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<SEC-DOCUMENT>0001019056-06-000461.txt : 20060421
<SEC-HEADER>0001019056-06-000461.hdr.sgml : 20060421
<ACCEPTANCE-DATETIME>20060421171622
ACCESSION NUMBER:		0001019056-06-000461
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060418
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060421
DATE AS OF CHANGE:		20060421

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATURAL HEALTH TRENDS CORP
		CENTRAL INDEX KEY:			0000912061
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190]
		IRS NUMBER:				592705336
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-26272
		FILM NUMBER:		06773432

	BUSINESS ADDRESS:	
		STREET 1:		12901 HUTTON DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		972-241-4080

	MAIL ADDRESS:	
		STREET 1:		12901 HUTTON DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>natural_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported)     April 18, 2006
                                                         -----------------------

                           NATURAL HEALTH TRENDS CORP.
- --------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)


         Delaware                      0-26272                  59-2705336
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission               IRS Employer
     of incorporation)               File Number)           Identification No.)


2050 Diplomat Drive                   Dallas, TX                    75234
- --------------------------------------------------------------------------------
    (Address of principal executive offices)                      (Zip Code)


Company's telephone number, including area code         (972) 241-4080
                                                --------------------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company under any of the
following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
<PAGE>

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

         On April 18, 2006, Natural Health Trends Corp. (the "Company") received
a letter from The Nasdaq Stock Market stating that the Company is not in
compliance with Marketplace Rule 4310(c)(14), which obligates Nasdaq listed
issuers to timely file those reports and other documents required to be filed
with the Securities and Exchange Commission. As previously disclosed, the
Company will be filing its Annual Report on Form 10-K late.

         Since the Company anticipates requesting a hearing with the Nasdaq
Hearings Panel, or filing its Annual Report on Form 10-K, by April 25, 2006, it
is not anticipated that the Company's shares of common stock will be delisted on
April 27, 2006. However, if the Company fails to file its Annual Report on Form
10-K, or to persuade the Hearings Panel to provide the Company with an exception
to Marketplace Rule 4310(c) (14), the Company's shares of Common Stock may be
subject to delisting by The Nasdaq Stock Market.


Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

       99.   Press Release of the Company dated April  21, 2006.






                                   SIGNATURES

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



                                        NATURAL HEALTH TRENDS CORP.


Date: April 21, 2006
                                        By: /s/ CHRIS SHARNG
                                            ------------------------------------
                                            Name: Chris Sharng
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer

                                       2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex_99.txt
<DESCRIPTION>EXHIBIT 99
<TEXT>
                                                                      Exhibit 99

Natural Health Notified of Non-Compliance with NASDAQ Rule
Friday, April 21, 2006

Natural Health Trends Corp. (NASDAQ: BHIP - News) announced today that on April
18, 2006 it received a letter from The Nasdaq Stock Market stating that the
Company is not in compliance with Marketplace Rule 4310(c)(14), which obligates
Nasdaq listed issuers to timely file those reports and other documents required
to be filed with the Securities and Exchange Commission. As previously
disclosed, the Company will be filing its Annual Report on Form 10-K late.

Since the Company anticipates requesting a hearing with the Nasdaq Hearings
Panel, or filing its Annual Report on Form 10-K, by April 25, 2006, it is not
anticipated that the Company's shares of common stock will be delisted on April
27, 2006. However, if the Company fails to file its Annual Report on Form 10-K,
or to persuade the Hearings Panel to provide the Company with an exception to
Marketplace Rule 4310(c) (14), the Company's shares of Common Stock may be
subject to delisting by The Nasdaq Stock Market.

Natural Health Trends Corp. is an international direct-selling company operating
in more than 15 markets throughout Asia, North America, and Latin America. The
Company markets premium quality personal care, health and lifestyle products
under the Lexxus brand and markets its nutritional supplement products under the
Kaire brand. Additional information can be found on the Company's website, and
management encourages interested parties to register for updated corporate
information via e-mail on the Company's homepage,
www.naturalhealthtrendscorp.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
- -- Forward-looking statements in this release do not constitute guarantees of
future performance. Such forward-looking statements are subject to risks and
uncertainties that could cause our actual results to differ materially from
those anticipated. Such statements may relate, among other things, to our
relationship with our distributors; our need to continually recruit new
distributors; our internal controls and accounting methods that may require
further modification; regulatory matters governing our products and network
marketing system; our ability to recruit and maintain key management; adverse
publicity associated with our products or direct selling organizations; product
liability claims; our reliance on outside manufacturers; risks associated with
operating internationally, including foreign exchange risks; product
concentration; dependence on increased penetration of existing markets; the
competitive nature of our business; and our ability to generate sufficient cash
to operate and expand our business. For a more detailed discussion of the risks
and uncertainties of our business, please refer to our Annual Report on Form
10-K for the fiscal year ended December 31, 2004 filed with the Securities and
Exchange Commission. We assume no obligation to update any forward-looking
information contained in this press release or with respect to the announcements
described herein.



Contact:
Natural Health Trends Corp.
Chris Sharng, 972-241-4080
or
Porter, LeVay & Rose, Inc.
Michael Porter, President - Investor Relations
Linda Decker, VP - Investor Relations
Jeff Myhre, VP - Editorial
212-564-4700
Fax: 212-244-3075
www.plrinvest.com
- -----------------
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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