8-K

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 3, 2008                    

NATURAL HEALTH TRENDS CORP.

(Exact name of Company as specified in its charter)

Delaware	0-26272	59-2705336
(State or other jurisdiction of incorporation)	(Commission File Number)	IRS Employer 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):

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

     On April 3, 2008, Natural Health Trends Corp. (the “Company”) received a letter from The Nasdaq Stock Market stating that the Company is not in compliance with the $10,000,000 minimum stockholders’ equity requirement for continued listing on the Nasdaq Global Market set forth in MarketPlace Rule 4450(a)(3). The Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 31, 2008, reported that the Company’s shareholders’ equity on December 31, 2007, was $9,562,000.

     After evaluating this letter, the Company has decided to apply for a transfer to the Nasdaq Capital Market. The Company believes it meets the continued listing requirements for the Nasdaq Capital Market. Listing on the Nasdaq Capital Market will result in a minor cost savings for the Company. The Company does not believe that stockholders’ liquidity will be adversely impacted by a transfer to the Nasdaq Capital Market. Accordingly, the Company intends to file an application by April 18, 2008, to transfer its Nasdaq listing from the Nasdaq Global Market to the Nasdaq Capital Market.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

99. Press Release of the Company dated April 8, 2008.

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 8, 2008	By:	/s/ Chris Sharng
		Name:	Chris Sharng
		Title:	President

EX-99

EXHIBIT 99

NATURAL HEALTH TRENDS CORP. WILL APPLY FOR TRANSFER TO
NASDAQ CAPITAL MARKET

DALLAS, TX, April 8, 2008 — Natural Health Trends Corp. (NASDAQ: BHIP) announced today that it will apply to transfer its Nasdaq listing from the Nasdaq Global Market to the Nasdaq Capital Market. The Company no longer meets the continued listing standards for the Nasdaq Global Market because, as reported in its Form 10-K for the year ended December 31, 2007, the Company no longer satisfies the $10 million stockholders’ equity requirement set forth in Marketplace Rule 4450(a)(3). The Company has reported that it had stockholders’ equity of $9,562,000 on December 31, 2007.

On April 3, 2008, the Company received a letter from the Nasdaq Stock Market giving notice of its failure to meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq Global Market. After evaluating this letter, the Company has decided to apply for a transfer to the Nasdaq Capital Market. The Company believes it meets the continued listing requirements for the Nasdaq Capital Market. Listing on the Nasdaq Capital Market will result in a minor cost savings for the Company. The Company does not believe that stockholders’ liquidity will be adversely impacted by a transfer to the Nasdaq Capital Market.

About Natural Health Trends Corp.

Natural Health Trends Corp. is an international direct-selling and e-commerce company operating through its subsidiaries throughout Asia, North America, Europe and Latin America. The Company markets premium quality personal care products under the NHT Global brand. Additional information can be found on the Company’s website, and management encourages interested parties to register for updated corporate information via email on the Company’s home page, 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 risks and uncertainties include the risks and uncertainties detailed under the caption “Risk Factors” in our Annual Report on Form 10-K filed on March 31, 2008, 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:

Jean Bono
Natural Health Trends Corp.
Investor.Relations@NHTGlobal.com

SOURCE: Natural Health Trends Corp.