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): August 7, 2006

RELIV’ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-11768	37-1172197
(Commission File Number)	(IRS Employer Identification No.)

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

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

Not applicable                  

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Item 2.02. Results of Operation and Financial Condition

On August 7, 2006, Relìv International, Inc. issued a press release reporting earnings and other financial results for its three-and six-month periods ended June 30, 2006. A copy of the press release is attached as Exhibit 99.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99 Press Release dated August 7, 2006 captioned: “Relìv International, Inc. Reports 2 Percent Decrease in Second Quarter Net Sales.”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Relìv International, Inc. has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Chesterfield, State of Missouri, on August 7, 2006.

RELIV’ INTERNATIONAL, INC.
By:	/s/ Steven D. Albright
	Steven D. Albright Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99	Press Release dated August 7, 2006 captioned: “Relìv International, Inc. Reports 2 Percent Decrease in Second Quarter Net Sales.”

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EX-99

EXHIBIT 99

NEWS RELEASE

FOR FURTHER INFORMATION, CONTACT:

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

RELIV INTERNATIONAL, INC. REPORTS 2 PERCENT DECREASE

IN SECOND QUARTER NET SALES

Enhanced Bonus Program, Other Elements in Place to Boost Results

FOR IMMEDIATE RELEASE

CHESTERFIELD, MO., August 7, 2006 - Reliv International, Inc. (NASDAQ:RELV), a developer, manufacturer and marketer of a proprietary line of nutritional supplements addressing basic nutrition, wellness needs, weight management and sports nutrition, today reported lower net sales and net income for the second quarter of 2006 compared to the same period last year.

For the second quarter, net sales were $27.8 million, down 2.4 percent from $28.5 million in the second quarter of 2005. Net income was $1.62 million, down 18 percent from $1.98 million in the same quarter of last year. Diluted earnings per share were $0.09 compared to $0.12 diluted earnings per share in the year-ago quarter.

For the first half of 2006, sales were $59.0 million, up from $57.5 million during the same period last year. Net income was $4.07 million in the first half of 2006 compared to $4.04 million in the same period in 2005. Earnings per share rose $0.01 to $0.25 a share for the first half of 2006.

Reliv reported sales outside the United States rose 13 percent to $2.8 million for the second quarter, with sales increases recorded in most of the company's seven international markets. The strongest increases were reported in Australia/New Zealand, which was up 14 percent, and the United Kingdom, up 36 percent versus the second quarter of 2005. This increase reverses a downward slide in sales in non-U.S. markets that began last year.

“About two years ago we made a conscious decision to invest more resources, both senior management time and new personnel, in our international operations. We said we would straighten out those operations, and the second-quarter international sales increase is evidence that we are beginning to move in the right direction,” said Robert L. Montgomery, president, chairman and CEO of Reliv.

“We were disappointed with our U.S. results as compared to last year. But with extra international resources in place, senior management can now return our full focus to our overall operations, and we believe we can achieve positive sales and earnings growth,” he added.

-- MORE --

1

Reliv Second-Quarter Results

ADD ONE

“My confidence is based on two key factors: One, we offer distributors an outstanding business opportunity supported by a well defined, disciplined system proven to help our distributors expand their businesses. Two, we make nutrition simple with products that are effective, easy to use and affordable,” Montgomery said.

To boost sales, Reliv announced a special “Mega Bonus” program at its 2006 international conference in St. Louis last week, attended by nearly 6,000 distributors. "We will hand out more than $700,000 in new bonuses at Reliv’s international conference in St. Louis in August 2007,” Montgomery said. “The money will be divided among the top 50 distributors in group sales volume between Aug. 1, 2006, and July 31, 2007, with the first-place winner receiving $100,000." Combining the Mega Bonus funds with Reliv’s existing monthly bonuses will bring total distributor bonuses for the next 12 months to more than $1 million.

Reliv will host an investor conference call to discuss the second quarter 2006 earnings with investors at 1:00 p.m. Eastern Time on August 7, 2006. The dial-in number for investors is 800-540-0559. The conference identification is RELIV. 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 800-839-5131 and using the same conference identification RELIV. A live Web cast of this call will be available through the Investor Relations section of Reliv's Web site, http://www.reliv.com/us/investor. An online archive of the broadcast will be available on Reliv's Web site in the Investor Relations section 24 hours after the call concludes.

Reliv International, Inc., based in suburban St. Louis, Mo., develops, manufactures and markets a proprietary line of nutritional supplements addressing basic nutrition, specific wellness needs, weight management and sports nutrition. Reliv sells its products through an international network marketing system of approximately 65,000 independent distributors. Reliv International's common stock trades on The Nasdaq Stock Market® under the symbol RELV. Additional information about Reliv International, Inc. can be obtained on the Web at www.reliv.com.

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 Reliv’s web site, www.reliv.com.

-- FINANCIAL HIGHLIGHTS FOLLOW -

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Reliv International, Inc. and Subsidiaries
ADD TWO
Condensed Consolidated Balance Sheets
	June 30			December 31
	2006			2005
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	12,370,206		$	5,653,594
Short-term investments		5,000,000			-
Accounts and notes receivable, less allowances of
$7,200 in 2006 and $39,700 in 2005		681,343			775,623
Accounts due from employees and distributors		215,025			152,760
Inventories
Finished goods		2,881,756			3,569,449
Raw materials		1,129,894			1,441,107
Sales aids and promotional materials		727,756			573,900
Total inventories		4,739,406			5,584,456
Refundable income taxes		847,542			-
Prepaid expenses and other current assets		1,988,917			1,240,138
Deferred income taxes		414,430			452,430
Total current assets		26,256,869			13,859,001
Other assets		2,858,919			1,626,330
Accounts due from employees and distributors		280,418			355,651
Net property, plant and equipment		9,851,399			10,140,441
Total Assets	$	39,247,605		$	25,981,423
Liabilities and Stockholders' Equity
Total current liabilities	$	10,257,667		$	9,895,260
Total non-current liabilities		1,224,866			3,521,335
Stockholders' equity		27,765,072			12,564,828
Total Liabilities and Stockholders' Equity	$	39,247,605		$	25,981,423
Consolidated Statements of Income
		Three months ended June 30						Six months ended June 30
		2006			2005			2006			2005
		(Unaudited)			(Unaudited	)		(Unaudited	)		(Unaudited	)
Product sales	$	24,990,986		$	25,644,506		$	53,032,320		$	51,758,999
Handling & freight income		2,858,082			2,901,580			6,012,100			5,766,183
Net Sales		27,849,068			28,546,086			59,044,420			57,525,182
Costs and expenses:
Cost of products sold		4,722,823			4,711,472			9,805,004			9,654,776
Distributor royalties and commissions		11,156,285			11,379,011			23,783,317			23,090,727
Selling, general and administrative		9,484,876			9,190,021			18,951,617			18,153,307
Total Costs and Expenses		25,363,984			25,280,504			52,539,938			50,898,810
Income from operations		2,485,084			3,265,582			6,504,482			6,626,372
Other income (expense):
Interest income		197,446			79,513			282,122			149,536
Interest expense		(11,026	)		(117,177	)		(45,467	)		(202,667	)
Other income		37,883			45,856			98,519			48,922
Income before income taxes		2,709,387			3,273,774			6,839,656			6,622,163
Provision for income taxes		1,089,000			1,295,000			2,769,000			2,580,000
Net Income	$	1,620,387		$	1,978,774		$	4,070,656		$	4,042,163
Earnings per common share - Basic	$	0.10		$	0.12		$	0.25		$	0.25
Weighted average shares		16,667,000			16,096,000			16,121,000			16,216,000
Earnings per common share - Diluted	$	0.09		$	0.12		$	0.25		$	0.24
Weighted average shares		17,106,000			16,622,000			16,554,000			16,825,000
Cash dividends declared per common share	$	0.050		$	0.035		$	0.050		$	0.035

3

Reliv International, Inc. and Subsidiaries
ADD THREE
Net sales by Market
(in thousands)
	Three months ended June 30,										Change From
	2006					2005					Prior Year
	$		% of sales			$		% of sales			Amount			%
United States		25,061		90.0	%		26,088		91.4	%		(1,027	)		-3.9	%
Australia/New Zealand		576		2.1	%		505		1.8	%		71			14.1	%
Canada		412		1.5	%		456		1.6	%		(44	)		-9.6	%
Mexico		314		1.1	%		293		1.0	%		21			7.2	%
United Kingdom/Ireland		319		1.1	%		235		0.8	%		84			35.7	%
Philippines		514		1.9	%		479		1.7	%		35			7.3	%
Malaysia/Singapore		457		1.6	%		490		1.7	%		(33	)		-6.7	%
Germany		196		0.7	%		-		-			196			-
Consolidated Total		27,849		100.0	%		28,546		100.0	%		(697	)		-2.4	%

Net sales by Market
(in thousands)
	Six months ended June 30,						Change From
	2006			2005			Prior Year
	$	% of sales		$	% of sales		Amount		%
United States	53,592	90.8	%	52,057	90.5	%	1,535		2.9	%
Australia/New Zealand	1,155	2.0	%	1,081	1.9	%	74		6.8	%
Canada	820	1.4	%	907	1.6	%	(87	)	-9.6	%
Mexico	643	1.1	%	835	1.5	%	(192	)	-23.0	%
United Kingdom/Ireland	592	1.0	%	402	0.7	%	190		47.3	%
Philippines	1,007	1.7	%	1,280	2.2	%	(273	)	-21.3	%
Malaysia/Singapore	915	1.5	%	963	1.7	%	(48	)	-5.0	%
Germany	320	0.5	%	-	-		320		-
Consolidated Total	59,044	100.0	%	57,525	100.0	%	1,519		2.6	%

The following table sets forth, as of June 30, 2006 and 2005, the number of our active distributors and Master Affiliates and above. The total number of active distributors includes Master Affiliates and above. We define an active distributor as one that enrolls as a distributor or renews its distributorship during the prior twelve months. Master Affiliates and above are distributors that have attained the highest level of discount and are eligible for royalties generated by Master Affiliates and above in their downline organization. Growth in the number of active distributors and Master Affiliates and above is a key factor in continuing the growth of our business.

Active Distributors and Master Affiliates and above by Market
	As of 6/30/2006				As of 6/30/2005				Change in %
	Active Distributors		Master Affiliates and Above		Active Distributors		Master Affiliates and Above		Active Distributors			Master Affiliates and Above
United States		52,270		14,160		50,240		13,090		4.0	%		8.2	%
Australia/New Zealand		2,380		210		2,790		240		-14.7	%		-12.5	%
Canada		1,150		160		1,370		190		-16.1	%		-15.8	%
Mexico		1,180		200		5,880		420		-79.9	%		-52.4	%
United Kingdom/Ireland		870		140		530		60		64.2	%		133.3	%
Philippines		3,320		300		5,640		500		-41.1	%		-40.0	%
Malaysia/Singapore		3,020		400		3,780		680		-20.1	%		-41.2	%
Germany		260		90		-		-		-			-
Consolidated total		64,450		15,660		70,230		15,180		-8.2	%		3.2	%

** 30 **

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