UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-K/A Amendment No. 1  [X]     ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31,
2007  [   ]     TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For transition period ___ to ____  Commission file number: 0-26973  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.   [   ]  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 $16,335,415.  The number of shares outstanding of the registrants
common stock as of March 11, 2008 was 13,904,014.  Documents incorporated by reference:  None   EXPLANATORY NOTE  Pursuant to a limited review of our reports by the
Securities and Exchange Commission (SEC), the SEC has requested that we amend
this annual report for the year ended December 31, 2007 as follows: · move the selected financial
information for the years ended December 31, 2007 and 2006 from Item 6 to Item 7, · include a revised report from our
independent registered public accounting firm, · include the financial data for the
year ended December 31, 2006 on the balance sheet, and · revise share amounts in the notes to
our financial statements to reflect post-split share amounts.  Other than these changes, the disclosures in this amended
report are as of the initial filing date of April 7, 2008 and this report does
not include subsequent events.   TABLE OF CONTENTS  PART II  Item 6.  Selected
Financial Data 3 Item 7.  Managements
Discussion and Analysis of Financial Condition and Results of Operation 3 Item 8.  Financial
Statements and Supplementary Data 7  PART IV  Item 15.  Exhibits,
Financial Statement Schedules 37 Signatures 38     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, will,
expect, believe, anticipate, estimate, project, or continue or
comparable terminology used in connection with any discussion of future
operating results or financial performance identify forward-looking statements.
 You are cautioned not to place undue reliance on the forward-looking
statements, which speak only as of the date of this report.  All
forward-looking statements reflect our present expectation of future events and
are subject to a number of important factors and uncertainties that could cause
actual results to differ materially from those described in the forward-looking
statements.   PART II  ITEM 6.  SELECTED FINANCIAL
DATA  Not applicable.  ITEM 7.  MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  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
increase our systems capabilities and logistics centers around the world to keep
up with the increased demand for our products and the business opportunity.
 Included in this challenge is the need to keep up with our growth so that
our customer service and Member satisfaction remains at a high level.
 Overcoming growth challenges will require additional skilled personnel,
and manufacturing and shipping facilities.  Management will continue to
surround themselves with key experienced personnel and vendors while evaluating
expenses related to operating activities, especially production and order
fulfillment, in order to make adjustments to improve profitability.  We are expanding our markets and exclusive products and
we anticipate expanding our domestic and 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, 2007, we had cash of $20,382; with
negative working capital of $805,084. We had net income of $45,367 and revenues
of $22,699,525; we financed our operations through revenues.  Long-term
debt of $4,008,698 was converted into common stock on February 27, 2007.
 The retirement of debt and the finalization of the merger with
ForeverGreen International increased our cash flows and reduced the need for
borrowings for operations; however, we cannot guarantee that we will be able to
maintain profitability.  Management will continue to scrutinize expenses
related to our operating activities and order fulfillment to determine
appropriate actions to take to reduce  3    these costs.  Our total assets decreased to $15,489,396 at December 31,
2007 compared to $16,084,106 at December 31, 2006. The reduction is primarily
due to the ordinary fluctuations in the amount of inventory resulting from the
timing of ordering and delivery of product; and a decrease in accounts
receivable due to the receipt of a payment for settlement of a receivable of
$237,196.  Our total liabilities decreased to $2,076,952 at December
31, 2007 compared to $6,857,041 at December 31, 2006.  The reduction in the
total liabilities was the result of converting notes payable to common stock in
February 2007 and reduced accounts payable.  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.  Results of Operations  The following chart summarizes the consolidated financial
statements of ForeverGreen Worldwide for the years ended December 31, 2007 and
2006.   The December 31, 2006 consolidated balance sheet includes the
books of ForeverGreen Worldwide and its wholly-owned subsidiaries ForeverGreen
International LLC and Brain Garden, Inc.  The December 31, 2006 statements
of operations include the books of Whole Living, Inc. and its wholly-owned
subsidiary Brain Garden, Inc. and contains the effects of the 23% ownership of
ForeverGreen International, LLC.  The December 31, 2007 consolidated
balance sheet and statements of operations include the books of ForeverGreen
Worldwide and its wholly-owned subsidiaries ForeverGreen International LLC and
Brain Garden, Inc.  Year ended
December 312007
2006SUMMARY OF BALANCE
SHEETCash and cash
equivalents
$
         20,382
$
    
     97,660Total current assets
1,243,895
1,823,673Total assets
15,489,396
16,084,106Total current
liabilities
2,048,979
5,572,886Long-term debt
27,973
1,284,155Total liabilities
2,076,952
6,857,041Accumulated deficit
(17,280,529)
(17,325,896)Total stockholders
equity
$  
 13,412,444
$
      9,227,065  4     Year ended
December 312007
2006SUMMARY OF OPERATING
RESULTSRevenues, net
$   
  22,699,525
$ 
   3,491,671Cost of sales
16,298,596
2,862,792Gross profit
6,400,929
628,879Total operating
expenses
6,344,508
1,961,505Net income (loss) from
continuing operations
56,421
(1,332,626)Total other income
(expense)
(11,054)
88,180Income taxes

Net earnings (loss)
$
    
       45,367
$ 
  (1,244,446)Net earnings (loss) per
share
$
      
       (0.00)
$   
         (0.19)  Our source of revenue is from the sale of various food
and other natural products and 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 2007 increased significantly in comparison to
2006.  This increase in sales is attributable to the acquisition of
ForeverGreen.  However, comparing Revenues for the combined subsidiaries
ForeverGreen and Whole Living for 2006 as reported in the notes in the 2007
annual report (See Note 6 to the financial statements) the sales for 2007
increased by 8.9%.  The additional growth in sales can be attributed to the
implementation of the ForeverGreen Compensation Plan, new leadership, an
expanded product line, active promotion of the product through the travels of
corporate staff and doctors, increased recruitment and retention of customers,
and improvements in service and customer satisfaction.  Management
anticipates that sales will continue to increase over the long term.  Cost of sales consists primarily of the cost of procuring
and packaging products, sales commissions paid to our Members, the cost of
shipping product to Members, plus credit card sales processing fees.  Cost
of sales was approximately 71.8% of revenues for 2007 compared to 82% (See Note
6 to the financial statements) of revenues for 2006.  Management
anticipates that cost of sales in future periods will remain consistent as
scales of economy are achieved and cost will decrease but will be offset by
increases in distributor commissions as distributors consistently attain higher
ranks in the compensation plan, higher commission associated with the Jump Start
program and the 2008 compensation plan enhancements are paid out.  Sales commissions are paid to several levels of Members
on each product sold.  Sales commissions are paid on a monthly basis based
upon their personal and group sales volume.  Additional bonuses are paid
weekly to Members.  The overall payout average for sales commissions
decreased less than 0.5% for 2007 compared to 2006 (See Note 6 to the financial
statements). The decrease is attributed to additional payments made to the Brain
Garden distributors for 2006 as a short-term transitional plan to move from the
Brain Garden Unigen plan to the ForeverGreen Compensation Plan.  Total operating expenses increased for 2007 compared to
2006 (See Note 6 to the financial statements) as a result of increases in
general and administrative expense.  General and administrative expenses
increased due to ForeverGreen and the higher operating costs of the new
combined, larger company. General and administrative expenses include our
general office, marketing, and travel related expenses.  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.
Professional fees decreased for 2007 compared to 2006 (See Note 6 to the
financial statements) as efficiencies where achieved with the acquisition of
ForeverGreen and the costs related to the acquisition reduced significantly in
2007.  5     Depreciation and amortization increased in 2007 compared
to 2006 (See Note 2 to the financial statements) due to the addition of the
assets of ForeverGreen and their related depreciation as well as asset
acquisitions in 2007.  Total other expense for the 2007 year was related to
interest expense on loans.  Total other income for 2006 was primarily
related to a gain of $145,000 gain on the valuation of warrants granted in 2002
that are now expired.  As a result of increased revenues in the 2007 we recorded
net income for 2007 which resulted in a breakeven net income per share, we
recorded a net loss for 2006 and net loss per share of $0.19 for 2006.  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 $1,009,579 through 2012.  Rent expense for
2007 was $384,056 compared to $122,538 for 2006.  Our total liabilities at December 31, 2007 were
$2,076,952 compared to $6,857,041 at December 31, 2006.  The 2007 decreased
was primarily due to decreases in accounts payable, accrued expenses and notes
payable.  Accounts payable decreased by $533,464 as increased revenues
generates cash.  Notes payable decreased in 2007 as a result of loans
provided by First Equity Holdings Corp. totaling $2,343,126, and loans from
George and Brenda Brimhall that totaled $1,467,500.  ForeverGreen
International had borrowed these funds from the Brimhalls through 2005 and this
debt was consolidated as part of the acquisition of ForeverGreen International.
 ForeverGreen International had been paying principal and interest to the
Brimhalls since 2005.  In February 2007 we converted these and other notes
payable of $4,008,698 by issuing an aggregate of 2,005,313 shares to the note
holders.  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.  For 2006 we determined that an adjustment to goodwill was
required as part of the acquisition of ForeverGreen International.  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 2007 was $85,590.  In 2006 the 23% ownership in ForeverGreen
International for the 2006 year resulted in an other expense of $53,933.  We record impairment of long-lived assets
to be held and used or to be disposed of when indicators of impairment are
present and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amount. 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, 2007 and determined no adjustment to long term
assets was needed.   6     ITEM 8.  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA    FOREVERGREEN WORLDWIDE
CORPORATION  CONSOLIDATED FINANCIAL STATEMENTS  December 31, 2007 and 2006    C O N T E N T S   Report of Independent
Registered Public Accounting Firm 8  Consolidated Balance Sheets 9  Consolidated Statements of
Operations and Comprehensive Income 11  Consolidated Statements of
Stockholders Equity 12  Consolidated Statements of Cash
Flows 13  Notes to the Consolidated
Financial Statements 14    7       Chisholm
Bierwolf
&
Nilson, LLCCertified
Public Accountants
Todd
D. Chisholm, Audit Partner
Nephi
J. Bierwolf, Tax Partner
Troy
F. Nilson, Audit Partner 533
West 2600 South, Suite 25
Bountiful, Utah 84010 Phone:(801) 292-8756 Fax: (801) 292-8809  www.cbncpa.com   REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of
Directors and Shareholders ForeverGreen Worldwide
Corporation (formerly Whole
Living, Inc.) Orem, Utah  We have audited the
accompanying consolidated balance sheets of ForeverGreen Worldwide
Corporation (formerly Whole Living, Inc.) as of December 31, 2007 and 2006,
and the related consolidated statements of operations and comprehensive income,
stockholders equity and cash flows for the years ended December 31, 2007 and
2006.  These consolidated financial statements are the responsibility of
the Companys management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.  We conducted our
audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement.  The Company has
determined that it is not required to have, nor have we been engaged to perform,
an audit of its internal control over financial reporting.  Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting.  Accordingly, we
express no such opinion.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.  In our opinion, the
consolidated financial statements referred to above present fairly, in all
material respects, the consolidated financial position of ForeverGreen Worldwide
Corporation (formerly Whole Living, Inc.) as of December 31, 2007 and 2006, and
the consolidated results of its operations and cash flows for the years ended
December 31, 2007 and 2006 in conformity with generally accepted accounting
principles in the United States of America.  The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 15, the Company has
a working capital deficiency, and has had negative cash flows from operations
and recurring operating losses since inception, with the exception of the
current year, which raises substantial doubt about its ability to continue as a
going concern.  Managements plans in those matters are also described in
Note 15.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  */s/
Chisholm, Bierwolf & Nilson, LLC*  Chisholm, Bierwolf
& Nilson, LLC Bountiful,
Utah March 19,
2008  8     ForeverGreen
Worldwide CorporationFormerly Whole
Living, Inc.Consolidated
Balance SheetsDecember 31,

December 312007

2006ASSETS




,CURRENT
ASSETSCash
and cash equivalents

$
20,382
$
97,660Accounts
receivable, net


-

237,196Prepaid
expenses


277,186

153,128Inventory


946,327

1,335,689Total
Current Assets


1,243,895

1,823,673PROPERTY
AND EQUIPMENT, net


533,989


496,986OTHER
ASSETSDeposits
and other assets


98,482

103,216Trademarks,
net


43,639

5,250Customer
base, net


770,310

855,900Goodwill


12,799,081

12,799,081Total
Other Assets


13,711,512

13,763,447TOTAL
ASSETS

$
15,489,396
$
16,084,106                  The accompanying notes
are an integral part of these consolidated financial statements.  9     ForeverGreen
Worldwide CorporationFormerly Whole
Living, Inc.Consolidated
Balance Sheets - ContinuedDecember 31,

December 312007

2006LIABILITIES AND STOCKHOLDERS EQUITY



,CURRENT
LIABILITIESAccounts
payable

$
899,129
$
1,432,593Accrued
expenses and other accrued liabilities


1,148,295

1,463,878Current
portion of notes payable


1,555

1,339Current
portion of notes payable  related parties


-

2,675,076Total
Current Liabilities


2,048,979

5,572,886LONG-TERM
DEBTNotes
payable  related parties


-

1,254,596Notes
payable


27,973

29,560Total
Long-Term Debt


27,973

1,284,155Total
Liabilities


2,076,952

6,857,041COMMITMENTS


-

-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; 13,904,014 and 11,908,328 sharesissued
and outstanding


13,904

11,909Additional
paid-in capital


30,668,761

26,541,052Foreign
currency translation


10,308

-Accumulated
deficit


(17,280,529)

(17,325,896)Total
Stockholders' Equity


13,412,444

9,227,065TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY

$
15,489,396
$
16,084,106 -   The accompanying notes
are an integral part of these consolidated financial statements.  10     ForeverGreen Worldwide Corporationformerly Whole Living, Inc.Consolidated Statements of Operations and Comprehensive
IncomeFor the years endedDecember 31,2007

2006REVENUES,
net
$
22,699,525
$
3,491,671COST
OF SALES, net

16,298,596

2,862,792GROSS
PROFIT

6,400,929

628,879OPERATING
EXPENSESSalaries
and wages

3,835,547

1,006,065Professional
fees

696,489

483,948General
and administrative

1,526,265

335,659Depreciation
and amortization

286,207

135,833Total
Operating Expenses

6,344,508

1,961,505NET
OPERATING INCOME (LOSS)

56,421

(1,332,626)OTHER
INCOME (EXPENSE)Other
income and (expense), net

-

(103,421)Loss
on ForeverGreen investment

-

(53,933)Change
in fair value of derivative liability

-

145,000Gain
on Lawsuit

-

237,196Gain/(Loss)
on Sale of Fixed Assets

(4,928)

-Interest
(net)

(6,126)

(136,662)Total
Other Income (Expense)

(11,054)

88,180Income
(loss) from continuing operations before income tax provision

45,367

(1,244,446)Income
Tax Provision (Benefit)

-

-NET
INCOME (LOSS)
$
45,367
$
(1,244,446)BASIC
AND DILUTED INCOME (LOSS) PER COMMON SHARE
$
0.00
$
(0.19)WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

13,632,562

6,568,788A
Summary of the components of other comprehensive income (loss) for thefiscal
years ended December 31, 2007 and 2006 are as follows:Net
Income (Loss)
$
45,367
$
(1,244,446)Other
Comprehensive Income (Loss)

10,308

-Comprehensive
Income (Loss)
$
55,675
$
(1,244,446)     The accompanying notes
are an integral part of these consolidated financial statements  11 _______________________________________________________________________


ForeverGreen Worldwide Corporationformerly Whole Living, Inc.Consolidated Statements of Stockholders'
EquityFor the period January 1, 2006 through December 31,
2007Additional



OtherPreferred Stock

Common Stock

Paid-in

Accumulated

Comprehensive

PrepaidShares

Amount

Shares

Amount

Capital

Deficit

Income

ExpensesBalance,
January 1, 2006
-
$
-

5,351,112
$
5,351
$
14,995,399
$
(16,081,450)
$
-
$
(53,070)Shares
issued for servicesat
$2.025 per share
-

-

50,000

50

101,200

-

-

-Shares
issued for 23% investmentin
ForeverGreen  International, LLCat
$1.80  per share
-

-

1,266,667

1,267

2,278,733

-

-

-Shares
issued for remaining 77%investment
in ForeverGreenInternational,
LLC at $1.75 per share
-

-

5,240,549

5,241

9,165,720

-

-

-Amortization
of prepaid expenses
-

-

-

-

-

-

-

53,070Net
loss for the year endedDecember
31, 2006
-

-

-

-

-

(1,244,446)

-

-Balance,
December 31, 2006
-

-

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

-

--
$
-

13,904,014
$
13,904
$
30,668,761
$
(17,280,529)
$
10,308
$
-  The accompanying notes
are an integral part of these consolidated financial statements


12


ForeverGreen Worldwide CorporationFormerly Whole Living, Inc.Consolidated Statements of Cash FlowsFor the years endedDecember 31,2007

2006CASH
FLOWS FROM OPERATING ACTIVITIES:Net
loss
$
45,367
$
(1,244,446)Adjustments
to reconcile net loss to net cash used in operating activitiesDepreciation
and amortization

286,207

135,833Common
stock issued for services rendered

108,000

101,250Change
in fair value of derivative liability

-

(145,000)Loss
on investment in ForeverGreen

-

53,933Loss
on sale of property and equipment

4,928

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

237,196

(236,297)Prepaid
expenses

(124,058)

17,211Inventory

389,362

(919,885)Increase
(decrease) in operating liabilitiesAccounts
payable and accrued expenses

(756,301)

1,502,244Net
Cash Provided by/ (Used in) Operating Activities

190,701

(735,157)CASH
FLOWS FROM INVESTING ACTIVITIES:Cash
received on sale of property & equipment

4,000

-Cash
paid for trademarks

(41,897)

-Deposits

4,734

20,540Cash
acquired from investment in ForeverGreen International, LLC

-

27,739Purchases
of property and equipment

(243,753)

(65,288)Net
Cash (Used in) Investing Activities

(276,916)

(17,009)CASH
FLOWS FROM FINANCING ACTIVITIES:Proceeds
from notes payable - related parties

-

1,594,700Payments
on notes payable - related parties

(1,371)

(771,257)Net
Cash (Used in)/ Provided by Financing Activities

(1,371)

823,443Effect
of Foreign Currency on Cash

10,308

-NET
INCREASE (DECREASE) IN CASH

(77,278)

71,277CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

97,660

26,383CASH
AND CASH EQUIVALENTS AT END OF PERIOD
$
20,382
$
97,660SUPPLEMENTAL
CASH FLOW INFORMATIONCash
Paid for Interest
$
2,128
$
137,541Cash
Paid for Taxes
$
-
$
-NON-CASH
FINANCING ACTIVITIESCommon
Stock Issued for Services Rendered
$
108,000
$
101,250Common
Stock Issued for Relief of Debt
$
4,010,626
$
-    The accompanying notes
are an integral part of these consolidated financial statements


13     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  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 400,000 post-reverse split 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.  14     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  ForeverGreen International, LLC was organized on February 19, 2003
in the state of Utah.  The Company engages in the marketing and
distribution of chocolate and various natural food products, oils and bath
salts.  In August 2005 the Company introduced FrequenSea, a nutritional
beverage which includes marine phytoplankton, which helped the Company to
increase sales dramatically.  ForeverGreen International, LLC does business
under the name of ForeverGreen International, and maintains its headquarters in
Orem, Utah.  In conjunction with the January 13, 2006 acquisition the Board of
Directors of the Company approved a 15:1 reverse split of its common shares,
which was subsequently completed in February, 2006.  The companies operated under common management to distribute the
products of both companies jointly as though 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  15    FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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.  c. Principles of Consolidation  The December 31, 2006 consolidated balance sheet includes 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.  The 2006 statement of operations include the books of Whole
Living, Inc. and its wholly owned subsidiary Brain Garden.   The
statement of operations also contains the effects of the 23% ownership of
ForeverGreen International, LLC.  The December 31, 2007 consolidated balance sheet and statement of
operations includes 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.  16     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  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 31,2007

2006Income (Loss) Numerator
$                    45,367

$             (1,244,446)Shares (Denominator)
13,594,948

6,568,788Per Share Amount
$                        0.00

$                      (0.19)
   There are no reconciling items to net income for the computation
of earnings per share at December 31, 2007 and 2006.  There were 100,000
warrants outstanding as of December 31, 2006 that were considered but were not
included in computing diluted earnings per share calculation because their
effects are anti-dilutive.  These warrants expired prior to December
2007.  e. Provision for Income Taxes The
provision for income taxes consists of the following:  2007

2006Current
$       
                      -

$                            -Federal
-

-State
-

--

-DeferredFederal
-

-State
-

--

-Total income tax expense
(benefit)
$    
    
                    -

$                            -
   17     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The
income tax provision reconciled to the tax computed at the federal statutory
rate of 34% as follows:  Income
Tax at federal statutory rate
$
               15,425

$           (423,112)State
income tax benefit
5,306

(41,067)Non-deductivle
expenses
39,247

-Change
in estimate from prior year
(62,493)

(105,821)Change
in valuation allowance
2,515

570,000-

-Deferred
tax assets (liabilities) are as follows:CurrentInventory
reserves
40,468

-Accrued
vacation
36,624

-77,092

-Long-temDepreciation
and amortization
(15,655)

-Net
operating loss carryforwards
5,951,078

6,010,0005,935,423

6,010,000Total
deferred tax assets
6,012,515

6,010,000Valuation
Allowance
(6,012,515)

(6,010,000)$                       
 -

$                      
 -
  The Company assesses the need for a valuation allowance against
its deferred income tax assets at December 31, 2007.  Factors considered in
this assessment include recent and expected future earnings and the Companys
liquidity and equity positions.  As of December 31, 2007 and 2006, the
Company has determined that a valuation allowance is necessary against the
entire amount of its net deferred income tax asset.  18     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) As of December 31, 2007, the Company has net operating loss
carryforwards of approximately $16,000,000.  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.  The management  elected a
conservative position for the income tax related to December 31, 2007 and did
not estimate the utilization of the NOL but elected to completely allow for the
available total deferred tax.  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, 2007 and 2006 is $282,700, and $135,833, 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  19     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  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, 2007 and determined no adjustment to long term assets
was needed.  h. Internal Use Software  In Compliance with American Institute of Certified Public
Accountants Statement of Position (SOP) 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use, the Company
expenses costs incurred in the preliminary project stage and, thereafter,
capitalizes costs incurred in developing or obtaining internal use software and
includes them in property and equipment, net.  Certain costs, such as
maintenance and training, are expensed as incurred.  Capitalized costs are
amortized over a period on not more than three years using straight-line method.
 Total capitalized software costs at December 31, 2007 is $53,837.  i. 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, 2007 and 2006 there was an allowance for obsolete inventory in the amount of
$108,493 and $41,354 respectively.  j. 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.  20     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  k. 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.  l. Stock Options and Warrants  On January 1, 2006, the Company adopted SFAS No. 123 (revised
2004),  Share-Based Payment ("SFAS 123(R)") which establishes standards
for the accounting for transactions in which an entity exchanges its equity
instruments for goods or services, primarily focusing on accounting for
transactions where an entity obtains employee services in share-based payment
transactions.  SFAS No. 123(R) requires a public entity to measure the cost
of employee services received in exchange for an award of equity instruments,
including stock options, based on the grant-date fair value of the award and to
recognize it as compensation expense over the period the employee is required to
provide service in exchange for the award, usually the vesting period.
 SFAS 123(R) supersedes Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees" for periods beginning in fiscal 2006.
 In March 2005, the Securities and Exchange Commission issued SAB No. 107
relating to SFAS 123(R).  SFAS 123(R) requires companies to estimate the fair value of
share-based payment awards on the date of grant using an option-pricing model.
 The value of the portion of the award that is ultimately expected to vest
is recognized as expense over the requisite service periods in the Company's
consolidated statement of operations.  m. Capital Structure  The
Company has 10,000,000 shares of preferred stock authorized with no par value.
 No preferred shares are issued and outstanding at December 31, 2007 and
2006.   The rights and preferences of the preferred stock will be
determined by the board of directors at the time of issuance.  The
Company has 100,000,000 shares of common stock authorized at $0.001 per share
common value, with 13,904,014 shares issued and outstanding.  All common
shares are entitled to one vote per share in all matters submitted to the
shareholders.  21     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)   m. Derivatives  Warrants issued that are potentially settled with free trading
common stock are accounted for according to EITF Issue 00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock.  Derivative liabilities are adjusted to fair value
(calculated using the Black-Scholes method) at each balance sheet date and are
reassessed to determine whether the warrants should be classified as a liability
or equity.  The corresponding fair value adjustment is included in the
consolidated statements of operations as other expenses as the value of the
warrants increases from an increase in the Companys stock price at the balance
sheet date and as other income as the value of the warrants decreases from a
decrease in the Companys stock price.  The company recognized a gain on
the change in fair value of derivative liabilities of $0 and $145,000 in the
years ended December 31, 2007 and 2006 respectively.  n. 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 $100,000 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.  22     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  o.
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. 96-18, "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 recognized $0 and $101,250
for the periods ended December 31, 2007 and 2006 respectively.  p. 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.  23     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)   The
Company capitalizes legal fees incurred to register trademarks for its products.
 Trademarks consist of the following for the period ended December 31,
2007:  Trademarks
$                     47,147Less accumulated amortization
(3,508)Net Trademarks
$                     43,639
  There
was amortization expense for the years ended December 31, 2007 and 2006 were
$3,508 and $0, 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.  The Company capitalizes the
purchase of equipment and fixtures for major purchases in excess of $1,000 per
item.  Software is being developed to support our long term accounting and
operational needs according to the guidelines in SOP 98-1 and accordingly no
depreciation is being taken on $53,837 of capitalized software.  Property
and equipment consists of the following at December 31, 2007:  Leasehold improvements
$
                  80,355Office furniture & fixtures
177,690Equipment
446,234Vehicles
56,548Computer equipment
470,254Computer software
279,665Computer software - Capitalized
53,837Total Assets
1,564,583Accumulated depreciation
(1,030,594)Total Property & Equipment
$                  533,989
  Depreciation expense for the years
ended December 31, 2007 and 2006 were $282,700 and $135,833,
respectively.  24     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 3  ACCRUED EXPENSES  Accrued expenses consist of the following at December 31,
2007:  Distributor
liabilities
$            
668,920Accrued employee
benefits
121,571Accrued royalty
payable
97,152Accrued audit
fees
48,000Accrued bank
charges
44,874Other accrued
liabilities
167,778Total Accrued
Expense
$          1,148,295
  NOTE 4 - LONG-TERM LIABILITIES  Long term liabilities are detailed in the following schedules as
of December 31, 2007:  Note payable to Wells Fargo Bank bearing interestAt 7%, principal and interest due monthly, maturesAugust, 2019, secured by asset
$ 
            29,528Less current portion of Notes payable
(1,555)Net Long-Term Liabilities
$     
        27,973
   Accrued interest for the periods ended December 31, 2007 and 2006
were $0 and $0, respectively.  Future minimum principal payments on notes payable are as follows
at December 31, 2007:  2008
$                1,5552009
1,6752010
1,8052011
1,9452012
2,097Thereafter
$             20,451
   25     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  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 leases office space in Singapore on a short-term lease
for approximately $7,260 per month ending April 2008.  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.  The
Company continued to lease the warehouse portion of the Brain Garden
manufacturing space on a month to month basis through August 2006. Total Lease Commitments:  2008
341,4462009
319,6982010
140,5732011
117,579Thereafter
195,965
  Rent expense for operating leases for December 31, 2007 and 2006
was $384,056 and $122,538, respectively.  NOTE 6  BUSINESS COMBINATIONS  On January 13, 2006 the Company entered into an agreement with a
ForeverGreen International LLC whereby the Company exchanged 1,266,667
post-split shares of its 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 Whole Living Inc. resigned and officers of the Company
were appointed as officers of the Whole Living Inc.  26     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 6 - BUSINESS COMBINATIONS (Continued)  In conjunction with this 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 Company and ForeverGreen
International LLC blended their product lines and introduced a new product
catalogue.  To move forward toward the integration of the companies, the
Company entered into a letter of intent on October 27, 2006 to acquire the
remaining 77% equity interest of ForeverGreen International LLC for 4,240,549
post split restricted shares of Whole Living Common Stock.  A value of
$1.75 was used for the fair market value of the shares for a purchase price of
$7,420,961.  Whole Living was also to acquire 100% of ForeverGreens
preferred capital rights through the exchange of 1,000,000 post split restricted
shares of Whole Living common stock to persons who hold those rights.  A
value of $1.75 was used for the fair market value of the shares for a total of
$1,750,000 for this issuance. On December 14, 2006 in conjunction with this
agreement the Company agreed to file a certificate of amendment to the Whole
Living articles of incorporation to change the corporations name to
ForeverGreen Worldwide Corporation, and the customary notification of the name
change was provided to NASDAQ and it effected a change of the Whole Living
trading symbol on the OTC Bulletin Board to FVRG at the open of business on
December 29, 2006.  The Company agreed to file a certificate of amendment
to their articles of incorporation to establish a preferred class of stock with
10,000,000 shares authorized.  The following table summarizes the estimated fair value of the
assets acquired and liabilities assumed at the date of acquisition. The purchase
price allocation is based upon management's best estimate of the relative fair
values of the identifiable assets acquired and liabilities assumed.  Net assets acquired:Assets Acquired
$   
         447,185Goodwill
12,799,081Net assets acquired
13,246,266Net liabilities assumed:Accounts payable and accrued expenses
$       
  1,160,029Notes payable
1,545,109Net liabilities assumed
2,705,138Consideration paid
9,170,961
   27     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 6 - BUSINESS COMBINATIONS (Continued)  Select financial information for ForeverGreen International LLC
for the period ended December 2006 is as follows:  December 312006Revenues
$
          17,352,781Cost
of sales
13,073,498Salary
and wages
2,428,541General
and administration
1,216,049Professional
732,510Other
income (expense)
(136,674)Net
income (loss)
$    
         (234,491)
   Below is select data for the combined results of ForeverGreen
Worldwide Corporation and the newly acquired ForeverGreen International LLC as
if they had been together for the period ended December 31, 2006.  December 312006Revenues
$
          20,844,452Cost
of sales
15,936,290Salary
and wages
3,423,356General
and administration
1,687,541Professional
979,262Other
income (expense)
(285,690)Net
income (loss)
$     
     (1,467,687)
   NOTE 7 - 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.  28    FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 7 - COMMITMENTS AND CONTINGENCIES (Continued)  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.  NOTE
8  STOCKHOLDERS
EQUITY  During January 2006, the Company issued 50,000 post split shares
of common stock to certain employees of the Company for services rendered on
behalf of the Company.  Accordingly, the shares were valued at the fair
market price on the date of issuance.  The Company recognized $101,250 in
expense in the statement of operations, with offset accounting entries to common
stock and additional paid-in-capital for $50 and $101,200 respectively.
  On January 13, 2006 the Board of Directors approved a 15:1 reverse
split of its common shares, which was subsequently completed in February 2006.
  Throughout the notes to the financial statements all stock
transactions have been retroactively restated to reflect the reverse split.  At December 31, 2006, the Company had outstanding related party
notes payable and accrued interest of $4,021,704.  On February 27, 2007,
the Company issued an aggregate 1,928,186 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 Stockholder
equity.  During February 2007, the Company issued 67,500 shares of
restricted common stock to a vendor for services rendered at $1.60 per
share.  29     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 9  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.  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.  The Company subsequently 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
amortization for 2007 was $85,590. 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 10 - RELATED PARTY TRANSACTIONS  During 2007 and 2006, First Equity Holdings Corp., a shareholder,
loaned the Company $0 and $1,541,920, respectively.  The balance payable to
First Equity Holdings Corp. at December 31, 2007 and 2006 was $0 and $2,415,461,
respectively.  This note had accrued interest at a rate of 12% in the
amount of $0 and $92,035 for the periods ended December 31, 2007 and 2006.
December 31, 2006 notes payable to a shareholder was acquired in the amount of
$1,514,210 carrying a 10% rate of interest as a part of the ForeverGreen
International LLC acquisition.  At December 31, 2006, the Company had outstanding related party
notes payable and accrued interest of $4,021,704.  On February 23, 2007,
the Company issued an aggregate 1,928,186 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 Stockholder
equity.  30     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 11  WARRANTS  The following table summarizes the information regarding warrants
at December 31, 2007 and 2006.  Warrants Outstanding at January 1,
2006
100,000Granted
-Exercised
-Forteited
-Balance Outstanding at December 31,
2006
100,000Granted
-Exercised
-Forteited
(100,000)Balance Outstanding at December 31,
2007
-
  As of December 31, 2007 and 2006, pursuant to EITF 00-19, the
Company has recognized gains on the change in valuation of derivatives of $0 and
$145,000, respectively.  NOTE 12  INVENTORY  Inventories for December 31, 2007 were classified as follows:  Finished Goods
402,122Raw Materials
652,697Total Inventory
1,054,819Less Reserve for Obsolete Inventory
(108,492)Total Inventory
946,327
  NOTE 13  SUBSEQUENT EVENTS  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.  Management
believes that  Mr. Fifields probability of 100% receipt of the shares in
this action is unlikely to be successful.  31     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 13  SUBSEQUENT EVENTS (Continued)  During 2006 and 2007 Unique Sea Farms Limited supplied the marine
phytoplankton to the Company; however, 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 Marine Life Sciences LLC (MLS) that
provided that MLS would supply ForeverGreen International with processed marine
phytoplankton for a term of five years. If the ForeverGreen International
satisfies the term of the agreement for the initial five year term it will have
the option to renew the agreement for an additional five years.  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 it will lose the right of exclusivity or can pay the additional
amount to satisfy the minimum annual quota amount.  Under the terms of the
exclusive marketing agreement, MLS has the right to review and approve
ForeverGreen Internationals plans to expand sales and marketing in any new
foreign markets.  MLS agreed 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 for a period of
five years.  Both parties agreed to indemnify the other for any claims
arising out of any action taken or omission by the other.  On March 28, 2008, MLS has signed a letter of intent to complete a
formalized agreement within the next ninety (90) days for the purchase of
proprietary technology from ForeverGreen International.  The parties
anticipate that the royalty will be thirty-five percent (35%) of the ingredient
cost for the technology. We project that MLS could pay royalties of
approximately $10,000 to $100,000 in the coming year depending upon completion
of the formal agreement and the amount of sales.  NOTE
14 - NEW TECHNICAL PRONOUNCEMENTS  SFAS
NO. 155, "ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS"  In February 2006, the FASB issued SFAS NO. 155, "ACCOUNTING
FORCERTAIN HYBRID FINANCIAL INSTRUMENTS", which amends SFAS No. 133, "Accounting
for Derivatives Instruments and Hedging Activities" and SFAS No. 140,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities". SFAS No. 155  32     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE
14 - NEW TECHNICAL PRONOUNCEMENTS (Continued)  amends SFAS No. 133 to narrow the scope exception for
interest-only and principal-only strips on debt instruments to include only such
strips representing rights to receive a specified portion of the contractual
interest or principle cash flows. SFAS No. 155 also amends SFAS No. 140 to allow
qualifying special-purpose entities to hold a passive derivative financial
instrument pertaining to beneficial interests that itself is a derivative
instrument. We do not anticipate that the adoption of this standard will have a
material impact on our financial statements because we have no applicable
financial instruments.  SFAS
NO. 156, "ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS"  In March 2006, the FASB issued SFAS NO. 156, "ACCOUNTING FOR
SERVICING OF FINANCIAL ASSETS", which provides an approach to simplify efforts
to obtain hedge-like (offset) accounting. This Statement amends FASB Statement
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities", with respect to the accounting for separately
recognized servicing assets and servicing liabilities. The Statement (1)
requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
servicing contract in certain situations; (2) requires that a separately
recognized servicing asset or servicing liability be initially measured at fair
value, if practicable; (3) permits an entity to choose either the amortization
method or the fair value method for subsequent measurement for each class of
separately recognized servicing assets or servicing liabilities; (4) permits at
initial adoption a one-time reclassification of available-for-sale securities to
trading securities by an entity with recognized servicing rights, provided the
securities reclassified offset the entity's exposure to changes in the fair
value of the servicing assets or liabilities; and (5) requires separate
presentation of servicing assets and servicing liabilities subsequently measured
at fair value in the balance sheet and additional disclosures for all separately
recognized servicing assets and servicing liabilities. SFAS No. 156 is effective
for all separately recognized servicing assets and liabilities as of the
beginning of an entity's fiscal year that begins after September 15, 2006, with
earlier adoption permitted in certain circumstances. The Statement also
describes the manner in which it should be initially applied. The Company does
not believe that SFAS No. 156 will have a material impact on its consolidated
financial statements.  SFAS
NO. 157, "FAIR VALUE MEASUREMENTS"  In September 2006, the FASB issued SFAS No. 157, which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements.  33     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE
14 - NEW TECHNICAL PRONOUNCEMENTS (Continued)  This Statement applies to other accounting pronouncements that
require or permit fair value measurements.  This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.  The Company does not
anticipate any material impact on its consolidated financial statements upon the
adoption of this standard.  SFAS
NO. 158, "EMPLOYERS' ACCOUNTING FOR DEFINED BENEFIT PENSION AND OTHER
POSTRETIREMENT PLANS"  In September 2006, the FASB issued SFAS No. 158, "Employers'
Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106 and 132-R."  SFAS No. 158
requires an entity to recognize in its statement of financial condition the
funded status of its defined benefit postretirement plans, measured as the
difference between the fair value of the plan assets, and the benefit
obligation.  SFAS No. 158 also requires an entity to recognize changes in
the funded status of a defined benefit postretirement plan within accumulated
other comprehensive income, net of tax, to the extent such changes are not
recognized in earnings as components of periodic net benefit cost.  SFAS
No. 158 is effective as of the end of the fiscal year ending after December 15,
2006.  The Company does not expect that the adoption of SFAS No. 158 will
have a material effect on the Company's financial condition, results of
operations, or cash flows because the Company has no defined benefits plans.  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 determined
the impact the adoption, if any, will have on our consolidated financial
statements.    34      FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE
14 - NEW TECHNICAL PRONOUNCEMENTS (Continued)  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.  NOTE 15  GOING CONCERN  Our financial statements have been prepared using accounting
principles generally accepted in the United States of America generally
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. Accordingly, our
consolidated financial statements do not include any adjustments related to the
recoverability of assets or classification of liabilities that might be
necessary should we be unable to continue as a going concern.  At  35     FOREVERGREEN WORLDWIDE CORPORATION Notes to the Consolidated Financial Statements  NOTE 15  GOING CONCERN (Continued)  December 31, 2007 our current liabilities exceeded our current
assets.  We have incurred substantial losses in prior years and used
substantial cash in operations in prior years.  At December 31, 2007
our cash balance was $20,382.  Although the Company had income for the
first time in the current year, we do not feel that it was substantial enough to
alleviate the uncertainty related to a going concern, considering our negative
working capital of approximately $800,000 in 2007 as compared to approximately
$2,900,000 in 2006.  The Company relies solely on their operations to meet their
obligations.  During the year we issued shares of our common stock to
alleviate approximately $4,000,000 in notes payable obligations, which resulted
in the Company becoming relatively debt free.  The Company continues to
implement cost cutting measures to improve earnings potential, as well as,
focusing on increasing revenues from the sales of their products.  .  36    PART
IV  ITEM 15.  EXHIBITS, FINANCIAL
STATEMENT SCHEDULES  Exhibits  No. Description 2.1 Agreement of Share
Exchange between Whole Living and ForeverGreen International, LLC, dated
December 14, 2006 (Incorporated by reference to exhibit 2.1 for Form 8-K, as
amended, filed December 18, 2006) 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 Member Interest
Purchase Agreement between Whole Living and ForeverGreen International, LLC,
dated January 13, 2006 (Incorporated by reference to exhibit 10.1 for Form 8-K,
as amended, filed January 13, 2006) 10.2 Lease agreement between
Whole Living and C & R Fiveplex, LLC, dated April 7, 2006 (Incorporated by
reference to exhibit 10.3 to Form 10-QSB, filed November 14, 2006) 10.3 Paul Frampton
Employment Agreement, dated March 1, 2007 (Incorporated by reference to exhibit
10.3 of Form 10-QSB, filed August 14, 2007) 10.4 Agreement between
ForeverGreen International LLC and Marine Life Sciences LLC, dated March 28,
2008 (Filed April 7, 2008) 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    37    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:  January 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.  By: /s/    Ronald K.
Williams
Ronald K. Williams
Chairman
of the Board, President and Chief Executive Officer
Date:   January
14, 2009By:  /s/   Paul T.
Frampton
Paul T. Frampton
Chief
Financial Officer and Treasurer
Date:   January
14, 2009By:  /s/   Chris L.
Patterson
Chris L. Patterson
Secretary
and Chief Operating Officer
Date:   January
14, 2009      38