Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405



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UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, DC 20549




FORM 12b-25




NOTIFICATION OF LATE FILING





OMB APPROVAL





OMB Number:......................3235-0058




Expires:.......................October 31, 2018




Estimated average burden




hours per response...........................2.50










SEC FILE NUMBER




001-36849










CUSIP NUMBER




63888P406

















































(Check one):





☒ Form 10-K





☐ Form 20-F





☐ Form 11-K





☐ Form 10-Q





☐ Form 10-D





☐ Form N-SAR










☐ Form N-CSR

























































































For Period Ended:





December 31, 2017










☐ Transition Report on Form 10-K










☐ Transition Report on Form 20-F










☐ Transition Report on Form 11-K










☐ Transition Report on Form 10-Q










☐ Transition Report on Form N-SAR










For the Transition Period Ended:



























Read Instruction (on back page) Before Preparing Form. Please Print or Type.




Nothing in this form shall be construed to imply that the Commission has verified any information contained herein


.

























If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:






























PART I





-- REGISTRANT INFORMATION















































Natural Health Trends Corp.





Full Name of Registrant










Former Name if Applicable










609 Deep Valley Drive, Suite 395





Address of Principal Executive Office


(Street and Number)










Rolling Hills Estates, California 90274





City, State and Zip Code



















PART II





-- RULES 12B-25(b) AND (c)





If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


































(a)




The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;





(b)




The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and





(c)




The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.













































PART III





-- NARRATIVE





State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.






















SEC 1344 (04-09)





Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.







Natural Health Trends Corp. (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2017 by the due date of March 16, 2018, as management has not yet completed its assessment of the Company’s internal control over financial reporting as of December 31, 2017; accordingly, the Company’s independent registered accounting firm, who is auditing the Company for the first time, has not yet completed its integrated audit.  The Company anticipates that its Annual Report on Form 10-K for the year ended December 31, 2017 will be filed prior to the extension date of April 2, 2018.  The Company currently does not expect to report any changes to its financial results from those previously included in its earnings release issued on February 14, 2018 announcing the Company’s results for the quarter and year ended December 31, 2017.




(Attach Extra Sheets if Needed)






















PART IV





-- OTHER INFORMATION

















(1)





Name and telephone number of person to contact in regard to this notification:







































Timothy S. Davidson










(310)










541-0888





(Name)










(Area Code)










(Telephone Number)

























(2)





Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒




No☐























(3)





Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?





Yes ☐  No ☒




If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




Note: This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Therefore, the forward-looking statements in this Form 12b-25 should be considered in light of the risks and uncertainties that attend such statements. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.


























Natural Health Trends Corp.





(Name of Registrant as Specified in Charter)













has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


































Date





March 16, 2018





By





/s/ Timothy S. Davidson




















Timothy S. Davidson, Senior Vice President/Chief Financial Officer







INSTRUCTION


: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.



















ATTENTION




Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).












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The above information was disclosed in a filing to the SEC. To see the filing, click here.

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