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<SEC-DOCUMENT>0001019056-06-000601.txt : 20060526
<SEC-HEADER>0001019056-06-000601.hdr.sgml : 20060526
<ACCEPTANCE-DATETIME>20060526153933
ACCESSION NUMBER:		0001019056-06-000601
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060523
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:		20060526
DATE AS OF CHANGE:		20060526

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:		06870621

	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)     May 23, 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 May 23, 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. The Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006 was due on May 15, 2006.

         As previously disclosed, on May 8, 2006, the Company filed its Annual
Report on Form 10-K which was incomplete since it omitted Part III of the Form
10-K. This part is frequently incorporated by reference to a company's proxy
statement. Since the Company filed it's Annual Report on Form 10-K late, and has
not amended it to include the Part III information, a hearing with the Nasdaq
Listing Qualifications Panel (the "Panel") has been scheduled for June 1, 2006.
The Panel will consider whether the Company's shares of common stock should
continue to be listed on The Nasdaq National Market. At that hearing, the Panel
will also consider the Company's failure to timely file its Quarterly Report on
Form 10-Q for the first quarter.

         It is not anticipated that the Company's shares of common stock will be
delisted before its hearing with the Panel. However, if the Company fails to
file its Amended Annual Report on Form 10-K/A or its Form 10-Q for the first
quarter, or fails to persuade the 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 May 26, 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: May 26, 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 TRENDS CORP.
Chris Sharng, EVP & CFO
972-241-4080
                                                           FOR IMMEDIATE RELEASE

           NATURAL HEALTH NOTIFIED OF NON-COMPLIANCE WITH NASDAQ RULE

DALLAS, TX, May 26, 2006 -- Natural Health Trends Corp. (NASDAQ NMS: BHIP), an
international direct-selling company, 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. The Company's Annual Report on Form
10-K was due on March 31, 2006. On May 8, 2006, the Company filed a Form 10-K
that was incomplete, since it incorporated certain sections by reference from a
proxy statement that has not been filed. The Company anticipates filing an
amended Annual Report on Form 10-KA with the required information.

The Company timely requested a hearing with the NASDAQ Hearings Panel, and the
hearing has been set for June 1, 2006. On May 23, 2006, the Company received a
letter from NASDAQ stating that it had not received the Company's Form 10-Q for
the quarter ended March 31, 2006, and that this matter will be considered at the
hearing on June 1, 2006, to determine the Company's continued listing. The
Company will file this Form 10-Q late.

It is not anticipated that the Company's shares of common stock will be delisted
before that hearing. However, if the Company fails to file its Amended Annual
Report on Form 10-KA or its Form 10-Q, or fails 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.

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