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): April 30, 2008

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 Operations and Financial Condition

On April 30, 2008, Relìv International, Inc. issued a press release reporting earnings and other financial results for its first quarter ended March 31, 2008. A copy of the press release is attached as Exhibit 99.

Item 9.01. Financial Statements and Exhibits

(c)	Exhibits
99	Press Release dated April 30, 2008 captioned: “Relìv International Reports First-Quarter Results.”

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 April 30, 2008.

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

EXHIBIT INDEX

Exhibit No.	Description
99	Press Release dated April 30, 2008 captioned: “Relìv International Reports First-Quarter Results.”

EX-99.1

EXHIBIT 99

NEWS RELEASE

For more information, contact:

Steve Albright	or:	Fred Nielson
Chief Financial Officer		Investor Relations
(636) 733-1305		(636) 733-1314

FOR IMMEDIATE DISTRIBUTION

RELIV INTERNATIONAL REPORTS FIRST-QUARTER RESULTS

CHESTERFIELD, Mo., April 30, 2008 - Reliv International, Inc. (NASDAQ:RELV), a nutrition and direct selling company, today reported net sales for the first quarter of $28.3 million, compared to record net sales of $35.0 million in the first quarter last year.

Net income for the first quarter equaled $1.5 million or $0.10 per diluted share, compared to net income of $2.6 million or $0.16 per diluted share in the first quarter of 2007.

As of March 31, 2008, Reliv’s distributor base totaled approximately 69,700, up about 1,000 from March 31, 2007, when Reliv had approximately 68,700 distributors.

Net sales in the United States equaled $24.7 million in the first quarter compared to net sales of $31.9 million in the same quarter last year.

International net sales (sales outside of the U.S.) rose 17.2 percent to $3.6 million compared to $3.1 million in the same quarter last year. Net sales in the Philippines rose approximately 30 percent in the quarter, and net sales in our Malaysia/Singapore region nearly doubled.

“To increase sales, we are investing in special events featuring Reliv senior management and top distributors at meetings in Reliv’s larger U.S. markets. The events combine training and motivational activities,” said Robert L. Montgomery, president, chairman and chief executive officer.

“We believe the new training we instituted last year is gaining traction as we are seeing the number of new Master Affiliates, our entry level for business builders, increase compared to the past three quarters,” Montgomery said. “That is a promising sign that we’ll be watching closely in coming quarters,” he said.

“While investing in training and sales,” Montgomery said, “we also are looking for ways to cut unnecessary costs and reduce losses in international operations,” he said.

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Reliv International, Inc. and Subsidiaries

ADD ONE

Selling, general and administrative (SG&A) costs in this year’s first quarter were down $1.1 million compared to the first quarter of 2007.  SG&A expenses as a percentage of sales, however, increased to 35.1 percent vs. 31.6 percent in the first quarter of 2007, as the result of the lower sales levels.

Reliv’s balance sheet remains solid. The company had $15.2 million in cash, cash equivalents and short-term investments as of March 31. Reliv has no long-term debt. Reliv reported cash from operations for the quarter of $3.2 million.

“As we work to improve both top-line and bottom-line growth, we are focused on the basics of our business,” Montgomery said. “We make nutrition simple. Our products can play a role in fostering wellness for our distributors and customers,” he said. “We also offer distributors an outstanding business opportunity along with strong training and incentive programs designed to increase sales and sponsorship of new people into Reliv.”

Reliv will host a conference call to discuss first-quarter earnings with investors at 1:00 p.m. Eastern Daylight Time on April 30. The dial-in number for investors is 888-679-8035. The participant passcode is 13122074. 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 45703790. 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/EN/Conference%20Calls%20Presentations.html. 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.

About Reliv

Reliv International, Inc., based in suburban St. Louis, Mo., 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 sells its products through an international network marketing system of approximately 70,000 independent distributors. Additional information about Reliv International, Inc. can be obtained on the Web at www.reliv.com.

-- FINANCIAL HIGHLIGHTS FOLLOW -

Reliv International, Inc. and Subsidiaries
ADD TWO
Consolidated Balance Sheets
	March 31			December 31
	2008			2007
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	13,666,929		$	11,694,699
Short-term investments		1,521,111			398,592
Accounts and notes receivable, less allowances of
$8,400 in 2008 and $8,300 in 2007		568,010			811,634
Accounts due from employees and distributors		231,532			204,705
Inventories		6,449,418			6,179,238
Other current assets		1,378,285			1,798,932
Total current assets		23,815,285			21,087,800
Other assets		3,308,717			3,319,786
Net property, plant and equipment		9,080,888			9,199,185
Total Assets	$	36,204,890		$	33,606,771
Liabilities and Stockholders' Equity
Total current liabilities	$	9,645,472		$	8,574,257
Other non-current liabilities		1,134,526			1,227,313
Stockholders' equity		25,424,892			23,805,201
Total Liabilities and Stockholders' Equity	$	36,204,890		$	33,606,771
Consolidated Statements of Operations
		Three months ended March 31
		2008			2007
		(Unaudited)			(Unaudited)
Product sales	$	25,197,178		$	31,397,966
Handling & freight income		3,074,208			3,565,679
Net Sales		28,271,386			34,963,645
Costs and expenses:
Cost of products sold		4,834,526			6,061,392
Distributor royalties and commissions		11,122,372			13,928,563
Selling, general and administrative		9,931,799			11,029,850
Total Costs and Expenses		25,888,697			31,019,805
Income from operations		2,382,689			3,943,840
Other income (expense):
Interest income		134,873			212,602
Interest expense		(413	)		(126	)
Other income (expense)		(35,112	)		96,933
Income before income taxes		2,482,037			4,253,249
Provision for income taxes		956,000			1,633,000
Net Income	$	1,526,037		$	2,620,249
Earnings per common share - Basic	$	0.10		$	0.16
Weighted average shares		15,874,000			16,431,000
Earnings per common share - Diluted	$	0.10		$	0.16
Weighted average shares		15,874,000			16,580,000
Cash dividends declared per common share	$	-		$	-
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Reliv International, Inc. and Subsidiaries
ADD THREE
	The following table summarizes net sales by geographic market ranked by the date we began operations in each market.
Net sales by Market
(in thousands)	Three months ended March 31,										Change from
	2008					2007					prior year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States		24,685		87.3	%		31,904		91.2	%		(7,219	)		-22.6	%
Australia/New Zealand		747		2.7	%		653		1.9	%		94			14.4	%
Canada		461		1.6	%		441		1.3	%		20			4.5	%
Mexico		398		1.4	%		410		1.2	%		(12	)		-2.9	%
United Kingdom/Ireland		287		1.0	%		287		0.8	%		0			0.0	%
Philippines		814		2.9	%		628		1.8	%		186			29.6	%
Malaysia/Singapore		642		2.3	%		330		0.9	%		312			94.5	%
Germany		237		0.8	%		311		0.9	%		(74	)		-23.8	%
Consolidated Total		28,271		100.0	%		34,964		100.0	%		(6,693	)		-19.1	%
		The following table sets forth, as of March 31, 2008 and 2007, 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 3/31/2008					As of 3/31/2007					Change in %
		Active Distributors		Master Affiliates and Above			Active Distributors		Master Affiliates and Above			Active Distributors			Master Affiliates and Above
United States		55,970		9,400			56,320		12,660			-0.6	%		-25.8	%
Australia/New Zealand		2,520		210			2,520		270			0.0	%		-22.2	%
Canada		1,180		130			1,170		150			0.9	%		-13.3	%
Mexico		1,490		190			1,170		170			27.4	%		11.8	%
United Kingdom/Ireland		740		80			940		130			-21.3	%		-38.5	%
Philippines		4,730		380			3,750		270			26.1	%		40.7	%
Malaysia/Singapore		2,540		340			2,310		260			10.0	%		30.8	%
Germany		540		90			510		150			5.9	%		-40.0	%
Consolidated Total		69,710		10,820			68,690		14,060			1.5	%		-23.0	%