FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                           Commission File No. 1-11768

                           RELIV' INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                     37-1172197
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

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

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

      Registrant has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.

Registrant is not an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act)

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

       COMMON STOCK 11,981,449 outstanding Shares as of September 30, 2003

<PAGE>

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

      The following consolidated financial statements of the Registrant are
attached to this Form 10-Q:

            1.    Interim Balance Sheet as of September 30, 2003 and Balance
                  Sheet as of December 31, 2002.

            2.    Interim Statements of Operations for the three and nine month
                  periods ending September 30, 2003 and September 30, 2002.

            3.    Interim Statements of Cash Flows for the nine month periods
                  ending September 30, 2003 and September 30, 2002.

      The Financial Statements reflect all adjustments which are, in the opinion
of management, necessary for a fair statement of results for the periods
presented.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

1. Financial Condition

      Current assets of the Company increased during the first nine months of
2003, to $13,971,000 from $8,432,000 as of December 31, 2002. Cash and cash
equivalents increased by $3,768,000 to $7,206,000 as of September 30, 2003, as
compared to $3,438,000 as of December 31, 2002. Accounts and notes receivable
decreased to $662,000 as of September 30, 2003, as compared to $689,000 as of
December 31, 2002. Inventory increased by $1,463,000 to $4,920,000 as of
September 30, 2003. The Company's increase in cash is the result of the improved
sales and profitability of the Company, especially in its operations in the
United States, coupled with the proceeds of sale of preferred stock of $975,000,
net of preferred stock redemptions of $525,000. Inventories have been increased
to support the strong sales in the United States and to provide adequate safety
stocks in the key foreign markets. Prepaid expenses and other current assets
increased by $351,000 to $915,000 at September 30, 2003 primarily the result of
policy payments for various types of business insurance to be expensed over the
lives of the policies, and advance payments made for conferences and other
events to be held in 2004.

      The Company purchased $739,000 of property, plant and equipment during the
first nine months of 2003.

      Current liabilities increased $1,802,000 from $6,040,000 as of December
31, 2002 to $7,842,000 as of September 30, 2003. Trade accounts payable
increased $589,000 from $2,462,000 as of December 31, 2002 to $3,051,000 as of
September 30, 2003. The increase is primarily the result of increased raw
material purchases and accrued property taxes at September


                                       2
<PAGE>

30, 2003, as compared to December 31, 2002. Distributor commissions payable
increased from $2,065,000 as of December 31, 2002 to $2,905,000 as of September
30, 2003. This is the result of higher network marketing sales in September
2003, as compared to December 2002.

      Long-term debt decreased $329,000 from $4,057,000 as of December 31, 2002
to $3,728,000 as of September 30, 2003. The decrease is the result of scheduled
principal payments, offset by additional long-term debt the Company incurred
during the first nine months of 2003 of $124,000.

      Stockholders' equity increased from $7,798,000 as of December 31, 2002 to
$11,784,000 as of September 30, 2003. The increase is primarily the result of
net income of $3,079,000 during the first nine months of 2003, plus the proceeds
of a preferred stock offering of $975,000 issued on March 31, 2003. Dividends on
the preferred stock outstanding of $42,000 were paid during the second and third
quarters. Equity also increased $63,000 as a result of the foreign currency
translation adjustment at September 30, 2003, as the Australian and Canadian
dollars strengthened versus the United States dollar, as compared to December
31, 2002. Declines in the value of the Mexican and Philippine pesos versus the
United States dollar partially offset the gains in the other currencies. Another
increase to equity of $166,000 was due to proceeds received from the exercise of
incentive stock options during the first nine months of 2003. Equity was reduced
$367,000 for treasury stock purchases made during the first nine months of 2003.

      The Company's working capital balance has improved since the end of 2002,
from a balance of $2,393,000 as of December 31, 2002 to a balance of $6,129,000
as of September 30, 2003. Accordingly, the current ratio has improved from 1.40
as of December 31, 2002 to 1.78 as of September 30, 2003. The Company has an
operating line of credit, with a limit based on a collateral-based formula of
accounts receivable and inventory, with a maximum borrowing limit of $1,000,000.
At September 30, 2003, the Company had no borrowings on the line of credit.
Management believes the Company's internally generated funds together with the
loan agreement and the preferred stock proceeds will be sufficient to meet
working capital requirements in 2003.

2. Results of Operations

      The Company had net income available to common shareholders of $1,193,000
($0.10 per share basic and $0.09 per share diluted) for the quarter ended
September 30, 2003, compared to a net income of $741,000 ($0.07 per share basic
and $0.06 per share diluted) for the same period in 2002. Net income for the
quarter ended September 30, 2003 was $1,213,000, and is reduced by preferred
stock dividends of $20,000 to arrive at net income available to common
shareholders. For the nine months ended September 30, 2003, the Company had net
income available to common shareholders of $3,079,000 ($0.26 per share basic and
$0.23 per share diluted), compared to $1,825,000 ($0.16 per share basic and
$0.15 per share diluted) in 2002. Profitability continued to improve
substantially as network marketing sales continued to improve worldwide led by a
23% increase in net sales in the Company's primary market of the United States.


                                       3
<PAGE>

      Net sales increased to $19,614,000 in the third quarter of 2003 as
compared to $16,237,000 in the third quarter of 2002. For the nine months ended
September 30, net sales were $56,052,000 in 2003, as compared to $46,170,000 in
2002. The growth in sales was led by a strong increase in the Company's largest
market, the United States. Sales in the United States improved by 23% to
$16,869,000 in the third quarter of 2003, as compared to $13,741,000 in the
third quarter of 2002. For the nine months ended September 30, net sales in the
United States were $47,913,000 in 2003, compared to $38,803,000 in 2002. New
distributor enrollments in the US continues to be a factor in the increased
sales in this market. In the first nine months of 2003, approximately 15,600 new
distributors were enrolled, as compared to approximately 13,500 in the same
period of 2002. The number of distributors reaching Master Affiliate, the
highest level of discount a distributor can attain, has also continued to
improve in the United States. In the first nine months of 2003, 3,651
distributors achieved Master Affiliate status, as compared to 2,653 in the same
period of 2002. The Company attributes the increase in sales and other sales
statistics in part to its increased support provided to the distributor force in
the form of increased sales meetings and other distributor training events. The
Company is holding more of its quarterly Master Affiliate training seminars in
more cities and has lengthened the program to a full day of training on
Saturdays, compared to a half-day training session used previously. The Company
has also modified the frequency of its national conferences. In the past, the
Company invited distributors to attend two major conferences a year. Beginning
in early 2003, the Company replaced its winter conference with a series of
regional conferences in areas of significant distributor groups in order to
present the Reliv product line and business opportunity to more people. Also,
the Company's annual international distributor conference in St. Louis, MO, was
held in July with a record attendance of approximately 5,000 distributors.

      During the third quarter of 2003, sales in most of the Company's
international subsidiaries showed improved results. In aggregate, international
sales increased 10% to $2,739,000 in the third quarter of 2003, compared to
$2,488,000 in the third quarter of 2002. For the nine months ended September 30,
international sales were $8,118,000 in 2003, compared to $7,243,000 in 2002, a
12% increase. The weakening of the United States dollar compared to the
Canadian, Australian, and New Zealand dollars and British pound accounts for a
portion of the increase in sales in these markets. The Mexican and Philippine
pesos have weakened compared to the U.S. dollar over the first nine months of
2003.

      Mexican sales increased 17% from the prior year quarter, helped by the
introduction of Arthaffect in Mexico in October 2002 and the introduction of
Soysentials in April 2003. New distributor signups have also been strong, with
over 4,500 new signups in the first nine months of 2003, compared to 3,580 in
2002. Canada also showed a 37% growth in sales in the third quarter of 2003,
compared to the prior year quarter. Sales in Canada continue to gradually
improve as the Company completed its changes there to make the business model
function identical to that in the U.S. Effective February 1, 2003, royalties on
Canadian sales are being paid out on the full retail value of the products, just
as they are in the United States. This enhances the business opportunity
associated with selling the Reliv product line and encourages more people to
become distributors. Sales in the United Kingdom (UK) increased by 34%, as
compared to the prior year quarter. This increase was due, in part, to a similar
change to the UK distributor compensation plan that was put into effect on July
1, 2003, to pay royalties on the full retail value of the


                                       4
<PAGE>

products. Australia/New Zealand (AUS/NZ) sales were up 22% in the third quarter
of 2003, compared to the same period in 2002. In late September, the Company
announced a new sales manager for the AUS/NZ market, as well as a similar change
to the compensation plan as in Canada and the UK, in which royalties will be
paid based on the full retail price. Sales in the Philippines in the third
quarter of 2003 decreased by 20%, as sales declined subsequent to a price
increase and additional shipping charge that went into effect on March 1, 2003.
For the nine months ended September 30, sales in the Philippines were up 7% in
2003, compared to the same period of 2002. Sales began in the Company's newest
market, Malaysia, in late September 2003, with a modest amount of sales.

      Cost of products sold as a percentage of net sales was 16.8% in the third
quarter of 2003, as compared to 17.1% in the third quarter of 2002. For the nine
months ended September 30, cost of products sold were 17.2% and 18.3% of net
sales in 2003 and 2002, respectively. The decrease in the percentage of cost of
goods sold is the result of greater efficiencies gained in the production
facility from increased production levels needed to support the growth in sales.
Efficiencies are being gained as production levels have increased with minimal
staffing increases and improved coverage of the fixed manufacturing costs.

      Distributor royalties and commissions as a percentage of network marketing
sales were 38.8% and 38.3% in the third quarter of 2003 and 2002, respectively.
For the nine month period ended September 30, royalties and commissions were
38.9% and 38.5% of sales in 2003 and 2002, respectively. These expenses are
governed by the distributor agreements and are directly related to the level of
sales. The slight increase is primarily the result of commission payments being
made on the full retail value in Canada, and more recently, the United Kingdom.

      Selling, general and administrative (SGA) expenses increased $630,000 in
the third quarter of 2003, as compared to the third quarter of 2002. However,
SGA expenses as a percentage of net sales decreased to 34.0% in the third
quarter of 2003 compared to 37.2% in the third quarter of 2002. For the nine
months ended September 30, total SGA expenses were $19,368,000 in 2003, compared
to $16,915,000 in 2002. On a year-to-date basis, sales expenses represented
approximately $1,248,000 of the increase. Some of the components of the increase
were increased credit card fees due to the higher sales volume, increased sales
meeting expenses due to more and larger meetings in support of the distributor
force, and increased sales bonuses. Marketing expenses increased by
approximately $242,000, primarily the result of increased incentive trip
expenses. Increases in general and administrative expenses represented
approximately $860,000 of the increase, primarily in salaries, fringe benefit
expenses, higher stock market listing fees, and increased travel expenses. Also,
included in the general and administrative expenses are approximately $250,000
in pre-opening expenses in Malaysia and other international development
expenses. The Company was granted a direct selling license to begin operations
in Malaysia in August 2003, and commenced sales in late September 2003.

      Interest expense decreased to $50,000 in the third quarter of 2003 from
$63,000 in the third quarter of 2002. For the nine months ended September 30,
interest expense decreased to $188,000 for 2003, compared to $282,000 for 2002.
This decrease in 2003 is the result of not


                                       5
<PAGE>

utilizing the line of credit, coupled with the interest savings gained from the
refinancing of the Company's primary building debt in June 2002.

      The Company recorded income tax expense of $815,000 for the third quarter
of 2003, an effective rate of 40.2%. In the third quarter of 2002, the Company
recorded income tax expense of $446,000, an effective rate of 37.6%. For the
nine months ended September 30, the Company recorded income tax expense of
$2,129,000 for 2003, an effective rate of 40.6%, and $1,135,000 for 2002, an
effective rate of 38.3%. The higher rate in 2003 is primarily due to
non-deductible losses in some of the Company's foreign markets, including
Malaysia.

Critical Accounting Policies

      A summary of our critical accounting policies and estimates is presented
on pages 35 and 36 of our 2002 Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 28, 2003.

Safe Harbor Provision of the Private Securities Litigation Act of 1995 and
Forward Looking Statements.

      The statements contained in Item 2 (Management's Discussion and Analysis
of Financial Condition and Results of Operation) that are not historical facts
may be forward-looking statements (as such term is defined in the rules
promulgated pursuant to the Securities Exchange Act of 1934) that are subject to
a variety of risks and uncertainties. The forward-looking statements are based
on the beliefs of the Company's management, as well as assumptions made by, and
information currently available to the Company's management. Accordingly, these
statements are subject to significant risks, uncertainties and contingencies
which could cause the Company's actual growth, results, performance and business
prospects and opportunities in 2002 and beyond to differ materially from those
expressed in, or implied by, any such forward-looking statements. Wherever
possible, words such as "anticipate," "plan," "expect," "believe," "estimate,"
and similar expressions have been used to identify these forward-looking
statements, but are not the exclusive means of identifying such statements.
These risks, uncertainties and contingencies include, but are not limited to,
the Company's ability to continue to attract, maintain and motivate its
distributors, changes in the regulatory environment affecting network marketing
sales and sales of food and dietary supplements and other risks and
uncertainties detailed in the Company's other SEC filings.

Item 3. Quantitative and Qualitative Disclosures of Market Risk

      The Company is exposed to various market risks, primarily foreign currency
risks and interest rate risks.


                                       6
<PAGE>

      Foreign Currency Risk

      The Company's earnings and cash flows are subject to fluctuations due to
changes in foreign currency rates as it has several foreign subsidiaries and
continues to explore expansion into other foreign countries. As a result,
exchange rate fluctuations may have an effect on sales and gross margins.
Accounting practices require that the Company's results from operations be
converted to U.S. dollars for reporting purposes. Consequently, the reported
earnings of the Company in future periods may be significantly affected by
fluctuations in currency exchange rates, generally increasing with a weaker U.S.
dollar and decreasing with a strengthening U.S. dollar. Products manufactured by
the Company for sale to the Company's foreign subsidiaries are transacted in
U.S. dollars.

      During the second quarter of 2003, the Company entered into foreign
exchange forward contracts with a financial institution to sell Canadian dollars
in order to protect against currency exchange risk associated with expected
future cash flows. Contracts have a maturity of fifteen months or less. As of
September 30, 2003, the Company had Canadian dollar forward sale contracts to
hedge approximately 60% of our expected Canadian cash flows. The exchange rate
for the Canadian dollar to the U.S. dollar as of September 30, 2003 had
strengthened by 16.5%, compared to the exchange rate as of December 31, 2002.
The amount of the changes in the fair value of these forward contracts as of
September 30, 2003 was immaterial. As of September 30, 2003, the Company had no
hedging instruments in place to offset exposure to the Australian or New Zealand
dollars, Mexican or Philippine pesos, or the British pound.

      There have been no other material changes in market risk exposures during
the first three months of 2003 that affect the disclosures presented in Item 7A
- "Qualitative and Quantitative Disclosures Regarding Market Risk" on pages 37
and 38 of our 2002 Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 28, 2003.

Item 4. Controls and Procedures

      (a) Evaluation of disclosure controls and procedures. Our principal
executive officer and principal financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14(c) and 15d-14(c)) as of a date within ninety days before the
filing date of this report, have concluded that, as of such date our disclosure
controls and procedures were adequate and effective to ensure that material
information relating to the Company would be made known to them by others within
the Company.

      (b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the date of their
evaluation, nor were there any significant deficiencies or material weaknesses
in the Company's internal controls. As a result, no corrective actions were
required or undertaken.


                                       7
<PAGE>

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

      There has been no material litigation initiated by or against the Company
in the reporting period or any material changes to litigation reported by the
Company in its prior periodic reports.

Item 2. Changes in Securities

      Not applicable.

Item 3. Defaults Upon Senior Securities

      Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

      At the Annual Meeting of Shareholders on May 22, 2003, the following
actions were submitted and approved by vote of the shareholders:

      1. Election of 10 directors;

      2. Approval of 2003 Stock Option Plan;

      3. Authorization of one-for-four forward split of the Company's Common
Stock;

      4. Authorization of an increase in the authorized shares of the Company's
Common Stock to 30,000,000 shares; and

      5. Ratification of the Board's selection of Ernst & Young LLP as the
Company's independent certified public accountants.

      A total of 11,185,122 shares (approximately 93%) of the issued and
outstanding shares of the Company were represented by proxy or in person at the
meeting. These shares were voted on the matters described above as follows:

      1. For the directors as follows:

         Name                   Total Votes For        Total Votes Against
         ----                   ---------------        -------------------

Robert L. Montgomery               10,946,818                238,304
Sandra S. Montgomery               10,938,241                246,881
Carl W. Hastings                   10,948,705                236,417
David G. Kreher                    10,948,705                236,417
Donald L. McCain                   10,933,891                251,231
Thomas T. Moody                    10,948,444                236,678
Thomas W. Pinnock, III             10,948,705                236,417
Stephen M. Merrick                 10,935,957                249,165
John B. Akin                       10,933,691                251,431
Marvin W. Solomonson               10,931,632                253,490


                                       8
<PAGE>

      2. For the 2003 Stock Option Plan as follows:

                                                          Total Broker Non-Votes
      Total Votes For          Total Votes Against          and Votes Abstain
      ---------------          -------------------        ----------------------

         6,862,805                   183,327                    4,138,988

      3. For the One-for Four Stock Split as follows:

      Total Votes For          Total Votes Against           Total Votes Abstain
      ---------------          -------------------           -------------------

        11,117,052                    47,359                       20,709

      4. For the Increase in Authorized Shares as follows:

      Total Votes For          Total Votes Against           Total Votes Abstain
      ---------------          -------------------           -------------------

        10,845,674                   309,830                       29,616

      5. For the Ratification of Ernst & Young LLP as follows:

      Total Votes For          Total Votes Against           Total Votes Abstain
      ---------------          -------------------           -------------------

        11,127,731                    38,101                       19,287

Item 5. Other Information

      Not applicable.


                                       9
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

            (a)   Exhibits*

      Exhibit
      No.         Description
      -------     -----------

      3.1         Second Amended and Restated Certificate of Incorporation
                  (Incorporated by reference Appendix B to the Company's
                  Schedule 14A Definitive Proxy Statement filed April 17, 2003)

      31.1        Sarbanes-Oxley Act Section 302 Certifications for Robert L.
                  Montgomery

      31.2        Sarbanes-Oxley Act Section 302 Certification for David G.
                  Kreher

      32.1        Sarbanes-Oxley Act Section 906 Certification for Robert L.
                  Montgomery, Chief Executive Officer

      32.2        Sarbanes-Oxley Act Section 906 Certification for David G.
                  Kreher, Chief Financial Officer

            (b)   The Company filed a Current Report on August 7, to report the
                  issuance of a Press Release regarding its Second Quarter
                  earnings.

            *     Also incorporated by reference are the Exhibits filed as part
                  of the S-18 Registration Statement of the Registrant,
                  effective November 5, 1985, and subsequent periodic filings.


                                       10
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: November 10, 2003                RELIV' INTERNATIONAL, INC.


                                        By: /s/ Robert L. Montgomery
                                            ------------------------------------
                                            Robert L. Montgomery, President,
                                            Chief Executive Officer


                                        By: /s/ David G. Kreher
                                            ------------------------------------
                                            David G. Kreher, Chief
                                            Financial Officer


                                       11
<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                          September 30        December 31
                                                              2003                2002
                                                          ------------        -----------
                                                           (unaudited)        (see notes)
<S>                                                        <C>                <C>
Assets

Current assets:
  Cash and cash equivalents                                $ 7,206,403        $ 3,437,966
  Accounts and notes receivable, less allowances of
    $5,000 in 2003 and 2002                                    662,404            688,898
  Accounts due from employees and distributors                 100,449            104,000
  Inventories
          Finished goods                                     3,308,479          2,361,064
          Raw materials                                      1,094,700            680,516
          Sales aids and promotional materials                 516,903            415,565
                                                           -----------        -----------
                     Total inventories                       4,920,082          3,457,145

  Refundable income taxes                                           --              8,072
  Prepaid expenses and other current assets                    914,913            564,486
  Deferred income taxes                                        166,311            171,873
                                                           -----------        -----------
Total current assets                                        13,970,562          8,432,440

Other assets                                                   573,816            442,927
Note receivable from officer                                    13,875             48,250
Accounts due from employees and distributors                    49,178             78,000

Property, plant and equipment:
            Land                                               829,222            829,222
            Building                                         8,775,889          8,583,444
            Machinery & equipment                            3,916,290          4,057,983
            Office equipment                                   955,701            738,976
            Computer equipment & software                    2,464,454          2,275,019
                                                           -----------        -----------
                                                            16,941,556         16,484,644
Less: Accumulated depreciation                               7,535,982          7,040,275
                                                           -----------        -----------
          Net property, plant and equipment                  9,405,574          9,444,369
                                                           -----------        -----------

Total assets                                               $24,013,005        $18,445,986
                                                           ===========        ===========
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                     September 30         December 31
                                                                         2003                 2002
                                                                     ------------         ------------
                                                                      (unaudited)          (see notes)
<S>                                                                  <C>                  <C>
Liabilities and stockholders' equity

Current liabilities:
  Accounts payable and accrued expenses:
            Trade accounts payable and other accrued expenses        $  3,051,341         $  2,462,356
            Distributors commissions payable                            2,905,315            2,065,327
            Sales taxes payable                                           443,580              393,413
            Interest expense payable                                       46,237               55,238
            Payroll and payroll taxes payable                             626,969              381,748
                                                                     ------------         ------------
Total accounts payable and accrued expenses                             7,073,442            5,358,082

    Income taxes payable                                                  332,214              257,441
    Current maturities of long-term debt                                  436,348              415,235
    Current maturities of capital lease obligations                            --                8,755
                                                                     ------------         ------------
  Total current liabilities                                             7,842,004            6,039,513

Noncurrent liabilities:
Long-term debt, less current maturities                                 3,727,980            4,057,042
Deferred income taxes                                                      84,435               84,435
Other non-current liabilities                                             574,258              467,350
                                                                     ------------         ------------
Total noncurrent liabilities                                            4,386,673            4,608,827

Stockholders' equity:
  Preferred stock, par value $.001 per share; 3,000,000
   shares authorized; 97,500 shares issued and outstanding
   as of 9/30/2003                                                        975,000                   --
  Common stock, par value $.001 per share; 30,000,000
   authorized; 12,070,639 shares issued and 11,981,449
   shares outstanding as of 9/30/2003; 12,006,761 shares
   issued and 11,921,932 shares outstanding as of 12/31/2002               12,071               12,007
  Additional paid-in capital                                           17,975,522           17,863,505
  Notes receivable-officers and directors                                      --               (2,449)
  Accumulated deficit                                                  (6,094,716)          (8,960,782)
  Accumulated other comprehensive loss:
    Foreign currency translation adjustment                              (712,524)            (775,383)
  Treasury stock                                                         (371,025)            (339,252)
                                                                     ------------         ------------

Total stockholders' equity                                             11,784,328            7,797,646
                                                                     ------------         ------------

Total liabilities and stockholders' equity                           $ 24,013,005         $ 18,445,986
                                                                     ============         ============
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                         Three months ended September 30       Nine months ended September 30
                                                             2003               2002               2003               2002
                                                         ------------       ------------       ------------       ------------
                                                          (unaudited)        (unaudited)        (unaudited)        (unaudited)
<S>                                                      <C>                <C>                <C>                <C>
Sales at suggested retail                                $ 27,160,056       $ 23,169,058       $ 79,424,022       $ 66,029,019
  Less: distributor allowances on product purchases         7,546,330          6,931,981         23,372,199         19,858,627
                                                         ------------       ------------       ------------       ------------

Net sales                                                  19,613,726         16,237,077         56,051,823         46,170,392

Costs and expenses:
  Cost of products sold                                     3,300,127          2,774,485          9,616,540          8,446,994
  Distributor royalties and commissions                     7,599,097          6,220,776         21,768,802         17,705,137
  Selling, general and administrative                       6,675,449          6,045,862         19,368,226         16,914,672
                                                         ------------       ------------       ------------       ------------

Total costs and expenses                                   17,574,673         15,041,123         50,753,568         43,066,803
                                                         ------------       ------------       ------------       ------------

Income from operations                                      2,039,053          1,195,954          5,298,255          3,103,589

Other income (expense):
  Interest income                                              22,753             11,497             62,657             27,136
  Interest expense                                            (50,422)           (63,159)          (188,430)          (282,435)
  Other income/(expense)                                       16,269             42,877             77,773            111,634
                                                         ------------       ------------       ------------       ------------

Income before income taxes                                  2,027,653          1,187,169          5,250,255          2,959,924
Provision for income taxes                                    815,000            446,000          2,129,000          1,135,000
                                                         ------------       ------------       ------------       ------------

Net income                                                  1,212,653            741,169          3,121,255          1,824,924

Preferred dividends accrued and paid                           19,516                 --             42,016                 --
                                                         ------------       ------------       ------------       ------------

Net income available to common shareholders              $  1,193,137       $    741,169       $  3,079,239       $  1,824,924
                                                         ============       ============       ============       ============

Earnings per common share                                $       0.10       $       0.07       $       0.26       $       0.16
                                                         ============       ============       ============       ============

Earnings per common share - assuming dilution            $       0.09       $       0.06       $       0.23       $       0.15
                                                         ============       ============       ============       ============
</TABLE>

See notes to financial statements.

<PAGE>

Reliv International, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
(unaudited)

<TABLE>
<CAPTION>
                                                                      Nine months ended September 30
                                                                          2003              2002
                                                                      -----------       -----------
<S>                                                                   <C>               <C>
Operating activities:
Net income                                                            $ 3,121,255       $ 1,824,924
Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation                                                          693,097           649,898
    Compensation expense for warrants granted                              67,550            14,905
    Deferred income taxes                                                   8,206                --
    Foreign currency transaction loss                                      18,153           (67,248)
    (Increase) decrease in accounts and notes receivable                   28,969          (108,557)
    (Increase) decrease in inventories                                 (1,450,535)          343,141
    (Increase) decrease in refundable income taxes                          7,998           130,199
    (Increase) decrease in prepaid expenses
      and other current assets                                           (359,165)         (390,136)
    (Increase) decrease in other assets                                  (130,890)           50,697
    Increase (decrease) in accounts payable and accrued expenses        1,793,022         1,127,326
    Increase (decrease) in income taxes payable                            71,821           274,543
                                                                      -----------       -----------

Net cash provided by operating activities                               3,869,481         3,849,692

Investing activities:
Purchase of property, plant and equipment                                (738,774)         (481,725)
Proceeds from the sale of property, plant and equipment                    79,429            26,081
                                                                      -----------       -----------

Net cash used in investing activities                                    (659,345)         (455,644)

Financing activities:
Proceeds from long-term borrowings                                        124,249                --
Principal payments on long-term borrowings and line of credit            (390,788)       (1,331,126)
Principal payments under capital lease obligations                        (50,806)         (122,165)
Proceeds from sale of preferred stock                                   1,500,000                --
Redemption of preferred stock                                            (525,000)               --
Preferred stock dividends paid                                            (42,016)               --
Repayment of loans by officers and directors                               36,824             8,000
Proceeds from options exercised                                           166,189            45,929
Purchase of stock for treasury                                           (366,605)         (280,237)
                                                                      -----------       -----------

Net cash provided by (used in) financing activities                       452,047        (1,679,599)

Effect of exchange rate changes on cash and cash equivalents              106,254            63,761
                                                                      -----------       -----------

Increase in cash and cash equivalents                                   3,768,437         1,778,210

Cash and cash equivalents at beginning of period                        3,437,966         1,258,821
                                                                      -----------       -----------

Cash and cash equivalents at end of period                            $ 7,206,403       $ 3,037,031
                                                                      ===========       ===========
</TABLE>

See notes to financial statements

<PAGE>

Reliv' International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

September 30, 2003

Note 1-- Basis of Presentation

      The accompanying unaudited consolidated financial statements and notes
      thereto have been prepared in accordance with the instructions to Form
      10-Q and reflect all adjustments which management believes necessary
      (which include only normal recurring accruals) to present fairly the
      financial position, results of operations and cash flows. These
      statements, however, do not include all information and footnotes
      necessary for a complete presentation of financial position, results of
      operations and cash flows in conformity with accounting principles
      generally accepted in the United States. Interim results may not
      necessarily be indicative of results that may be expected for any other
      interim period or for the year as a whole. These financial statements
      should be read in conjunction with the audited consolidated financial
      statements and footnotes included in the annual report on Form 10-K for
      the year ended December 31, 2002, filed March 28, 2003 with the Securities
      and Exchange Commission.

Note 2-- Reclassifications

      Certain prior year amounts have been reclassified to conform to the
      current year presentation.

Note 3-- Earnings per Share

      The following table sets forth the computation of basic and diluted
      earnings per share:

<TABLE>
<CAPTION>
                                                  Three months ended September 30    Nine months ended September 30
                                                        2003             2002             2003             2002
                                                  -------------------------------    ------------------------------
<S>                                                 <C>              <C>              <C>              <C>
Numerator:
  Numerator for basic and diluted
     earnings per share--net income
     available to common shareholders               $ 1,193,137      $   741,169      $ 3,079,239      $ 1,824,924
  Effect of convertible preferred stock:
     Dividends on preferred stock                        19,516               --           42,016               --
                                                    ----------------------------      ----------------------------

Numerator for diluted earnings per share            $ 1,212,653      $   741,169      $ 3,121,255      $ 1,824,924

Denominator:
  Denominator for basic earnings per
     share--weighted average shares                  11,965,000       11,252,000       11,963,000       11,295,000
  Effect of convertible preferred stock and
     dilutive securities:
     Convertible preferred stock                        330,000               --          235,000               --
     Employee stock options and other warrants        1,401,000        1,229,000        1,367,000        1,229,000
                                                    ----------------------------      ----------------------------

Denominator for diluted earnings per
  share--adjusted weighted average shares            13,696,000       12,481,000       13,565,000       12,524,000
                                                    ============================      ============================

Basic earnings per share                            $      0.10      $      0.07      $      0.26      $      0.16
                                                    ============================      ============================
Diluted earnings per share                          $      0.09      $      0.06      $      0.23      $      0.15
                                                    ============================      ============================
</TABLE>

<PAGE>

Reliv' International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

September 30, 2003

Note 4-- Comprehensive Income

      Total comprehensive income was $1,145,207 and $3,184,114 for the three and
      nine months ended September 30, 2003, respectively. For the three and nine
      months ended September 30, 2002, comprehensive income was $654,493 and
      $1,728,332, respectively. The Company's only component of other
      comprehensive income is the foreign currency translation adjustment.

Note 5-- Stock-Based Compensation

      The Company accounts for its stock-based compensation plans under the
      recognition and measurement principles of APB Opinion No. 25, Accounting
      for Stock Issued to Employees, and related Interpretations. No stock-based
      employee compensation cost is reflected in net income, as all options
      granted under those plans had an exercise price equal to the market value
      of the underlying common stock on the date of grant. The following table
      illustrates the effect on net income and earnings per share if the Company
      had applied the fair value recognition provisions of FASB Statement No.
      123, Accounting for Stock-Based Compensation, to stock-based employee
      compensation.

<TABLE>
<CAPTION>
                                                          Three months ended September 30       Nine months ended September 30
                                                                 2003           2002                 2003            2002
                                                          -------------------------------       ------------------------------
<S>                                                           <C>             <C>                 <C>             <C>
Net income, as reported for basic EPS                         $1,193,137      $741,169            $3,079,239      $1,824,924
Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                      91,872       122,316               189,044         209,596
                                                              ------------------------            --------------------------

Pro forma net income-basic EPS                                $1,101,265      $618,853            $2,890,195      $1,615,328
                                                              ========================            ==========================

Net income, as reported for diluted EPS                       $1,212,653      $741,169            $3,121,255      $1,824,924
Deduct: Total stock-based employee compensation
  expense determined under fair value based method
  for all awards, net of related tax effects                      91,872       122,316               189,044         209,596
                                                              ------------------------            --------------------------

Pro forma net income-diluted EPS                              $1,120,781      $618,853            $2,932,211      $1,615,328
                                                              ========================            ==========================

Earnings per share:
  Basic--as reported                                          $     0.10      $   0.07            $     0.26      $     0.16
                                                              ========================            ==========================
  Basic--pro forma                                            $     0.09      $   0.05            $     0.24      $     0.14
                                                              ========================            ==========================

  Diluted--as reported                                        $     0.09      $   0.06            $     0.23      $     0.15
                                                              ========================            ==========================
  Diluted--pro forma                                          $     0.08      $   0.05            $     0.22      $     0.13
                                                              ========================            ==========================
</TABLE>

<PAGE>

Reliv' International, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

September 30, 2003

Note 6-- Sale of Preferred Stock

      On March 31, 2003, the Company sold an aggregate of 150,000 shares of
      preferred stock to three officer/directors. The securities, called "Series
      A Preferred Stock" ("Preferred Stock"), were designated by the Company's
      Board of Directors out of the 3,000,000 previously authorized shares of
      $.001 par value preferred stock. Each of the officer/directors
      (collectively "the Preferred Stockholders") purchased 50,000 shares of
      Preferred Stock for $500,000 ($10.00 per share).

      The Preferred Stockholders are entitled to receive dividends at an annual
      rate of 6% of the shares' purchase price. These dividends shall accrue on
      a daily basis and are payable quarterly when declared by the Company's
      Board of Directors. All dividends on shares of Preferred Stock are
      cumulative.

      In August 2003, the Company redeemed 17,500 shares from each
      officer/director for a total redemption of 52,500 shares at a value of
      $525,000. The remaining shares of Preferred Stock as of September 30, 2003
      have no voting rights, and are convertible into 241,935 shares of the
      Company's $.001 par value common stock at a conversion price based upon
      the closing price of the Company's common stock on the NASDAQ Stock Market
      on the date of issuance. Shares of Preferred Stock are not eligible for
      conversion until January 1, 2006, may be redeemed at any time by the
      Company, and have a liquidation preference over common stock to the extent
      of the purchase price of the preferred stock and accrued dividends.

Note 7-- Related Party Tranactions

      In February 2003, the Company purchased 25,000 shares of the Company's
      common stock from an officer/director at a price of $3.895 per share. The
      total amount paid for the stock was $97,375. In June and October 2003, the
      Company purchased additional shares from the same officer/director. In
      June, the Company purchased 25,000 shares at $4.446 per share for a total
      purchase price of $111,150, and in October, the Company purchased 50,000
      shares at $4.845 per share for a total purchase price of $242,250 In May
      2003, the Company purchased 10,000 shares from a director at a price of
      $4.2275 per share. The total amount paid for this purchase was $42,275.

Note 8-- Stock Split

      On September 4, 2003, the Board of Directors of the Company declared a 5
      for 4 stock split, in the nature of a stock dividend to be issued to all
      shareholders of record as of October 29, 2003. The final number of shares
      to be issued and the distribution of such shares will be determined as of
      November 13, 2003. Fractional shares will not be issued. The Company will
      issue payment to shareholders for fractional shares based upon the closing
      price per share for the day preceding the record date.

      Since the final number of shares to be distributed has not been fixed as
      of the filing date of this Form 10-Q, the Management Discussion and
      Analysis, unaudited consolidated financial statements, and footnotes do
      not yet reflect the effect of the stock split on the number of shares
      outstanding or the earnings per share data.