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)
June 1, 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 11,040,000 Shares of Common Stock*
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(8) Shared Voting Power
0 Shares
by Each
Reporting ----------------------------------------------------
(9) Sole Dispositive Power
11,040,000 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
11,040,000 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)
40.89%
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(14) Type of Reporting Person
IN, HC
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* Includes 3,000,000 shares of Common Stock M.G. Robertson would be entitled to
subscribe to at a purchase price of $0.25 per share at any time from June 1,
2000 up to and including June 1, 2005 pursuant to the Stock Purchase Warrant
W-3A dated June 1, 2000 and expiring June 1, 2005, and includes 4,000,000 shares
of Common Stock M.G. Robertson would be entitled to receive upon the maturity of
the $750,000 and $250,000 Convertible Debentures dated August 11, 1999, as
amended, and June 1, 2000, respectively, which accrue at ten
percent(10%)interest per annum and which interest is payable, at the election of
the Company, in shares of its common stock, each share to be valued at $0.25).
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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
CUSIP NO. 63901V109
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(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 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 June 1, 2000, in exchange for a loan of TWO HUNDRED AND FIFTY THOUSAND
DOLLARS ($250,000) to the Company by M. G. Robertson, the Company executed a
Convertible Debenture with a Maturity Date of June 1, 2005 and simple interest
at ten percent(10%) per annum which is secured by all the assets of the Company
and which may be later secured by certain works of art belonging to the Janke
Family Trust. 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
(1,000,000) 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]
On June 1, 2000, the Company executed Stock Purchase Warrant, No.
W-3A, for the benefit of M.G. Robertson giving him the right to purchase at a
purchase price of twenty-five cents($0.25) per share at any time from June 1,
2000, up to and including June 1, 2005, THREE MILLION (3,000,000) fully paid and
nonassessable shares of the Company's Common Stock. Simultaneously with the
execution thereof the Company amended, cancelled and surrendered two earlier
Stock Purchase Warrants: W-1A and W-2A, each being issued on August 11,
1999.[See: Exhibit B & C Attached]
M.G. Robertson is presently negotiating the structure of an
additional loan to the Company of SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS
($750,000). 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.
In addition, the Company has granted M.G. Robertson an interest in
all the assets of the Company as security against the Convertible Debenture
dated June 1, 2000.
CUSIP NO. 63901V109
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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.
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 11,040,000
shares of the Common Stock (the "Shares"), which represent 40.89% of the
outstanding shares of the Common Stock. [The 40.89 % is calculated as follows:
20,026,540 shares issued and outstanding to date + 4,000,000 shares issuable to
M.G. Robertson pursuant to the Convertible Debentures dated August 11,1999, as
amended, and June 1, 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)
4,000,000 are issuable upon the maturity date of the Convertible Debentures
dated August 11, 1999, as amended, and June 1, 2000 or earlier upon the election
of either the holder or upon the early payment of said Convertible Debenture by
the Company; and (iii) 3,000,000 are issuable upon exercise of stock purchase
warrants at an exercise price of $0.25 per share.
(c) Except for the acquisition of the Shares therein, 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.
CUSIP NO.63901V109
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(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
<TABLE>
<S> <C>
Exhibit Description
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4.2 * First Amendment to Convertible Debenture due August 31, 2001
4.3 * Natural Solutions Corporations Convertible Debenture for the benefit of M.G.
Robertson dated June 1, 2000.
4.5 * Natural Solutions Corporation Stock Purchase Warrant No. W-3A dated June 1,
2005.
10.25 * Security Agreement relating to the Convertible Debenture dated June 1, 2000.
</TABLE>
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.
June 15, 2000 /s/ M G Robertson
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M.G. ROBERTSON
CUSIP NO.63901V109
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