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: January 31, 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
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 February 28, 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)
                                                             January 31,        January 31,        July 31,
                         ASSETS                                  2001              2000              2000
--------------------------------------------------------    --------------    --------------    --------------
<S>                                                         <C>               <C>               <C>
Current Assets:
   Cash and Cash Equivalents                                $      317,027    $      146,596    $      195,500
   Trade Accounts Receivable, net                                  598,519           731,302            87,554
   Other Receivables, net                                           30,082           187,431            44,138
   Inventories                                                     600,310           727,660           510,690
   Prepaid Expenses                                                 34,966           103,154            25,306
                                                            --------------    --------------    --------------
      Total Current Assets                                       1,580,904         1,896,143           863,188


Property and Equipment, at cost                                    161,850           152,510           153,117
   Less Accumulated Depreciation                                   (89,556)          (49,057)          (73,055)
                                                            --------------    --------------    --------------
                                                                    72,294           103,453            80,062

Investment in Affiliate                                                  -            18,750                 -
Licensing Agreement, net                                           273,223           386,118           324,675
                                                            --------------    --------------    --------------
                                                            $    1,926,421    $    2,404,464    $    1,267,925
                                                            ==============    ==============    ==============

        LIABILITIES AND STOCKHOLDERS' DEFICIT
--------------------------------------------------------
Current Liabilities:
   Trade Accounts Payable                                          946,446         1,106,215           802,120
   Accrued Expenses                                                243,679           259,923           147,600
   Notes Payable                                                   102,000           142,000           102,000
                                                            --------------    --------------    --------------
      Total Current Liabilities                                  1,292,125         1,508,138         1,051,720


Long Term Debt to Related Party                                    257,000           257,000           257,000
Convertible Debentures to Related Party                          1,557,152           750,000           990,553
Commitments and Contingent Liabilities

Stockholders' Deficit:
  8% Convertible Preferred Stock, $0.001 par value,
    $100 liquidation price, 20,000,000 shares authorized,
    6,500 issued and outstanding in 2001 and none in 2000                7                 -                 -
  Common Stock, $0.001 par value, 55,000,000 shares
    authorized, 20,046,540 issued and outstanding
    in 2000 and 19,966,540 in 1999                                  20,047            19,997            20,027
  Additional Paid-in Capital                                    14,255,773        12,766,954        13,415,674
  Accumulated Deficit                                          (15,455,683)      (12,897,625)      (14,467,049)
                                                            --------------    --------------    --------------
      Total Stockholders' Deficit                               (1,179,856)         (110,674)       (1,031,348)
                                                            --------------    --------------    --------------
                                                            $    1,926,421    $    2,404,464    $    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 Six Months Ended
                                                        January 31                     January 31
                                                --------------------------    --------------------------
                                                (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
                                                    2001           2000           2001           2000
                                                -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>
Net Sales                                       $ 1,238,378    $   939,396    $ 1,686,369    $ 1,132,733
Costs Applicable to Sales                           888,951        647,081      1,245,043        843,524
                                                -----------    -----------    -----------    -----------
      Gross Profit                                  349,427        292,315        441,326        289,209

Operating Costs and Expenses:
   Selling and Administrative Expenses              488,496        580,968      1,123,610      1,065,352
                                                -----------    -----------    -----------    -----------
      Losses from Operations                       (139,069)      (288,653)      (682,284)      (776,143)


Other Expense, net  (See note below)                (80,014)       (19,095)      (300,813)       (31,984)
                                                -----------    -----------    -----------    -----------


Loss Before Taxes                                  (219,083)      (307,748)      (983,097)      (808,127)

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

Net Loss                                        $  (219,083)   $  (307,748)   $  (983,097)   $  (808,127)
                                                ===========    ===========    ===========    ===========


      Loss per Share, Basic and Diluted              ($0.01)        ($0.02)        ($0.05)        ($0.05)
                                                ===========    ===========    ===========    ===========
      Weighted Average Common
         Shares Outstanding                      20,046,540     17,923,733     20,041,540     17,923,733
                                                ============   ===========    ===========    ===========
</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 Six Months Ended
                                                                            January 31
                                                                    --------------------------
                                                                    (Unaudited)    (Unaudited)
                                                                        2001           2000
                                                                    -----------    -----------
<S>                                                                 <C>            <C>
Operating Activities:
Net Loss                                                            $  (983,097)   $  (808,127)
Adjustments to Reconcile Net Loss to Cash
  Used in Operating Activities:
   Depreciation and Amortization                                         67,946         42,515
   Non-cash Interest Charges                                            214,732              -
   Product and Services Purchased for Stock
      and Options                                                         7,000              -
   Increase in Accounts and Other Receivables                          (496,909)      (827,019)
   Increase in Inventories                                              (89,620)      (100,788)
   Increase in Prepaid Expenses                                          (9,660)       (39,513)
   Increase in Accounts Payable and
      Accrued Expenses                                                  240,404         69,528
                                                                    -----------    -----------

   Cash Used in Operating Activities                                 (1,049,203)    (1,663,404)
                                                                    -----------    -----------

Investing Activities:
   Acquisition of Equipment                                              (8,733)             -
                                                                    -----------    -----------
Cash Used in Investing Activities                                        (8,733)             -
                                                                    -----------    -----------

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                                     -      1,000,000
   Proceeds from Issuance of Preferred Stock                            650,000              -
   Preferred Stock Dividends Paid                                        (5,537)             -
                                                                    -----------    -----------

Cash Provided by Financing Activities                                 1,179,463      1,810,000
                                                                    -----------    -----------

Net Increase in Cash                                                    121,527        146,596

Cash and Cash Equivalents - Beginning of Year                           195,500              -
                                                                    -----------    -----------
Cash and Cash Equivalents - End of Period                           $   317,027    $   146,596
                                                                    ===========    ===========

Supplemental disclosures of cash flow information:
   Non-cash interest charges against income as follows:
      Amortization of charges to stock warrants                     $    31,607    $         -
      Non-recurring charge related to convertible debentures        $   183,125    $         -
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.



                                       F-4

<PAGE>

                          NATURAL SOLUTIONS CORPORATION
      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                    For the Six Months Ended January 31, 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>
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                              -            -              -           -         183,125                -        183,125
Preferred Stock Issued                6,500            7              -           -         649,994                -        650,000
Preferred Stock Dividends Paid            -            -              -           -               -           (5,537)        (5,537)
Net and Comprehensive Loss                -            -              -           -               -         (983,097)      (983,097)
                                -----------  -----------   ------------  ----------  --------------  ---------------  -------------
Balance, January 31, 2001             6,500  $         7     20,046,540  $   20,047  $   14,255,773  $   (15,455,683) $  (1,179,856)
                                ============ ===========   ============= ==========  ==============  ===============  =============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.














                                       F-5

<PAGE>

                          NATURAL SOLUTIONS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                January 31, 2001

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 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  six-months  ended January 31, 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
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 $3,100,000
in debt and  equity to  finance  its  current  operational  plans and expand its
sales,  marketing,   and  distribution  networks.  Dr.  Robertson  has  invested
$1,100,000  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% 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 at 200
common  shares to one (1) share of  preferred  stock.  As of  January  31,  2001
$650,000,  representing  6,500  shares  of  preferred  stock,  were  issued  and
outstanding.  Dividends of $5,537 were paid as of January 1, 2001.  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)
                                January 31, 2001

Note 7.  Subsequent to the end of the quarter,  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 will reverse certain
previously recorded liabilities of approximately $54,000 and reverse the accrual
of $650,000 in compensation for option shares forfeited by one of the parties to
the  lawsuit.  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.  The net result of the settlements will have a
non-recurring  positive (non-cash) earnings impact of approximately  $300,000 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.

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

Note 8. Other expenses  totaled $300,813 in the current year compared to $31,984
in the prior year.  This  increase is  primarily  due to the  non-cash  interest
charges of $214,732 required by recent changes in the Emerging Issues Task Force
(EITF) interpretation of the accounting treatment for convertible  debentures in
addition  to the normal  interest  accruals  associated  with that  debt,  which
totaled $86,674.

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 $481,587 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  $327,848 in  non-cash  charges  over the next four and
one-half years.

Although the Company understands that 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.



                                       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 January 31, 2001 Compared to the
Three Months Ended January 31, 2000:

Net sales for the three months ended January 31, 2001 were $1,238,378,  compared
to $939,396 for the same period last year;  resulting in an increase of $298,982
or 32%.  Sales growth over the prior year occurred in each month of the quarter.
The increase in sales is largely due to repeated  winter  storms in November and
December  2000, in addition to the efforts of the Company's  expanded  sales and
distribution  network.  This  resulted in higher than  normal  shipments  of Ice
Ban(R), a 6% increase in the average selling price of Ice Ban(R),  and increased
equipment sales to new and existing customers.

The gross  profit  for the  current  period  totaled  $349,427  (28% of  sales),
compared to $292,315 (31% of sales) for the comparable period in the prior year.
The dollar  increase in gross margin is largely due to increased  sales  volume,
which cover fixed storage and rail car leases.

<PAGE>

Selling and administrative  expenses totaled $488,496,  compared to $580,968 for
the same  period  last  year;  a  reduction  of  $92,472.  The most  significant
reduction is the decline of legal and professional expenses of $111,735. This is
primarily  due to higher than  normal  legal  activity in the prior year.  In an
effort to trim audit expenses, the Company changed accounting firms, negotiating
a credit  of  $25,238  from the  former  auditors.  A variety  of small  expense
increases partially offset these savings. 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 plus legal assistance
from an  insurance  company  associated  with one of the three  remaining  legal
disputes  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 $139,069, compared to losses in the prior year of
$288,653, an improvement of $149,584 or 52%.

Other  expenses  totaled  $80,014 in the current year compared to $19,095 in the
prior year. This increase is primarily due to the non-cash  interest  charges of
$35,800  required  by recent  changes in the  regulatory  interpretation  of the
accounting  treatment  for  convertible  debentures  in  addition  to the normal
interest accruals associated with that debt, which totaled $45,267.

Net loss for the three-months  ended January 31, 2001 was $219,083,  compared to
$307,748 for the same period ended January 31, 2000.

Results of  Operations - The Six Months Ended  January 31, 2001  Compared to the
Six Months Ended January 31, 2000:

Net sales for the six months ended January 31, 2001 were $1,686,396, compared to
$1,132,733  for the same period last year;  resulting in an increase of $553,663
or 49%.  Sales  growth  over the prior  year  occurred  in each of the first six
months of fiscal year 2001. In addition,  the net sales through January 31, 2001
exceed the total sales for the entire previous fiscal year by $73,320. Net sales
for the first half of each year since inception are as follows:

                 Jan-01        Jan-00        Jan-99        Jan-98     Jul-97 (1)
                 ------        ------        ------        ------     ----------
  Net Sales    $1,686,369    $1,132,733    $1,542,799    $1,243,237   $  500,048

(1) First-half  sales are not available for the period from inception to January
31, 1997. Accordingly, full year sales are presented for comparison.

The current year increase is due to numerous  factors  including a) an early-buy
program initiated by the Company in August of 2000, b) repeated winter storms in
November and December 2000,  and c) the efforts of the Company's  expanded sales
and distribution  network.  This resulted in a 44% increase in quantities of Ice
Ban(R)  shipped,  a 6%  increase  in the  average  selling  price of Ice  Ban(R)
products, and increased equipment sales to new and existing customers.

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.

<PAGE>

The gross profit for the current  six-month  period  totaled  $441,326 or 26% of
sales,  compared to $289,209 or 25% for the comparable period in the prior year.
The increase in gross  margin is largely due to increased  sales volume to cover
fixed storage and rail car leases.

Selling and administrative  expenses totaled $1,123,610,  compared to $1,065,352
for the same  six-month  period last year; an increase of $58,258 (5%).  Payroll
increased  by $47,668 as a result of the planned  expansion  of the direct sales
force, increased sales commissions, and the addition of a product engineer.

Recruiting costs, distributor commissions, and insurance also contributed to the
increase in selling  and  administration  expenses.  The most  significant  cost
reduction  is the  year-to-date  reduction  of legal  and  professional  fees of
$62,186,  which is primarily due to reduced legal activity and legal  assistance
from an insurance  company.  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].  These  settlements  plus  legal
assistance from an insurance company  associated with one of the three remaining
legal  disputes 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.

Six-month  losses from operations  totaled  $682,284,  compared to losses in the
prior year of $776,143, an improvement of $93,859 or 12%.

Other expenses totaled $300,813 in the current year,  compared to $31,984 in the
prior year. This increase is primarily due to the non-cash  interest  charges of
$214,732  required by recent  changes in the  Emerging  Issues Task Force (EITF)
interpretation  of the  accounting  treatment  for  convertible  debentures,  in
addition  to the normal  interest  accruals  associated  with that  debt,  which
totaled $86,674.

This brings the net loss to $983,097  compared to a net loss of $808,127 for the
same  six-month  period  last year.  Cash used in  operations  also  improved by
$614,208 (36%) 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 $481,587 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  $327,848 in  non-cash  charges  over the next four and
one-half  years.  Although  the Company  understands  that 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.

While  management  is  continuing  the process of  assessing  each cost item and
expanding  the marketing  and sales  efforts,  it is too early in the process to
predict  the  final  steps  management  will  institute  as a  result.  However,
management  has  increased and will  continue to seek to increase

<PAGE>

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 six months ended January 31, 2001,  operating  activities used $1,049,196
in cash,  compared to $1,663,404 of cash used in the comparable  period in 2000,
an  improvement of $614,208 or 36%. This reduction in cash used is primarily due
to the  following:  a)  increases  in  accounts  payable  and  accrued  expenses
($170,876),  largely  associated  with the increase in sales,  b)  reductions in
accounts  receivable  ($330,110) as a result of improved  billing and collection
efforts, and c) improved inventory management  ($11,168).  In addition,  accrued
interest obligations on convertible  debentures have been deferred by the holder
since their inception.

The Company recorded an infusion of $1,185,000 from financing  activities in the
first six 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 $3,100,000 in debt
and  equity to  finance  its  current  operational  plans and  expand its sales,
marketing,  and distribution  networks. Dr. Robertson has invested $1,100,000 of
these funds through  convertible  debentures,  including  those discussed in the
paragraphs  immediately  above. As of January 31, 2001,  $650,000,  representing
6,500 shares of preferred stock, was issued and outstanding. Dividends of $5,537
were paid as of January 1, 2001. As of January 31, 2001, the preferred stock had
earned and unpaid dividends of $3,967.  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 Company is expected to benefit from a non-recurring
accounting  gain of  approximately  $300,000 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 Company is expected to benefit from a non-recurring
accounting  gain of  approximately  $300,000 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 Company is expected to
benefit from a non-recurring  accounting gain of  approximately  $300,000 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 tortious  interference with
the Company's  rights to the so-called  Vinasz patent acquired by Mr. 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

<PAGE>

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.

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.  The Company is expected to
realize a gain of $130,000  associated  with this  settlement  during the second
half 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 Company  has filed a petition  to dismiss the counter  claims
against the President and Chief Financial Officer.  Discovery is proceeding, and
the case is not yet set for trial.


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 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.

<PAGE>

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 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.

Item 3.  Defaults in Senior Securities

         None

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

         None

Item 5.  Other Information

Subsequent to the end of the quarter, 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] The Company
is expected to realize a gain of $130,000 associated with this settlement during
the second half of the current fiscal year.

Subsequent  to the end of the  quarter,  the  Company  also  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 will reverse certain
previously recorded liabilities of approximately $54,000 and reverse the accrual
of $650,000 in compensation for option shares forfeited by one of the parties to
the  lawsuit.  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)  months
thereafter. The latter installment is being guaranteed by Dr. Robertson. The net
result of the settlements will have a non-recurring positive (non-cash) earnings
impact of  approximately  $300,000 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


<PAGE>

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.

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
-----------    -----------------------------------------------------------------
16.2(1)        Notice of Change in Accounting Firms Effective January 18, 2001


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

(b) No other Reports on Form 8-K were filed during the quarter ended January 31,
2001


                                   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: March 1, 2001                   By: /s/ Jimmy W. Foshee
                                          --------------------------------------
                                          Jimmy W. Foshee, President


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