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, 2001

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
of 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:
                                     Williams Mullen Clark & Dobbins
                                     One Columbus Center, Suite 900
                                     Virginia Beach, Virginia 23462-6762
                                     Tel: (757) 473-5308     Fax: (757) 473-0395
<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 May 31, 2001, there are
20,046,540 shares of voting common stock of the registrant issued and
outstanding.



<PAGE>




                          PART I FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


         Condensed Consolidated Balance Sheets                             F-2

         Condensed Consolidated Statements of Operations                   F-3

         Condensed Consolidated Statements of Cash Flows                   F-4

         Condensed Consolidated Statements of Changes in Stockholders'
         Deficit                                                           F-5

         Notes to Condensed Consolidated Financial Statements              F-6




                                       F-1

<PAGE>


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

                                                                (Unaudited)       (Unaudited)
                           ASSETS                             April 30, 2001     April 30, 2000     July 31, 2000
   --------------------------------------------------------  ----------------  -----------------  ----------------
<S>                                                               <C>                <C>               <C>
   Current Assets:
      Cash and Cash Equivalents                                   $  342,262         $  126,252        $  195,500
      Trade Accounts Receivable, net                                  78,350            110,020            87,554
      Other Receivables, net                                          32,989            223,781            44,138
      Inventories                                                    541,288            671,209           510,690
      Prepaid Expenses                                                50,532             21,918            25,306
                                                             ----------------  -----------------  ----------------
         Total Current Assets                                      1,045,421          1,153,180           863,188

   Property and Equipment, at cost                                   166,226            167,042           153,117
      Less Accumulated Depreciation                                 (97,806)           (73,481)          (73,055)
                                                            ----------------  -----------------  ----------------
                                                                      68,420             93,561            80,062

   Investment in Affiliate                                                 -             18,750                 -
   Licensing Agreement, net                                          247,496            364,259           324,675
                                                             ----------------  -----------------  ----------------
                                                                 $ 1,361,337        $ 1,629,750       $ 1,267,925
                                                             ================  =================  ================

   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
   Current Liabilities:
      Trade Accounts Payable                                         675,023            876,317           802,120
      Accrued Expenses                                               283,738            282,875           147,600
      Notes Payable                                                   55,000            142,000           102,000
      Other Liabilities                                              150,000                  -                 -
                                                             ----------------  -----------------  ----------------
         Total Current Liabilities                                 1,163,761          1,301,192         1,051,720


   Convertible Debentures to Related Party                         1,572,951            750,000           990,553
   Other Liabilities                                                 150,000                  -                 -
   Long Term Debt to Related Party                                   257,000            257,000           257,000
   Commitments and Contingent Liabilities

   Stockholders' Equity (Deficit):
      8% Convertible Preferred Stock, $0.001 par value,
        20,000,000 shares authorized, 7,000 issued and
        outstanding in 2001 and none in 2000                               8                  -                 -
      Common Stock, $0.001 par value, 55,000,000 shares
        authorized, 20,046,540 issued and outstanding
        in 2001 and 19,966,540 in 2000                                20,047             20,297            20,027
      Additional Paid-in Capital                                  13,776,082         12,789,154        13,415,674
      Accumulated Deficit                                       (15,578,512)       (13,487,893)      (14,467,049)
                                                             ----------------  -----------------  ----------------
         Total Stockholders' Equity (Deficit)                    (1,782,375)          (678,442)       (1,031,348)
                                                             ----------------  -----------------  ----------------
                                                                 $ 1,361,337        $ 1,629,750       $ 1,267,925
                                                             ================  =================  ================
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       F-2

<PAGE>


                          NATURAL SOLUTIONS CORPORATION
                 Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                          For the Three Months Ended         For the Nine Months Ended
                                                   April 30                          April 30
                                        -------------------------------   ---------------------------------
                                         (Unaudited)     (Unaudited)        (Unaudited)      (Unaudited)
                                             2001            2000              2001             2000
                                        --------------- ---------------   ---------------- ----------------
<S>                                        <C>             <C>              <C>              <C>

Net Sales                                    $ 384,785       $ 256,037        $ 2,067,520      $ 1,388,770
Costs Applicable to Sales                      335,126         318,418          1,578,222        1,161,942
                                        --------------- ---------------   ---------------- ----------------
      Gross Profit                              49,659        (62,381)            489,298          226,828

Operating Costs and Expenses:
   Selling and Administrative Expenses         447,543         507,359          1,567,520        1,572,711
                                        --------------- ---------------   ---------------- ----------------
      Losses from Operations                 (397,884)       (569,740)        (1,078,222)      (1,345,883)

Other Income (Expense), net  (See
   note below)                                 273,110        (20,515)           (27,702)         (52,499)
                                        --------------- ---------------   ---------------- ----------------

Loss Before Taxes                            (124,774)       (590,255)        (1,105,924)      (1,398,382)

Income Tax Expense                                   -               -                  -                -
                                        --------------- ---------------   ---------------- ----------------

Net Loss                                   $ (124,774)     $ (590,255)      $ (1,105,924)    $ (1,398,382)
                                        =============== ===============   ================ ================

Loss per Share, Basic and Diluted              ($0.01)         ($0.03)            ($0.06)          ($0.07)
                                        =============== ===============   ================ ================
Weighted Average Common
   Shares Outstanding                       20,046,540      20,006,540         20,041,540       19,003,207
                                        =============== ===============   ================ ================

</TABLE>

Note:  See  Condensed  Consolidated  Statements  of Cash  Flows for  details  of
non-cash  charges  associated  with  convertible  debentures  issued to  related
parties.

            See Notes to Condensed Consolidated Financial Statements.

                                       F-3


<PAGE>


                          NATURAL SOLUTIONS CORPORATION
                 Condensed Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                             For the Nine Months Ended
                                                                                    April 30
                                                                        ----------------------------------
                                                                          (Unaudited)       (Unaudited)
                                                                             2001              2000
                                                                        ----------------  ----------------
<S>                                                                       <C>               <C>
          Operating Activities:
          Net Loss                                                        $ (1,105,924)     $ (1,398,382)
          Adjustments to Reconcile Net Loss to Cash
            Used in Operating Activities:
             Depreciation and Amortization                                      101,930            88,896
             Non-Cash Interest Charges                                          230,525                 -
             Preferred Stock to be Issued                                        70,310                 -
             Forfeiture of Stock Rights                                       (650,000)                 -
             Product and Services Purchased for Stock
                and Options                                                       7,000                 -
             (Increase) Decrease in Accounts and Other Receivables               20,353         (186,441)
             Increase in Inventories                                           (30,598)          (44,337)
             (Increase) Decrease in Prepaid Expenses                           (25,226)            40,818
             Increase (Decrease) in Accounts Payable and
                Accrued Expenses                                                  9,039         (206,802)
             Increase in Other Liabilities                                      300,000                 -
             Gain on Settlement of Notes Payable                               (47,000)                 -
                                                                        ---------------   ---------------
          Cash Used in Operating Activities                                 (1,119,592)       (1,706,248)
                                                                        ---------------   ---------------

          Investing Activities:
             Acquisition of Equipment                                          (13,109)                 -
                                                                        ---------------   ---------------
          Cash Used in Investing Activities                                    (13,109)                 -
                                                                        ---------------   ---------------
          Financing Activities:
             Proceeds from Issuance of Note Payable                                   -            60,000
             Proceeds from Issuance of Convertible Debentures                   535,000           750,000
             Proceeds from Issuance of Common Stock                                   -         1,022,500
             Proceeds from Issuance of Preferred Stock                          750,000                 -
             Preferred Stock Dividends Paid                                     (5,537)                 -
                                                                        ---------------   ---------------
          Cash Provided by Financing Activities                               1,279,463         1,832,500
                                                                        ---------------   ---------------

          Net Increase in Cash                                                  146,762           126,252

          Cash and Cash Equivalents - Beginning of Year                         195,500                 -
                                                                        ---------------   ---------------
          Cash and Cash Equivalents - End of Period                          $  342,262        $  126,252
                                                                        ===============   ===============

          Supplemental disclosures of cash flow information: Non-cash charges
             against income:

                Amortization of charges to stock warrants                    $   47,399        $       -
                One-time charge from issuance of convertible debentures      $  183,126        $       -
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       F-4

<PAGE>


                          NATURAL SOLUTIONS CORPORATION
 Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)
                    For the Nine Months Ended April 30, 2001
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                  Par                      Par        Additional
                                 Preferred       Value       Common       Value        Paid-in        Accumulated
                                   Shares      Preferred     Shares       Common       Capital          Deficit          Totals
                                ------------ ------------ ------------- ----------- --------------- ---------------- ---------------
<S>             <C> <C>             <C>           <C>       <C>           <C>         <C>            <C>              <C>
 Balance, July 31, 2000                   -        $   -    20,026,540    $ 20,027    $ 13,415,674   $ (14,467,049)   $ (1,031,348)
                                ============ ============ ============= =========== =============== ================ ===============

 Stock Issued for Services                -            -        20,000          20           6,980                -           7,000
 Discount on Convertible
    Debentures                            -            -             -           -         183,126                -         183,126
 Preferred Stock Issued               7,000            7             -           -         749,993                -         750,000
 Forfeiture of Stock Rights               -            -             -           -       (650,000)                -       (650,000)
 Preferred Stock to be Issued           500            1             -           -          70,310                -          70,310
 Preferred Stock Dividends Paid           -            -             -           -               -          (5,539)         (5,539)
 Net and Comprehensive Loss               -            -             -           -               -      (1,105,924)     (1,105,924)
                                ------------ ------------ ------------- ----------- --------------- ---------------- ---------------
 Balance, April 30, 2001              7,500       $    8    20,046,540    $ 20,047    $ 13,776,082   $ (15,578,512)   $ (1,782,375)
                                ============ ============ ============= =========== =============== ================ ===============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.


                                       F-5


<PAGE>


                          NATURAL SOLUTIONS CORPORATION
                  Notes to Condensed Consolidated Financial Statements
                                 April 30, 2001


Note 1. The  interim financial statements include all adjustments, which, in the
the  opinion  of  management,  are  necessary  in order  to make  the  financial
statements  not  misleading.  The  unaudited  condensed  consolidated  financial
statements  and notes are prepared in  accordance  with Rule 3-10B of Regulation
S-B. Accordingly, certain information and footnote disclosures normally included
in  financial   statements   prepared  in  accordance  with  generally  accepted
accounting principles have been omitted. The accompanying condensed 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, 2000.
The balance  sheet as of July 31, 2000 was  derived  from the audited  financial
statements as of that date. The results of operations for the nine-months  ended
April 30, 2001 are not  necessarily  indicative  of those to be expected for the
entire year.

Note 2.  On August 31, 2000, M.G. Robertson (Dr. Robertson) invested $435,000 in
the  form of a  convertible  debenture  bearing  interest  at 10%,  maturing  on
September  1, 2005,  and  secured by the assets of the  Company.  The  principal
amount and unpaid  accrued  interest may be  converted  into common stock of the
Company at a rate of $0.25 per common share at anytime prior to repayment.  As a
result of this  transaction,  the  Company  recorded  a  non-recurring  non-cash
interest charge of $163,125 in August 2000.

Note 3.  On November 9, 2000, Dr. Robertson  invested $100,000 in the form of a
a convertible  debenture bearing interest at 10%, maturing on November 10, 2005,
and  secured  by the  assets of the  Company.  The  principal  amount and unpaid
accrued  interest may be converted into common stock of the Company at a rate of
$0.25  per  common  share at  anytime  prior to  repayment.  As a result of this
transaction,  the Company recorded a non-recurring  non-cash  interest charge of
$20,000  in  November  2000.  In  addition,  interest  charges  accrued  on  all
convertible  debentures  issued to Dr.  Robertson  totaled  $86,673  and $31,250
during the six-months ended January 31, 2001 and 2000, respectively. No interest
payments have been made on the convertible debentures since inception.

Note 4.  On  October 1, 2000 and  December 15, 2000, the  Company  issued  stock
options to employees of the Company under the 1999  Employee  Stock Option Plan.
These options  represented  770,000 shares of the Company's common stock and had
exercise prices of $0.35 per share,  which was at least equal to the fair market
value of the shares on the date of the grant.

Note 5.  On  January 18, 2001  the  Company  issued  stock options to one of the
directors  of the Company  under the 1999  Employee  Stock  Option  Plan.  These
options  represented  100,000  shares  of the  Company's  common  stock  and had
exercise prices of $0.34 per share,  which was at least equal to the fair market
value of the shares on the date of the grant.

Note 6. In May of 2000, the Company began seeking to raise a total of $3,135,000
in debt and  equity to  finance  its  current  operational  plans and expand its
sales,  marketing,   and  distribution  networks.  Dr.  Robertson  has  invested
$1,135,000  of these  funds  through  convertible  debentures,  including  those
discussed in notes 2 and 3 above, and the Company is seeking the remaining funds
from qualified investors through an exempt offering of 8% cumulative convertible
preferred stock. The preferred stock is being offered to accredited investors in
minimum amounts of $50,000 and is convertible  into common stock of the Company.
As of April 30, 2001  $750,000,  representing  7,000 shares of preferred  stock,
were  issued and  outstanding.  Dividends  of $5,537  were paid as of January 1,
2001. As of April 30, 2001,  the  cumulative  and unpaid  dividends  amounted to
$17,501.  The offering remains open and the ultimate outcome of the offering has
not been determined.




                                       F-6

<PAGE>


                          NATURAL SOLUTIONS CORPORATION
            Notes to Condensed Consolidated Financial Statements (continued)
                                 April 30, 2001



Note 7.  In  February 2001, the Company  reached settlement agreements resolving
four  longstanding  lawsuits  centering  on  disputed  transactions  as  well as
shareholder and employee  claims against the Company and its former  management.
[See Part II,  Item 1.  Legal  Proceedings;  See also,  Part II,  Item 5.  Other
Information]  The settlements  involved a dismissal with prejudice of all claims
and counterclaims in the lawsuits.

As a part of one of the  settlement  agreements,  the Company  reversed  certain
previously recorded  liabilities of $54,245 and reversed the accrual of $650,000
in compensation for rights to the Company's common stock forfeited by one of the
parties to the lawsuits.  The terms also provide that the Company will issue 500
shares of its convertible  preferred  stock,  and make payments of $150,000 upon
completion  of all terms of settlement  agreements,  and make a final payment of
$150,000  eighteen  (18)  months  thereafter.  Certain  terms of the  settlement
agreements  have not been  completed  and  accordingly,  the Company has not yet
issued the aforementioned  preferred stock or made the first settlement payment.
The net  result  of the  settlements  had a  non-recurring  positive  (non-cash)
earnings impact of $333,935 in the third quarter of the current fiscal year.

As a part of the settlements,  Dr. Robertson will acquire  3,925,000  previously
issued shares of the Company's  common stock and 520,000 shares of the Company's
common stock will be cancelled. These transactions have not yet been completed.

The closing of the transactions remain subject to a number of conditions.

Note 8.  Other income  totaled $273,110  in the  current  quarter compared to an
expense of ($20,515) in the same quarter in the prior year.  For the nine months
ended April 30,  other income  (expense)  totaled an expense of ($27,702) in the
current year compared to an expense of ($52,499) in the same period in the prior
year.  The  current  nine-month  income  is a result  of the  positive  earnings
adjustment  associated with the settlement  agreements discussed above. This was
largely  offset by  non-cash  interest  charges of  $230,525  required by recent
changes  in  the  Emerging  Issues  Task  Force  (EITF)  interpretation  of  the
accounting treatment for convertible debentures in addition to interest accruals
associated with that debt, and other items, which totaled $132,635.

The recent changes in the EITF  interpretation  of the accounting  treatment for
convertible debentures with detachable warrants have had a significant impact on
the reported  earnings of the Company.  In total,  these  changes in  accounting
treatment  have  resulted in $497,388 in non-cash  charges to the Company in the
current and prior fiscal  years.  In  addition,  the Company will be required to
amortize  an  additional  $312,047 in  non-cash  charges  over the next four and
one-quarter years.






                                       F-7


<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  and  timber  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(R).  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, 2001 Compared to the
Three Months Ended April 30, 2000:

Net sales for the three months ended April 30, 2001 were  $384,785,  compared to
$256,037 for the same period last year;  resulting in an increase of $128,748 or
50%. Sales growth over the prior year occurred in each month of the quarter. The
increase in sales is largely due to winter storms in February and March 2001, in
addition to growth in  Roadbind(R)  sales in March and April 2001. The growth in
Roadbind(R) sales is primarily  attributed to the Company's expanded sales force
in Mid-Atlantic and Southeast states.

The gross profit for the current period totaled $49,659 (13% of sales), compared
to a loss of ($62,381)  (-24% of sales) for the  comparable  period in the prior
year, an improvement of $112,040. The dollar increase in gross margin is largely
due to increased  sales volume and margins,  which cover fixed  storage and rail
car leases.
<PAGE>

Selling and administrative  expenses totaled $447,543,  compared to $507,359 for
the same period last year; a reduction of $59,816.  The most  significant  items
effecting the  reduction of these  expenses is the recovery of bad debt totaling
$70,614,  compared  to a recovery  of  $20,000 in the same  quarter in the prior
year.  Each of these  recovery  amounts  resulted from the settlement of certain
legal disputes.  Other significant  expense  reductions  included legal fees and
insurance expense. A variety of small expense reductions further  contributed to
these savings.  These expense reductions were partially offset by an increase in
payroll costs of $60,775 associated with the growth of the sales and distributor
network.  As  the  Company  continues  to  expand  its  marketing,   sales,  and
distribution efforts, advertising,  payroll, and travel expenses are expected to
increase.

In February 2001, the Company settled  certain legal  disputes,  discussed below
[See Part II, Item 1. Legal Proceedings]. This settlement is expected to further
contribute  to a reduction  of legal fees.  Although  management  continues  its
efforts to  resolve  all legal  disputes,  it is  expected  that legal fees will
remain higher than normal until all of the disputes are resolved.

Losses from operations totaled $397,884, compared to losses in the prior year of
$569,740, an improvement of $171,856 or 30%.

Other  income  totaled  $273,110 in the current  year  compared to an expense of
($20,515) in the same quarter of the prior year.  This  improvement is primarily
due to a positive  earnings  adjustment  of $333,935,  which  resulted  from the
settlement  of  certain  legal   disputes.   [See  Part  I,  Item  1.  Condensed
Consolidated  Financial  Statements,   Note  7.  and  Part  II,  Item  1.  Legal
Proceedings]  This gain was  partially  offset by non-cash  interest  charges of
$15,800  required  by recent  changes in the  regulatory  interpretation  of the
accounting  treatment for convertible  debentures and normal  interest  accruals
associated with that debt of $45,025.

Net loss for the  three-months  ended April 30, 2001 was  $124,774,  compared to
$590,255 for the same period ended April 30, 2000, an improvement of $465,481 or
79%.

Results of  Operations  - The Nine Months  Ended April 30, 2001  Compared to the
Nine Months Ended April 30, 2000:

Net sales for the nine months ended April 30, 2001 were $2,067,520,  compared to
$1,388,770  for the same period last year;  resulting in an increase of $678,750
or 49%.  Sales  growth  over the prior year  occurred  in each of the first nine
months of fiscal year 2001.  In addition,  the net sales  through April 30, 2001
exceed the total sales for the entire  previous  fiscal year by $454,919 or 28%.
Net sales for the first nine months of each year since inception are as follows:

                 Apl-01      Apl-00      Apl-99       Apl-98       Jul-97 (1)
                 ------      ------      ------       ------       ----------
 Net Sales   $2,067,520   $1,388,770  $1,744,101   $1,389,904    $  500,048

(1) First-half sales are not available for the period from inception to April
30, 1997. Accordingly, full year sales are presented for comparison.

The current year increase is due to numerous  factors  including a) an early-buy
program  offered to major customers in August of 2000, b) repeated winter storms
in November and December 2000 followed by extended winter weather throughout the
United  States,  and  c)  the  efforts  of  the  Company's  expanded  sales  and
distribution  network. This resulted in a 37% increase in quantities shipped and
a 6.5%  increase  in the  average  selling  price of Ice Ban(R) and  Roadbind(R)
products.
<PAGE>

The Company  continues  its efforts to expand its direct sales force and recruit
new  distributors,  while  reducing  the  size of new and  existing  distributor
territories.  The Company  believes that continued  implementation  of these and
other sales and marketing plans will result in higher net sales in the remainder
of fiscal year 2001 and beyond.

The gross profit for the current  nine-month  period totaled  $489,298 or 24% of
sales,  compared to $226,828 or 16% for the comparable period in the prior year.
The  increase  in gross  margin is largely  due to  increased  sales  volume and
margins, which cover fixed storage and rail car leases.

Selling and administrative  expenses totaled $1,567,520,  compared to $1,572,711
for the same  nine-month  period  last  year;  a decrease  of  $5,191.  The most
significant  expense  variances  included  an  increase  in  personnel  costs of
$136,755  resulting  from the  planned  expansion  of the  direct  sales  force,
increased  sales  commissions,  and the  addition  of a product  engineer.  This
increase was offset by a reduction in legal fees of $82,717 and the effect of an
increase in bad debt recoveries of $47,304.  As the Company  continues to expand
its  marketing,  sales,  and  distribution  efforts,  expenses for  advertising,
payroll, and travel are expected to increase.

In February 2001, the Company settled  certain legal  disputes,  discussed below
[See Part II, Item 1. Legal Proceedings]. This settlement is expected to further
contribute  to a reduction  of legal fees.  Although  management  continues  its
efforts to  resolve  all legal  disputes,  it is  expected  that legal fees will
remain higher than normal, until all of the disputes are resolved.

Nine-month losses from operations totaled $1,078,222,  compared to losses in the
prior year of $1,345,883, an improvement of $267,661 or 20%.

Other  expenses of $27,702 in the current year compared to an expense of $52,499
in the same nine-month  period of the prior year. This  improvement is primarily
due to the  following  items,  which  largely  offset one another;  a) a gain of
$333,935, which resulted from the settlement of certain legal disputes [See Part
I, Item 1. Condensed  Consolidated  Financial  Statements,  Note 7. and Part II,
Item 1. Legal Proceedings], b) Non-cash interest charges of $230,525 required by
recent changes in the regulatory  interpretation of the accounting treatment for
convertible debentures,  and c) the interest accruals associated with that debt,
which totaled $132,635.

This brings the net loss to $1,105,924  compared to a net loss of $1,398,382 for
the same nine-month  period last year, an improvement of $292,458.  Cash used in
operations also improved by $586,686 (34%) as discussed below.

The recent changes in the EITF  interpretation  of the accounting  treatment for
convertible debentures with detachable warrants have had a significant impact on
the reported  earnings of the Company.  In total,  these  changes in  accounting
treatment  have  resulted in $497,388 in non-cash  charges to the Company in the
current and prior fiscal  years.  In  addition,  the Company will be required to
amortize  an  additional  $312,047 in  non-cash  charges  over the next four and
one-quarter years.  Although this is the required accounting  treatment for such
transactions, the Company believes that the revised accounting treatment has had
an  unfortunate  effect on the reported  financial  results of the  Company.  In
total,  these non-cash  charges  exceed 42% of the associated  investment in the
Company.  Fortunately,  these  charges are recorded as  non-operating  expenses.
Also, they do not affect the cash available to the Company.
<PAGE>


Management  continuously  assesses each cost item and is expanding the marketing
and sales efforts,  resulting in ongoing  improvements  in operations.  However,
management  has  increased and will  continue to seek to increase  sales,  lower
fixed costs as a percentage  of sales,  and continue to settle or see through to
successful  conclusion  the  non-productive  litigation,  which 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, 2001, operating activities used $1,119,592 in
cash,  compared to $1,706,248 of cash used in the comparable  period in 2000, an
improvement  of $586,686 or 34%. This reduction in cash used is primarily due to
the following: a) improved earnings ($292,458), more timely customer billing and
collections  ($206,794),  and  stabilization  of  accounts  payable  and accrued
expense  balances  ($215,841).  In addition,  accrued  interest  obligations  on
convertible debentures have been deferred by the holder since their inception. A
number of other  small  items  combined to  partially  offset  these cash saving
items.

The Company recorded an infusion of $1,285,000 from financing  activities in the
first nine-months of the current fiscal year. The following  paragraphs describe
each of the transactions.

On August 31, 2000, Dr. M.G.  Robertson (Dr.  Robertson)  invested an additional
$435,000  in the  form  of a  convertible  debenture  bearing  interest  at 10%,
maturing on  September 1, 2005,  and secured by the assets of the  Company.  The
principal  amount and unpaid accrued interest may be converted into common stock
of the  Company  at a rate of  $0.25  per  common  share  at  anytime  prior  to
repayment.

On November 9, 2000, Dr. Robertson  invested an additional  $100,000 in the form
of a convertible  debenture  bearing  interest at 10%,  maturing on November 10,
2005, and secured by the assets of the Company.  The principal amount and unpaid
accrued  interest may be converted into common stock of the Company at a rate of
$0.25 per common share at anytime prior to repayment.

In May of 2000, the Company began seeking to raise a total of $3,135,000 in debt
and  equity to  finance  its  current  operational  plans and  expand its sales,
marketing,  and distribution  networks. Dr. Robertson has invested $1,135,000 of
these funds through  convertible  debentures,  including  those discussed in the
paragraphs  immediately  above. As of April 30, 2001,  7,000 shares of preferred
stock were  issued  and  outstanding,  which were sold for a total of  $750,000.
Dividends of $5,537 were paid as of January 1, 2001.  As of April 30, 2001,  the
preferred stock had earned and unpaid dividends of $17,501. The ultimate outcome
of the offering has not been determined.

The Company  believes  that it is necessary to raise  additional  debt or equity
capital,  in order to meet its short-term  liquidity and solvency needs over the
next twelve months, and maintain  operations and support the continued expansion
of the marketing,  sales, and distribution efforts throughout the United States.
Currently,  sales  volumes do not  produce  sufficient  profits  to support  the
expansion planned for the next twelve (12) months.

<PAGE>


                            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.  Mr.  Johnson  has  filed  an  arbitration
proceeding  and the  Company  has  responded  with an answer  and  defenses.  In
February  2001,  in  conjunction   with  several  other  parties,   the  Company
participated  in a  settlement  agreement  releasing  all  parties  to the legal
proceedings  discussed in this item and in items 2 and 3 below. The terms of the
settlement  agreements  are  confidential.  However,  the  settlements  of these
disputes resulted in a combined non-recurring accounting gain of $333,935 in the
third  quarter  of the  current  fiscal  year.  [See  Part  II,  Item  5.  Other
Information]

2.     Dianne  Johnson et al. vs. Ice Ban America, et al., Case  No. 99-8228, in
the United States District Court, Southern District of Florida. This lawsuit was
filed on March  26,  1999.  It was a  lawsuit  by the  Johnson  family  claiming
securities fraud seeking damages for breach of various security  regulations and
laws due to alleged violations by the Company and IBAC,  Corporation (IBAC). The
Company  successfully filed two Motions to Dismiss. The Company and IBAC filed a
counterclaim  to rescind the sale of the founders  stock in July 1999. The stock
owned by the Johnson  family is founders stock for which the Johnson family paid
approximately  $4,000 to the  Company  and $6,000 to IBAC.  The Company and IBAC
also  filed a  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. On July 5, 2000,  the  plaintiffs
voluntarily  dismissed  the action  against the Company.  In February  2001,  in
conjunction with several other parties, the Company participated in a settlement
agreement releasing all parties to the legal proceedings  discussed in this item
and in items 1 above and 3 below.  The terms of the  settlement  agreements  are
confidential.  However, the settlements of these disputes resulted in a combined
non-recurring  accounting  gain of $333,935 in the third  quarter of the current
fiscal year. [See Part II, Item 5. Other Information]

3.     Dianne Johnson et al. 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  family seeking to rescind the sale of Ice Ban, Inc. to the Company,
which  sale  occurred  in the  summer of 1997,  based  upon  alleged  fraudulent
misrepresentations  surrounding  the  ownership  of patent  no.  4,676,918,  the
so-called Vinasz patent. The Company has filed an answer,  affirmative defenses,
and a counterclaim similar to the counterclaim in item #2, immediately above. In
February  2001,  in  conjunction   with  several  other  parties,   the  Company
participated  in a  settlement  agreement  releasing  all  parties  to the legal
proceedings  discussed in this item and in items 1 and 2 above. The terms of the
settlement  agreements  are  confidential.  However,  the  settlements  of these
disputes resulted in a combined non-recurring accounting gain of $333,935 in the
third  quarter  of the  current  fiscal  year.  [See  Part  II,  Item  5.  Other
Information]

4.     Natural  Solutions  Corporation et  al. vs.  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 and IBUSA for breach of contract and for
a declaratory  judgement against the named Hungarian inventions of the so-called
"Vinasz"  patent,  and tortious  interference  with the Company's  rights to the
so-called Vinasz patent acquired by Mr. Janke from the Hungarian inventors. This
action also

<PAGE>

claims breach of fiduciary  duty, and breach of a  confidentiality  agreement by
Howard 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 ("SEACO") vs.  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  based
upon the ownership of the Vinasz patent and fraudulent  inducement  with respect
to a certain contract for the distribution of product in New England, based upon
misrepresentations  regarding  ownership  of the Vinasz  patent.  The  Plaintiff
amended its Complaint to allege patent  infringement  of the Vinasz  patent.  In
October 1999 Sears Oil and Sears Petroleum sought a temporary  restraining order
that SEACO 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.  The  Company  has
answered the complaint and filed a counterclaim similar to the claims brought in
item 4.  above.  The case is not set for trial,  which will not occur until July
2002 at the earliest.

6.     Ice Ban America,  Inc. vs. Innovative Municipal Products,  Inc. ("IMUS"),
Case No.  99-00710,  in the Supreme Court of Oneida  County,  State of New York.
This lawsuit was filed on March 24, 1999,  by the Company to recover two hundred
fifty-thousand dollars ($250,000),  plus accrued interest, owed to it by its New
York distributor,  IMUS. IMUS filed affirmative defenses and counterclaims based
upon the alleged  misrepresentation  regarding  the Vinasz  patent.  The Company
answered  and filed  affirmative  defenses to the  counterclaim.  On February 2,
2001,  the  parties  to this  lawsuit  reached a  settlement  agreement  and all
litigation  between  the parties has been  dismissed.  To date,  the Company has
realized  a gain  of  $70,000  plus  interest  and is  expected  to  realize  an
additional gain of $60,000  associated  with this  settlement  during the fourth
quarter of the current fiscal year. [See Part II, Item 5. Other Information]

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 or executives, who
formed Terrabind International,  Inc. The lawsuit claims that the three officers
or executives breached their fiduciary duties to the Company by usurping certain
corporate  opportunities,   both  in  prospective  sales  and  potential  patent
applications,  in the Company's  Roadbind America  subsidiary.  The action seeks
damages  and  injunctive  relief  to  prevent   usurpation  of  other  corporate
opportunities and inventions developed by the Company. The defendants have filed
a  counterclaim  and third party claim  naming the  President,  Chief  Financial
Officer,  the attorney  representing  the Company,  and the Company itself;  and
alleging  among  other  things,   defamation,   civil  theft,   and  claims  for
compensation.  The court  dismissed the  counterclaims  and the deadline for the
defendants to refile the counterclaims has expired. Discovery is proceeding, and
the case is set for trial in July 2001.


Item 2. Changes in Securities and Use of Proceeds

On  November  15,  2000,  the  Company  issued  5,500  shares of 8%  convertible
preferred stock under the terms of an offering,  exempt from registration  under
Rule 506 of Regulation D, to accredited  investors.  The total investment in the
Company was $550,000 and the  preferred  stock may be converted at a rate of 200
shares of common  stock to one (1) share of  preferred  stock at

<PAGE>

anytime  by the  shareholder  and  after ten (10)  years  from  issuance  by the
Company, if not previously converted by the shareholder.

On January 15, 2001, the Company issued 1,000 shares of 8% convertible preferred
stock under the terms of an offering, exempt from registration under Rule 506 of
Regulation D, to accredited  investors.  The total investment in the Company was
$100,000  and the  preferred  stock may be  converted at a rate of 200 shares of
common stock to one (1) share of preferred  stock at anytime by the  shareholder
and after  ten (10)  years  from  issuance  by the  Company,  if not  previously
converted by the shareholder.

On March 22, 2001,  the Company  issued 500 shares of 8%  convertible  preferred
stock under the terms of an offering, exempt from registration under Rule 506 of
Regulation D, to an accredited investor. The total investment in the Company was
$100,000  and the  preferred  stock may be  converted at a rate of 100 shares of
common stock to one (1) share of preferred  stock at anytime by the  shareholder
and after  ten (10)  years  from  issuance  by the  Company,  if not  previously
converted by the shareholder.

Item 3.  Defaults in Senior Securities

         None

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

         None

Item 5.  Other Information

1) In February  2001,  the Company  reached a  settlement  agreement  with IMUS,
resolving  the case  entitled Ice Ban America,  Inc.  vs.  Innovative  Municipal
Products,  Inc., Case no. 99-00710, in the Supreme Court of Oneida county, State
of New York.  The  settlement  resulted in a dismissal of all claims and counter
claims. [See Part II, Item 1. Legal Proceedings. No. 6] To date, the Company has
realized  a gain  of  $70,000  plus  interest  and is  expected  to  realize  an
additional gain of $60,000  associated  with this  settlement  during the fourth
quarter of the current fiscal year.

2) In February 2001, the Company reached  settlement  agreements  resolving four
longstanding  lawsuits.  These lawsuits were as follows: (1) Jeffrey Johnson vs.
Natural  Solutions,  Case No.  CL-99-3185,  in the Circuit Court in and for Palm
Beach County,  Florida;  (2) Dianne Johnson et al. vs. Ice Ban America,  et al.,
Case No.  99-8228,  in the United States District  Court,  Southern  District of
Florida;  (3) Dianne Johnson et al. vs. Natural Solutions  Corporation,  et al.,
Case No.  99-5305,  in the Circuit Court in and for Palm Beach  County,  and (4)
Pratt vs. Ice Ban America,  Inc., Case No. 99-25479, in the Supreme Court of New
York for the County of Orleans. [See Part II, Item 1. Legal Proceedings. Nos. 1,
2, and 3]

As a part of one of the  settlement  agreements,  the Company  reversed  certain
previously recorded  liabilities of $54,245 and reversed the accrual of $650,000
in compensation for rights to the Company's common stock forfeited by one of the
parties to the lawsuits.  The terms also provide that the Company will issue 500
shares of its convertible  preferred  stock,  and make payments of $150,000 upon
completion  of all terms of  settlement  agreements  and $150,000  eighteen (18)

<PAGE>

months thereafter. Dr. Robertson has guaranteed the latter installment.  Certain
terms of the settlement agreements have not been completed and, accordingly, the
Company  has not yet  issued  the  aforementioned  preferred  stock  or made the
initial   settlement   payment.   The  net  result  of  the  settlements  had  a
non-recurring  positive  (non-cash)  earnings  impact of  $333,935  in the third
quarter of the current fiscal year.

The  settlements   involved  a  dismissal  with  prejudice  of  all  claims  and
counterclaims  in the  lawsuits.  As a part of the  settlements,  six  Turks and
Caicos companies  referenced in footnote (5) to the table of share ownership set
forth in the  Company's  Proxy  Statement  filed on  November  7, 2000  (Medical
College Fund,  Windmills  Plantation  Fund,  Hawks Nest  Plantation  fund,  Reed
International  Fund, Inc., Marlin  Preservation Fund, and Ryder Securities Ltd.)
have  agreed to transfer a total of  3,925,000  shares of the  Company's  common
stock to the Trustee in the case entitled  Kapila,  Trustee vs.  Warren  Douglas
Johnson,  Jr., et al., Case No.  92-33339-BKC-SHF (US Bankruptcy Court, Southern
District of Florida). Dr. Robertson has agreed to purchase those shares from the
Trustee.  Dr.  Robertson has acquired a right of first refusal,  and the Company
has a follow on right of first  refusal in one million  three  hundred  thousand
shares of the Company's stock still held by members of the Johnson  family.  Two
other Turks and Caicos companies (Harvard Fund, Ltd., and Merchants Trust Fund),
holding a total of 520,000 shares of the Company's common stock,  have agreed to
relinquish  all claims of ownership to such shares,  and the Company will cancel
those shares on its books.

The  settlement of the  litigation  and the closing of the  transactions  remain
subject to a number of conditions.

3) Natural  Solutions  Corporation  entered into an exclusive  supply  agreement
("Agreement")  on May 4, 2001,  that is dated as of April 6, 2001,  with Penford
Products  Company,  which will  provide a series of  products  from their  Cedar
Rapids,  Iowa  production  facility.  The Company  amended  this  Agreement in a
Product  Specification  Addendum  on May 4,  2001  that is dated as of April 23,
2001.  The products  covered by the  Agreement and Addendum will be purchased by
Natural  Solutions  Corporation  for  inclusion  in  the  Company's  anti-icing,
deicing, dust suppression, and soil stabilization product lines.


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
-----------     ---------------------------------------------------------------
10.31(1)          Supply Agreement with Penford Products Company

10.32(1)          Product Specification Addendum



--------------------------------------
(1)      Filed under the same exhibit number to the Registrants Form 8-K.

(b)      No other Reports on Form 8-K were filed during the quarter ended  April
         30, 2001.

<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: May 31, 2001                    By:     /s/ Jimmy W. Foshee, President
                                         --------------------------------------
                                              Jimmy W. Foshee, President

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