Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 9, 2009, Reliv International, Inc. ("Reliv") notified The Nasdaq Stock Market, LLC ("Nasdaq") that its Board of Directors was no longer comprised of a majority of independent directors as required by Rule 5605(b)(1) of the Nasdaq Listing Rules. As previously reported by Reliv in its Current Report on Form 8-K filed on May 29, 2009, Patrick Doherty resigned from Reliv's Board of Directors on May 27, 2009 and declined to stand for re-election. At Reliv's annual shareholder's meeting on May 28, 2009, Reliv's remaining eight directors were re-elected, four of whom Reliv's Board of Directors has determined qualify as independent directors under Nasdaq Listing Rules.

In response to Reliv's notice, Nasdaq issued a deficiency letter to Reliv on June 11, 2009 indicating that Reliv fails to comply with the majority independent board requirement for continued listing set forth in Listing Rule 5605. Reliv intends to regain compliance with the requirement that its Board of Directors have a majority of independent directors prior to the expiration of the cure period provided pursuant to Listing Rule 5605(b)(1)(A).

On June 15, 2009, Reliv issued a press release announcing receipt of this notice. The full text of the press release is set forth in Exhibit 99 attached hereto.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

99 Press Release dated June 15, 2009 captioned: "Reliv International Receives Notice from Nasdaq."

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