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):  May 4, 2011

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 May 4, 2011, Relìv International, Inc. issued a press release reporting earnings and other financial results for its first quarter ended March 31, 2011.  A copy of the press release is attached as Exhibit 99.

Item 9.01.  Financial Statements and Exhibits

(c)  Exhibits

99 Press Release dated May 4, 2011 captioned:  “Relìv International Reports First-Quarter Financial Results.”

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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 May 4, 2011.

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 May 4, 2011 captioned:  “Relìv International Reports First-Quarter Financial Results.”

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EX-99

EXHIBIT 99

NEWS RELEASE

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 First-Quarter Financial Results

CHESTERFIELD, Mo., May 4, 2011 – Reliv International, Inc. (NASDAQ:RELV), a maker of nutritional supplements that promote optimal health, today reported its financial results for the first quarter of 2011.

Net sales for the quarter were $21.7 million, a 4.6 percent decrease from the first quarter last year. At $18.5 million, net U.S. sales were off 5.0 percent from the same quarter in 2010. Though net sales outside of the U.S. decreased 1.8 percent, Reliv’s European sales grew significantly, rising 72.4 percent compared to the first quarter of 2010.

Net income for the quarter was $609,800, down 18.3 percent from net income for the first quarter of 2010. Earnings per diluted share were $0.05 compared to $0.06 per diluted share for last year’s first quarter.

“Our average order size, which dropped less than 1 percent compared to last year’s first quarter, seems to be stabilizing. That is a key metric for Reliv and a positive sign,” said Robert L. Montgomery, chairman, president and chief executive officer.

“Another positive sign is the doubling of the number of 2011 International Conference registrations compared to registrations at this time last year,” Montgomery added. “We believe the introduction of Reliv 24K has helped drive that increase and is a factor in stabilizing average order size.”

“Strengthening sales in Reliv Europe is also worth highlighting,” he said. Reliv Europe has reported sales growth of more than 40 percent in each of the last four quarters. “We’re seeing a group of European distributors climbing to the highest ranks of our system and establishing solid momentum there,” Montgomery said.

New distributor enrollments declined for the first quarter compared to the first quarter last year. The decline in enrollments was a contributing factor to Reliv’s sales decrease for the quarter.

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Reliv International First-Quarter Financial Results

ADD ONE

To encourage enrollment efforts, Reliv is offering further incentives and promotional activities for distributors. The Team Reliv program, for example, sponsors running events that highlight Reliv products, builds brand awareness and offers leads to prospects.

While distributors sponsor Team Reliv running events throughout the U.S. and International markets, the company just completed the major corporate Team Reliv sponsorship, the Reliv 5K Run/Walk during St. Louis’ major marathon, Go St. Louis. The company built brand recognition by providing Reliv medals to all participants and handed out samples of Innergize, Reliv 24K and Relivables healthy snack bars.

In addition, Reliv continues to focus on its social media presence and online brand awareness in an effort to increase enrollments and broaden the demographic base of its distributors, which the company believes will help fuel sales growth.

“While we still have a lot of work ahead of us, we believe we are closer to re-gaining sales growth than at any time in the last few years,” Montgomery said.

Additional financial results

·   Income from operations for the first quarter totaled $1.1 million, down 6.2 percent from the 2010 first quarter.

·   Net cash generated from operating activities totaled $2.3 million, an increase from $1.8 million in the first quarter of 2010.

·   Reliv had cash and cash equivalents of $8.2 million as of March 31, 2011, an increase of $1.1 million over the same date in 2010.

·   New distributor enrollments declined 13.0 percent compared to enrollments in the first quarter of 2010. Reliv’s total distributor count was 59,870 as of March 31, 2011, down from 66,030 on March 31, 2010.

About Reliv

Reliv International, Inc., based in Chesterfield, Mo., makes nutritional supplements that promote optimal health. Reliv supplements address essential nutrition, weight loss, athletic performance, digestive health, women’s health, anti-aging and energy and mental focus. The company also markets premium personal care products through its Relivables line. Reliv sells its products through an international network marketing system of independent distributors in 15 countries.  Learn more about Reliv at www.reliv.com, or on Facebook, Twitter or YouTube.

--FINANCIAL HIGHLIGHTS FOLLOW –

Reliv International, Inc. and Subsidiaries
ADD TWO
Consolidated Balance Sheets
	March 31		December 31
	2011		2010
	(Unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	8,232,118	$	6,331,038
Accounts and notes receivable, less allowances of
$68,300 in 2011 and $67,100 in 2010		249,495		291,405
Accounts due from employees and distributors		39,420		55,854
Inventories		5,810,582		5,650,790
Other current assets		1,474,194		916,239
Total current assets		15,805,809		13,245,326
Other assets		3,817,455		3,653,963
Net property, plant and equipment		7,791,567		7,944,412
Total Assets	$	27,414,831	$	24,843,701
Liabilities and Stockholders' Equity
Total current liabilities	$	8,505,180	$	6,387,164
Long-term debt, less current maturities		4,006,677		4,150,770
Other non-current liabilities		383,194		375,244
Stockholders' equity		14,519,780		13,930,523
Total Liabilities and Stockholders' Equity	$	27,414,831	$	24,843,701

Consolidated Statements of Operations
	Three months ended March 31
	2011			2010
	(Unaudited)			(Unaudited)
Product sales	$	19,326,943		$	20,257,680
Handling & freight income		2,359,911			2,469,571
Net Sales		21,686,854			22,727,251
Costs and expenses:
Cost of products sold		4,220,350			4,556,382
Distributor royalties and commissions		8,120,942			8,480,076
Selling, general and administrative		8,268,868			8,543,450
Total Costs and Expenses		20,610,160			21,579,908
Income from operations		1,076,694			1,147,343
Other income (expense):
Interest income		15,579			9,526
Interest expense		(36,623	)		(51,676	)
Other income (expense)		(68,850	)		57,283
Income before income taxes		986,800			1,162,476
Provision for income taxes		377,000			416,000
Net Income	$	609,800		$	746,476
Earnings per common share - Basic	$	0.05		$	0.06
Weighted average shares		12,451,000			12,380,000
Earnings per common share - Diluted	$	0.05		$	0.06
Weighted average shares		12,453,000			12,380,000
Cash dividends declared per common share	$	-		$	-

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Reliv International, Inc. and Subsidiaries
ADD THREE
Net sales by Market
(in thousands)	Three months ended March 31,										Change from
	2011					2010					prior year
	Amount		% of Net Sales			Amount		% of Net Sales			Amount			%
United States		18,466		85.2	%		19,448		85.6	%		(982	)		-5.0	%
Australia/New Zealand		618		2.8	%		727		3.2	%		(109	)		-15.0	%
Canada		597		2.8	%		587		2.6	%		10			1.7	%
Mexico		348		1.6	%		394		1.7	%		(46	)		-11.7	%
Europe		724		3.3	%		420		1.8	%		304			72.4	%
Asia		934		4.3	%		1,151		5.1	%		(217	)		-18.9	%
Consolidated Total		21,687		100.0	%		22,727		100.0	%		(1,040	)		-4.6	%

The following table sets forth, as of March 31, 2011 and 2010, 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 3/31/2011				As of 3/31/2010				Change in %
	Active Distributors		Master Affiliates and Above		Active Distributors		Master Affiliates and Above		Active Distributors			Master Affiliates and Above
United States		46,910		5,360		52,010		6,070		-9.8	%		-11.7	%
Australia/New Zealand		2,200		140		2,530		190		-13.0	%		-26.3	%
Canada		1,370		170		1,310		140		4.6	%		21.4	%
Mexico		1,630		240		2,290		220		-28.8	%		9.1	%
Europe		2,570		260		1,350		180		90.4	%		44.4	%
Asia		5,190		400		6,540		590		-20.6	%		-32.2	%
Consolidated Total		59,870		6,570		66,030		7,390		-9.3	%		-11.1	%

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