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: October 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 issuer's classes of common
equity,  as of the latest  practicable  date: As of November 30, 2001, there are
26,743,873 shares of voting common stock of the issuer 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
                                                                         October 31,       October 31,
                                   ASSETS                                   2001              2000          July 31, 2001
--------------------------------------------------------------------   --------------    --------------    --------------
<S>                                                                    <C>               <C>               <C>
Current Assets:
   Cash and Cash Equivalents                                           $      144,285    $      487,834    $        6,161
   Trade Accounts Receivable, net                                             133,540           282,688            72,688
   Stock Subscription Receivable                                              200,000                 -           490,000
   Other Receivables, net                                                      39,001            38,803            36,479
   Inventories                                                                227,418           584,700           239,784
   Prepaid Expenses                                                            65,986            26,499            34,692
                                                                       --------------    --------------    --------------
      Total Current Assets                                                    810,230         1,420,524           879,804


Property and Equipment, at cost                                               178,616           156,350           233,673
   Less Accumulated Depreciation                                              (82,094)          (81,305)         (110,916)
                                                                       --------------    --------------    --------------
                                                                               96,522            75,045           122,757

Licensing Agreement, net                                                      196,045           298,949           221,771
                                                                       --------------    --------------    --------------
                                                                       $    1,102,797    $    1,794,518    $    1,224,332
                                                                       ==============    ==============    ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Trade Accounts Payable                                                   1,264,047           951,065         1,165,436
   Accrued Expenses                                                           484,783           218,396           387,958
   Notes Payable                                                              100,138           102,000           104,974
   Other Liabilities                                                                -                 -           150,000
                                                                       --------------    --------------    --------------
      Total Current Liabilities                                             1,848,968         1,271,461         1,808,368

Convertible Debentures to Related Party                                     1,604,550         1,441,352         1,588,751
Other Liabilities                                                             150,000                 -           150,000
Long Term Debt to Related Party                                               257,000           257,000           257,000
                                                                       --------------    --------------    --------------
      Total Liabilities                                                     3,860,518         2,969,813         3,804,119

Commitments and Contingent Liabilities

Stockholders' Deficit:
   8% Convertible Preferred Stock, $0.001 par value, 20,000,000
     shares authorized, 7,770 issued and outstanding on October 31,
     2001, 7,500 on July 31, 2001, and 4,500 on October 31, 2000                    8                 4                 8
   Common Stock, $0.001 par value, 55,000,000 shares authorized,
     26,743,873 issued and outstanding on October 31, 2001,
     24,743,873 on July 31, 2001, and 20,046,540 on October 31, 2000           26,744            20,046            24,744
   Additional Paid-in Capital                                              14,796,385        14,035,776        14,271,385
   Accumulated Deficit                                                    (17,580,858)      (15,231,121)      (16,875,924)
                                                                       --------------    --------------    --------------
      Total Stockholders' Deficit                                          (2,757,721)       (1,175,295)       (2,579,787)
                                                                       --------------    --------------    --------------
                                                                       $    1,102,797    $    1,794,518    $    1,224,332
                                                                       ==============    ==============    ==============
</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
                                                                October 31
                                                      -------------------------------
                                                           2001            2000
                                                        Unaudited        Unaudited
                                                      --------------   --------------
<S>                                                   <C>              <C>
Net Sales                                             $      147,125   $      366,585
Costs Applicable to Sales                                    146,631          255,037
                                                      --------------   --------------
      Gross Profit                                               494          111,548

Operating Costs and Expenses:
   Selling and Administrative Expenses                       456,370          557,850
                                                      --------------   --------------
      Losses from Operations                                (455,876)        (446,302)


Other Expense, net                                           (79,924)        (210,432)
                                                      --------------   --------------
   Loss from Continuing Operations Before Taxes             (535,800)        (656,734)

Income Tax Expense                                                 -                -
                                                      --------------   --------------
   Loss from Continuing Operations                    $     (535,800)  $     (656,734)

Discontinued Operations:
  Loss from operations of discontinued product
     line, net of taxes                                            -         (107,345)
  Loss on discontinuance of product line, including
     provision of $44,507 for operating losses
     during phase-out period, net of taxes                  (142,136)               -
                                                      --------------   --------------
   Net Loss                                           $     (677,936)  $     (764,079)
                                                      ==============   ==============

Loss per Share, Basic and Diluted from
   Continuing Operations                              ($        0.02)  ($        0.03)
                                                      ==============   ==============
Loss per Share, Basic and Diluted, from
   Discontinued Product Line, net of taxes            ($        0.00)  ($        0.01)
                                                      ==============   ==============
Loss per Share, Basic and Diluted, from
   Discontinuance of Product Line                     ($        0.01)  $         0.00
                                                      ==============   ==============
Loss per Share, Basic and Diluted                     ($        0.03)  ($        0.04)
                                                      ==============   ==============
Weighted Average Common
   Shares Outstanding                                     26,263,873       20,036,540
                                                      ==============   ==============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.







                                       F-3

<PAGE>

                          NATURAL SOLUTIONS CORPORATION
                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                     For the Three Months Ended
                                                                             October 31
                                                                   -------------------------------
                                                                     Unaudited        Unaudited
                                                                        2001             2000
                                                                   --------------   --------------
<S>                                                                <C>              <C>
Operating Activities:
Net Loss                                                           $     (677,936)  $     (764,079)
Adjustments to Reconcile Net Loss to Cash
  Used in Operating Activities:
   Depreciation and Amortization                                           34,029           33,911
   Non-Cash Interest Charges                                               15,799          178,997
   Loss on Sale of Equipment                                                7,935                -
   Product and Services Purchased for Stock
      and Options                                                               -            7,000
   Increase  in Accounts and Other Receivables                            (63,374)        (189,799)
   Decrease (Increase) in Inventories                                      12,366          (74,010)
   Increase in Prepaid Expenses                                           (31,294)          (1,193)
   Increase in Accounts Payable and
      Accrued Expenses                                                    195,435          219,741
   Decrease in Other Liabilities                                         (150,000)               -
                                                                   --------------   --------------
Cash Used in Operating Activities                                        (657,040)        (589,432)
                                                                   --------------   --------------

Investing Activities:
   Acquisition of Equipment                                                     -           (3,234)
   Proceeds from the Sale of Equipment                                     10,000                -
                                                                   --------------   --------------
Cash Used in Investing Activities                                          10,000           (3,234)
                                                                   --------------   --------------

Financing Activities:
   Payment of Note Payable                                                 (4,836)               -
   Proceeds from Issuance of Convertible Debentures                             -          435,000
   Proceeds from Issuance of Common Stock                                 790,000                -
   Proceeds from Issuance of Preferred Stock                               27,000          450,000
   Preferred Stock Dividends Paid                                         (27,000)               -
                                                                   --------------   --------------
Cash Provided by Financing Activities                                     785,164          885,000
                                                                   --------------   --------------

Net Increase in Cash                                                      138,124          292,334
Cash and Cash Equivalents - Beginning of Period                             6,161          195,500
                                                                   --------------   --------------
Cash and Cash Equivalents - End of Period                          $      144,285   $      487,834
                                                                   ==============   ==============

Supplemental  disclosures of cash flow  information:
   Non-cash charges against income:
      Amortization of charges to stock warrants                    $       15,799   $       15,799
      One-time charge from issuance of convertible debentures      $            -   $      163,198
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.



                                       F-4

<PAGE>

                          NATURAL SOLUTIONS CORPORATION
      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                   For the Three Months Ended October 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, 2001                 7,500   $        8    24,743,873   $  24,744   $ 14,271,385   $ (16,875,923)   $ (2,579,786)
                                ============= ============ ============= =========== ============== ================ ===============

Stock Issued for Cash                      -            -     2,000,000       2,000        498,000                -         500,000
Preferred Stock Dividends Paid           270            -             -           -         27,000         (27,000)               -
Net Loss October 31, 2001                  -            -             -           -              -        (677,936)       (677,936)
                                ------------- ------------ ------------- ----------- -------------- ---------------- ---------------
Balance October 31, 2001               7,770   $        8    26,743,873   $  26,744   $ 14,796,385   $ (17,580,858)   $ (2,757,721)
                                ============= ============ ============= =========== ============== ================ ===============
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.















                                       F-5

<PAGE>

                          NATURAL SOLUTIONS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                October 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  310(b)  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,  2001.  The
balance  sheet  as of July 31,  2001 was  derived  from  the  audited  financial
statements as of that date. The results of operations for the three-months ended
October 31, 2001 are not necessarily  indicative of those to be expected for the
entire year.

Note 2. In accordance  with a settlement  agreement  dated February 16, 2001, on
August 3, 2001, M.G.  Robertson  consummated the purchase of 3,925,000 shares of
Common Stock for $375,000 in a private transaction.

Note 3. On September 12, 2001, the Company sold 2,000,000 shares of common stock
in a private sale for $500,000. The subscription agreement calls for payments of
$300,000 on or before  October 10,  2001 and  $200,000 on or before  January 10,
2002.  The  $300,000  payment was  received on October 5, 2001 and the  $200,000
payment was received on December 3, 2001.

Note 4. On August 1, 2001 the Company signed an employment agreement with Lowell
W. Morse,  to act as President of the Company.  Among  others,  the terms of the
agreement  provide  for a salary of  $240,000  per year,  and stock  options for
2,000,000  shares of the Company's  common stock,  which vest over the first two
years of his employment. The grant of these options was made under the Company's
2001  Employee  Stock  Option  Plan.  The 2001  Employee  Stock  Option Plan was
approved by a vote of the shareholders at the annual meeting of the shareholders
which was held in December 2001.

Note 5. On July 17,  2001,  the Company  discontinued  its dust control and road
stabilization  business to focus its resources on distribution of its Ice Ban(R)
products. The Company determined that the investment required to develop product
demand  and a  nationwide  sales,  distribution,  and  support  network  for its
Roadbind  products required more resources than were available to the Company at
the time.

In accordance with the  discontinuance  plan, the Company  terminated all of its
sales  staff  associated  with the  Roadbind  product  line,  began  efforts  to
liquidate all remaining  Roadbind products,  sell the equipment  associated with
the products,  and terminate any contracts  associated with the Roadbind product
line. During the quarter ended October 31, 2001, the Company determined that the
net realizable  value of the remaining  inventory and two remaining  application
trucks was below the estimates made at the end of the fiscal year ended July 31,
2001.  Accordingly  additional  losses of $77,629 and $20,000 were  recorded for
inventory  and  application  trucks,  respectively.  In  addition,  $44,507  was
recorded  for a change in estimate for  operating  losses  during the  phase-out
period.

For the three-month period ended October 31, 2000, the operating results for the
Roadbind product line are summarized as follows:

                                                        2000
                                                        ----

         Sales                                      $     80,214
                                                   -------------
         Gross Profit (Loss)                             (20,842)
         Sales, Marketing, and Other Expenses             86,503
                                                   -------------
         Net Loss                                   $   (107,345)
                                                   =============




                                       F-6

<PAGE>

                          NATURAL SOLUTIONS CORPORATION
        Notes to Condensed Consolidated Financial Statements (Continued)
                                October 31, 2001


Note 6. The following is a reconciliation  of the numerators and denominators of
the basic and diluted earnings per share computations.
<TABLE>
<CAPTION>
                                                       For the Three Months Ended October 31, 2001
                                                    -------------------------------------------------
                                                       Net Loss          Shares           Per Share
                                                     (Numerator)      (Denominator)         Amount
                                                    -------------------------------------------------
<S>                                                     <C>             <C>              <C>
Net Loss from Continuing Operations                     ($535,800)

Less: Preferred Stock Dividends                           (15,123)
                                                    -------------
Loss Per Share, Basic and Diluted from
   Continuing Operations Available to Common
   Shareholders                                          (550,923)      26,263,873       $      (0.02)
                                                                                         ============
Loss Per Share, Basic and Diluted from
   Discontinuance of Product Line Available to
   Common Shareholders                                   (142,136)      26,263,873       $      (0.01)
                                                    -------------                        ============

Loss per Share, Basic and Diluted                       ($693,059)      26,263,873       $      (0.03)
                                                                                         ============
</TABLE>


Exercisable options,  warrants, and convertible securities to acquire 11,872,000
shares of common  stock were  outstanding  at  October  31,  2001,  but were not
included in the  computation  of diluted  earnings per share as their effect was
antidilutive to the reported loss per basic common share.

<TABLE>
<CAPTION>
                                                   For the Three Months Ended October 31, 2000
                                                 -----------------------------------------------
                                                    Net Loss         Shares          Per Share
                                                  (Numerator)     (Denominator)        Amount
                                                 -----------------------------------------------
<S>                                                 <C>             <C>               <C>
Loss Per Share, Basic and Diluted from
   Continuing Operations Available to Common
   Shareholders                                     ($656,734)      20,036,540        $  (0.03)
                                                                                     ===========

Loss Per Share, Basic and Diluted from
   Discontinued of Product Line Available to
   Common Shareholders                               (107,345)      20,036,540        $  (0.01)
                                                 ------------                        ===========

Loss per Share, Basic and Diluted                   ($764,079)      20,036,540        $  (0.04)
                                                                                     ===========
</TABLE>

Exercisable options,  warrants, and convertible securities to acquire 10,605,847
shares of common  stock were  outstanding  at  October  31,  2000,  but were not
included in the  computation  of diluted  earnings per share as their effect was
antidilutive to the reported loss per basic common share.


Note 7. Contingencies and Legal Matters include the following:

Sears Oil Company alleges fraudulent  misrepresentation and inducement regarding
the Toth  Patent.  The  plaintiff  amended  their  complaint  to  allege  patent
infringement  of the Toth  patent.  Plaintiffs  seek  damages of  $400,000  plus
dissolution of a New York LLC in which both parties are principals.  The Company
has  filed  counterclaims  alleging  breach  of  fiduciary  duty,  breach  of  a
confidentiality agreement





                                      F-7
<PAGE>

                          NATURAL SOLUTIONS CORPORATION
        Notes to Condensed Consolidated Financial Statements (Continued)
                                October 31, 2001


by Sears Oil Company and others  acting in concert  with Sears Oil  Company.  No
trial  has been  scheduled  as of the date of the  issuance  of these  financial
statements.  Management  is  uncertain of the outcome in this case and unable to
estimate the amount or range of potential loss.

Minnesota  Corn  Processors  seeks  $143,555 in damages  for  product  allegedly
delivered  to the  Company,  which is included in trade  payables as of July 31,
2001. The Company  disputes this claim,  and has filed a  counterclaim,  seeking
damages for MCP's breach of a Supply Agreement and Sublicense Agreement.

Note 8. The accompanying  financial  statements have been prepared  assuming the
Company will continue as a going concern.  The Company has incurred losses since
its  inception,   August  14,  1996,  and  has  aggregate  operating  losses  of
$17,580,858 through October 31, 2001. As a result of these continued losses, the
Company  has been  unable to generate  sufficient  cash flow from its  operating
activities to support current operations.

The Company  believes  that  increased  sales are  necessary in order to achieve
adequate short-term and long-term liquidity and solvency.  The Company's ability
to generate sufficient future cash flows from its operating  activities in order
to sustain future  operations cannot be determined at this time. The Company has
primarily  funded  its  operations  through  the sale of its  common  stock  and
issuance of debt.  There can be no assurance that the Company will be able to do
so in the  future,  and,  if so, will  provide  sufficient  capital and on terms
favorable to the Company.

Management's plan to overcome these problems include the following:

    1.   The  Company is  seeking  to raise  $1,250,000  of  additional  capital
         through the sale of stock in the Company or the issuance of debt.

    2.   The  Company's  Board of Directors  has made changes to its  management
         team by replacing is President and Director of Sales and Marketing.

    3.   The Company has  developed  a series of upgraded  Ice Ban(R)  products,
         which  better  meet  the  performance  and   environmental   standards,
         developed in the industry.  As a result,  the Company has added several
         significant  new customers,  which are anticipated to increase sales in
         the coming winter season.

    4.   The Company has refined its strategic plan addressing marketing, sales,
         product  quality,  and  operational  issues  and is in the  process  of
         implementing each of the elements of that plan.

    5.   The Company is also  continuing to streamline its central  organization
         and eliminating unnecessary overhead costs.

    6.   Company has begun efforts to locate  businesses  with products for sale
         and  distribution  through  the  Company's  network  of  customers  and
         distributors.

These  uncertainties and the uncertainties  associated with the unresolved legal
matters raise  substantial  doubt about the  Company's  ability to continue as a
going  concern  and,  therefore,  about its  ability to  realize  its assets and
discharge  its  liabilities  in the normal  course of  business.  The  financial
statements do not include any adjustments and classification of liabilities that
may be necessary if the entity is unable to continue as a going concern.





                                       F-8

<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,
including increased  competition from other products and product resellers;  the
Company's  ability  to  maintain  and  increase  its  distributor  network;  the
Company's ability to acquire  sufficient raw materials to meet customer demands;
changes in  environmental  regulations;  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  products.  The products are marketed under the protected trade names
of Ice  Ban(R).  These  products  are sold  through  a network  of direct  sales
representatives and licensed distributors throughout the United States.

Until July 17, 2001, the Company also marketed a product under the trade name RB
ULTRA(TM) in the U.S. RB ULTRA(TM) is a biodegradable, environmentally friendly,
non-toxic,  non-corrosive dust control and road stabilization product for use in
the maintenance of unpaved roads.

In fiscal  year  2002,  the  Company  began  efforts to locate  businesses  with
products for sale and  distribution  through the Company's  network of customers
and  distributors.  The Company will actively seek out,  research,  and consider
acquisition of such companies and products that complement the existing products
and customer  needs.  There can be no assurance  that the Company will locate or
successfully  negotiate terms with any such businesses or that such new products
will result in significant increases in sales.

Results of  Operations - The Three Months Ended October 31, 2001 Compared to the
Three Months Ended October 31, 2000:

Net sales from continuing operations for the three months ended October 31, 2001
were $147,125,  compared to $366,585 for the same period last year; resulting in
an decrease of $219,460 or 60%. The Company  believes that the decrease in sales
is largely due a carryover of customer  and  distributor  inventories  from last
winter, a warmer than normal fall, and the economic recession.  Discounted sales
of the previous  generation  of Ice Ban products  also had a negative  impact on
sales,  which resulted from the  introduction  of the next generation of Ice Ban
products.

The Company has increased its  government bid activities and added new customers
and distributors to its sales and distribution network. Although there can be no
assurances,  management  believes that the continued  implementation  of the its
sales and marketing plans, the introduction of enhanced Ice Ban products,  and a
return to normal winter  weather  conditions  may result in higher net sales for
the remainder of fiscal years


<PAGE>

2002 and beyond.

The gross  profit  for the  current  period  totaled  $494  (.3% of net  sales),
compared to $111,548 (30% of net sales) for the  comparable  period in the prior
year, a decrease of $111,054. The dollar decrease in gross margin is largely due
to decreased  sales volume and margins,  which cover fixed  storage and rail car
leases.

Selling and administrative  expenses totaled $456,370,  compared to $557,850 for
the same period last year; a reduction of $101,480.  The most significant  items
effecting  the  reduction  of these  expenses is the $66,372  reduction of legal
fees,  due to the  settlements  of several  legal  disputes in fiscal year 2001.
Professional fees also declined by $37,655,  which was primarily the result of a
change in auditors. A variety of small expense reductions further contributed to
these  savings.  As the Company  continues to expand its marketing,  sales,  and
distribution efforts, advertising,  payroll, and travel expenses are expected to
increase.

Other  expense  totaled  $79,924 in the current year compared to $210,432 in the
same quarter of the prior year. This  improvement is primarily due to a non-cash
interest  charge of $178,997 in the prior year,  which  resulted from changes in
the  required  accounting  treatment  for  convertible  debentures  and  regular
interest  accruals on that debt.  The non-cash  charges for these items  totaled
$15,799 in the current year. Normal interest accruals  associated with long-term
debt totaled $64,125 in the current period and $31,435 in the prior year.

Loss from continuing  operations for the three-months ended October 31, 2001 was
$535,800,  compared to $656,735 for the same period ended  October 31, 2000,  an
improvement of $120,935 or 18%.

In July 2001,  the  Company  discontinued  its efforts to market  Roadbind  dust
control and soil  stabilization  products.  During the previous  two years,  the
Company  incurred  losses from Roadbind  operations  and  discontinuance  of the
product  line of $780,519  and  $325,638 in fiscal years ended July 31, 2001 and
2000, respectively.  In the current year, the Company recorded additional losses
on  discontinuance  of the product line  totaling  $142,136.  This loss reflects
management's  changes in estimates of the net realizable  value of inventory and
other  Roadbind  assets  including a provision for  operating  losses during the
phase-out period.

The Company had a net loss of $677,936 for quarter  ended  October 2001 compared
to a net loss of $764,079 for the quarter ended October 31, 2000.

Liquidity and Capital Resources:

In the  three-months  ended  October 31,  2001,  operating  activities  consumed
$657,040,  compared to $589,432  consumed in the  comparable  period in 2000, an
increase of $67,608 or 11%.  This  increase in cash consumed is primarily due to
the payment of $150,000 for legal  settlement  obligations,  which was partially
offset by a variety of smaller items.

The Company  recorded an infusion of $790,000 from  financing  activities in the
first three-months of the current fiscal year. The following paragraphs describe
each of the transactions.

On July 25, 2001, Dr. Robertson  invested $500,000 through the sale of 5,208,333
shares of common  stock to Dr.  Robertson.  At the end of the fiscal  year ended
July 31,  2001,  the  company had  received  $10,000 of this  subscription.  The
remaining $490,000 was received during the three-months ended October 31, 2001.

On September 12, 2001,  the Company sold  2,000,000  shares of common stock in a
private sale for $500,000.  The  subscription  agreement  called for payments of
$300,000 on or before  October 10,  2001 and  $200,000 on or before  January 10,
2002.  The  $300,000  payment was  received on October 5, 2001 and the  $200,000
payment was received on December 3, 2001.

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 while  maintaining  operations  and  supporting 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 remainder of the current fiscal year. The
Company continues to seek an additional $1,250,000 in debt and equity to finance
its current operational plans and expand its sales, marketing,  and distribution
networks. The Company is seeking other qualified investors to fund this amount.

<PAGE>

The Company  believes that these funds will be  sufficient to achieve  operating
profits  and  fuel  its  growth  for the  foreseeable  future.  There  can be no
assurance,  however,  that the Company  will secure such  additional  financing.
There also can be no assurance that any  additional  financing will be available
to the Company on  acceptable  terms,  or at all. If issuing  equity  securities
raises additional funds, such securities may contain  restrictive  covenants and
result in further dilution to the existing stockholders.

The Company also believes that increased sales are necessary in order to achieve
adequate short-term and long-term liquidity and solvency. The plan of operations
for the next twelve months anticipates that Ice Ban(R) will provide the dominant
share of revenue.  However,  due to the significant  amount fixed storage costs,
increased  sales  volumes  are  expected  to result in a decline  in the cost of
product sold as a percent of net sales.



                            PART II OTHER INFORMATION

Item 1.  Legal Proceedings

Except as set forth below, please see the disclosures  provided in Item 3 of the
annual  report on Form  10-KSB  for the fiscal  year  ended July 31,  2001 for a
description of the Company's pending legal proceedings.

1.       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  inventors 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. Some
limited  discovery on jurisdiction has been undertaken in this case. The Company
has filed an  Amended  Complaint  and is  awaiting  the  Defendants'  responsive
pleadings.

2.       Terrabind International, Inc., et al. v. Natural Solutions Corporation,
et al., Case No. 01-89700. This case was filed on November 7, 2001 in the United
States  District  Court for the southern  District of Florida by  Terrabind  and
certain former  officers and managers of the Company against the Company and one
former  officer  and  one  current  officer  of  the  Company.  The  suit  seeks
unspecified  compensatory and punitive damages.  It alleges securities fraud for
activities of the Company between 1996 and 1999, malicious prosecution and abuse
of  process  with  respect  to  the  Company's   previous  lawsuit  against  the
plaintiffs.  A description  of this lawsuit is included in the Form 10-KSB.  The
Company is investigating  the allegations and intends to vigorously  defend this
matter.

Item 2.  Changes in Securities and Use of Proceeds

On September 12, 2001,  the Company sold  2,000,000  shares of common stock in a
private sale for $500,000.  The  subscription  agreement  called for payments of
$300,000 on or before  October 10,  2001 and  $200,000 on or before  January 10,
2002.  The  $300,000  payment was  received on October 5, 2001 and the  $200,000
payment was received on December 3, 2001.  The Company relied upon the exemption
from registration provided by ss.4(2) of the Securities Act of 1933.

Item 3.  Defaults in Senior Securities

         None

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

         None

Item 5.  Other Information

         None





<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

(a)      The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No.                 Description
-----------    -----------------------------------------------------------------

10.1           Employment Contract between Lowell W. Morse and Natural Solutions
               Corporation  dated  August  1, 2001  (See  Form  10-KSB  filed on
               October 29, 2001)

--------------------------------------

(b)      Reports on Form 8-K

On August 8, 2001, the Company filed a Current Report on Form 8-K dated July 27,
2001 to disclose,  under Item 5, a press release that announced the  appointment
of the President of the Company.

On August 17, 2001,  the Company filed a Current Report on Form 8-K dated August
9, 2001 to  disclose,  under Item 5, a press  release  that  announced  that the
Company would suspend its expansion efforts into the dust suppression market.


                                   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: December 17, 2001               By: /s/ Lowell W. Morse
                                          --------------------------------------
                                          Lowell W. Morse, President


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