U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the quarter ended: April 30, 2000
Commission file no.: 0-28155
NATURAL SOLUTIONS CORPORATION
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(Name of small business issuer as specified in its charter)
Nevada 88-0367024
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
100 Volvo Parkway, Suite 200
Chesapeake, Virginia 23320
-------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number : (757) 548-4242
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
None None
-------------------------- -------------------------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
-----------------------------------
(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696
Fax: (561) 659-5371
<PAGE>
Indicate by 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
--- --
State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest practicable date: As of April 30, 2000, there are
20,026,540 shares of voting common stock of the registrant issued and
outstanding.
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of
April 30, 2000 and 1999, and July 31, 1999 F-2
Consolidated Statements of Operations for the
Three and Nine Months Ended April 30, 2000 and 1999 F-3
Statements of Consolidated Cash Flows for the
Nine Months Ended April 30, 2000 and 1999 F-4
Notes to the Consolidated Financial Statements F-5
<PAGE>
Board of Directors and Shareholders
Natural Solutions Corporation
I have reviewed the unaudited condensed balance sheet of Natural Solutions
Corporation as of April 30, 2000 and the related unaudited condensed statement
of operations for the three month period ended April 30, 2000 and the cash flow
statement for the nine month period ended April 30, 2000 which are included in
the Natural Solutions Corporation Form 10-QSB for the period ended April 30,
2000. All information included in these financial state ments is the
representation of the management of Natural Solutions Corporation.
I conducted my review in accordance with standards established by the American
Institute of Certified Public Ac countants. A review of interim financial
information consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an examination in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, I do not express such an
opinion.
Based on my review, I am not aware of any material modifications that should be
made to these condensed interim financial statements in order for them to be in
conformity with Generally Accepted Accounting Principles.
I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Natural Solutions Corporation as of July 31,
1999, and the related statements of operations, cash flows and shareholders'
equity for the year then ended (not presented herein). In my report dated
September 2, 1999 I expressed an unquali fied opinion on those financial
statements. In my opinion, the information set forth in the accompanying
condensed balance sheet as of July 31, 1999 is fairly stated, in all material
respects, in relation the balance sheet from which it was derived.
/s/ Michael F. Cronin
Michael F. Cronin, CPA
June 14, 2000
<PAGE>
<TABLE>
<CAPTION>
NATURAL SOLUTIONS CORPORATION
Consolidated Balance Sheets
(Unaudited) (Unaudited)
April 30, 2000 April 30, 1999 July 31, 1999
------------------ ------------------ ------------------
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents $126,252 $96,439 $0
Accounts Receivable - Trade 110,020 445,382 86,339
Other Receivables 9,968 183 5,375
Inventories 671,209 630,494 626,872
Prepaid Expenses 21,918 100,849 62,736
------------------ ------------------ ------------------
Total Current Assets 939,367 1,273,347 781,322
Property and Equipment, net 93,561 126,953 112,453
Investment in Affiliate 18,750 233,713 18,750
Licensing Agreement, net 364,259 455,300 419,620
Deferred Tax Asset - 217,606 -
Amounts Due From Related Parties 212,908 157,467 54,741
Other 3,686 3,686 3,686
------------------ ------------------ ------------------
$1,632,531 $2,458,072 $1,390,572
================== ================== ==================
Current Liabilities:
Accounts Payable - Trade 876,317 730,690 1,115,754
Accrued Expenses 282,875 18,422 235,597
Note Payable 60,000 - -
Current Portion of Long Term Debt 82,000 82,000 82,000
Current Portion of Related Party Debt 61,951 124,968
------------------ ------------------ ------------------
Total Current Liabilities 1,301,192 893,063 1,558,319
Long Term Debt to Related Parties 257,000 313,762 132,032
Convertible Debenture 750,000
Stockholders' Equity:
Preferred Stock, $0.01 par value,
20,000,000 shares authorized, no shares
have been issued or are outstanding - - -
Common Stock, $0.01 par value,
55,000,000 shares authorized,
20,026,540 issued and outstanding 20,297 15,997 15,997
Additional Paid-in Capital 5,957,324 4,943,337 4,939,124
Other Comprehensive Income (121,727) - (121,727)
Accumulated Deficit (6,531,555) (3,708,087) (5,133,173)
------------------ ------------------ ------------------
Total Stockholders' Equity (675,661) 1,251,247 (299,779)
------------------ ------------------ ------------------
$1,632,531 $2,458,072 $1,390,572
================= ================== ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
The interim financial statements include all adjustments, which,
in the opinion of the management, are necessary
in order to make the financial statements not mislieading.
F-2
<PAGE>
<TABLE>
<CAPTION>
NATURAL SOLUTIONS CORPORATION
Consolidated Statements of Operations
(Unaudited)
For the Three Months For the Nine Months
Ended April 30, Ended April 31,
2000 1999 2000 1999
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Net Sales $256,037 $201,302 $1,388,770 $1,744,101
Costs Applicable to Sales 318,418 161,418 1,161,942 1,218,609
-------------- ------------- -------------- --------------
Gross Profit(loss) (62,381) 39,884 226,828 525,492
Selling and Administrative Expenses 507,359 418,905 1,572,711 1,375,578
-------------- ------------- -------------- --------------
Losses from Operations (569,740) (379,021) (1,345,883) (850,086)
Other Expense, net (20,515) 1,428 (52,499) 1,428
-------------- ------------- -------------- --------------
Net Loss Before Taxes (590,255) (377,593) (1,398,382) (848,658)
Income Taxes - - - -
Net Loss ($590,255) ($377,593) ($1,398,382) ($848,658)
============== ============= ============== ==============
Weighted Average Common Shares
Outstanding 20,006,540 15,964,843 19,003,207 15,928,975
-------------- ------------- -------------- --------------
Loss per Share ($0.03) ($0.02) ($0.07) ($0.05)
============== ============= ============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
The interim financial statements include all adjustments, which,
in the opinion of the management, are necessary
in order to make the financial statements not mislieading.
F-3
<PAGE>
<TABLE>
<CAPTION>
NATURAL SOLUTIONS CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended April 30,
2000 1999
------------------- --------------
<S> <C> <C>
Operating Activities:
Net Loss ($1,398,382) ($848,658)
Non-Cash Expenses Included in Net Loss:
Depreciation and Amortization 88,896 90,990
Bad Debts - (20,582)
Product and Services Purchased for Stock
and Options - 381,169
Adjustments to Reconcile Net Loss to Cash
Provided (Consumed) by Operating Activities:
(Increase) in Accounts Receivable (23,681) (106,304)
(Increase) in Other Receivables (4,593)
(Increase) Decrease in Inventories (44,337) 68,088
(Increase) in Prepaid Expenses 40,818 (3,284)
Increase in Accounts Payable and
Accrued Expenses (206,802) 301,195
------------------- --------------
Cash Consumed by Operating Activities (1,548,081)
(137,386)
Financing Activities:
Proceeds from Issuance of Note Payable 60,000 -
Proceeds from Issuance of Long Term Debt 750,000
118,713
Proceeds from Issuance of Common Stock 1,022,500 -
------------------- --------------
Cash Generated by Financing Activities 1,832,500
118,713
Investing Activities:
Acquisition of Equipment - (21,228)
Advances and Charges to Related Parties (158,167) (4,943)
Payments Received on Advances to Related
Parties - 60,995
Investment in Affiliate - (123,713)
------------------- --------------
Cash Provided (Used) in Investing Activities (158,167) (88,889)
Net Increase (Decrease) in Cash 126,252 (107,562)
Cash and Cash Equivalents - Beginning - 125,265
------------------- --------------
Cash and Cash Equivalents - Ending $126,252 $17,703
=================== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
The interim financial statements include all adjustments, which,
in the opinion of the management, are necessary
in order to make the financial statements not mislieading.
F-4
<PAGE>
NATURAL SOLUTIONS CORPORATION
Notes to Interim Financial Statements
Form 10-QSB
April 30, 2000
Note 1. The interim financial statements include all adjustments, which, in the
opinion of management, are necessary in order to make the financial
statements not misleading. The unaudited consolidated financial
statements and notes are presented as permitted by Form 10-QSB.
Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. The accompanying
consolidated financial statements and notes should be read in
conjunction with the audited financial statements and notes of the
Company for the year ended July 31, 1999. The results of operations
for the three-month and nine-month periods ended April 30, 2000 are
not necessarily indicative of those to be expected for the entire
year.
Note 2. The financial statements as of April 30, 1999 and for the periods ended
April 30, 1999 have been restated to reflect year end adjustments to
provide an additional allowance for doubtful accounts totaling
$299,280 which have been allocated back to the applicable quarters.
The result of this adjustment is to increase the loss per weighted
average common share outstanding by $0.003 and $0.019 for the three
months and nine months ended April 30, 1999, respectively.
Note 3. On August 11, 1999, the Company borrowed $750,000 from a related party
in the form of a convertible debenture bearing interest at 10% per
annum and maturing on August 11, 2001. Prior to repayment, the
principal and accrued and unpaid interest may be converted into the
Company's common stock at a price of $0.75 per share. The debenture
includes two detachable warrants entitling the holder to purchase up
to three million shares of the Company s common stock at a price of
$0.75 per share. The warrants expire as follows: one million shares on
July 28, 2000 and two million shares on August 9, 2004. Certain terms
related to the convertible debenture and detachable warrants were
amended in conjunction with the transaction described in Note 4 below.
Note 4. Subsequent to April 30, 2000 and in conjunction with a plan to raise up
to $3 million in additional investment the Company borrowed $250,000
from a related party in the form of a convertible debenture baring
interest at 10% per annum, secured by all the assets of the Company
and maturing June 1, 2005. Prior to repayment, the principal and
accrued and unpaid interest may be converted into the Company's common
stock at a price of $0.25 per share. As a condition of the loan, the
Company amended certain provisions of the convertible debenture issued
on August 11, 1999. The amended terms include; a) the revision of the
conversion rate to common stock from $0.75 per share to $0.25 per
share, and b) secured the convertible debenture with all the assets of
the Company. In addition, the Company amended the exercise price of
the two detachable warrants, issued in conjunction with the
convertible debenture issued on August 11, 1999 from $0.75 to $0.25
per common share.
F-5
<PAGE>
Item 2. Management's Discussion and Analysis
Forward Looking Statements:
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations, and other such matters are
forward-looking statements. These statements are based on certain assumptions
and analyses made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future developments as
well as other factors it believes are appropriate in the circumstances. However,
whether actual results or developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities (or
lack thereof) that may be presented to and pursued by the Company; changes in
laws or regulation; and other factors, most of which are beyond the control of
the Company. Consequently, all of the forward-looking statements made in this
Form 10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
Overview:
The Company was formed to exploit in the United States certain patents, rights
to patents, and other proprietary products covered under a licensing agreement
to market agricultural co-products such as road de-icing and anti-icing, dust
suppressant and road stabilization products. The products are marketed under the
protected trade names of Ice Ban(R) and Roadbind(TM). These products are sold
through a network of direct sales representatives and licensed distributors
throughout the United States.
Results of Operations - The Three Months Ended April 30, 2000 Compared to the
Three Months Ended April 30, 1999:
Net sales for the three months ended April 30, 2000 for continuing operations by
the Company were $256,037 compared to $201,302 for the same period last year;
resulting in an increase of $54,735 or 27%. The increase in sales is primarily
due to an extended winter snow season, which increased sales of Ice Ban(R)
products in February 2000. This extended winter snow season more than offset the
negative effect on sales from the Company's decision to restructure its sales
organization and reduce its dependence on a limited number of specific
customers. The Company continues its efforts to establish its own sales force,
recruiting new distributors, and reducing the size of new and existing
distributor territories. The gross profit (loss) for the current period totaled
($62,381) or (24%) of sales, compared to $39,884, or 20% for the comparable
period in the prior year. The decline in profit margin is largely due to
increased fixed storage and rail car leases, which are spread over relatively
few sales dollars and reduced unit selling prices due to increased competition
from former Ice Ban distributors.
Selling and administrative expenses totaled $507,359 compared to $418,905 for
the same period last year. Increases in marketing costs, rent associated with
moving the Company's headquarters to Virginia,
<PAGE>
additional legal fees associated with the continuing litigation, and increased
insurance costs were primarily responsible for the increase in selling and
administrative expenses of $88,454.
Losses from operations totaled $569,740 compared to losses in the prior year of
$379,021, an increase of $190,719. Other expenses totaled $20,515 bringing the
net loss to $590,255 compared to a net loss of $377,593 for the same period last
year.
While the new management is in the process of a wide-ranging assessment of each
cost item as well as the marketing and sales efforts, it is too early in the
process to predict the steps management will institute as a result. But
management has increased and will continue to seek to increase sales, lower
fixed costs as a percentage of sales and either settle or see through to
successful conclusion the non-productive litigation, which this year has
burdened the Company's bottom line. There can be no assurances that such efforts
will be successful.
Liquidity and Capital Resources:
In the nine months ended April 30, 2000, operating activities consumed
$1,548,081 in cash as compared to $137,386 of cash consumed in the comparable
period in 1999. This increase in cash consumed from fiscal year 1999 to 2000 is
largely due to increases in receivables and inventories associated with the
timing of sales, which occurred later in the current year winter selling season
compared to the same period last year. In addition, accounts payable and accrued
expenses were reduced by $206,802 compared to an increase of $301,195 for the
comparable prior period. Finally, cash consumed by operations in the prior year
was reduced by the issuance of stock and options to purchase product and
services totaling $381,169. That practice was discontinued in the current year.
The Company recorded an infusion of $1,750,000 from financing activities from
the end of its fiscal year to April 30, 2000. The infusion of funds took place
in two separate transactions with a related party. Certain elements of these
transactions were later amended as part of an additional infusion of $250,000 on
June 1, 2000.
The first transaction, as amended, was a $750,000 convertible debenture bearing
interest at 10% per annum, secured by the assets of the Company, and maturing on
August 11, 2001. Prior to repayment, the principal and accrued and unpaid
interest may be converted into the Company's common stock at a price of $0.25
per share. The debenture included two detachable warrants, amended to one
warrant, entitling the holder to purchase up to three million shares of the
Company's common stock at $0.25 per share. The warrants expire on June 1, 2005.
As a part of the transaction a director and significant shareholder has agreed
to vote his shares consistent with the desires of this investor.
The remaining capital was raised through the sale of four million shares of
common stock to a related party for $1 million. As a part of the transaction,
the purchaser acquired, among other rights, the right to name up to three of
seven of the directors of the Company.
In conjunction with a plan to raise up to $3 million in additional investment
the Company borrowed $250,000 from a related party on June 1, 2000. This
borrowing was in the form of a convertible debenture baring interest at 10% per
annum, secured by the assets of the Company and maturing June 1, 2005. Prior to
repayment, the principal and accrued and unpaid interest may be converted into
the Company's common stock at a price of $0.25 per share. As a condition of the
loan, the Company amended certain provisions of the convertible debenture issued
on August 11, 1999. The amended terms include; a) the revision in the common
stock conversion rate from $0.75 per share to $0.25 per share and b) secured the
convertible debenture with the assets of the Company. In addition, the Company
replaced the two detachable warrants, issued in conjunction with the
<PAGE>
convertible debenture issued on August 11, 1999 amending the common stock
exercise price from $0.75 per common share to $0.25 per share.
The Company is in negotiations with the related party that loaned the most
recent $250,000 to loan an additional $750,000. In addition, the Company is
seeking additional outside investment of $2 million to fund its long-term growth
plans. The Company believes that it is necessary to raise this additional debt
or equity capital in order to meet its short-term liquidity and solvency needs
over the next twelve months while maintaining operations and supporting the
further expansion of the Company's sales force. Currently, sales volumes of the
dust suppressant and road stabilization products do not produce sufficient
profits to support the expansion planned for the coming fiscal year.
Impact of the Year 2000 Issue:
The Year 2000 Issue is the result of potential problems with computer systems or
any equipment with computer chips that use dates where the date has been stored
as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock or date
recording mechanism including date sensitive software which uses only two digits
to represent the year, may have recognize the date using 00 as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruption of operations, including among other things,
a temporary inability to process transactions, send invoices, or engage in
similar activities.
To date, the Company has not experienced any noticeable Year 2000 difficulties.
The Company intends to continue to monitor its Year 2000 compliance and to
correct any noncompliance as it is discovered.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
1) Jeffrey Johnson v. Natural Solutions, Case No. CL-99-3185 in the Circuit
Court in and for Palm Beach County, Florida. This was a lawsuit by Mr.
Johnson filed on March 26, 1999, seeking to enforce his employment
agreement. The employment agreement called for arbitration and the Company
successfully moved to have the case arbitrated. Johnson has filed an
arbitration proceeding and the Company has responded with an answer and
defenses. This matter is currently being arbitrated.
2) Dianne Johnson, et al. v. Natural Solutions, et al., Cas No. 99-8228,
United States District Court, Southern District of Florida. This lawsuit
was filed on March 26, 1999 by the Johnson family, seeking damages for
alleged breach of various security regulations and laws by NSC. The Company
has successfully filed two Motions to Dismiss. The Johnson family has filed
a second amended complaint, which NSC has also moved to dismiss. NSC has
filed a counterclaim to rescind the sale of founders stock issued to the
plaintiffs. The stock owned by the Johnson family is founders stock for
which the Johnson family paid approximately $4,000 to the Company. Recently
NSC has filed a substantial counterclaim, alleging breach of fiduciary
duty, breach of securities acts, RICO, fraud, etc. against the Johnson
family arising out of the actions of Warren D. Johnson, Jr., and the
Johnson family in selling restricted founders shares of stock in private
sales before the restrictions were lifted. Initial discovery has been
completed in this case. The parties to this and the following listed legal
action have been in negotiations to reach a settlement. Although no
settlement has been reached, the parties continue to consider alternatives.
3) Dianne Johnson and the Johnson Family vs. Natural Solutions Corporation, et
al., Case No. 99- 5305, in the Circuit Court in and for Palm Beach County.
This is a lawsuit by the Johnson
<PAGE>
family seeking to rescind the sale of Ice Ban, Inc. (New York) to the
Company, which sale occurred in the summer of 1997, based upon alleged
fraudulent misrepresentations surrounding the ownership of the so-called
Toth patent. The Company has filed an answer, affirmative defenses, and a
counterclaim similar to the counterclaim in item b) above. Discovery is
proceeding, but the case is not set for trial. The parties to this and the
previously listed legal action have been in negotiations to reach a
settlement between the parties. Although no settlement has been reached,
the parties continue to consider alternatives.
4) Natural Solutions Corporation, et al. v. Sears Oil, et al., Case No.
99-3344. In the Circuit Court in and for Palm Beach County. This is a
lawsuit filed on April 6, 1999, by the Company for tortious interference
with the Company's rights to the so-called Toth patent acquired by Mr.
George Janke from the Hungarian inventors. This action also claims breach
of fiduciary duty, breach of a confidentiality agreement by Sears and
others acting in concert with Sears. Service has been obtained on most of
the Defendants, and motions to dismiss, motions for lack of personal
jurisdiction, and motions to transfer to New York are scheduled. Some
limited discovery on jurisdiction has been undertaken in this case.
5) Sears Oil Company v. Natural Solutions Corporation, et al., Case No.
99-CV-704-DNH. This is an action filed on January 25, 1999, in New York
State Court, but removed to the United States District Court for the
Northern District of New York. This action alleges fraudulent
misrepresentations by NSC and others based upon the ownership of the Toth
patent and fraudulent inducement into a certain contract for the
distribution of product in New England based upon NSC's alleged
misrepresentations regarding ownership of the Toth patent. The Plaintiff
has amended their Complaint to allege patent infringement of the Toth
patent. In October 1999 Sears Oil and Sears Petroleum sought a temporary
restraining order determining that SeaCo, LLC was the exclusive distributor
for Ice Ban products in the New England States. The Judge denied the
Plaintiff's request for a temporary restraining order and Sears withdrew
its claim for injunctive relief. NSC has answered the complaint and has
filed a counterclaim. The case is not set for trial.
6) Ice Ban America, Inc (the former name of NSC). v. Innovative Municipal
Products, Inc., Case No. 99-00710, State Court of New York. This lawsuit
was filed on March 24, 1999, by NSC to recover two hundred fifty-thousand
dollars ($250,000) owed to it by its New York distributor, Innovative
Municipal Products. Innovative has filed affirmative defenses and
counterclaims based upon alleged misrepresentation regarding the Toth
patent. NSC has answered and filed affirmative defenses to the
counterclaim. Discovery is ongoing in this case, and it has not been set
for trial.
7) Natural Solutions Corporation v. Terrabind International, Inc., Richard
Jurgenson, Joseph Kroll, Richard Weinert: This case was filed by the
Company on May 15, 2000 in the Circuit Court of Palm Beach County, Florida,
seeking damages and injunctive relief against three former corporate
officers, who formed Terrabind International, Inc. The lawsuit claims that
the three officers breached their fiduciary duties to the Company by
usurping certain corpo rate opportunities, both in prospective sales and
potential patent applications, in the Company's Roadbind America Division.
The pre-suit investigation uncovered a substantial sale to Yakima,
Washington that was directed from Roadbind America to Terrabind. The action
seeks damages and injunctive relief to prevent usurpation of other
corporate opportuni ties and inventions developed by the Company.
Item 2. Changes in Securities and Use of Proceeds
On March 1, 2000, the company issued 30,000 shares of common stock in settlement
of a billing dispute with a supplier. The shares were valued at $22,500 and
recorded as advertising expense
Subsequent to April 30, 2000 and in conjunction with a plan to raise up to $3
million in additional investment the Company borrowed $250,000 from a related
party on June 1, 2000. This borrowing was in the form of a convertible debenture
baring interest at 10% per annum, secured by the assets of the Company and
maturing June 1, 2005. Prior to repayment, the principal and accrued and unpaid
interest may be converted into the Company's common stock at a price of $0.25
per share. As a condition of the loan, the Company amended certain provisions of
the convertible debenture issued on August 11, 1999. The amended terms include;
a) the revision in the common stock conversion rate from $0.75 per share to
$0.25 per share and b) secured the convertible debenture with the assets of the
Company. In addition, the Company replaced the two detachable warrants, issued
in conjunction with the convertible debenture issued on August 11, 1999 amending
the common stock exercise price from $0.75 per common share to $0.25 per share.
<PAGE>
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
On April 27, 2000 Mr. George Janke, a co-founder, former chairman, director, and
CEO of the Company passed away. The following paragraphs, which discussed his
passing, were included in a press release and subsequently filed Form 8-K.
Chesapeake, Virginia 5/1/00; Natural Solutions Corporation (OTC PS: ICEBE),
Natural Solutions Corporation's Chairman of the Board, Dr. M.G. (Pat) Robertson,
reported that Mr. George Janke, co- founder and former Chairman and CEO of the
Company passed away last week.
Dr. Robertson stated, "I am deeply saddened to report that Mr. George Janke
passed away last week. George was the co-inventor of Ice Ban and Roadbind, and
co-founder of Natural Solutions Corporation. His contributions to the Company
cannot be measured and his insights will be sorely missed." Dr. Robertson added,
"We are fortunate that nearly a year ago, George had the foresight to begin
transferring leadership of the Company to others. Prior to this past winter
season, we began establishing a new management team and that process was
completed in March. Although we will miss George's insights and experience,
Natural Solutions' management is continuing to press toward the long-term
success of the Company."
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
<TABLE>
<S> <C>
Exhibit Description
-------- --------------------
4.2 (1) First Amendment to Convertible Debenture due August 31, 2001
4.3 (1) Natural Solutions Corporations Convertible Debenture for the benefit of M.G. Robertson
dated June 1, 2000.
4.5 (1) Natural Solutions Corporation Stock Purchase Warrant No. W-3A dated June 1, 2005.
10.25 (1) Security Agreement relating to the Convertible Debenture dated June 1, 2000.
27 * Financial Data Schedule
</TABLE>
--------------------------------------
(1) Filed with 13D on 6/15/2000
* Filed herewith
(b) No Reports on Form 8-K were filed during the quarter ended April 30,
2000
<PAGE>
SIGNATURES
---------------------
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Natural Solutions Corporation
(Registrant)
Date:June 28, 2000 By:/s/ Jimmy W. Foshee
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Jimmy W. Foshee
President
By:/s/ Michael D. Klansek
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Michael D. Klansek
Chief Financial Officer and Treasurer
