UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended ~~March~~June 3130, 2015



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

For the transition period from ________________ to ________________

Commission file number: 000-50417

RBC Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

Nevada		91-2015186
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
2301 Crown Court, Irving, Texas		75038
(Address of principal executive offices)		(Zip Code)
(972) 893-4000
Registrant's telephone number, including area code

Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at ~~May~~August 1, 2015
Common Stock, $0.001 par value per share		2,212,350 shares

TABLE OF CONTENTS

		Page Number
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements Of Comprehensive Income (Loss)	4
	Condensed Consolidated Statements Of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1215
Item 4.	Controls and Procedures	1620
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	1621
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1721
Item 3.	Defaults Upon Senior Securities	1721
Item 4.	Mine Safety Disclosures	1721
Item 5.	Other Information	1721
Item 6.	Exhibits	1721
Signatures		1823
Exhibit Index		1924

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RBC LIFE SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2015			December 31, 2014
	June 30, 2015			December 31, 2014
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~921~~915,~~897~~047		$	1,921,349
Accounts receivable, net of allowance for doubtful accounts of $36,000 and $35,000, respectively	1,352,838			1,285,843
Accounts receivable, net of allowance for doubtful accounts of $37,000 and $35,000, respectively	1,096,800			1,285,843
Inventories	45,~~729~~106,~~401~~377			4,799,083
Deferred income taxes	~~378~~383,~~974~~279			376,925
Prepaid expenses and other current assets	~~601~~581,~~428~~825			464,020
Total current assets	78,~~984~~083,~~538~~328			8,847,220
Property and equipment, net	4,~~607~~456,~~251~~894			4,683,496
Goodwill, net	2,~~183~~192,~~009~~931			2,221,347
Intangible assets, net	3029,~~532~~043			39,975
Other assets, net	9897,~~013~~825			203,906
	$	14,~~903~~860,~~343~~021		$	15,995,944
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	12,~~989~~264,~~990~~817		$	2,310,192
Accrued liabilities	1,~~472~~317,~~723~~122			1,420,050
Current maturities of long-term obligations	~~234~~238,~~014~~578			229,538
Deferred revenue	2,~~252~~448,~~174~~188			2,147,290
Total current liabilities	56,~~948~~268,~~901~~705			6,107,070
Long-term obligations, less current maturities	~~846~~785,~~721~~336			906,809
Deferred income taxes	~~317~~243,~~817~~851			556,440
Commitments and contingencies
Shareholders’ equity:
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,212,350 shares issued and outstanding at March 31, 2015 and December 31, 2014	2,212			2,212
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,212,350 shares issued and outstanding at June 30, 2015 and December 31, 2014	2,212			2,212
Additional paid-in capital	13,713,630			13,713,630
Accumulated deficit	(56,~~967~~212,~~082~~710		)	(5,417,092		)
Accumulated other comprehensive income	4158,~~144~~997			126,875
	7,789,904			8,425,625
	7,562,129			8,425,625
	$	14,~~903~~860,~~343~~021		$	15,995,944

See notes to condensed consolidated financial statements.

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RBC LIFE SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended March 31,
	Quarters Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Net sales	$	56,~~359~~192,~~810~~404		$	57,~~713~~885,~~120~~090		$	11,552,214		$	13,598,210
Cost of sales	2,~~310~~692,~~646~~626			23,~~531~~762,~~035~~809			5,003,272			6,293,844
Gross profit	3,~~049~~499,~~164~~778			34,~~182~~122,~~085~~281			6,548,942			7,304,366
Operating expenses:
General and administrative	2,~~616~~632,~~639~~296			2,~~720~~679,~~606~~105			5,248,935			5,399,711
Distributor commissions	1,~~114~~041,~~942~~888			~~834~~1,~~463~~278,347			2,156,830			2,112,810
Depreciation and amortization	94130,~~157~~955			~~119~~131,~~210~~639			225,112			250,849
Total operating expenses	3,~~825~~805,~~738~~139			34,~~674~~089,~~279~~091			7,630,877			7,763,370
Operating loss	(776,574		)	(492,194		)
Operating income (loss)	(305,361		)	33,190			(1,081,935		)	(459,004		)
Interest expense	2120,~~298~~205			2524,~~468~~456			41,503			49,924
Loss before income taxes	(797,872		)	(517,662		)
Earnings (loss) before income taxes	(325,566		)	8,734			(1,123,438		)	(508,928		)
Benefit for income taxes	(247,882		)	(139,774		)
Provision (benefit) for income taxes	(79,938		)	15,378			(327,820		)	(124,396		)
Net loss	(~~549~~245,~~990~~628		)	(~~377~~6,~~888~~644		)	(795,618		)	(384,532		)
Other comprehensive loss:
Other comprehensive income (loss):
Foreign currency translation adjustment	~~(85~~17,~~731~~853		)	~~(14~~8,~~352~~627		)	(67,878		)	(5,725		)
Comprehensive loss	$	(635,721	)	$	(392,240	)
Comprehensive income (loss)	$	(227,775	)	$	1,983		$	(863,496	)	$	(390,257	)

Net loss per share:
Basic	$	(0.2511	)	$	(0.1700	)	$	(0.36	)	$	(0.17	)
Diluted	$	(0.2511	)	$	(0.1700	)	$	(0.36	)	$	(0.17	)

Weighted average common shares outstanding:
Basic	2,212,350	2,212,350	2,212,350	2,212,350
Diluted	2,212,350	2,212,350	2,212,350	2,212,350

See notes to condensed consolidated financial statements.

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RBC LIFE SCIENCES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities:
Net loss	$	(~~549~~795,~~990~~618	)	$	(~~377~~384,~~888~~532	)
Adjustment for non-cash items:
Depreciation and amortization	~~112~~262,~~861~~238			~~139~~290,~~451~~300
Stock-based compensation	—			~~848~~2,107
Deferred income taxes and other	(~~248~~329,~~606~~441		)	(~~141~~137,~~177~~621		)
Change in operating assets and liabilities:
Accounts receivable	~~(67~~188,~~072~~808		)	~~(141~~67,~~869~~300		)
Inventories	62(324,~~516~~306		)	(~~697~~411,~~306~~417		)
Prepaid expenses and other current assets	(~~145~~40,~~091~~247		)	(5356,~~450~~962		)
Other assets	104,~~431~~268			(4356,~~382~~092		)
Accounts payable and accrued liabilities	(~~242~~207,~~145~~666		)	~~339~~1,~~795~~027,201
Deferred revenue	~~109~~305,~~778~~200			(~~458~~1,~~523~~203,766		)
Net cash used in operating activities	(~~863~~836,~~318~~764		)	(1863,~~433,501~~482		)
Cash flows from investing activities:
Purchase of property and equipment	(37,649		)	(~~303~~636,~~665~~170		)
Net cash used in investing activities	(37,649		)	(~~303~~636,~~665~~170		)
Cash flows from financing activities:
Payments of long-term obligations	(55112,~~613~~433		)	(51104,~~590~~186		)
Net cash used in financing activities	(55112,~~613~~433		)	(51104,~~590~~186		)
Effect of exchange rate changes on cash flows	(4219,~~872~~456		)	(2628,~~213~~675		)
Net decrease in cash and cash equivalents	(~~999~~1,~~452~~006,302		)	(1,~~814~~632,~~969~~513		)
Cash and cash equivalents, beginning of period	1,921,349			3,745,684
Cash and cash equivalents, end of period	$	~~921~~915,~~897~~047		$	12,~~930~~113,~~715~~171

See notes to condensed consolidated financial statements.

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RBC LIFE SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A – Unaudited Condensed Consolidated Financial Statements:

The accompanying unaudited condensed consolidated financial statements, including the notes thereto, of RBC Life Sciences, Inc. (sometimes hereinafter referred to collectively as “we”, “our”, "us", “RBC” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the U.S. (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and disclosures that are normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to these rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”), previously filed with the Securities and Exchange Commission. All references to dollars shall mean U.S. dollars.

In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the Company's results for the interim periods have been included. The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Subsequent events were evaluated through the issuance date of the condensed consolidated financial statements.

New Accounting Pronouncements:

~~There~~In ~~were~~May no2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance related to revenue from contracts with customers. This guidance is a comprehensive new ~~accounting~~revenue ~~pronouncements~~recognition model that ~~are~~requires ~~anticipated~~a company to ~~have~~recognize revenue to depict the transfer of goods or services to a ~~material~~customer ~~impact~~at onan amount that reflects the consideration it expects to receive in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company's does not believe ASU No. 2014-09 will have a material effect on its financial ~~statements~~position and results of operations.

In August 2014, FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern. ASU No. 2014-15 provides guidance regarding management’s responsibility to evaluate whether there exists substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. ASU No. 2014-15 is effective for annual reporting periods beginning after December 15, 2016, and interim periods thereafter. The Company does not believe ASU No. 2014-15 will have a material effect on its financial position and results of operations.

Note B – Nature of Operations and Organization:

The Company is principally engaged in the marketing of nutritional supplements and personal care products (collectively “Nutritional Products”) through subsidiaries in North America and Southeast Asia. This product line is marketed under the “RBC Life^®” brand name. In most of these markets, the Company markets its products through a network of distributors that are referred to as “Associates.” The Associates are independent contractors who purchase products for personal use, purchase products for resale to retail customers and sponsor other individuals as Associates. Accordingly, Associates may be product consumers only or they may also seek to derive compensation both from the direct sales of products and from sales generated by sponsored Associates. In certain other markets in Southeast Asia and Australia, the Company sells its products through a not-for-resale ("NFR") program. Individuals who participate in the NFR program function similarly to Associates in that they can sponsor others and derive compensation from sales generated by individuals they sponsor. However, they may only order products for personal use and may not resell products to retail customers.

RBC also markets its Nutritional Products in certain international markets through license arrangements. The licensees are third parties who are granted exclusive rights to distribute RBC products in their respective territories and, for the most part, distribute these products through an independent Associate network in the licensed territory. Under these arrangements, the independent Associate network in a licensed territory is compensated by the licensee.

In addition to its Nutritional Products, RBC markets a line of wound care products (“Medical Products”) under the "MPM MedicalTM" brand name through a U.S. subsidiary. Medical Products are distributed primarily in the U.S. to hospitals, nursing homes, clinics and pharmacies through traditional medical/surgical supply dealers, pharmaceutical distributors and our own sales representatives. Medical Products are used to treat and manage pain associated with wounds in the acute care, long-term care and oncology markets.

- 6 -

In addition to its Nutritional Products, RBC markets a line of wound care products (“Medical Products”) under the "MPM Medical^TM" brand name through a U.S. subsidiary. Medical Products are distributed primarily in the U.S. to hospitals, nursing homes, clinics and pharmacies through traditional medical/surgical supply dealers, pharmaceutical distributors and our own sales representatives. Medical Products are used to treat and manage pain associated with wounds in the acute care, long-term care and oncology markets.

- 7 -

Note C – Inventories:

Inventories consist of the following:

	March 31, 2015		December 31, 2014
	June 30, 2015		December 31, 2014
Raw materials and bulk products	$	~~555~~417,~~469~~779	$	370,333
Packaging materials	~~269~~256,~~520~~319		253,700
Finished goods	34,~~904~~432,~~412~~279		4,175,050
	$	45,~~729~~106,~~401~~377	$	4,799,083

Note D – Prepaid Expenses and Other Current Assets:

Prepaid expenses and other current assets consist of the following:

	March 31, 2015		December 31, 2014
	June 30, 2015		December 31, 2014
Advance payment to suppliers	$	~~229~~109,~~025~~125	$	151,365
Prepaid insurance and other	~~305~~403,~~177~~909		239,385
Certificates of deposit - restricted	6768,~~226~~791		73,270
	$	~~601~~581,~~428~~825	$	464,020

At ~~March~~June 3130, 2015 and December 31, 2014, the Company held certificates of deposit in the amounts of approximately $6768,~~200~~800 and $73,300, respectively, which were pledged to secure surety bonds.

Note E – Property and Equipment:

Property and equipment consists of the following:

	March 31, 2015			December 31, 2014
	June 30, 2015			December 31, 2014
Building and improvements	$	4,~~035~~032,~~311~~944		$	4,042,897
Computer software and office equipment	32,~~569~~467,~~218~~924			3,536,399
Warehouse equipment	254,034			254,034
Automotive equipment	14,717			14,717
	7,873,280			7,848,047
	6,769,619			7,848,047
Less – accumulated depreciation	(43,~~407~~453,~~202~~898		)	(4,305,724		)
	3,466,078			3,542,323
	3,315,721			3,542,323
Land	1,141,173			1,141,173
	$	4,~~607~~456,~~251~~894		$	4,683,496

Depreciation expense totaled approximately $~~105~~146,~~600~~000 and $~~138~~149,~~000~~400 for the quarters ended ~~March~~June 3130, 2015 and 2014, respectively, and $251,600 and $287,300 for the six months ended June 30, 2015 and 2014, respectively.

InOn ~~April~~July 15, 2015, the Company ~~entered~~completed ~~into~~the anpreviously ~~agreement~~announced tosale ~~sell~~of its headquarters ~~office/warehouse~~building ~~facility~~and ~~located~~related parcel of land in Irving, Texas for approximately $5.218 million. ~~Pursuant~~ toAfter ~~the~~repayment ~~terms~~of outstanding mortgage debt of approximately $1.13 million secured by this ~~agreement,~~facility ~~following~~and ~~the~~payment of other closing ofcosts ~~the~~and ~~sale~~adjustments, the Company ~~will~~received ~~lease~~net ~~back~~cash ~~the~~proceeds ~~facility~~of ~~from~~approximately ~~the~~$3.75 ~~purchaser~~million. Effective ~~through~~upon ~~April~~closing ~~2016,~~of ~~while~~this sale, the Company ~~relocates~~entered tointo aan ~~new~~agreement ~~facility.~~to ~~This~~lease ~~agreement~~back isthe ~~cancellable~~facility byfrom the ~~prospective~~ purchaser ~~for~~under ~~any~~a ~~reason~~lease ~~during~~that anprovides, ~~inspection~~among ~~period~~other ~~scheduled~~things, toa ~~end~~lease onterm ~~May~~ending ~~24,~~April ~~2015. Accordingly~~30, no2016 ~~assurance~~and ~~can~~rent beof ~~given~~approximately ~~that~~$35,000 ~~this~~per ~~sale will be completed~~month.

- 78 -

Note F – Goodwill and Other Intangible Assets:

The Company measures its goodwill for impairment at the end of each year or in the event of an impairment indicator. No impairment losses have been recognized as a result of this testing. Goodwill balances are summarized as follows:

	Gross Carrying Value			Accumulated Amortization
Balance, December 31, 2014	$	3,285,689		$	(1,064,343	)
Currency translation adjustment	(7455,~~809~~448		)	3627,~~472~~033
Balance, March 31, 2015	$	3,210,880		$	(1,027,871	)
Balance, June 30, 2015	$	3,230,241		$	(1,037,310	)

Other intangible assets consist of the following:

		March 31, 2015					December 31, 2014
		June 30, 2015					December 31, 2014
	AverageLife(years)	GrossCarryingValue		AccumulatedAmortization			GrossCarryingValue		AccumulatedAmortization
Copyrights, trademarks and other registrations	19	$	99,100	$	(7273,~~012~~333	)	$	99,100	$	(70,690	)
Business license	1	3534,~~022~~398		(3534,~~022~~398		)	37,193		(29,240		)
Other	19	12,600		(9,~~156~~324		)	12,600		(8,988		)
		$	146,~~722~~098	$	(~~116~~117,~~190~~055	)	$	148,893	$	(108,918	)

Amortization expense related to other intangible assets totaled approximately $73,300 and $411,~~600~~100 for the quarters ended ~~March~~June 3130, 2015 and 2014, respectively, and $10,600 and $15,700 for the six months ended June 30, 2015 and 2014, respectively. The aggregate estimated amortization expense for intangible assets remaining as of ~~March~~June 3130, 2015 is as follows:

Remainder of 2015	$	42,~~467~~978
2016	5,957
2017	5,957
2018	5,957
2019	5,957
Thereafter	2,237
	$	3029,~~532~~043

Note G – Accrued Liabilities:

Accrued liabilities consist of the following:

	March 31, 2015		December 31, 2014
	June 30, 2015		December 31, 2014
Distributor commissions and awards	$	~~890~~785,~~126~~263	$	867,336
Salaries and wages	~~502~~432,~~699~~956		468,192
Sales and property taxes	5579,~~211~~034		73,954
Interest	6,~~979~~612		7,339
Other	1713,~~708~~257		3,229
	$	1,~~472~~317,~~723~~122	$	1,420,050

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Note H – Long-Term Obligations:

Long-term obligations consist of the following:

	March 31, 2015			December 31, 2014
	June 30, 2015			December 31, 2014
Mortgage note payable bearing interest at 7.75%, payable in monthly installments of $25,797 through April 2019, collateralized by land and building, and personally guaranteed by the Company’s Chairman of the Board of Directors and Chief Executive Officer	$	1,080,735		$	1,136,347
Mortgage note payable bearing interest at 7.75%, payable in monthly installments of $25,797 through April 2019, collateralized by land and building, and personally guaranteed by the Company’s Chairman of the Board of Directors	$	1,023,914		$	1,136,347
Less – current maturities	(~~234~~238,~~014~~578		)	(229,538		)
	$	~~846~~785,~~721~~336		$	906,809

The fair value of long-term debt is estimated based on interest rates for the same or similar instruments offered having the same or similar maturities and collateral requirements. At ~~March~~June 3130, 2015, the fair value of fixed-rate long-term debt was approximately $1,~~165~~095,000, which was $8471,000 above the carrying value of approximately $1,~~081~~024,000. At December 31, 2014, the fair value of fixed-rate long-term debt was approximately $1,226,000, which was $90,000 above the carrying value of approximately $1,136,000.

As more fully described in Note E, this mortgage note was fully paid in July 2015 in connection with the sale of the land and building that secured the note.

Note I – Share-Based Compensation:

The Company records compensation expense for all share-based payments based on the estimated grant date fair value. There was no share-based compensation expense recognized for the ~~three~~quarters ended June 30, 2015 or 2014, or the six months ended ~~March~~June 3130, 2015. Share-based compensation was $~~800~~2,100 for the ~~three~~six months ended ~~March~~June 3130, 2014. There were no material tax benefits related to share-based compensation expense because virtually all share-based compensation resulted from grants of incentive stock options.

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option pricing model. There were no option grants during the quarters or six months ended ~~March~~June 3130, 2015 or 2014.

A summary of stock option activity for the ~~three~~six months ended ~~March~~June 3130, 2015 is as follows:

	Options		Weighted-Average Exercise Price per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding on December 31, 2014	50,896		$	4.35
Granted	—		—
Exercised	—		—
Forfeited/canceled	(5,080	)	3.83
Outstanding on March 31, 2015	45,816		$	4.41	2.7	$	—
Outstanding on June 30, 2015	45,816		$	4.41	2.2	$	900
Exercisable on March 31, 2015	45,816		$	4.41	2.7	$	—
Exercisable on June 30, 2015	45,816		$	4.41	2.2	$	900

There ~~wereno~~were no non-vested stock options as of ~~March~~June 3130, 2015 or changes to non-vested stock options during the ~~three~~six months then ended.

As of ~~March~~June 3130, 2015, there was no unrecognized compensation cost related to stock option grants.

Note J – Segments and Geographic Area:

- 10 -

The Company's segments are based on the organizational structure that is used by management for making operating and investment decisions and for assessing performance. Based on this structure, the Company has two operating segments: Nutritional Products and Medical Products.

The Nutritional Products segment manufactures and distributes a line of approximately 100 nutritional supplements and personal care products, including herbs, vitamins and minerals, as well as natural skin, hair and body care products. Nutritional Products are marketed under the "RBC Life" brand name through subsidiaries in North America and Southeast Asia. These products are distributed by a network comprised of independent Associates and NFR program participants in certain markets, primarily North America and Southeast Asia, and by licensees in other international markets. For the most part, licensees also market the Nutritional Products in their respective territories through a network of independent Associates.

- 9 -

distributed by a network comprised of independent Associates and NFR program participants in certain markets, primarily North America and Southeast Asia, and by licensees in other international markets. For the most part, licensees also market the Nutritional Products in their respective territories through a network of independent Associates.

The Medical Products segment markets a line of over 35 wound care products under the "MPM Medical" brand name through a subsidiary operating primarily in the U.S. These wound care products are distributed to hospitals, nursing homes, home health care agencies, clinics and pharmacies through a network of medical/surgical supply dealers, pharmaceutical distributors and our own sales representatives. Medical Products are used to treat and manage pain associated with wounds, in the acute care, long-term care and oncology markets.

The Company evaluates the performance of its segments primarily based on operating ~~profit~~income (loss). All intercompany transactions have been eliminated, and intersegment revenues are not significant. In calculating operating ~~profit~~income (loss) for these two segments, administrative expenses incurred that are common to the two segments are allocated on a usage basis.

Segment information is as follows (U.S. dollars in 000s):

	Nutritional Products			Medical Products			Consolidated
Three Months Ended March 31, 2015
Quarter Ended June 30, 2015
Net sales	$	34,~~849~~560		$	1,~~511~~632		$	56,~~360~~192
Depreciation and amortization	98134			15			~~113~~149
Operating loss	(771		)	(6		)	(777		)
Operating income (loss)	(387		)	82			(305		)
Capital expenditures	—			—			—
Total assets	12,171			2,689			14,860
Quarter Ended June 30, 2014
Net sales	$	6,392		$	1,493		$	7,885
Depreciation and amortization	135			16			151
Operating income (loss)	48			(15		)	33
Capital expenditures	333			—			333
Total assets	13,655			3,089			16,744
Six Months Ended June 30, 2015
Net sales	$	8,409		$	3,143		$	11,552
Depreciation and amortization	232			30			262
Operating income (loss)	(1,158		)	76			(1,082		)
Capital expenditures	38			—			38
Total assets	12,~~388~~171			2,~~515~~689			14,~~903~~860
Three Months Ended March 31, 2014
Six Months Ended June 30, 2014
Net sales	$	410,~~122~~514		$	13,~~591~~084		$	513,~~713~~598
Depreciation and amortization	~~124~~259			1531			~~139~~290
Operating income (loss)	(~~544~~496		)	5237			(~~492~~459		)
Capital expenditures	~~304~~636			—			~~304~~636
Total assets	13,~~290~~655			3,~~613~~089			16,~~903~~744

- 11 -

Financial information summarized geographically is as follows (U.S. dollars in 000s):

	Three Months Ended March 31, 2015				Three Months Ended March 31, 2014
	Quarter Ended June 30, 2015				Quarter Ended June 30, 2014
	Net sales		Long-Lived assets		Net sales		Long-Lived assets
Domestic	$	2,~~057~~311	$	6,~~165~~043	$	2,~~339~~219	$	6,~~114~~087
Russia/Eastern Europe	1,~~064~~865		—		23,~~010~~342		—
Canada	~~210~~202		~~427~~437		~~333~~328		~~491~~505
Southeast Asia	1,~~967~~735		~~327~~297		~~991~~1,937		~~239~~456
All others	6279		—		4059		—
Totals	$	56,~~360~~192	$	6,~~919~~777	$	57,~~713~~885	$	67,~~844~~048
	Six Months Ended June 30, 2015				Six Months Ended June 30, 2014
	Net sales		Long-Lived assets		Net sales		Long-Lived assets
Domestic	$	4,368	$	6,043	$	4,533	$	6,087
Russia/Eastern Europe	2,929		—		5,352		—
Canada	412		437		661		505
Southeast Asia	3,702		297		2,928		456
All others	141		—		124		—
Totals	$	11,552	$	6,777	$	13,598	$	7,048

Significant Customers

The Company recorded sales of Nutritional Products to Coral Club International, Inc. ("CCI"), a licensee of the Company, in the amounts of $1,~~064~~865,000 and $23,~~010~~342,000 during the quarters ended ~~March~~June 3130, 2015 and 2014, respectively, and $2,929,000 and $5,352,000 during the six months ended June 30, 2015 and 2014, respectively. The President of CCI is a former member of our Board of Directors and beneficially owns approximately 18% of our common stock. The Company also recorded sales of Medical Products to a medical/surgical dealer (see Note L for additional information related to this dealer) in the amounts of $~~507~~574,000 and $~~680~~711,000 during the quarters ended ~~March~~June 3130, 2015 and 2014, respectively, and $1,081,000 and $1,391,000 during the six months ended June 30, 2015 and 2014, respectively. In no other case did a customer of the Company account for more than 10% of net sales during the quarters or six months ended ~~March~~June 3130, 2015 and 2014.

Foreign Currency Translation

The local currency is the functional currency for the Company’s foreign operations. Related assets and liabilities are translated into United States dollars at exchange rates existing at the balance sheet date, and revenues and expenses are translated at weighted-average exchange rates. The foreign currency translation adjustment is recorded as a separate component of shareholders’ equity and is included in accumulated other comprehensive income (loss).

- 12 -

Note K – Loss Per Share:

Summarized basic and diluted loss per common share was calculated as follows:

- 10 -



	Net Loss			Weighted Average Shares	Per Share
Quarter Ended June 30, 2015
Basic loss per common share	$	(245,628	)	2,212,350	$	(0.11	)
Effect of dilutive stock options	—			—
Diluted loss per common share	$	(245,628	)	2,212,350	$	(0.11	)
Quarter Ended June 30, 2014
Basic loss per common share	$	(6,644	)	2,212,350	$	(0.00	)
Effect of dilutive stock options	—			—
Diluted loss per common share	$	(6,644	)	2,212,350	$	(0.00	)
Six Months Ended June 30, 2015
Basic loss per common share	$	(795,618	)	2,212,350	$	(0.36	)
Effect of dilutive stock options	—			—
Diluted loss per common share	$	(795,618	)	2,212,350	$	(0.36	)
Six Months Ended June 30, 2014
Basic loss per common share	$	(384,532	)	2,212,350	$	(0.17	)
Effect of dilutive stock options	—			—
Diluted loss per common share	$	(384,532	)	2,212,350	$	(0.17	)

	Net Loss			WeightedAverageShares	Per Share
Three Months Ended March 31, 2015
Basic loss per common share	$	(549,990	)	2,212,350	$	(0.25	)
Effect of dilutive stock options	—			—
Diluted loss per common share	$	(549,990	)	2,212,350	$	(0.25	)
Three Months Ended March 31, 2014
Basic loss per common share	$	(377,888	)	2,212,350	$	(0.17	)
Effect of dilutive stock options	—			—
Diluted loss per common share	$	(377,888	)	2,212,350	$	(0.17	)

The average number of stock options that were outstanding, but not included in the computation of diluted loss per common share because their exercise price was greater than the average market price of the common stock, or were otherwise anti-dilutive, was approximately 46,000 and 61,400 for the quarters and six months ended June 30, 2015 and 2014, respectively.

The average number of stock options that were outstanding, but not included in the computation of diluted loss per common share because their exercise price was greater than the average market price of the common stock, or were otherwise anti-dilutive, was approximately 46,000 and 69,400 for the quarters ended March 31, 2015 and 2014, respectively.

Note L – Legal Proceedings:

Medical/Surgical Dealer - One medical/surgical dealer accounts for a significant portion of our Medical Products sales. This dealer distributes our Medical Products and provides services primarily to nursing homes and obtains reimbursement for the price of our products from Medicare. This dealer accounted for approximately $~~507~~1,081,000 and $~~680~~1,391,000, or 9% and 1210%, of the Company's net sales during the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014, respectively.

On February 27, 2012, we were notified that this dealer filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central District of California in Santa Ana, California on February 24, 2012. According to its bankruptcy petition, this dealer filed its petition as the most effective means of stabilizing its finances as it resolved a reimbursement guidelines dispute with Medicare, which the dealer believed was improperly withholding payments. ~~The~~ ~~petition stated that this dealer relied on Medicare payments for more than 90% of its revenue and that Medicare had suspended payments to the dealer.~~ In a press release issued by the dealer at the time of the filing, the dealer stated that the Chapter 11 filing would allow it to continue operating without interruption while it resolved its payment dispute with Medicare as expeditiously as possible. In July 2014, pursuant to an arrangement approved by the Bankruptcy Court, this dealer's pre-petition accounts receivable balance was paid in full. WeIn ~~continue~~May to2015, ~~fill~~ this dealer's ~~post-petition~~emerged ~~orders,~~from ~~with~~bankruptcy ~~payments~~following ~~received~~the inBankruptcy ~~accordance~~Court's ~~with~~confirmation ~~our~~of ~~normal~~its ~~terms~~plan of reorganization.

Environmental Research Center - On April 4, 2014, the Company received a notice from Environmental Research Center ("ERC"), a California non-profit corporation, alleging that the Company failed to include a warning notice related to lead content on labels ~~of certain nutritional products sold in California as required under California's Safe Drinking Water and Toxic Enforcement Act of 1986 (commonly known as Proposition 65).~~

During the first quarter of 2015, the Company and ERC entered into a settlement agreement, which is subject to approval by the Court having jurisdiction over this matter, pursuant to which the Company agreed to modify its labeling of the affected products and pay certain settlement costs.- ~~These~~13 ~~settlement costs have been recognized in the accompanying condensed consolidated financial statements.~~-

~~Mannatech - The Company has been notified that Mannatech, Incorporated, a distributor~~ of certain nutritional ~~supplement~~ products, ~~filed~~sold ~~suit~~in ~~against~~California ~~the~~as ~~Company~~required onunder ~~April 28, 2015 alleging patent infringement with respect to sales of two of the Company~~California's ~~products. The~~Safe ~~Company~~Drinking isWater ~~currently assessing this matter~~ and isToxic ~~unable~~Enforcement atAct ~~this~~of ~~time~~1986 to(commonly ~~reasonably~~known ~~estimate~~as ~~the~~Proposition ~~related financial impact~~65).

During the first quarter of 2015, the Company and ERC entered into a settlement agreement, which was approved by the Court having jurisdiction over this matter, pursuant to which the Company agreed to modify its labeling of the affected products and pay certain settlement costs. These settlement costs have been recognized in the accompanying condensed consolidated financial statements.

Mannatech - On April 28, 2015, Mannatech, Incorporated, a distributor of nutritional supplement products, filed suit against the Company alleging patent infringement with respect to sales of two of the Company's products. In July 2015, the parties entered into a settlement agreement and the suit was dismissed.

From time to time, we are a party to claims, litigation or other legal or administrative proceedings that we consider to arise in the ordinary course of our business. No assurances can be given regarding the outcome of these or any other pending proceedings, or the ultimate effect such outcomes may have. However, other than as stated above, we do not believe we are a party to any legal or administrative proceedings which, if determined adversely to us, individually or in the aggregate, would have a material effect on our financial position, results of operations or cash flows.

- 1114 -


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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this report and the audited consolidated financial statements and notes thereto included in the 2014 Form 10-K.

FORWARD-LOOKING STATEMENTS

The statements included in this report, other than statements of historical or present facts, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). All statements, other than statements of historical or present facts, that address activities, events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as, but not limited to, “may”, “will”, “expect", “intend”, “estimate”, “anticipate” or “believe.” These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. Although we believe that the expectations and assumptions reflected in the forward-looking statements are reasonable, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond our control. Our forward-looking statements speak only as of the date on which this report was filed with the SEC. We expressly disclaim any obligation to issue any updates or revisions to our forward-looking statements, even if subsequent events cause our expectations to change regarding the matters discussed in those statements. Over time, our actual results, performance, or achievements will likely differ from the anticipated results, performance, or achievements that are expressed or implied by our forward-looking statements, and such differences might be significant and materially adverse to our shareholders.

We may experience variations in our actual results, performance, or achievements from quarter to quarter and/or year to year as a result of factors that include the following:

• The level of recruiting and retention of our ~~associates~~Associates in the North America and Southeast Asia markets and territories served by our licensees;


•	Variations in the level of business activity generated by our key customers;


•	The opening of new markets;

• The timing and efficacy of ~~company~~Company-sponsored events, promotions, and other marketing and sales initiatives;


•	New product introductions;


•	The negative impact of new regulations or changes in existing regulations domestically and/or internationally that may limit or restrict the sale of certain products;


•	The integration and operation of new information technology systems;


•	The inability to introduce new products or the introduction of new products by competitors;


•	Entry into one or more of our markets by competitors;


•	General conditions in the nutritional supplement industry, the network marketing industry, and the wound care industry; and


•	General economic conditions globally and/or in markets where we or our licensees conduct business.

As a result of these and other risks and uncertainties, sales, expenses, and results of operations could vary significantly in the future, and period-to-period comparisons should not be relied upon as indications of future performance. The foregoing list of risks and uncertainties may not contain all of the risks and uncertainties that could affect us. Please consider our forward-looking statements in light of these risks and uncertainties as you read this report.

OVERVIEW

The following discussion should be read in conjunction with management’s discussion and analysis contained in the 2014 Form 10-K, and with the condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

We operate in two industry segments, Nutritional Products and Medical Products.

• Through the Nutritional Products segment, we distribute products in three broad categories: wellness products, fitness products and personal care products. Products include herbal formulas, vitamins, minerals, antioxidants and personal care products. In certain markets, principally in North America and Southeast Asia, we distribute Nutritional Products directly through a network comprised of independent Associates and individuals who participate in our NFR program. In certain other markets, we distribute Nutritional Products through exclusive license arrangements with third parties who, for the most part, distribute our products through an independent Associate network in the licensed territory.

•- 15 Through the Medical Products segment, we distribute wound care products. These products are distributed mainly in the U.S. to hospitals, nursing homes, clinics and pharmacies through traditional medical/surgical supply dealers,-

~~- 12~~In -certain other markets, we distribute Nutritional Products through exclusive license arrangements with third parties who, for the most part, distribute our products through an independent Associate network in the licensed territory.

• Through the Medical Products segment, we distribute wound care products. These products are distributed mainly in the U.S. to hospitals, nursing homes, clinics and pharmacies through traditional medical/surgical supply dealers, pharmaceutical distributors and our own sales representatives. Medical Products are used to treat and manage pain associated with wounds, in the acute care, long-term care and oncology markets.

Sales by segment in dollars and as a percentage of consolidated net sales are as follows:

	Three Months Ended March 31,
	Quarters Ended June 30,
	2015				2014
	(U.S. dollars in 000’s)
Nutritional Products:
Associate network	$	2,~~756~~647	5243	%	$	23,~~084~~016	3638	%
Licensees	1,~~094~~912		2031	%	23,~~038~~376		3643	%
	3,850		72	%	4,122		72	%
	4,559		74	%	6,392		81	%
Medical Products	1,~~510~~633		2826	%	1,~~591~~493		2819	%
	$	56,~~360~~192	100	%	$	57,~~713~~885	100	%
	Six Months Ended June 30,
	2015				2014
	(U.S. dollars in 000’s)
Nutritional Products:
Associate network	$	5,403	47	%	$	5,100	37	%
Licensees	3,006		26	%	5,414		40	%
	8,409		73	%	10,514		77	%
Medical Products	3,143		27	%	3,084		23	%
	$	11,552	100	%	$	13,598	100	%

Associate Network. Sales in this channel are dependent upon the number and productivity of our Associates. Accordingly, growth in sales is generally dependent upon the sponsorship of new Associates and retention of existing Associates. Factors that affect the number of new recruits and active Associates include entry into new geographic markets, introduction of new products, and promotional activities.

The following table sets forth our Associate networks' net sales (including NFR sales) by geographic region as a percentage of total net sales for the periods indicated:

	Three Months Ended March 31,
	Six Months Ended June 30,
	2015		2014
U.S.	2124	%	3630	%
Canada	8		1613
Southeast Asia	7168		4857
	100	%	100	%

Licensees. In this channel we sell Nutritional Products to third parties who purchase products from us in accordance with a license arrangement that gives the licensee exclusive rights to distribute our products in the licensed territory. For the most part, licensees are required to distribute our products in the licensed territory through network marketing. Net sales in this distribution channel are mainly dependent upon the licensee's success in building a distribution network in the licensed territory.

Our principal licensee is CCI, which accounted for virtually all of our licensees' net sales in the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014. Following the completion of a ten-year exclusive distributorship agreement between the parties, in August 2014, the Company entered into a new two-year exclusive distributorship agreement with CCI. Under the new agreement, CCI’s exclusive territory includes Russia and other countries located primarily in Europe and Central Asia. In consideration of the rights granted to CCI under the agreement, CCI is required to purchase certain minimum amounts of products from the Company each year, which minimum amounts are consistent with the previous agreement. The President of CCI is a former member of our Board of Directors and beneficially owns approximately 18% of our common stock.

~~CCI~~- 16 orders products from the Company and pays for products when they are segregated in the Company's warehouse for CCI’s account. Once segregated, products are stored until CCI provides shipping instructions; segregated products are not subject to return except in the case of a manufacturing defect. The Company's sales to CCI may fluctuate from quarter to quarter, based on changes in sales demand through CCI's Associate network, regulatory changes and other logistical considerations. The backlog related to CCI’s account was $4,164,000 and $5,867,000 at March 31, 2015 and 2014, respectively.-

~~Under~~territory ~~the~~includes ~~previous~~Russia ~~agreement,~~and ~~CCI~~other ~~was~~countries ~~required~~located toprimarily ~~pay~~in ~~the~~Europe ~~Company~~and aCentral ~~monthly royalty calculated as a percentage of its sales of the Company's products~~Asia. ~~Under~~In ~~the~~consideration ~~new agreement, in lieu~~ of ~~a royalty,~~ the ~~prices~~rights atgranted ~~which products are sold~~ to CCI ~~were~~under ~~marked up to include~~ the ~~royalty~~agreement, soCCI ~~that~~is norequired ~~additional~~to ~~royalty~~purchase iscertain ~~due~~minimum ~~upon~~amounts ~~the~~of ~~sale~~products offrom the Company's ~~products~~each byyear, ~~CCI. To~~which ~~affect~~minimum ~~the~~amounts ~~transition~~are ofconsistent ~~royalty~~with ~~calculations under~~ the previous agreement. The ~~and~~President ~~the new agreement, the Company recognized royalties~~ of ~~$941,000~~CCI onis a ~~one-time~~former ~~basis~~member ~~in August 2014. Of this amount, approximately $476,000 was recorded as royalty revenue in the third quarter~~ of ~~2014~~our ~~while~~Board ~~the remainder was recorded as deferred revenue pending shipment~~ of ~~the~~Directors ~~related~~and ~~products.These~~beneficially ~~royalties~~owns ~~are~~approximately ~~being paid over an~~ 18~~-month~~% ~~period which began October 2014 in the approximate amount~~ of ~~$52,000~~our ~~per~~common ~~month~~stock.

~~- 13~~CCI -orders products from the Company and pays for products when they are segregated in the Company's warehouse for CCI’s account. Once segregated, products are stored until CCI provides shipping instructions; segregated products are not subject to return except in the case of a manufacturing defect. The Company's sales to CCI may fluctuate from quarter to quarter, based on changes in sales demand through CCI's Associate network, regulatory changes and other logistical considerations. The backlog related to CCI’s account was $3,093,000 and $3,907,000 at June 30, 2015 and 2014, respectively.

Under the previous agreement, CCI was required to pay the Company a monthly royalty calculated as a percentage of its sales of the Company's products. Under the new agreement, in lieu of a royalty, the prices at which products are sold to CCI were marked up to include the royalty so that no additional royalty is due upon the sale of the Company's products by CCI. To affect the transition of royalty calculations under the previous agreement and the new agreement, the Company recognized royalties of $941,000 on a one-time basis in August 2014. Of this amount, approximately $476,000 was recorded as royalty revenue in the third quarter of 2014 while the remainder was recorded as deferred revenue pending shipment of the related products. These royalties are being paid over an 18-month period which began October 2014 in the approximate amount of $52,000 per month.

Medical Products. We sell Medical Products primarily in the U.S. to wholesalers such as medical/surgical dealers and pharmaceutical distributors and directly to various health care providers such as hospitals, nursing homes, clinics and pharmacies through our own sales representatives. In some cases, wholesalers and distributors maintain their own sales forces to market products that they supply, which include our products.

This segment's largest customer, a medical/surgical dealer, accounted for 34% and 4345% of the net sales of our Medical Products during the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014, respectively. OnIn ~~February~~May 242015, ~~2012,~~ this dealer emerged from bankruptcy after having filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in ~~the~~February U2012.~~S. Bankruptcy Court for the Central District of California in Santa Ana, California.~~ See Note L - Legal Proceedings in the accompanying condensed consolidated financial statements for further information related to these proceedings.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements and related disclosures in conformity with US GAAP requires us to make estimates and judgments that affect the amounts reported in our financial statements and accompanying footnotes. On an on-going basis, we evaluate these estimates and assumptions based on historical experience and various other factors and circumstances. Our management believes that the estimates and assumptions are reasonable in the circumstances; however, actual results may vary from these estimates and assumptions under different future circumstances.

Management believes that there have been no significant changes during the ~~three~~six months ended ~~March~~June 3130, 2015 to the items that we disclosed as our critical accounting policies and estimates in Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2014 Form 10-K.

- 17 -

RESULTS OF OPERATIONS

The following table sets forth our operating results as a percentage of net sales for the periods indicated:

	Three Months Ended March 31,
	Quarters Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	43.15		4447.37		43.3		46.3
Gross profit	56.95		5552.73		56.7		53.7
Operating expenses:
General and administrative	4842.85		4734.60		45.5		39.8
Distributor commissions	2016.8		1416.62		18.7		15.5
Depreciation and amortization	12.81		2.1.7		1.9		1.8
Total operating expenses	7161.4		6451.39		66.1		57.1
Operating loss	(14.5	)	(8.6	)
Operating income (loss)	(4.9	)	0.4		(9.4	)	(3.4	)
Interest expense	0.4		0.43		0.3		0.3
Loss before income taxes	(14.9	)	(9.0	)
Earnings (loss) before income taxes	(5.3	)	0.1		(9.7	)	(3.7	)
Benefit for income taxes	(4.6	)	(2.4	)
Provision (benefit) for income taxes	(1.3	)	0.2		(2.8	)	(0.9	)
Net loss	(104.30	)%	(60.61	)%	(6.9	)%	(2.8	)%

~~Three~~Quarter ~~months~~ ended ~~March~~June 3130, 2015 compared with the ~~three~~quarter ~~months~~ ended ~~March~~June 3130, 2014 (U.S. dollars in 000s except per share amounts)

Net sales. Net sales for the ~~three~~quarter ~~months~~ ended ~~March~~June 3130, 2015 were $56,~~360~~192 compared with net sales for the same period in 2014 of $57,~~713~~885, a decrease of $~~353~~1,693, or 621%. This decrease resulted from a $~~272~~1,833 decrease in net sales of Nutritional Products ~~and~~that anwas partially offset by a $81140 decrease in net sales of Medical Products. The decrease in net sales of Nutritional Products resulted from a $~~944~~369 decrease in net sales tothrough our ~~licensees~~Associate ~~that~~network ~~was~~and ~~partially offset by~~ a $~~672~~1,464 ~~increase~~decrease in net sales ~~through~~to our ~~Associate network~~licensees.

Associate Network. ~~Net~~Overall, net sales through the Associate network channel ~~increased~~decreased by $~~672~~369 during the ~~three~~second ~~months ended March~~quarter ~~31,~~of 2015 compared to the same period in 2014. ~~The~~This ~~increase~~decrease in sales was primarily attributable to ~~sales~~a ~~growth~~$198 decline in ~~our~~Taiwan ~~Southeast~~sales ~~Asia~~and ~~markets,~~a ~~which~~$167 ~~reported~~decline ~~increased~~in North American sales. Associate network sales during the ~~first~~second ~~three~~quarter ~~months~~ of 2015 were negatively affected by certain operating issues that arose in connection with the deployment of ~~$976. Sales~~a ~~growth~~new computer system in ~~Asia~~April ~~was~~2015. ~~attributable~~These tooperating issues were largely resolved by the ~~opening~~end of the second quarter.

~~- 14~~Licensees. Net -sales to our licensees decreased as a result of decreased shipments to CCI; sales to CCI decreased $1,477, or 44%, during the second quarter of 2015. Sales to CCI are impacted by a variety of factors including global economic trends, regulatory changes and logistical considerations, which can impact the timing of shipments into CCI's markets.

ofMedical ~~offices~~products. Sales into ~~Malaysia~~the ~~and~~largest ~~Indonesia~~customer in ~~February~~this ~~2014~~segment, which distributes wound care products and ~~June~~provides services to the nursing home market, declined $137 during the second quarter of 2015 compared to the second quarter of 2014. Sales to this dealer in the second quarter of 2015 were approximately $574, ~~respectively~~or 35%, of the net sales of our Medical Products. ~~Sales~~In ~~growth~~May 2015, the dealer emerged from bankruptcy after having filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in ~~Southeast~~February ~~Asia~~2012. See Note L - Legal Proceedings for further information related to these proceedings. The decrease in sales to this distributor was ~~partially~~more than offset by aan increase in sales to other customers of $~~304~~277. This ~~decline~~sales inincrease ~~North~~was ~~American~~primarily attributable to increased sales of certain collagen-based wound care products.

~~Licensees~~Cost of sales. ~~Net~~Cost of sales tofor ~~our~~the ~~licensees~~quarter ~~decreased~~ended asJune 30, a2015 ~~result~~was of$2,693 ~~decreased~~compared ~~shipments~~with to$3,763 ~~CCI;~~for ~~sales~~the toquarter ~~CCI~~ended ~~decreased~~June 30, 2014, a decrease of $~~946~~1,070, or 4728%. As a percentage of net sales, ~~during~~cost ~~the~~of ~~first~~sales ~~three~~was ~~months~~approximately 44% in the second quarter of 2015~~. Sales~~ toand ~~CCI~~48% ~~are~~in ~~impacted~~the bysecond aquarter ~~variety~~of 2014. The decrease in cost of ~~factors~~sales ~~including~~as ~~global~~a ~~economic~~percentage ~~and~~of ~~political~~net ~~factors,~~sales ~~regulatory~~was ~~changes~~primarily ~~and~~the ~~logistical~~result ~~considerations,~~of ~~which~~a ~~can~~shift ~~impact~~in the ~~timing~~mix of ~~shipments~~sales ~~into~~toward ~~CCI's~~lower ~~markets.~~cost Associate network and Medical Products sales from higher cost licensee sales.

Medical products. Sales to the largest customer in this segment, which distributes wound care products and provides services to the nursing home market, declined by $173 during the first three months of 2015 compared to the first three months of 2014. Sales to this dealer in the first three months of 2015 were approximately $507, or 34%, of the net sales of our Medical Products. In February 2012, this customer filed for Chapter 11 bankruptcy protection. See Note L - ~~Legal Proceedings in the accompanying condensed consolidated financial statements for further information related to these proceedings.~~ ~~Sales~~18 ~~to other customers increased $92 during the first three months of 2015 primarily due to increased sales of certain collagen~~-~~based wound care products.~~

~~Cost~~General ofand ~~sales~~administrative. ~~Cost~~ ofGeneral ~~sales~~and administrative expenses for the ~~three~~quarter ~~months~~ ended ~~March~~June 3130, 2015 ~~was~~were $2,~~311~~632 compared with ~~$2,531~~expenses ~~for~~in the ~~three~~second ~~months~~quarter ~~ended~~of ~~March 31,~~ 2014 of $2,679, a decrease of $~~220~~47, or 92%. This Asdecrease ~~a percentage of net sales, cost of sales~~ was ~~approximately~~primarily ~~43%~~attributable into ~~the~~lower ~~first~~incentive ~~three~~and ~~months~~promotional ofexpenses ~~2015~~that ~~and~~was ~~44%~~partially inoffset ~~the~~by ~~first~~higher ~~three~~foreign ~~months~~exchange ~~of 2014~~losses. ~~The~~ ~~decrease~~As ~~in cost of sales as~~ a percentage of net sales, ~~was~~general ~~primarily~~and ~~the~~administrative ~~result~~expenses ofwere a43% ~~shift~~and 34% in the ~~mix~~quarters ofended ~~sales~~June 30, ~~toward~~2015 ~~lower~~and ~~cost~~2014, ~~Associate network products sales that was partially offset by lower gross margins associated with licensee sales due to a change in product mix~~respectively.

~~General~~Distributor ~~and administrative~~commissions. ~~General~~Distributor ~~and~~commissions ~~administrative~~were ~~expenses~~$1,042 for the ~~three~~quarter ~~months~~ ended ~~March~~June 3130, 2015 ~~were $2,617~~ compared with ~~expenses~~$1,278 in the ~~first~~second ~~three~~quarter ~~months~~ of 2014 ~~of $2~~,~~721,~~ a decrease of $~~104~~236, or 418%. ~~This~~ With ~~decrease~~respect ~~was attributable~~ to ~~the~~ ~~one-time~~our ~~write~~Associate ~~off~~network, ofdistributor ~~certain~~commissions ~~start~~as upa ~~costs~~percentage ~~associated~~of ~~with~~commissionable ~~our~~sales ~~entry~~(exclusive ~~into~~of ~~Hong~~rebates ~~Kong~~that inare ~~the~~recorded ~~first~~as ~~quarter~~a reduction of ~~2014 that~~sales) ~~did~~decreased ~~not~~to ~~recur~~approximately 39% in the ~~first~~second quarter of 2015 ~~and~~compared ~~lower~~to ~~sales~~42% ~~and~~in ~~marketing~~the ~~expenses~~same period in ~~North America~~2014. ~~These~~ This ~~expense~~decrease ~~reductions~~was ~~were~~primarily ~~partially~~attributable ~~offset~~to bylower ~~increased~~commissions ~~expenses~~paid ~~associated~~as ~~with~~a ~~our~~result ~~Malaysia~~of ~~and~~the ~~Indonesia~~sales ~~offices~~decline ~~that~~during ~~opened~~the inquarter. On ~~February~~a ~~2014~~consolidated ~~and~~basis, ~~June~~distributor ~~2014,~~commissions ~~respectively. As~~as a percentage of net sales, ~~general and administrative expenses~~ were 4917% and 4816% in the ~~three~~quarters ~~months~~ ended ~~March~~June 3130, 2015 and 2014, respectively.

~~Distributor~~Income ~~commissions~~taxes. We ~~Distributor~~recorded ~~commissions~~a ~~were~~benefit ~~$1,115~~ for ~~the~~income ~~three~~taxes ~~months~~of ~~ended March 31, 2015 compared with~~ $~~834~~80 inand ~~the~~a ~~first~~provision ~~three~~for ~~months~~income oftaxes ~~2014, an increase~~ of $~~281,~~15 orduring ~~34%. This increase corresponds to~~ the ~~increase~~quarters inended ~~Associate network sales in the first three months of 2015 compared to Associate network sales in the first three months of 2014. With respect to our Associate network~~June 30, ~~distributor commissions as a percentage of commissionable sales (exclusive of rebates that are recorded as a reduction of sales) were approximately 40% in the first three months of~~ 2015 and 2014~~. On~~, ~~a consolidated basis~~respectively, ~~distributor~~based ~~commissions~~on asour aestimate ~~percentage~~ of ~~net~~the ~~sales~~effective ~~were~~annual ~~21%~~income ~~and~~tax ~~15%~~rate infor the ~~three~~applicable ~~months ended March 31, 2015 and 2014, respectively~~period.

~~Income~~Net ~~taxes~~loss. WeAs ~~recorded~~a ~~income~~result ~~tax benefits~~ of ~~$248~~the ~~and~~factors ~~$140~~described ~~during~~above, the ~~three~~net ~~months~~loss for the quarter ended ~~March~~June 3130, 2015 ~~and~~was ~~2014~~$246, ~~respectively~~or $0.11 per share, ~~based~~compared onwith ~~our~~a ~~estimate~~net ofloss in the ~~effective~~second ~~annual~~quarter ~~income~~of ~~tax~~2014 ~~rate~~of ~~for~~$7, ~~the~~or ~~applicable~~$0.00 ~~period~~per share.

~~Net~~ ~~loss. As~~Six ~~a result of the factors described above, the net loss for the three~~ months ended ~~March~~June 3130, 2015 ~~was $550, or $0.25 per share,~~ compared with ~~a net loss in~~ the ~~first~~six ~~three~~ months ofended June 30, 2014 of(U.S. ~~$378,~~dollars orin ~~$0.17~~000s except per share. amounts)

Net sales. Net sales for the six months ended June 30, 2015 were $11,552 compared with net sales for the same period in 2014 of $13,598, a decrease of $2,046, or 15%. This decrease resulted from a $2,105 decrease in net sales of Nutritional Products that was partially offset by a $59 increase in net sales of Medical Products. The decrease in net sales of Nutritional Products resulted from a $2,408 decrease in net sales to our licensees that was partially offset by a $303 increase in net sales through our Associate network.

Associate network. Net sales through the Associate network channel increased by $303 during the six months ended June 30, 2015 compared to the same period in 2014. The increase in sales was due to sales growth in our Southeast Asia markets, which reported increased sales during the first six months of 2015 of $774. Sales growth in Asia was attributable to the opening of offices in Malaysia and Indonesia in February 2014 and June 2014, respectively. Sales growth in Southeast Asia was partially offset by a $471 decline in North American sales.

Licensees. Net sales to our licensees decreased as a result of decreased shipments to CCI; sales to CCI decreased $2,423, or 45%, during the first six months of 2015. Sales to CCI are impacted by a variety of factors including global economic and political factors, regulatory changes and logistical considerations, which can impact the timing of shipments into CCI's markets.

Medical Products. Sales to the largest customer in this segment, which distributes wound care products and provides services to the nursing home market, declined by $310 during the first six months of 2015 compared to the first six months of 2014. Sales to this dealer in the first six months of 2015 were approximately $1,081, or 34%, of the net sales of our Medical Products. In May 2015, the dealer emerged from bankruptcy after having filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in February 2012. See Note L - Legal Proceedings in the accompanying condensed consolidated financial statements for further information related to these proceedings. Sales to other customers increased $369 during the first six months of 2015 primarily due to increased sales of certain collagen-based wound care products.

Cost of sales. Cost of sales for the six months ended June 30, 2015 was $5,003 compared with $6,294 for the six months ended June 30, 2014, a decrease of $1,291, or 21%. As a percentage of net sales, cost of sales was approximately 43% in the first six months of 2015 and 46% in the first six months of 2014. The decrease in cost of sales as a percentage of net sales was primarily the result of a shift in the mix of sales toward lower cost Associate network and Medical Products from higher cost licensee sales.

General and administrative. General and administrative expenses for the six months ended June 30, 2015 were $5,249 compared with expenses in the first six months of 2014 of $5,400, a decrease of $151, or 3%. This decrease was attributable to the one-time write off of certain start up costs associated with our entry into Hong Kong in the first quarter of 2014 that did not recur in 2015 and lower sales and marketing expenses in North America. These expense reductions were partially offset by increased expenses associated with our Malaysia and Indonesia offices that opened in February 2014 and June 2014, respectively. As a percentage of net sales, general and administrative expenses were 46% and 40% in the six months ended June 30, 2015 and 2014, respectively.

Distributor commissions. Distributor commissions were $2,157 for the six months ended June 30, 2015 compared with $2,113 in the first six months of 2014, an increase of $44, or 2%. With respect to our Associate network, distributor commissions as a

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percentage of commissionable sales (exclusive of rebates that are recorded as a reduction of sales) were approximately 39% in the first six months of 2015 and 41% in the first six months 2014. On a consolidated basis, distributor commissions as a percentage of net sales were 19% and 16% in the six months ended June 30, 2015 and 2014, respectively.

Income taxes. We recorded income tax benefits of $328 and $124 during the six months ended June 30, 2015 and 2014, respectively, based on our estimate of the effective annual income tax rate for the applicable period.

Net loss. As a result of the factors described above, the net loss for the six months ended June 30, 2015 was $796, or $0.36 per share, compared with a net loss in the first six months of 2014 of $385, or $0.17 per share.

LIQUIDITY AND CAPITAL RESOURCES (U.S. dollars in 000s)

Cash and working capital. During the first ~~three~~six months of 2015, we had a net decrease in cash of $~~999~~1,006 compared with a net decrease in cash of $1,~~815~~633 in the first ~~three~~six months of 2014. At ~~March~~June 3130, 2015, we had working capital of $21,~~036~~815, a $~~704~~925 decrease from working capital at December 31, 2014 of $2,740. During the ~~quarter~~first six months of 2015, working capital and cash fluctuated significantly due to the timing of cash receipts from customers, payments to vendors, and the reasons described below.

Operating activities. In the first ~~three~~six months of 2015, our operating activities used cash flow of $~~863~~837. In the first ~~three~~six months of 2014, our operating activities ~~provided~~used cash flow of $~~1,434~~863. The net loss adjusted for non-cash activities, including depreciation and amortization, share-based compensation and deferred taxes, used cash flows of $~~686~~863 and $~~379~~230 in the first ~~three~~six months of 2015 and 2014, respectively. Cash was also used during the first ~~three~~six months of 2015 to ~~reduce~~increase ~~accounts~~inventories ~~payable and accrued liabilities~~ by $~~242~~324, which iswas ~~generally~~primarily ~~attributable~~related to ~~the~~additional ~~normal~~inventory ~~fluctuation~~ in ~~timing~~Southeast ofAsia ~~billings~~required ~~from~~to ~~and~~support ~~payments~~current tosales ~~suppliers~~levels, and toreduce anaccounts ~~increase~~payable inand ~~prepaid~~accrued ~~expenses~~liabilities by $~~145~~208, which ~~was~~is ~~primarily~~generally attributable to ~~payments~~the innormal ~~connection~~fluctuation ~~with~~in ~~the renewal~~timing of ~~insurance~~billings ~~contracts~~from and ~~maintenance~~payments ~~agreements~~to suppliers. These uses of cash were partially offset by cash flow provided by an increase in deferred revenue of $~~110~~305 in the first ~~three~~six months of 2015, which ~~represented~~was ~~$230~~primarily ofrelated ~~cash~~to ~~received~~an increase in ~~March~~inventory ~~2015~~held for ~~Associate~~later ~~network~~shipment ~~orders~~to ~~that~~CCI, ~~were~~and ~~not~~a ~~shipped~~decline ~~until~~in ~~April~~accounts ~~2015~~receivable ~~that~~of ~~was~~$189, ~~partially~~which ~~offset~~is bygenerally aattributable ~~net~~to ~~decrease~~the innormal ~~CCI's~~fluctuation ~~order~~in ~~deposits~~timing ~~and~~of ~~inventory~~billings ~~held~~to ~~for~~and ~~later~~payments ~~shipment~~from customers.

-Investing activities. During the first six months of 2015, we used $38 for capital expenditures, which was related to the replacement of our Associate Sales and Marketing computer system with a new computer system that was deployed in April 2015. In December 2013, the Company engaged GSAT, Inc. to develop the new Associate Sales and Marketing computer system. 15The -founder and CEO of GSAT, Inc. is a member of our Board of Directors.

~~Investing~~On ~~activities.~~July 15, ~~During~~2015, we completed the ~~first~~previously ~~three~~announced ~~months~~sale of ~~2015,~~our weheadquarters ~~used~~office/warehouse ~~$38~~facility ~~for~~located ~~capital~~in ~~expenditures~~Irving, ~~which~~Texas ~~was~~for ~~related~~approximately to$5.18. ~~the~~After ~~replacement~~repayment of ~~our~~outstanding ~~Associate~~mortgage ~~Sales~~debt ~~and~~of ~~Marketing~~approximately ~~computer~~$1.13 ~~system~~secured ~~with~~by athis ~~new~~facility ~~computer~~and ~~system~~payment ~~that~~of ~~was~~other ~~deployed~~closing incosts ~~April~~and ~~2015.~~adjustments, Inwe ~~December~~received ~~2013,~~net ~~the~~cash ~~Company~~proceeds ~~engaged~~of ~~GSAT,~~approximately ~~Inc~~$3.75. Effective toupon ~~develop~~closing ~~the~~of ~~new~~this ~~Associate~~sale, ~~Sales~~we ~~and~~entered ~~Marketing~~into ~~computer~~an ~~system. The~~agreement ~~founder~~to ~~and~~lease ~~CEO~~back ofthe ~~GSATi~~facility isfrom the purchaser under a ~~member~~lease ofthat ~~our~~expires ~~Board~~on ofApril ~~Directors~~30, 2016.

InFinancing ~~April~~activities. ~~2015,~~During wethe ~~entered~~first ~~into~~six anmonths ~~agreement~~of ~~to sell our headquarters office/warehouse facility located in Irving~~2015, ~~Texas~~financing ~~for~~activity ~~approximately~~included ~~$5.2 million. Pursuant to~~ the ~~terms~~repayment of ~~this~~long-term ~~agreement,~~debt ~~following~~in the ~~closing~~amount of ~~the~~$112. During ~~sale, we will lease back~~ the ~~facility~~first ~~from~~six ~~the~~months ~~purchaser~~of ~~through April 2016~~2014, ~~while~~financing weactivity ~~relocate~~included tothe arepayment ~~new~~of ~~facility.~~long-term ~~This~~debt ~~agreement~~in ~~is cancellable by~~ the ~~prospective~~amount ~~purchaser~~of ~~for any reason during an inspection period scheduled to end on May 24, 2015~~$104. ~~Accordingly, no assurance can be given that this sale will be completed.~~

Financing activities. During the first three months of 2015, financing activity included the repayment of long-term debt in the amount of $56. During the first three months of 2014, financing activity included the repayment of long-term debt in the amount of $52.

Share repurchase program. On August 28, 2013, the Company announced that the Board of Directors had authorized a plan to repurchase, at management's discretion, up to 111,000 shares of common stock, representing 5% of the Company's outstanding common stock. The Company's repurchase plan was effective as of that date and expired on February 28, 2015. No common stock repurchase transactions were executed as a result of the share repurchase program.

General liquidity and cash flows. Presently, the Company is considering alternative sources of capital, including bank borrowings, ~~real estate financing~~ and other types of debt or equity financings to facilitate our expansion in Asia and provide flexibility in the event of a decrease in demand for our products, including a decrease in demand from our licensees, which could adversely affect our liquidity. We can give no assurance, however, that we will be able to obtain any additional outside financing or obtain financing on terms we would find commercially acceptable. During the next 12 months, we have no significant capital expenditures planned .

Other than those factors described above, we are not aware of any trends or uncertainties that would significantly affect our liquidity or capital resources in the future.


ITEM 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~As required by Rules 13a~~-~~15(b)~~ 20 ~~and 15d~~-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer (as our principal executive officer and principal financial officer, respectively), evaluated as of March 31, 2015, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer (as our principal executive officer and principal financial officer, respectively) concluded that our disclosure controls and procedures, as of March 31, 2015, were effective.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer (as our principal executive officer and principal financial officer, respectively), evaluated as of June 30, 2015, the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer (as our principal executive officer and principal financial officer, respectively) concluded that our disclosure controls and procedures, as of June 30, 2015, were effective to provide reasonable assurance that information required to be disclosed by us in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely discussions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in internal control over financial reporting (as defined in Rule 13(a)-15 or Rule 15d-15 of the Exchange Act) that occurred during the quarter ended ~~March~~June 3130, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION


ITEM 1.	Legal Proceedings.

On February 24, 2012, a medical/surgical dealer that accounted for approximately $~~507~~1,081,000 and $~~680~~1,391,000 of the Company's sales during the ~~three~~six months ended ~~March~~June 3130, 2015 and 2014, respectively, filed a voluntary petition for protection under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Central District of California in Santa Ana, California. See Part I, Item 1, Note L - Legal Proceedings of this report for additional information related to these proceedings, which is incorporated herein by reference.

On April 4, 2014, the Company received a notice from Environmental Research Center, a California non-profit corporation alleging that the Company failed to include a warning notice related to lead content on labels of certain Nutritional Products sold in California as required under California's Safe Drinking Water and Toxic Enforcement Act of 1986. During the first quarter of 2015, the Company and ERC entered into a settlement agreement, which was approved by the Court having jurisdiction over this matter, pursuant to which the Company agreed to modify its labeling of the affected products and pay certain settlement costs. See Part I, Item 1, Note L - Legal Proceedings of this report for additional information related to this notice, which is incorporated herein by reference.

~~- 16~~On -April 28, 2015, Mannatech, Incorporated, a distributor of nutritional supplement products, filed suit against the Company alleging patent infringement with respect to sales of two of the Company's products. In July 2015, the parties entered into a settlement agreement and the suit was dismissed.

as required under California's Safe Drinking Water and Toxic Enforcement Act of 1986. During the first quarter of 2015, the Company and ERC entered into a settlement agreement, which is subject to approval by the Court having jurisdiction over this matter, pursuant to which the Company agreed to modify its labeling of the affected products and pay certain settlement costs. See Part I, Item 1, Note L - Legal Proceedings of this report for additional information related to this notice, which is incorporated herein by reference.

The Company has been notified that Mannatech, Incorporated, a distributor of nutritional supplement products, filed suit against the Company on April 28, 2015 alleging patent infringement with respect to sales of two of the Company's products. See Part I, Item 1, Note L - Legal Proceedings of this report for additional information related to this notice, which is incorporated herein by reference.


ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable


ITEM 3.	Defaults Upon Senior Securities.

Not applicable


ITEM 4.	Mine Safety Disclosures.

Not applicable


ITEM 5.	Other Information.

Not applicable


ITEM 6.	Exhibits.

The Exhibit Index filed herewith is incorporated herein by reference.

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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.

	RBC Life Sciences, Inc.
	Registrant
May 14, 2015	By:	/s/ Steven E. Brown
August 14, 2015	By:	/s/ Steven E. Brown
Date	Its:	Chief Executive Officer
		(principal executive officer)
May 14, 2015	By:	/s/ Daley L. Seeker
August 14, 2015	By:	/s/ Daley L. Seeker
Date	Its:	Vice President-Finance and Chief Financial Officer
		(principal financial and accounting officer)

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RBC LIFE SCIENCES, INC.

Exhibit Index

Exhibit Number	Description
3.1	Amended Articles of Incorporation of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 27, 2014)
3.2	Amended By-laws of the Company (incorporated by reference to the Company’s Annual Report on Form 10-K filed March 27, 2014)
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document *v
101.SCH	XBRL Taxonomy Extension Schema Document *v
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document * v
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document * v
101.LAB	XBRL Taxonomy Extension Label Linkbase Document * v
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document * v

* Filed or furnished electronically herewith.

~~v Pursuant to Rule 406T of Regulation S~~-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act and otherwise are not subject to liability under those sections. ~~The~~24 ~~financial information contained in the XBRL (eXtensible Business Reporting Language)~~-~~related documents is unaudited and unreviewed.~~

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Filing Compare · RBC LIFE SCIENCES, INC.