UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

[X]

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

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2016

[  ]

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

EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number: 000-26973

FOREVERGREEN WORLDWIDE CORPORATION

(Exact name of registrant as specified in its charter)

(801) 655-5500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]   No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]    No [   ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ]   No [X]

The number of shares outstanding of the registrant’s common stock as of November 14, 2016 was 26,342,285.

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TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

PART II – OTHER INFORMATION

PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of operations for the three and nine month periods ended September 30, 2016 and 2015 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the three and nine month period ended September 30, 2016 are not necessarily indicative of results to be expected for any subsequent period.  

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

3

ForeverGreen Worldwide Corporation and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

4

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended September 30, 2016 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2015 audited financial statements as reported in its Form 10-K. The results of operations for the nine month period ended September 30, 2016 are not necessarily indicative of the operating results for the full year ended December 31, 2016.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Principles of Consolidation

The consolidated balance sheets and statement of operations at September 30, 2016 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation.

Foreign Currency Translation

The Company’s functional currency is recorded in various currencies, corresponding to the various foreign subsidiaries and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions.”  All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

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

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Reclassification

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

Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of September 30, 2016, there were 9,846,754 common stock equivalents from convertible notes that were excluded from the diluted EPS calculation as their effect is anti-dilutive.

Revenue Recognition

Revenues and costs of revenues are recognized during the period in which the products are provided. The Company applies the provisions of FASB Accounting Standards Codification (“ASC”) 605-10, Revenue Recognition in Financial Statements ASC 605-10, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. ASC 605-10 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue for sale of products when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

The Company’s source of revenue is from the sale of various food and other natural products. The Company recognizes the sale upon shipment of such goods. The Company offers a 100% satisfaction guarantee against defects for 30 days after the sale of their product except for a few circumstances. The Company extends this return policy to its members for a 30 day period and the consumer has the same return policy in effect against the member. All conditions of ASC 605-10 are met and the revenue is recorded upon sale, with an estimated allowance for returns where material.

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 September 30, 2016 and December 31, 2015, the reserve for obsolete inventory had balances in the amount of $40,000 and $40,000, respectively.

Accounts Receivable and Member Advances

Normally the majority of accounts receivable are sales deposits processed by third parties from the prior one to four days that have not posted to the Company’s bank account.  

Members are required to pay for products prior to shipment. Members typically pay for products in cash, by wire transfer or by credit card. Accordingly, the Company seldom carries accounts receivable from members that are not distribution centers and any balances carried would be minimal.  In order to increase business, the Company occasionally makes advances to new Members to assist them with building their businesses.

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued

Valuation of Long-lived Assets

In accordance with ASC 360-10, the carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. The Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount.  The Company’s assessment of events and circumstances indicated that an analysis for impairment of long-lived assets as of September 30, 2016 was not needed.

Intangible Assets

Intangible assets consist of patent costs, trademark costs and the customer base. 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 of the technology and future cash flows.

The Company recognizes impairment losses when undiscounted cash flows estimated to be generated from long-lived assets are less than the net carrying amount of intangible assets. No impairment was recognized, accordingly, during the periods ended September 30, 2016 and 2015.

New Accounting Pronouncements

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

NOTE 3 – DEBT

Convertible notes payable and notes payable as of September 30, 2016

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 3 – DEBT - continued

Convertible notes payable and notes payable as of September 30, 2016 - continued

On March 1, 2016, the Company issued a promissory note for $506,158 in exchange for leasehold improvements to a Company warehouse and offices.  This note has an annual interest rate of 4.66%.  The principal amount of the note and all accrued interest is due and payable on or before March 1, 2018.  As of September 30, 2016 the Company has paid $101,043 toward the note balance, leaving a balance of $405,115 due on this note.

On March 11, 2016, the Company issued two promissory notes for $100,000 each. Both notes have an annual interest rate of 10% and are secured by the Company's inventory. The principal amount of the notes and all accrued interest is due and payable on or before February 28, 2021.  The notes have a conversion feature for common shares at $0.40 per share. Due to the fact that the trading price of our stock was greater than the stated conversion rate of this note, a total discount of $55,000 for the beneficial conversion was recorded against these notes and will be amortized against interest expense through the life of the notes. As of September 30, 2016 interest expense of $55,000 was recorded as part of the amortization of the beneficial conversion feature of these notes. Both of these notes were paid off on May 18, 2016.

On May 27, 2016, the Company issued a promissory note for $500,000. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2018.  The note has a conversion feature for common shares at $0.35 per share.

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

On June 23, 2016, the Company issued a promissory note for $150,000. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2018.  The note has a conversion feature for common shares at $0.35 per share.

On July 8, 2016, the Company issued a promissory note for $50,000. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2018.  The note has a conversion feature for common shares at $0.35 per share.

On August 10, 2016, the Company entered into an investment agreement with a third party for $525,000, including an original issue discount of $25,000. Pursuant to the agreement, the third party agreed to invest $500,000 and will be paid back the $525,000, in one of the following ways: A royalty of $0.75 for each Prodigy-5 product sold and membership position calculated weekly or a guaranteed minimum weekly cash payment of $6,000 whichever is greater.  As of September 30, 2016 the Company has paid $36,000, leaving a balance of $489,000 due and interest expense of $2,080 was recorded as part of the amortization of the original issue discount. This agreement was terminated subsequent to period end, on October 21, 2016, and replaced by a new investment agreement (see Note 8).

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

NOTE 5 – INVENTORY

NOTE 6 – LITIGATION SETTLEMENT

On August 24, 2015, Pruvit Ventures, Inc. filed a complaint in the United States District Court, Eastern District of Texas, Sherman Division, against Axcess Global LLC (Axcess) and ForeverGreen International LLC (FGI) alleging, among other things, breach of contract and unfair competition.  Both Axcess and FGI answered the complaint and asserted counterclaims against Pruvit for, among other things, patent infringement, false advertising, and misappropriation of trade secrets.  Both FGI and Axcess claimed injunctive relief as well as damages in an amount to be determined. As of February 25, 2016, Axcess Global Sciences, LLC, ForeverGreen International, LLC and Pruvit Ventures, Inc. reached an agreement to settle the existing lawsuit between them.  The settlement resolves all claims between all parties to the litigation.  Under the settlement agreement, the parties have agreed to dismiss the pending litigation and to refrain from any statements that disparage or criticize the other.  Other terms of the settlement agreement are confidential.

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FOREVERGREEN WORLDWIDE CORPORATION

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 7 – GOING CONCERN

As reported in the accompanying consolidated financial statements the Company has a working capital deficit of $2,950,578 and accumulated deficit of $37,803,749 at September 30, 2016, 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 has reviewed its cost structure and is taking steps to implement cost saving measures deemed to be effective.  This includes a reduction in labor force, restructuring of lease agreements, revised pricing of certain products to enhance sales incentives, and a marketing plan which involves more interaction with a broad scope of customers and Members.

Additionally, we expect we will take advantage of limited international expansion opportunities.  These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis.  New products have been and will continue to be introduced to bolster Member recruiting and sales.  Management is reviewing improvements to the marketing plan which will enhance the opportunities for continued growth.  The Company intends to seek debt and equity financing as necessary.

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.  

NOTE 8 – SUBSEQUENT EVENTS

On October 18, 2016, as part of our expense restructuring initiative, the Company negotiated the exit from one building lease with Lindon LLC in order to consolidate the corporate offices and warehouse all within the same space. Under the terms of the agreement the Company agreed to pay $30,000 on October 19, 2016 and 12 monthly payments of $10,000 each beginning in November of 2016.  In addition, the Company agreed to transfer ownership of all tenant improvements (book value of $270,838) and office furnishings (book value of $447,499).

On October 21, 2016 the Company terminated the investment agreement dated August 10, 2016 (see Note 3) and entered into a new investment agreement with the same third party for $1,025,000, including an original issue discount of $425,000. Pursuant to the agreement, the third party agreed to invest $600,000 (of which $500,000 was paid in the prior period on August 10, 2016 and an additional $100,000 was paid on November 7, 2016).  The $1,025,000 amount due will be paid back in one of the following ways: A royalty of $0.75 for each Prodigy-5 product sold calculated weekly or a guaranteed minimum weekly cash payment of $5,000, whichever is greater.  

On October 19, 2016 the Company issued 1,000,000 shares of common stock for cash proceeds of $300,000 at $0.30 per common share.

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

NOTE REGARDING FORWARD LOOKING STATEMENTS

The U.S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

ForeverGreen Worldwide is a holding company which operates through its wholly owned subsidiaries: ForeverGreen International, LLC, Productos Naturales Forevergreen Internacional en Mexico S.A. de C.V., FVGR Colombia S.A.S., 3-101-607360 S.A. (a Costa Rican corporation), ForeverGreen Chile SpA, Forevergreen (Aust & NZ) Pty, Ltd, ForeverGreen Singapore Pte Ltd, ForeverGreen Taiwan, ForeverGreen Japan (KK), ForeverGreen Peru SAC, ForeverGreen (HK) Limited (Hong Kong), ForeverGreen Marketing Corporation (Philippines), FG International LLP (India), Forevergreen Puerto Rico LLC, Forevergreen Dominicana S.R.L. (Dominican Republic), Forevergreen Peru, SAC, ForeverGreen SP z.o.o , (Poland), FGXpress do Brasil Comercio de Alimentos LTDA (Brazil), and ForeverGreen Team B.V. (Netherlands).

We intend to continue our emphasis as a total lifestyle company focused on bringing our domestic and international customers and Members our newly announced global Xpress product, Prodigy-5 along with our exclusive Ketopia line, PowerStrips, SolarStrips, and BeautyStrips products. In addition, we will continue to evaluate and share our array of nutrition, supplement, and weight management products to our customers and Members. Our focus is to assist prospective Members in creating a home-based business with home business training, mentorship and accountability so that they can benefit from the residual income stream opportunities we offer. 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 innovative new products that are exclusive to our Members.

During the first nine months of 2016 the Company experienced exciting updates that included, changes and additions involving ForeverGreen’s executive team, new product announcements, and an exciting new face on the Scientific Advisory Board.

In July and August, ForeverGreen made adjustments and additions to their executive team. Chief Information Officer, Rob Ferguson, took on the additional role of guiding daily operations as Chief Operating Officer. Jorge Alvarado, Vice President of Latin America, added the role of Chief Marketing Officer to his responsibilities. Chief Sales Officer, Joe Jensen added Europe to his areas of Asia and North America. Joining Jensen as co-Chief Sales Officer was Rick Redford, a veteran team leader. Redford brings over 25 years of successful Direct Selling industry experience, previously working at Unicity International, Genesis Pure and Viz. His extensive experience includes contract manufacturing, sales, marketing and international expansion. Along with his experience in direct selling, Redford brings his expertise in running several businesses, international sales and public speaking.

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August also saw the announcement of ForeverGreen’s continued commitment to overall cost reductions and a path to profitability.  Management believes that with the amount of global marketing momentum the Company achieved by the end of 2015, the Company intends to shift our focus from top-line revenue growth to expense management and profitability.

September marked the official addition of Dr. Balamurali Ambati, Ph.D., M.D. to ForeverGreen’s scientific advisory board. In 1995, Ambati entered the Guinness Book of World Records as the world's youngest doctor, at the age of seventeen. He has won numerous awards including the Ludwig von Sallmann Clinician-Scientist Award from the ARVO Foundation in 2014 and the Troutman-Véronneau Prize from the Pan-American Association of Ophthalmology in 2013. Dr. Ambati joined the company as a developmental part of ForeverGreen's revolutionary and scientific, recently announced product, Prodigy-5, described below.

With the addition of Dr. Ambati, ForeverGreen also acquired the exclusive, proprietary technology, Nutrisorb. This key ingredient will be featured in the upcoming (anticipated late November) new global Xpress model product, Prodigy-5. Dr. Balamurali Ambati, who recently joined the ForeverGreen scientific advisory board, helped develop the technology along with Dr. Adam Saucedo, M.D. of ForeverGreen. Nutrisorb, is an ingredient used to improve and optimize the absorption by the human body of vitamins, minerals, supplements and foods. ForeverGreen's license agreement provides the Company with the rights to the proprietary Nutrisorb technology and gives the Company worldwide exclusivity. As part of the license agreement,

It was in mid-September that ForeverGreen officially announced the development of our new global product, Prodigy-5. In brief, the product Prodigy-5's worldwide, exclusive technology answers the phrase, “You're not just as healthy as what you ingest, but rather what you absorb”. This key technology aids the body in absorbing more of the nutrition than it normally would, thereby increasing efficiencies and overall health.  Prodigy-5 will be the newest offering in ForeverGreen's global Xpress model and management believes this new product could reframe the current conversation on supplementation. ForeverGreen has scientifically combined several products into one and as a part of the global Xpress model the Company expects to bring this all-in-one nutritional habit to the public.

The Company continues to look for opportunities to improve upon or expand the restructuring and cost cutting initiatives implemented in the first, second and third quarters. Management has instigated cost cutting measures to reduce overhead and anticipates the November launch of Prodigy-5 will grow revenues. Pre-orders for the product already total more than $1.5M. The Company is also reviewing its entire line of products to determine which may be phased out or reworked to fit into their exciting global Xpress model.  We continually manage our systems and logistics centers around the world to support the demand for our products and business opportunity. We continually challenge ourselves to continue to meet a high standard of quality and customer service and maintain the highest levels of Member satisfaction.

Overcoming periodic economic downturns and managing profitability will continue to require skilled personnel and responsive manufacturing and shipping facilities. Management intends to continue ongoing process improvement initiatives, especially in the areas of production and order fulfillment. These new operating efficiencies are targeted to address the current economic environment as well as prepare the Company for the upturn in demand as Prodigy-5 begins to ship and as people continue to look for alternative income opportunities. We are actively positioning ForeverGreen to be the Company they can align with for the future as traditional employment options.

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Results of Operations

The following chart summarizes the consolidated statements of operations of ForeverGreen Worldwide and subsidiaries for the three and nine month periods ending September 30, 2016 and 2015.

The Company recognized product revenues of $29,327,397 and shipping and other revenues of $1,652,716 for the nine month period of 2016 compared to product revenues of $46,130,346, and shipping and other revenues of $3,754,518 for the comparable period in 2015.  The Company recognized product revenues of $7,785,215 and shipping and other revenues of $452,866 for the third quarter of 2016 compared to product revenues of $14,875,641, and shipping and other revenues of $1,731,266 for the comparable period in 2015.

The Company experienced a 37.9% decrease in revenues totaling $18,904,751 for the 2016 nine month period compared to the 2015 nine month period. The Company experienced a 50.4% decrease in revenues totaling $8,368,826 for the 2016 third quarter compared to the 2015 third quarter. Our source of revenue is from the sale of various foods, other natural products, kits, and freight and handling to deliver products to the Members and customers. We recognize revenue upon shipment of a sales order. The decrease in revenues relates to the supply chain challenges the Company experienced in launching the Ketopia product line which resulted in sales less than expected and a decrease in the demand for the PowerStrip product.  Additionally, as a result of the marketing focus on launching the Ketopia product line, there was less focus in 2016 on the PowerStrip product line than in 2015. Management has initiatives to increase global marketing focus on PowerStrips during the remainder of 2016, emphasizing the global envelope model.

Cost of sales consists primarily of the cost of procuring and packaging products, the cost of shipping product to our international subsidiaries, warehouses and to our Members, plus credit card processing fees.  Cost of sales was approximately 29.7% of revenues totaling $9,186,327 for the nine month period of 2016 compared to 24.2% of

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revenues totaling $12,115,664 for nine month period of 2015.  Cost of sales was approximately 27.6% of revenues totaling $2,278,106 for the third quarter of 2016 compared to 23.3% of revenues totaling $3,882,920 for third quarter of 2015. This percentage increase is primarily attributable to our newest product, Ketopia, as it has higher product costs, higher shipping costs, and royalty fees.

Management continues to negotiate better costs and terms with our key vendors to lower our cost of goods sold.  New products have been and will continue to be introduced to bolster Member recruiting and product sales.  In addition, management intends to improve our marketing plan to enhance Member leadership incentives and 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.

Sales and marketing expenses were 39.9% of revenues totaling $12,376,749 for the 2016 nine month period compared to 47.9% of revenues totaling $23,904,165 for 2015 nine month period.  Sales and marketing expenses were 42.5% of revenues totaling $3,502,298 for the 2016 third quarter compared to 47.1% of revenues totaling $7,825,701 for 2015 third quarter.  This percentage decrease is due to lower commissions paid on sales related to the Ketopia product line.

General and administrative expenses were $10,689,360, or 34.5% of revenue, for the 2016 nine month period compared to $14,904,798, or 29.8% of revenue, for the 2015 nine month period, representing a decrease of $4,215,438 from the prior year.  General and administrative expenses were $2,970,039, or 36% of revenue, for the 2016 third quarter compared to $5,176,748 or 31.1% of revenue, for the 2015 third quarter, representing a decrease of $2,206,709 from the prior year.  These decreases are primarily due to the implementation of cost cutting initiatives during 2016. The Company labor force has been reduced both domestically as well as internationally. These restructuring efforts involved employee severance agreements, some of which were mandated by local employment tax laws.  Extra costs in legal fees were also incurred in the 2016 nine month period as the Company restructured a number of lease arrangements and the litigation settlement with Pruvit Ventures, Inc.

Total other income was $307,903 for the 2016 nine month period compared to other expense of $443,057 for the 2015 nine month period.  This decrease of $750,960 is primarily attributable to the gain on litigation settlement.  Total other expense was $119,258 for the 2016 third quarter compared to other expense of $92,939 for the 2015 third quarter.  This decrease of $26,319 is primarily attributable to international market expenses incurred in 2015 that did not occur in 2016.  

The Company experienced a net loss of $964,420 for the 2016 nine month period compared to a net loss of $1,482,820 for the 2015 nine month period. This decrease of $518,400 is attributable to managements cost cutting initiatives and decreased revenues. The Company experienced net loss of $631,620 for the third quarter compared to a net loss of $371,401 for the 2015 third quarter. This represents an increase of $260,219 which is attributable to the Company’s decreasing revenues.

During the last couple of years, the Company has focused on top line revenue growth.  The Company’s focus has now shifted to driving Company profitability, which in turn will drive shareholder value.  The nine month period in 2016 has seen the Company implement changes, as discussed above regarding general and administrative expenses, which will reduce costs and put the Company in a much better position to deliver future positive shareholder results. It has been a number of years since the Company had a price increase on many of our products.  The combined impact of a revenue reduction along with the additional costs associated with implementing a cost restructure are attributed to the reported loss for the first nine months of 2016.    

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Liquidity and Capital Resources

The Company’s total assets increased to $9,222,912 as of September 30, 2016 compared to $7,781,438 as of December 31, 2015. The 18.5% increase of $1,441,474 is due to an increase in inventory of $412,994, other receivables of $716,865 related to a settlement of litigation, and the remaining increase is due to leasehold improvements and software capitalization. The litigation settlement occurred in the first quarter of 2016 and the Company recorded a receivable.  Under the settlement agreement, the parties have agreed to dismiss the pending litigation and to refrain from any statements that disparage or criticize the other.  Other terms of the settlement agreement are confidential.

The Company’s total liabilities at September 30, 2016 were $11,432,816 compared to $9,188,688 at year end 2015, an increase of $2,244,128.  This increase is attributable to a $700,000 increase in convertible notes payable, $871,195 increase in notes payable, $408,544 increase in accounts payable which is in line with the increase in inventory, and the balance is due to increases in accrued expenses and deferred revenue.

As reported in the accompanying consolidated financial statements the Company has a working capital deficit of $2,950,578 and accumulated deficit of $37,803,749 at September 30, 2016, 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 has reviewed its cost structure and is taking steps to implement cost saving measures deemed to be effective.  This includes a reduction in labor force, restructuring of lease agreements, revised pricing of certain products to enhance sales incentives, and a marketing plan which involves more interaction with a broad scope of customers and Members.  On October 18, 2016, as part of our expense restructuring initiative, the Company negotiated the exit from one building lease with Lindon LLC so that they could consolidate the corporate offices and warehouse all within the same space

Additionally, we expect we will take advantage of limited international expansion opportunities.  These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis.  New products have been and will continue to be introduced to bolster Member recruiting and sales.  Management is reviewing improvements to the marketing plan which will enhance the opportunities for continued growth.  The Company intends to seek debt and equity financing as necessary.

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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 Obligations

The Company has an agreement with a related party, Marine Life Sciences, LLC, that supplies 100% of a the marine phytoplankton included in several top selling products.  If that vendor were to discontinue the supply of this ingredient, our sales could decrease significantly. There are other providers of that ingredient in the world, however, the Company considers this provider to have the very best quality, which is nutritionally superior to other sources of this ingredient, and has no intention of obtaining it from any other provider.

As of September 30, 2016 the Company has $1,746,024 in convertible notes payable to related parties and $2,123,474 in convertible notes payable, with $1,191,718 of this amount past due or due within the next 12 months. The Company also has notes payable of $871,195.  Management anticipates it will satisfy these notes payable through increased revenues and/or negotiation of new payment due dates.

On August 10, 2016 the Company entered into an investment agreement with Wealth Group, Inc. (see Note 3).  On October 21, 2016 the Company terminated the investment agreement and the entered into a new investment agreement with Wealth Group for $1,025,000, including an original issue discount of $425,000. Pursuant to the agreement, Wealth Group agreed to invest $600,000 (of which $500,000 was paid in the prior period on August 10, 2016 and an additional $100,000 was paid on November 7, 2016). The $1,025,000 amount due will be paid back in one of the following ways: A royalty of $0.75 for each Prodigy-5 product sold calculated weekly or a guaranteed minimum weekly cash payment of $5,000, whichever is greater.  

Off-balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Critical Accounting Estimates

The Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company did an annual analysis for the period ended September 30, 2016 and determined no adjustment to long-lived assets was needed.

The Company adjusts its inventories to lower of cost or market. Additionally we adjust the carrying value of our inventory based on assumptions regarding future demand for our products and market conditions. If future demand and market conditions are less favorable than management’s assumptions, additional inventory write-downs could be required. Likewise, favorable future demand and market conditions could positively impact future operating results if previously written down inventories are sold.

In determining the allowance for doubtful accounts, the Company evaluates the collectability of its accounts receivable and member advances based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to us (e.g., bankruptcy filings), the Company records a specific allowance for doubtful accounts against amounts due to reduce the net recognized receivable to

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the amount it reasonably believe will be collected. For all other customers, the Company recognizes allowances for doubtful accounts based on the length of time the receivables are past due. If circumstances change (e.g., unexpected material adverse changes in a major customer’s ability to meet its financial obligation to us or higher than expected customer defaults), the Company’s estimates of the recoverability of amounts could differ from the actual amounts recovered.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow timely decisions regarding required disclosure.  Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and concluded that our disclosure controls and procedures were effective.  

Changes to Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the quarter ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  

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PART II – OTHER INFORMATION

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

On October 19, 2016, the Board of Directors approved the issuance of 1,000,000 shares of common stock to Vision Money Management in consideration for $300,000.  We relied on an exemption from the registration requirements provided by Section 4(a) (2) of the Securities Act.

ITEM 6.  EXHIBITS

Part I Exhibits

Part II Exhibits

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SIGNATURES

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