FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For Quarter Ended June 30, 2001

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        For the transition period from to

                         Commission file number: 0-25238

                           NATURAL HEALTH TRENDS CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)

          Florida                                          59-2705336
  State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization                         Identification No.)

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

                                 (972) 819-2035
                 (Issuer's telephone number including area code)

      Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

               Yes   X                                        No

The number of shares of issuer's Common Stock, $.001 par value, outstanding as
of July 22, 2001 was 173,623,724 shares.












                           NATURAL HEALTH TRENDS CORP.

                                      INDEX



                                                                           Page
                                                                          Number
PART I - FINANCIAL INFORMATION
  Item 1.  Financial Statements

           Consolidated  Balance  Sheet as of June 30, 2001
           (unaudited)                                                       1

           Consolidated  Statements of Operations (unaudited)
           for the Six months and Three months ended June 30,
             2001 and 2000                                                   2

           Consolidated  Statements of Cash Flows (unaudited)
           for the Six months ended June 30, 2001 and 2000                   3

           Notes to the financial statements                                4-6

  Item 2.  Management's discussion and analysis or plan of
           operations                                                       6-9

PART II - OTHER INFORMATION

  Item 1   Legal Proceedings                                                 9

  Item 2   Changes in Securities and Use of Proceeds                        9-10

  Item 3   Defaults Upon Senior Securities                                  10

  Item 4   Submission of Matters to a Vote of Security Holders              10

  Item 5   Other Information                                                10


PART III - OTHER

  Item 6.  Exhibits and Reports on Form 8-K                                 10

Signature                                                                   11








                           NATURAL HEALTH TRENDS CORP.

                           CONSOLIDATED BALANCE SHEET

                                   (UNAUDITED)

                                                                    June 30,
                                                                      2001
                                                              ------------------
                                        ASSETS
Current Assets:
       Cash                                                          $1,481,285
       Restricted cash                                                  66, 784
       Account receivables                                              873,816
       Inventories                                                      503,806
       Prepaid expenses and other current assets                         51,377
                                                              ------------------
                Total Current Assets                                  2,977,068

       Property and Equipment, net                                       54,899
       Deposits and Other Assets                                        134,127
                                                              ------------------
                Total Assets                                  $       3,166,094
                                                              ==================

                LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
       Checks written in excess of deposits                   $         525,416
       Accounts payable                                               1,386,205
       Reserve for contingent liability                               3,110,023
       Accrued expenses                                                 678,436
       Accrued bonus payable                                            526,829
       Accrued payroll payable                                          338,674
       Notes payable                                                    286,274
       Notes payable related parties                                    148,274
       Deferred revenue                                                  39,354
                                                              ------------------
                Total Current Liabilities                             7,039,485
                                                              ------------------
Stockholders' Deficit:
       Preferred stock                                                3,319,877
       Common stock                                                     144,355
       Additional paid-in capital                                    26,731,832
       Accumulated deficit                                          (34,069,455)
                                                              ------------------
                Total Stockholders' Deficit                          (3,873,391)
                                                              ------------------
       Total Liabilities and Stockholders' Deficit            $       3,166,094
                                                              ==================





                 See Notes to Consolidated Financial Statements.

                                        1



                           NATURAL HEALTH TRENDS CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)




                                                          Three Months Ended June 30,       Six Months Ended June 30,
                                                            2001               2000            2001             2000
                                                        --------------     -------------  ---------------    ------------
                                                                                               
Revenues                                              $     9,824,203    $    1,768,454 $     13,010,051   $   4,954,672

Cost of Sales                                               2,769,023           463,854        3,408,300       1,146,051
                                                        --------------     -------------  ---------------    ------------
Gross Profit                                                7,055,180         1,304,600        9,601,751       3,808,621

Distributor commissions                                     4,786,743           823,313        6,453,637       2,119,218

Selling, general and administrative expenses                1,050,000         1,325,529        1,793,655       2,559,639
                                                        --------------     -------------  ---------------    ------------
Operating income (loss)                                     1,218,437          (844,242)       1,354,459        (870,236)

Minority interest in loss of subsidiary                             -            64,536                -          64,536
Gain (Loss) on foreign exchange                                  (200)          (19,086)            (244)        (16,445)
Other (expense) income                                         37,989           (26,149)          35,009               -
Interest (net)                                                 (3,118)          (11,286)         (15,534)        (18,200)
                                                        --------------     -------------  ---------------    ------------
  Net income (loss) from continuing operations              1,253,108          (836,227)       1,373,690        (840,345)

Discontinued Operations:
Loss from discontinued operations                                   -            (4,822)               -          (4,822)
                                                        --------------     -------------  ---------------    ------------
  Net income (loss)                                         1,253,108          (841,049)       1,373,690        (845,167)

Preferred stock dividends                                     124,886          (624,899)         230,929             204
                                                        --------------     -------------  ---------------    ------------
Net income (loss) to common shareholders              $     1,128,222    $     (216,150) $     1,142,761   $    (845,371)
                                                        ==============     =============  ===============    ============
Basic income (loss) per common share                  $          0.04    $        (0.02) $          0.04   $       (0.10)
                                                        ==============     =============  ===============    ============
Basic weighted common shares used                          59,245,565         8,754,116       29,622,783       8,754,116
                                                        ==============     =============  ===============    ============
Diluted income (loss) per common share                $          0.01    $        (0.02) $          0.01   $       (0.10)
                                                        ==============     =============  ===============    ============
Diluted weighted common shares used                       190,126,367         8,754,116      160,408,421       8,754,116
                                                        ==============     =============  ===============    ============





                 See Notes to Consolidated Financial Statements.
                                        2




                           NATURAL HEALTH TRENDS CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)



                                                           Six Months Ended
                                                               June 30,
                                                     ---------------------------
                                                          2001           2000
                                                     -------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                  $   1,373,690    $  (845,167)
                                                     --------------  -----------
  Adjustments to reconcile net income (loss)
    to net cash provided by (used in)
    operating activities:
 Depreciation and amortization                            39,589        261,871
 Issuance of common stock in settlement of
    interest                                                   -         78,565
     Changes in assets and liabilities
  Increase in accounts receivable                       (822,048)      (207,732)
 (Increase) decrease in inventories                     (306,737)       258,834
  Increase in prepaid expenses                           (33,785)        (9,678)
 (Increase) decrease in deposits and other assets         52,912        (42,744)
  Increase in accounts payable, cash overdraft
    and reserve for contingent liability               1,374,709        287,052
  Increase (decrease) in accrued expenses                (54,196)       381,434
  Decrease in deferred compensation                            -         55,964
  Decrease in deferred revenue                           (80,061)      (527,831)
  Decrease in other current liabilities                 (331,195)       (31,410)
                                                     --------------  -----------
    Total Adjustments                                     49,052        506,718
                                                     --------------  -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES    1,324,639       (338,449)
                                                     --------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures                                    (24,635)             -
 Proceeds from sale of fixed assets                            -             10
 Business acquisitions, net of cash acquired                   -       (208,203)
 Decrease in restricted cash                               6,050         86,181
                                                     --------------  -----------
NET CASH USED IN INVESTING ACTIVITIES                    (18,586)      (122,012)
                                                     --------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from preferred stock                            50,000      1,000,000
 Proceeds from notes payable and long-term debt           50,000         39,701
 Payments of notes payable and long-term debt            (33,187)      (235,493)
 Redemption of preferred stock                                 -       (359,153)
                                                     --------------   ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 66,813        445,055
                                                     --------------   ----------
NET INCREASE (DECREASE) IN CASH                        1,372,866        (15,406)

CASH, BEGINNING OF PERIOD                                108,419        434,063
                                                     --------------   ----------

CASH, END OF PERIOD                                $   1,481,285    $   418,657
                                                     ==============   ==========




                 See notes to consolidated financial statements.
                                        3



                           NATURAL HEALTH TRENDS CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2001

                                   (UNAUDITED)


1.   BASIS OF PRESENTATION

     The accompanying  unaudited  financial  statements of Natural Health Trends
     Corp.  (the  "Company")  have been  prepared in accordance  with  generally
     accepted accounting  principles for interim financial  information and with
     instructions to Form 10-QSB and Article 10 of Regulation S-X.  Accordingly,
     they do not  include  all of the  information  and  footnotes  required  by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management,  all adjustments  considered  necessary for a
     fair  presentation  (consisting of normal recurring  accruals) of financial
     position  and  results of  operations  for the  interim  periods  have been
     presented.  The  preparation  of financial  statements in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.  Operating results for the six month period ended June 30,
     2001 are not necessarily indicative of the results that may be expected for
     the year ending  December 31, 2001. For further  information,  refer to the
     consolidated  financial  statements and footnotes  thereto  included in the
     Company's  Annual  report on Form  10-KSB for the year ended  December  31,
     2000.

     The Company had a working capital deficiency of approximately $4,062,000 at
     June 30, 2001 and  $5,865,000  at December 31, 2000. We recorded a net loss
     of  approximately  $11,947,000  for the year ended December 31, 2000.  This
     raises substantial doubt about the Company's ability to continue as a going
     concern.  The Company's  continued existence is dependent on its ability to
     generate  profits  from   operations.   While  we  are  unable  to  predict
     profitability  and can make no  assurances,  we  believe  we will  generate
     sufficient  profits to ease our dependency on debt and equity  financing in
     the foreseeable future.


2    FUTURE EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board issued Statements of
     Financial Accounting Standards No. 141, Business Combinations, and No. 142,
     Goodwill and Other Intangible Assets,  effective for fiscal years beginning
     after  December 15,  2001.  Under the new rules,  goodwill  and  intangible
     assets deemed to have indefinite lives will no longer be amortized but will
     be subject to annual  impairment  tests in accordance  with the Statements.
     Other  intangible  assets will  continue to be amortized  over their useful
     lives.  The Company will apply the new rules on accounting for goodwill and
     other intangible assets beginning in the first quarter of 2002. Application
     of the  non-amortization  provisions  of the  Statement are not expected to
     have a material effect on the Company's financial position or operations.



                                        4



3.   During  the  first  six  months of 2001,  the  Company  received  notice of
     conversion  on 2,482,533  shares of Series E, F, G, and H Preferred  Stock.
     The Company issued  103,458,541 shares of common stock in settlement of the
     shares of Preferred Stock and the accrued dividends thereon.  The following
     table sets forth the conversions and the stock price thereof as of the date
     of conversion.


      Preferred stock                          Preferred   Common stock
       Series                  Conversion      stock face   Conversion
      Converted                   Date           value       price

         E                       4-Jan-01        5,236       .01005
         E                      18-Jan-01        3,898        .0075
         E                      22-Jan-01        3,974       .00765
         E                      23-Jan-01        5,452        .0105
         E                      24-Jan-01        7,476        .0144
         E                       8-Feb-01        6,990        .0129
         E                      17-Feb-01       12,856       .01194
         E                      25-Mar-01       23,008      .010965
         E                      12-Mar-01        5,800       .01125
         F                      17-Feb-01      172,118       .02359
         F                      25-Mar-01       30,000         .019
         G                      17-Jan-01       16,000        .0095
         G                      27-Feb-01       13,000       .01425
         G                      26-Feb-01       21,000        .0114
         G                      25-Mar-01       14,400        .0114
         G                      31-Mar-01       17,000       .01235
         H                       5-Feb-01       19,132        .0125
         H                      31-Mar-01       31,561        .0100
         H                       4-Apr-01       30,000        .0105
         H                       5-Apr-01       13,300        .0125
         G                       5-Apr-01       33,000        .0133
         F                       5-Apr-01       25,000        .0133
         E                       6-Apr-01        7,846        .0153
         F                       6-Apr-01       15,000        .0133
         H                      11-Apr-01       52,749        .0185
         E                      11-Apr-01      153,886        .0336
         E                      21-Apr-01      290,982      .038775
         H                      21-Apr-01      150,000        .0453
         F                      21-Apr-01       60,000       .02337
         H                       1-May-01       67,799        .0418
         F                      13-May-01       60,000      .055125
         E                       7-May-01      246,939        .0665
         G                       5-Jun-01      229,800       .02375
         F                       5-Jun-01      495,000         .052
         F                      25-Jun-01      142,330       .01463



                                        5


4.   We sold  100% of our  stock in   Kaire  Nutraceuticals,  Inc.  to  a  South
     African  firm in June 2001.  The  agreement  includes an earn out over five
     years with a minimum of $50,000 per year.  We have fully  reserved any gain
     that may have been  recognized for contingent  liabilities  associated with
     the sale.

5.   In April 2000, we issued an additional $50,000 of Series H Preferred Stock.

6.   In  April  2001,  we  issued  a  promissory note for $50,000, due on demand
     bearing interest at 10% per annum

7.   We issued 3,000,000 shares of common stock in connection with the Founder's
     Agreement in April 2001, in the start-up phase of Lexxus International.  In
     connection with this agreement, we will issue up to an additional 7,000,000
     shares of common  stock to the founding  partners of Lexxus  International,
     Inc.

8.   In April 2001 we issued 200,000 shares of common stock to an individual for
     lending us $50,000.

9.   The Company increased the number of authorized shares to 500,000,000 common
     stock,  par  $.001,  in  January  2001 by a  majority  vote of the Board of
     Directors in order to meet it's  obligations  with  respect to  convertible
     securities.

10.  We issued 500,000 shares of common stock to certain  management  employee's
     of  our  subsidiaries  in  April  2001  and recorded $7,240 of compensation
     expense.

Item 2.Management's Discussion and Analysis or Plan of Operations

     The  following   discussions   should  be  read  in  conjunction  with  the
     consolidated financial statements and notes contained in Item 1 hereof.

Forward Looking Statements

     When used in Form  10-QSB  and in future  filings by the  Company  with the
     Securities and Exchange  Commission,  the words "will likely result",  "the
     Company  expects",   "will  continue",   "is   anticipated",   "estimated",
     "projected",  "outlook"  or similar  expressions  are  intended to identify
     "forward- looking  statements" within the meaning of the Private Securities
     Litigation Act of 1995. The Company wishes to caution  readers not to place
     undue reliance on such forward-looking statements, each of which speak only
     as of the date made.  Such  statements  are  subject  to certain  risks and
     uncertainties  that could cause actual  results to differ  materially  from
     historical  earnings and those  presently  anticipated  or  projected.  The
     Company has no obligation to publicly  release the results of any revisions
     which may be made to any forward-looking  statements to reflect anticipated
     or unanticipated  events or circumstances  occurring after the date of such
     statements.

Overview

     In February 1999, the Company  acquired the assets of Kaire  International,
     Inc. and commenced  marketing and  distributing  a line of natural,  herbal
     based dietary supplements and personal care products through an established
     network  marketing  system.  During 1999, the Company ceased  operations of
     Global  Health  Alternatives  ("GHA") and in March 2001 filed for Chapter 7
     Bankruptcy  protection in U.S. Federal Court, North Dallas. In January 2001
     we launched  Lexxus  International,  Inc., a majority owned  subsidiary and
     commenced  marketing and  distributing a line of woman's topical cream that
     assists in sexual stimulation.

     We sold 100% of our stock in Kaire Nutraceuticals,  Inc. to a South African
     firm in June 2001. The agreement  includes an earn out over five years with
     a minimum of $50,000  per year.  We have fully  reserved  any gain that may
     have been recognized for contingent liabilities associated with the sale.


                                       6


Six Months Ended June 30, 2001 Compared To The Six Months Ended June 30, 2000.

     Net Sales. Net sales were approximately  $13,010,000 and $4,955,000 for the
     six months ended June 30, 2001 and June 30, 2000 respectively;  an increase
     of  $8,055,000  or  162.6%.  Sales for  eKaire.com  declined  approximately
     $2,461,000   which  was  offset  by  sales  of  Lexxus   International   of
     approximately $10,516,000.

     Cost of Goods  Sold.  Cost of goods sold for the six months  ended June 30,
     2001 was approximately $3,408,000 or 26.2% of net sales. Cost of goods sold
     for the six months  ended June 30,  2000 was  approximately  $1,146,000  or
     23.1% of net sales. The total cost of goods sold increased by approximately
     $2,262,000 or 197.4% due to increased  costs  associated with the packaging
     of the Lexxus product line.

     Gross Profit.  Gross profit increased from approximately  $3,809,000 in the
     six  months  ended June 30,  2000 to  approximately  $9,602,000  in the six
     months ended June 30, 2001.  The increase was  approximately  $5,793,000 or
     152.1%.  The increase was attributable to higher sales volume in our Lexxus
     subsidiary.

     Commissions.  Associate commissions were approximately  $6,454,000 or 49.6%
     of  net  sales  in  the  six  months  ended  June  30,  2001   compared  to
     approximately  $2,119,000  or 42.8% of net sales for the six  months  ended
     June  30,  2000.  This  increase  is  attributable  to  the  higher  payout
     percentage associated with the Lexxus compensation plan.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
     administrative  costs decreased from  approximately  $2,560,000 or 51.7% of
     sales in the six months ended June 30, 2000 to approximately  $1,794,000 or
     13.8%  of sales in the six  months  ended  June 30,  2001,  a  decrease  of
     approximately  $766,000 or 29.9%. The decrease is due primarily to eKaire's
     reduction of expenses and Lexxus sharing overhead in its start-up phase.

     Income (loss)from Operations. Operating income (loss) decreased from a loss
     of  approximately  $870,000  in the  six  months  ended  June  30,  2000 to
     operating income of  approximately  $1,354,000 in the six months ended June
     30, 2001  representing  a 255.6%  increase in operating  income  comparable
     periods.

     Gain (Loss) on Foreign  Exchange.  The  Company  operates  subsidiaries  in
     Australia and New Zealand.  During the six months ended June 30, 2001,  the
     net loss on foreign exchange adjustments was $244 compared to a net loss of
     approximately $16,000 in the six months ended June 30, 2000.

     Other Income (expenses). Other expenses of approximately $18,000 or 0.4% of
     sales in the six months  ended June 30, 2000  decreased  to other income of
     approximately  $19,000  or 0.1% of sales in the six  months  ended June 30,
     2001, a change of approximately  $38,000. This increase is due primarily to
     an  decrease in interest  bearing  liabilities  and an increase in interest
     bearing assets.

     Income Taxes.  Income tax benefits were not reflected in either period. The
     anticipated  benefits of utilizing  net  operating  losses  against  future
     profits was not recognized in the six months ended June 30, 2001 or the six
     months  ended June 30, 2000 under the  provisions  of  Financial  Standards
     Board Statement of Financial  Accounting  Standards No. 109 (Accounting for
     Income Taxes),  utilizing its loss  carryforwards  as a component of income
     tax expense. A valuation  allowance equal to the net deferred tax asset has
     been recorded,  as management of the Company has not been able to determine
     that it is more  likely  than not  that the  deferred  tax  assets  will be
     realized.

     Net Income (Loss). Net income from continuing  operations was approximately
     $1,374,000  in the six months  ended June 30, 2001 or 10.6% of net sales as
     compared to a loss of  approximately  $840,000 or 17.0% of net sales in the
     six months ended June 30, 2000.

                                       7


Liquidity and Capital Resources:

     We have funded our working  capital  and capital  expenditure  requirements
     primarily  from cash provided  through  borrowings  from  institutions  and
     individuals, and from the sale of our securities in private placements. Our
     other ongoing  source of cash receipts has been from the sale of eKaire.com
     and Lexxus products.

     In  February  1998,  we issued  $300,000  face amount of Series B Preferred
     Stock,  net of expenses of $38,500.  The Series B Preferred  Stock has been
     converted into 541,330 shares of common stock.

     In April  1998,  we issued  $4,000,000  face  amount of Series C  Preferred
     Stock,  net of expenses  of  $492,500  from the  proceeds  raised,  we paid
     $2,500,000  to retire  $1,568,407  face value of Series A  Preferred  Stock
     outstanding. The Series C Preferred Stock has been converted into 3,608,296
     shares of common stock.

     In August  1998,  we issued  $1,650,000  face  amount of Series E Preferred
     Stock,  net of expenses  of  $210,500.  The Series E  Preferred  Stock pays
     dividends of 10% per annum and is  convertible  into shares of common stock
     at the  lower of the  closing  bid price on the date of issue or 75% of the
     market  value of the common  stock.  In  September  1999,  $610,000 of face
     amount of Series E Preferred  Stock was  converted  into 603,130  shares of
     common stock.  During the first six months of 2001, $774,343 of face amount
     Series E Preferred  Stock was converted  into  28,456,082  shares of common
     stock.

     In March and April 1999, we issued  $1,400,000 of Series H Preferred Stock.
     The  Series H  Preferred  Stock  pays  dividends  of 10% per  annum  and is
     convertible  into  shares of common  stock at the lower of the  closing bid
     price on the date of issue or 75% of the market value of the common  stock.
     In the  first  six  months  of 2001,  $364,542  of face  amount of Series H
     Preferred  Stock were  converted  into  14,403,722  shares of the Company's
     common stock.  In  April 2001,  we issued an additional $50,000 of Series H
     Preferred Stock.

     During the Six months ended June 30, 2001 we converted  $999,448  shares of
     Series F Preferred  stock into  40,893,970  shares of the Company's  common
     stock.

     During the Six months ended June 30, 2001 we converted  $344,200  shares of
     Series G Preferred  stock into  15,732,164  shares of the Company's  common
     stock. These transactions fully retired the Series G Preferred Stock.

     In June 1999, we borrowed $100,000 from Domain  Investments,  Inc. The loan
     bears  interest  at 10% per annum and is  payable  on  demand.  The note is
     convertible  into shares of common stock at a discount  equal to 60% of the
     average  closing bid price of the common stock on the three days  preceding
     notice of conversion. This note has been fully satisfied through conversion
     to common stock during the six months ended June 30, 2001.

     In July and August 1999 we borrowed  $150,000 from Filin  Corporation,  and
     issued a secured  promissory  note due on the  earlier  of 60 days from the
     date of  issuance  or upon the sale of its  securities  resulting  in gross
     proceeds of at least $5,000,000 and bearing interest at the rate of 10% per
     annum,  but in no event less than  $12,000.  In October 1999 we amended the
     promissory  note to  provide  that the note is payable  upon  demand and is
     convertible  into shares of common stock at a discount  equal to 60% of the
     average  closing bid price of the common stock on the three days  preceding
     notice of conversion.

     In October 1999, we borrowed  $100,000  from Domain  Investments,  Inc. The
     loan bears interest at 10% per annum and is payable on demand.  The note is
     convertible  into shares of common stock at a discount  equal to 60% of the
     average  closing bid price of the common stock on the three days  preceding
     notice of conversion. This note has been fully satisfied through conversion
     to common stock during the six months ended June 30, 2001.

                                       8


     In March  2000,  we sold 1,000  shares of Series J  Preferred  Stock with a
     stated value of $1,000 per share realizing net proceeds of $1,000,000.  The
     preferred stock pays a dividend at the rate of 10% per annum. The preferred
     stock and the accrued  dividends thereon are convertible into shares of the
     Company's  common  stock at a  conversion  price  equal to the lower of the
     closing bid price on the date of issuance or 70% of the average closing bid
     price of the common  stock for the lowest  three  trading  days  during the
     twenty  day  period  immediately  preceding  the date on which the  Company
     receives  notice  of  conversion  from a  holder.  In  connection  with the
     offering of the Series J Preferred  Stock,  the Company issued  warrants to
     purchase  141,907  shares of common stock at an exercise price of $1.41 per
     share.

     In February  2001 we borrowed  $50,000 from an  individual.  The loan bears
     interest at 12% interest per annum and was due in April.  We have  received
     an extension on repayment until September 2001.

     At June 30, 2001,  our ratio of current assets to current  liabilities  was
     .42  to  1.0  and  we  had  a  working  capital  deficit  of  approximately
     $4,062,000.

     Cash  provided  by  operations  for the six months  ended June 30, 2001 was
     approximately  $1,325,000 primarily related to operating profits. Cash used
     in investing activities during the period was approximately  $19,000, which
     primarily  relates to the increase of in fixed assets  associated  with our
     Lexxus subsidiary.  Cash provided by financing activities during the period
     was   approximately   $66,000,   primarily  from  a  private  borrowing  of
     approximately $50,000 and proceeds from Series H Preferred stock issued and
     partially offset by the repayment of certain notes payable of approximately
     $33,000.  Total  cash  increased  by  approximately  $1,373,000  during the
     period.

     Our independent  auditors' report on our consolidated  financial statements
     stated as of  December  31,  2000 due to net losses  and a working  capital
     deficit, there is substantial doubt about the company's ability to continue
     as a going concern.  Our subsidiary,  Global Health  Alternatives filed for
     Chapter 7 Bankruptcy protection and received a discharge of all debt in the
     second  quarter  of 2001.  While  there  can be no  assurances,  management
     believes that the  profitability  achieved during the six months ended June
     30, 2001 will continue for the foreseeable future.


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

     The  Company  received 26 notices of  conversion  on its Series E Preferred
     Stock during the six months ended June 30, 2001 and redeemed $774,343, face
     value in exchange for 28,456,082 shares of the Company's common stock.

     The  Company  received 16 notices of  conversion  on its Series F Preferred
     Stock during the six months ended June 30, 2001 and redeemed $999,448, face
     value in exchange for 40,893,970 shares of its common stock.

     The  Company  received 14 notices of  conversion  on its Series G Preferred
     Stock during the six months ended June 30, 2001 and redeemed $344,200, face
     value in exchange for 15,732,164 shares of its common stock.

     The  Company  received 7 notices of  conversion  on its Series H  Preferred
     Stock during the six months ended June 30, 2001 and redeemed $136,771, face
     value in exchange for 10,067,590  shares of its common stock.  In addition,
     we issued 200,000 shares of common stock as  consideration  for the $50,000
     of face value Series H Preferred Stock issued in April 2001.

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     We issued 3,000,000 shares of common stock in connection with the Founder's
     Agreement in April 2001, in the start-up phase of Lexxus International.  In
     connection with this agreement, we will issue up to an additional 7,000,000
     shares of common  stock to the founding  partners of Lexxus  International,
     Inc.

     In April 2001 we issued 200,000 shares of common stock to an individual for
     lending us $50,000.  (See Liquidity and Capital Resources).

     We issued 500,000 shares of common stock to certain management employees in
     April 2001.

     The Company increased the number of authorized shares to 500,000,000 common
     stock,  par  $.001,  in  January  2001 by a  majority  vote of the Board of
     Directors in order to meet it's  obligations  with  respect to  convertible
     securities.

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to Vote of Security Holders

         None

Item 5.  Other Information

           None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         None

         (b)  Reports on Form 8-K

         None




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                                   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, thereunto duly authorized.



                                                     NATURAL HEALTH TRENDS CORP.

                                                    By: /s/ Mark D. Woodburn
                                                         -----------------------
                                                            Mark D. Woodburn
                                                            President



Date:   August 12, 2001



















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