U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                             Form 10-QSB Amendment 1

[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: January 31, 2000

Commission file no.:  0-28155

                          NATURAL SOLUTIONS CORPORATION
                  --------------------------------------------
           (Name of small business issuer as specified in its charter)

                Nevada                                          88-0367024
-------------------------------                             -------------------
(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 January 31, 2000,  there are
19,996,540   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
January 31, 2000 and 1999, and July 31, 1999................................F-2

Consolidated Statements of Operations for the Three and Six Months Ended
January 31, 2000 and 1999...................................................F-3

Statements of Consolidated Cash Flows for the Six Months Ended
January 31, 2000 and 1999...................................................F-4

Notes to the Consolidated Financial Statements..............................F-5















<PAGE>









<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
                           Consolidated Balance Sheets

                                                (Unaudited)           (Unaudited)
                                              January 31, 2000      January 31, 1999       July 31, 1999
                                             -------------------    ------------------    ------------------
<S>                                          <C>                    <C>                   <C>
Current Assets:
    Cash and Cash Equivalents                $    146,596           $      65,559         $         0
    Accounts Receivable - Trade                   731,301                 642,124              86,339
    Other Receivables                             187,431                  74,643               5,375
    Inventories
    Prepaid Expenses
                                             -------------------   -------------------    ------------------
       Total Current Assets                     1,895,238               1,294,377             781,322


Property and Equipment, net                       103,453                 127,488             112,453
Investment in Affiliate                            18,750                 110,000              18,750
Licensing Agreement, net                          386,118                 470,980             419,620
Other                                                 905                 218,511                 905
                                             -------------------   -------------------    ------------------
                                             $  2,404,464           $   2,221,356         $ 1,333,050
                                             ===================   ===================    ==================

Current Liabilities:
    Accounts Payable - Trade                    1,106,215                 552,839           1,115,754
    Accrued Expenses                              259,923                  13,444             180,856
    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                1,508,138                 710,234            1,503,578


Long Term Debt to Related Parties                 257,000                 195,049              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,
      19,996,540 issued and outstanding
                                                   19,997                  15,993               15,997
    Additional Paid-in Capital                 12,766,954              11,738,988           11,770,954
    Other Comprehensive Income
    Accumulated Deficit                       (12,801,375)            (10,438,908)         (11,993,261)
                                             -------------------   -------------------    ------------------
       Total Stockholders' Equity                (110,674)              1,316,073             (302,560)
                                             -------------------   -------------------    ------------------
                                             $  2,404,464           $   2,221,356         $  1,333,050
                                             ===================   ===================    ==================
</TABLE>



                 The accompanying notes are an integral part of
                          these financial statements.



                                       F-2


<PAGE>




<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
                      Consolidated Statement of Operations


                                          For the Three Months Ended           For the Six Months Ended
                                           2000              1999              2000             1999
                                      ---------------   ---------------   ---------------  ---------------
<S>                                   <C>               <C>               <C>              <C>
Net Sales                                   $939,396          $914,492        $1,132,733       $1,542,799

Costs Applicable to Sales                    647,081           551,406           843,524        1,017,823
                                      ---------------   ---------------   ---------------  ---------------
    Gross Profit                             292,315           363,086           289,209          524,976

Selling and Administrative Expenses          580,968           717,204         1,065,352        1,266,736
                                      ---------------   ---------------   ---------------  ---------------

    Losses from Operations                  (288,653)         (354,118)         (776,143)        (741,760)

Other Expense, net                           (19,095)                -           (31,984)               -
                                      ---------------   ---------------   ---------------  ---------------

Net Loss Before Taxes                       (307,748)         (354,118)         (808,127)        (741,760)

Income Taxes                                       -                 -                 -                -
                                      ---------------   ---------------   ---------------  ---------------

Net Loss                                   ($307,748)        ($354,118)        ($808,127)       ($741,760)
                                      ===============   ===============   ===============  ===============

Weighted Average Common Shares
  Outstanding                             17,923,733        15,929,306        17,923,733       15,915,827
                                      ---------------   ---------------   ---------------  ---------------
Loss per Share                               ($0.02)           ($0.02)           ($0.05)          ($0.05)
                                      ===============   ===============   ===============  ===============
</TABLE>


                 The accompanying notes are an integral part of
                          these financial statements.




                                       F-3








<PAGE>


<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
                      Consolidated Statement of Cash Flows

                                                                 For the Six Months  Ended January 31
                                                                      2000                 1999
                                                                 ---------------      ---------------
<S>                                                              <C>                 <C>
Operating Activities:
Net Loss                                                             ($808,127)           ($741,760)
Non-Cash Expenses Included in Net Loss:
    Depreciation and Amortization                                       42,515               60,360
    Bad Debts                                                                -              289,481
    Product and Services Purchased for Stock
       and Options                                                           -              370,463
Adjustments to Reconcile Net Loss to Cash
  Provided (Consumed) by Operating Activities:
    (Increase) in Accounts Receivable                                 (644,963)            (479,951)
    (Increase) in Other Receivables                                   (182,056)
    (Increase) Decrease in Inventories                                (100,788)             293,224
    (Increase) in Prepaid Expenses                                     (39,513)              (9,128)
    Increase in Accounts Payable and Accrued Expenses                   69,528              118,366
                                                                 ---------------      ---------------
Cash Consumed by Operating Activities                               (1,663,404)             (98,945)

Financing Activities:
    Proceeds from Issuance of Note Payable                              60,000                    -
    Proceeds from Issuance of Long Term Debt                           750,000                    -
    Proceeds from Issuance of Common Stock                           1,000,000                    -
                                                                 ---------------      ---------------
Cash Generated by Financing Activities                               1,810,000                    -

Investing Activities:
    Acquisition of Equipment                                                 -              (16,813)
    Advances to Related Parties                                              -               (4,943)
    Payments Received on Advances to Related Parties                         -               60,995
                                                                 ---------------      ---------------
Cash Provided (Used) in Investing Activities                                 -               39,239

Net Increase (Decrease) in Cash                                        146,596              (59,706)

Cash and Cash Equivalents - Beginning                                        -              125,265
                                                                 ---------------      ---------------
Cash and Cash Equivalents - Ending                                    $146,596              $65,559
                                                                 ===============      ===============
</TABLE>

                 The accompanying notes are an integral part of
                          these financial statements.



                                       F-4



<PAGE>



                          NATURAL SOLUTIONS CORPORATION
                      Notes to Interim Financial Statements
                                   Form 10-QSB
                                January 31, 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 six-month  periods ended January 31, 2000 are not
         necessarily indicative of those to be expected for the entire year.

Note 2.  The  financial  statements  as  of January 31, 1999 and for the periods
         ended  January  31,  1999  have  been  restated  to  reflect  year  end
         adjustments  to provide an additional  allowance for doubtful  accounts
         totaling  $259,912,  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 $0.016  for the three
         months and six months ended January 31, 1999.

Note 3.  On  September  15, 1999  the  Company  signed an  unsecured  short-term
         note payable for  $60,000.  The note is due in twelve  installments  of
         $5,000 plus interest at 7% per annum.

Note 4.  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.

Note 5.  On  October 31, 1999,  the  Company  sold 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.









                                       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 Six Months Ended  January 2000  Compared to the Six
Months Ended January 1999:

Net sales for the six months ended January 31, 2000 for continuing operations by
the Company  were  $1,132,733  compared to  $1,542,799  for the same period last
year; resulting in a decline of $410,111.  The reduction in sales from the prior
year is  primarily  due to the  Company  s  decision  to  restructure  its sales
organization  and  reduce  its  dependence  on  a  limited  number  of  specific
customers.  In doing so, the Company established its own sales force,  recruited
new  distributors,  and  reduced  the  size  of  new  and  existing  distributor
territories. The gross profit for the current period totaled $288,339, or 25% of
sales, compared to $524,976, or 34% for the comparable period in the prior year.
The decline in profit margin is due to increased price  competition  from former
Ice Ban distributors.

Selling and administrative  expenses totaled  $1,065,352  compared to $1,266,736
for the same period last year.  Increases in personnel costs,  advertising,  and
travel were more than  off-set by a reduction  in bad debt  expense of $259,912,
resulting  in a reduction  in  expenses  in the current  period in the amount of
$210,384.


                                       9

<PAGE>




Losses from operations  totaled $776,143 compared to losses in the prior year of
$746,760,  an increase of $34,383.  Other expenses  totaled $31,984 bringing the
net loss to $808,127 compared to a net loss of $741,760 for the same period last
year.

While the new  management  is in the  process  of  implementing  a  wide-ranging
assessment of each item of cost, marketing and sales efforts, it is too early in
the process to predict the steps  management  will  institute  as a result.  But
management  will 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  six  months  ended  January  31,  2000,  operating  activities  consumed
$1,603,404  in cash as  compared to $98,945 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,  inventories,  and prepaid  expenses
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,  cash
consumed by operations in the prior year was reduced by the payment of stock and
options to purchase product and services  totaling  $370,463.  That practice was
discontinued in the current year.

The Company has recorded an infusion of  $1,750,000  from  financing  activities
since the end of its  fiscal  year.  The  infusion  of funds  took  place in two
separate transactions with a related party. The first was a $750,000 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.  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.

The Company believes that it will probably be necessary to raise 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 Roadbind sales force to the eastern half of the United
States. Currently,  sales volumes of the dust suppressant and road stabilization
products do not produce  sufficient profits to support the expansion planned for
the remainder of the current fiscal year.

The Company also believes that increased sales are necessary in order to achieve
adequate liquidity and solvency in the short-term as well as the long-term.


                                       10


<PAGE>


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 vs. 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. The Company expects that this
matter will be arbitrated sometime in June, 2000.

2. Dianne Johnson and Johnson Family vs. Ice Ban America, IBAC Corporation, Case
No. 99-8228,  United States District Court,  Southern District of Florida.  This
lawsuit was filed on March 26, 1999. It is a lawsuit for securities fraud by the
Johnson family seeking  damages for breach of various  security  regulations and
laws due to alleged  violations by Natural Solutions  Corporation and IBAC, Inc.
Natural Solutions Corporation has successfully filed two Motions to Dismiss. The
Johnson family is filing a second amended complaint.  Natural Solutions and IBAC
filed a counterclaim to rescind the sale of the founders stock.  The stock owned
by the  Johnson  family is  founders  stock for which the  Johnson  family  paid
approximately  $4,000  to  Natural  Solutions  Corporation  and  $6,000 to IBAC.
Recently  Natural  Solutions  Corporation  and  IBAC  have  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 done in this case.

3. Dianne Johnson and the Johnson Family vs. Natural Solutions Corporation,  Ice
Ban USA, Inc. and George Janke,  Case No.  99-5305,  in the Circuit Court in and
for Palm  Beach  County.  This is a lawsuit  by the  Johnson  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 #2. Discovery is proceeding, but the case is not set for trial.


                                       11

<PAGE>


4. Natural  Solutions  Corporation  and Ice Ban USA,  Inc. vs. Sears Oil,  Sears
Petroleum,  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 and Ice Ban USA
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 vs.  Natural  Solutions  Corporation,  Ice Ban USA,  George
Janke ,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  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  misrepresentations  regarding  ownership of the Toth patent.
The Plaintiff amended their Complaint to allege patent  infringement of the Toth
patent.  In  October  1999  Sears Oil and  Sears  Petroleum  sought a  temporary
restraining  order 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 TRO and Sears withdrew its claim for injunctive relief. Natural Solutions will
answer the complaint and file a  counterclaim  in the next twenty days. The case
is not set for trial.

6. Ice Ban America,  Inc. vs.  Innovative  Municipal  Products,  Inc.,  Case No.
99-00710,  State Court of New York. This lawsuit was filed on March 24, 1999, by
Natural  Solutions  Corporation  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
the misrepresentation  regarding the Toth patent. Natural Solutions has answered
and filed affirmative defenses to the counterclaim. Discovery is ongoing in this
case, and it has not been set for trial.

Item 2. Changes in Securities and Use of Proceeds

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.  These funds were  primarily
used to fund the operations of the Company.

On October 31, 1999,  the Company sold 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.

Item 3.  Defaults in Senior Securities

         None

                                       12

<PAGE>


Item 4. Submission of Matters to a Vote of Security Holders.

At the  annual  meeting of the  shareholders  held on  December  10,  1999,  the
shareholders of the Company voted to approve the following:

The 1999 Non-statutory  Stock Option Plan for non-employee  members of the Board
of Directors, key personnel, consultants, or independent contractors; 11,100,821
votes were cast on this  resolution.  10,254,518 votes were cast in favor of the
resolution.  823,081 were cast against the resolution. 23,122 votes abstained on
the resolution. Accordingly, the resolution was adopted.

The 1999  Incentive  Option Plan for  employees,  and key  personnel  who render
services  which  contribute  to the  success  of  the  growth  of  the  Company;
11,100,821  votes were cast on this  resolution.  10,254,518  votes were cast in
favor of the resolution.  823,081 were cast against the resolution. 23,122 votes
abstained on the resolution. Accordingly, the resolution was adopted.

PriceWaterhouse  Coopers or another nationally recognized accounting firm, or as
an  alternative,  Durland and Company of Palm Beach to serve as the  independent
public  accountants of Natural Solutions  Corporation for its fiscal year ending
July 31, 2000;  13,594,01 votes were cast on this  resolution.  12,844,448 votes
were cast in favor of the  resolution.  4,810 were cast against the  resolution.
744,923 votes  abstained on the  resolution.  Accordingly,  the  resolution  was
adopted.

Election of three Class I Directors as follows:  Dr. M.G.  Robertson,  receiving
13,550,224 votes for and 43,857 votes withheld,  Dr. J. Nelson Happy,  receiving
13,546,016  votes for and 48,065  votes  withheld,  and Lowell  Morse  receiving
13,554,934 votes for and 39,147 votes withheld. Class II Directors whose initial
terms will expire at the 2001 annual meeting of the shareholders include Richard
Jurgenson,  Hon. J. Carter Beese,  Jr. and George A. Janke.  Class III Directors
whose initial terms will expire at the 2000 annual  meeting of the  shareholders
include  William  Dannhausen and Robert E. Freer,  Jr.  Subsequent to the annual
meeting of the shareholders  Richard Jurgenson and William  Dannhausen  resigned
their  positions as Directors  of the  Company.  There have been no  replacement
Directors nominated at this date.

Item 5.  Other Information

On March17,  2000, Joseph S. Kroll,  voluntarily  resigned his position with the
Company as Vice  President  and Chief  Operating  Officer.  His duties have been
assigned to the President,  Jim W. Foshee, and Chief Financial Officer,  Michael
D. Klansek,  among others. The Company believes there will be no material impact
to its operations as a result of Mr. Kroll's resignation.


                                       13

<PAGE>


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:

Exhibit No.       Description
------------    ----------------------------------------------------
4.1       *     Stock Purchase Agreement dated October 31, 1999

10.24     *     Office Lease dated January 10, 2000

27        *     Financial Data Schedule
--------------------------------------

*    Filed herewith

     (b)  No Reports on Form 8-K were filed during the quarter ended January 31,
          2000


                                   SIGNATURES
                                  -----------------

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this Registration  Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                         Natural Solutions Corporation (Registrant)

Date: October 2, 2000    By: /s/ Jimmy W. Foshee
                         -------------------------
                         Jimmy W. Foshee, President

                         By:/s/ Michael D. Klansek
                          Michael D. Klansek, Treasurer
                           and Chief Financial Officer