content: 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) February 19, 1998
  
  
                             NATURAL HEALTH TRENDS CORP.
               (Exact name of Registrant as specified in its charter)
  
  
          Florida                          0-25238                 59-2705336
  (State or other jurisdiction of   (Commission File Number)     (IRS Employer 
  incorporation or organization)                               Identification No.)
  
           2001 West Sample Road, Suite 318, Pompano Beach, Florida 33064
                 (Address of principal executive offices)      (Zip Code)
  
  
         Registrant's telephone number, including area code: (954) 969-9771
  
  
                                         n/a
            (Former name or former address, if changed since last report)
  
  
  
  
  <PAGE>
  
  
  
  Item 5.  Other Events .
  
  
       The NASDAQ Stock  Market,  Inc. has  requested  that Natural  Health Trends
  Corp. (the "Company") file this Current Report on Form 8-K, including  unaudited
  Financial Statements set forth below.
  
        The  following  consolidated  statement of  operations  for the year ended
  December 31, 1997 and the  consolidated  balance sheet at December 31, 1997, are
  derived from the unaudited Financial Statements of the Company,  which have been
  prepared on a basis  consistent  with the audited  Financial  Statements  of the
  Company and, in the opinion of management,  include all adjustments,  consisting
  of  normal  recurring  adjustments,  necessary  for a fair  presentation  of the
  Company's financial position and results of operations.  However,  the Financial
  Statements have not been audited by the Company's  independent  certified public
  accountants and the Company's audited Financial  Statements may contain material
  differences.  In  addition,  the  Financial  Statements  set forth herein do not
  contain  notes to the Financial  Statements  which would appear in the Company's
  audited Financial Statements.
  
  
  
  
  <PAGE>
  
  
  <TABLE>
  
                             NATURAL HEALTH TRENDS CORP.
  
                             CONSOLIDATED BALANCE SHEET
  
                                  December 31, 1997
  
                                     (UNAUDITED)
  
  
  
  <CAPTION>
        ASSETS
  
  CURRENT ASSETS:
  <S>                                                                                          <C>              
    Cash                                                                                       $         124,320
    Restricted cash                                                                                      250,000
    Accounts receivable                                                                                1,988,432
    Inventories                                                                                        1,049,253
    Due from officers                                                                                    142,442
    Due from affiliate                                                                                 ---------
    Prepaid expenses and other current assets                                                            390,128
              TOTAL CURRENT ASSETS                                                                     3,944,575
  
  PROPERTY, PLANT AND EQUIPMENT                                                                        3,355,178
  DEPOSITS AND OTHER ASSETS                                                                            6,966,397
                                                                                                       ---------
  TOTAL ASSETS:                                                                                 $     14,266,150
                                                                                                ================
  
            LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
    Accounts payable                                                                           $       3,033,488
    Accrued expenses                                                                                   1,195,224
    Revolving credit line                                                                                217,422
    Accrued Expenses for Discontinued Operations                                                         338,446
    Current portion of long term debt                                                                  1,737,590
    Deferred revenue                                                                                   1,099,790
    Current portion of accrued consulting contract                                                       246,607
    Other current liabilities                                                                            257,447
            TOTAL CURRENT LIABILITIES                                                                  8,126,014
  
  LONG-TERM DEBT                                                                                       2,596,923
  DEBENTURES PAYABLE                                                                                     183,267
  ACCRUED CONSULTING CONTRACT                                                                            113,524
  ACCRUED EXPENSES DISCONTINUED OPERATIONS                                                                 9,552
  
  COMMON STOCK SUBJECT TO PUT                                                                            380,000
  
  STOCKHOLDERS' EQUITY:
    Preferred stock, $.001 par value, 1,500,000 shares authorized; 2,200  shares
         issued and outstanding                                                                        1,900,703
    Common stock, $.001 par value; 40,000,000 shares authorized;
         30,325,435 shares issued and outstanding at December 31, 1997                                    30,290
    Additional paid-in capital                                                                        11,890,648
    Retained earnings (accumulated deficit)                                                          (10,571,021)
    Common stock subject to put                                                                         (380,000)
    Prepaid stock compensation                                                                           (13,750)
         TOTAL STOCKHOLDERS' EQUITY                                                                    2,856,870
  
                                                                                              $       14,266,150
  </TABLE>
  
  
  
  
  <PAGE>
  
  
  
  
  
  <TABLE>
  <CAPTION>
                             NATURAL HEALTH TRENDS CORP.
  
                        CONSOLIDATED STATEMENTS OF OPERATIONS
  
                            YEAR ENDED DECEMBER 31, 1997
  
                                     (UNAUDITED)
  
  <S>     <C>    <C>    <C>    <C>    <C>    <C>
  
  REVENUES                                                                                            $    6,968,926
  
  COST OF SALES                                                                                            2,746,904
  
  GROSS PROFIT                                                                                             4,222,023
  
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                                             7,411,642
  
  NON-CASH IMPUTED COMPENSATION EXPENSE                                                                      400,000
  
  LITIGATION SETTLEMENT                                                                                      118,206
  
  OPERATING INCOME (LOSS)                                                                                 (3,707,826)
  
  OTHER INCOME (EXPENSE):
     Interest (net)                                                                                         (964,099)
     Other                                                                                                  (103,000)
     Miscellaneous Revenue                                                                                    21,839
                                                                                                          ----------
  
  INCOME (LOSS) FROM CONTINUING OPERATIONS
      BEFORE INCOME TAX                                                                                   (4,753,086)
  
  PROVISION FOR INCOME TAX                                                                                    ---
  
  INCOME (LOSS) FROM CONTINUED OPERATIONS                                                                 (4,753,086)
  
  DISCONTINUED OPERATIONS:
     Income (Loss) From Discontinued                                                                       ----
     Operations                                                                                           (1,993,174)
     (Loss) On Disposal                                                                                     (657,381)
                                                                                                         ------------
  
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS                                                              (2,650,555)
  
  NET INCOME (LOSS)                                                                                     $ (7,403,641)
                                                                                                        =============
  
  INCOME (LOSS) PER COMMON SHARE:
     Continued Operations                                                                                      (0.27)
     Discontinued Operations                                                                                   (0.15)
  
  NET INCOME (LOSS) PER COMMON SHARE                                                                           (0.43)
  
  WEIGHTED AVERAGE COMMON SHARES USED                                                                     17,370,585
  </TABLE>
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  
  
  
  
  
  
                                     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 hereunto duly authorized.
  
  Dated:     February 19, 1998
  
  
  
                                             NATURAL HEALTH TRENDS CORP.
                                                    (Registrant)
  
  
                                             By:  ______________________________
                                                  Neal R. Heller
                                                  President
  
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 10701}]
metadata_filer: {"company-data": {"conformed-name": "NATURAL HEALTH TRENDS CORP", "cik": "0000912061", "assigned-sic": "8200", "irs-number": "592705336", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26272", "film-number": "98545552"}, "business-address": {"street1": "2001 WEST SAMPLE RD", "street2": "STE 318", "city": "POMPANO BEACH", "state": "FL", "zip": "33064", "phone": "9549699771"}, "mail-address": {"street1": "2001 WEST SAMPLE ROAD", "city": "POMPANO BEACH", "state": "FL", "zip": "33064"}}
text: 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) February 19, 1998
  
                             NATURAL HEALTH TRENDS CORP.
               (Exact name of Registrant as specified in its charter)
  
          Florida                          0-25238                 59-2705336
  (State or other jurisdiction of   (Commission File Number)     (IRS Employer 
  incorporation or organization)                               Identification No.)
  
           2001 West Sample Road, Suite 318, Pompano Beach, Florida 33064
                 (Address of principal executive offices)      (Zip Code)
  
         Registrant's telephone number, including area code: (954) 969-9771
  
                                         n/a
            (Former name or former address, if changed since last report)
  Item 5.  Other Events .
  
       The NASDAQ Stock  Market,  Inc. has  requested  that Natural  Health Trends
  Corp. (the "Company") file this Current Report on Form 8-K, including  unaudited
  Financial Statements set forth below.
  
        The  following  consolidated  statement of  operations  for the year ended
  December 31, 1997 and the  consolidated  balance sheet at December 31, 1997, are
  derived from the unaudited Financial Statements of the Company,  which have been
  prepared on a basis  consistent  with the audited  Financial  Statements  of the
  Company and, in the opinion of management,  include all adjustments,  consisting
  of  normal  recurring  adjustments,  necessary  for a fair  presentation  of the
  Company's financial position and results of operations.  However,  the Financial
  Statements have not been audited by the Company's  independent  certified public
  accountants and the Company's audited Financial  Statements may contain material
  differences.  In  addition,  the  Financial  Statements  set forth herein do not
  contain  notes to the Financial  Statements  which would appear in the Company's
  audited Financial Statements.
  NATURAL HEALTH TRENDS CORP.
  
                             CONSOLIDATED BALANCE SHEET
  
                                  December 31, 1997
  
                                     (UNAUDITED)
  ASSETS
  
  CURRENT ASSETS:
  Cash                                                                                       $         124,320
    Restricted cash                                                                                      250,000
    Accounts receivable                                                                                1,988,432
    Inventories                                                                                        1,049,253
    Due from officers                                                                                    142,442
    Due from affiliate                                                                                 ---------
    Prepaid expenses and other current assets                                                            390,128
              TOTAL CURRENT ASSETS                                                                     3,944,575
  
  PROPERTY, PLANT AND EQUIPMENT                                                                        3,355,178
  DEPOSITS AND OTHER ASSETS                                                                            6,966,397
                                                                                                       ---------
  TOTAL ASSETS:                                                                                 $     14,266,150
                                                                                                ================
  
            LIABILITIES AND STOCKHOLDERS' EQUITY
  
  CURRENT LIABILITIES:
    Accounts payable                                                                           $       3,033,488
    Accrued expenses                                                                                   1,195,224
    Revolving credit line                                                                                217,422
    Accrued Expenses for Discontinued Operations                                                         338,446
    Current portion of long term debt                                                                  1,737,590
    Deferred revenue                                                                                   1,099,790
    Current portion of accrued consulting contract                                                       246,607
    Other current liabilities                                                                            257,447
            TOTAL CURRENT LIABILITIES                                                                  8,126,014
  
  LONG-TERM DEBT                                                                                       2,596,923
  DEBENTURES PAYABLE                                                                                     183,267
  ACCRUED CONSULTING CONTRACT                                                                            113,524
  ACCRUED EXPENSES DISCONTINUED OPERATIONS                                                                 9,552
  
  COMMON STOCK SUBJECT TO PUT                                                                            380,000
  
  STOCKHOLDERS' EQUITY:
    Preferred stock, $.001 par value, 1,500,000 shares authorized; 2,200  shares
         issued and outstanding                                                                        1,900,703
    Common stock, $.001 par value; 40,000,000 shares authorized;
         30,325,435 shares issued and outstanding at December 31, 1997                                    30,290
    Additional paid-in capital                                                                        11,890,648
    Retained earnings (accumulated deficit)                                                          (10,571,021)
    Common stock subject to put                                                                         (380,000)
    Prepaid stock compensation                                                                           (13,750)
         TOTAL STOCKHOLDERS' EQUITY                                                                    2,856,870
  
                                                                                              $       14,266,150
  NATURAL HEALTH TRENDS CORP.
  
                        CONSOLIDATED STATEMENTS OF OPERATIONS
  
                            YEAR ENDED DECEMBER 31, 1997
  
                                     (UNAUDITED)
  REVENUES                                                                                            $    6,968,926
  
  COST OF SALES                                                                                            2,746,904
  
  GROSS PROFIT                                                                                             4,222,023
  
  SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                                             7,411,642
  
  NON-CASH IMPUTED COMPENSATION EXPENSE                                                                      400,000
  
  LITIGATION SETTLEMENT                                                                                      118,206
  
  OPERATING INCOME (LOSS)                                                                                 (3,707,826)
  
  OTHER INCOME (EXPENSE):
     Interest (net)                                                                                         (964,099)
     Other                                                                                                  (103,000)
     Miscellaneous Revenue                                                                                    21,839
                                                                                                          ----------
  
  INCOME (LOSS) FROM CONTINUING OPERATIONS
      BEFORE INCOME TAX                                                                                   (4,753,086)
  
  PROVISION FOR INCOME TAX                                                                                    ---
  
  INCOME (LOSS) FROM CONTINUED OPERATIONS                                                                 (4,753,086)
  
  DISCONTINUED OPERATIONS:
     Income (Loss) From Discontinued                                                                       ----
     Operations                                                                                           (1,993,174)
     (Loss) On Disposal                                                                                     (657,381)
                                                                                                         ------------
  
  INCOME (LOSS) FROM DISCONTINUED OPERATIONS                                                              (2,650,555)
  
  NET INCOME (LOSS)                                                                                     $ (7,403,641)
                                                                                                        =============
  
  INCOME (LOSS) PER COMMON SHARE:
     Continued Operations                                                                                      (0.27)
     Discontinued Operations                                                                                   (0.15)
  
  NET INCOME (LOSS) PER COMMON SHARE                                                                           (0.43)
  
  WEIGHTED AVERAGE COMMON SHARES USED                                                                     17,370,585
  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 hereunto duly authorized.
  
  Dated:     February 19, 1998
  
                                             NATURAL HEALTH TRENDS CORP.
                                                    (Registrant)
  
                                             By:  ______________________________
                                                  Neal R. Heller
                                                  President