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): February 28, 2007

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 February 28, 2007, Relìv International, Inc. issued a press release reporting earnings and other financial results for its three and twelve month periods ended December 31, 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 February 28, 2007 captioned: “Relìv International Reports Record Net Sales and Earnings for 2006.”

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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 February 28, 2007.

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 February 28, 2007 captioned: “Relìv International Reports Record Net Sales and Earnings for 2006.”

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EX-99

EXHIBIT 99

NEWS RELEASE

FOR FURTHER INFORMATION, CONTACT:

Steven D. Albright	Fred A. Nielson	Barry Murov
Chief Financial Officer	Investor Relations	Corporate Communications
(636) 733-1305	(636) 733-1314	(636) 733-1303

RELIV INTERNATIONAL, INC. REPORTS

RECORD NET SALES AND EARNINGS FOR 2006

Fourth-quarter sales rise 4 percent, earnings increase nearly 12 percent

Compared to fourth-quarter 2005 results

FOR IMMEDIATE RELEASE

CHESTERFIELD, Mo., Feb. 28, 2007 - Reliv International, Inc. (NASDAQ:RELV), a developer, manufacturer and marketer of proprietary nutritional supplements, today reported record net sales and earnings for 2006. Net income increased 5 percent from $7.5 million to $7.9 million, and diluted earnings per share rose 2 percent, from $0.46 to $0.47 for the year.

Net sales were $117.5 million, a 3.4 percent increase over 2005 net sales. U.S. sales rose 3.2 percent and international sales increased 6.1 percent in 2006 compared to 2005.

For the fourth quarter, net sales were $28.6 million, compared to $27.5 million in the fourth quarter of 2005, an increase of 4.2 percent. Fourth-quarter net income rose 11.7 percent to $2.0 million from $1.8 million; on a diluted per share basis, earnings rose to $0.12 from $0.11 compared to the fourth quarter of 2005.

“Our proprietary nutritional supplements, outstanding business opportunity and a disciplined system to help distributors expand their businesses led us to improved performance in 2006, and we believe that they’ll lead to further growth in 2007,” said Robert L. Montgomery, chairman, chief executive officer and president of Reliv.

“I’m pleased with the growth in 2006, but our goal is to return to double-digit growth in both net sales and earnings,” Montgomery said. “A promising development in the fourth quarter was the increase in new distributor signups,” he added.

Worldwide, new distributor signups in the fourth quarter increased 3 percent compared to the same quarter of 2005. Signups in the U.S. also increased in the fourth quarter. Both the Australia/New Zealand and United Kingdom/Ireland regions reported increased sponsorships for the year.

- MORE -

1

Reliv fourth-quarter results

Add One

For the full year, however, Reliv’s distributor count was flat compared to year-end 2005 with 64,960 distributors, while the total number of Master Affiliates rose to 18,370, a 3 percent increase compared to the 2005 figure.

“I see several positive factors for Reliv as we enter 2007,” Montgomery said. “First, early indications are that the momentum in new signups from the fourth quarter seems to be continuing into the first quarter of 2007. Second, sales of our Slimplicity Weight Loss System have been encouraging since its launch in early February,” he said.

“A third factor is our strengthening international sales,” Montgomery said. “In the fourth quarter of 2006, Reliv’s net sales in non-U.S. markets rose approximately 15 percent compared to the fourth quarter of 2005, with all markets reporting an increase in net sales,” he said.

“Continued growth in those markets is important to maintain Reliv’s positioning in the wellness and direct selling industries, both of which are expanding globally,” Montgomery said.

Reliv will host a conference call to discuss fourth-quarter and full-year 2006 earnings with investors at 1:00 p.m. Eastern Time on Feb. 28, 2007. The dial-in number for investors is 866-271-6130. The participant passcode is 20333285. 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 the passcode 46226584. 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. 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 Reliv’s web site, www.reliv.com.

-- FINANCIAL HIGHLIGHTS FOLLOW -

2

Reliv International, Inc. and Subsidiaries
ADD TWO
Condensed Consolidated Balance Sheets
	December 31,		December 31,
	2006		2005
	(Unaudited)		(Audited)
Assets
Current assets:
Cash and cash equivalents	$	9,332,810	$	5,653,594
Short-term investments		7,864,000		-
Accounts and notes receivable, less allowances of
$6,200 in 2006 and $39,700 in 2005		669,379		775,623
Accounts due from employees and distributors		223,246		152,760
Inventories		4,778,221		5,584,456
Other current assets		1,977,522		1,692,568
Total current assets		24,845,178		13,859,001
Other assets		2,639,537		1,626,330
Accounts due from employees and distributors		362,959		355,651
Net property, plant and equipment		9,434,546		10,140,441
Total assets	$	37,282,220	$	25,981,423
Liabilities and stockholders’ equity
Total current liabilities	$	8,615,256	$	9,895,260
Long-term debt, less current maturities		-		2,211,065
Other non-current liabilities		933,113		1,310,270
Total stockholders’ equity		27,733,851		12,564,828
Total liabilities and stockholders’ equity	$	37,282,220	$	25,981,423
** MORE **

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Reliv International, Inc. and Subsidiaries
ADD THREE
Consolidated Statements of Operations
	Three months ended December 31,						Year ended December 31,
	2006			2005			2006			2005
	(Unaudited)			(Unaudited)			(Unaudited)			(Audited)
Product sales	$	25,685,242		$	24,629,035		$	105,497,420		$	102,045,383
Handling & freight income		2,958,093			2,855,514			11,969,737			11,519,781
Net sales		28,643,335			27,484,549			117,467,157			113,565,164
Costs and expenses:
Cost of products sold		4,763,607			4,735,786			19,519,904			19,264,347
Distributor royalties and commissions		11,419,767			10,971,521			47,127,026			45,479,062
Selling, general and administrative		9,553,099			8,729,059			38,716,529			36,348,526
Total costs and expenses		25,736,473			24,436,366			105,363,459			101,091,935
Income from operations		2,906,862			3,048,183			12,103,698			12,473,229
Other income (expense):
Interest income		212,475			48,290			692,595			238,473
Interest expense		(2,728	)		(50,886	)		(50,156	)		(313,329	)
Other income		74,727			127,230			256,966			101,043
Income before income taxes		3,191,336			3,172,817			13,003,103			12,499,416
Provision for income taxes		1,168,000			1,362,000			5,105,000			4,978,000
Net income	$	2,023,336		$	1,810,817		$	7,898,103		$	7,521,416
Earnings per common share - Basic	$	0.12		$	0.11		$	0.48		$	0.47
Weighted average shares		16,686,000			15,580,000			16,465,000			15,885,000
Earnings per common share - Diluted	$	0.12		$	0.11		$	0.47		$	0.46
Weighted average shares		16,812,000			15,901,000			16,727,000			16,388,000
Cash dividends declared per common share	$	0.050		$	0.040		$	0.100		$	0.075
** MORE **

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Reliv International, Inc. and Subsidiaries
ADD FOUR
Net sales by Market
(in thousands)
	Three months ended December 31,										Change From
	2006					2005					Prior Year
	Amount		% of sales			Amount		% of sales			Amount		%
United States		25,408		88.7	%		24,669		89.8	%		739		3.0	%
Australia/New Zealand		695		2.4	%		649		2.4	%		46		7.1	%
Canada		403		1.4	%		377		1.4	%		26		6.9	%
Mexico		423		1.5	%		370		1.3	%		53		14.3	%
United Kingdom/Ireland		320		1.1	%		205		0.7	%		115		56.1	%
Philippines		595		2.1	%		522		1.9	%		73		14.0	%
Malaysia/Singapore		508		1.8	%		491		1.8	%		17		3.5	%
Germany		291		1.0	%		202		0.7	%		89		44.1	%
Consolidated Total		28,643		100.0	%		27,485		100.0	%		1,158		4.2	%

Net sales by Market
(in thousands)
	Year ended December 31,										Change From
	2006					2005					Prior Year
	Amount		% of sales			Amount		% of sales			Amount			%
United States		105,784		90.0	%		102,549		90.3	%		3,235			3.2	%
Australia/New Zealand		2,550		2.2	%		2,215		2.0	%		335			15.1	%
Canada		1,638		1.4	%		1,668		1.5	%		(30	)		-1.8	%
Mexico		1,433		1.2	%		1,608		1.4	%		(175	)		-10.9	%
United Kingdom/Ireland		1,235		1.1	%		846		0.7	%		389			46.0	%
Philippines		2,198		1.9	%		2,328		2.0	%		(130	)		-5.6	%
Malaysia/Singapore		1,805		1.5	%		2,031		1.8	%		(226	)		-11.1	%
Germany		824		0.7	%		320		0.3	%		504			157.5	%
Consolidated Total		117,467		100.0	%		113,565		100.0	%		3,902			3.4	%

The following table sets forth, as of December 31, 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 12/31/2006				As of 12/31/2005				Change in %
	Active Distributors		Master Affiliates and Above		Active Distributors		Master Affiliates and Above		Active Distributors			Master Affiliates and Above
United States		52,880		16,580		52,040		15,840		1.6	%		4.7	%
Australia/New Zealand		2,460		300		2,410		250		2.1	%		20.0	%
Canada		1,170		180		1,210		210		-3.3	%		-14.3	%
Mexico		1,130		240		1,630		310		-30.7	%		-22.6	%
United Kingdom/Ireland		910		160		750		100		21.3	%		60.0	%
Philippines		3,430		370		4,070		490		-15.7	%		-24.5	%
Malaysia/Singapore		2,560		410		3,250		590		-21.2	%		-30.5	%
Germany		420		130		120		50		250.0	%		160.0	%
Consolidated total		64,960		18,370		65,480		17,840		-0.8	%		3.0	%

 ** 30 **

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