8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2006

RELIV’ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11768	37-1172197
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

136 Chesterfield Industrial Boulevard, Chesterfield, MO	63005
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (636) 537-9715

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item No. 2.02 - Results of Operations and Financial Condition

On March 2, 2006, Relìv International, Inc. issued a press release reporting earnings and other financial results for both its fourth quarter and year ended December 31, 2005. A copy of the press release is attached as Exhibit 99.

Item 9.01 - Financial Statements and Exhibits

(c)The following exhibit is attached hereto:

Exhibit No.	Exhibit
99	Press Release dated March 2, 2006 captioned: “Relìv International’s Net Income Advances 40 Percent in 2005, Driven by Strong Sales in the U.S. Market.”

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 hereunto duly authorized.

	Reliv International, Inc. (Registrant)
Date: March 2, 2006	By:	/s/ Robert L. Montgomery
		Robert L. Montgomery, Chief Executive Officer

EX-99

EXHIBIT 99

NEWS RELEASE

FOR FURTHER INFORMATION, CONTACT:

Steven D. Albright	Fred A. Nielson	Al Palombo
Chief Financial Officer	Investor Relations	Cameron Associates
(636) 733-1305	(636) 733-1314	Investor Relations
		(212) 554-5488

Relìv International’s Net Income Advances 40 Percent in 2005,

Driven by Strong Sales in the U.S. Market

FOR IMMEDIATE RELEASE

CHESTERFIELD, MO, March 2, 2006 - Relìv International, Inc. (Nasdaq/NM - RELV), a developer, manufacturer and marketer of a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management and sports nutrition, today announced its full-year results of operations for 2005, as well as for the three months ended December 31, 2005.

2005 Results

For the year, Relìv reported a 40 percent increase in net income available to common shareholders, which totaled $7.52 million, or $0.46 per share (diluted) - compared to $5.37 million, or $0.31 per share (diluted) in 2004. The net income in 2005 was a single year record for the company. The company also achieved record-setting net sales during 2005 - up 17 percent, to $113.6 million - compared to $97.0 million in 2004.

Fourth Quarter 2005 Results

For the three months ended December 31, 2005, Relìv posted a 41 percent increase in net income available to common shareholders - to $1.81 million, or $0.11 per share (diluted), compared to $1.28 million, or $0.07 per share (diluted) in the prior-year period. Fourth quarter 2005 net sales grew 8 percent, to $27.5 million, compared to $25.4 million in the fourth quarter of 2004.

The company’s fourth-quarter and full-year earnings benefited from the reduction of certain costs that were reported in 2004 - costs associated with the initial year of documentation and testing of internal controls in connection with the Company’s compliance with Section 404 of the Sarbanes-Oxley Act.

Key Company Trends

Throughout 2005, Relìv’s results were driven by strong sales growth in the United States, the company’s largest geographic market. Net sales in the United States increased 22 percent for the year compared to 2004, to total $102.5 million. Relìv also reported increased results in Europe - with net sales up 55 percent in the United Kingdom compared to the prior year, as well as the opening of the company’s operations in Germany in July 2005. However, this growth was offset by weaknesses in other non-U.S. markets, leading to a 16 percent decline in net sales from international markets during the year.

-- MORE --

Relìv International, Inc.

ADD ONE

Robert L. Montgomery, President and Chief Executive Officer of Relìv, said, “For the most part, our performance in 2005 was an excellent one. Our record-setting net sales and net income proves that the Relìv business model is both powerful and scalable. It also demonstrates that our products target a promising market - the millions of consumers worldwide who want to make good nutrition a simple but key part of their healthy lifestyles. That’s why we believe we can extend the success we’ve seen in the U.S. to our international markets in the future.”

Relìv International, Inc., based in suburban St. Louis, is a developer, manufacturer and marketer of a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management and sports nutrition. Reliv’s science-based supplements are packaged in powdered form and are not only simple to use but also, when mixed with water, juice or other liquid and consumed, provide an effective means of delivering nutrients to the body. Reliv also offers a line of skin care products. Reliv sells its products through an international network marketing system using independent distributors. As of December 31, 2005, Reliv’s network consisted of approximately 65,500 distributors -- 52,500 in the United States and 13,500 across the company’s international markets. Reliv has sold products in the United States since 1988 and in selected international markets since 1991. Relìv International’s common stock trades on The Nasdaq Stock Market^® under the symbol RELV.

Relìv will host a conference call to discuss the fourth quarter & full-year 2005 earnings with investors at 1:00 p.m. Eastern Time on March 2, 2006. The dial-in number for investors is 800-329-9097. Participant pass code is 83771579. To register, please call in 15 minutes prior to start of the call. A replay of this call will be available for one week by telephone from 3:00 p.m. Eastern by calling 888-286-8010 and using pass code 46542444. A live web cast of this call will be available through the Investor Relations section of Relìv’s Web site, http://www.reliv.com/us/investor. An online archive of the broadcast will be available on Relìv’s Web site in the Investor Relations section twenty-four hours after the call concludes. Please access the web site at least 15 minutes before the scheduled conference call to register.

Statements made in this release that are not historical facts are “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties and are subject to change at any time. These forward-looking statements may include, but are not limited to, statements containing words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar expressions.

Factors that could cause actual results to differ are identified in the public filings made by Reliv’ with the Securities and Exchange Commission. More information on factors that could affect Reliv’s business and financial results are included in its public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, copies of which are available on the Company’s web site, www.reliv.com.

-- FINANCIAL HIGHLIGHTS FOLLOW -

Reliv International, Inc. and Subsidiaries
ADD TWO
Condensed Consolidated Balance Sheets
	December 31,		December 31,
	2005		2004
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	5,653,594	$	10,151,503
Accounts and notes receivable, less allowances of
$39,700 in 2005 and $11,500 in 2004		775,623		872,592
Accounts due from employees and distributors		152,760		70,620
Inventories		5,584,456		5,896,782
Other current assets		1,692,568		2,627,118
Total current assets		13,859,001		19,618,615
Other assets		1,626,330		1,196,780
Accounts due from employees and distributors		355,651		213,123
Net property, plant and equipment		10,140,441		9,968,149
Total assets	$	25,981,423	$	30,996,667
Liabilities and stockholders’ equity
Total current liabilities	$	9,895,260	$	8,151,968
Long-term debt, less current maturities		2,211,065		3,357,691
Other non-current liabilities		1,310,270		1,296,255
Total stockholders’ equity		12,564,828		18,190,753
Total liabilities and stockholders’ equity	$	25,981,423	$	30,996,667
** MORE **

Reliv International, Inc. and Subsidiaries
ADD THREE
Consolidated Statements of Operations
	Three months ended December 31,						Year ended December 31,
	2005			2004			2005			2004
	(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
Sales at suggested retail	$	39,844,751		$	36,648,365		$	163,968,979		$	139,442,752
Less distributor allowances on
product purchases		12,360,202			11,207,027			50,403,815			42,460,319
Net sales		27,484,549			25,441,338			113,565,164			96,982,433
Costs and expenses:
Cost of products sold		4,735,786			4,668,384			19,264,347			16,662,935
Distributor royalties and commissions		10,971,521			10,205,080			45,479,062			38,622,537
Selling, general and administrative		8,729,059			8,441,657			36,348,526			32,710,657
Total costs and expenses		24,436,366			23,315,121			101,091,935			87,996,129
Income from operations		3,048,183			2,126,217			12,473,229			8,986,304
Other income (expense):
Interest income		48,290			41,265			238,473			118,467
Interest expense		(50,886	)		(65,595	)		(313,329	)		(243,118	)
Other income		127,230			80,156			101,043			146,036
Income before income taxes		3,172,817			2,182,043			12,499,416			9,007,689
Provision for income taxes		1,362,000			902,000			4,978,000			3,621,000
Net income		1,810,817			1,280,043			7,521,416			5,386,689
Preferred dividends accrued and paid		—			—			—			12,292
Net income available to common
shareholders	$	1,810,817		$	1,280,043		$	7,521,416		$	5,374,397
Earnings per common share - Basic	$	0.11		$	0.07		$	0.47		$	0.34
Weighted average shares		15,580,000			16,239,000			15,885,000			15,662,000
Earnings per common share - Diluted	$	0.11		$	0.07		$	0.46		$	0.31
Weighted average shares		15,901,000			17,058,000			16,388,000			17,137,000
Cash dividends declared per common share	$	0.040		$	0.035		$	0.075		$	0.065
** MORE **

Reliv International, Inc. and Subsidiaries
ADD FOUR
Active Distributors and Master Affiliates and above by Market(1)
	As of 12/31/2005					As of 12/31/2004					Change in %
	Active Distributors		Master Affiliates and Above			Active Distributors		Master Affiliates and Above			Active Distributors			Master Affiliates and Above
United States		52,040		15,800			47,190		12,460			10.3	%		26.8	%
Australia/New Zealand		2,410		240			3,040		290			-20.7	%		-17.2	%
Canada		1,220		210			1,480		210			-17.6	%		0.0	%
Mexico		1,630		310			9,000		710			-81.9	%		-56.3	%
United Kingdom/Ireland		750		100			450		60			66.7	%		66.7	%
Philippines		4,070		490			6,760		650			-39.8	%		-24.6	%
Malaysia/Singapore		3,250		590			5,280		730			-38.4	%		-19.2	%
Germany		130		60			—		—			N.M.			N.M.
Consolidated total		65,500		17,800			73,200		15,110			-10.5	%		17.8	%
(1)  The total number of active distributors also includes Master Affiliates and above. The company defines an active distributor as one that enrolls as a distributor or renews its distributorship during the prior twelve months. Master Affiliates and above are those distributors that have attained the highest level of discount and are eligible for royalties generated by Master Affiliates and above in their downline organization.
Net sales by Market
(in thousands)
	Three months ended December 31,										Change From
	2005					2004					Prior Year
	$		% of sales			$		% of sales			Amount			%
United States		24,669		89.8	%		22,151		87.1	%		2,518			11.4	%
Australia/New Zealand		649		2.4	%		743		2.9	%		-94			-12.7	%
Canada		377		1.4	%		520		2.0	%		-143			-27.5	%
Mexico		370		1.3	%		657		2.6	%		-287			-43.7	%
United Kingdom/Ireland		205		0.7	%		135		0.5	%		70			51.9	%
Philippines		522		1.9	%		728		2.9	%		-206			-28.3	%
Malaysia/Singapore		491		1.8	%		507		2.0	%		-16			-3.2	%
Germany		202		0.7	%		—		—			202			N.M.
Consolidated Total		27,485		100.0	%		25,441		100.0	%		2,044			8.0	%
Net sales by Market
(in thousands)
	Year ended December 31,											Change From
	2005					2004						Prior Year
	$		% of sales			$		% of sales			Amount			%
United States		102,549		90.3	%		83,873		86.5	%		18,676			22.3	%
Australia/New Zealand		2,215		2.0	%		2,543		2.6	%		-328			-12.9	%
Canada		1,668		1.5	%		1,751		1.8	%		-83			-4.7	%
Mexico		1,608		1.4	%		2,634		2.7	%		-1,026			-39.0	%
United Kingdom/Ireland		846		0.7	%		545		0.6	%		301			55.2	%
Philippines		2,328		2.0	%		2,865		3.0	%		-537			-18.7	%
Malaysia/Singapore		2,031		1.8	%		2,771		2.9	%		-740			-26.7	%
Germany		320		0.3	%		—		—			320			N.M.
Consolidated Total		113,565		100.0	%		96,982		100.0	%		16,583			17.1	%
** 30 **