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):  July 29, 2010

RELIV’ INTERNATIONAL, INC.

 (Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-19932	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 July 29, 2010, Relìv International, Inc. issued a press release reporting earnings and other financial results for its second quarter ended June 30, 2010.  A copy of the press release is attached as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits

(c)	Exhibits
99	Press Release dated July 29, 2010 captioned: “Relìv International Reports Second-Quarter 2010 Results.”

1

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 July 29, 2010.

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

2

EXHIBIT INDEX

Exhibit No.	Description
99	Press Release dated July 29, 2010 captioned: “Relìv International Reports Second-Quarter 2010 Results.”

3

EX-99

NEWS RELEASE EXHIBIT 99

For more information, contact:
Steve Albright	or:	Fred Nielson	Barry Murov
Chief Financial Officer		Investor Relations	Media Relations
(636) 733-1305		(636) 733-1314	(636) 733-1303

FOR IMMEDIATE DISTRIBUTION

Reliv International Reports Second-Quarter 2010 Results

CHESTERFIELD, Mo., July 29, 2010 – Reliv International, Inc. (NASDAQ:RELV), a nutrition and direct selling company, today reported consolidated net sales of $18.8 million for the second quarter of 2010, compared to net sales of $20.1 million in the second quarter of last year.  International sales rose 18.7 percent compared to the same quarter in 2009, but U.S. sales were down 9.5 percent in the quarter.

Net income was $206,000 compared to net income of $410,000 in the second quarter of last year.  Diluted earnings per share totaled $0.02 in the second quarter this year compared to $0.03 in the same quarter last year.

U.S. sales for the quarter totaled approximately $15.9 million compared to $17.6 million in the second quarter of 2009.  Sales outside of the U.S. rose to approximately $2.9 million compared to net sales of approximately $2.4 million in last year’s second quarter.  In local currencies, international sales rose 11.3 percent in the second quarter compared to the same quarter last year.  Sales outside of the U.S. account for 15 percent of net sales.

Robert L. Montgomery, chairman, president and chief executive officer, said, “While we are disappointed in our performance in the second quarter, we believe that our strategic initiatives will start gaining traction in the second half of 2010.”

“Reliv has four key strategic initiatives in 2010,” Montgomery said.  “The initiatives include increasing distributor sponsoring and retention; improving  development of our sales force; refreshing Reliv’s brand; and enhancing product promotion,” he said.

“Our Team Reliv fitness program, in which we sponsor races throughout the U.S., is supporting several of our key initiatives.  The program is helping to reinvigorate our brand by focusing on an active lifestyle. The races give us an opportunity to promote our energy and sports performance enhancement products, and they enable us to introduce Reliv to race participants who are seeing our name for the first time,” Montgomery said.

“Under the Team Reliv banner, we have sponsored close to 30 running events this year in the United States, in which more than 12,000 people have participated,” he said.  “Most of the participants had not heard of Reliv prior to the events.  We have additional events scheduled before winter arrives.”

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Reliv International, Inc. and Subsidiaries

ADD ONE

“We’ll continue to hammer away at our key initiatives in the second half of 2010 in an effort to return to growth in the United States,” Montgomery said.  “At our International Conference in mid-August in St. Louis, we’ll announce new programs and activities that will support the initiatives.  We have planned a stimulating program that combines recognition, training and motivational activities to energize our sales force.”

To support the initiative to improve development of our sales force, Reliv conducted a series of local meetings in 35 key U.S. markets in April and May and met with approximately 4,500 distributors, including potential new customers and distributors.  The meetings were designed to promote recruiting of new distributors and retention of existing distributors.

Reliv’s total distributor count as of June 30 was approximately 64,000 compared to 68,000 a year earlier.

Reliv generated net cash from operating activities of $1.5 million in the first half of 2010 compared to $2.6 million in the first half of 2009.  As of June 30, 2010, the company’s cash and cash equivalents equaled $6.5 million, up from $6.1 million as of the same date last year.

For the first half of 2010, net sales equaled $41.5 million, a decline of 5.2 percent compared to the first six months of 2009.  Net U.S. sales in the period were down 9.3 percent, while sales outside of the United States rose 27.4 percent.  Excluding the impact of foreign currency fluctuations, foreign sales rose 15.2 percent.

Net income for the first half of 2010 equaled $952,000, or $0.08 per diluted share, compared to $1.4 million or $0.10 per diluted share in the first half of 2009.

Reliv will host a conference call to discuss second-quarter earnings with investors. The conference call will be on July 29, 2010 at 1:00 p.m. Eastern. The dial-in number is 866-700-5192. The participant passcode is 41289957. A replay will be available for one week at 888-286-8010 using the passcode 64689882. A live webcast is available on the Investor Relations section of Reliv’s Web site at: http://www.reliv.com/US/EN/Conference%20Calls%20Presentations.html An online archive of the webcast will be on Reliv’s Web site in the Investor Relations section, 24 hours after the call concludes.

About Reliv

Reliv International, Inc., based in Chesterfield, Mo., is a developer, manufacturer and marketer of a proprietary line of nutritional supplements.  Reliv supplements address essential daily nutrition, weight loss and targeted solutions such as energy and performance enhancement, digestive health, women’s health and anti-aging.  Reliv sells its products through an international network marketing system of approximately 64,000 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 THREE
Condensed Consolidated Balance Sheets
	June 30			December 31
	2010			2009
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	6,539,982		$	5,760,913
Accounts and notes receivable, less allowances of
$61,700 in 2010 and $59,700 in 2009		297,020			326,022
Accounts due from employees and distributors		67,923			78,500
Inventories		5,826,772			5,084,404
Other current assets		1,362,920			979,333
Total current assets		14,094,617			12,229,172
Other assets		1,887,002			1,569,079
Intangible assets, net		1,888,742			1,991,497
Net property, plant and equipment		8,095,411			8,364,685
Total Assets	$	25,965,772		$	24,154,433
Liabilities and Stockholders' Equity
Total current liabilities	$	11,469,258		$	6,761,481
Long-term debt, less current maturities		1,035,938			4,719,542
Other non-current liabilities		381,524			406,544
Stockholders' equity		13,079,052			12,266,866
Total Liabilities and Stockholders' Equity	$	25,965,772		$	24,154,433
Consolidated Statements of Income
	Three months ended June 30						Six months ended June 30
	2010			2009			2010			2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Product sales	$	16,689,178		$	17,772,137		$	36,946,859		$	38,938,318
Handling & freight income		2,131,453			2,280,992			4,601,024			4,905,801
Net Sales		18,820,631			20,053,129			41,547,883			43,844,119
Costs and expenses:
Cost of products sold		3,716,495			3,773,902			8,272,877			8,349,653
Distributor royalties and commissions		7,069,332			7,634,899			15,549,408			16,572,566
Selling, general and administrative		7,540,728			8,050,852			16,084,179			16,668,725
Total Costs and Expenses		18,326,555			19,459,653			39,906,464			41,590,944
Income from operations		494,076			593,476			1,641,419			2,253,175
Other income (expense):
Interest income		12,847			14,704			22,373			35,419
Interest expense		(54,775	)		(41,384	)		(106,451	)		(50,934	)
Other income (expense)		(36,128	)		114,035			21,155			126,090
Income before income taxes		416,020			680,831			1,578,496			2,363,750
Provision for income taxes		210,000			271,000			626,000			942,000
Net Income	$	206,020		$	409,831		$	952,496		$	1,421,750
Earnings per common share - Basic	$	0.02		$	0.03		$	0.08		$	0.10
Weighted average shares		12,380,000			12,821,000			12,380,000			13,556,000
Earnings per common share - Diluted	$	0.02		$	0.03		$	0.08		$	0.10
Weighted average shares		12,380,000			12,821,000			12,380,000			13,556,000
Cash dividends declared per common share	$	0.02		$	0.05		$	0.02		$	0.05

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Reliv International, Inc. and Subsidiaries
ADD FOUR
Net sales by Market
(in thousands)
	Three months ended June 30,										Change From
	2010					2009					Prior Year
	Amount		% of sales			Amount		% of sales			Amount			%
United States	$	15,954		84.7	%	$	17,638		87.9	%	$	(1,684	)		-9.5	%
Australia/New Zealand		541		2.9	%		535		2.7	%		6			1.1	%
Canada		542		2.9	%		313		1.6	%		229			73.2	%
Mexico		394		2.1	%		345		1.7	%		49			14.2	%
Europe		581		3.1	%		305		1.5	%		276			90.5	%
Asia		809		4.3	%		917		4.6	%		(108	)		-11.8	%
Consolidated total	$	18,821		100.0	%	$	20,053		100.0	%	$	(1,232	)		-6.1	%
Net sales by Market
(in thousands)
	Six months ended June 30,										Change From
	2010					2009						Prior Year
	Amount		% of sales			Amount		% of sales			Amount			%
United States	$	35,403		85.2	%	$	39,019		89.0	%	$	(3,616	)		-9.3	%
Australia/New Zealand		1,268		3.1	%		1,051		2.4	%		217			20.6	%
Canada		1,129		2.7	%		648		1.5	%		481			74.2	%
Mexico		787		1.9	%		627		1.4	%		160			25.5	%
Europe		1,001		2.4	%		613		1.4	%		388			63.3	%
Asia		1,960		4.7	%		1,886		4.3	%		74			3.9	%
Consolidated total	$	41,548		100.0	%	$	43,844		100.0	%	$	(2,296	)		-5.2	%

The following table sets forth, as of June 30, 2010 and 2009, 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 6/30/2010				As of 6/30/2009				Change in %
	Total Active Distributors		Master Affiliates and Above		Total Active Distributors		Master Affiliates and Above		Total Active Distributors			Master Affiliates and Above
United States		49,630		6,430		54,160		7,880		-8.4	%		-18.4	%
Australia/New Zealand		2,520		190		2,440		180		3.3	%		5.6	%
Canada		1,360		160		1,230		120		10.6	%		33.3	%
Mexico		2,210		310		1,820		210		21.4	%		47.6	%
Europe		1,630		230		1,090		160		49.5	%		43.8	%
Asia		6,310		610		7,300		840		-13.6	%		-27.4	%
Consolidated total		63,660		7,930		68,040		9,390		-6.4	%		-15.5	%

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