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

                                  Amendment 1
                                       to
                                   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, 2000

Commission file no.:  0-28155

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

                Nevada                                                88-0367024
-------------------------------                              -------------------
(State or other jurisdiction of                                    (IRS Employer
incorporation or organization)                               Identification No.)

100 Volvo Parkway, Suite 200
Chesapeake, Virginia                                                       23320
--------------------------------------------                      --------------
(Address of principal executive offices)                              (Zip Code)

Issuer's telephone number :         (757) 548-4242

Securities registered under Section 12(b) of the Exchange Act:

                                                        Name of each exchange on
Title of each class                                             which registered

None                                                                        None
-----------------------------                          -------------------------

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                       -----------------------------------
                                (Title of class)

Copies of Communications Sent to:
                          Mintmire & Associates
                          265 Sunrise Avenue, Suite 204
                          Palm Beach, FL 33480
                          Tel: (561) 832-5696     Fax: (561) 659-5371


<PAGE>





Indicate by Check whether the issuer (1) filed all reports  required to be filed
by  Section  13 or 15(d) of the  Exchange  Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.
                  Yes      X        No


State the number of shares  outstanding of each of the issuers classes of common
equity,  as of the latest  practicable  date: As of October 31, 2000,  there are
20,046,540   shares  of  voting  common  stock  of  the  registrant  issued  and
outstanding.








                          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

Notes to the Condensed Consolidated Financial Statements                     F-5










                                       F-1

<PAGE>

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


ASSETS

                                                       (Unaudited)        (Unaudited)
                                                     October 31 2000    October 31 1999     July 31, 2000
                                                     ----------------- ------------------ -----------------
<S>                                                  <C>               <C>                <C>
Current Assets:
   Cash and Cash Equivalents                         $        487,834  $           9,136  $       195,500
   Trade Accounts Receivable, net                             282,688             85,897           87,554
   Other Receivables, net                                      38,803            167,603           44,138
   Inventories                                                584,700            675,607          510,690
   Prepaid Expenses                                            26,499             58,222           25,306
      Total Current Assets                                  1,420,524            996,465          863,188

Property and Equipment at cost                                156,350            166,434          153,117
   Less Accumulated Depreciation                              (81,305)           (58,483)         (73,055)
                                                     ----------------- ------------------ -----------------
                                                               75,045            107,951           80,062

Investment in Affiliate                                             -             18,750                -
Licensing Agreement, net                                      298,949            407,977          324,675
                                                     $      1,794,518  $       1,531,143  $     1,267,925
                                                     ----------------- ------------------ -----------------


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Trade Accounts Payable                                     951,065            956,771         802,120
   Accrued Expenses                                           218,396            289,945         147,600
   Notes Payable                                              102,000             82,000         102,000
   Current Portion of Long Term Debt to Related Party               -            124,968               -
      Total Current Liabilities                             1,271,461          1,453,684       1,051,720

Long Term Debt to Related Party                               257,000            132,032         257,000
Convertible Debentures to Related Party                     1,441,352            750,000         990,553
Commitments and Contingent Liabilities

Stockholders' Deficit:
   Preferred Stock Subscriptions                              450,000                 -                -
   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                            20,046            19,997           20,027
   Additional Paid-in Capital                              13,585,780        11,766,954       13,415,674
   Accumulated Other Comprehensive Loss                     -                   (96,250)               -
   Accumulated Deficit                                    (15,231,121)      (12,495,274)     (14,467,049)
      Total Stockholders' Deficit                          (1,175,295)         (804,573)     (1,031,348)
                                                     $      1,794,518  $      1,531,143   $    1,267,925
                                                     ----------------- ------------------ -----------------
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.



                                       F-2


<PAGE>


<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
                 Condensed Consolidated Statements of Operations


                                                            For the Three Months Ended
                                                                    October 31
                                                        -----------------------------------

                                                           (Unaudited)       (Unaudited)
                                                              2000              1999
                                                        ----------------- -----------------
<S>                                                     <C>               <C>
Net Sales                                                $       446,799  $        193,337
Costs Applicable to Sales                                        356,093           194,085
      Gross Profit                                                90,706              (748)

Operating Costs and Expenses:
   Selling and Administrative Expenses                           633,986           488,372
      Losses from Operations                                    (543,280)         (489,120)

Other Expense, net                                              (220,799)          (12,889)

Loss Before Taxes                                               (764,079)         (502,009)

Income Tax Expense                                                     -                 -

Net Loss                                                        (764,079)         (502,009)
                                                        ----------------- -----------------

Loss per Share, Basic and Diluted                                 ($0.04)           ($0.03)
                                                        ----------------- -----------------
Weighted Average Common
   Shares Outstanding                                         20,036,540        15,996,540
                                                        ----------------- -----------------
</TABLE>


                 See Notes to Condensed Consolidated Financial Statements.




                                       F-3



<PAGE>


<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
                 Condensed Consolidated Statements of Cash Flows


                                                                  For the Three Months Ended
                                                                          October 31
                                                              -----------------------------------

                                                                 (Unaudited)       (Unaudited)
                                                                    2000              1999
                                                              ----------------- -----------------
<S>                                                           <C>               <C>
Operating Activities:
Net Loss                                                       $      (764,079) $      (502,009)
Adjustments to Reconcile Net Loss to Cash
  Used in Operating Activities:
   Depreciation and Amortization                                        33,911           16,141
   Non-Cash Interest Charges                                           178,997                -
   Product and Services Purchased for Stock
      and Options                                                        7,000                -
   Increase in Accounts and Other Receivables                         (189,799)        (161,786)
   Increase in Inventories                                             (74,010)         (48,735)
   (Increase) Decrease in Prepaid Expenses                              (1,193)           5,419
   Increase (Decrease) in Accounts Payable and
      Accrued Expenses                                                 219,741          (49,894)
   Cash Used in Operating Activities                                  (589,432)        (740,864)
                                                              ----------------- -----------------

Investing Activities:
   Acquisition of Equipment                                             (3,234)                -
Cash Used in Investing Activities                                       (3,234)                -
                                                              ----------------- -----------------

Financing Activities:
   Proceeds from Issuance of Convertible Debentures                    435,000           750,000
   Proceeds from Preferred Stock Subscriptions                         450,000                 -
Cash Provided by Financing Activities                                  885,000           750,000
                                                              ----------------- -----------------

Net Increase in Cash                                                   292,334             9,136

Cash and Cash Equivalents - Beginning of Year                          195,500                 -
                                                              ----------------- -----------------
Cash and Cash Equivalents - End of Period                       $      487,834  $          9,136
                                                              ----------------- -----------------
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.




                                      F-4




<PAGE>


                          NATURAL SOLUTIONS CORPORATION
              Notes to Condensed Consolidated Financial Statements
                                October 31, 2000

Note 1. The interim financial statements include all adjustments,  which, in the
opinion of management,  are necessary in order to make the financial  statements
not misleading.  The unaudited  consolidated  financial statements and notes are
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  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  three-months  ended October 31, 2000 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  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.  As a result of this  transaction,  the  Company  recorded a one time
non-cash  interest  charge of $163,125 in the quarter ended October 31, 2000. In
addition, interest charges on all convertible debentures issued to Dr. Robertson
totaled $39,407.

Note 3. 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.

Note 4. On October 1, 2000 the Company  issued stock options to all employees of
the Company under the 1999 Employee Stock Option Plan. These options represented
760,000  shares of the Company's  common stock and had exercise  prices of $0.35
per share, which was equal to the fair market value of the shares on the date of
the grant.

Note 5. 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
lots of 500 shares at $100 per share and is convertible into common stock of the
Company at 200 common shares to one share of preferred  stock. As of October 31,
2000  $450,000 of  preferred  stock  subscriptions  had been  received.  Another
$100,000 was received in early  November  2000 and  preferred  stock shares were
issued on November  15, 2000 for the full amount of the  subscriptions  totaling
$550,000. The offering remains open and the ultimate outcome of the offering has
not been determined.






                                       F-5

<PAGE>



Item 2. Management's Discussion and Analysis

Forward Looking Statements:

This Form 10-QSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical  trends,  current  conditions and expected future  developments as
well as other factors it believes are appropriate in the circumstances. However,
whether  actual  results  or  developments   will  conform  with  the  Company's
expectations and predictions is subject to a number of risks and  uncertainties,
general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.  Consequently,  all of the forward-looking  statements made in this
Form 10-QSB are  qualified by these  cautionary  statements  and there can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized  or, even if  substantially  realized,  that they will have the
expected consequence to or effects on the Company or its business or operations.
The  Company   assumes  no  obligations  to  update  any  such   forward-looking
statements.

Overview:

The Company was formed to exploit in the United States certain  patents,  rights
to patents,  and other proprietary  products covered under a licensing agreement
to market  agricultural  co-products such as road de-icing and anti-icing,  dust
suppressant and road stabilization products. The products are marketed under the
protected  trade names of Ice Ban(R) and  Roadbind(TM).  These products are sold
through a network of direct  sales  representatives  and  licensed  distributors
throughout the United States.

Results of  Operations - The Three Months Ended October 31, 2000 Compared to the
Three Months Ended October 31, 1999:

Net sales for the three months ended October 31, 2000 for continuing  operations
by the Company were $446,799 compared to $193,337 for the same period last year;
resulting in an increase of $253,462 or 131%. The increase in sales is primarily
due to  early  buy  promotional  selling  of Ice  Ban(R)  to  new  and  existing
customers.  This early snow season selling more than offset the negative  effect
on sales from the reduction of Roadbind(TM) sales. The reduction in Roadbind(TM)
sales is a result of the  departure of certain  managers  from the Company.  The
Company continues its efforts to replace and expand its sales force,  recruiting
new  distributors,  and  reducing  the  size  of new  and  existing  distributor
territories.  The Company  believes that continued  implementation  of these and
other sales and marketing plans will result in higher net sales in the remainder
of fiscal year 2001 and beyond.  The gross profit (loss) for the current  period
totaled  $90,706  or 20% of  sales,  compared  to  ($748),  or  (0.4%)  for  the
comparable  period in the prior year.  The increase in profit  margin is largely
due to increased sales volume to cover fixed storage and rail car leases.

Selling and  administrative  expenses totaled $633,986  compared to $488,372 for
the same  period  last  year.  Payroll  increased  by  $62,305  as a  result  of
increasing  the direct  sales  force from four to ten for the same  period  last
year. The increase in professional  fees,  resulting from  significantly  higher
fees from the new auditing firm, totaled $42,302.  Other expense variations from
rent,  travel,  recruiting  costs,  and others  resulted  in the  remaining  net
increase of $41,007.  As the Company  continues to expand its marketing,  sales,
and distribution efforts, advertising, payroll, and travel expenses are expected
to  increase.  Although  management  continues  its efforts to resolve all legal
disputes,  it is expected that legal fees will remain high, until these disputes
are resolved.  [See Part II, Item 1. Legal Proceedings] In addition, the Company
is making  efforts to reduce  professional  fees  associated  with audit and tax
services.

Losses from operations  totaled $543,280 compared to losses in the prior year of
$489,120, an increase of $54,160.

Other expenses totaled $220,799 in the current year compared to $12,889 in 1999.
This  increase  is due  largely to the  non-cash  interest  charges of  $178,997
required by recent changes in the required accounting  treatment for convertible
debentures and regular interest accruals on that debt, which totaled $45,728.

This brings the net loss to $764,079  compared to a net loss of $502,009 for the
same period last year.

The recent changes in the regulatory  interpretation of the accounting treatment
for  convertible  debentures  have  had a  significant  impact  on the  reported
earnings of the Company.  In total,  these changes in accounting  treatment have
resulted in  $445,758  in non-cash  charges to the  Company.  In  addition,  the
Company will be required to amortize an additional  $290,208 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 a unfortunate effect on
the reported financial results of the Company.  In total, these non-cash charges
exceed 24% 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 as well
as 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  sales,  lower fixed costs as a
percentage of sales and either  settle or see through to  successful  conclusion
the  non-productive  litigation,  which has  continued  to burden the  Company's
bottom line. There can be no assurances that such efforts will be successful.

Liquidity and Capital Resources:

In the three months ended October 31, 2000,  operating  activities used $589,432
in cash as compared to $740,864 of cash used in the  comparable  period in 1999.
This  reduction  in cash used from  fiscal  year 1999 to 2000 is largely  due to
increases in accounts payable associated with the increase in sales, compared to
the same period last year. In addition, accrued expenses increased due to unpaid
interest charges on convertible  debentures  issued since August 1999.  Finally,
cash used by operations in the current year was further  reduced by the non-cash
interest charges of $178,997  resulting from differences in the conversion price
of the convertible debentures and the market price of the Company's common stock
on the effective date of each debenture.

The Company recorded an infusion of $885,000 from financing  activities from the
end of its fiscal  year to October  31,  2000.  Another  $100,000  was raised in
November 2000. The infusion of funds took place in three separate 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.  Including the  convertible  debentures
referenced above, Dr. Robertson has invested  $1,100,000 of these funds, 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 lots of 500 shares at $100 per share
and is convertible  into common stock of the Company at 200 common shares to one
share of preferred  stock.  As of October 31, 2000,  $450,000 of preferred stock
subscriptions had been received. Another $100,000 was received in early November
2000 and  preferred  stock  shares were issued on November 15, 2000 for the full
amount of the subscriptions totaling $550,000. The offering remains open and 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 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.


                            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.  The  arbitration
proceeding has commenced hearing, but is currently in recess.

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 NSC and IBAC, Inc. NSC successfully filed two
Motions to Dismiss. NSC 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 NSC and $6,000
to IBAC. NSC 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.
The Company's counterclaims remain active in this proceeding.

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 IBNY 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.
Discovery is proceeding, and the case is set for trial in February 2001.

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 been  obtained on most of the  Defendants,  and motions to dismiss,
motions for lack of personal  jurisdiction,  and motions to transfer to New York
are scheduled.  Some limited  discovery on  jurisdiction  has been undertaken in
this case.

5.  Sears Oil  Company  vs.  Natural  Solutions  Corporation,  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.  NSC 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  NSC  to  recover  two  hundred
fifty-thousand dollars ($250,000),  plus accrued interest, owed to it by its New
York distributor,  IMUS. IMUS has filed  affirmative  defenses and counterclaims
based upon the alleged  misrepresentation  regarding the Vinasz patent.  NSC has
answered  and filed  affirmative  defenses  to the  counterclaim.  Discovery  is
ongoing in this case,  and it has not been set for trial,  although  the Company
has filed a certificate that it is ready to proceed to trial.

7. Natural  Solutions  Corporation v.  Terrabind  International,  Inc.,  Richard
Jurgenson,  Joseph Kroll, Richard Weinert: This case was filed by the Company on
May 15, 2000 in the Circuit Court of Palm Beach County, Florida, seeking damages
and injunctive relief against three former corporate officers 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 October 1, 2000 the Company  issued  stock  options to all  employees of the
Company under the 1999 Employee Stock Option Plan. These options  represented an
aggregate  of 760,000  shares of the  Company's  common  stock and had  exercise
prices of $0.35 per  share,  which  was  equal to the fair  market  value of the
shares on the date of the grant.

 On October 19, 2000 the Company  issued stock  options to two  directors of the
Company under the 1999 Employee Stock Option Plan. These options  represented an
aggregate  of 100,000  shares of the  Company's  common  stock and had  exercise
prices of $0.35 per  share,  which  was  equal to the fair  market  value of the
shares on the date of the grant.


Item 3.  Defaults in Senior Securities

         None

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

         None

Item 5.  Other Information

         None

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
--------------    --------------------------------------------------------------
10.29(1)          Convertible Debenture Issued August 31, 2000

10.30(1)          Convertible Debenture Issued November 9, 2000

10.31 (2)         Consulting Agreement with James Dale Davidson

27(2)             Financial Data Schedule

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

(2)      Filed herewith

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


                              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 12, 2000                  By: /s/ Jimmy W. Foshee
                                             Jimmy W. Foshee, President

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