8-K

                       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) May 11, 2002


                           Natural Health Trends Corp.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


   Florida                           0-25238             59 -2705336
- -------------------                -------------        --------------
(State or Other                    (Commission         (I.R.S. Employer
 Jurisdiction of                    File Number)         Identification
     Incorporation)                                                No.)


                  5605 N. MacArthur Boulevard, 11th Floor
                  Irving, Texas                             75038
                  -------------------------------------     ------
               (Address of Principal Executive Offices)   (Zip Code)


                               (972) 819-2035
                               ------------------
              (Registrant's Telephone Number, Including Area Code)







ITEM 4.                CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

            Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants ("Feldman") was the independent accounting firm for Natural
Health Trends Corp., a Florida corporation (the "Company"), for the fiscal years
ended December 31, 2001 and 2000 and the four month ten day period ended May 10,
2002. The report of Feldman on the 2001 and 2000 consolidated financial
statements of Registrant contained no adverse opinion, disclaimer of opinion or
modification of the opinion except that their report on the 2001 financial
statements contains an explanatory paragraph that states that "the accompanying
financial statements have been prepared assuming that NHTC will continue as a
going concern. The Company had incurred a loss in year ended December 31, 2000
and as more fully described in Note 2, the Company anticipates that additional
funding will be necessary to sustain the Company's operations through the fiscal
year ending December 31, 2001. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty."

            Feldman was merged into Grassi & Co., CPA's, P.C., ("Grassi") and
the principal accountants who had been responsible for the Company's audit
during the years ended December 31, 2001 and 2000 left and started their own
firm called Sherb & Co., LLP ("Sherb"). As a result, on May 11, 2002, the
Company dismissed Grassi and selected Sherb to serve as independent public
accountants for the fiscal year 2002.

            During the two most recent fiscal years and through May 10, 2002,
Registrant has not consulted with Sherb regarding the application of accounting
principles to a specific or contemplated transaction. Neither the Company nor
anyone on its behalf consulted with Sherb regarding the type of audit opinion
that might be rendered on the Company's financial statements or any matter that
was the subject of a disagreement or event as defined at Item 304(a)(2) of
Regulation S-B.

            The decision to change accountants was recommended and approved by
the board of directors of the Company. During the period from January 1, 1999 to
May 10, 2002, and through the date of this report, there were no disagreements
with Feldman on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Feldman, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports on the Company's financial statements as described on Item
304(a)(1)(iv)(A). In addition, there were no such events as described under Item
304(a)(1)(iv)(B) of Regulation S-B during such periods.

            On September 30, 2002, the Company has provided Grassi, with a copy
of the disclosures it is making herein in response to Item 304(a) of Regulation
S-B, and has requested that Grassi provide its response letter, addressed to
the United States Securities and Exchange Commission, pursuant to Item 304(a)(3)
of Regulation S-B, stating whether it agrees with the statements made by the
Company and, if not, stating the respects in which it does not agree. A copy of
Grassi's letter is attached as an exhibit to this Current Report on Form 8-K.




ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

c.          Exhibits:

            Exhibit
            Number         Description

            16             Letter of Grassi & Co. CPAs, P.C.
                          (Formerly Feldman Sherb & Co., P.C.)



                                   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.

                           Natural Health Trends Corp.
                           ----------------------------

Date: September 25, 2002   By:/s/Mark D. Woodburn
                           ---------------------
                           Mark D. Woodburn, President and
                           Chief Executive Officer

EX-16.1

                                  Exhibit 16.1

                     (Grassi & Co., CPA's, P.C. Letterhead)
                      (formerly Feldman Sherb & Co., P.C.)


September 30, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Commissioners:

     We have read the statements made by Natural Health Trends Corp. which was
provided to us on September 30, 2002 (copy attached), which we understand will
be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the
Company's  Form 8-K report  dated May 11, 2002. We agree with the statements
concerning our Firm in such Form 8-K.

Very truly yours,

/s/ Grassi & Co., CPA's, P.C
    -------------------------
    Grassi & Co., CPA's, P.C
   (formerly Feldman Sherb & Co., P.C.)