales.  24 Karat
Chocolate®.  ForeverGreen Members and customers are among the first to
finally enjoy guilt-free organic chocolate that is high in antioxidants and is
processed without the fats, hormone filled dairy milk and waxes common in many
chocolate products.  This naturally dark chocolate comes in a variety of
flavors as well as fondue chips with a chocolate melter for use at chocolate
fondue parties.  The 24 Karat Chocolate® is also used as an ingredient in
the weight management products Thunder and Lightning Plus.  Weight Management
Products.  For those desiring to maintain their healthy weight or lose
weight to obtain the health and vitality associated with good nutrition and
their proper weight, we launched an innovative new healthful energy drink in
early 2008 to directly compete with the highly-sugared and synthetic
caffeine-laden energy drinks commonly available today.  The ForeverGreen
energy drink branded as ElectriFire comes in Smooth and Spiced flavors that
utilize the Aqueous Molecular Partitioning (AMP) to incorporate the whole
plant in a water soluble form to promote rapid and sustained energy without the
crash associated with many other energy drinks.  In August of 2008 we
introduced the O3World product line to support weight management through three
unique products, called Fixx, Form and Fibe.  Fixx is a meal replacement
drink powder that has an energy component.  Form is a capsule product that
taken before a meal creates a feeling of fullness so an individual should eat
less.  Fibe is an all natural alternative to Form.  In addition, we
offer the Thunder meal replacement drink powder that provides 28% of the
protein your body needs in an apple fiber base with natural sweeteners and
antioxidants.  We also offer Lightning Plus, a supplement capsule of 24
Karat Chocolate®, cayenne, green tea and cascara sagrada designed to assist the
body to naturally cleanse itself for optimal absorption and weight management.  4      Whole Food
products.  Pulse  8 is a new product introduced in 2009 that contains
L-Argenine. It is good for heart health.  Pulse consists of a variety of
nuts, seeds, fruits, grains and other foods and may be used as a snack or a meal
replacement.  Pulse is packaged as a food bar or loose in canisters in
different natural flavors.  Pulse has natural unprocessed proteins, fibers,
carbohydrates and other AMP processed nutrients required for a healthy diet.
 Our other nutritional meal and snack products include several soups that
also double as nutritious additives to every casserole or meal.  Finally
Fruit, a natural dried fruit medley, Great Start breakfast cereal, Harvest
Mix snack blends, and Parched Pulse round out the pantry offerings for a
complete kitchens needs for nutritious and natural food choices as alternatives
to processed, synthetic and preservative-laden foods.  EarthTribe
Farmacy.   AMP and Supercritical Fluid Extraction provide
exclusive and proprietary processes so that the whole-plant products and
combination plants become water-soluble for maximum absorption.  Plant Life
Concentrates are combined for a whole-plant green drink or citrus blend of the
Dragon products and the Preventatives label brings our consumers a variety of
single herbs and spices from Cinnamon to the electrically high frequency found
in natural roses of our Rainmaker product.  TruEssense
Essential Oils.  Plant essences sourced from around the world comprise
the essential oils available for our customers and Member distributors.
 These products are designed to be applied topically to the body for
therapeutic and soothing relief.  Personal Care
products.  As we believe that what is placed on the skin is absorbed
through the skin, our Members and customers have access to all the quality,
natural personal care products that a consumer could wish for from SecreSea,
our complete cosmetic package with marine phytoplankton in creams, toners,
serums, scrubs and masks to bath salts, deodorant, tooth powder, shaving cream,
body wash, shampoo and conditioner.  Healthy
Alternatives.  From sand-free salt to high-fiber apple cleanse
products, Healthy Alternatives offer products to those desiring to obtain
natural and chemical-free health benefits.  Product
Guarantees  Our 100% customer
satisfaction policy allows product returns for all our products that are
resalable, subject to a 10% restocking fee.  This policy improves our
customer and Member satisfaction and brings us in line with Direct Selling
Association recommendations.  Actual product returns have been less than
0.2% of sales for the past two fiscal years.  We also maintain an insurance
policy for product liability claims with a $1,000,000 per claim and $2,000,000
annual aggregate limit.  Product
Development  We continue our
commitment to innovative and cutting edge products to retain exclusivity for our
Members and customers.  Our products take advantage of the latest in
nutritional research and science.  Our products are easy to use, easy to
sell and the effectiveness is measurable in nutrition and health benefits.  In January 2009 we
announced a new branding strategy in which all our products will be placed into
four brands.  Each brand will have its own personality, yet will be more
unified and coordinated with the ForeverGreen branding, sales methodology and
product focus.   The brands are as follows: · LegaSea
 products featuring the Marine Phytoplankton ingredient.. · TruEssense
 products featuring our Essential Oils. · O3World
 products featuring a unique technology for weight management. · Brain
Garden  products featuring whole foods including Pulse  8, ElectriFire and
chocolate.   5      Raw Materials
and Suppliers  During 2007 and 2008,
we had the freedom to use any supplier to purchase raw materials.  We used
several different vendor sources since most of the raw materials were readily
available in the market place.  We have good vendor relations with our key
vendors ensuring a continuous supply of our key products.  During 2007 and
2008 we relied on two principal suppliers for our FrequenSea product.
 Unique Sea Farms Limited provided the marine phytoplankton and Primal
Essence supplied the AMP technology used to process additional ingredients that
accompany the marine phytoplankton.  There are other providers of marine
phytoplankton in the world, however, we consider Unique Sea Farms Limiteds
product to have the very best quality, which is nutritionally superior to other
sources of this product.  During 2007 Marine
Life Sciences, LLC, a Nevada limited liability company (MLS), acquired the
worldwide rights to the exclusive blend of marine phytoplankton produced by
Unique Sea Farms Limited.  On March 28, 2008 ForeverGreen International
entered into an exclusive world-wide marketing agreement with MLS.  Under
the agreement MLS will supply ForeverGreen International with processed marine
phytoplankton for a term of five years and if ForeverGreen International
satisfies the terms of the agreement for the initial five year term it will have
the option to renew the agreement for an additional five year term.  Under the agreement
ForeverGreen International agreed to purchase an annual quota of marine
phytoplankton from MLS on an increasing schedule from 538 kilograms to 1,400
kilograms per year over the five year term of the agreement.  The price per
kilogram of the product varies according to the total kilograms purchased.
 If ForeverGreen International fails to meet the annual quota, then it will
lose the right of exclusivity unless it pays an additional amount to satisfy the
minimum annual quota amount.  Due to economic
conditions in 2008, ForeverGreen International was unable to meet the annual
quota requirements of the agreement with MLS. Therefore, an on-going review of
the quotas and market conditions are being reviewed with MLS to ensure a
long-term unique vendor relationship. MLS continues to share research results
and other data related to the product with ForeverGreen International and both
parties agreed to protect any proprietary information related to the product.
 Both parties agreed to indemnify the other for any claims arising out of
any action taken or omission by the other.  During 2007 and 2008
we relied primarily on one essential oil vendor.  However, as of January
2009, our essential oil products are formulated, processed and sourced with
other key vendors directly by ForeverGreen.  ForeverGreen ended its prior
relationship with its oil vendor to have full control over the manufacturing,
control, quality, sourcing and label and marketing claims of its oils.
 Management believes our oil quality and customer satisfaction is greatly
improved with the new ForeverGreen education system and the delivery of quality
essential oils.  However, some of  our essential oil raw materials may
be limited due to high demand and some raw material shortages that around the
world periodically.  We maintain our
in-house manufacturing capabilities for our FoodFirst line of products.  We
retain our freedom to use any competitive suppliers to garner control over our
product costs, quality and the lead times for manufacturing and delivery.
 We may purchase our raw materials from several different sources and most
of the raw materials we use are readily available in the market place.  We
maintain our product inventory using a system in which we ensure an appropriate
inventory based on the products anticipated movement.  6      Distribution
Network  Our main distribution
center is located in Orem, Utah next to the main corporate office.  We also
have a fulfillment center in Queensland, Australia that improves our product
delivery with cost savings and efficiencies for our Australian and New Zealand
markets.  In addition, we have ForeverGreen offices in Singapore and are
using a third party in the Netherlands to service our Members in the European
Union.  In Mexico, we also use a third party provider to distribute our
products throughout Mexico.  We buy raw materials from third-party
suppliers, manufacture our FoodFirst products in-house and warehouse the bulk
food product at our facilities.  We service individual product orders and
ship to individual customers and Members in the United States, Australia,
Canada, Japan, Mexico, New Zealand, Singapore, the United Kingdom, the
Netherlands and Germany.  Members and their
customers pay for products prior to shipment incurring minimal accounts
receivable for us.  Members and customers have access to place orders on
the ForeverGreen Internet websites, or through a growing call center or even
through facsimile orders.  Typically, Members and customers pay for their
product orders with a credit card.  Less than 2% of our sales are paid for
with cash.  Typically, we experience back orders with less than .05% of our
orders.  ForeverGreen
Takes a Stand for Kindness  One of ForeverGreens
key missions is Kindness. ForeverGreen believes health is the doorway to
kindness, and kindness is health. ForeverGreen and ForeverGreen employees,
distributor members, and officers create a higher standard of focus, serving
humanity one person at a time by doing individual and hands on acts of kindness.
We want to transform the world by transforming people. We call it Standing in
the Drift.  Standing in the Drift means to do whatever a person can
outside of themselves to help lessen the impact of the adversities our world
faces.  Each ForeverGreen member takes a stand in their own community to
make a difference.  ForeverGreen has launched a National school nutrition
program called The Power Lunch Program, partnered with the worldwide poverty
relief organization, Kiva, we have built homes in Mexico, and has supported an
educational drug awareness documentary entitled Happy Valley.  Compensation
Plan  We rely on a system
of network marketing for the distribution of our products through our Members
and customers.  Our revenue depends directly upon the sales efforts of our
Members. We distribute our products exclusively through independent contractor
Members who have contracted directly with us.  Members are entitled to
purchase products from us for personal use or for resale, and the sales by our
Members have the potential to earn commissions.  Individuals who join as a
Member may enroll and sponsor other Members and earn commissions from the resale
of our products as well.  The ForeverGreen Compensation Plan provides many
different ways to earn income for our Members, from Fast start earnings to
personal rebates on Member purchases to unilevel commissions and leadership
pools.  The ForeverGreen
Compensation Plan reaches out to every segment of our society.  An
individual may join as a Member for the exclusive products offered by our
company or for the wholesale prices that are available to Members purchasing
product.  An individual may join ForeverGreen and begin earning commissions
rapidly with minimal investment.  A Member receives a discount on their
personal purchases or the purchases of their customers over a certain amount.
 This provides incentive to discuss successful products and programs with
others.  As a Member assists other individuals join the Members
organization, the new Members generate commission payments to the Upline Member
through their product purchases.  Our Fast Start bonus program pays out 60%
of the point value on a new Members first 28 days of purchases to be shared by
the enrollment tree, providing incentive to advertise our  7      company and products
to others.  Leadership pools reward Members that have established a
downline organization formed into legs with specific sales volume in each leg.
 The leadership pools generate a pro-rata share of a pool in up to 14% of
our commissionable volume during a calendar month.  The newly launched car
bonus program provides incentives to grow the Members business to maximize the
higher ranks in the compensation program as well as drive a new car earned
thanks to their efforts.  Under our compensation system, any Member can
earn commissions and rebates through the ForeverGreen commission structure.  Beginning in 2008 the
compensation plan has been enhanced to simplify the teaching and promoting of
the commissions available to a ForeverGreen member. A member can now earn 7%
seven levels deep from their organization plus 1% on the eighth level for a
total payout of 50% on commissionable volume instead of 31% previously
available.  This 19% difference in the unilevel plan was adjusted in the
leadership pool and the matching bonus was removed from the plan.  The
leadership pools payout is now 12% of our commissionable volume and the 50%
matching bonus has been eliminated creating an additional overall one and
one-half percent (1 1/2%) increase in payout of commissionable volume to Members
in the unilevel portion of our plan.  Our Members progress
though the compensation plan with recognition and ranks that show their standing
and leadership in our.  A Member must generate personal volume (PV)
through either individual purchases or purchases of their customers.  A
Members rank may vary from month-to-month based upon the increase and decrease
in their monthly sales volume.  Even at the lowest rank requiring minimal
volume qualifications, each ForeverGreen Member may earn compensation from
Faststart and Jumpstart programs as they grow their businesses.   The
rank of Learning is indicative of the status of the new Member in the
ForeverGreen business and is the first rank a Member receives by helping four
Members join under them to form three downline legs with a total of 1,000 points
of organizational volume (OV).  The rank of Determined is earned when a
Member has two legs with 1,000 OV and one leg with 100 points.  The
Successful rank is earned by the Member with two legs of 2,500 OV and one leg
of 1,000 OV.  Part-time is the rank a Member earns when their
organization generates two legs with 6,000 OV and one leg with 2,000 points.
 A Member attains Fulltime rank when they have two legs with 15,000 OV
and one leg with 6,000 OV.  Free status is obtained when a Member has
four legs with 15,000 OV and Rainmaker rank is achieved by the Member that
works to develop four legs that are at the rank of Fulltime.  Beginning in 2008, a
Member can immediately earn a $500 car bonus after reaching the rank of Fulltime
their first month, which is two legs with 15,000 OV and one leg with 6,000 OV
instead of maintaining three months time of four legs with seven thousand in
organizational volume. The car bonus has been increased to $750 for a qualified
Member at the Free rank and to $1,000 at the Rainmaker rank.  These amounts
continue month by month for each month qualification is maintained.  At each new rank, the
generational compensation percentages and amount of compensation increases.
 Therefore, an established Member may receive a percentage of sales
generated by an ever growing number of new customers or distributors that are
brought into the plan in their downline.  There are many
competitor companies that offer unilevel plans, Fast Start plans, car bonuses
and Leadership Pools.  However, we believe that our approach of percentage
commission pay out and specific product focus, in conjunction with the
ForeverGreen culture and growth models presents a great improvement on
competitor plans and represents a competitive advantage for our Members.
 Their personal rewards generate incentive to attract many other network
marketing professionals and newcomers alike.  As our Members are rewarded
financially, they are motivated to continue developing an organization to help
others receive financial and recognition rewards and, as a result, we continue
to grow.  We continue to look at ways to improve our commission plan in the
future as we recognize the importance of staying in touch with economic changes
in the market place.  8      Enrollment and
Sponsorship  Enrollment and
sponsorship activities are encouraged, but not required of our Members.
 Successful Members will both enroll and sponsor new Members, as well as
assist their downline Members to successfully do the same.  While we
provide product and company brochures, magazines, internet websites, DVDs and
other sales materials, our greatest success and retention comes from Members who
are accountable and responsible for educating new Members with respect to our
products, the ForeverGreen Compensation Plan and how to build a successful
business.  Generally, Members
who are new to network marketing invite friends, family members, and
acquaintances to attend conference calls, review websites or attend personal or
company sponsored meetings.  Members with a history of network marketing
are quick to invite their contacts within the industry to experience the
difference that our company brings to the industry.  Some people are
attracted to become Members after using our products and desire to obtain the
wholesale prices our Members enjoy.  The new Member is also entitled to
enroll and sponsor other Members in order to build a network of Members and
customers that provide commissions and further financial incentives as well as
recognition from the company.  With the Jumpstart program, a new Member
needs to enroll only four other new Members on the Jumpstart program to
basically pay for the new Members product costs.  Turnover is typical
in the direct selling industry.  Our Members understand that to prevent a
possible decline in their organization and sales volume, the enrollment,
sponsoring and training of new Members is necessary to increase the overall
Member force and motivate new and existing Members.  We may experience
seasonal decreases in Member sponsoring and product sales because of holidays
and customary vacation periods.  We cannot predict the timing or degree of
fluctuations because of the number of factors that impact the sponsoring of new
Members.  We cannot assure that the number, growth or productivity of our
Members will be sustained at current levels or increase in the future.  Our retention rates
improved with the new Jumpstart program that uses tangible steps and guidelines
to help the new Member learn the business and how to effectively sell products
and enroll new Members and customers.  The weekly calls and training
provide a duplicable business model that help new Members successfully begin
their independent contractor business.  Compensation  Each company product
carries a specified number of commission volume points.  Commissions are
based on a Members personal qualification, organizational and leg commission
volumes.  A Member receives commissions based on a percentage of the sales
volume of their downline each month.  Commission qualification volume
points are essentially based upon a percentage of the products wholesale cost,
net of any point-of-sale taxes.  As a Members retail business expands and
as they successfully sponsor other Members into the business, which in turn
expand their own businesses, the Member receives more commissions from the
expanded sales volume of the downline.  A Member receives commission
bonuses by remaining in good standing with the company and generating at least
50 qualification volume points in the FastStart Program or 100 qualification
volume points for the Unilevel program in addition to FastStart or 200
qualification points for all bonuses including the leadership pools in addition
to all other named commission bonuses.  Member
Contract  A potential Member
must enter into a standard Member Agreement which governs the relationship
between the company and the Member in accord with our policies and procedures.
 Any person may join us as a Member to purchase products for personal use
or to build a downline sales organization.  In order to become a Member, a
person may purchase a non-commissionable Member Kit which currently sells  9      for $19.95.  The
Member Kit includes member materials such as the policies and procedures and
instructions to access the internet-based virtual business office with library
access as well as how to obtain an online personalized website.  This
Member Kit accounts for about 1% of our revenues.  No product purchases are
required to become a Member and large inventory product purchases are
discouraged.  However, in order to receive compensation as a Member,
personal or customer monthly purchases and/or personal customer sales are
required.  Our Member Agreement
and Policies and Procedures, which outline the scope of permissible marketing
activities, are posted on our web site and the ForeverGreen Compensation Plan is
also posted on our web site.  Our Member rules and guidelines are designed
to provide Members with maximum flexibility and opportunity within the bounds of
governmental regulations regarding product claims, network marketing and prudent
business policies and procedures.  Members are independent contractors and
are thus prohibited from representing themselves as our agents or as employees
of the company.  Members are obligated to present our products and business
opportunity ethically and professionally.  Members contractually agree to
abide by all local, state and federal laws and regulations pertaining to the
advertising, sale and distribution of our products.  All advertising must
be factual and not misleading and a Member may be terminated for making false
claims about the income potential, the compensation plan, or product
efficacy.  Members must
represent to potential Members that the receipt of commissions is based on sales
volumes and substantial efforts.  Products may be promoted by personal
contact or by literature produced or approved by us.  Products generally
may not be sold, and the business opportunity may not be promoted, in
traditional retail environments.  We are not in a
position to provide the same level of direction, motivation, and oversight to
our Members as we would our own employees because the Members are independent
contractors residing across the United States and in many other countries.
 We review alleged reports of Member misconduct or breach of contract to
enforce contract compliance.  If we determine that a Member has violated
any of the Member Policies or Procedures, we may elect to educate the Member
regarding the contract terms or impose sanctions such as warnings, probation,
suspension of privileges of Membership, withholding commissions until specified
conditions are satisfied, terminate the distributors rights completely or other
appropriate injunctive relief.  A Member may voluntarily terminate their
Membership at any time.  Markets  We provide exclusive,
innovative nutritional and whole food products which are natural foods and
products that are eaten or consumed to achieve healthy effects in the body.
 While the nutritional supplement industry consisting of individually
standardized supplements, herbs and the like has been flat in recent years, the
exclusive and proprietary products protected through trade secrets, proprietary
processes and ingredients have experienced great growth.  In addition, the
functional foods of our pulse and Nice bars of the FoodFirst line and our
organic, dark 24 Karat Chocolate® is experiencing growth as is our essential
oils line of products.   We offer our products
on the Internet.  We include a virtual office website with each Member Kit
purchase so that Members can manage and operate their businesses successfully.
 This site is password protected and exclusive to Members with access to
company news, product tracking, product information, a library of company
documents geared to help them with their business and a frequently asked
questions page, among other things.  In addition, we offer the
frequensea.com website model to our Members allowing them to obtain an immediate
online presence and personal URL for their business.  Features on this
website include company information, video and flash presentations, prospect
management and follow-up, online registration of new Members, online product
ordering, online  10      customer service and
a contact me function that allows anyone visiting the site to contact, via
email, the Member directly.  Competition  The market for
products designed to enhance mental and physical performance is large and
intensely competitive.  Our primary competition includes other network
marketing companies that manufacture and market herbal remedies, personal care
and nutritional products.  We also compete with major retail businesses
that provide the same categories of products that we offer.  We compete
with these other companies by emphasizing our company culture, the exclusive
access to certain products, the effectiveness and quality of our products and
the convenience of our distribution system.  We emphasize products that
improve health through a diet of whole-food beverages and real food rather than
pills and supplements.  All of our products strive to be 100% natural and,
to the extent possible, organic.  Our health beverage
FrequenSea is the first beverage tonic product to provide the benefits of marine
phytoplankton in a proprietary health tonic with ionic sea minerals, rose,
ginger and frankincense.  Other network marketing beverages compete with
FrequenSea in the category of health beverages consisting of fruit juices from
around the world such as mangosteen, noni, acai and other fruit or plant
products.  Many of our FoodFirst
products compete with health bars and nutritional supplements offered by many
competitor companies as meal replacement products.  Our essential oils and
personal care products compete with companies such as NuSkin, Neways and Young
Living Essential Oils.  Many of our
competitors have much greater name recognition and financial resources.  In
addition, herbal remedies, personal care and nutritional products can be
purchased in a wide variety of channels of distribution.  While we believe
that consumers appreciate the convenience of ordering products from home through
a sales person or through a catalog, the buying habits of many consumers
indicate they may not wish to change their habits of purchasing products through
traditional retail channels.  We also compete for
distributor Members with other direct selling organizations, many of which have
a longer operating history and higher visibility, name recognition, and
financial resources.  Some of the dominant network marketing companies in
our existing markets are Amway Corporation, Herbalife and Nu Skin Enterprises.
 We also compete with many smaller network marketing companies that also
offer personal care products, health and nutrition products.  We compete
for new distributors on the strength of our product line, leadership training,
compensation plan, marketing focus and direction and management leadership
strengths.  Trademarks,
Patents and Intellectual Property  We have secured or
are in the process of securing trademark protection for our important trademarks
in the United States and around the world where we are conducting business.
 Trademark protection is important to brand name recognition and Member and
consumer loyalty as we expand internationally.  We intend to register our
important trademarks in the United States and other countries where we are
growing.  A number of our products utilize proprietary formulations and
processes.  We do not own any
patents, but use trade secrets, confidentiality and non-disclosure agreements
and proprietary processes to protect our intellectual property.  Some of
our venders have secured patents or are seeking patents to continue the
exclusivity for the products they supply to us.  11      Government
Regulations  Direct
Selling Activities  Direct selling
activities are regulated by various federal, state and local governmental
agencies in the United States and foreign countries.  We believe that our
method of distribution is in compliance in all material respects with the laws
and regulations relating to not-for-resale and direct selling activities in the
United States, Mexico, Japan, Canada, Singapore, New Zealand, Australia,
Germany, the Netherlands and the United Kingdom.  These laws and
regulations are generally intended to prevent fraudulent or deceptive schemes,
often referred to as pyramid, money games, business opportunity or chain
sales schemes, that promise quick rewards for little or no effort, require high
entry costs, use high pressure recruiting methods, and/or do not involve
legitimate products.  The laws and regulations in our current markets often
impose certain cancellation/product return, inventory buy-backs and
cooling-off rights for consumers and Members, require us or our Members to
register with the governmental agency, impose certain requirements on us, and/or
impose various requirements.  The purpose of these
laws and regulations is to ensure that Members are being compensated for sales
of products and not for recruitment of new Members.  The extent and
provisions of these laws vary from state to state and internationally.
 International laws may impose significant restrictions and limitations on
our business operations.  For example, in international countries where we
have not yet established a local office, our Members and customers purchase
product through a not-for-resale program enabling them to receive product for
personal consumption, but not retail the product to customers.  Any assertion or
determination that we are not in compliance with existing laws or regulations
could potentially have a material adverse effect on our business and results of
operations.  We cannot assure that regulatory authorities in our existing
markets will not impose new legislation or change existing legislation that
might adversely affect our business in those markets.  Also, we cannot
assure that new judicial interpretations of existing law will not be issued that
adversely affect our business.  Regulatory action, whether or not it
results in a final determination adverse to us, has the potential to create
negative publicity, with detrimental effects on the motivation and recruitment
of our Members and, consequently, on our revenue and net income.  Regulation
of Personal Care and Nutritional Food Products  Our products and
related marketing and advertising are subject to governmental regulation by
various domestic agencies and authorities, including the Food and Drug
Administration which regulates food, medical products and cosmetics.  The
advertising and marketing of our products are regulated by the Federal Trade
Commission which enforces consumer protection laws in regard to truth in
advertising.  The Consumer Product Safety Commission protects the public
from unreasonable risk of injuries and death associated with consumer products,
and the United States Department of Agriculture regulates food safety and
quality.  Similar types of agencies exist in our foreign markets. To date,
we have not experienced any complications regarding health or safety and food
and drug regulations for our products.  12       Our markets have
regulations concerning product formulation, labeling and packaging.  These
laws and regulations often require us to, among other things, conform product
labeling to the language and regulations, and register or qualify products with
the applicable government authority or obtain necessary approvals or file
necessary notifications for the marketing of such products.  Many of our
existing markets also regulate product claims and advertising.  These laws
regulate the types of claims and representations that can be made regarding the
capabilities of products.  For example, in the United States we are unable
to make any claim that our nutritional products will diagnose, cure, mitigate,
treat, or prevent disease.  In September, 2007, the Australian governmental
entity, Therapeutic Goods Administration inspected our third party distribution
facility and asked that company modify a product marketing brochure for use in
Australia.  The company complied with this request and this issue has been
resolved.  Employees  As of the date of
this filing we have over 56 full time employees with some services, employee and
management functions being performed by ForeverGreen employees.  Many of
these employees directly support the Member network.  Our employees are not
presently covered by any collective bargaining agreement.  We believe our
relationships with our employees are good, and we have not experienced any work
stoppages.  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
recovery 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.  13       Failure to achieve
and maintain effective internal controls in accordance with Section 404 of the
Sarbanes-Oxley Act could lead to loss of investor confidence in our reported
financial information.  Pursuant to Section
404 of the Sarbanes-Oxley Act of 2002, we are required to furnish a report by
our management on our internal control over financial reporting.  If we
cannot provide reliable financial reports or prevent fraud, then our business
and operating results could be harmed, investors could lose confidence in our
reported financial information, and the trading price of our stock could drop
significantly.  In order to achieve compliance with Section 404 of the Act
within the prescribed period, we have engaged in a process to document and
evaluate our internal control over financial reporting, which has been
challenging.  We cannot assure you as to our independent auditors
conclusions at December 31, 2009 with respect to the effectiveness of our
internal control over financial reporting.  There is a risk that our
independent auditors will not be able to conclude at December 31, 2009 that our
internal controls over financial reporting are effective as required by Section
404 of the Act.  If we fail to achieve
and maintain the adequacy of our internal controls, as such standards are
modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the
Sarbanes-Oxley Act.  Moreover, effective internal controls, particularly
those related to revenue recognition, are necessary for us to produce reliable
financial reports and are important to helping prevent financial fraud.   ITEM
2.  PROPERTIES  We have three
building leases for office, warehouse and production space located in Orem,
Utah.  The office space lease began January 1, 2005 and expires December
31, 2009 with provisions for an automatic five year extension and has a monthly
payment of $5,784.  The warehouse space lease began March 1, 2005 and
expires February 28, 2010 with provisions for an automatic five year extension
and has a monthly payment of $7,500 per month.  The production space lease
for $8,531 per month began September 1, 2006 and expires August 31, 2013 with
provisions for an automatic five year extension.   All of these leases
have a provision for an annual increase of 3%.  The buildings we lease are
sufficiently large enough to accommodate all of our administrative, warehouse
and production needs.  Beginning April 1,
2008 we leased an office building in Mexico on a 24 month lease for
approximately $2,217US per month.  We leased an office building in
Singapore on a one year lease beginning April 2008 for approximately $3,950US
per month.  We follow the guidance in the FASB Technical Bulletin No. 85-3
and record rent expense using straight-line over the life of each lease.   ITEM
3.  LEGAL PROCEEDINGS  On March 17, 2008 our
transfer agent Standard Registrar and Transfer Company filed an interpleader
complaint in the Third District Court, State of Utah in and for Salt Lake
County, Salt Lake Department to determine the status and ownership of
ForeverGreen Share Certificate No. 5931 representing 20,000 shares of common
stock.  ForeverGreen claims that the certificate should be surrendered as
the shares were not paid for because adequate consideration was not received
from Mr. Fifield because he resigned his employment prior to the term
ForeverGreen required of him.  Mr. Fifield claims ownership of the
certificate and has requested its transfer prior to ForeverGreen requesting a
stop transfer on the certificate.  Mr. Fifield has not returned the
certificate and this action is ongoing.  On February 5, 2009
Frank R. Spindler, an individual, filed a claim against ForeverGreen
International, LLC in Magistrates Court of Queensland - Southport. The claim
alleges breach of contract related to the incorporation of ForeverGreen Pty Ltd,
an Australian company, and seeks AU$30,100 in damages for  14      costs of
incorporating such entity.  Management believes the claim is baseless and
intends to vigorously defend against the claim.  Legal counsel is reviewing
the matter. We are involved in
various other disputes and legal claims arising in the normal course of our
business.  In the opinion of management any resulting litigation will not
have a material effect on our financial position and results of operations.  ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  We have not submitted
a matter to the vote of our shareholders during the fourth quarter of the 2008
fiscal year.  PART II  ITEM
5.  MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES  Market
Information  Our common stock is
listed on the OTC Bulletin Board under the symbol FVRG.  The following
table represents the range of the high and low trading prices of our common
stock for each quarter of the 2008 and 2007 years as reported by the OTC
Bulletin Board.  The following quotations represent prices between dealers
and may not include retail markups, markdowns, or commissions and may not
necessarily represent actual transactions.  2007

2008Fiscal
Quarter Ended
High
Low

High
LowMarch
31
June 30
September
30
December
31
$ 2.95
2.63
2.08
1.70
$ 1.55
1.80
1.20
1.10

$ 1.65
1.70
1.65
1.09
$ 1.20
1.35
1.05
0.29  Our shares are
subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act,
commonly referred to as the penny stock rule.  The rule defines penny
stock to be any equity security that has a market price less than $5.00 per
share, subject to certain exceptions.  The rule provides that any equity
security is considered to be a penny stock unless that security is registered
and traded on a national securities exchange meeting specified criteria set by
the SEC or excluded from the definition on the basis of price (at least $5.00
per share) or the issuers net tangible assets.  Trading in the penny
stocks is subject to additional sales practice requirements on broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors.  Accredited investors, in general, include certain institutional
investors and individuals with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with their spouse.  For transactions
covered by these rules, broker-dealers must make a special suitability
determination for the purchase of our securities and must have received the
purchasers written consent to the transaction prior to the purchase.
 Additionally, for any transaction involving a penny stock, the rules
require the delivery, prior to the first transaction, of a risk disclosure
document relating to the penny stock.  A broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered
representative, and current quotations for the security.  Finally, monthly
statements must be sent to the  15      purchaser disclosing
recent price information for the penny stocks.  Consequently, these rules
may restrict the ability of broker-dealers to trade or maintain a market in our
common stock and may affect the ability of shareholders to sell their shares.  Holders  As of March 2, 2009
we had 180 shareholders of record, which does not include shareholders who hold
shares in street accounts of securities brokers.  Dividends  We have not paid cash
or stock dividends and have no present plan to pay any dividends, intending
instead to reinvest our earnings, if any.  For the foreseeable future, we
expect to retain any earnings to finance the operation and expansion of our
business and the payment of any cash dividends on our common stock is unlikely.  Recent Sales of
Unregistered Securities  On November 25, 2008
we issued 63,000 shares of restricted common stock, valued at $37,800, to Donald
R. Mayer, officer of Universal Business Insurance, Inc., in consideration for
the renewal fee of our Corporations Officers and Directors Liability Insurance.
 We relied on an exemption from the registration requirements provided for
a private transaction not involving a public distribution pursuant to Section
4(2) of the Securities Act.  Issuer Purchase
of Securities  None. ITEM
6.  SELECTED FINANCIAL DATA  Not applicable.  ITEM
7.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  Executive
Overview  ForeverGreen
Worldwide is a holding company which operates through its wholly-owned
subsidiary, ForeverGreen International, LLC.  We intend to continue our
emphasis as a total lifestyle company focused on bringing our domestic and
international Members and customers the exclusive FrequenSea product, any new
products and ForeverGreen Compensation Plan earnings and commissions.
  In addition, our focus is to assist prospective Members in creating
a home based business with home business training, mentorship and accountability
to promote our residual income stream opportunities.  We also intend to
provide organic chocolates, weight management products, convenient whole foods
for meals and snacks, personal care products and essential oils to our domestic
Members and customers.  As our international markets mature, additional
ForeverGreen products may also be introduced in each international market.
 We will seek relations with key vendors to continue developing cutting
edge products that are exclusive to our Members.   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  16      customer service and
Member satisfaction level at the highest quality.  Overcoming economic down
turns will require skilled personnel, and manufacturing and shipping facilities.
 Management will prepare its operating activities, especially production
and order fulfillment, for the current economic environment as well as prepare
itself for the upturn of demand as people continue to look for other income
opportunities and choose ForeverGreen the company they can align with for their
future.  We are expanding our
markets and exclusive products and we anticipate the need to expand our
international logistics centers.  The rewards include increased sales and
diversified market incomes.  International expansion is very expensive and
key Members are required to experience rapid growth to be profitable in a
foreign country.  Liquidity and
Capital Resources  At December 31, 2008,
we had cash of $142,704, with a working capital deficit of $1,973,938.  We
recorded revenues of $21,749,773 for 2008, but recorded a net operating loss of
$1,048,301.  During 2008 we financed our operations with revenues and loans
from related parties totaling $850,000.  Based on these factors, our
independent accounting firm has expressed an opinion that there is substantial
doubt as to our ability to continue as a going concern.  However,
management has reduced our operating costs by reducing overhead and staff, and
we have made salary adjustments.  Management is also negotiating with our
key vendors to reduce costs.  During 2008 we have introduced new logistic,
sales and distribution software that will reduce computer costs going forward.
  New products have been and will continue to be introduced to bolster
Member recruiting and product sales.  In addition, management intends to
improve our marketing plan to enhance overall profitability.  Our
management will continue to scrutinize expenses related to our operating
activities and order fulfillment to determine appropriate actions to take to
reduce these costs; however, we cannot guarantee that we will be able to return
to profitability in the short term.  Our total assets
increased to $16,458,803 at December 31, 2008 compared to $15,489,396 at
December 31, 2007. The increase is primarily due to product introductions in
2008 and a down turn in revenues in the fourth quarter resulting in an increase
in inventory resulting from the timing of ordering and delivery of product; and
an increase in property and equipment of $185,069 (net of depreciation) as we
invest in our in house business hardware and software.  Management
anticipates that any future additional capital needed for cash shortfalls will
be provided by debt financing.  We may pay these loans with cash, if
available, or convert these loans into common stock.  We may also issue
private placements of stock to raise additional funding.  Any private
placement likely will rely upon exemptions from registration provided by federal
and state securities laws.  The purchasers and manner of issuance will be
determined according to our financial needs and the available exemptions.
 We also note that if we issue more shares of our common stock then our
shareholders may experience dilution in the value per share of their common
stock.  Commitments and
Contingent Liabilities  We have three
building leases for office, warehouse and production space in Orem, Utah.
 The aggregate monthly payments are $21,815 with total lease commitments of
$832,841 through 2012.  Rent expense for 2008 was $486,368 compared to
$384,056 for 2007.   Our total liabilities
at December 31, 2008 were $4,096,024 compared to $2,076,952 at December 31,
2007.  The increase was primarily due to increases in accounts payable,
accrued expenses and notes payable.  Accounts payable increased by $934,998
as inventory purchases were committed on new product introductions during 2008.
 Current notes payable increased by $610,059 as a result of loans  17      provided by First
Equity Holdings Corp. totaling $787,500, of which $240,000 was repaid in 2008,
and loans from George Brimhall that totaled $62,500 (See Item 13, below).
  ForeverGreen International borrowed these funds from these related
parties during 2008 to support the introduction of new product launches, develop
and bring in house our own logistic, sales and distributor software and systems,
and operating expenses to manage through the worldwide economic downturn.  In January 2009 we
borrowed an additional $60,000 each from First Equity Holdings Corp. and Mr.
Brimhall for ongoing operations (See Item 13, below).  Results of
Operations  The following chart
summarizes the consolidated financial statements of ForeverGreen Worldwide for
the years ended December 31, 2008 and 2007.  The consolidated balance
sheets and 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 those periods and
should be read in conjunction with the financial statements, and notes thereto,
included with this report at Part II, Item 8, below.  Year ended December 312007

2008SUMMARY
OF BALANCE SHEETCash
and cash equivalents
$   
       20,382

$       142,704Total
current assets
1,243,895

2,095,907Total
assets
15,489,396

16,458,803Total
current liabilities
2,048,979

4,069,845Long-term
debt
27,973

26,179Total
liabilities
2,076,952

4,096,024Accumulated
deficit
(17,280,529)

(18,353,031)Total
stockholders equity
$    13,412,444

$  12,362,779SUMMARY
OF OPERATING RESULTSRevenues,
net
$    22,699,525

$   21,749,773Cost
of sales
16,298,596

16,406,581Gross
profit
6,400,929

5,343,192  18       SUMMARY
OF OPERATING RESULTS -continuedYear ended December 312007

2008Total
operating expenses
$       6,344,508

$ 
     6,391,493Net
income (loss) from continuing operations
56,421

(1,048,301)Total
other income (expense)
(11,054)

(24,201)Income
tax provision (benefit)


Net
earnings (loss)
$    
       45,367

$      (1,072,502)Net
earnings (loss) per share (basic)
$      
        0.00

$  
          (0.08)  Our source of revenue
is from the sale of various foods, other natural products, distributor sign ups
and kits and freight and handling to delivery products to the distributor and
customer.  We recognize revenue upon shipment of a sales order.  Sales
are net of returns, which have historically been less than 0.2% of sales.
 Sales for 2008 decreased in comparison to 2007.  This decrease in
sales is attributable to the worldwide economic downturn: ForeverGreens
revenues are over 90% based in the United States which has been particularly
hurt by the economic downturn.  Cost of sales
consists primarily of sales commissions paid to our Members, 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
75.4% of revenues for 2008 compared to 71.8% of revenues for 2007.  Sales
commissions are paid to several levels of Members on each product sold.
 Sales commissions are paid to Members on a monthly basis based upon
personal and group sales volume.  Additional bonuses are paid weekly to
Members.  The overall payout average for sales commissions increase by
approximately 2% for 2008 compared to 2007.  The increase is attributed to
two key factors: special promotions were introduced in the fourth quarter to
manage the economic downturn and move additional inventory; plus additional
payments were made in a transitional phase in the first quarter as the plan was
adjusted and enhanced.  Cost of procuring and packaging products increased
approximately 0.5% as new product introductions were launched in 2008.
 Freight cost increased approximately 1.1% as fuel and transportation cost
increased by our carriers.  Total operating
expenses increased for 2008 compared to 2007 by $46,988 as a result of increases
in general and administrative expense of $284,637 due to the introduction of new
products during 2008. General and administrative expenses include our general
office, marketing, and travel related expenses.  Salaries and wages
decreased in 2008 compared to 2007 by $187,243 as a result of the executives and
higher management taking an average salary reduction of more than 15% for
approximately five months of 2008.  As revenues continue to be slower in
2009 compared to 2008, necessary layoffs have been made in the first quarter of
2009, as well as the current executives and many of the management team continue
at a more then average 20% salary reduction.  19       Professional fees
decreased for 2008 compared to 2007 by $57,799 due to the introduction of our
own in house logistic, sales and distributor software and systems being
introduced in August of 2009. Professional fees include payments to third-party
operators in foreign offices, legal and accounting fees, programming and
maintenance of our distributor and sales software, and other services  Depreciation and
amortization increased in 2008 compared to 2007 by $7,390 due to the addition of
the assets of ForeverGreen and their related depreciation, as well as asset
acquisitions in 2008.  Total other expense
for the 2008 year was related to interest expense on loans.  As a result of
decreased revenues and a worldwide economic downturn in the 2008, we recorded a
net loss for 2008 and a net loss per share of $0.08, as compared to a net profit
in 2007 and $0.00 net income per share  Off-balance
Sheet Arrangements  None.  Critical
Accounting Estimates  We account for our
investments in our subsidiaries using the purchase method of accounting.
 The excess of the consideration paid for subsidiaries over the fair value
of acquired tangible assets less the fair value of acquired liabilities is
assigned to intangible assets and goodwill.  We rely on an independent
third party valuation to ascertain the amount to allocate to identifiable
intangible assets, and the useful lives of those assets.  We amortize
identifiable intangible assets over their useful life unless that life is
determined to be indefinite.  The useful life of an intangible asset that
is being amortized is evaluated each reporting period as to whether events and
circumstances warrant a revision to the remaining period of amortization.
 Goodwill is not amortized, but is tested for impairment on an annual
basis.  The implied fair value of goodwill is determined by allocating fair
value to all assets and liabilities acquired; the excess of the price paid over
the amounts assigned to assets and liabilities acquired is the implied fair
value of goodwill.  We calculated
ForeverGreen Internationals customer base intangible using a percentage of the
gross margin of ForeverGreen International.  We will amortize the customer
base over a period of ten years.  The amortization for 2008 was $85,590
compared to $85,590 for 2007.  We recorded
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 a annual analysis for the period ended December 31, 2008 and determined no
adjustment to long-lived assets was needed.    20      ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   FOREVERGREEN WORLDWIDE CORPORATION  CONSOLIDATED FINANCIAL STATEMENTS  December
31, 2008 and 2007   C O N T
E N T S   Report
of Independent Registered Public Accounting Firm 22  Consolidated
Balance Sheets 23  Consolidated
Statements of Operations and Comprehensive Income 24  Consolidated
Statements of Stockholders Equity 25  Consolidated
Statements of Cash Flows 26  Notes
to the Consolidated Financial Statements 27   21       [Logo]
CHISHOLM,
BIERWOLF, NILSON & MORRILL, LLC
Certified
Public Accountants
Phone
(801) 292-8756   Fax (801) 292-8809   www.cbnmcpa.com
Todd D.
Chisholm
Nephi J. Bierwolf
Troy F. Nilson
Douglas W.
Morrill  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To
The Board of Directors and Shareholders ForeverGreen Worldwide Corp Orem, Utah  We
have audited the accompanying consolidated balance sheets of ForeverGreen
Worldwide Corporation as of December 31, 2008 and 2007, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity and cash flows for the years ended December 31, 2008 and 2007. These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statements presentation. We believe
that our audits provide a reasonable basis for our opinion.  In
our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
ForeverGreen Worldwide Corporation as of December 31, 2008 and 2007, and the
consolidated results of its operations and its cash flows for the years ended
December 31, 2008 and 2007 in conformity with accounting principles generally
accepted in the United States of America. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 12
to the financial statements, the Company has a working capital deficiency, and
has negative cash flows from operations and recurring operating losses
substantially since inception which raise substantial doubt about its ability to
continue as a going concern.  Management's plans in those matters are also
described in Note 12.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  /s/ Chisholm, Bierwolf, Nilson & Morrill LLC  Chisholm, Bierwolf, Nilson & Morrill LLC Bountiful, Utah March 31, 2009  PCAOB
Registered, Members of AICPA, CPCAF and UACPA533 West 2600 South, Suite
25   Bountiful, Utah 84010
12
South Main, Suite 208, Layton, Utah 84041     22       ForeverGreen
Worldwide Corporationformerly Whole Living, Inc.Consolidated Balance SheetsASSETS

December 31, 2008

December 31, 2007CURRENT
ASSETSCash
and cash equivalents
$
142,704
$
20,382Prepaid
expenses

85,962

277,186Inventory

1,867,241

946,327Total
Current Assets

2,095,907

1,243,895PROPERTY
AND EQUIPMENT, net

719,058

533,989OTHER
ASSETSDeposits
and other assets

99,486

98,482Trademarks,
net

60,551

43,639Customer
base, net

684,720

770,310Goodwill

12,799,081

12,799,081Total
Other Assets

13,643,838

13,711,512TOTAL
ASSETS
$
16,458,803
$
15,489,396LIABILITIES AND STOCKHOLDERS' EQUITYCURRENT
LIABILITIESBank
overdraft
$
238,475
$
123,831Accounts
payable

1,710,296

775,298Accrued
expenses

1,260,605

1,148,295Due
to related parties

148,855

-Banking
line of credit

100,000

-Current
portion of notes payable

1,614

1,555Current
portion of notes payable - related parties
610,000

-Total
Current Liabilities

4,069,845

2,048,979LONG-TERM
DEBTNotes
payable

26,179

27,973Total
Long-Term Debt

26,179

27,973Total
Liabilities

4,096,024

2,076,952COMMITMENTS

-

-STOCKHOLDERS'
EQUITYPreferred
stock;  no stated par value;  authorized10,000,000
shares;  no shares issued or outstanding
-

-Common
stock, par value $0.001 per share;  authorized100,000,000
shares; 13,992,141 and 13,904,014 sharesissued
and outstanding, respectively
13,992

13,904Additional
paid-in capital

30,742,153

30,668,761Prepaid
equity expenses

(19,245)

-Other
comprehensive income

(21,090)

10,308Accumulated
deficit

(18,353,031)

(17,280,529)Total
Stockholders' Equity

12,362,779

13,412,444TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
$
16,458,803
$
15,489,396The accompanying notes are an integral part of these
consolidated financial statements   23       ForeverGreen Worldwide CorporationConsolidated Statements of Operations and Comprehensive
IncomeFor the years endedDecember 31,2008

2007REVENUES,
net
$    
      21,749,773

$     22,699,525COST
OF SALES, net
16,406,581

16,298,596GROSS
PROFIT
5,343,192

6,400,929OPERATING
EXPENSESSalaries
and wages
3,648,304

3,835,547Professional
fees
638,690

696,489General
and administrative
1,810,902

1,526,265Depreciation
and amortization
293,597

286,207Total
Operating Expenses
6,391,493

6,344,508NET
OPERATING INCOME (LOSS)
(1,048,301)

56,421OTHER
INCOME (EXPENSE)Other
income and (expense), net
5,835

-Gain/(Loss)
on Sale of Fixed Assets
-

(4,928)Interest
(net)
(30,036)

(6,126)Total
Other Income (Expense)
(24,201)

(11,054)Income
(loss) from continuing operations beforeincome
tax provision
(1,072,502)

45,367Income
Tax Provision (Benefit)
-

-NET
INCOME (LOSS)
$          
 (1,072,502)

$ 
           45,367BASIC
INCOME (LOSS) PER COMMON SHARE
$
              
      (0.08)

$ 
                0.00WEIGHTED
AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
3,927,231

13,632,562A
summary of the components of other comprehensive income (loss) for
thefiscal
years ended December 31, 2008 and 2007 are as follows:Net
Income (Loss)
$            (1,072,502)

$ 
           45,367Foreign
Currency Translation
(31,398)

10,308Comprehensive
Income (Loss)
$        
   (1,103,900)

$ 
           55,675  The accompanying notes are an integral part of these consolidated
financial statements    24





ForeverGreen Worldwide CorporationConsolidated Statements of Stockholders' EquityFor the years ended December 31, 2007 and 2008Additional



Other

PrepaidPreferred Stock

Common Stock

Paid-in

Accumulated

Comprehensive

EquityShares

Amount

Shares

Amount

Capital

Deficit

Income

ExpensesBalance,
January 1, 2007
-

$      
         -

11,908,328

$     
  11,909

$    
  26,541,052

$     
 (17,325,896)

$
          
                 -

$
           
             -Shares
issued for servicesat
$1.60 per share
-

-

45,000

45

71,955

-

-

(54,474)Shares
issued for servicesat
$1.60 per share
-

-

22,500

22

35,978

-

-

-Shares
issued to retire relatedparty
notes at $2.00 per share
-

-

1,928,186

1,928

4,008,698

-

-

-Forgiveness
of related party debt
-

-

-

-

11,078

-

-

-Amortization
of prepaid expenses
-

-

-

-

-

-

-

54,474Foreign
currency translation
-

-

-

-

-

-

10,308

-Net
income for the year endedDecember
31, 2007
-

-

-

-

-

45,367

-

-Balance,
December 31, 2007
-

-

13,904,014

13,904

30,668,761

(17,280,529)

10,308

-Shares
issued for servicesat
$1.42 per share
-

-

25,127

25

35,655

-

-

(15,124)Shares
issued for servicesat
$0.60 per share
-

-

63,000

63

37,737

-

-

(31,500)Amortization
of prepaid expenses
-

-

-

-

-

-

-

27,379Foreign
currency translation
-

-

-

-

-

-

(31,398)

-Net
loss for the year endedDecember
31, 2008
-

-

-

-

-

(1,072,502)

-

--

$       
         -

13,992,141

$        13,992

$    
  30,742,153

$       (18,353,031)

$       
        (21,090)

$      
      (19,245)  The accompanying notes are an integral part of these consolidated
financial statements


25


ForeverGreen Worldwide CorporationConsolidated
Statements of Cash FlowsFor the
years endedDecember 31,2008

2007CASH FLOWS FROM OPERATING
ACTIVITIES:Net income (loss)
$        (1,072,502)

$              45,367Adjustments to reconcile net
income (loss) to net cashprovided by (used
in) operating activities:Depreciation and
amortization
293,597

286,207Common stock issued for
services rendered
42,216

108,000Loss on sale of property and
equipment
-

4,928Changes in operating assets and
liabilities:(Increase)
decrease in operating assetsAccounts receivable
-

237,196Prepaid expenses
191,223

(124,058)Inventory
(920,914)

389,362Deposits
(1,004)

4,734Increase
(decrease) in operating liabilitiesAccounts payable and accrued
expenses
1,208,182

(756,301)Net Cash Provided by/(Used in)
Operating Activities
(259,202)

195,435CASH FLOWS FROM INVESTING
ACTIVITIES:Cash received on sale of
property & equipment
-

4,000Purchases of property and
equipment
(389,468)

(243,753)Cash paid for trademarks
(20,519)

(41,897)Net Cash (Used in) Investing
Activities
(409,987)

(281,650)CASH FLOWS FROM FINANCING
ACTIVITIES:Bank Overdraft
114,644

-Proceeds from Line of
Credit
1,880,043

-Payments on Line of
Credit
(1,780,043)

-Proceeds from notes payable -
related parties
850,000

-Payments on notes payable -
related parties
(240,000)

-Payments on notes payable
(1,735)

(1,371)Net Cash Provided by/(Used in)
Financing Activities
822,909

(1,371)Effect of Foreign Currency on
Cash
(31,398)

10,308NET INCREASE (DECREASE) IN
CASH
122,322

(77,278)CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR
20,382

97,660CASH AND CASH EQUIVALENTS AT
END OF YEAR
$
    
       142,704

$
    
         20,382SUPPLEMENTAL CASH FLOW
INFORMATIONCash Paid for Interest
$                7,670

$
     
          2,128Cash Paid for Taxes
-

-NON-CASH FINANCING
ACTIVITIESCommon Stock Issued for
Services Rendered
$
    
        42,216

$ 
           108,000Common Stock Issued for Relief
of Debt
$
    
        12,019

$ 
        4,010,626  The accompanying notes are an integral part of these consolidated
financial statements  26       FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
1 - SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES  a.
Organization  The
Company was incorporated on November 25, 1998 in the state of Utah.  On
November 30, 1998, Whole Living, Inc. acquired the assets, leases, product line
and name of Brain Garden, L.L.C., a Utah limited liability company engaged in
the marketing and distribution of various natural food products, oils and bath
salts.  The Company did business under the name of Brain Garden, and
maintained its headquarters in Provo, Utah.  On
November 30, 1998, the Company acquired many of the assets, lease obligations
and much of the product line of Brain Garden.  The acquisition was recorded
using the purchase method of a business combination.  Intangible assets
such as distributor down lines, customer lists and product name identifications
were recorded in the acquisition in the amount of $43,294 and were amortized
over 60 months.  The Company paid $283,800 for the purchase of Brain Garden
assets, and assumed leases in the amount of $14,500.  The Company also
assumed an operating lease for office space which expired during 1999.  On
May 24, 1999 the Company entered into an agreement to merge with Whole Living,
Inc. a Nevada Corporation (WLN) which was a non-operating public company with
cash of $150,000 and a note receivable of $650,000 from Whole Living, Inc.
(Utah) for funds advanced in contemplation of the merger.  Pursuant to the
merger, WLN issued 6,000,000 shares of common stock to the shareholders of the
Company for all outstanding stock of the Company.  The merger was recorded
as a reverse merger, with Whole Living, Inc. (Utah) being the accounting
survivor.  A reverse merger adjustment was made to the books of the Company
to reflect the change in capital to that of WLN.  No goodwill or intangible
assets were recorded in the reverse acquisition.  In
March 2002, the Company incorporated Brain Garden, Inc. as a wholly owned
subsidiary.  The assets of the Company were subsequently transferred to
Brain Garden.  On
January 13, 2006 the Company entered into an agreement whereby it exchanged
1,266,667 shares of its post-reverse split common stock for a 23% interest in
ForeverGreen International, LLC. a privately held company.  This
acquisition is accounted for on the equity method of accounting.  As part
of this reorganization the officers and directors of the Company resigned and
officers of ForeverGreen International, LLC were appointed as officers of the
Company.  ForeverGreen
International, LLC was organized on February 19, 2003 in the state of Utah.
 The Company engages in the marketing and distribution of chocolate and
various natural food products, oils and bath salts.  In August 2005 the
Company introduced FrequenSea, a nutritional beverage which includes marine
phytoplankton, which helped the Company to increase sales dramatically.
 ForeverGreen International, LLC does business under the name of
ForeverGreen International, and maintains its headquarters in Orem, Utah.  27      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  a.
Organization - continued  In
conjunction with the January 13, 2006 acquisition the Board of Directors of the
Company approved a 15:1 reverse split of its common shares, which was
subsequently completed in February, 2006.  The
companies operated under common management to distribute the products of both
companies jointly as though from one company. The combined operation
subsequently combined their product lines and created a new unified catalog.  On
October 15, 2006, Whole Living, Inc. entered into an agreement to purchase the
remaining 77% interest of ForeverGreen International, LLC and to formally merge
with Brain Garden Inc., a wholly owned subsidiary of Whole Living, Inc., to
become effective December 31, 2006.  They announced they would change the
combined company name to ForeverGreen Worldwide Corporation.  The combined
company sells products in the United States, Canada, Australia, New Zealand,
Singapore, Japan, United Kingdom, the Netherlands, and Germany and currently has
plans to expand into other areas of the world.   Whole Living, Inc.
changed its name to ForeverGreen Worldwide Corporation in December 2006.  During
the last quarter of 2007, the company began operations in Mexico.  b.
Recognition of Revenue Revenues
and costs of revenues from services are recognized during the period in which
the services are provided.  The Company applies the provisions of SEC Staff
Accounting Bulletin ("SAB") No. 104, Revenue Recognition in Financial Statements
("SAB 104"), which provides guidance on the recognition, presentation, and
disclosure of revenue in financial statements filed with the SEC. SAB 104
outlines the basic criteria that must be met to recognize revenue and provides
guidance for disclosure related to revenue recognition policies. In general, the
Company recognizes revenue related to monthly contracted amounts for services
provided when (i) persuasive evidence of an arrangement exists, (ii) delivery
has occurred or services have been rendered, (iii) the fee is fixed or
determinable, and (iv) collectibility is reasonably assured.  The
Companys source of revenue is from the sale of various food and other natural
products.  The Company recognizes the sale upon shipment of such goods.
 The Company offers a 100% satisfaction guarantee against defects for 30
days after the sale of their product.  The Company extends this return
policy to its distributors for a 30 day period and the consumer has the same
return policy in effect against the distributor.  Returns are less than
0.2% of sales for both periods presented.  Revenues are reported net of
returns.  All conditions of FASB 48 are met and the revenue is recorded
upon sale, with an estimated accrual for returns where material.  Members
are required to pay for products prior to shipment. Accordingly, we seldom carry
accounts receivable and any balances carried would be minimal. Distributors
typically pay for products in cash, by wire transfer or by credit card.  28       FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  c.
Principles of Consolidation  The
consolidated balance sheets and statement of operations for the periods ended
December 31, 2007 and 2008 include the books of ForeverGreen Worldwide
Corporation (Nevada) and its wholly owned subsidiaries ForeverGreen
International LLC (Utah) and Brain Garden.  All intercompany transactions
and balances have been eliminated in the consolidation.  d.
Earnings (Loss) Per Share  The
computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements.  December 31,2008

2007Income
(Loss) Numerator
$      (1,072,502)

$    
     45,367Shares
(Denominator)
13,927,231

13,632,562Per
Share Amount
$
              (0.08)

$    
         0.00
  There
are no reconciling items to net income for the computation of earnings per share
at December 31, 2008 and 2007  e.
Provision for Income Taxes The
provision for income taxes consists of the following:  2008

2007CurrentFederal
$
                    -

$   
             -State
-

-$
                    -

$   
             -DeferredFederal
$
                    -

$   
             -State
-

--

-Total
income tax expense (benefit)
$
                    -

$      
          -
     29      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  e.
Provision for Income Taxes - continued The
income tax provision reconciled to the tax computed at the federal statutory
rate of 34% as follows:  2008

2007Income
Tax at federal statutory rate
$        
   (328,897)

$       
      15,425State
income tax benefit
(28,113)

5,306Non-deductible
expenses
39,247

39,247Change
in estimate from prior year
(62,493)

(62,493)Change
in valuation allowance
455,481

2,515$      
       75,225

$      
                -Deferred
tax assets (liabilities) are as follows:CurrentInventory
reserves
$      
        47,165

$      
       40,468Accrued
vacation
38,717

36,624$      
        85,882

$       
      77,092Long-temDepreciation
and amortization
$       
       50,780

$     
      (15,655)Net
operating loss carryforwards
6,328,819

5,951,078$   
      6,379,599

$    
    5,935,423Total
deferred tax assets
6,465,481

6,012,515Valuation
Allowance
(6,465,481)

(6,012,515)$        
              -

$       
               -
 The
Company assesses the need for a valuation allowance against its deferred income
tax assets at December 31, 2008.  Factors considered in this assessment
include recent and expected future earnings and the Companys liquidity and
equity positions.  As of December 31, 2008 and 2007, the Company has
determined that a valuation allowance is necessary against the entire amount of
its net deferred income tax asset. As
of December 31, 2008, the Company has net operating loss carryforwards of
approximately $17,000,000.  These carryforwards are available to offset
future taxable income, if any, and begin to expire in 2019.  The
utilization of the net operating loss carryforwards is dependent upon the tax
laws in effect at the time the net operating loss carryforwards can be utilized
and may be significantly limited based on ownership changes as set forth in the
Internal Revenue Code.   30      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  f.
Cash and Cash Equivalents  The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents.  g.
Property and Equipment  Expenditures
for property and equipment and for renewals and betterments, which extend the
originally estimated economic life of assets or convert the assets to a new use,
are capitalized at cost. Expenditures for maintenance, repairs and other
renewals of items are charged to expense. When items are disposed of, the cost
and accumulated depreciation are eliminated from the accounts, and any gain or
loss is included in the results of operations.  The
provision for depreciation is calculated using the straight-line method over the
estimated useful lives of the assets.  Depreciable asset lives range from 3
to 7 years with leasehold improvements being depreciated over the lesser of the
term of the lease or the life of the improvements.  Depreciation expense
for the period ended December 31, 2008 and 2007 is $208,007, and $200,617,
respectively.  In
accordance with Financial Accounting Standards Board Statement (FASB) No.144,
the Company records impairment of long-lived assets to be held and used or to be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the carrying
amount.   At December 31, 2006, the company did an analysis of the
combined assets and made an adjustment to the property and equipment for assets
that no-longer had value to the corporation and which were fully depreciated.
 The aggregate amount of this adjustment is $963,097 for both the fixed
assets and accumulated depreciation to remove those assets and the applicable
accumulated depreciation associated with them.  There was no affect on the
income statement or the net value of the fixed assets or total assets as a
result of this adjustment.  The company did continuing analysis for the
period ended December 31, 2008 and determined no adjustment to long term assets
was needed.  h.
Inventory  Inventory
is recorded at the lower of cost or market and valued on a first-in, first-out
basis. Inventory consists primarily of consumable food products and ingredients.
 Food products are discarded as they reach the expiration dates, because
the food products are made with natural foods containing a minimum of
preservatives.  Non-food products are reviewed periodically to determine
any obsolescence and a reserve is booked when appropriate.  The products
have expiration dates that range from 3 months on some of the food products to 2
years for non-food products.  On December 31, 2008 and 2007 there was an
allowance for obsolete inventory in the amount of $126,448 and $108,492,
 respectively.    31      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  i.
Fair Value of Financial Instruments  Unless
otherwise indicated, the fair values of all reported assets and liabilities
which represent financial instruments (none of which are held for trading
purposes) approximate the carrying values of such amounts.  j.
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.  k.
Concentrations  Financial
instruments that potentially subject the Company to concentrations of credit
risks consist of cash and cash equivalents.  The Company places its cash
and cash equivalents at well-known, quality financial institutions.  At
times, such cash and investments may be in excess of the FDIC insurance limit.
 The accounts are insured by the Federal Deposit Insurance Corporation up
to $250,000 each.  The amounts held for the Company regularly exceed that
amount.  The
company has an agreement with one vendor that supplies 100% of a significant
ingredient that is included in several top selling products.  It could
decrease sales significantly if that vendor were to discontinue the supply of
this ingredient.     There are other providers of that
ingredient in the world, however, the Company considers this provider to have
the very best quality, which is nutritionally superior to other sources of this
ingredient, and has no intention of obtaining it from any other provider.  l.
Equity Instruments  The
Company's accounting policy for equity instruments issued to consultants and vendors
in exchange for goods and services follows the provisions of EITF Issue No. 618,
"Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services" and EITF Issue No.
00-18, "Accounting Recognition for Certain Transactions Involving Equity
Instruments Granted to Other Than Employees." The measurement date for the fair
value of the equity instruments issued is determined at the earlier of (i) the
date at which a commitment for performance by the consultant or vendor is
reached or (ii) the date at which the consultant or vendor's performance is
complete.  In the case of equity instruments issued to consultants, the
fair value of the equity instrument is recognized over the term of the
consulting agreement. In accordance with EITF Issue No. 00-18, an asset acquired
in exchange for the issuance of fully vested, non-forfeitable equity instruments
should not be presented or classified as an offset to equity on the grantor's
balance sheet once the equity instrument is granted for accounting purposes.
 The Company  32      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  l.
Equity Instruments- continued  recognized
$54,235 and $72,000 for the periods ended December 31, 2008 and 2007
respectively.  m.
Intangible Assets  Intangible
assets consist of patent and trademark costs.  Patent costs are costs
incurred to develop and file patent applications.  Trademark costs are
costs incurred to develop and file trademark applications.  If the patents
or trademarks are approved, the costs are amortized using the straight-line
method over the estimated lives of 7 years for patents and 10 years for
trademarks.  Unsuccessful patent and trademark application costs are
expensed at the time the application is denied.  Management assesses the
carrying values of long-lived assets for impairment when circumstances warrant
such a review.  In performing this assessment, management considers current
market analysis and appraisal of the technology, along with estimates of future
cash flows.  The Company recognizes impairment losses when undiscounted
cash flows estimated to be generated from long-lived assets are less than the
amount of unamortized assets.  The
Company capitalizes legal fees incurred to register trademarks for its products.
 Trademarks consist of the following for the period ended December 31, 2008
and 2007:  2008

2007Trademarks
$     67,666

$     47,147Less
accumulated amortization
(7,116)

(3,508)Net
trademarks
$     60,550

$     43,639
  There
was amortization expense for the years ended December 31, 2008 and 2007 were
$3,608, and $3,508, respectively.  n.
Advertising  Advertising
expense for the years ended December 31, 2008 and 2007 were $564,309 and
$394,705 respectively.  NOTE
2 - PROPERTY AND EQUIPMENT  The
Company capitalizes the purchase of equipment and fixtures for major purchases
in excess of $1,000 per item.  Property and equipment consists of the
following at December 31, 2008 and 2007:       33      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
2 - PROPERTY AND EQUIPMENT- continued  2008

2007Leasehold
improvements
$     
  76,767

$           80,355Office
furniture & fixtures
180,162

177,690Equipment
470,414

446,234Vehicles
56,548

56,548Computer
equipment
507,178

470,254Computer
software
633,084

279,665Computer
software - capitalized
-

53,837Total
Assets
1,924,153

1,564,583Accumulated
depreciation
(1,205,095)

(1,030,594)Total
Property &   Equipment
$      719,058

$     
   533,989
  Depreciation
expense for the years ended December 31, 2008 and 2007 were $208,007 and
$200,617, respectively.  NOTE
3  ACCRUED EXPENSES  Accrued
expenses consist of the following at December 31, 2008 and 2007:  2008

2007Distributor
liabilities
$   
     589,609

$       
668,920Accrued
employee benefits
134,193

121,571Accrued
royalty payable
-

97,152Accrued
audit fees
48,000

48,000Accrued
bank charges
32,300

44,874Accrued
taxes
388,740

149,426Other
accrued liabilities
67,763

18,352Total
$      1,260,605

$   
 1,148,295
  NOTE
4 - LONG-TERM LIABILITIES  Long
term liabilities are detailed in the following schedules as of December 31, 2008
and 2007:  Note
payable to Wells Fargo Bank bearing interest
2008

2007At
7%, principle and interest due monthly, maturesAugust,
2019, secured by asset
$    
  27,793

$        29,528Less
current portion of Notes payable
(1,614)

(1,555)Net
Long-Term Liabilities
$   
   26,179

$    
   27,973
   34       FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
4 - LONG-TERM LIABILITIES - continued  Accrued
interest for the periods ended December 31, 2008 and 2007 were $36,685 and $0,
respectively, of which $1,675 was related to the above note.  The remaining
portion is due on the notes described in note 9.  Future
minimum principal payments on notes payable and notes payable-related party are
as follows at December 31, 2008:  2009
$        
   1,6142010
1,8052011
1,9452012
2,0972013
2,259Therafter
18,073Total
$        
 27,793  NOTE
5  OPERATING LEASES  The
Company has three building leases for office, warehouse and production space in
Orem, Utah.  The office lease for $5,784 per month began January 1, 2005
and expires December 31, 2009 with provisions for an automatic 5 year extension.
 The warehouse lease for $7,500 per month began March 1, 2005 and expires
February 28, 2010 with provisions for an automatic 5 year extension.  The
production lease for $8,531 per month began September 1, 2006 and expires August
31, 2013 with provisions for an automatic 5 year extension.   All
leases have a provision for an annual increase of 3%.   The buildings
the Company leases are sufficiently large enough to accommodate all of its
administrative and warehouse and production needs.   The company
leased an office building in Mexico on a 24 month lease beginning April 1, 2008
for approximately $2,217 USD per month.  The Company leased an office
building in Singapore on a one year lease beginning April 2008 for approximately
$3,950 USD per month.  The company follows the guidance in the FASB
Technical Bulletin No. 85-3 and records rent expense using straight-line over
the life of each lease.  Total
Lease Commitments:  2009
$          
  361,3632010
157,9342011
117,5792012
117,579Therafter
78,386Total
$          
  832,841  Rent
expense for operating leases for December 31, 2008 and 2007 was $486,368, and
$384,056, respectively.  35       FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
6 - COMMITMENTS AND CONTINGENCIES  On
March 17, 2003, Whole Living filed an action for a preliminary injunction in the
United States District Court, District of Utah, Central Division against Don
Tolman, a former consultant and founder of Brain Garden, LLC.  The purpose
of the injunction was to stop Mr. Tolman from competing against the Company in
violation of a non-compete agreement he signed.  At a preliminary hearing
on April 2, 2003, the Court issued a temporary restraining order which expired
April 10, 2003.  On
May 5, 2003, Mr. Tolman filed a counterclaim complaint against the Company in
which he sought damages for payments he alleged were due and owing to him and
not paid by the Company.  On August 2, 2003, the Court granted the Company
a preliminary injunction against Mr. Tolman and other interested parties.
 On November 29, 2004 the Court issued a memorandum decision and order
finding Mr. Tolman, Mark Bowen and Think Again, Inc. doing business as Great
American and Wholefood Farmacy, in contempt for violation of the preliminary
injunction and granted preliminary damages of approximately $240,430.
 During February 2007 the company was informed by the Bankruptcy court that
they were to receive a payment in the settlement of approximately $237,196.
 The Company received the funds in March 2007.  On
February 5, 2009 Frank R. Spindler, an individual, filed a claim against
ForeverGreen International, LLC in Magistrates Court of Queensland - Southport.
The claim alleges breach of contract related to the incorporation of
ForeverGreen Pty Ltd, an Australian company, and seeks AU$30,100 in damages for
costs of incorporating such entity.  Management believes the claim is
baseless and intends to vigorously defend against the claim.  Legal counsel
is reviewing the matter.  NOTE
7  STOCKHOLDERS EQUITY  On
February 27, 2007 the Company issued an aggregate of 1,928,186 shares of
restricted common stock in satisfaction of $4,010,626 related party notes
payable and accrued interest balances. The remaining balance of $11,078 in
related party interest was forgiven by the shareholders. In accordance with APB
26, Early Extinguishment of Debt, paragraph 20, the forgiveness of the
interest has been recorded in the Statements of Stockholders Equity.  During
February 2007, the Company issued 67,500 shares of restricted common stock to a
vendor for services rendered.  On
April 28, 2008 the Company issued 25,127 shares valued at $1.42 per share of
restricted common stock to vendor for services rendered. On November 25, 2008
the Company issued an additional 63,000 shares valued at $.60 per share of
restricted common stock to the same vendor for additional services rendered.   36      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
8  ALLOCATION OF PURCHASE CONSIDERATION IN BUSINESS COMBINATIONS  The
Company accounts for its investments in its subsidiaries using the equity method
of accounting.  The excess of the consideration paid for subsidiaries over
the fair value of acquired tangible assets less the fair value of acquired
liabilities is assigned to intangible assets and goodwill.  On January 15,
2006 the Company purchased a 23% share of ForeverGreen International LLC, by
issuing 1,266,667 post split shares of common stock at $1.80 per share for a
value of $2,280,000.  On December 31, 2007 the Company purchased the
remaining 77% of ForeverGreen International LLC, by issuing 5,240,549 post split
shares at $1.75 per share for a value of $9,170,961.   The  Customer
Base intangible was calculated using a percentage of the gross margin of
ForeverGreen International LLC.  The Company will amortize the customer
base over a period of ten years.  The 23% ownership in ForeverGreen
International LLC, for the year resulted in an entry to other expense in the
amount of $53,933.  The Company obtained an independent third party
valuation to ascertain the amount to allocate to identifiable intangible assets,
and the useful lives of those assets.  The useful life of an intangible
asset that is being amortized is evaluated each reporting period as to whether
events and circumstances warrant a revision to the remaining period of
amortization. In accordance with SFAS 142, goodwill is not amortized and is
tested for impairment on an annual basis.  The implied fair value of
goodwill is determined by allocating fair value to all assets and liabilities
acquired; the excess of the price paid over the amounts assigned to assets and
liabilities acquired is the implied fair value of goodwill.  NOTE
9 - RELATED PARTY TRANSACTIONS  On
February 23, 2007 ForeverGreen Worldwide Corporation issued an aggregate of
1,928,186 shares of restricted common stock to convert outstanding debt and
interest of $4,010,626. ForeverGreen Worldwide Corporation issued 705,529 shares
to satisfy a promissory note and interest totaling $1,467,500 held by a related
party.  They also issued 1,126,503 shares to a shareholder in consideration
for a promissory note and interest totaling $2,343,126.  They also issued
96,154 shares to an individual in consideration for debt and interest totaling
$200,000. In 2007, a total of $11,078 interest was recorded as forgiveness of
debt in accordance with APB 26, Early Extinguishment of Debt, paragraph 20,
the forgiveness of the interest has been recorded in the statements of
stockholders equity.  The
Company borrowed $50,000 from a director on Feb 28, 2008 which was paid back on
March 3, 2008. The Company borrowed $150,000 from the director on March 7, 2008
secured by a note that carries interest at 8% per annum and was payable on May
7, 2008.   On July 1, 2008 the Company amended this note from the
director to postpone the due date to November 5, 2008 and borrowed an additional
$100,000 on that note. On November 10, 2008 the Company executed a third
amendment of this note from the director to postpone the due date with a new
payment schedule and  37      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
9 - RELATED PARTY TRANSACTIONS - continued  borrowed
an additional $200,000. On December 10, 2008 the Company did a fourth amendment
of this note from the director that increased interest to 10% and postponed the
payment schedule through September 2009 and borrowed an additional $150,000.
Throughout the year $115,000 in payments were made on these notes.  The
Company borrowed $75,000 from the director on August 11, 2008 secured by a note
that carries interest at 9% per annum that is payable on October 31, 2008 which
was paid off according to the terms of the note.   The Company
borrowed $62,500 from the board member and another $62,500 from a different
director on June 2, 2008 secured by notes that carry interest at 9% per annum
and are payable on March 31, 2009.  At December 31, 2008 accrued interest
on these notes amounted to $15,427.   The unpaid balance due at
December 31, 2008 for all the above notes is $610,000.  During
2008 and 2007, directors loaned the Company $810,000 and $0, respectively.
 The balance payable to the shareholders at December 31, 2008 and 2007 was
$610,000 and $0, respectively.  These notes had accrued interest at a rates
ranging from 8% to 10% that totaled $26,545 and $0 for the periods ended
December 31, 2008 and 2007.  NOTE
10  INVENTORY  Inventories
for December 31, 2008 were classified as follows:  2008

2007Raw
Materials
$         865,376

$         652,697Finished
Goods
1,128,313

402,122Total
Inventory
1,993,689

1,054,819Less
Reserve for Obsolete Inventory
(126,448)

(108,492)Total
Inventory (net of  reserve)
$      1,867,241

$     
   946,327
  NOTE
11 - NEW TECHNICAL PRONOUNCEMENTS  SFAS
NO. 159, THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES   In
February 2007, the FASB issued FAS  159, The Fair Value Option for
Financial Assets and Financial Liabilities, or FAS 159. FAS 159
permits entities to choose to measure many financial instruments and certain
other items at fair value. The objective of the guidance is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. FAS 159 is
effective as of the beginning of the first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of the
fiscal year beginning on or before November 15, 2007, provided the
provisions of FAS 157 are applied. We will adopt FAS 159 on
January 1, 2008. We are evaluating FAS 159 and have not yet  38      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
11 - NEW TECHNICAL PRONOUNCEMENTS - continued  determined
the impact the adoption, if any, will have on our consolidated financial
statements.  SFAS
NO. 141(R),  BUSINESS COMBINATIONS  In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations. SFAS No.
141(R) establishes principles and requirements for how an acquirer recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any non-controlling interest in the acquiree and
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase.  SFAS No. 141(R) also sets forth the
disclosures required to be made in the financial statements to evaluate the
nature and financial effects of the business  combination.
SFAS No. 141(R) applies prospectively to business combinations for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Accordingly, the Company will
adopt this standard in fiscal 2009.  The Company is currently
evaluating the potential impact of the adoption of SFAS 141(R) on its
consolidated financial statements.  SFAS
NO. 160, NONCONTROLLING INTEREST IN CONSOLIDATING FINANCIAL STATEMENTS  In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51. SFAS 160
will change the accounting and reporting for minority interests, which will be
recharacterized as non-controlling interests (NCI) and classified as a component
of equity. This new consolidation method will significantly change the
accounting for transactions with minority interest
holders.  SFAS 160 requires retroactive adoption of the
presentation and disclosure requirements for existing minority interests. All
other requirements of SFAS 160 shall be applied
prospectively.  SFAS 160 is effective for fiscal years beginning
after December 15, 2008 and, as such, the Company will adopt this standard
in fiscal 2009.  The Company is currently evaluating the potential
impact of the adoption of SFAS 160 on its consolidated financial
statements.  SFAS
NO. 161, DISCLOSURE ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES  In
March 2008, FASB issued SFAS No. 161, "Disclosures about Derivative Instruments
and Hedging Activities-an amendment of FASB Statement No. 133" ("SFAS 161"),
which requires enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial reporting. The
statement requires disclosure about (a) why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" and its related  39      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
11 - NEW TECHNICAL PRONOUNCEMENTS - continued  interpretations,
and (c) how derivative instruments and related hedged items affect an entity's
financial position, financial performance, and cash flows. SFAS 161 is effective
for fiscal years beginning after November 15, 2008. SFAS 161 is not expected to
have a material effect on the Company's financial statements.  SFAS
NO. 162 THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES  In
May 2008, FASB issued SFAS No. 162 "The Hierarchy of Generally Accepted
Accounting Principles" ("SFAS 162"). SFAS 162 identifies the sources of
generally accepted accounting principles in the United States. SFAS 162 is
effective sixty days following the SEC's approval of PCAOB amendments to AU  Section
411, "The Meaning of 'Present fairly in conformity with generally accepted
accounting principles'". The Company is currently evaluating the potential
impact, if any, of the adoption of SFAS 162 on its financial statements.  SFAS
NO. 163  Accounting for Financial Guarantee Insurance Contractsan
interpretation of FASB Statement No. 60  On
May 23, 2008, FASB issued SFAS 163, "Accounting for Financial Guarantee
Insurance Contracts" ("SFAS 163"). The new standard clarifies how SFAS 60,
"Accounting and Reporting by Insurance Enterprises", applies to financial
guarantee insurance contracts issued by insurance enterprises, including the
recognition and measurement of premium revenue and claim liabilities. It also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS 163 is not expected to have a material effect on the Company's financial
statements.  NOTE
12  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 $1,973,938, a net
operating loss of $1,048,301, and accumulated deficit of $18,353,031 (excluding
other comprehensive loss) at December 31, 2008, negative cash flows from
operations, and has experienced periodic cash flow difficulties.  These
factors combined, raise substantial doubt about the Companys ability to
continue as a going concern.  Managements plans to address and alleviate
these concerns are as follows:  The
Company is reviewing the cost structure and has implemented cost saving measures
that have begun to reduce overhead which have included staff reductions and  40      FOREVERGREEN WORLDWIDE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2008 and 2007  NOTE
12  GOING CONCERN - continued  salary
adjustments.  The Company is negotiating with its key vendors and is
gaining cooperation and concessions.   The Company has introduced our
own in house logistic, sales and distributor software system that will reduce
computer costs going forward.   New products have been and will
continue to be introduced to bolster Distributor recruiting and sales, and
management will make improvements to the marketing plan to enhance the success
that is developed.  The Company intends to seek debt and equity financing
as necessary.  The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations.  The accompanying
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  NOTE
13  SUBSEQUENT EVENTS  The
Company borrowed an additional $60,000 from a director and another $60,000 from
a different director on January 28, 2009 secured by notes that carry interest at
9% per annum and are payable on July 31, 2009.  41      ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE  We have not had a
change in, or disagreement with our independent registered public accounting
firm for the past two fiscal years.  ITEM
9A(T).  CONTROLS AND PROCEDURES  Disclosure
Controls and Procedures  We maintain
disclosure controls and procedures 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 and communicated to our
executive officers 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 effective.  Managements
Annual Report on Internal Control over Financial Reporting  Our management is
responsible to establish and maintain adequate internal control over financial
reporting.   Our Chief Executive Officer and Chief Financial Officer
are responsible to design or supervise a process that provides reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles.  The policies and procedures include:  · maintenance
of records in reasonable detail to accurately and fairly reflect the
transactions and dispositions of  assets, · provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made only in
accordance with authorizations of management and directors, and · provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of assets that could have a material effect on
our financial statements.  For the year ended
December 31, 2008, management has relied on the Committee of Sponsoring
Organizations of the Treadway Commission (COSO), Internal Control - Integrated
Framework, issued in 1992, to evaluate the effectiveness of our internal
control over financial reporting.  Based upon that framework, management
has determined that our internal control over financial reporting is
effective.  Our management
determined that there were no changes made in our internal controls over
financial reporting during the fourth quarter of 2008 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.  This annual report
does not include an attestation report of our registered public accounting firm
regarding managements report on internal control over financial reporting.
 The managements report was not subject to attestation by the our
registered public accounting firm pursuant to temporary rules of the SEC that
permit the company to provide only the managements report in this annual
report.  42      ITEM
9B.  OTHER INFORMATION  None.  PART III  ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors and
Executive Officers  Our directors and
executive officers and their respective ages and positions and biographical
information are presented below.  Our bylaws require three directors who
serve until our next annual meeting or until each is succeeded by another
qualified director.  Our executive officers are chosen by our board of
directors and serve at its discretion.  As of the date of this filing, we
have a vacancy in the office of corporate secretary.  There are no existing
family relationships between or among any of our executive officers or
directors.  Name
Age
Position
Held
Term
of DirectorRonald
Williams
47
Chairman
of the Board, President and CEO
From
January 2006 until our next annual meetingGeorge
H. Brimhall II
67
Director
From
April 2008 until our next annual meetingJohn
S. Clayton
44
Director
From
April 2008 until our next annual meetingPaul
T. Frampton
44
CFO
and Treasurer  Ronald WilliamsMr. Williams was appointed as our President and CEO in January 2006.
 Mr. Williams was an original founder of Whole Living in 1998.  He
previously served as Director, President and CEO of Whole Living from November
1998 to October 2002.  From October 2002 to October 2003 he was bound by a
non-compete agreement and was not employed.  From November 2003 through May
2004 he formed ForeverGreen International, LLC and he launched ForeverGreen
International, LLC operations in May 2004.  He started in the network
marketing industry in the 1980's as a distributor for NuSkin International and
learned the trade and business with them.  He then went on to Neways
International from 1992 to 1997 and became its Vice-president of Sales and
Marketing.  During 1997 and 1998 he was a Senior Executive at Young Living
Essential Oils.  George H.
Brimhall II  Mr. Brimhall was appointed as a Director on April 25,
2008.  Since 1974 he has been self-employed with GNS Development
Corporation with a business plan focused on commercial recreational development.  John
S.Clayton  Mr. Clayton was appointed as a Director on April 24, 2008.
 Since 2002 he has been self-employed with First Equity Holdings Corp., an
investment company.  Paul T.
Frampton On July 31, 2007, our board of directors appointed Mr.
Frampton to serve as our Chief Financial Officer and Treasurer.  He has
over fifteen years of senior management experience, primarily focused in the
accounting field for the network marketing industry.  He was employed as a  43      Certified Public
Accountant for Grant Thornton for four years and has experience auditing network
marketing companies.  From October 2005 through June 2007 he was employed
as our Vice President of International Sales.  He has been primarily
responsible for the expansion of our operations and sales in Australia, New
Zealand, Singapore, Japan and the European Union markets  UK, Germany and the
Netherlands.  From May 1994 to September 2005 he was employed by Unicity
International, Inc. and one of its predecessor companies, Enrich International,
Inc.  He started there as the Director of International Finance and Tax
Manager and was promoted to Senior Managing Director of Malaysia/Southeast Asia
in 2000, then he was appointed as General Manager of Canada, and he served as
Vice President of the Americas.  Mr. Frampton received a Master of
Accountancy and a Bachelor of Sciences from Brigham Young University.  Compliance with
Section 16(a) of the Exchange Act  Section 16(a) of the
Securities Exchange Act of 1934 requires our directors, executive officers and
persons who own more than ten percent of our common stock, to file with the SEC
initial reports of ownership and reports of changes in ownership of common
stock.  Officers, directors and ten-percent or greater beneficial owners
are required by SEC regulations to furnish us with copies of all Section 16(a)
reports they file.  Based upon a review of those forms and representations
regarding the need for filing Forms 5, we believe that all forms were filed
timely for the year ended December 31, 2008.  Code of
Ethics  We have not adopted a
code of ethics for our principal executive and financial officers.
 Management has determined that a code of ethics is appropriate for the
company and intends to establish one in 2009.  In the meantime, our
management intends to continue to promote honest and ethical conduct, full and
fair disclosure in our reports to the SEC, and compliance with applicable
governmental laws and regulations.  Committees  We do not currently
have a standing nominating or audit committee; accordingly, we do not have an
audit committee financial expert serving on an audit committee.  Management
has determined that it is appropriate for the company to have an audit committee
with an audit committee financial expert and intends to establish an audit
committee in 2009.   ITEM
11.  EXECUTIVE COMPENSATION  Executive
Compensation  The following tables
show the compensation paid to our named executive officers in all capacities
during the years ended December 31, 2008 and 2007.  SUMMARY COMPENSATION TABLEName
and
Principal
Position
Year
Salary
All Other Compensation
TotalRonald
Williams
CEO
2008
$   163,750
$ 364,185 (1)
$    527,9352007
195,000
367,421 (2)
562,421  44          SUMMARY COMPENSATION TABLE - CONTINUEDName
and
Principal
Position
Year
Salary
All Other Compensation
TotalPaul
T. Frampton
CFO
2008
$  115,525

$    115,5252007
132,251

132,251Chris
Patterson
Former
COO & Secretary
2008
$  117,846

$    117,8462007
135,516

135,516  (1) Represent
$364,121 from commissions earned through the ForeverGreen Compensation Plan. (2) Represent
$364,121 from commissions earned through the ForeverGreen Compensation Plan and
$3,300 for company provided vehicles.  We have not entered
into any employment contracts with the above named executive officers, except
Mr. Frampton.   Mr. Frampton had an employment agreement with
ForeverGreen Worldwide, dated March 12, 2007, when he was appointed as CFO.
 Under the agreement Mr. Frampton is an at-will salary employee.  He
receives a salary of $128,500 per year and for a period of four years we agreed
to grant him 27,536 shares of our common stock for each full year of employment.
 In order to receive the share compensation, Mr. Frampton must remain an
employee in good standing and ForeverGreen Worldwide must be profitable as a
company.  We do not offer a
retirement benefit plan to our executive officers, nor have we entered into any
contract, agreement, plan or arrangement, whether written or unwritten, that
provides for payments to a named executive officer at or in connection with the
resignation, retirement or other termination of a named executive officer, or a
change in control of the company or a change in the named executive officers
responsibilities following a change in control.  Outstanding
Equity Awards  The named executive
officers did not have any outstanding equity awards at December 31, 2008.  Compensation of
Directors  We do not have any
standard arrangement for compensation of our directors for any services provided
as director, including services for committee participation or for special
assignments.   ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS  Securities
Authorized under Equity Compensation Plans  We did not have any
equity compensation plans in effect at December 31, 2008.  45      Beneficial
Owners  The following tables
set forth the beneficial ownership of our management.  We are unaware of
any other person or group who beneficially owns more than 5% of our outstanding
common stock.  Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities.  Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to the
shares of common stock shown as beneficially owned by them.  The percentage
of beneficial ownership is based upon 13,992,141 shares of common stock
outstanding as of March 2, 2009.  MANAGEMENTName
of beneficial owner
Amount and nature
of beneficial ownership
Percent
of classRonald
Williams
2,149,395
15.4Paul
T. Frampton
20,000
Less than 1%George
H. Brimhall
6,327,144 (1)
45.2John
S. Clayton
1,574,648 (2)
11.3All
executive officers and
directors
as a group
10,071,187
72.0  (1) Represents
1,796,439 shares held by Mr. Brimhall and his spouse, 1,905,965 shares held by
GBB Trust and 2,624,740 shares held in a childrens trust. (2) Represents
407,022 shares held by Mr. Clayton and 1,167,626 shares held by his company
First Equity Holdings Corp.  ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE  Related
Transactions  The following
information summarizes transactions we have either engaged for the past two
fiscal years, or propose to engage in, involving our executive officers,
directors, more than 5% stockholders, or immediate family members of these
persons.  These transactions were negotiated between related parties
without arms length bargaining and, as a result, the terms of these
transactions may be different than transactions negotiated between unrelated
persons.  MLS
 Agreements  On March 28, 2008
ForeverGreen International entered into an exclusive world-wide marketing
agreement with MLS that provided that MLS would supply ForeverGreen
International with processed marine phytoplankton for a term of five years.
 Mr. Brimhall, our director and beneficial owner of 45.2% of our
outstanding common stock is a 40% member of MLS.  Mr. Clayton, our director
and an officer of First Equity Holdings Corp., a holder of 8.3% of our
outstanding common stock, is a 60% member of MLS.Due to 2008 economic downturn the quotas in the agreement were not
met and therefore the  46      exclusivity between
MLS and ForeverGreen International has ended; however, the relationship
continues to be strong and discussions continue as to the nature of a future
exclusivity.  We purchased $1,047,900 of this product in 2008 and
anticipate that we will purchase $1,200,000 in 2009.  On April 23, 2008,
the Companys wholly-owned subsidiary, ForeverGreen International, LLC, entered
into an exclusive sales and marketing agreement with MLS in which ForeverGreen
International granted to MLS an exclusive right to market and sell and offer for
sale in retail stores throughout the world certain formulas ForeverGreen
International owns for personal care products.  MLS agreed to pay
thirty-five percent of the ingredient costs of the products to ForeverGreen
International within thirty days after the end of each month.  The initial
term of the exclusive right is for a five year term, expiring March 31, 2013,
with an option to renew for an additional five year term, subject to certain
conditions.  During the year ended December 31, 2008 we recognized $0 from
this agreement.  Other
Related Party Transactions  We have entered into
a series of transactions with First Equity Holdings Corp. (First Equity).
 The transactions are as follows: · On
February 23, 2007, we issued 1,126,503 shares to First Equity in consideration
for a promissory note and interest totaling $2,343,126. · On
March 7, 2008, we borrowed $150,000 from First Equity, with 8% interest per
annum and payable on May 7, 2008. · On
July 1, 2008, the First Equity agreed to amend the March note to postpone the
due date to November 5, 2008 and we borrowed an additional $100,000. · On
August 11, 2008, we borrowed $75,000 from First Equity with 9% interest, payable
on October 31, 2008, which was paid-off according to the terms of that note. · On
November 10, 2008, ForeverGreen executed a revised note to postpone the due date
of the March note until February 2009, and we borrowed an additional $200,000,
at 8% interest. · On
December 10, 2008, the parties executed a revised promissory note in the amount
of  485,000, representing the prior notes from March, July and November,
reduced by payments of $115,000 made by ForeverGreen during 2008.  With
this notes we borrowed an additional $150,000.  The interest rate under
this note is 10% and the due date is September 2009. · On
January 28, 2009, we borrowed $60,000 from First Equity, at 9% interest per
annum and payable on July 31, 2009.  On February 28, 2008,
we borrowed $50,000 from Mr. Clayton and the note carried 8% interest.  The
short term loan was repaid on March 3, 2008.   On June 2, 2008 we
borrowed $62,500 from Mr. Clayton, with 9% interest, payable on March 31,
2009.  On February 23, 2007,
we issued 705,529 shares to Mr. Brimhall in consideration for a promissory note
and interest totaling $1,467,500.  On June 2, 2008 we borrowed $62,500 from
Mr. Brimhall, with 9% interest per annum and payable March 31, 2009.  On
January 28, 2009, we borrowed an additional $60,000 from Mr. Brimhall at 9%
interest, payable on July 31, 2009.  Director
Independence  We do not have an
independent director, as defined under Nasdaq Stock Market Rule 4200(a)(15),
serving on our board.    47      ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES  Accountant
Fees  The following table
presents the aggregate fees billed for each of the last two fiscal years by our
independent registered public accounting firm, Chisholm, Bierwolf, Nilson &
Morrill, LLC, Certified Public Accountants, in connection with the audit of our
financial statements and other professional services rendered by that accounting
firm.  2007
2008Audit
fees
$   58,876
$   59,685Audit-related
fees
0
0Tax
fees
0
0All
other fees
$
         0
$
         0  Audit fees represent
the professional services rendered for the audit of our annual financial
statements and the review of our financial statements included in quarterly
reports, along with services normally provided by the accounting firm in
connection with statutory and regulatory filings or engagements.
 Audit-related fees represent professional services rendered for assurance
and related services by the accounting firm that are reasonably related to the
performance of the audit or review of our financial statements that are not
reported under audit fees.  Tax fees represent
professional services rendered by the accounting firm for tax compliance, tax
advice, and tax planning.  All other fees represent fees billed for
products and services provided by the accounting firm, other than the services
reported for the other categories.  Pre-approval
Policies  We do not have a
standing audit committee currently serving and as a result our board of
directors performs the duties of an audit committee.  Our board of
directors will evaluate and approve in advance, the scope and cost of the
engagement of an accounting firm before the accounting firm renders audit and
non-audit services.  We do not rely on pre-approval policies and
procedures.  PART IV  ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES  Exhibits  No. Description 3.1 Articles
of incorporation, as revised (Incorporated by reference to exhibit 3.1 for Form
8-K, as amended, filed December 18, 2006) 3.2 Bylaws,
as revised (Incorporated by reference to exhibit 3.2 for Form 8-K, as amended,
filed December 18, 2006) 10.1 Lease
agreement between Whole Living and C & R Fiveplex, LLC, dated April 7, 2006  48      (Incorporated
by reference to exhibit 10.3 to Form 10-QSB, filed November 14, 2006) 10.2 Paul
Frampton Employment Agreement, dated March 1, 2007 (Incorporated by reference to
exhibit 10.3 of Form 10-QSB, filed August 14, 2007) 10.3 Agreement
between ForeverGreen International LLC and Marine Life Sciences LLC, dated March
28, 2008 (Incorporated by reference to exhibit 10.4 of Form 10-K, filed April 7,
2008) 10.4 Personal
Care Exclusive Sales and Marketing Agreement between ForeverGreen International
and Marine Life Sciences, LLC, dated April 23, 2008 (Incorporated by reference
to exhibit 10.1 to Form 8-K filed April 29, 2008) 10.5 Form
of Promissory Note 21.1 Subsidiaries
of ForeverGreen (Incorporated by reference to exhibit 21.1 to Form 10-KSB, filed
April 17, 2007) 31.1 Chief
Executive Officer Certification 31.2 Chief
Financial Officer Certification 32.1 Section
1350 Certification   49      SIGNATURES  Pursuant to the
requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, there unto duly authorized  FOREVERGREEN
WORLDWIDE CORPORATION


By:
/s/ Ronald K. Williams
Ronald
K. Williams, President
Date:
 April 14, 2009   Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.  /s/
Ronald K. Williams
Ronald K.
Williams
Chairman of the
Board
President
Chief
Executive Officer
Date:
  April 14, 2009/s/ Paul
T. Frampton
Paul T.
Frampton
Chief Financial
Officer
Treasurer
Date:
  April 14, 2009/s/ John
S. Clayton
John S.
Clayton
Director
Date:
  April 14, 2009   50