UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A
                                (Amendment No. 1)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934.
                                       or
[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934.

                   For the fiscal year ended December 31, 2001

                         Commission file number 0-011228

                           NATURAL HEALTH TRENDS CORP.
                 (Name of Small Business Issuer in Its Charter)

                 Florida                                      59-2705336
     (State or Other Jurisdiction of                       (I.R.S. Employer
      Incorporation or Organization)                      Identification No.)

   12901 Hutton Drive, Dallas, Texas                             75234
(Address of principal executive office)                        (Zip Code)

Issuer's Telephone Number, Including Area Code:        (972) 241-4080
Securities registered pursuant to Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this Form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         Issuer's revenues for its most recent fiscal year: $22,989,943.

         The aggregate market value of the voting stock held by non-affiliates
of the Issuer as of April 1, 2002 was approximately $7,237,000 based upon a
closing price of $2.49 per share).

         The number of shares of the Common Stock of the issuer outstanding as
of April 1, 2002 was 2,906,335.

                      DOCUMENTS INCORPORATED BY REFERENCE:

         None.

<PAGE>

                           Natural Health Trends Corp.
                                  Form 10-KSB/A
                                (Amendment No. 1)
                               2001 Annual Report

Explanatory Note:
-----------------
The purpose of this amendment is to amend Part II Item 6 - Management's
Discussion and Analysis and Part II, Item 7 -Financial Statements for the
restatements identified in note 2 to the consolidated financial statements and
to give effect to the 1 for 100 reverse stock split in March 2003. All other
items remain unchanged from the original filing.

During the quarters ended September 30 and December 31, 2003, the Company
re-evaluated its financial statements for the years ended December 31, 2002 and
2001, the quarterly periods included in such years and the quarterly periods
ended March 31, June 30 and September 30, 2003. As a result of such review, the
Company determined that it inadvertently applied the incorrect accounting
treatment with respect to the following items:

         (i)      revenue recognition with respect to administrative enrollment
                  fees;
         (ii)     revenue cut-off between 2002 and 2003;
         (iii)    reserves established for product returns and refunds;
         (iv)     the gain recorded in connection with the sale of a subsidiary
                  in 2001;
         (v)      income tax provisions; and
         (vi)     stock option based compensation.

Consequently, the Company is amending and restating its financial statements for
each quarter in 2001, 2002 and 2003 as well as the Form 10-KSB for the years
ended December 31, 2001 and 2002.

                                       2
<PAGE>

PART II
-------

ITEM  6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  -----------------------------------------------------------
AND RESULTS OF OPERATIONS.
-------------------------

Background

     Prior to August 1997, the operations of NHTC consisted of the operation of
natural health care centers and vocational schools. Upon the acquisition of GHA
on July 23, 1997, NHTC commenced the marketing and distribution of a line of
natural, over-the-counter homeopathic pharmaceutical products. Upon the
acquisition of certain Kaire assets in 1999, NHTC started the marketing and
distribution of a line of natural, herbal-based dietary supplements and personal
care products through a network marketing distribution system. NHTC discontinued
the operations of GHA during the fourth quarter of 1999 and filed for Chapter 7
bankruptcy in March 2001 on behalf of GHA and Ellon. In January 2001, NHTC
acquired Lexxus, which primarily sells "quality-of-life" products.

     NHTC's common stock, par value $0.001 per share (the "Common Stock") is
listed on the OTCBB. In March 2003, we effected a 1-for-100 reverse stock split
with respect to our outstanding shares of Common Stock. In addition, the trading
symbol for the shares of our Common Stock changed from "NHTC" to "NHLC". The
effect of the reverse is reflected throughout this document.

Restatement of Previously Issued Financial Statements

During the quarters ended September 30 and December 31, 2003, the Company
re-evaluated its financial statements for the years ended December 31, 2002 and
2001, the quarterly periods included in such years and the quarterly periods
ended March 31, June 30 and September 30, 2003. As a result of such review, the
Company determined that it inadvertently applied the incorrect accounting
treatment with respect to the following items:

     (i)   revenue recognition with respect to administrative enrollment fees;
     (ii)  revenue cut-off between 2002 and 2003;
     (iii) reserves established for product returns and refunds;
     (iv)  the gain recorded in connection with the sale of a subsidiary in
           2001;
     (v)   income tax provisions; and
     (vi)  stock option based compensation.

Consequently, the Company is amending and restating its financial statements for
each quarter in 2001, 2002 and 2003 as well as the Form 10-KSB for the years
ended December 31, 2001 and 2002.

In connection with the engagement of a new independent accounting firm and the
review of the Company's financial statements, the Company has revised its
accounting treatment for administrative enrollment fees received from
distributors in accordance with the principles contained in Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements", ("SAB 101") and
related guidance. The Company determined that under SAB 101, such fees actually
received and recorded as current sales in prior quarters should have been
deferred and recognized as revenue on a straight-line basis over the
twelve-month term of the membership. The restatement resulted in net sales for
the year ended December 31, 2001 being decreased by approximately $1,155,000.
The restatement in net sales resulted in a corresponding adjustment to cost of
sales for direct costs paid to a third party associated with the administrative
enrollment fees received from distributors. Compared to amounts previously
reported, the restatement decreased cost of sales by approximately $416,000 for
the year ended December 31, 2001.

In connection with the 2003 annual audit, the Company reviewed its revenue
cut-off as of the beginning of 2003. There was no impact of this item to the
2001 financial statements.

The Company had not recorded reserves for distributor returns and refunds as of
September 30, 2003 and for prior periods. Based upon analysis of the Company's
historical returns and refund trends by country, it was determined that a
reserve for returns and refunds for prior quarters was required and should be
recorded. The restatement resulted in net sales for the year ended December 31,
2001 being decreased by approximately $650,000 with corresponding adjustments to
cost of sales for the estimated cost of products returned.

                                       3
<PAGE>

In 2001, the Company sold all of the outstanding common stock in Kaire
Nutraceuticals, Inc. ("Kaire"), a Delaware corporation and wholly-owned
subsidiary, to an unrelated third party. The gain on the sale of Kaire was
approximately $3.1 million, a portion of which was previously deferred. The
Company subsequently recognized into income approximately $1.9 million from the
transaction over the period from the fourth quarter of 2001 through the second
quarter of 2003. Based upon a review of the transaction, the Company now
believes the gain on sale of Kaire should have been recognized only in 2001 and
2002 and not in 2003. For the year ended December 31, 2001, the Company is now
recognizing approximately $710,000 of gain as Discontinued Operations and is
reducing its Other Income by approximately $710,000.

The Company disclosed in its 2002 Form 10-KSB that it had a net operating loss
carry forward at December 31, 2002 of approximately $6,000,000, subject to
certain limitations. Consequently, the Company made no provision for income
taxes for any period in 2002 or 2001. Upon further review, it has been
determined that the available net operating loss was not expected to be
sufficient to offset all of the domestic and foreign taxable income in 2002 or
2001 and that an estimated tax provision in the amount of $210,000 was necessary
for the year ended December 31, 2001.

The Company has determined that the stock options (the "Options") granted in
January 2001 and October 2002 to senior executive officers of the Company should
be accounted for as variable stock options due to the provision in the stock
option plan that allowed the holder to exercise the stock option in an
immaculate cashless fashion. The cashless exercise feature allows option holders
to use the "in the money" value of the options (or the spread between the
exercise price and the fair market price of the underlying shares as of the
exercise date) as payment for all, or a portion, of the exercise price of an
option. The Options were amended in November 2002 to require the option holder
to obtain Company approval before the Option holder could use the cashless
exercise feature. Subsequent to the modification, fixed option accounting will
be applied to the options. Under variable accounting, changes in the intrinsic
value of the stock option result in recording a charge or credit to stock based
compensation expense. For the year ended December 31, 2001, the restatement
resulted in $120,000 being charged to stock option based compensation expense.

The following table presents amounts from operations as previously reported and
as restated (in thousands, except for per share data):

                                                             Year Ended
                                                         December 31, 2001
                                                    ---------------------------
                                                         As
                                                     Previously         As
                                                      Reported       Restated
                                                    ------------   ------------
Net sales                                           $     24,794   $     22,989
Cost of sales                                              5,876          5,298
                                                    ------------   ------------

Gross profit                                              18,918         17,691
Operating expenses                                        17,636         17,756
                                                    ------------   ------------

Income from operations                                     1,282            (65)
Other income (expense)                                       741             31
                                                    ------------   ------------

Income (loss) from continuing operations
before taxes                                               2,023            (34)
     Income tax expense                                       --            210
                                                    ------------   ------------
Income (loss) before discontinued operations               2,023           (244)
                                                    ------------   ------------
     Gain on discontinued operations, net                     --            710
                                                    ------------   ------------
Net income (loss)                                          2,023            466
     Preferred stock dividends                             1,089          1,089
                                                    ------------   ------------
Net income (loss) available to common
stockholders                                        $        934   $       (623)
                                                    ============   ============
Basic income (loss) per share:

     Continuing operations                          $       0.70   $      (0.98)

     Discontinued operations                                  --           0.52
                                                    ------------   ------------
     Net income (loss)                              $       0.70   $      (0.46)
                                                    ============   ============
Basic weighted common shares used                          1,342          1,342

Diluted income per share:
     Continuing operations                          $       0.39   $      (0.98)
     Discontinued operations                                  --           0.52
                                                    ------------   ------------
     Net income (loss)                              $       0.39   $      (0.46)
                                                    ============   ============
Diluted weighed common shares used                         2,393          1,342
                                                    ============   ============

                                       4
<PAGE>

     The adjustments in net sales, cost of sales, operating expenses, other
income and income taxes resulted in a net decrease in income before discontinued
operations of approximately $2,267,000 from the amounts previously reported for
the year ended December 31, 2001. Net income available to stockholders decreased
by approximately $1,557,000 from the amounts previously reported. Restated basic
and diluted income per share from continuing operations decreased by $1.68 and
$1.37, respectively, from the amounts previously reported for the year ended
December 31, 2001. Net income for basic and diluted income per share decreased
by $1.16 and $0.85, respectively, from the amounts previously reported for the
year ended December 31, 2001.

Results of Operations

As discussed in Note 2 to the consolidation financial statements, we have
amended and restated our results for the year ended December 31, 2001. All of
the following analyses apply the basis of the restated amounts.

Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000

Revenues

     Revenues for the year ended December 31, 2001 were approximately
$22,989,000 as compared to revenues for the year ended December 31, 2000 of
approximately $8,320,000, an increase of approximately $14,669,000 or
approximately 176%. The increased sales for the year ended December 31, 2001
were primarily from the sale of Lexxus products with eKaire showing a slight
rise in sales from the year ended December 31, 2000.

Cost of Sales

     Cost of sales for the year ended December 31, 2001 was approximately
$5,298,000 or 23% of revenues. Cost of sales for the year ended December 31,
2000 was $2,410,000 or 29% of revenues. The total cost of sales increased by
approximately $2,888,000 or 120% most of which was attributable to Lexxus
product mix and sales volume compared to 2000 sales of only eKaire products. The
decrease in the cost of sales as a percentage of revenues is attributable to
lower manufactured cost of Lexxus products in conjunction with the higher sales
volume of Lexxus products than eKaire.

Gross Profit

     Gross profit increased from approximately $5,910,000 in the year ended
December 31, 2000 to approximately $17,691,000 in the year ended December 31,
2001. The increase was approximately $11,781,000. The increase was attributable
to the increase in gross sales by both Lexxus and eKaire.

Commissions

     Associate commissions were approximately $12,449,000 or 54% of revenues in
the year ended December 31, 2001 compared with approximately $3,682,000 or 44%
of revenues for the year ended December 31, 2000. The increase of commission
expense is directly related to the increase in gross sales and the terms of the
compensation plans.

                                       5
<PAGE>

Selling, General and Administrative Expenses

     Selling, general and administrative costs decreased from approximately
$5,777,000 or 69% of revenues in the year ended December 31, 2000 to
approximately $5,187,000 or 23% of revenues in the year ended December 31, 2001,
a decrease of approximately $590,000 or 10% which is attributable to the
downsizing of eKaire operations and shared overhead costs between Lexxus and
eKaire.

Stock Option Based Compensation

     Stock option based compensation increased by $120,000 for the year ended
December 31, 2001 due to the expense recorded resulting from variable accounting
triggered by a "cashless exercise" feature of certain stock options granted
during 2001.

Interest Expense

     Interest expense was approximately $260,000 or 3% of revenues in the year
ended December 31, 2000 compared with approximately $157,000 or 1% of revenues
in the year ended December 31, 2001, a decrease of approximately $103,000 due to
the beneficial conversion feature of certain debt instruments.

Income Taxes

    Income taxes were approximately $210,000 for the year ended December 31,
2001 compared with zero for the year ended December 31, 2000. The increase was
attributable to net income before taxes and taxable income of an unconsolidated
US subsidiary not offset by the net operating loss of NHTC. The anticipated
benefits for the year ended December 31, 2000 of utilizing net operating losses
against future profits was not recognized under the provisions of Financial
Standards Board Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". A valuation allowance equal to the net deferred tax asset has
been recorded as management has not been able to determine that it is more
likely than not that the deferred tax assets will be realized.

Income (Loss) from Continuing Operations

     Net loss from continuing operations was approximately $244,000 in the year
ended December 31, 2001 as compared to the net loss from continuing operations
of approximately $12,802,000 in the year ended December 31, 2000.

Discontinued Operations

     During the year ended December 31, 2001, NHTC realized a gain of
approximately $710,000 on the various debt and payables related to the sale and
discontinued operations of Kaire Nutraceuticals, Inc. During the year ended
December 31, 2000, NHTC realized a gain of approximately $2,148,000 on the
various debt and payables of GHA due to the filing of a Chapter 7 bankruptcy and
discontinued operations in early 2001. NHTC discontinued the operations of its
wholly owned subsidiary in the United Kingdom in February 2000 and recognized a
loss of $15,000 on the liquidation of this asset for the year ended December 31,
2000.

Net Income

     Net income was approximately $466,000 in the year ended December 31, 2001
or approximately 2% of revenues as compared to net loss of approximately $10.7
million in the year ended December 31, 2000.

Liquidity and Capital Resources

     NHTC has funded the working capital and capital expenditure requirements
primarily from cash provided through sales of products, borrowings from
institutions and individuals, and from the sale of securities in private
placements.

     In March 2000, NHTC sold 1,000 shares of Series J Preferred Stock, par
value $1,000 per share, (the "Series J Preferred Stock") realizing net proceeds
of $1,000,000. Series J Preferred Stock pays a dividend at the rate of 10% per
annum. Series J Preferred Stock and the accrued dividends thereon are
convertible into shares of Common Stock at a conversion price equal to the lower
of the closing bid price on the conversion date 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 NHTC receives notice
of conversion from a holder thereof. In connection with the offering of the
Series J Preferred Stock, NHTC issued warrants to purchase 141,907 shares of
Common Stock at an exercise price of $1.41 per share. During 2001, $206,194,
face amount of Series J Preferred Stock was converted into 122,604 shares of
Common Stock.

     In May 2000, NHTC borrowed $20,700 from Tyler Pipeline, Inc. This
indebtedness was evidenced by NHTC's issuance of a convertible promissory note.
The note bears interest at 10% per annum and is payable on demand. The note is

                                       6
<PAGE>

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 of the note. In April 2001, this note was fully satisfied through
conversion into an aggregate of 21,637 shares of Common Stock.

     In October 2000, NHTC issued 50 shares of Series H Preferred Stock for
$50,000 realizing net proceeds of $43,500. 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 conversion date or 75% of the market value
of the Common Stock on the conversion date.

     In October 2000, NHTC borrowed $10,000 from Meridian Investments, Inc. This
indebtedness was evidenced by NHTC's issuance of a convertible promissory note.
The note 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. The note was repaid in November 2001.

     In November 2000, NHTC borrowed $25,000 from Filin Corp. This indebtedness
was evidenced by NHTC's issuance of a convertible promissory note. The note
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. The note was converted into an aggregate of 14,528 shares of
Common Stock in August 2001.

     In January 2001, NHTC entered into a joint venture with Lexxus
International and formed a new majority-owned subsidiary, Lexxus. The original
founders of Lexxus International received an aggregate of 100,000 shares of
Common Stock.

     In April 2001, NHTC borrowed $100,000 from Augusta Street LLC. This
indebtedness was evidenced by NHTC's issuance of a convertible promissory note.
The note 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 75% of the
average closing bid price of the Common Stock on the five days preceding notice
of conversion.

     In April 2001, NHTC issued an aggregate of 2,000 shares of Common Stock to
an individual in exchange for a loan of $50,000.

     In April 2001, NHTC issued 50 shares of Series H Preferred Stock for
$50,000 realizing net proceeds of $43,500. 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 conversion date or 75% of the market value
of the Common Stock on the conversion date.

     In May 2001, NHTC issued 50 shares of Series H Preferred Stock for $50,000
realizing net proceeds of $43,500. 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 conversion date or 75% of the market value of the
Common Stock on the conversion date

     At December 31, 2001, the ratio of current assets to current liabilities
was 0.32 to 1.0 and NHTC had a working capital deficit of approximately
$4,858,000.

     Cash provided by operations for the period ended December 31, 2001 was
approximately $221,000. Cash used by investing activities during the period was
approximately $303,000, which primarily relates to the acquisition of fixed
assets of $142,000, purchase of website of $133,000 and an increase in
restricted cash of $28,000. Cash provided by financing activities during the
period was approximately $262,000. Total cash increased by approximately
$216,000 during the period.

                                       7
<PAGE>

ITEM 7. FINANCIAL STATEMENTS
        --------------------

     NHTC's consolidated financial statements, including the notes thereto,
together with the report of independent certified public accountants thereon,
are presented beginning at page F-1.

                                       8
<PAGE>

                  NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


The following consolidated financial statements of Natural Health Trends Corp.
are included in response to Item 7:



                                                                            PAGE


Report of Independent Auditors..............................................F-2

Consolidated Balance Sheet..................................................F-3

Consolidated Statements of Operations.......................................F-4

Consolidated Statements of Stockholders' Deficit............................F-5

Consolidated Statements of Cash Flows.......................................F-6

Notes to Consolidated Financial Statements..................................F-7

                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Natural Health Trends Corp. and Subsidiaries
New York, New York

         We have audited the accompanying consolidated balance sheet of Natural
Health Trends Corp. and Subsidiaries as of December 31, 2001 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the years ended December 31, 2001 and 2000. These financial statements are the
responsibility of NHTC's management. Our responsibility is to express an opinion
on these financial statements based on our audit.

         We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, the financial position of Natural Health Trends Corp. and Subsidiaries
as of December 31, 2001 and the results of its operations and its cash flows for
the years ended December 31, 2001 and 2000, in conformity with accounting
principles generally accepted in the United States of America.

        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.

The consolidated financial statements for the year ended December 31, 2002 have
been restated (see Note 2).

                                               /s/ SHERB & CO., P.C.
                                               ---------------------------------
                                               Sherb & Co., P.C.
                                               Certified Public Accountants

New York, New York
April 12, 2002 (except for note 2
which is dated as of March 24, 2004)

                                      F-2
<PAGE>

                  NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                         December 31,
                                     ASSETS                                  2001
                                                                         ------------
                                                                         As Restated
                                                                         ------------
<S>                                                                      <C>
Current Assets
       Cash                                                              $    324,315
       Restricted cash                                                        100,809
       Account receivables                                                    119,817
       Inventories                                                          1,087,261
       Prepaid expenses and other current assets                              663,024
                                                                         ------------
                Total Current Assets                                        2,295,226

       Property and Equipment, net                                            147,919
       Goodwill                                                               207,765
       Website                                                                 99,750
       Deposits and other assets                                              324,685
                                                                         ------------

                Total Assets                                             $  3,075,345
                                                                         ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
       Accounts payable                                                  $  4,035,674
       Accrued expenses                                                       796,048
       Accrued commissions payable                                            119,852
       Notes payable                                                          558,088
       Current portion of long term debt                                      171,070
       Income tax payable                                                     210,000
       Deferred revenue                                                     1,155,093
       Other current liabilities                                              107,223
                                                                         ------------
                   Total Current Liabilities                                7,153,048

       Long term notes payable                                                292,313
                                                                         ------------
                Total Liabilities                                           7,445,361
                                                                         ------------

Stockholders' Deficit:
       Preferred stock ($1,000 par value; authorized 1,500,000 shares;
       Issued and outstanding 2,324 shares)                                 2,324,298
       Common stock ($.001 par value; authorized 500,000,000 shares;
       issued and outstanding 2,209,379 shares)                                 2,209
       Additional paid in capital                                          29,557,552
       Accumulated deficit                                                (35,835,584)
       Deferred compensation                                                 (416,250)
       Accumulated other comprehensive income                                  (2,241)
                                                                         ------------
                Total Stockholders' Deficit                                (4,370,016)
                                                                         ------------

       Total Liabilities and Stockholders' Deficit                       $  3,075,345
                                                                         ============
</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>

                  NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                          Years Ended December 31,
                                                        ----------------------------
                                                            2001            2000
                                                        ------------    ------------
                                                        As Restated
<S>                                                     <C>             <C>
Revenues                                                $ 22,988,943    $  8,320,105
Cost of sales                                              5,297,637       2,410,096
                                                        ------------    ------------

Gross Profit                                              17,691,306       5,910,009

Associate commissions                                     12,449,357       3,681,646
Write-down of patents and goodwill                                --       9,002,582
Selling, general and administrative expenses               5,186,633       5,777,474
Stock option based compensation                              120,000              --
                                                        ------------    ------------

Income (loss) from operations                                (64,684)    (12,551,693)

Minority interest of subsidiary                              105,686              --
Gain (loss) on foreign exchange                               (5,861)          9,076
Other income, net                                             87,246             478
Interest expense, net                                       (156,549)       (260,160)
                                                        ------------    ------------
Income (loss) from continuing operations before taxes        (34,162)    (12,802,299)
     Income taxes                                            210,000              --
                                                        ------------    ------------

Income (loss) before discontinued operations                (244,162)    (12,802,299)

     Gain on discontinued operations, net of taxes           710,023       2,133,000
                                                        ------------    ------------

Net income (loss)                                            465,861     (10,669,299)

     Preferred stock dividends                             1,089,231       1,277,251
                                                        ------------    ------------

Net loss available to common shareholders               $   (623,370)   $(11,946,550)
                                                        ============    ============
Basic loss per common share:
    Continuing operations                               $      (0.98)   $    (146.83)
    Discontinued operations                                     0.52           22.24
                                                        ------------    ------------
    Net loss                                            $      (0.46)   $    (124.59)
                                                        ------------    ------------

    Basic weighted common shares used                      1,342,068          95,887
                                                        ------------    ------------

Diluted loss per common share:
   Continuing operations                                $      (0.98)   $    (146.83)
    Discontinued operations                                     0.52           22.24
                                                        ------------    ------------
    Net loss                                            $      (0.46)   $    (124.59)
                                                        ------------    ------------

   Diluted weighted common shares used                     1,342,068          95,887
                                                        ------------    ------------
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>

                  NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                      Common Stock                  Preferred Stock
                               ---------------------------   ----------------------------                    Accumulated
                                  Shares         Amount         Shares          Amount           APIC          Deficit
                               ------------   ------------   ------------    ------------    ------------    ------------
<S>                                  <C>      <C>                   <C>      <C>             <C>             <C>
BALANCE -December 31, 1999           79,900   $         80          5,164    $  5,163,696    $ 21,451,824    $(23,165,664)
                               ------------   ------------   ------------    ------------    ------------    ------------
Issuance of Convertible
 Series J Preferred stock                --             --          1,000       1,000,000         (62,530)
Issuance of Common
 Stock warrants                          --             --             --              --         100,000        (100,000)
Conversion of Series H
 Preferred stock                      4,346              4           (359)       (359,154)        385,499         (26,349)

Conversion of Notes
 Payable to Common Stock             39,352             39                                      1,219,948
Conversion of Series E
 Preferred Stock                     29,841             30            (94)        (93,232)         93,202
Conversion of Series G
 Preferred Stock                      2,799              3             (6)         (5,800)          5,797
Issuance of Convertible
 Series H Preferred stock                --             --             50          50,000              --
Conversion of Series F
 Preferred stock                      1,383              1             (3)         (3,100)          3,099

Write down deferred
 compensation                                                                                    (555,000)
Amortize Deferred
 Compensation

Foreign currency
 translation                                                                                                           --
Preferred Stock Dividend                                                                        1,250,902      (1,250,902)

Adjust Note Payable due
 in Common Stock                                                                                 (133,333)
Net Loss                                                                                                      (10,669,299)
                               ------------   ------------   ------------    ------------    ------------    ------------

BALANCE -December 31, 2000          157,621            157          5,752       5,752,410      23,759,408     (35,212,214)
                               ------------   ------------   ------------    ------------    ------------    ------------
Conversion of Convertible
 Series E Preferred stock           355,230            355           (947)       (946,768)        946,413
Conversion of Convertible
 Series F Preferred Stock           515,592            516         (1,416)     (1,416,408)      1,415,892
Conversion of Convertible
 Series G Preferred Stock           157,322            157           (344)       (344,200)        344,043
Conversion of Convertible
 Series H Preferred Stock           276,994            277           (615)       (614,542)        614,265
Issuance of Convertible
 Series H Preferred stock                                             100         100,000
Series J                            122,604            123           (206)       (206,194)        206,071
Conversion of Note Payable
 to Common Stock                    228,870            229                                        422,784
Shares Issued for Services          212,246            212                                        521,338
Penalties                            82,900             83                                          8,207
Preferred Stock Dividends                                                                       1,089,231      (1,089,231)
Stock option based compensation                                                                   120,000              --
Deferred Compensation
Foreign currency translation                                                                                           --
Acquisition                         100,000            100                                        109,900
Net Income                                                                                                        465,861
                               ------------   ------------   ------------    ------------    ------------    ------------
BALANCE -December 31, 2001
 (restated)                       2,209,379   $      2,209          2,324    $  2,324,298    $ 29,557,552    $(35,835,584)
                               ============   ============   ============    ============    ============    ============
</TABLE>


                                 Foreign         Deferred
                                 Currency          Comp            Total
                               ------------    ------------    ------------
BALANCE -December 31, 1999                     $   (666,000)   $  2,783,936
                               ------------    ------------    ------------
Issuance of Convertible
 Series J Preferred stock                --                         937,470
Issuance of Common
 Stock warrants                                                          --
Conversion of Series H
 Preferred stock                                                          0

Conversion of Notes
 Payable to Common Stock                                          1,219,987
Conversion of Series E
 Preferred Stock                                                         --
Conversion of Series G
 Preferred Stock                                                         --
Issuance of Convertible
 Series H Preferred stock                                            50,000
Conversion of Series F
 Preferred stock                                                         --

Write down deferred
 compensation                                       555,000
Amortize Deferred
 Compensation                                       111,000         111,000

Foreign currency
 translation                        (37,203)             --         (37,203)
Preferred Stock Dividend                                                 --

Adjust Note Payable due
 in Common Stock                                                   (133,333)
Net Loss                                                        (10,669,299)
                               ------------    ------------    ------------

BALANCE -December 31, 2000          (37,203)             --      (5,737,442)
                               ------------    ------------    ------------
Conversion of Convertible
 Series E Preferred stock                --                              --
Conversion of Convertible
 Series F Preferred Stock                                                --
Conversion of Convertible
 Series G Preferred Stock                                                --
Conversion of Convertible
 Series H Preferred Stock                                                --
Issuance of Convertible
 Series H Preferred stock                                           100,000
Series J                                                                 --
Conversion of Note Payable
 to Common Stock                                                    423,013
Shares Issued for Services                                          521,550
Penalties                                                             8,290
Preferred Stock Dividends                                                --
Stock option based compensation                                     120,000
Deferred Compensation                              (416,250)       (416,250)
Foreign currency translation         34,962                          34,962
Acquisition                                                         110,000
Net Income                                                          465,861
                               ------------    ------------    ------------
BALANCE -December 31, 2001
 (restated)                    $     (2,241)   $   (416,250)   $ (4,370,016)
                               ============    ============    ============

                 See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

                  NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years Ended December 31,

<TABLE>
<CAPTION>
                                                                 2001            2000
                                                             ------------    ------------
                                                             As Restated
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                            $    465,861    $(10,669,299)

Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:

    Loss on dissolution                                                --          15,000
    Depreciation and amortization                                 121,659         364,400
    Loss on disposal of fixed assets                                   --        (666,856)
    Impairment of fixed assets                                     35,448              --
    Write down of patents and goodwill                                 --       9,002,582
    Minority interest in subsidiary                              (105,686)             --
    Stock option based compensation                               120,000              --
Gain on discontinued operations                                  (710,023)     (2,148,478)
    Common stock issued for service/penalties/interest            529,841           6,059
    Change in deferred compensation                              (416,250)             --
Changes in assets and liabilities
    Accounts receivable                                           (68,049)        355,722
    Inventories                                                  (890,192)        863,065
    Prepaid expenses                                             (645,432)        157,117
    Deposits and other assets                                    (237,646)        (11,432)
    Accounts payable                                            1,698,929         640,189
    Accrued expenses(i)                                          (745,560)         52,731
    Accrued consulting contract                                        --         666,000
    Deferred revenue                                            1,035,680        (408,418)
   Income tax payable                                             210,000              --
    Other current liabilities                                    (177,432)          7,545
                                                             ------------    ------------
    Total Adjustments                                             244,713       8,895,226
                                                             ------------    ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES               221,148      (1,774,073)
                                                             ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                         (141,707)         (7,421)
    Proceeds from the sale of fixed assets                             --          10,533
    Business acquisitions, net of cash acquired                        --         (27,587)
    Purchase of websites                                         (133,000)             --
    (Increase) decrease in restricted cash                        (27,975)         79,671
                                                             ------------    ------------

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES              (302,682)         55,196
                                                             ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from preferred stock                                 100,000       1,050,000
    Proceeds from notes payable and long-term debt                288,000         512,976
    Payments of capital lease obligation                          (46,590)             --
    Payments of notes payable and long-term debt(i)               (78,942)       (169,743)
                                                             ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                        (262,468)      1,393,233
                                                             ------------    ------------

Effect of Exchange rates                                           34,962              --

NET INCREASE (DECREASE) IN CASH                                   215,896        (325,644)

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

CASH, END OF PERIOD                                          $    324,315    $    108,419
                                                             ============    ============

DISCLOSURE OF NONCASH FINANCING AND INVESTING
ACTIVITIES:
   (1) Conversion of preferred stock to common stock            3,528,112         461,286
   (2) Conversion of debentures, notes payable and
       related accrued interest to common stock                   521,550       1,219,987
   (3) Preferred stock dividends                                1,089,231       1,277,251
   (4) Common stock issued for acquisition                        110,000              --
</TABLE>
(i) Certain accrued expenses were reclassified to notes payable and debt as of
    December 31, 2000.

                 See Notes to Consolidated Financial Statements.

                                      F-6
<PAGE>

                  NATURAL HEALTH TRENDS CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 and 2000


1. ORGANIZATION

      Natural Health Trends Corp. ("NHTC") is a Florida corporation. NHTC was
incorporated on December 1, 1988 as "Florida Institute of Massage Therapy, Inc."
and changed its name to "Natural Health Trends Corp." on June 24, 1993.

      NHTC's common stock, par value $0.001 per share (the "Common Stock") is
listed on the OTC Bulletin Board (the "OTCBB"). In March 2003, we effected a
1-for-100 reverse stock split with respect to our outstanding shares of Common
Stock. In addition, the trading symbol for the shares of our Common Stock
changed from "NHTC" to "NHLC". The effect of the reverse is reflected throughout
this document.

      NHTC is a holding company that operates two businesses, which distribute
products that promote health, wellness and sexual vitality through the
multi-level marketing ("MLM") channel. NHTC's largest operation is by Lexxus
International, Inc. ("Lexxus"), a Delaware corporation and a majority-owned
subsidiary of NHTC. Lexxus sells products that heighten mental and sexual
arousal, particularly in women. NHTC's other business, eKaire.com, Inc.
("eKaire"), distributes nutritional supplements aimed at general health and
wellness through the Internet and other channels. eKaire consists of companies
operating in the U.S., in Canada as Kaire International Canada Ltd. ("Kaire
Canada"), in Australia as Kaire Nutraceuticals Australia Pty. Ltd. ("Kaire
Australia") and in New Zealand as Kaire Nutraceuticals New Zealand Limited
("Kaire New Zealand").

      In January 2001, NHTC entered into a joint venture with Lexxus
International and formed a new majority-owned subsidiary, Lexxus International,
Inc. ("Lexxus"), a Delaware corporation. The original founders of Lexxus
International received an aggregate of 100,000 shares of Common Stock.

      In February 1999, NHTC acquired certain assets (the "Kaire Assets") of
Kaire International, Inc., a Delaware corporation ("KII"). The assets included,
but not limited to, the corporate name, all variations and any other product
name, registered and unregistered trademarks, trade names, service marks,
patents, logos and copyrights of KII, and independent associate lists. In
exchange for the Kaire Assets, NHTC made the following issuances:

      o   to 11 secured creditors of KII, $2,800,000 aggregate stated value of
Series F preferred stock, par value $1,000 per share, of NHTC (the "Series F
Preferred Stock")t

      o   to two secured creditors of KII, $350,000 aggregate stated value of
Series G preferred stock, par value $1,000 per share, of NHTC (the "Series G
Preferred Stock")

      In March 2001, Global Health Alternatives, Inc., a Texas corporation and
wholly-owned subsidiary of NHTC ("GHA"), and Ellon, Inc., a Texas corporation
and wholly-owned subsidiary of GHA ("Ellon"), filed for Chapter 7 bankruptcy
liquidation in the United States Bankruptcy Court of the Northern District of
Texas. Neither GHA nor Ellon had operations during the years 2000 or 2001. Both
GHA and Ellon were dissolved in June 2001.

      In the second quarter of 2001, NHTC incorporated Lexxus International (SW
Pacific) Pty. Ltd., an Australian corporation and majority-owned subsidiary of
NHTC, which does business in Australia ("Lexxus Australia"). In addition, NHTC
incorporated Lexxus International (New Zealand) Limited, a New Zealand
corporation and majority-owned subsidiary of NHTC, which does business in New
Zealand ("Lexxus New Zealand").

                                      F-7
<PAGE>

      In June 2001, NHTC incorporated Lighthouse Marketing Corporation ("LMC"),
a Delaware corporation and a wholly owned subsidiary of NHTC.

      In June 2001, NHTC sold 100% of the Common Stock in Kaire Nutraceuticals,
Inc., Delaware Corporation, to a South African firm for a purchase price of the
greater of (i) $50,000 per year for a period of five years, or (ii) for five
years, a percentage of net income based on a progressive scale of net sales
figures of the South African firm.

      In November 2001, NHTC incorporated Lexxus International Co., Ltd., a
corporation organized under the laws of the Republic of China and a
majority-owned subsidiary of NHTC ("Lexxus Taiwan").

      In January 2002, NHTC incorporated MyLexxus Europe AG, a corporation
organized under the laws of Switzerland and a majority-owned subsidiary of NHTC
("Lexxus Europe").

      In March 2002, NHTC incorporated Lexxus International Co., Ltd., a
corporation organized under the laws of Hong Kong and a wholly owned subsidiary
of NHTC ("Lexxus Hong Kong").

2. RESTATEMENTS OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

      During the quarters ended September 30 and December 31, 2003, the Company
re-evaluated its financial statements for the years ended December 31, 2002 and
2001, the quarterly periods included in such years and the quarterly periods
ended March 31, June 30 and September 30, 2003. As a result of such review, the
Company determined that it inadvertently applied the incorrect accounting
treatment with respect to the following items:

      (i)   revenue recognition with respect to administrative enrollment fees;
      (ii)  revenue cut-off between 2002 and 2003;
      (iii) reserves established for product returns and refunds;
      (iv)  the gain recorded in connection with the sale of a subsidiary in
            2001;
      (v)   income tax provisions; and
      (vi)  stock option based compensation.

      Consequently, the Company is amending and restating its financial
statements for each quarter in 2001, 2002 and 2003 as well as the Form 10-KSB
for the years ended December 31, 2001 and 2002.

      In connection with the engagement of a new independent accounting firm and
the review of the Company's financial statements, the Company has revised its
accounting treatment for administrative enrollment fees received from
distributors in accordance with the principles contained in Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements", ("SAB 101") and
related guidance. The Company determined that under SAB 101, such fees actually
received and recorded as current sales in prior quarters should have been
deferred and recognized as revenue on a straight-line basis over the
twelve-month term of the membership. The restatement resulted in net sales for
the year ended December 31, 2001 being decreased by approximately $1,155,000.
The restatement in net sales resulted in a corresponding adjustment to cost of
sales for direct costs paid to a third party associated with the administrative
enrollment fees received from distributors. Compared to amounts previously
reported, the restatement decreased cost of sales by approximately $416,000 for
the year ended December 31, 2001.

      In connection with the 2003 annual audit, the Company reviewed its revenue
cut-off as of the beginning of 2003. There was no impact of this item to the
2001 financial statements.

      The Company had not recorded reserves for distributor returns and refunds
as of September 30, 2003 and for prior periods. Based upon analysis of the
Company's historical returns and refund trends by country, it was determined
that a reserve for returns and refunds for prior quarters were required and

                                      F-8
<PAGE>

should have been recorded. The restatement resulted in net sales for the year
ended December 31, 2001 being decreased by approximately $650,000 with
corresponding adjustments to cost of sales for the estimated cost of products
returned.

      In 2001, the Company sold all of the outstanding common stock in Kaire
Nutraceuticals, Inc. ("Kaire"), a Delaware corporation and wholly-owned
subsidiary, to an unrelated third party. The gain on the sale of Kaire was
approximately $3.1 million, a portion of which was previously deferred. The
Company subsequently recognized into income approximately $1.9 million from the
transaction over the period from the fourth quarter of 2001 through the second
quarter of 2003. Based upon a review of the transaction, the Company now
believes the gain on sale of Kaire should have been recognized only in 2001 and
2002 and not in 2003. For the year ended December 31, 2001, the Company is now
recognizing approximately $710,000 of gain as Discontinued Operations and is
reducing its Other Income by approximately $710,000.

      The Company disclosed in its 2002 Form 10-KSB that it had a net operating
loss carry forward at December 31, 2002 of approximately $6,000,000, subject to
certain limitations. Consequently, the Company made no provision for income
taxes for any period in 2002 or 2001. Upon further review, it has been
determined that the available net operating loss was not expected to be
sufficient to offset all of the domestic and foreign taxable income in 2002 or
2001 and that an estimated tax provision in the amount of $210,000 was necessary
for the year ended December 31, 2001.

      The Company has determined that the stock options (the "Options") granted
in January 2001 and October 2002 to senior executive officers of the Company
should be accounted for as variable stock options due to the provision in the
stock option plan that allowed the holder to exercise the stock option in an
immaculate cashless fashion. The cashless exercise feature allows option holders
to use the "in the money" value of the options (or the spread between the
exercise price and the fair market price of the underlying shares as of the
exercise date) as payment for all, or a portion, of the exercise price of an
option. The Options were amended in November 2002 to require the option holder
to obtain Company approval before the Option holder could use the cashless
exercise feature. Subsequent to the modification, fixed option accounting will
be applied to the options. Under variable accounting, changes in the intrinsic
value of the stock option result in recording a charge or credit to stock based
compensation expense. For the year ended December 31, 2001, the restatement
resulted in $120,000 being charged to stock option based compensation expense.

      The following table presents amounts from operations as previously
reported and as restated (in thousands, except for per share data):

                                                             Year Ended
                                                         December 31, 2001
                                                    ---------------------------
                                                         As
                                                     Previously         As
                                                      Reported       Restated
                                                    ------------   ------------
Net sales                                           $     24,794   $     22,989
Cost of sales                                              5,876          5,298
                                                    ------------   ------------

Gross profit                                              18,918         17,691
Operating expenses                                        17,636         17,756
                                                    ------------   ------------

Income from operations                                     1,282            (65)
Other income (expense)                                       741             31
                                                    ------------   ------------

Income (loss) from continuing operations
before taxes                                               2,023            (34)
     Income tax expense                                       --            210
                                                    ------------   ------------
Income (loss) before discontinued operations               2,023           (244)
                                                    ------------   ------------
     Gain on discontinued operations, net                     --            710
                                                    ------------   ------------
Net income (loss)                                          2,023            466
     Preferred stock dividends                             1,089          1,089
                                                    ------------   ------------
Net income (loss) available to common
stockholders                                        $        934   $       (623)
                                                    ============   ============
Basic income (loss) per share:

     Continuing operations                          $       0.70   $      (0.98)

     Discontinued operations                                  --           0.52
                                                    ------------   ------------
     Net income (loss)                              $       0.70   $      (0.46)
                                                    ============   ============
Basic weighted common shares used                          1,342          1,342

Diluted income per share:
     Continuing operations                          $       0.39   $      (0.98)
     Discontinued operations                                  --           0.52
                                                    ------------   ------------
     Net income (loss)                              $       0.39   $      (0.46)
                                                    ============   ============
Diluted weighed common shares used                         2,393          1,342
                                                    ============   ============

                                      F-9
<PAGE>

      The adjustments in net sales, cost of sales, operating expenses, other
income and income taxes resulted in a net decrease in income before discontinued
operations of approximately $2,267,000 from the amounts previously reported for
the year ended December 31, 2001. Net income available to stockholders decreased
by approximately $1,557,000 from the amounts previously reported. Restated basic
and diluted income per share from continuing operations decreased by $1.68 and
$1.37, respectively, from the amounts previously reported for the year ended
December 31, 2001. Net income for basic and diluted income per share decreased
by $1.16 and $0.85, respectively, from the amounts previously reported for the
year ended December 31, 2001.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      A.    Principles of Consolidation - The accompanying consolidated
            financial statements include the accounts of Natural Health Trends
            Corp. and its subsidiaries. All material inter-company transactions
            have been eliminated in consolidation.

      B.    Accounts Receivable - Accounts receivable are stated net of
            allowance for doubtful accounts of approximately $0.

      C.    Inventories - Inventories consisting primarily of nutritional
            supplements and "quality of life" products are stated at the lower
            of cost or market. Cost is determined using the first-in, first-out
            method.

      D.    Property and Equipment - Property and equipment are carried at cost.
            Depreciation is computed using the straight-line method over the
            useful lives of the various assets.

      E.    Cash Equivalents - Cash equivalents consist of money market accounts
            and commercial paper with an initial term of fewer than three
            months. For purposes of the statement of cash flows, NHTC considers
            highly liquid debt instruments with original maturities of three
            months or less to be cash equivalents.

      F.    Earnings (Loss) Per Share-Accounting Standards No. 128, "Earnings
            Per Share" SFAS 128 requires a presentation of "Basic" and (where
            applicable) "Diluted" earnings per share. Generally, Basic earnings
            per share is computed on only the weighted average number of common
            shares actually outstanding during the period, and the Diluted
            computation considers potential shares issuable upon exercise or
            conversion of other outstanding instruments where dilution would
            result. Diluted earnings per share is not being shown in the year
            ended December 31, 2000, due to the fact that this year has a net
            loss and the conversion of the preferred stock and Common Stock
            outstanding during that year would be anti-dilutive.

      G.    Accounting Estimates - The preparation of financial statements in
            accordance with generally accepted accounting principles requires
            management to make estimates and assumptions that affect the
            reported amounts of assets and liabilities at the date of the
            financial statements and the reported amounts of revenues and
            expenses during the reported period. Actual results could differ
            from those estimates.

                                      F-10
<PAGE>

      H.    Income Taxes-Pursuant to Statement of Financial Accounting Standards
            No. 109 ("SFAS 109") "Accounting for Income Taxes", NHTC accounts
            for income taxes under the liability method. Under the liability
            method, a deferred tax asset or liability is determined based upon
            the tax effect of the differences between the financial statement
            and tax basis of assets and liabilities as measured by the enacted
            rates, which will be in effect when these differences reverse.

      I.    Fair Value of Financial Instruments-The carrying amounts reported in
            the balance sheet for cash, receivables, accounts payable, accrued
            expenses, and notes payable approximate fair value based on the
            short-term maturity of these instruments.

      J.    Stock Based Compensation-NHTC accounts for stock transactions in
            accordance with APB Opinion No. 25, "Accounting For Stock Issued To
            Employees." In accordance with Statement of Financial Accounting
            Standards No. 123 ("SFAS 123"), "Accounting For Stock-Based
            Compensation," NHTC adopted the pro forma disclosure requirements of
            SFAS 123.

      K.    Impairment of Long-Lived Assets-NHTC reviews long-lived assets,
            certain identifiable assets and goodwill related to those assets on
            a quarterly basis for impairment whenever circumstances and
            situations change such that there is an indication that the carrying
            amounts may not be recovered. At December 31, 2000, NHTC recorded a
            charge against patents, customer lists and goodwill upon such
            review.

      L.    Basis of Presentation - NHTC had a working capital deficiency of
            approximately $4,858,000 and $5,865,000 as of December 31, 2001 and
            2000, respectively, and had recorded net losses of approximately
            $10,669,000 for the year ended December 31, 2000, that raise
            substantial doubt about NHTC's ability to continue as a going
            concern. NHTC's continued existence is dependent on its ability to
            obtain additional debt or equity financing and to generate profits
            from operations.

      M.    Royalty Expense-Royalties that are incurred on a per unit sold basis
            are included in Cost of Sales. Additional royalty amounts incurred
            to meet contractual minimum levels are classified as Selling,
            General and Administrative Expenses.

      N.    Reclassifications-NHTC has reclassified certain expenses in its
            consolidated statements of operations for the years ended December
            31, 2001 and 2000 as a result of the closure of Kaire Europe and
            related facilities. These changes had no significant impact on
            previously reported results of operations or stockholders' equity.

      O.    Foreign Currency Translations-Assets and liabilities of subsidiaries
            are translated at the rate of exchange in effect on the balance
            sheet date; income and expenses of subsidiaries are translated at
            the average rates of exchange prevailing during the year or period
            then ended. The related translation adjustments are reflected as a
            cumulative translation adjustment in consolidated stockholders'
            equity. Foreign currency gains and losses resulting from
            transactions are included in results of operations in the period in
            which the transaction occurred.

      P.    Revenue Recognition - The Company's revenues are primarily derived
            from sales of products, sales of starter and renewal administrative
            enrollment packs and shipping fees. Substantially all product sales
            are sales to associates at published wholesale prices. The Company
            defers a portion of its revenue from the sale of its starter and
            renewal packs related to its administrative enrollment fee. The
            Company amortizes its deferred revenue and its associated direct
            costs over twelve months, the term of the membership. Total deferred
            revenue for the Company was approximately $1,155,000 as of December
            31, 2001.

            The Company also estimates and records a sales return reserve for
            possible sales refunds based on its historical experience.

                                      F-11
<PAGE>

      Q.    Concentration of Risk-NHTC maintains its cash accounts in several
            bank accounts. Accounts in the United States are insured by the
            Federal Deposit Insurance Corporation ("FDIC") up to $100,000.
            NHTC's cash balance in some of its bank accounts generally exceeds
            the insured limits.

            Lexxus and eKaire sell products through network marketers throughout
            the United States, Canada, New Zealand and Australia. Credit is
            extended for returned checks and/or until credit card purchases have
            cleared the bank.

            Credit losses, if any, have been provided for in the financial
            statements and are based on management's expectations. NHTC's
            accounts receivable are subject to potential concentrations of
            credit risk. NHTC does not believe that it is subject to any unusual
            or significant risk, in the normal course of business.

      R.    Restricted Cash - NHTC is required to maintain three (3) restricted
            cash accounts (i) two with credit card processing companies, one for
            each subsidiary. The primary purpose of these accounts is to provide
            a reserve for potential uncollectible amounts and chargebacks by
            Lexxus and eKaire credit card customers. The credit card processing
            companies may periodically increase the restricted cash account. The
            amount on deposit is calculated at 2% of net sales over a rolling
            six month average and (ii) a third account is maintained with a
            Canadian bank as security for a bank drafting process utilized by
            eKaire in the ordinary course of business.

      S.    Recently Issued Accounting Standards-In July 2001, the Financial
            Accounting Standards Board ("FASB") issued Statement on Financial
            Accounting Standards No. 141 ("SFAS 141"), "Business Combinations."
            SFAS No. 141 requires the purchase method of accounting for business
            combinations initiated after June 30, 2001 and eliminates the
            pooling-of-interest method. NHTC believes that the adoption of SFAS
            No. 141 will not have a significant impact on the financial
            statements.

            In July 2001, FASB issued Statement of Financial Accounting
            standards Board No. 142, "Goodwill and Other Intangible Assets",
            ("SFAS No. 142"), which is effective for fiscal years beginning
            after December 15, 2001. SFAS 142 requires, among other things, the
            discontinuance of goodwill amortization. In addition, the standard
            includes provisions upon adoption for the reclassification of
            certain existing recognized intangibles as goodwill, reassessment of
            the useful lives of existing recognized intangibles,
            reclassification of certain intangibles out of previously reported
            goodwill and the testing for the impairment of existing goodwill and
            other intangibles. NHTC is currently assessing but has not yet
            determined the impact of SFAS No. 142 on the financial position and
            results of operations.

            In August 2001, the FASB issued Statement of Financial Accounting
            standards Board No. 143, "Accounting for Asset Retirement
            Obligations", (SFAS No. 143"), which is effective for all fiscal
            years beginning after June 15, 2002; however, early adoption is
            encouraged. In August 2001, the FASB issued Statement of Financial
            Accounting Standards Board No. 144, "Accounting for the Impairment
            or Disposal of Long-Lived Assets", ("SFAS 144"). This statement is
            effective for fiscal years beginning after December 15, 2001 and
            supercedes SFAS 121 while retaining many of its requirements.

            In October 2001, the FASB issued Statement of Financial Accounting
            Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or
            Disposal of Long-Lived Assets," which supercedes Statement of
            Financial Accounting Standards No. 121 ("SFAS 121"), "Accounting for
            the Impairment of Long-Lived Assets and for Long-Lived Assets to be
            Disposed Of" and certain provisions of APB Opinion No. 30,
            "Reporting Results of Operations - Reporting the Effects of Disposal
            of a Segment of a Business and Extraordinary, Unusual and
            Infrequently Occurring Events and Transactions." SFAS 144 requires
            that long-lived assets to be disposed of by sale, including
            discontinued operations, be measured at the lower of carrying amount
            or fair value, less cost to sell, whether reported in continuing
            operations or in discontinued operations. SFAS 144 also broadens the

                                      F-12
<PAGE>

            reporting requirements of discontinued operations to include all
            components of an entity that have operations and cash flows that can
            be clearly distinguished, operationally and for financial reporting
            purposes, from the rest of the entity. The provisions of SFAS 144
            are effective for fiscal years beginning after December 15, 2001.
            Management believes that the implementation of this standard will
            have no impact on NHTC's results of operations and financial
            position.

4. PROPERTY AND EQUIPMENT

         Property and Equipment consisted of the following:

                                                 Estimated Useful
            Type of Property or Equipment              Lives           Amount
            --------------------------------------------------------------------
            Equipment, furniture and fixtures          5 to 7       $   113,514
            Computers and peripherals                       3           105,694
            Software                                   3 to 5             4,307
            Leasehold improvements                     3 to 5             3,489
                                                                    -----------
                   Property and Equipment                           $   227,004
            Less: Accumulated depreciation                              (79,085)
                                                                    -----------
                   Property and Equipment, net                      $   147,919
                                                                    ===========

5. NOTES PAYABLE

         Notes Payable consisted of the following at December 31, 2001:

<TABLE>
<CAPTION>
                                       Note Payable                           Amount
           ---------------------------------------------------------------------------
<S>                                                                          <C>
      (i)  Augusta Street LLC $100,000 note payable, 10% interest            $ 100,000

     (ii)  Augusta Street LLC $138,000 note payable, 4.75% interest          $ 138,000

    (iii)  Naline Thompson $50,000 note payable, 12% interest                $  50,000

           Merrill Corporation $145,496 note payable, 8% interest, due
           upon demand                                                       $ 145,496

           Aloe Commodities International, Inc.,
           non-interest bearing, due upon demand                             $  52,500

     (iv)  Lightfoot                                                         $  40,967

           Life Dynamics, Inc. note payable, interest-free                   $  31,125
                                                                             ---------

                                      Notes Payable                          $ 558,088
                                                                             =========
</TABLE>

(i) Payee of the note is entitled, at its option, to convert at any time, the
principal amount of this note at a conversion price equal to 75% of the five-day
average closing bid price of the Common Stock for the five trading days
immediately preceding the applicable conversion date. The beneficial conversion
feature of $ 33,333 was recorded in the financial statements. This note is due
upon demand.

(ii) Payee of the note is entitled, at its option, to convert at any time, the
principal amount of this note at a conversion price equal to 75% of the five-day
average closing bid price of the Common Stock for the five trading days
immediately preceding the applicable conversion date. The beneficial conversion
feature of $ 46,000 was recorded in the financial statements. This note is due
December 31, 2002.

                                      F-13
<PAGE>

(iii) The investor received 2,000 shares of NHTC Common Stock as well as a
warrant to purchase 2,000 shares of the Common Stock of NHTC at an exercise
price of $0.05 per share for three years.

(iv) Note due to Michael and Linda Lightfoot, bears interest at prime plus
1.75%, monthly payments are being made.

6. LONG-TERM DEBT

            Long-term debt consisted of the following at December 31, 2001:

                             Debt Instrument                          Amount
         -----------------------------------------------------------------------

(i)      Samantha Haimes, $325,000, 10% interest                    $ 296,892

(ii)     State of Texas, $114,278, 7% interest                      $  96,738

(iii)    Robert L. Richards, interest-free                          $  53,757
                                                                    ---------

              Total Debt                                            $ 463,383

              Less: Current Portion of Long-term Debt               $ 171,070
                                                                    ---------

              Long-term Debt                                        $ 292,313
                                                                    =========


(i) NHTC is making monthly payments of $12,000 through July 2002 and thereafter
$15,000 per month until repaid in full with interest.
(ii) NHTC is making monthly payments of $2,200 until repaid in full with
interest.
(iii) NHTC is making monthly payments of $1,333 until repaid in full with
interest.

                               Date                  Amount
                         ----------------       ---------------

                               2002                $ 171,070

                               2003                $ 199,517

                               2004                $  39,134

                               2005                $  40,807

                       2006 and thereafter         $  12,855

     As of December 31, 2001, NHTC owed approximately $70,000 to Robert L.
Richards, a former president and a director, in connection with liabilities
assumed in connection with the KII acquisition.

7. PAYROLL TAX LIABILITIES

     During 2000 and 1999, Kaire Nutraceuticals, Inc. did not make payroll tax
deposits with the Internal Revenue Service ("IRS") and the various state taxing
authorities on a timely basis. Kaire Nutraceuticals, Inc. did file all required
payroll tax returns. This liability of approximately $630,000 is fully reserved
for in the financial statements.

                                      F-14
8. STOCKHOLDERS' EQUITY

A. Common Stock - NHTC is authorized to issue 500,000,000 shares of Common
Stock, $.001 par value.

B. Preferred Stock - NHTC is authorized to issue a maximum of 1,500,000 shares
of $1,000 par value preferred stock, in one or more series and containing such
rights, privileges and limitations, including voting rights, dividend rates,
conversion privileges, redemption rights and terms, redemption prices and
liquidation preferences, as NHTC's board of directors may, from time to time,
determine.

Series E Preferred Stock.
     In August 1998, NHTC issued 1,650 shares of Series E Preferred Stock with a
stated value of $1,000 per share realizing net proceeds of $1,439,500. The
preferred stock and the accrued dividends thereon are convertible into shares of
NHTC's Common Stock at a conversion price equal to the lower of 75% of the
average closing bid price of the Common Stock for the five trading days
immediately preceding the conversion date or 100% of the closing bid price on
the day of funding. This series of stock is convertible commencing 60 days after
issuance. Due to the beneficial conversion features in the issuance of this
series of preferred stock, an imputed dividend of $550,000 has been recorded.

     If NHTC does not have an effective Common Stock registration 120 days
subsequent to the issuance of Series E Preferred Stock, a 2% penalty on the face
amount of $1,650,000 accrues for every 30 days without an effective registration
statement. As of the year ended December 31, 2000 NHTC had recorded a charge of
$635,471 due to non-compliance with this clause.

     In the year ended December 31, 2000, $103,715 in accrued dividends was
recorded for the period such stock was outstanding.

     During the year ended December 31, 2000, NHTC had converted 93 shares of
the Series E Preferred Stock into 2,984,122 shares of Common Stock.

     In the year ended December 31, 2001, $33,780 in accrued dividends was
recorded for the period such stock was outstanding.

     During the year ended December 31, 2001, NHTC had converted 947 shares of
the Series E Preferred Stock into 355,230 shares of Common Stock.

     Series F Preferred Stock.
     In February 1999, NHTC issued 2,800 shares of Series F Preferred Stock with
a stated value of $1,000 per share realizing a net value of $2,800,000. This
issuance is in accordance with the asset purchase agreement of KII. The
preferred stock pays a dividend at 6% per annum and is payable upon conversion
into either cash or common stock. The preferred stock and the accrued dividends
thereon are convertible into shares of the Company's Common Stock at a
conversion price equal to 95% of the average closing bid price of the Common
stock for the three trading days immediately preceding the date on which NHTC
receives notice of conversion from a holder. NHTC is permitted at any time, on
five days prior to written notice, to redeem the outstanding preferred stock at
a redemption price equal to the stated value and the accrued dividends thereon.

     In the year ended December 31, 2000, NHTC had converted 3 shares of the
Series F Preferred Stock into 1,383 shares of Common Stock.

     In the year ended December 31, 2001, $32,732 in accrued dividends was
recorded for the period such stock was outstanding.

     During the year ended December 31, 2001, NHTC had converted 1,416 shares of
the Series F Preferred Stock into 515,592 shares of Common Stock.

                                      F-15
<PAGE>

     Series G Preferred Stock.
     In February 1999, NHTC issued 350 shares of Series G Preferred Stock with a
stated value of $1,000 per share realizing a net value of $350,000. The
preferred stock pays a dividend at the rate of 6% per annum. The preferred stock
and the accrued dividends thereon are convertible into shares of NHTC's Common
Stock at a conversion price equal to 95% of the average closing bid price of the
common stock for the three trading days immediately preceding the date on which
the Company receives notice of conversion. NHTC is permitted at any time, on
five days prior written notice, to redeem the outstanding preferred stock at a
redemption price equal to the stated value and the accrued dividends thereon.

     During the year ended December 31, 2000, NHTC had converted 6 shares of the
Series G Preferred Stock and accrued dividends of $20,942 into 2,798 shares of
Common Stock.

     In the year ended December 31, 2001, $7,198 in accrued dividends was
recorded for the period such stock was outstanding.

     During the year ended December 31, 2001, NHTC had converted 344 shares of
the Series G Preferred Stock into 157,322 shares of Common Stock.

     Series H Preferred Stock.
     In October 2000, NHTC sold 50 shares of Series H Preferred Stock with a
stated value of $1,000 per share realizing net proceeds of $43,500. The
preferred stock pays a dividend at the rate of 8% per annum. The preferred stock
and the accrued dividends thereon are convertible into shares of NHTC's Common
Stock at a conversion price equal to the lower of the closing bid price on the
date of issuance or 75% of the average closing bid price of the Common Stock for
the three trading days immediately preceding the date on which NHTC receives
notice of conversion from a holder.

     In April 2001, NHTC issued 50 shares of Series H Preferred Stock for
$50,000 realizing net proceeds of $43,500. 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 conversion date or 75% of the market value
of the Common Stock on the conversion date.

     In May 2001, NHTC issued 50 shares of Series H Preferred Stock for $50,000
realizing net proceeds of $43,500. 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 conversion date or 75% of the market value of the
Common Stock on the conversion date

     If NHTC does not have an effective Common Stock registration 120 days
subsequent to the issuance of the Series H Preferred Stock, a 2% penalty on the
face amount of $1,400,000 accrues for every 30 days without an effective
registration statement. As of the year ended December 31, 2001 NHTC had recorded
a charge of $12,000 due to non-compliance with this clause.

     In the year ended December 31, 2000, NHTC recorded an imputed dividend of
$16,667 due to the beneficial conversion features in the Series H Preferred
Stock. An additional $49,686 in accrued dividends was recorded for the period
such stock was outstanding.

     During the year ended December 31, 2000, NHTC had converted 359 shares of
the Series H Preferred Stock into 4,347 shares of Common Stock.

     In the year ended December 31, 2001, NHTC recorded an additional $19,611 in
accrued dividends was recorded for the period such stock was outstanding.

     During the year ended December 31, 2001, NHTC had converted 615 shares of
the Series H Preferred Stock into 276,994 shares of Common Stock.

                                      F-16
<PAGE>

     Series J Preferred Stock.
     In March 2000, NHTC sold 1,000 shares of Series J Preferred Stock with a
stated value of $1,000 per share realizing net proceeds of $936,000. The
preferred stock pays a dividend at the rate of 10% per annum, payable in cash or
stock at NHTC's option. 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 NHTC
receives notice of conversion from a holder.

      If NHTC does not have an effective Common Stock registration 120 days
subsequent to the issuance of the Series J Preferred Stock, a 2% penalty on the
face amount of $1,000,000 accrues for every 30 days without an effective
registration statement. As of the year ended December 31, 2001, NHTC had
recorded a charge of $411,890 due to non-compliance with this clause.

     In the year ended December 31, 2001, NHTC recorded an additional $17,051 in
accrued dividends was recorded for the period such stock was outstanding.

     During the year ended December 31, 2001, NHTC had converted 206 shares of
the Series J Preferred Stock into 122,604 shares of Common Stock.

C. Convertible Debentures - During 2001, NHTC converted approximately $385,409
of its promissory notes, plus accrued interest of $37,604 into 228,870 shares of
Common Stock.

     NHTC issued 5,000 shares of Common Stock to certain management employees in
April 2001 and recorded $30,500 of compensation expense.

     NHTC issued 2,000 shares of Common Stock in a verbal agreement to Capital
Development S.A., a consulting firm in August 2001 and recorded $11,800 of
consulting expense.

     In August 2001, NHTC issued 200,000 shares of Common Stock to Summit
Trading Ltd., a consulting firm, as part of a long-term consulting agreement.
This issuance was recorded as deferred compensation and will be amortized over
the life of the agreement.

     In January 2001, NHTC entered into a joint venture with Lexxus
International and formed a new majority-owned subsidiary, Lexxus International,
Inc., a Delaware corporation. The original founders of Lexxus International
received an aggregate of 100,000 shares of NHTC's Common Stock, par value of
$0.001.

9. INCOME TAXES

         The Company's provision for income taxes consisted of the following:

                                               Years ended December 31,
                                             ---------------------------
                                                 2001           2000
                                             ------------   ------------

    Current tax expense:
         Federal                             $    156,000   $         --
         State                                     36,000             --
         Foreign                                   18,000             --
                                             ------------   ------------
                                             $    210,000   $         --
                                             ============   ============

                                      F-17
<PAGE>

         The Company accounts for income taxes under the provisions of SFAS 109.
SFAS 109 requires the recognition of deferred tax assets and liabilities for
both the expected impact of differences between the financial statement and tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax loss and tax credit carryforwards. SFAS 109 additionally
requires the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets. At December 31, 2001, the Company had net
deferred assets of approximately $5.3 million which included deferred tax assets
of approximately $5.6 million comprised primarily of net operating loss carry
forwards and deferred liabilities of approximately $300,000 comprised primarily
of the difference between the financial statement and tax basis of fixed assets.
The Company has established a valuation allowance for the full amount of such
net deferred tax assets at December 31, 2001, 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.

         The Company has a net operating loss carry forward at December 31, 2001
of approximately $13.1 million, a portion of which begins to expire beginning in
2011. A portion of the net operating loss carry forward may be subject to an
annual limitation as defined by Section 382 of the Internal Revenue Code. The
Company has not provided for U.S. Federal and foreign withholding taxes on the
foreign subsidiaries undistributed earnings as of December 31, 2001. Such
earnings are intended to be reinvested indefinitely.

         The provision for income taxes differs from the amount computed by
applying the statutory federal income tax rate to income before income taxes as
follows:

                                                        For the year ended
                                                            December 31,
                                                   ---------------------------
                                                       2001           2000
                                                   ------------   ------------
      Income tax computed at the US Federal
      statutory rate                               $     29,000   $         --
      Effect of permanent differences                   101,000             --
      Increase in valuation allowance                    52,000             --

      Foreign taxes different than Federal rate           4,000             --

      State income taxes, net of Federal benefit         24,000             --
                                                   ------------   ------------
      Provision for income taxes                   $    210,000   $         --
                                                   ============   ============

10. COMMITMENTS AND CONTINGENCIES

A.  Leases
      Lexxus leases an aggregate of approximately 16,000 square feet of office
and warehouse space in Dallas, Texas. The lease term is 38 months, expiring on
September 30, 2004, and the current rent is approximately $151,500 per year.
Additional warehousing for Lexxus is located in Branson, Missouri where Lexxus
utilizes approximately 35,000 square feet of warehouse space. The lease term is
on a month-to-month basis at a rent of $18,000 per year. The Canadian office and
warehouse of Lexxus and eKaire leases office space in Langley, British Columbia,
totaling approximately 3,600 square feet. The lease term is 36 months, expiring
on December 1, 2004 and the current rent is approximately $25,000 per year.

      Kaire Australia, Kaire New Zealand, Lexxus Australia and Lexxus New
Zealand lease office space and warehouse facilities of approximately 2,475
square feet in Queensland, Australia. The lease term is 60 months, expiring on
January 1, 2007, and the current rent is approximately $20,000 per year.

      In March 2002, Lexxus Taiwan entered into a two-year lease of 6,314 square
feet at a current rent of approximately $75,000 per year.

                                      F-18
<PAGE>

B. Litigation
     On August 4, 1997, Samantha Haimes brought an action in the Fifteenth
Judicial Circuit of Palm Beach County, Florida, against NHTC and National Health
Care Centers of America, Inc., a wholly owned subsidiary of NHTC. NHTC asserted
counterclaims against Samantha Haimes and Leonard Haimes. The complaint arises
out of the defendants' alleged breach of contract in connection with NHTC's
natural health care center, which was located in Boca Raton, Florida. NHTC
agreed to settle such actions for shares of Common Stock with a fair market
value of $325,000, but not less than 125,000 shares of Common Stock and agreed
to register such shares. On October 10, 2000, due to noncompliance with the
settlement, a judgment was taken against NHTC in the amount of $325,000 plus
interest. On October 12, 2001, NHTC entered into a payment arrangement to settle
this obligation. NHTC has recorded a liability of $325,000 plus interest at ten
percent (10%) per annum, which is included in the financial statements for the
year ended December 31, 2001.

     On July 10, 2000, the State of Texas obtained a judgment against NHTC in
the amount of $109,170 for unpaid sales taxes, penalties, interest, and attorney
fees. NHTC has entered into a voluntary payment arrangement and has recorded a
liability of $109,170 plus interest at seven percent (7%) per annum, which is
included in the financial statements for the year ended December 31, 2001.

     On December 29, 2000, Merrill Corporation obtained a judgment against NHTC
in the amount of $145,497, plus interest at eight percent (8%) per annum, which
is included in the financial statements for the year ended December 31, 2001.

     On October 30, 2001, Omni Group LLC filed an action in the State of
Vermont, Addison Superior Court, against NHTC alleging that NHTC tortuously
interfered with existing contractual relationships and made representations
about Omni Group that are untrue. Omni Group is seeking $5 million in
compensatory damages and $5 million in punitive damages. NHTC is defending this
action. NHTC filed an answer on April 2, 2002 in which NHTC denied any
wrongdoing. In 2003, this case was settled out of court for a nominal fee.

     On November 22, 2001, Pfizer, Inc. filed an action in the United States
District Court, Southern District of New York, against Lexxus alleging, among
other things, infringement of a federally registered trademark, federal false
designation of origin and unfair competition, federal trademark dilution,
federal false advertising and unfair competition, common law trademark
infringement, trademark dilution and deceptive acts and practices. NHTC has
settled this action.

     On March 21, 2002, NFL Properties, Inc. brought an action in the Supreme
Court of the County of Onondaga in the State of New York against NHTC and
Natural Health Laboratories in the amount of approximately $126,000 for alleged
breach of contract. NHTC's management argued that the complaint naming NHTC as a
defendant was erroneous, a case of mistaken identity, and successfully had NHTC
removed as a defendant.

C. Major Supplier
    NHTC currently buys all of its Pycnogenol(R), an important component of its
products, from a single supplier, Natural Health Sciences, L.L.C.

    Although there are a limited number of manufacturers of this component,
management believes that other suppliers could provide similar components on
comparable terms. NHTC does not maintain any contractual commitments or similar
arrangements with other suppliers.

    NHTC purchases its products from manufacturers and suppliers on an as
needed basis. Should these relationships terminate, NHTC's supply and ability to
meet consumer demands would not be adversely affected.

                                      F-19
<PAGE>

11. STOCK OPTION PLANS AND WARRANTS

     The following table summarizes the changes in options and warrants
outstanding, and the related exercise price for shares of NHTC's Common Stock:

<TABLE>
<CAPTION>
                                                  Weighted
                                                  Average                                              Weighted
                                                  Exercise                                             Average
                                                    Price                                              Exercise
                                                    Stock                                               Price:
                                     Shares        Options   Exercisable      Shares       Warrants   Exercisable
                                   ----------    ----------   ----------    ----------    ----------   ----------
<S>                                    <C>       <C>              <C>          <C>            <C>          <C>
Outstanding at December 31, 1999        3,391        601.00        3,391        28,132        700.00       28,132
                                   ----------    ----------   ----------    ----------    ----------   ----------
     Granted                               --            --           --         1,389        144.00        1,389
     Cancelled                         (2,950)       350.00       (2,950)           --            --           --
                                   ----------    ----------   ----------    ----------    ----------   ----------
Outstanding at December 31, 2000          441    $ 1,568.00          441        29,521        674.00       29,521
                                   ----------    ----------   ----------    ----------    ----------   ----------
     Granted                           63,500    $     1.22       63,000            --            --           --
     Cancelled                           (441)         1.00         (441)      (29,521)           --      (29,521)
                                   ----------    ----------   ----------    ----------    ----------   ----------
Outstanding at December 31, 2001       63,500    $     1.22       63,000            --            --           --
                                   ----------    ----------   ----------    ----------    ----------   ----------
</TABLE>

     The following table summarizes information about exercisable stock options
and warrants at December 31, 2001:

<TABLE>
<CAPTION>
                  Range of                     Remaining    Average                    Average
                  Exercise        Number      Contractual   Exercise      Number       Exercise
                    Price       Outstanding      Life        Price      Exercisable     Price
               --------------------------------------------------------------------------------
<S>             <C>               <C>             <C>        <C>          <C>           <C>
   Options:     $1.10- $5.00      63,500          4-9        $1.22        63,000        $1.23
</TABLE>

      For disclosure purposes in according with Statement of Financial
Accounting Standards 123 ("SFAS 123"), the fair value of options is estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted average assumptions used for stock options granted during the
years ended December 31, 2001 and 2000 respectively: annual dividends of $0.00,
expected volatility of 50%; risk free interest rate of 7% and expected life of
10 years. The weighted average fair value of stock options granted during the
years ended December 31, 2001 and 2000 was $0.56 and $0.00, respectively. If
NHTC had recognized compensation cost of stock options in accordance with SFAS
123, NHTC's proforma income (loss) and net income (loss) per share would have
been as follows:

                                                       Year Ended December 31,
                                                     --------------------------
                                                         2001           2000
                                                      As Restated
                                                     ------------  -------------
Net income available to common shareholders          $   (623,370) $(11,947,000)
  Add: Stock-based employee compensation
  expense included in reported net income,
  net of tax effect                                       120,000            --

  Deduct: Total stock-based employee compensation
  expense determined under fair value based
  method, net of tax effect                               (35,280)           --

Pro forma net income available to common
stockholders                                             (538,650)  (11,947,000)

Basic income per share:
  As reported                                        $      (0.46)      (124.48)
  Pro forma                                          $      (0.46)      (124.48)

Diluted income per share:
  As reported                                        $      (0.46)      (124.48)
  Pro forma                                          $      (0.46)      (124.48)

                                      F-20
<PAGE>

12. FOREIGN SALES

    NHTC has substantially increased its international presence both in sales
and long-lived assets. NHTC's sales and long-lived assets by country as of
December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                              United      Australia and      Other
                                              States       New Zealand    Subsidiaries   Consolidated
                                            -----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>            <C>
Sales to unaffiliated customers             $20,894,000    $ 2,094,000    $       -0-    $22,988,000

Long-lived assets at December 31, 2001      $   725,000    $    55,000    $       -0-    $   780,000
</TABLE>

13. FOURTH QUARTER ADJUSTMENTS

    Fourth quarter adjustments include the following:

                Penalties on Preferred Stock     $ 1,586,000

                                      F-21
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, we have duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated:     Dallas, Texas
           April 12, 2004


                               NATURAL HEALTH TRENDS CORP.



                               By: /s/ MARK D. WOODBURN
                                   --------------------------------------------
                                   Mark D. Woodburn
                                   President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


         Pursuant to the requirements of Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                      Title                              Date
---------                      -----                              ----


/s/ MARK D. WOODBURN           President, Chief Financial         April 12, 2004
-----------------------------  Officer and Director
Mark D. Woodburn

                                       9
<PAGE>

                                  CERTIFICATION

            Pursuant to Section 302 of the Sarbanes Oxley Act of 2002


I, Mark Woodburn, certify that:

1.   I have reviewed this amended annual report on Form 10-KSB/A of Natural
Health Trends Corp.;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.   I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

         a)   designed such internal controls to ensure that material
information relating to the registrant and its subsidiaries (collectively, the
"Company") is made known to me by others within the Company, particularly during
the period in which this annual report is being prepared;

         b)   evaluated the effectiveness of the registrant's internal controls
as of a date within 90 days prior to the filing date of this annual report (the
"Evaluation Date"); and

         c)   presented in this annual report my conclusions about the
effectiveness of the disclosure controls and procedures based on my evaluation
as of the Evaluation Date;

5.   I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of the registrant's board of directors:

         a)   all significant deficiencies (if any) in the design or operation
of internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b)   any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.   I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date:  April 12, 2004

/s/ MARK WOODBURN
-------------------------------------
Mark Woodburn
President and Chief Financial Officer

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