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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001005477-01-003387.txt : 20010517
<SEC-HEADER>0001005477-01-003387.hdr.sgml : 20010517
ACCESSION NUMBER:		0001005477-01-003387
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20010516

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATURAL HEALTH TRENDS CORP
		CENTRAL INDEX KEY:			0000912061
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-EDUCATIONAL SERVICES [8200]
		IRS NUMBER:				592705336
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		
		SEC FILE NUMBER:	005-51345
		FILM NUMBER:		1641399

	BUSINESS ADDRESS:	
		STREET 1:		2161 HUTTON DR
		STREET 2:		SUITE 126
		CITY:			CARROLLTON
		STATE:			TX
		ZIP:			75006
		BUSINESS PHONE:		3036824637

	MAIL ADDRESS:	
		STREET 1:		2001 WEST SAMPLE ROAD
		STREET 2:		STE 201
		CITY:			POMPANO BEACH
		STATE:			FL
		ZIP:			33064

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENDEAVOUR CAPITAL INVESTMENT FUND SA
		CENTRAL INDEX KEY:			0001129433
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			C5
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		CUMBERLAND HOUSE #27 CUMBERLAND STREET
		STREET 2:		NEW PROVIDENCE, NASSAU THE BAHAMAS

	MAIL ADDRESS:	
		STREET 1:		CUMBERLAND HOUSE #27 CUMBERLAND STREET
		STREET 2:		NEW PROVIDENCE, NASSAU THE BAHAMAS
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SC 13G
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                   ------------------------------------------

                                  SCHEDULE 13G

                        Information Statement pursuant to
                              Rule 13d-1 and 13d-2

                   ------------------------------------------

                           NATURAL HEALTH TRENDS CORP.
                           ---------------------------
                                (Name of Issuer)

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                         (Title of Class of Securities)

                                    63888P103
                                    ---------
                                 (CUSIP Number)

                                January 23, 2001
             -------------------------------------------------------
             (Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                                |_| Rule 13d-1(b)

                                |X| Rule 13d-1(c)

                                |_| Rule 13d-1(d)

                         (Continued on following pages)

                               (Page 1 of 4 Pages)

<PAGE>


CUSIP No. 63888P103                 13G                             Page 2 of 4
- --------------------------------------------------------------------------------
1   NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

The Endeavour Capital Investment Fund S.A.
None
- --------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) |_|
                                                                         (b) |_|
- --------------------------------------------------------------------------------
3   SEC USE ONLY


- --------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION

The Bahamas
- --------------------------------------------------------------------------------
                  5    SOLE VOTING POWER

                        4,877,727 Shares (See Note A)
                  --------------------------------------------------------------
  NUMBER OF       6    SHARED VOTING POWER
    SHARES
 BENEFICIALLY          NONE.
   OWNED BY       --------------------------------------------------------------
     EACH         7    SOLE DISPOSITIVE POWER
  REPORTING
    PERSON             4,877,727 shares (See Note A)
     WITH         --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER

                       None
- --------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    4,877,727 shares (See Note A)
- --------------------------------------------------------------------------------
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                            |_|
- --------------------------------------------------------------------------------
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

    9.99% (See Note A)
- --------------------------------------------------------------------------------
12  TYPE OF REPORTING PERSON*

    CO
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT

Item 1(a).  Name of Issuer.
            NATURAL HEALTH TRENDS CORP.

Item 1(b).  Address of Issuer's Principal Executive Offices.
            2161 Hutton Drive, Ste. 126
            Carrollton, Texas 75006

Item 2(a).  Names of Person Filing.
            The Endeavour Capital Investment Fund S.A.

Item 2(b).  Address of Principal Business Office, or if none, Residence.
            Cumberland House
            #27 Cumberland Street
            Nassau, New Providence
            The Bahamas

Item 2(c).  Citizenship.
            The Bahamas

Item 2(d).  Title of Class of Securities.
            Common Stock, $.001 par value per share.

<PAGE>
                                                               Page 3 of 4 Pages


Item 2(e).  CUSIP Number.

               63888P103

Item 3.     If this statement is filed pursuant to Rules 13d-1(b) or
            13d-2(b), check whether the person filing is a:

            N/A

Item 4.     Ownership.

      (a)   Amount beneficially owned by reporting person: 4,877,727 shares (See
            Note A)
      (b)   Percent of Class: 9.99% (See Note A)
      (c)   Number of shares as to which such person has:
            (i)   Sole power to direct the vote: 4,877,727 shares (See Note A)
            (ii)  Shared power to vote or to direct the vote: none.
            (iii) Sole power to dispose or direct the disposition of the Common
                  Stock: 4,877,727 shares of common stock of the Issuer (See
                  Note A).
            (iv)  Shared power to dispose or direct the disposition of: none.

Item 5.       Ownership of Five Percent or Less of a Class.

              Not applicable.

Item 6.       Ownership of More than Five Percent on Behalf of Another Person.

              Not applicable.

Item 7.       Identification and Classification of the Subsidiary Which
              Acquired the Security Being Reported on By the Parent Holding
              Company.

              Not applicable.

Item 8.       Identification and Classification of Members of the Group.
              Not applicable.

Item 9.       Notice of Dissolution of Group.

              Not applicable.

Item 10.      Certification.
              By signing below, I certify that, to the best of my knowledge and
              belief, the securities referred to above were not acquired and are
              not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction which could have that purpose or
              effect.

<PAGE>
                                                               Page 4 of 4 Pages


      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                  April 3,2001
                                           --------------------------
                                                      (Date)

                                 /s/ The Endeavour Capital Investment Fund, S.A.
                                         By: Barry Herman, President


                                 /s/ [ILLEGIBLE]
                                 -----------------------------------------------
                                                   (Signature)

<PAGE>

                                     NOTE A

Based on information provided by the Issuer, there are 48,826,101 shares of the
Common Stock of the Issuer outstanding.

Reporting Person currently owns 2,270,292 shares of the Common Stock of the
Issuer.

Reporting Person holds shares of the Issuer's 8% Series H Convertible Preferred
Stock having an aggregate stated value of $163,849. Under its terms, the Series
H Convertible Preferred Stock is generally convertible into shares of Common
Stock of the Issuer, where conversions are effected at a conversion rate (the
"Conversion Price") equal to the lower of 1) 75% of the average closing bid
price of the common stock for the three (3) Trading Days immediately preceding
the Notice Date ("Conversion Date") on which the Reporting Person submits a
conversion notice ("Market Price") or, 2) $4.875. The Series H Convertible
Preferred Stock, however, is not currently fully convertible into shares of
Common Stock of the Issuer by the holders, because Section I(D)(11) of Series
H's Certificate of Designations restricts the rights of Reporting Person to
convert if, as a result of such conversion (but without giving effect to shares
issuable upon conversions not yet submitted), the Reporting Person and its
affiliates would have actual ownership of more than 4.99% of the outstanding
shares of the Common Stock of the Issuer which was later modified to 9.99%. Were
such restriction not applicable, Reporting Person would, based on current market
prices of such Common Stock resulting in a Conversion Price of about $.0108 per
share, be able to convert its Convertible Preferred Stock into 15,171,203 shares
of Common Stock. If dividends on the Series H Preferred Stock through the
present were paid (at the option of the Issuer) in Common Stock based on the
same Conversion Price, the Reporting Person would receive an additional
2,493,888 shares of Common Stock.

Reporting Person also holds shares of the Issuer's 10% Series J Convertible
Preferred Stock having an aggregate stated value of $1,000,000. Under its terms,
the Series J Convertible Preferred Stock is generally convertible into shares of
Common Stock of the Issuer, where conversions are effected at a conversion rate
(the "Conversion Price") equal to the lower of 1) 70% of the average of the
lowest three (3) closing bid prices of a share of Common Stock of the Issuer
during the 20 trading days prior to the date ("Conversion Date") on which the
Reporting Person submits a conversion notice ("Market Price") or 2) $1.28. The
Series J Convertible Preferred Stock, however, is not currently fully
convertible into shares of Common Stock of the Issuer by the holders, because
Section 4(D)(2) of Series J's Certificate of Designations restricts the rights
of Reporting Person to convert if, as a result of such conversion (but without
giving effect to shares issuable upon conversions not yet submitted), the
Reporting Person and its affiliates would have actual ownership of more than
4.99% of the outstanding shares of the Common Stock of the Issuer which was
later modified to 9.99%. Were such restriction not applicable, Reporting Person
would, based on current market prices of such Common Stock resulting in a
Conversion Price of about $0.0101 per share, be able to convert its Convertible
Preferred Stock into 99,009,900 shares of Common Stock. If dividends on the
Series J Preferred Stock through the present were paid (at the option of the
Issuer) in Common Stock based on the same Conversion Price, from the March 2,
2000, inception of the dividends, the Reporting Person would receive an
additional 10,769,009 shares of Common Stock.

In addition, the Reporting Person holds five year warrants to purchase 141,907
shares of Common Stock (the "Warrant") at an exercise price of $1.41 per share.
The Warrant restricts the rights of

<PAGE>

Reporting Person to convert if, as a result of such conversion (but without
giving effect to shares issuable upon exercises not yet submitted), the
Reporting Person and its affiliates would have actual ownership of more than
9.99% of the outstanding shares of Common Stock of the Issuer.

If all of the Convertible Preferred Stock were currently fully convertible and
converted, if the cumulative dividends on the entire amount of the Convertible
Preferred Stock were paid in Common Stock at the same Conversion Price and if
the Warrants were fully exercised, and if the Reporting Person's currently owned
shares were included, the Reporting Person's total shares of Common Stock would
be 30,846,299 shares.

The exact number of shares that would be issuable to the Reporting Person upon
such conversions cannot be specified at this time, because the actual conversion
rate at the time of any given conversion may be higher or lower.

The Reporting Person disclaims any beneficial interest or voting rights in the
shares of Common Stock of the Issuer held by or issuable upon the exercise of
any conversion or other rights held by any other holder of shares or such rights
of the Issuer.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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