SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
NATURAL SOLUTIONS CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
63901V109
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(CUSIP Number)
Michael Klansek, Chief Financial Officer,
Natural Solutions Corporation
100 Volvo Parkway, Suite 200, Chesapeake, Virginia 23320 (757) 548-4242
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 31, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 63901V109
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(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
M.G. ROBERTSON
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(2) Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
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(3) SEC Use Only
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(4) Source of Funds
PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
SHB-301, 977 Centerville Turnpike
Virginia Beach, Virginia 23463
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Number of Shares (7) Sole Voting Power
Beneficially Owned
14,180,000 Shares of Common Stock*
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(8) Shared Voting Power
0 Shares
by Each Reporting
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(9) Sole Dispositive Power
14,180,000 Shares of Common Stock*
Person -----------------------------------
With (10) Shared Dispositive Power
0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
14,180,000 Shares of Common Stock*
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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(13) Percent of Class Represented by Amount in Row (11)
47.01%
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(14) Type of Reporting Person
IN, HC
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* Included in the total shares owned by Dr. Robertson are 4,040,000 share owned
directly, a right to convert the $750,000, $250,000, and $350,000 debentures, at
$0.25 per share totaling 5,400,000 common shares, expiring on August 11, 2001,
June 1, 2005, and July 31, 2005, respectively. In addition, the total shares
owned by Dr. Robertson include a right to convert $435,000, or the portion
advanced under the agreement dated August 31, 2000, at $0.25 per share totaling
1,740,000, expiring on September 1, 2005. Also, included in the total shares
owned by Dr. Robertson is an option to exercise Stock Purchase Warrant 3A to
purchase an additional 3,000,000 shares of the Company's common stock
exercisable at $.25 a share and expiring on June 1, 2005. As of the date of this
filing these warrants have not been exercised.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Statement of
M.G. ROBERTSON
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
NATURAL SOLUTIONS CORPORATION (Commission File No. 0-28155)
The information contained in this Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
ITEM 1. Security and Issuer
The class of equity securities to which this statement on Schedule 13D
relates is the common stock, par value $.01 per share (the "Common Stock"), of
Natural Solutions Corporation, a Florida corporation (the "Company"). The
address of the Company's principal executive offices is 100 Volvo Parkway, Suite
200, Chesapeake, Virginia 23320.
ITEM 2. Identity and Background
(a) This Schedule 13D is being filed by M.G. Robertson, an individual
who is sometimes referred to herein as the "Reporting Person."
(b) The principal business address of the Reporting Person is
SHB-301, 977 Centerville Turnpike, Virginia Beach, Virginia 23463.
(c) The Reporting Person is the Chairman of the Company, which is
focused on the distribution of a patented environmentally friendly corrosion
inhibiting products for de-icing and anti-icing under the ICE BAN(R) brand and
the environmentally friendly road stabilization and dust control products
currently marketed under the RB ULTRA(TM) brand. The principal address of the
Company is set forth in Item 1 above.
d) and (e) The Reporting Person has not, during the last five years,
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) a party to a (civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which he was or is
subject to a judgment, decree or final order enjoining future violations of, or
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prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration
On August 31, 2000, in exchange for a loan of FOUR HUNDRED AND THIRTY-FIVE
THOUSAND DOLLARS ($435,000) to the Company by M. G. Robertson, the Company
executed a Convertible Debenture with a Maturity Date of September 1, 2005 and
simple interest at ten- percent (10%) per annum which is secured by all the
assets of the Company. The debenture may be converted at the election of the
holder into the common stock of the Company at or prior to maturity at
twenty-five cents ($0.25) per share. M.G. Robertson will be entitled to receive
ONE MILLION FOUR HUNDRED THOUSAND (1,740,000) shares of the Company's Common
Stock at or prior to the maturity of the Debenture. In addition, the interest
thereon may be payable in shares of the Company's common stock at the election
of the Company. [See: Exhibit A & D Attached]
M.G. Robertson is presently negotiating the structure of an
additional loan to the Company of ONE HUNDRED THOUSAND DOLLARS ($100,000). The
Company believes that the final terms of this loan will be similar to earlier
Convertible Debentures which may include the issuance of additional shares of
the Company's Common Stock and the accrual of a per annum interest rate.
ITEM 4. PURPOSE OF THE TRANSACTION
The principal purpose of the transaction was to effect a capital
infusion into the Company and to establish a means whereby M.G. Robertson may
continue to make additional capital infusions into the Company if so warranted.
Other than through the additional purchases of the Company's common
stock pursuant to the Stock Purchase Warrant No. W-3A, or as described herein,
the Reporting Person has no present plans, proposals or intention which relate
to or would result in (a) the acquisition by any person of additional securities
of the Company (other than in connection with stock option plans or other
employee benefit plans of the Company), or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (d) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change to the Company's business or corporate structure (other
than the possible consolidation or other reorganization of the Company's
subsidiaries); (g) changes in the Company's charter or bylaws or other actions
which may impede the acquisition of control of the Company by any person; (h)
the Common Stock or any other class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (i) any action similar to any of
those enumerated above.
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The Reporting Person is not under any obligation to increase or
decrease his holdings of Common Stock. Depending upon future developments, the
Reporting Person may, in his discretion, develop plans at any time or from time
to time which could relate to or result in one or more of the actions or events
described above. The Reporting Person reserves the right to act with respect to
his holdings as he deems in his own best interest.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The Reporting Person is the beneficial owner of 14,180,000
shares of the Common Stock (the "Shares"), which represent 47.01% of the
outstanding shares of the Common Stock. [The 47.01% is calculated as follows:
20,026,540 shares issued and outstanding to date + 5,400,000 shares issuable to
M.G. Robertson pursuant to the Convertible Debentures dated August 11,1999, as
amended, June 1, 2000, and July 31, 2000, 1,740,000 shares issuable to M.G.
Robertson pursuant to the Convertible Debentures dated August 31,2000, and
3,000,000 shares issuable at any time after June 1,2000 pursuant to the Stock
Purchase Warrant, No. W-3A.] The Reporting Person has the sole power to vote and
dispose of the Shares. Of the Shares: (i) 4,040,000 are held by the Reporting
Person in his individual capacity; (ii) 5,400,000 are issuable upon the maturity
date of the Convertible Debentures dated August 11, 1999, as amended, June 1,
2000, and July 31, 2000 or earlier upon the election of either the holder or
upon the early payment of said Convertible Debenture by the Company; (iii)
1,740,000 are issuable upon the maturity date of the Convertible Debentures
dated August 31,2000, and (vi) 3,000,000 are issuable upon exercise of stock
purchase warrants at an exercise price of $0.25 per share.
(c) Except for the transactions reported herein, neither the Reporting
Person nor any of the persons named in this Item 5 has effected any transactions
in the Common Stock during the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description
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4.7 * Natural Solutions Corporations Convertible Debenture for the benefit
of M.G. Robertson dated August 31, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
August 31, 2000 /s/ M.G. Robertson
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M.G. ROBERTSON
