NATURAL SOLUTIONS CORPORATION                                             10-KSB


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


                                   FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

Commission file no.: 0-28155

                          Natural Solutions Corporation
           -----------------------------------------------------------
               (Name of Small Business Registrant in its charter)


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


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

Registrant's telephone number, including area code:  (757) 548-4242

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

         Title of each class                      Name of each exchange on which
         to be so registered                       each class to be registered

                 None                                         None



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

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


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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B contained in this form and no disclosure  will be contained,  to
the best of the  Registrant's


<PAGE>
NATURAL SOLUTIONS CORPORATION                                             10-KSB


knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB
[ ]

The Registrant's revenue for the fiscal year ended July 31, 2001: $1,896,236

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  (computed by  reference to the price at which the common  equity
was sold,  or the average bid and asked price of such common  equity) as of July
31, 2001 was $5,773,659 (for purposes of the foregoing calculation only, each of
the registrant's officers and directors is deemed to be an affiliate).

There were 24,743,873 shares of the registrant's  common stock outstanding as of
July 31, 2001.

                 DOCUMENTS INCORPORATED BY REFERENCE:    None


<PAGE>
NATURAL SOLUTIONS CORPORATION                                             10-KSB


                            SUMMARY TABLE OF CONTENTS

                                     PART I

         Item 1.      Description of Business.

         Item 2.      Description of Property.

         Item 3.      Legal Proceedings.

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


                                                 PART II

         Item 5.      Market for Common Equity and Related Stockholder Matters.

         Item 6.      Management's Discussion and Analysis or Plan of Operation.

         Item 7.      Financial Statements.

         Item 8.      Changes  in  and   Disagreements   with   Accountants   on
                      Accounting and Financial Disclosure.

                                                PART III

         Item 9.      Directors,   Executive  Officers,  Promoters  and  Control
                      Persons;  Compliance  with  Section  16(a) of the Exchange
                      Act.

         Item 10.     Executive Compensation.

         Item 11.     Security   Ownership  of  Certain  Beneficial  Owners  and
                      Management.

         Item 12.     Certain Relationships and Related Transactions.

         Item 13.     Exhibits, List and Reports on Form 8-K.




<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                                     PART I



Forward Looking Statements

This Form 10-KSB includes "forward looking  statements".  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-KSB 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),
demand for the  Company's  products and  services,  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-KSB  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.

Item 1.   Description of Business.

          (a) Business Development

Incorporation:
-------------

Ice Ban America, Inc., a Nevada corporation was incorporated on August 14, 1996.
On December 7, 1998, Ice Ban America, Inc. changed its name to Natural Solutions
Corporation  (hereinafter referred to as the "Company").  The Company was formed
to market  agricultural  by-products  for use as anti-icing and de-icing  agents
under the trade name, Ice Ban(R). The Company later expanded into providing dust
control  and  road   stabilization   agents.  On  July  17,  2001,  the  Company
discontinued its efforts to market dust control and road stabilization products.
[See Part II, Item 6. Management's Discussion and Analysis or Plan of Operation,
Results  of  Operations,  Fiscal  2001  Compared  to Fiscal  2000,  Discontinued
Operations and Part II, Item 7., Financial Statements,  Consolidated  Statements
of Operations and Comprehensive Loss, and Note 11.]

Contact Information:
-------------------

The  Company's  current  address is 100 Volvo  Parkway,  Suite 200,  Chesapeake,
Virginia      23320.      The      Company's       Web-site      address      is
http://www.naturalsolutionscorp.com.  The  Company's  telephone  number is (757)
548-4242 and the consumer information number is 1-888-ICEBAN-1.



                                       4
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NATURAL SOLUTIONS CORPORATION                                             10-KSB


Product Rights:
--------------

On August 31, 1996, the Company entered into a renewable,  seven year, exclusive
licensing agreement with Ice Ban USA, Inc. ("IBUSA") to exploit certain patents,
patents pending and trademarks  assigned to IBUSA.  IBUSA is a Company partially
owned by a trust  created by Ice  Ban(R)'s  co-inventor  Mr.  George Janke ("Mr.
Janke"), and by the Company's chairman, Dr. M.G. Robertson ("Dr. Robertson"). On
April 27, 2000, Mr. Janke passed away. The patents cover the use of agricultural
by-products  as road de-icing and  anti-icing  agents.  The product is currently
marketed as Ice Ban(R). The territory granted under this license includes all of
the United States.

On March 30,  1998,  IBUSA and the  Company  entered  into an  addendum to their
previous  agreement,  whereby  the  Company  acquired  the right to  market  the
trademarked and patent-pending  product,  TEMBIND(R),  which is a biodegradable,
non-corrosive  dust  control  and  road  stabilization  product  for  use in the
maintenance  of unpaved  roads.  The Company  marketed  this  product  under the
trademarked brand RB Ultra(TM).  On July 17, 2001, the Company  discontinued its
efforts to market RB Ultra.  [See Part II, Item 6.  Management's  Discussion and
Analysis or Plan of Operation,  Results of  Operations,  Fiscal 2001 Compared to
Fiscal 2000, Discontinued Operations and Part II, Item 7., Financial Statements,
Consolidated Statements of Operations and Comprehensive Loss, and Note 11.]

Ice Ban(R) is the primary product line offered by the Company.

The above license agreement, as amended, requires a quarterly royalty payment of
2% of sales,  but not to exceed  $3.00 per ton nor to be less than $2.00 per ton
on Ice Ban(R) products sold. [See Part III, Item 12, Certain  Relationships  and
Related Transactions.]



Suppliers of Raw Materials:
--------------------------

On February 21, 1997, the Company entered into an agreement to sell common stock
to Minnesota Corn Processors  Company  ("Minnesota  Processors") in exchange for
supplies of the raw material by-product which Minnesota  Processors produces and
which the Company  used to produce Ice Ban(R).  This  arrangement  provided  the
Company with nearly fifty  percent  (50%) of the Company's  product  supply.  In
accordance with this agreement,  on February 21, 1997, the Company committed one
million one  hundred  seventy  thousand  (1,170,000)  shares of common  stock to
Minnesota  Processors  for the purchase of raw  materials  provided by Minnesota
Processors for the Ice Ban(R) product. Over the life of the contract, the shares
that were issued had a fair market  value of $296,827  and, as of July 31, 2001,
represent 65,966 shares,  or 0.18%, of the issued and outstanding  capital stock
of the Company on a fully diluted  basis.  This  agreement  was  superceded by a
supply  agreement on October 19, 1999,  which  provided  that MCP would sell the
raw-material by-product at fixed prices over the contract period. The new supply
agreement expired on October 19, 2001. [See Part I, Item 3. Legal Proceedings]

On May  4,  2001,  the  Company  entered  into  an  exclusive  supply  agreement
("Agreement"), that is dated as of April 6, 2001, with Penford Products Company,
which will provide a series of products from their Cedar Rapids, Iowa production
facility. The Company amended this



                                       5
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Agreement in a Product  Specification  Addendum on May 4, 2001, that is dated as
of April 23, 2001.  The products  covered by the  Agreement and Addendum will be
purchased  by Natural  Solutions  Corporation  for  inclusion  in the  Company's
anti-icing, deicing, dust suppression, and soil stabilization product lines.



Expansion of the Business:
-------------------------

On July 29, 1997,  in an exchange of stock,  the Company  acquired Ice Ban, Inc.
("IBNY"),  the only licensee with  territorial  rights to Ice Ban(R) in the U.S.
(i.e.  upstate New York and Erie,  Pennsylvania)  which were not included in the
original  license to the Company.  The Company  issued one million three hundred
thousand  (1,300,000)  shares of its restricted  common stock to acquire 100% of
the common stock of IBNY.  At the time that the shares were  issued,  the shares
had a fair market value of $6,916,000  and, as of July 31, 2001,  represent 3.5%
of the issued and  outstanding  capital  stock of the Company on a fully diluted
basis.  As a result of this  acquisition  of IBNY,  the  Company's  license  now
extends to the entire  United  States.  In  acquiring  IBNY,  the  Company  also
acquired the national  distribution rights from IBUSA to the TEMBIND(R) product.
As part of the  transaction,  IBNY was  obligated  to assign the above rights to
IBUSA  with the  further  agreement  that IBUSA  would  assign the rights to the
Company or its designee, which it did, in consideration for one hundred thousand
(100,000)  shares of the Company's  common  stock.  The shares had a fair market
value of $531,900 on the date of the transfer, and represent 0.27% of the issued
and  outstanding  capital stock of the Company on a fully diluted basis. As part
of this transaction,  the above mentioned 100,000 shares of the Company's common
stock were issued to IBUSA in consideration for IBUSA's expansion of the license
of Ice Ban(R) products to upstate New York and Erie County, Pennsylvania.

On October 17, 1997, the Company formed Tembind America,  Inc. as a wholly owned
subsidiary to market the TEMBIND(R) product in the United States. On November 3,
1998, the Company changed the name of this subsidiary to Roadbind America,  Inc.
("Roadbind").  At that time, the Company also discontinued use of the TEMBIND(R)
brand name and began marketing its dust control and road  stabilization  product
under brand names more  related to its product  distinctions.  On July 17, 2001,
the Company discontinued its efforts to market this product, which was under the
trade name RB  Ultra(TM).  [See Part II,  Item 6.  Management's  Discussion  and
Analysis or Plan of Operation,  Results of  Operations,  Fiscal 2001 Compared to
Fiscal 2000,  Discontinued  Operations and Part II, Item 7, Financial Statements
of Operations and Note 12.]

On July 8, 1998, the Company,  Sears Petroleum & Transport,  Corp. ("Sears") and
Innovative  Municipal  Products,  Inc.  ("IMUS")  created  a  limited  liability
company, named Sears Environmental  Applications Company, L.L.C. ("SEACO"),  and
executed an Operating  Agreement for the  operation of SEACO.  Each of the three
parties own a one-third interest in SEACO. SEACO's Articles of Organization were
filed with the New York  Secretary of State.  The purpose of SEACO was to engage
in the sale and  distribution  of Ice  Ban(R),  TEMBIND(R),  and  other  related
products. [See Part I, Item 3. Legal Proceedings]



                                       6
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


On October 29, 1999, Dr. Robertson  acquired in his individual  capacity a 42.5%
equity interest in IBUSA, as well as 50% of the international  rights to IBUSA's
and Mr. Janke's existing patents,  patents pending and trademarks.  The Company,
of which Dr. Robertson is presently the Chairman,  is the exclusive  licensee of
certain IBUSA U.S.  patents  being  utilized  exclusively  by the Company in the
United  States.  Furthermore,  the  Company  is  an  U.S.  Licensee  of  certain
trademarks, including, the Ice Ban(R), Ice Ban MAGIC(R) and the Ice Ban(R) names
and logo. The Company secured the  aforementioned  rights by virtue of a license
agreement  dated  August 31, 1996,  as amended by an August 31, 1998  agreement,
between the  Company and IBUSA,  which  agreement  has an initial  term of seven
years and is  automatically  renewable  for  successive  one-year  terms  unless
canceled or otherwise terminated for cause.



Award for Innovation:
--------------------

On November 10, 1998, Ice Ban(R) and its  co-inventor,  Mr. Janke,  were awarded
the prestigious  Charles W. Pankow Innovative  Applications  Award for 1998 from
the Civil Engineering  Research Foundation of the Civil Engineers.  The award is
presented each year after consideration and evaluation of various  technological
innovations.  The Civil Engineers selected the Ice Ban(R) product and technology
as the  winner  of  the  Innovative  Applications  Award,  from  more  than  200
applications  submitted.  The Company believes that this award was a significant
international  honor and  confirmed the  Company's  policy of  independent-based
testing of its products and its belief in the capabilities of Ice Ban(R).



         (b)  Business of Issuer

Overview

Natural  Solutions  Corporation  is a  distributor  of patented  environmentally
friendly corrosion inhibiting products for de-icing and anti-icing under the Ice
Ban(R)  brand and,  until  July 17,  2001,  the  environmentally  friendly  road
stabilization  and  dust  control  products  currently  marketed  under  the  RB
ULTRA(TM)  brand.  On July 17,  2001,  the Company  discontinued  its efforts to
market  dust  control  and road  stabilization  products.  [See Part II, Item 6.
Management's   Discussion  and  Analysis  or  Plan  of  Operation,   Results  of
Operations,  Fiscal 2001 Compared to Fiscal 2000,  Discontinued  Operations  and
Part II, Item 7., Financial  Statements,  Consolidated  Statements of Operations
and Comprehensive Loss, and Note 11.]



Principal Products and Markets

The Company entered into an exclusive  licensing agreement with IBUSA to exploit
certain  patents,  patents pending and trademarks.  The patents cover the use of
agricultural  by-products as road de-icing and anti-icing products. The products
are marketed under the trademark Ice Ban(R).




                                       7
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


ICE BAN(R)

Ice Ban(R) is produced from the liquid residue of grain  processing and from the
processing  of other  agricultural  products.  These  products are the result of
natural  processes,  and are used in various  applications  for the de-icing and
anti-icing of roadways and other surfaces.

Chloride-based  products,  Ice Ban(R)'s primary competition,  impose significant
external  costs and  damage the  environment.  This has been  articulated  in an
important article on the subject:

        "The use of  (chloride)  salt for the use of de-icing  roads  results in
       costs  estimated at more than $800 [$1,049 in 2001  dollars] per ton (per
       year) including the costs of repair and maintenance of roads and bridges,
       vehicle  corrosion  costs,  the loss of aesthetic value through  roadside
       tree damage, etc. Additionally there are...health costs related to sodium
       levels in drinking water." Vitaliano,  Donald F., "Economic Assessment of
       the Social Costs of Highway  Salting and the Efficiency of Substituting a
       New De-Icing Material", Journal of Policy Analysis & Management,  January
       1992, Vol. 11, No. 3, pp. 397-418.

Dr.  Donald  F.  Vitaliono  is  a  professor  of  economics  at  the  Rensselaer
Polytechnic  Institute.  His study further  estimates that annual salt damage to
roadway  infrastructure and vehicles to be approximately  twenty billion dollars
($20,000,000,000)  annually.  THE COMPANY's Ice Ban(R) products seek to attain a
marketing advantage by being more effective and safer than chloride salts.

In January 1997, the Company engaged the American Association of Civil Engineers
Research  Foundation  ("Civil  Engineers") to conduct testing of Ice Ban(R). The
Civil  Engineers then instructed  Highway  Innovative  Technological  Evaluation
Center ("Highway Center") to evaluate the technical aspects and effectiveness of
Ice Ban(R). The reports that were produced indicate that in field and laboratory
tests the Ice  Ban(R)  product  can indeed be an  effective  aid to snow and ice
control operations by melting snow and ice faster and at lower temperatures than
traditional  ice control  agents,  with  little or no adverse  effects on roads,
infrastructure, or vehicles.

The Company  believes  Ice Ban(R) to be effective in melting snow and ice faster
and at lower  temperatures than sodium chloride.  The Civil Engineers have found
that Ice Ban(R) products are  biologically  and  environmentally  friendly,  are
minimally  corrosive,  and have no significant  known adverse  effects on roads,
other infrastructure,  or vehicles. Ice Ban(R) is water-soluble,  easy to handle
and apply, and can be used with various mixtures.

In April 2001,  the Company  introduced  further  refinements  of the Ice Ban(R)
products  under  the  trade  names,  Ice Ban  Summit(TM),  Ice  Ban  Performance
Plus(TM), and Ice Ban Ultra(TM). These new releases of the products are designed
to  satisfy  customer  needs for  improved  ease of use,  satisfaction  of newly
developed environmental standards, and improved melting performance.

The Company  believes that Ice Ban(R)  products  provide  economical and readily
available   replacement  and/or  improvement  for  chloride  de-icers.   Testing
indicates  that  the use of Ice  Ban(R)  products  result  in  both  substantial
short-term dollar savings from reduced direct de-icing  budgetary costs, and, in
long-term  savings in reduced damage to roadways,  infrastructure,



                                       8
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


vehicles and the environment.  [See:  Highway Innovative  Technology  Evaluation
Center  (HITEC  Report)  Technical  Evaluation  Report,  Summary  of  Evaluation
Findings  For The Testing Of Ice  Ban(R),  Chapter 4,  Summary and  Conclusions,
Index to Exhibits,  Item 10.24.] Ice Ban(R) products also have potential special
use  applications  such as on airport  runways,  where salt is not  suitable  or
approved. The use of Ice Ban(R) by such specialized users, the Company believes,
could save such users  substantial  amounts of money and enable  these  users to
de-ice  where  previously  the salt  corrosiveness  was  unacceptable  and other
alternative de-icers were toxic or cost-prohibitive.

The  Company  believes  that Ice  Ban(R) is both  technically  and  economically
effective  and  efficient.  Field  and  laboratory  applications  of Ice  Ban(R)
mixtures have demonstrated  superior  penetration on existing ice and snow-packs
than conventional chloride applications.  Applications of Ice Ban(R) at the rate
of  40-gallons/lane  mile removed snow-pack  directly at temperatures well below
the  effective  range of salt  application.  Ice Ban(R)  mixtures  penetrate the
snow-pack  vertically to the  underlying  road surface,  then spreads out on the
road and breaks the bond between the snow-pack and the road surface.  Ice Ban(R)
works on the road surface and not on the top of the snow-pack.  Unlike salts and
brines,  it is  resistant  to dilution  and remains  effective  for much greater
periods of time. Thus, using Ice Ban(R) requires fewer applications,  man-hours,
and truck miles.  Using Ice Ban(R) reduces truck fuel and maintenance costs, and
use of Ice Ban(R) results in fewer problems with spreader  vehicles and methods.
[See: HITEC Report]

Ice Ban(R) users have reported in the HITEC Report that Ice Ban(R) products have
a residual  re-activation  effect  after the  initial  application  and  melting
process.  The  re-activation  effect is that even long  after  application,  the
product  continues to act as an  anti-icing  agent and prevents new snow and ice
from adhering to the road surface.

Re-activation  results in further cost savings for Ice Ban(R) users  compared to
traditional  de-icing  methods.  For example,  if Ice Ban(R) is applied prior to
storms,  it prevents or otherwise  impedes snow and ice from bonding to the road
surface.  This property further lowers  maintenance costs by reducing the number
of  applications  that  are  needed;  and  in  turn  further  reduces  materials
requirements (whether salts or agricultural by-products). [See: HITEC Report]

In addition, Ice Ban(R)reduces  wintertime PM-10 (dust) levels by eliminating or
reducing  the need for sand or other grit.  Ice  Ban(R)is  especially  ideal for
treating  black ice and clear weather frost on road and bridge  surfaces.  [See:
HITEC Report]



RB ULTRA(TM) PRODUCTS

RB ULTRA(TM) is an environmentally friendly liquid product used for unpaved road
stabilization  and dust control.  The  distribution of RB ULTRA(TM) was hoped to
provide  the Company  with a summer  season  business  to balance the  Company's
winter season snow and icing control  business.  The Company  believed that this
gave the Company the potential  capability  to stabilize  earnings and provide a
revenue base over the entire fiscal year. The Company was thereby  attempting to
manage its  product  portfolio  to reduce any  seasonal  cycles,  which  subject
revenues



                                       9
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


and  potential  earnings to  variables  in weather and climate  conditions.  The
Company was unable to achieve the  anticipated  sales and  profitability  and on
July 17, 2001, the Company  discontinued  its efforts to market dust control and
road stabilization  products.  [See Part II, Item 6. Management's Discussion and
Analysis or Plan of Operation,  Results of  Operations,  Fiscal 2001 Compared to
Fiscal 2000, Discontinued Operations and Part II, Item 7., Financial Statements,
Consolidated Statements of Operations and Comprehensive Loss, and Note 11.]



Distribution Methods

The Company's  products,  both its ICE BAN(R) products and, until July 17, 2001,
its RB ULTRA(TM) products,  are sold by the Company in the United States.  Sales
are made primarily through exclusive  distributors and agents, and the Company's
sales force.

Ice  Ban(R)   distributors,   agents,   and  sales  force   service   government
transportation  departments  and other  potential  users.  The Company  provides
marketing material, contracts, references, referrals, demonstrations, logistical
backup, technical data and assistance,  trade show presence and other support as
may be needed from time to time. The Company provides  marketing and advertising
support both on a territorial and national basis, including, trade and municipal
publications,  trade shows, direct mail, news media,  infomercial,  and proposal
presentations.

The  Company  uses  rail to  transport  its  product  to  certain  holding  tank
facilities.  Ice Ban(R) is  primarily  stored in holding  tanks in certain  snow
states;  this is for the most part at the  Company's  expense.  The  independent
distributors also use holding tank facilities for their needs, at their expense.

The Company has determined that a limited number of holding tanks  strategically
located  throughout  the U.S.,  plus rail cars  transported  to large work sites
directly  from its  suppliers  will  satisfy its supply  needs.  The Company has
supply agreements with a number of producers of its raw materials. Through these
agreements,  the  Company  has  reduced  the future  need for its own  extensive
storage  facilities.  The  ultimate  plan  is to  drop  ship  85% to 90% of both
products to strategic  holding tanks throughout the country,  as well as holding
tanks owned or leased by its distributors, as well as to drop shipments directly
from the suppliers to large  customer  sites and storage  facilities.  This is a
variation of Just-in-Time Inventory procedures used in many large industries and
the Company  believes that this strategy will result in  cost-savings  and added
flexibility in its marketing and  logistical  efforts.  Strategic  holding tanks
along with rapid  supplier  response  and  strategic  rail car  locations,  will
potentially keep the Company's inventory holding costs to a minimum.

The  Company's  road  stabilization  products  were  primarily  sold directly to
customers, of which municipalities constituted the largest customer segment. The
Company  occasionally  sold through  authorized  Company  distributors and other
non-affiliated distributors. The majority of the Company's RB ULTRA(TM) products
were stored in the State of Florida. Where economical,  additional products were
purchased from a variety of suppliers.



                                       10
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Distribution and Transportation Agreements

On March 5, 1997, an agreement was executed between Sears and IBNY, which called
for Sears to  provide  storage  and  throughput  (moving  product  in and out of
storage)  services in Rome, NY. Such service included  receiving product by rail
or truck, in-tank storage of product, inventory control and reporting, provision
of truck  loading  facilities,  equipment  maintenance  and  provision of normal
supplies.  This  agreement  also called for  minimum  quantities  of  throughput
services to be provided by IBNY.  This contract is binding on any  successors of
such corporations.  These services were billed monthly with 30-day credit terms.
During the fiscal year ended 1998,  the Company paid $5,238,  under the terms of
this  contract.  This  agreement  expired on March 4, 2001.  [Part I See Item 3.
Legal Proceedings.]

On May 31,  1997,  IBNY  entered  into a contract  with  Sweeteners  Plus,  Inc.
(Sweeteners) relating to the unloading,  storage,  reloading and delivery of Ice
Ban(R)  products  at  Sweeteners'  Lakeville,  New  York and  Wayland,  New York
facilities. This contract is binding on any successors of such corporations. The
effective date of the contract with  Sweeteners Plus is from June 1, 1997 to May
31,  2002,  with an  automatic  renewal  from year to year after such  five-year
effective  date.  These  services are billed  monthly with 20-day  credit terms.
During the fiscal  years ended 2000 and 2001,  the  Company  paid  $119,237  and
$91,607,  respectively,  under the terms of this contract.  In fiscal year 2001,
the Company  discontinued use of this storage  facility.  The parties are in the
process of negotiating a settlement of the contract.

In July 1997,  pursuant to its  acquisition  of IBNY,  the Company  began making
payments to SRI, Inc. ("SRI") in connection with lignin storage in Jacksonville,
Fla.  The  agreement  called for a  three-year  term  whereby SRI would  provide
various  transport and loading  services and storage.  These services are billed
monthly with 30-day  credit terms.  The  agreement  expired in July 1999 and was
renewed for two one-year  periods through  September 19, 2001,  after which, the
contract  was not  renewed.  During the fiscal  years  ended 2000 and 2001,  the
Company  paid  $192,987  and  $163,230,  respectively,  under  the terms of this
contract.

On August 14,  1999,  a "Terminal &  Transloading  Agreement"  was entered  into
between  the Company  and  Na-Churs  Plant Food  Company  d/b/a  Na-Churs/Alpine
Solutions of Corydon, Indiana ("Na-Churs").  The agreement calls for Na-Churs to
receive,  store and  transload out RB ULTRA,  Ice Ban(R) and Magnesium  Chloride
Solution.  The materials  are delivered FOB to Na-Churs  facility in the Company
designated  trucks or tank cars and all the inventoried  materials will be owned
by the Company.  Na-Churs  will store the  materials  in storage  tanks having a
capacity of 110,000  gallons.  THE COMPANY  guarantees  a minimum of two hundred
thousand  (200,000)  gallons per calendar year to be placed through the Na-Churs
facility.  These services are billed monthly with 30-day credit terms. The terms
of this agreement provide for an evergreen  contract with an option to terminate
the agreement at any time upon 60 days notice.  This agreement was superseded by
a new agreement on November 1, 2000, as set forth below.

On November 1, 2000,  a "Terminal &  Transloading  Agreement"  was entered  into
between  the Company  and  Na-Churs  Plant Food  Company  d/b/a  Na-Churs/Alpine
Solutions ("Na-Churs").



                                       11
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


The agreement calls for Na-Churs' facilities in Corydon,  Indiana, Marion, Ohio,
and Red Oak,  Iowa to receive,  store and  transload  out liquid  products.  The
materials are delivered FOB to Na-Churs facility in Company designated trucks or
tank  cars and all the  inventoried  materials  will be  owned  by the  Company.
Na-Churs  will store the materials in storage tanks having a capacity of 266,000
gallons.  THE COMPANY  guarantees  a minimum of six hundred  thousand  (600,000)
gallons per calendar year to be placed  through the Na-Churs  facilities.  These
services are billed monthly with 30-day credit terms. This agreement  terminated
on October 15, 2001. Renewal negotiations are underway.

On October 14,  1999,  a "Terminal &  Transloading  Agreement"  was entered into
between the Company. and Steuben County Co-op, Angola, Indiana ("Steuben").  The
agreement  calls for Steuben to receive,  store and  transload out RB Ultra(TM),
Ice Ban(R) and Magnesium Chloride  Solution.  The materials will be delivered to
Steuben  facility  in the  Company  designated  trucks  or tank cars and all the
inventoried  materials  will be owned by the  Company.  Steuben  will  store the
materials  in storage  tanks having a capacity of 110,000  gallons.  The Company
guarantees a minimum of two hundred thousand (200,000) gallons per calendar year
to be placed  through the Steuben  facility.  These  services are billed monthly
with 30-day credit terms.  The terms of this agreement  provide for an evergreen
contract  with an option to  terminate  the  agreement  at any time upon 60 days
notice.

The Company  also from time to time  contracts  with various  other  railway and
storage companies for the transport and storage of the Company's  product.  Such
companies include, among others, CSX Corporation and TransMatrix. These services
are billed monthly with 30-day credit terms.



Competition

The de-icing market is highly competitive. Although the Company is not, to date,
a major volume supplier of product within the de-icing  industry,  the Company's
market share is growing  within certain  geographic and product  segments of the
market.  The Company believes that because of Ice Ban(R)'s unique  environmental
advantage  over salts,  the product has the  potential  to become a major factor
within the industry.  The Company uses price,  quality, and product performance,
as well as related technical  support services,  to gain a competitive edge over
its  competitors'  product  offerings.  The  Company  further  seeks to  achieve
competitive  advantages  by  using  advertising,  promotional,  logistical,  and
branding  strategies.  The Company  believes  that this will result in increased
product  identification  and that  this will  translate  into  increased  market
penetration.  There can be, however, no assurances that the Company will be able
to successfully  compete against other companies,  many of whom has much greater
resources than the Company.

The principal products in competition with Ice Ban(R) are salt or chloride based
de-icing and anti-icing products. The Company's Ice Ban(R) product competes with
and will be competing primarily against de-icing salt producers. These producers
are  primarily  large   multinational   corporations  with  financial  resources
substantially  greater than those of the  Company.  These major  companies  have
large inventories and storage  facilities and have  distribution  infrastructure



                                       12
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


already in place. Those government agencies,  currently using salt, already have
equipment for salt application. Some of this equipment will require modification
or  replacement  in order to use Ice Ban(R).  Most salt  products are  currently
comparable or less expensive in price than Ice Ban(R). The Company believes that
this is in part  due to the  fact  that  the  effects  of  corrosion  and  other
environmental harms that salt produces are not accurately reflected,  if at all,
in the price of salt;  these  harms are thus  externalities.  However,  the Salt
Institute has reported that the chloride salt roadway  de-icing  market to be 15
to 20 million  tons per annum.  Total  chlorides  sold for deicing  results in a
market that approaches one billion dollars ($1,000,000,000)  annually. Thus, the
Company  is  presented  with a large  market  potential  for its  differentiated
environmentally  friendly  products  and is seeking  to carve out a  significant
piece of this market, which is dominated by salts.

Salt de-icing products cause certain  environmental  impacts including corrosion
that the Company  believes  could be (1) reduced by use of Ice Ban(R) if used in
mixtures  with  salt,  or (2)  effectively  eliminated  if Ice  Ban(R)  is  used
exclusively.  The deicing  industry  currently uses liquid  magnesium or calcium
brine (8 to 12  gallons  per ton of salt) to reduce  bounce-off  and loss due to
traffic,  to  extend  its  effective  application  temperature  and to  increase
ice-melting  action.  Calcium chloride is a salt created by the combination of a
strong acid and a strong  base.  Ice Ban(R) is not made from toxic or  hazardous
chemicals  and mixes  with salt,  cinder,  sand,  ash,  river  gravel,  or other
regionally  available  products or  aggregates  now being used for winter season
road maintenance.

While salt  currently  is Ice  Ban(R)'s  main  competition  in the  de-icing and
anti-icing  of roads,  Ice Ban(R) can also be used in  combination  with salt as
well. Because of Ice Ban(R)'s intrinsic properties, it can be combined with salt
to form a mixture.  Thus,  while Ice Ban(R)  competes  with salt  products,  Ice
Ban(R)  maybe sold to salt  de-icing  companies  for use in their salt  de-icing
products. This gives Ice Ban(R) a unique advantage in having the ability to sell
its  product  to  its  principal   competition  without  incurring   significant
disadvantages.

There is the potential for competition from the "Toth" patent.  In June of 1994,
Mr.  Janke  entered  into an  Assignment  Agreement  and an Agreement of Sale to
acquire all rights to the VINASZ patent from three  Hungarians  who  purportedly
were the  original  inventors  of the  patent.  As  described  below,  there are
competing  claims  to this  patent  and the  matter is in  litigation.  The Toth
patent,  otherwise  known  as  the  VINASZ  patent  or  `918  (U.S.  Patent  No.
4,676,918),  is a patent which covers a mixture of water and a waste concentrate
of a molasses-based alcohol manufacturing procedure, which concentrated molasses
mixture is sold under the name "VINASZ".  The Ice Ban(R) product and the testing
and  reliability  of the Ice Ban(R) product is not based upon the VINASZ patent.
THE COMPANY has never  marketed  any Ice Ban(R)  products  covered by the VINASZ
patent.  Currently,  Sears,  IMUS,  and other  entities are claiming  that waste
"stillbottom"  products are covered by the VINASZ  patent and  therefore  can be
sold by them in competition  with Ice Ban(R)  products  without  denigrating the
Company's patents. The Company disputes this claim, and believes that it has the
U.S. rights to the VINASZ patent. [See Part I Item 3. Legal Proceedings.]



                                       13
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Inflation  may impact the product  costs of the Company,  and the ability of the
Company to pass on product cost increases in the form of increased  sales prices
is dependant upon market conditions.  The general level of inflation in the U.S.
economy has been at relatively low levels,  and the Company has experienced,  to
date,  virtually no significant  cost increases.  If there is an increase in the
rate of inflation,  the Company will reexamine its pricing  structure.  This may
have an impact on competitive conditions.

Seasonality and weather conditions may affect competitive conditions.  While the
Company has made efforts to extend its business year-round,  the business of the
Company remains largely seasonal.  Due principally to the seasonal nature of the
Company's  de-icing  and  anti-icing  products,  which  depend upon snow and ice
conditions,  demand is stronger during the winter months. The Company's shipment
volume is  typically  higher in the second and third  quarters.  The Company has
made, and is making,  arrangements with its de-icing and anti-icing suppliers to
schedule  shipments  closer to demand periods rather than store large amounts of
this  product in its  inventory  facilities.  This will  proportionately  reduce
inventory and conserve cash. Periods with less ice and snow, such as the El Nino
season of 1997-98, negatively impact upon revenues.



Sources and availability of raw materials and the names of principal suppliers

The  Company's  major source of raw product  comes from the  processing of corn,
which results in corn by-products (or sometimes termed co-products). The Company
does not anticipate any shortage of reasonably priced raw materials necessary to
produce Ice Ban(R) since it is a by-product of the processing of corn. In fiscal
year ended 2000 and 2001,  the Company  purchased raw materials  from  Minnesota
Processors totaling $281,769 and $658,454, respectively. These purchases totaled
18.83% and 29.00% of total Costs  Applicable  to Sales and  Revenues in 2000 and
2001,  respectively.  While Minnesota  Processors had been the Company's primary
supplier of Ice Ban(R)  source  material,  the Company no longer uses  Minnesota
Processors as a supplier of material.

The Company has  recently  signed an  exclusive  supply  agreement  with Penford
Products Company to provide raw materials for its Ice Ban(R) products. Under the
terms of the  agreement,  the Company will purchase  certain raw materials  from
Penford Products Company beginning in fiscal year 2002.

The  profitability of the Company's  operations is dependent,  in part, upon the
prices that it pays for raw  materials.  Accordingly,  to the extent  there is a
shortage  of any  related  commodity  as a result of  weather,  disease or other
factors,  such events would tend to increase the operating  costs of the Company
and may have a negative impact on its operations.



Dependence on one or a few major customers

Since  February  1999,  the Company has revised its sales system in an effort to
reduce its dependence on specific customers,  establish its own sales force, and
reduce the size of new and existing  distributor  territories.  However,  during
fiscal year 2001, the Company  continued to



                                       14
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


have  two  major   customers   purchasing   26.4%  and  15.3%  of  total  sales,
respectively.  As revisions to the sales system  continue,  the Company  expects
that  additional  distributors  will be  added  and  increased  direct  sales to
federal,  state and  municipal  governments  will further  reduce the  Company's
dependence on any specific customer.

Patents, Trademarks and Licenses

Overview

Intellectual  property  rights  owned  or  controlled  by  the  Company  through
licenses,  along with its marketing and distribution  networks,  are an integral
part of Company's  ability to compete  successfully in its chosen markets.  They
constitute  an essential  component of the Company's  competitive  and strategic
advantage.

The Company is the exclusive U.S.  licensee of certain U.S.  patents,  including
U.S. Patent Nos.  5,635,101  (STEEPWATER),  5,709,812  (WHEY),  5,709,813 (VCS),
5,932,135  (CIP/VCS),  5,919,394  (CIP/WHEY),  5,922,240  (BCS),  and  5,965,058
(CIP/STEEPWATER).  In addition, the Company is the exclusive licensee of certain
pending  U.S.  patent  applications.  The  Company  is  a  licensee  of  certain
trademarks, including, Ice Ban(R) (2,215,700), Ice Ban MAGIC(R) (2,270,214), and
the Ice Ban(R) logo (2,230,199).  The Company secured the aforementioned  rights
by virtue of a license  agreement dated August 31, 1996, as amended by an August
31,  1998  agreement,  between the Company  and IBUSA,  which  agreement  has an
initial  term of seven  years  and is  automatically  renewable  for  successive
one-year terms unless canceled or otherwise terminated for cause.



Patent Information

The  abstract of each patent is provided  below as a summary of the  contents of
each patent's coverage.

(1)      Patent Number 5,635,101   (Wet Milling Processing; By-Products of Corn)

Date of Patent: June 3, 1997.  Disclosed is a new and improved,  environmentally
acceptable and negligibly corrosive de-icing composition  comprising by-products
from a wet milling process of corn,  which  by-products are  biodegradable.  The
invention  also  relates to the use of a de-icing  composition  in a manner that
helps to reduce the buildup of snow and ice on roads,  bridges and other outdoor
surfaces.

(2)      Patent Number 5,709,812   (Whey; By-Products of Cheese Making)

Date  of  Patent:   January  20,  1998.   Disclosed  is  a  new  and   improved,
environmentally   acceptable  and  negligibly   corrosive  de-icing  composition
comprising  by-products  from the  production of cheese from various  milks.  In
particular,  the  by-products  are the liquids that remain after the  coagulated
cheese has been removed from the milks, said liquids being commonly known in the
cheese making  industry as "whey".  The  invention  also relates to the use of a
de-icing  composition  in a manner  that helps to reduce the buildup of snow and
ice on roads, bridges and other outdoor surfaces.



                                       15
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(3)      Patent Number 5,709,813    (Vintners' Condensed Solubles; wine, fruits,
                                     and grains)

Date  of  Patent:   January  20,  1998.   Disclosed  is  a  new  and   improved,
environmentally   acceptable  and  negligibly   corrosive  de-icing  composition
comprising  by-products from the fermentation and production of wine from grapes
and other fruit, as well as from grains. In particular,  the by-products are the
solubles  that settle  during the  fermentation  process,  said  solubles  being
commonly known in the wine making  industry as "Vintners'  Condensed  Solubles",
and less  technically  known as "wine  bottoms" and "lees".  The invention  also
relates to the use of a de-icing  composition  in a manner  that helps to reduce
the buildup of snow and ice on roads, bridges and other outdoor surfaces.

(4)      Patent Number 5,919,394    (Whey; By-Products of Cheese Making)

Date of Patent: July 6, 1999. This patent is subject to a terminal  disclaimer1.
Disclosed  is a new and  improved,  environmentally  acceptable  and  negligibly
corrosive  de-icing  composition  comprising  by-products from the production of
cheese from various milks. The present invention is directed to the liquids that
remain after the coagulated cheese has been removed from the milks, said liquids
being commonly known in the cheese making industry as "whey". The invention also
relates to the de-icing composition in a manner that helps to reduce the buildup
of snow and ice on roads, bridges and other outdoor surfaces. The invention also
relates to a corrosion inhibiting composition comprised of whey.

(5)      Patent Number 5,922,240    (Brewers' Condensed Solubles)

Date of Patent: July 13, 1999. Disclosed is a new and improved,  environmentally
acceptable and negligibly  corrosive de-icing  composition  comprising  brewers'
condensed solubles produced,  for example, as by-products from a commercial beer
brewing process, which by-products are biodegradable. The invention also relates
to the use of a de-icing  composition  to reduce the  buildup of snow and ice on
roads, bridges and other outdoor surfaces.

(6)      Patent Number 5,932,135    (Vintners' Condensed Solubles; wine, fruits,
                                     and grains)

Date  of  Patent:  August  3,  1999.  This  patent  is  subject  to  a  terminal
disclaimer1.  Disclosed is a new and improved,  environmentally  acceptable  and
negligibly  corrosive  de-icing  composition  comprising  by-products  from  the
fermentation and production of wine from grapes and other fruit, as well as from
grains.  In particular,  the by-products are the solubles that settle during the
fermentation  process,  said solubles  being  commonly  known in the wine making
industry as "Vintners' Condensed Solubles",  and less technically known as "wine
bottoms"  and  "lees".  The  invention  also  relates to a  corrosion-inhibiting
composition, which comprises vintner's condensed solubles.

(7)      Patent Number 5,965,058    (Steepwater Solubles; Steeping a Grain)

Date of  Patent:  October  12,  1999.  This  patent  is  subject  to a  terminal
disclaimer1.  Disclosed is a new and improved,  environmentally  acceptable  and
negligibly  corrosive  de-icing  composition  comprising  by-products  from  the
steeping of grains,  which  by-products  are  biodegradable.  The invention also
relates to the use of a de-icing  composition  in a manner  that helps to reduce
the



                                       16
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


buildup  of snow and ice on roads,  bridges  and  other  outdoor  surfaces.  The
invention also relates to a method for inhibiting corrosion.

1 A "terminal  disclaimer"  applies when two patents share a common application.
The  patent  period  runs  from the date of the  first  patent  granted,  so the
applicant  must  disclaim  rights to the second  patent for the period after the
first patent has expired.  In each case,  the Company has license rights to both
the first and second patents.



Trademarks

The Company is a U.S. licensee of certain federally  registered and unregistered
trademarks, including, "Ice Ban", "Ice Ban MAGIC", and the "Ice Ban" logo, which
resembles a caution sign. The Company has a  non-exclusive  right and license to
use such trademarks.  These trademarks were obtained by virtue of the "Amendment
to Exclusive License Area Agreement" dated August 31, 1998,  between the Company
and IBUSA.

The  Company  through  its  Roadbind  subsidiary  filed on  February  2, 1999 to
register the  trademark RB  ULTRA(TM).  The  application  has been  approved for
publication.  No final  determination as to the  registrability  of the mark has
been  made  as of the  date of  this  filing.  The  Company,  through  licensing
arrangements  with  IBUSA,  has a  license  to use  the  registered  trade  name
"TEMBIND(R)."  On July 17, 2001, the Company  discontinued its efforts to market
this product. [See Part II, Item 6. Management's Discussion and Analysis or Plan
of  Operation,  Results of  Operations,  Fiscal 2001  Compared  to Fiscal  2000,
Discontinued Operations and Part II, Item 7., Financial Statements, Consolidated
Statements of Operations and Comprehensive Loss, and Note 11.]



Licenses of Dust Control and Road Stabilization Products

The Company has been a distributor  for the TEMBIND(R)  product  manufactured by
Tembec,  Inc. This was  accomplished  by the acquisition of IBNY by the Company.
TEMBIND(R) is a biodegradable, non-corrosive dust control and road stabilization
product, specified for use by the United States government in national parks and
military  installations.  TEMBIND(R)  is also  distributed  across  the U.S.  to
highway superintendents and departments of transportation.  The Company marketed
its road binding and stabilization products under the trademark RB ULTRA(TM). On
July 17, 2001, the Company discontinued its efforts to market this product. [See
Part II, Item 6.  Management's  Discussion  and  Analysis or Plan of  Operation,
Results  of  Operations,  Fiscal  2001  Compared  to Fiscal  2000,  Discontinued
Operations and Part II, Item 7., Financial Statements,  Consolidated  Statements
of Operations and Comprehensive Loss, and Note 11.]



Licenses of Ice Ban(R) Related Patents and Trademarks

On August 31, 1996,  IBUSA granted the Company the use of Ice Ban(R) patents and
trademarks in an exclusive  license  agreement for the United States,  excluding
only  counties  in the  State of



                                       17
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


New  York  north  of  the  42nd  parallel  and  also   excluding   Erie  County,
Pennsylvania.  IBUSA is a Florida  corporation  of which a trust  created by Mr.
Janke is a major  shareholder,  as is Dr.  Robertson.  Mr.  Janke  was then Vice
President and Director of the Company.  The license  agreement term is for seven
years with  one-year  automatic  renewals  thereafter.  [See Part III,  Item 13.
Exhibits,  List and  Reports on Form 8-K] All rights to the  excluded  territory
were acquired by the Company on July 29, 1997, as a result of the acquisition of
IBNY by the Company in 1997 and an amendment to exclusive license area agreement
executed on August 31, 1998, between the Company and IBUSA.

The August 31, 1996  contract  was  amended on August 31,  1998.  The  amendment
extended  the  Company's  license to cover the entire U.S.  The  amendment  also
granted certain rights to trademarks. These trademark rights were identified and
listed as: (1) "Ice Ban(R)", (2) "Ice Ban MAGIC" and (3) the Ice Ban logo. These
trademarks  are "for  anti-icing  and de-icing  composition  for use on exterior
surfaces."



Government Approval of Principal Products or Services

Sales  of Ice  Ban(R)  products  have,  to  date,  been  slow in part due to the
numerous   testing   requirements   by   municipalities   and   departments   of
transportation.  The Company expects the testing to continue;  however,  many of
the departments of transportation and environmental agencies throughout the Snow
Belt have already approved the use of Ice Ban(R) products.



Governmental Regulations

The Company is subject to various laws and governmental  regulations  applicable
to  businesses  generally.  The  Company's  products are also subject to certain
standards,  laws,  and  regulations.  Presently,  a number of states west of the
Mississippi river have developed  environmental  standards,  which are generally
referred  to as the  Pacific  Northwest  States  ("PNS")  standards.  Also,  the
American  Association of State and Highway  Transportation  Officials ("AASHTO")
have developed a similar set of standards. These standards have been implemented
in many states across the United States. In addition, certain jurisdictions have
implemented   environmental   standards,   which   modify  the  PNS  and  AASHTO
requirements.  In response to these issues, during fiscal year 2001, the Company
refined  certain of its  products  to meet  these  standards.  Accordingly,  the
Company believes it is currently in compliance with such laws and that such laws
do not have a material  impact on its  operations.  However,  future  changes in
these  standards or the  development  of other  standards  could have a material
impact on its operations.



Research and Development Activities

The  Company  has  spent a  majority  of its time  involved  in  developing  its
marketing and  distribution  structure.  The Company has engaged certain testing
facilities and  organizations,  described  elsewhere  herein, to conduct product
performance  and  environmental   impact  tests.



                                       18
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


The  Company's  research  and  development  costs are not borne  directly by its
customers. Mr. Janke performed ongoing research and development for the Company.
In addition,  the Company maintains practice of continuous  product  development
and  innovation  in response to customer  needs.  The Company  does not plan any
substantial  product research and development  ("R&D") through fiscal year ended
2002. However,  joint venture agreements with certain outside entities are being
considered  for  conducting  such R&D. The Company  spent $59,751 and $34,959 on
outside laboratory work in fiscal years 2001 and 2000,  respectively.  If deemed
in the best  interests  of the  Company  then it may in the  future  cause  such
further R&D to occur. The Company has employed a product engineer,  who performs
certain research and development for the Company.



Environmental Laws

The  Company's  products are based upon natural  ingredients  from  agricultural
processing.   The  Company's   strategic   focus  has  always  been  to  promote
environmentally  friendly  products.  The Company  believes  that its Ice Ban(R)
products are safe for the environment.  However,  a number of states west of the
Mississippi river have developed  environmental  standards,  which are generally
referred  to as the  Pacific  Northwest  States  ("PNS")  standards.  Also,  the
American  Association of State and Highway  Transportation  Officials ("AASHTO")
have developed a similar set of standards. These standards have been implemented
in  many  states.   In  addition,   certain   jurisdictions   have   implemented
environmental  standards,  which  modify  the PNS and  AASHTO  requirements.  In
response to these issues,  during fiscal year 2001, the Company  refined certain
of its products to meet these standards. Accordingly, the Company believes it is
currently  in  compliance  with such  laws.  However,  future  changes  in these
standards or the  development of other standards could have a material impact on
its  operations.  The Company  also  believes  that the costs and effects of any
environmental  laws would actually harm it's competition to a larger extent than
it would harm the Company.

The Company is subject to  environmental  laws concerning  safe water,  air, and
other more stringent  environmental  protection laws on the federal,  state, and
local level. In fiscal year 2001, the Company refined certain of its products to
meet these  standards.  The Company  does not foresee any  problems,  nor has it
measured any material cost or effect, in managing compliance with such to date.



Employees

As of July 31, 2001, the Company employed ten (10) employees, three (3) of which
are  salespersons.   The  full  time  employees  receive  annual  salaries.  The
salespersons  are  compensated  by a base  salary  and  commission.  None of the
employees is covered by a collective bargaining  agreement.  The Company has not
had a labor disturbance involving any of the Company's employees and the Company
believes that its relations with its employees is good.



                                       19
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Item 2.  Description of Property.

The Company does not  currently  own any real  property and leases its corporate
headquarters  and sales  office at 100 Volvo  Parkway,  Suite  200,  Chesapeake,
Virginia 23320. The Company leases this office pursuant to a lease dated January
10, 2000 and amended on March 14, 2000 from Suntrust Bank. The Company currently
rents  approximately  3,969 square feet at a base  monthly  rent of $4,631.  The
current lease term  commenced on January 10, 2000 and will  terminate on May 31,
2005.

The Company  previously leased 2,043 of office space at its former  headquarters
at 1201 US Highway 1, suite 205,  North Palm Beach,  Florida  33408 at a monthly
rent, including common area maintenance of $2,950. This lease originally was due
to expire on March 31,  2002. A  replacement  tenant was located and the Company
was released from this lease in September 2000.



Item 3.  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. This
action also claims  breach of fiduciary  duty,  and breach of a  confidentiality
agreement by Howard Sears.  Service has been obtained on most of the Defendants,
and motions to dismiss,  motions for lack of personal jurisdiction,  and motions
to transfer to New York are scheduled.  Some limited  discovery on  jurisdiction
has been undertaken in this case.

2.     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(R)  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 1. above.  The case is not set for trial,  which will not
occur until July 2002 at the earliest.

3.     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



                                       20
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


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
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 defendants dismissed the counterclaims.  On July 24, 2001, the
Company  dismissed all claims against the  defendants,  without  prejudice.  The
Defendants have filed a motion seeking  recovery of their attorneys' fees, which
the Company is contesting.

4.     Minnesota Corn Processors (MCP) v. Natural  Solutions  Corporation,  Case
No.  C7-01-541  in the  District  Court  for  the  Fifth  Judicial  District  of
Minnesota. This case was filed by MCP seeking $143,555.43 in damages for product
allegedly  delivered to the Company.  The Company  disputes this claim,  and has
filed a counterclaim, seeking damages for MCP's breach of a Supply Agreement and
Sublicense Agreement.



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

There were no matters submitted to a vote of the security holders of the Company
in the fourth quarter of the fiscal year ending July 31, 2001.



                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         (a)  Market Information.

On November 19, 1999, the Company's  stock symbol changed from "ICEB" to "ICEBE"
pursuant to RULE 6530 adopted by NASDAQ which requires all companies which trade
on the OTCBB to file an SEC disclosure  document (Form 10-SB) and become a fully
reporting public company in accord with the Securities  Exchange Act of 1934. On
December 14, 1999, the Company's  stock symbol was  officially  removed from the
OTCBB and became  listed on the  Over-the-Counter  Pink  Sheets  (OTC PS) and is
trading  under the symbol  "ICEB".  The SEC  informed the Company on October 11,
2000 that the Company's Form 10-SB had been declared  effective.  On January 16,
2001, the NASD cleared the stock to return to the OTCBB.

As of July 31, 2001, there were 24,734,873  shares issued and  outstanding,  and
36,952,902  shares on a fully diluted basis. A summary of the historical  quotes
for  the   Company's   common   stock  is   presented   in  table  form   below.
Over-the-Counter  and Pink Sheet market quotations are provided.  The quotations
reflect inter-dealer prices, without retail mark-up,  markdown or commission and
may not represent actual  transactions.  The prices (high/low) are rounded up or
down to the nearest  one-hundredth.  The time periods are the  Company's  fiscal
year which



                                       21
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


begins on August 1 and ends the following July 31; the comparative calendar year
time period is displayed in  parenthesis  under the time period  heading for the
normal calendar year.

  ---------------------------------------------------------------------------
                               Historical Quotes*
  ---------------------------------------------------------------------------
         Fiscal Year          Calendar Year       High           Low
         -----------         --------------- -    -----    -     ----
      1st Quarter, 2000        (Aug to Oct)      $2.69          $0.44
      2nd Quarter, 2000        (Nov to Jan)      $1.31          $0.63
      3rd Quarter, 2000        (Feb to Apr)      $1.13          $0.45
      4th Quarter, 2000        (May to Jul)      $1.19          $0.25

      1st Quarter, 2001        (Aug to Oct)      $0.55          $0.30
      2nd Quarter, 2001        (Nov to Jan)      $0.48          $0.11
      3rd Quarter, 2001        (Feb to Apr)      $1.28          $0.48
      4th Quarter, 2001        (May to Jul)      $0.70          $0.40
   ---------------------------------------------------------------------------

















*  Data  used  in the  construction  of  this  chart  was  obtained  from  Yahoo
Finance.Com


         (b)  Holders.

As of July 31, 2001, there were approximately 2,400 holders of common stock.



         (c)  Dividends.

To date the  Company  has not  declared  any  dividends  and does not  intend to
declare any in the  foreseeable  future.  The Company is,  however,  through its
Directors,  authorized  by  "ARTICLE  VI.  DIVIDENDS"  of its by-laws to declare
dividends from time to time.



                                       22
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


         (d)  Recent Sales of Unregistered Securities.

On July 25, 2001, M.G. Robertson purchased 5,208,333 shares of Common Stock from
the Company for $500,000 in a private  transaction.  The Company relied upon the
exemption from registration provided by ss.4(2) of the Securities Act of 1933.

On September  12, 2001,  the Company  agreed to the sale of 2,000,000  shares of
common stock to an  accredited  investor for $500,000.  On October 5, 2001,  the
Company  received  $300,000 of the $500,000 in  accordance  with the  investment
agreement.  The Company relied upon the exemption from registration  provided by
ss.4(2) of the Securities Act of 1933.







Item 6.  Management's Discussion and Analysis or Plan of Operation.

Overview

The Company was formed on August 14, 1996,  as a Nevada  Corporation,  to market
several  agricultural   co-products  for  use  as  anti-icing,   de-icing,  road
stabilization and dust control agents.

On August 31, 1996, the Company,  entered into an exclusive  licensing agreement
with  IBUSA,  to exploit  certain  patents and  patents  pending and  trademarks
assigned to IBUSA. The patents cover the use of agricultural co-products as road
de-icing and  anti-icing  products.  The product is marketed  under the name Ice
Ban(R).

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.  Both products are  principally  comprised of
lignosulphonates, or tree glue, a co-product of the papermaking process.

Since its inception, the Company has an accumulated deficit of $16.9 million. In
consideration of the ongoing losses, the Company's independent  accountants have
expressed an opinion  indicating there is substantial  doubt about the Company's
ability to continue as a going  concern.  While there can be no assurances  that
its plans will be successful,  the Company's management has developed plans, and
is continuing to develop plans,  to overcome these financial  difficulties.  The
elements of those plans include, but are not limited to the following:

       a)     The Company believes it has secured sufficient capital to maintain
              its  current  operations  through  the sale of  $500,000 of common
              stock on July 25, 2001 and  $500,000 of common  stock on September
              12, 2001. To date,  $800,000 of this new capital



                                       23
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


              has been  received  by the  Company.  The  remaining  $200,000  is
              expected to be received by January 10, 2002.

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

       c)     The Company has  developed a series of upgraded Ice Ban  products,
              which better meet the  performance  and  environmental  standards,
              which have 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.

       d)     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.

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

       f)     The Company has discontinued its  Roadbind(TM)operations  reducing
              the funding requirements for that start-up operation.

Plan of Operation

The  Company's   mission  is  to  distribute   its   environmentally   friendly,
anti-corrosive products for anti-icing,  and de-icing,  which replace or improve
current  technologies  that are  environmentally  damaging and  corrosive to the
infrastructure of elevated  highways and bridges.  The Company seeks to continue
its  research,  testing and  development  programs  to  identify  new and unique
products and technologies for the commercialization of environmentally  friendly
products, produced from renewable, recyclable, low cost materials.

The Company has developed a strategic  plan to leverage its position in the snow
and ice  control  business.  The plan calls for the Company to seek out and join
forces with  entrepreneurial  businesses  and others that  provide  products and
services beneficial to the Company's existing customer base.  Management expects
that these new products will provide  off-season sales and cash flow, making the
Company less susceptible to seasonal sales fluctuations.

In  Management's  Discussion  and  Analysis,  we analyze  and explain the annual
changes in the specific line items in the Consolidated Statements of Operations.
This  analysis  may be  important  to an  investor  making  decisions  about the
Company.



Sales and Marketing Plan

The  Company's  plan of  operations  for the next  twelve  months is to  further
strengthen and develop its sales and marketing efforts with its expanded deicing
product  portfolio.  The Company has added to its existing  distributor  network
during the fiscal year ended July 31, 2001. The Company is evaluating  marketing
and logistical  structure with the intention of marketing  through  distribution
centers dedicated to smaller sales  territories.  There can be no assurance that



                                       24
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


the planned  increase in direct sales force or  distributors  can be achieved or
that such increases will result in sales growth.

In fiscal year 2002,  the Company will begin 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.

The Company  plans to continue  its emphasis on  expanding  sales and  marketing
activities,  executing  sales  through its  distribution  structure  to increase
revenues and cash flow. While expanding sales activities, it continues to pursue
tighter   control  over  product  costs  and  increased   product   quality  and
consistency.  The  Company  believes  that the major  elements  are in place for
significant sales growth.  However, there can be no assurance that the Company's
efforts will be successful.  The Company plans to market its products nationally
through trade  publications,  trade shows,  direct mail, the Internet,  and news
media outlets.



Ice Ban(R) Opportunities for Growth

The Company has been  engaged in unique  market  opportunities  and is currently
focused on new products and applications  technologies.  It has expanded its Ice
Ban(R)  product  offerings  from a few fixed blends of Ice Ban(R) and  magnesium
chloride to a wide  variety of product  offerings  including  inhibited  calcium
chloride,  sodium brine,  treated salt. In addition,  the Company now offers Ice
Ban(R) concentrate to inhibit products sold by established suppliers of snow and
ice control products throughout its territories.

The Company has entered  into a  distribution  agreement  with an  organization,
which has  established  a market for Ice Ban(R)  sold  under  private  labels to
consumers.

The  Company is  negotiating  an  agreement  with IB USA to expand its  licensed
territory to include a  non-exclusive  right to market its products in Canada as
well as its current  exclusive license for the United States.  However,  a final
agreement has not been reached. There can be no assurance that an agreement will
be reached or that such an agreement will result in sales growth.

The Company is seeking to develop  agreements in Asia and European countries for
testing and product sales for Ice Ban(R) products.  If it is to be able to enter
into such agreements, the Company must acquire international license rights from
Dr. Robertson and the estate of Mr. Janke.



RESULTS OF OPERATIONS

Fiscal 2001 Compared to Fiscal 2000



                                       25
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Net Sales  from  continuing  operations  is made up of Ice  Ban(R)  product  and
equipment  sales.  For the  fiscal  year  ended  July 31,  2001,  net sales from
continuing  operations  were  $1,896,236  compared to $1,322,199 for fiscal year
2000;  an increase of 43%.  The Company  believes  that the increase in sales is
largely due to increased  snowfall,  improved  marketing  strategy and effective
execution  of  operating  plans.  Current  management  believes  that  continued
implementation  of  the  sales  and  marketing  plans  outlined  above  and  the
introduction  of enhanced  Ice Ban  products  will result in higher net sales in
fiscal  years 2002 and beyond.  The Company  experienced  a 66%  increase in the
sales to customers and distributors in the states west of the Mississippi River.
Sales gains east of the Mississippi were limited to 5%. The  differentiation  in
sales growth is a reflection of the increased  snowfall in the west,  less price
competition, and wider acceptance of liquid deicers in that region. Although the
eastern  states also had increased  snowfall,  the Company  experienced  greater
price  competition  throughout  the  region  as  well as  certain  environmental
resistance to organic deicers, which had a negative impact on sales. The Company
responded  to the  price  competition  and  resistance  to  organic  deicers  by
developing  further  refinements of its Ice Ban(R) product line,  adding several
new customers and distributors to its sales and distribution network.

Cost of  Products  Sold.  The  Company's  cost of product  sold from  continuing
operations in fiscal year ended July 31, 2001 was $1,587,541 (84% of net sales),
while  the cost of  product  sold for 2000 was  $1,102,097  (83% of net  sales).
Although the cost of products sold remained relatively unchanged as a percentage
of net sales from continuing operations,  the Company experienced an increase in
the gross margin on sales to customers  and  distributors  in the states west of
the  Mississippi  River.  These margin gains were  partially  offset by narrower
margins east of the  Mississippi.  The shift in profitability is a reflection of
the  increased  snowfall in the west where there is less price  competition  and
wider  acceptance  of liquid  deicers.  Although  the  eastern  states  also had
increased snowfall, the Company experienced greater price competition throughout
the region as well as certain environmental resistance to organic deicers.

Selling and Administrative Expenses. Selling and administrative expenses for the
fiscal  year 2001 were  $1,875,689,  which is 99% of net sales  from  continuing
operations. Selling and administrative expenses for 2000 were $1,925,112, or 146
% of net  sales  from  continuing  operations.  The  reduction  in  selling  and
administrative  expenses  is  largely  due to  $130,000  in bad debt  recoveries
resulting  from the  settlement of a legal dispute and a reduction of legal fees
of $224,955 resulting from the settlement of several other legal disputes. These
savings  were  partially  offset by  increases  in payroll of  $158,460.  As the
Company  continues to expand is  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  higher  than  normal,  until  these  disputes  are
resolved. [See Part 1, Item 3]

Other Expense,  net totaled  $55,824 in fiscal year 2001 compared to $443,140 in
2000. This decrease is the result of several  offsetting  charges and credits in
each fiscal year as follows;

       a)     In fiscal year 2001,  the  Company  incurred  interest  expense on
              long-term  debt  totaling  $222,625  compared  to  $105,822 in the
              previous  year.  The  increase  is  primarily  due



                                       26
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


              to  convertible  debentures  issued  during the most recent fiscal
              year.  For  reporting  purposes,  $61,217  and $36,482 of interest
              expense was  allocated  to loss from  operations  of  discontinued
              product line in fiscal years 2001 and 2000, respectively.

       b)     In fiscal  year  2001,  the  company  recorded  one-time  non-cash
              interest  charges of $183,125  compared to $256,250 in fiscal year
              2000.  These charges are  associated  with the exercise  prices of
              convertible  debentures  issued  in  August  2000  ($435,000)  and
              November  2000  ($100,000)  in fiscal  year 2001 and  August  1999
              ($750,000),  June 2000  ($250,000),  and July 2000  ($350,000)  in
              fiscal year 2000.

       c)     The Company also amortizes  non-cash  interest charges  associated
              with warrants issued in connection with the convertible  debenture
              issued  August 1999.  The  non-cash  charges  totaled  $63,198 and
              $10,533 in fiscal years 2001 and 2000, respectively.

       d)     In  February  2001,  the  Company  reached  settlement  agreements
              resolving  four  longstanding  lawsuits  having a net  result of a
              one-time,  positive  (non-cash)  earning impact of $333,935.  [See
              Part II, Item 7,  Financial  Statements,  Note 10,  Related  Party
              Transactions.]

       e)     In fiscal  year 2000,  the Company  recognized  the  write-off  of
              investments in certain affiliated entities totaling $115,000.

       f)     Interest income and other items resulted in credits of $17,972 and
              $7,983 in fiscal years 2001 and 2000, respectively.

There was no income tax expense or benefit recorded in fiscal year 2001 or 2000.

The loss from continuing  operations totaled $1,622,818 and $2,148,150 in fiscal
years  ended  July 31,  2001 and 2000,  respectively.  These  totals  reflect an
improvement of $525,332 or 24% over the prior year.

Discontinued  operations.  In fiscal  2001,  RB  Ultra(TM)  sales were  $303,669
compared to $290,877 in the prior year. The lack of growth in Roadbind(TM) sales
resulted  from  a  complete  turnover  of  the  Roadbind(TM)  sales  management;
aggressive price  competition from a new company formed by former  executives of
the  Company,  and  increased  price  competition  from other  dust  suppression
products.  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 of $552,704 and $325,638 in
fiscal  years  ended July 31,  2001 and 2000,  respectively.  In  addition,  the
Company recorded loss on discontinuance of the product line totaling $227,815 in
fiscal  year  2001.  This  loss  reflects  management's  estimates  of  the  net
realizable  value of inventory and other Roadbind  assets  including a provision
for operating losses during the phase-out period.

Net Loss. The Company had a net loss of $2,403,337 for fiscal year 2001 compared
to a net loss of $2,473,788 for fiscal year 2000.



Fiscal 2000 Compared to Fiscal 1999



                                       27
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Net Sales from both Ice Ban(R) and  Roadbind(TM)  products  for the fiscal  year
ended July 31, 2000 were $1,613,076 compared to $2,100,199 for fiscal year 1999;
a reduction of 23%. The Company  believes  that the decline in sales was largely
due to the lack of marketing strategy and effective execution of operating plans
by previous management.

ICE  BAN(R)  sales in the fiscal  year  2000,  totaled  $1,322,199  compared  to
$1,439,192  in fiscal 1999.  In fiscal 2000,  RB ULTRA(TM)  sales were  $290,877
compared  to $661,007  in the prior  year.  The  decline in ICE BAN(R)  sales in
fiscal year 2000, was due to numerous factors which include, among others, below
average  snowfall,   changes  in  personnel,   turnover  of  distributors,   and
distractions   from  litigation,   all  of  which  resulted  in  delayed  market
penetration  and  increased  competition.  The  decline  of  Roadbind(TM)  sales
resulted from a lack of promotional  and sales effort and the eventual  turnover
in the entire  Roadbind(TM)  sales management.  Certain prior year balances have
been reclassified to conform with the current year presentation.

Cost of Products  Sold.  The Company's  cost of product sold in fiscal year 2000
was $1,496,430  (93% of net sales),  while the cost of product sold for 1999 was
$1,601,552  (76% of net  sales).  The  increase  in the  cost of  products  sold
relative to net sales is  attributed  to a 23%  reduction  in sales volume while
fixed  costs  increased  for storage  agreements  in  Jacksonville,  Florida and
Wayland,  New York.  Also,  the Company sold  numerous  low margin  Roadbind(TM)
projects in an effort to establish new sales territories and train its expanding
sales force.

Although  Jacksonville  storage costs increased further in fiscal year 2001, the
Company  believed that  profitable  sales growth in existing and new territories
would  result in increased  fixed cost  coverage.  In addition,  the Company was
negotiating with certain existing and alternative suppliers of raw materials, in
an effort to reduce the direct cost of products sold.

Selling and Administrative Expenses. Selling and administrative expenses for the
fiscal  year  2000 were  $2,110,812  (131 % of net  sales),  while  selling  and
administrative  expenses  for 1999 were  $2,455,157  (116 % of net  sales).  The
reduction in selling and administrative expenses was primarily due to a $370,468
decline in bad debt expense from 1999. The Company also  experienced a reduction
of  advertising  expenses of $55,805.  These  savings were offset,  in part,  by
increases in payroll, rent, and travel expenses.

Other Expense, net increased to $443,140 in fiscal year 2000 compared to $46,369
in 1999. This increase was largely due to $256,250 of one-time  non-cash charges
associated with the exercise prices of convertible  debentures  issued in August
1999 ($750,000),  June 2000 ($250,000),  and July 2000 ($350,000).  In addition,
interest expense of $77,323 was incurred on these debentures.  Finally, $115,000
of expenses were recorded to recognize the write-off of  investments  in certain
affiliated entities.



                                       28
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


There was no income tax expense or benefit recorded in fiscal year 2000 compared
to an expense of $217,606 in 1999, when the Company fully reserved all remaining
deferred income tax assets.

Net Loss. The Company had a net loss of $2,473,788 for fiscal year 2000 compared
to a net loss of $2,220,485 for fiscal year 1999.

Certain prior year balances have been  reclassified  to conform with the current
year presentation.



Liquidity and Capital Resources:

In the year ended July 31, 2001,  operating  activities  consumed  $1,448,220 in
cash as compared to  $2,113,891  of cash  consumed in the  comparable  period in
2000, a decrease of $665,671.  This  decrease in cash consumed is largely due to
an increase in accounts payable and accrued  expenses of $603,673  compared to a
decrease  of  $286,888 in 2000.  In  addition,  inventories  were  decreased  by
$270,906 in 2001 compared to a decrease of $116,182 in the previous year.

Non-cash  charges for one-time charges  associated with  convertible  debentures
issued  during  the  year  totaled  $183,126  and  $256,250  in 2001  and  2000,
respectively. In 2000, the Company also incurred non-cash charges of $115,000 to
write-off investments in affiliated investments.

During  fiscal  year 2001,  the Company  reached  settlements  of several  legal
disputes,  which resulted in a non-cash  positive  earnings  impact of $333,935.
This  partially  offset the reduction of cash consumed by operating  activities.
[See  Part  II,  Item  7.,   Financial   Statements,   Note  10,  Related  Party
Transactions.]

The Company recorded an infusion of $1,785,000 from financing  activities during
the fiscal year 2001. The infusion of funds took place as follows.

       a)     On August 31, 2000, 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.

       b)     On  November  10,  2000,  Dr.  Robertson  invested  an  additional
              $100,000 in the form of a convertible  debenture  bearing interest
              at 10%,  maturing on November 11, 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.

       c)     Between  November 15, 2000 and March 22, 2001,  the Company raised
              $750,000  through  an  exempt  offering  of  7,000  shares  of  8%
              cumulative  convertible  preferred  stock.  The preferred stock is
              convertible  into  common  stock of the  Company  at a rate of 200
              common shares to one share of preferred stock.



                                       29
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


       d)     On July 25, 2001, Dr. Robertson invested $500,000 through the sale
              of 5,208,333 shares of common stock to Dr. Robertson.

On September 12, 2001,  the Company  raised an additional  $500,000  through the
sale of  2,000,000  shares  of  common  stock  to an  accredited  investor.  The
subscription  agreement  calls for payments of $300,000 on or before October 10,
2001 and $200,000 on or before January 10, 2002. On October 5, 2001, the Company
received the $300,000 as required by the agreement.

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.

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,  approximately  $200,000 of current  cost of product
sold is from fixed charges. As a result, increased sales volumes are expected to
result in a decline in the cost of product sold as a percent of net sales.

Stockholders'   Equity  consisted  of  20,000,000   shares  of  preferred  stock
authorized, 7,500 issued and outstanding at July 31, 2001, and 55,000,000 shares
of common stock  authorized  and 24,734,873  issued and  outstanding on July 31,
2001.  The common stock  account was $25,255 and  $20,027,  on July 31, 2001 and
2000, respectively.  Additional paid in capital was $14,270,874 and $13,415,674,
on July  31,  2001 and  2000,  respectively.  Total  stockholders'  deficit  was
$2,579,787and $1,031,348, on July 31, 2001 and 2000, respectively.







                                       30
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Uncertainties Relating to the Outcome of Patent Litigation

An adverse  result in one or more of the actions  referred to in Part II, Item 2
Legal  Proceedings  could result in a material  adverse  effect on the Company's
ability to  distribute  its  products by allowing  other  parties to  distribute
competing products under the "Toth" patent. In addition an adverse outcome could
result in a monetary damage award against the Company,  which exceeds the liquid
resources available to the Company.



Impact of Inflation

The impact of inflation on the product costs of the Company,  and the ability to
pass on cost increases in the form of increased sales prices,  is dependent upon
market conditions.  Historically,  there has been little  inflationary impact on
raw  material  prices  for the  company.  This is due to  by-product  nature and
abundant supply of raw materials.  In addition a significant  portion of the raw
materials  used by the  Company  is also used by its  competitors,  which  would
result in upward  pressure  on prices for  everyone in the market  place.  These
factors work to reduce the impact of inflation on profit margins.



Seasonality

Due to the seasonal nature of the Company's snow and ice control products, which
depend  upon snow and ice,  and in which  demand is  stronger  during the winter
months,  the  Company's  shipment  volume is typically  higher in the second and
third fiscal quarters. However, periods of no ice and snow affect profitability,
especially  during  the  first  and  fourth  calendar  quarters.  Management  is
evaluating  the  relative  emphasis on its  principal  product  with the goal of
finding products, which serve its customer base in non-winter months.

Product Research and Development

Prior to his death, Mr. Janke performed ongoing Research and Development for the
Company.  This function has been replaced by the hire of a product  engineer who
manages product quality,  evaluate and develop product innovations,  and respond
to  customers  with  special  application  concerns.  In  addition,  the Company
maintains  relationships with numerous  independent  laboratories that assist in
product research and management.  The Company also has a long-standing  practice
of continuous product  development and innovation in response to customer needs.
Company  management does not plan  substantial  product research and development
through  fiscal year ended 2002.  However,  the Company stays abreast of ongoing
industry  research  in an effort to respond  to  customer  needs,  environmental
considerations,  and industry trends,  as they occur. It is expected that in the
spring of 2002, the Company will begin accelerating its research and development
activities to further refine and expand its product offerings.



                                       31
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Plant and Equipment

The Company  foresees limited purchase or sale of plant and equipment or through
fiscal year ended 2002.



Internal Employment Level

The  Company  does  not  expect  any  significant   changes  in  the  number  or
compensation of its employees.






























                                       32
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Item 7.  Financial Statements.



Financial Statements for the Fiscal Years 2001 and 2000

The  Financial  Statements  of  Natural  Solutions  Corporation,  and  Notes  to
Financial  Statements  together with the Report of  Independent  Accountants  of
Goodman & Company, LLP, required by this Item 7 commence on page 34 hereof.





                          INDEX TO FINANCIAL STATEMENTS



Report of Independent Accountants.............................................33

Consolidated Balance Sheets...................................................34

Consolidated Statements of Operations and Comprehensive Loss..................35

Consolidated Statements of Cash Flows.........................................36

Consolidated Statements of Changes in Stockholders' Deficit...................37

Notes to Consolidated Financial Statements.........................From 38 to 48

Report of Independent Accountants.............................................49















                                       33
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                        Report of Independent Accountants


The Board of Directors and Stockholders
Natural Solutions Corporation


         We have audited the accompanying  consolidated balance sheet of Natural
Solutions  Corporation  as of  July  31,  2001,  and  the  related  consolidated
statements  of  operations  and  comprehensive  loss,  cash flows and changes in
stockholders'  deficit for the year then  ended.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based on our audit.  The  consolidated  financial  statements of the
Company as of July 31, 2000, and for the year then ended,  were audited by other
independent  accountants  whose  report,  dated  October 6, 2000,  expressed  an
unqualified  opinion  on those  statements.  The other  independent  accountants
expressed  substantial  doubt about the Company's ability to continue as a going
concern.

         We conducted our audit in accordance with auditing standards  generally
accepted in the United States of America.  Those standards  require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as  well  as  evaluation  of  the  overall  consolidated  financial
statement  presentation.  We believe that our audit provides a reasonable  basis
for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Natural Solutions  Corporation as of July 31, 2001, and the consolidated results
of its operations and its cash flows for the year then ended in conformity  with
accounting principles generally accepted in the United States of America.

         The accompanying 2001 financial  statements have been prepared assuming
the Company  will  continue as a going  concern.  As discussed in Note 14 to the
financial statements, the Company has suffered recurring losses from operations,
a net capital  deficiency,  and  uncertainties  associated with unresolved legal
matters  that raise  substantial  doubt about its ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 14. The  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.

/s/ Goodman & Company, LLP

Norfolk, Virginia
October 2, 2001






                                       34
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                          NATURAL SOLUTIONS CORPORATION
                           Consolidated Balance Sheets
                             July 31, 2001 and 2000
<TABLE>
<CAPTION>
                ASSETS                                        2001              2000
-----------------------------------------------------------------------------------------
<S>                                                      <C>               <C>
Current Assets:
   Cash and Cash Equivalents                             $        6,161    $      195,500
   Trade Accounts Receivable, net                                72,688            87,554
   Stock Subscription Receivable                                490,000                 -
   Other Receivables, net                                        36,479            44,138
   Inventories                                                  239,784           510,690
   Prepaid Expenses                                              34,692            25,306
                                                         --------------    --------------

      Total Current Assets                                      879,804           863,188


Property and Equipment, at cost                                 233,673           153,117
   Less Accumulated Depreciation                               (110,916)          (73,055)
                                                         --------------    --------------

                                                                122,757            80,062

Licensing Agreement, net                                        221,771           324,675
                                                         --------------    --------------
                                                         $    1,224,332    $    1,267,925
                                                         ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Trade Accounts Payable                                $    1,165,436    $      802,120
   Accrued Expenses                                             387,958           147,600
   Notes Payable                                                 70,365           102,000
   Other Liabilities                                            150,000                 -
                                                         --------------    --------------

      Total Current Liabilities                               1,773,759         1,051,720


Convertible Debentures to Related Party                       1,588,751           990,553
Other Long Term Debt and Liabilities                            184,609                 -
Long Term Debt to Related Party                                 257,000           257,000
                                                         --------------    --------------
      Total Liabilities
                                                              3,804,119         2,299,273
                                                         --------------    --------------

Commitments and Contingent Liabilities

Stockholders' Equity (Deficit):
   8% Convertible Preferred Stock, $0.001 par value,
     20,000,000 shares authorized, 7,500 issued and
     outstanding in 2001 and none in 2000                             8                 -
   Common Stock, $0.001 par value, 55,000,000 shares
     authorized, 24,743,873 issued and outstanding
     in 2001 and 20,026,540 in 2000                              25,255            20,027
   Additional Paid-in Capital                                14,270,874        13,415,674
   Accumulated Deficit                                      (16,875,924)      (14,467,049)
                                                         --------------    --------------

      Total Stockholders' Equity (Deficit)                   (2,579,787)       (1,031,348)
                                                         --------------    --------------
                                                         $    1,224,332    $    1,267,925
                                                         ==============    ==============
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                       35
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                          NATURAL SOLUTIONS CORPORATION
          Consolidated Statements of Operations and Comprehensive Loss
                    Fiscal Years Ended July 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                              2001              2000
                                                         --------------------------------
<S>                                                      <C>               <C>
Net Sales                                                $    1,896,236    $    1,322,199
Costs Applicable to Sales                                     1,587,541         1,102,097
                                                         --------------    --------------
      Gross Profit                                              308,695           220,102

Operating Costs and Expenses:
   Selling and Administrative Expenses                        1,875,689         1,925,112
                                                         --------------    --------------
      Losses from Operations                                 (1,566,994)       (1,705,010)

Other Income (Expense), net                                     (55,824)         (443,140)
                                                         --------------    --------------
   Loss from Continuing Operations Before Taxes              (1,622,818)       (2,148,150)

Income Tax Expense                                                    -                 -
                                                         --------------    --------------
   Loss from Continuing Operations                       $   (1,622,818)   $   (2,148,150)

Discontinued Operations:
  Loss from operations of discontinued product
     line, net of taxes                                        (552,704)         (325,638)
   Loss on discontinuance of product line, including
     provision of $48,886 for operating losses
     during phase-out period, net of taxes                     (227,815)                -
                                                         --------------    --------------
   Net Loss                                              $   (2,403,337)   $   (2,473,788)
                                                         ==============    ==============

Other Comprehensive Loss, net of tax:
  Unrealized holding gain (loss)                                      -           (18,750)
  Reclassification Adjustment for Losses
    included in Net Loss                                              -           115,000
                                                         --------------    --------------
   Comprehensive Loss                                    $   (2,403,337)   $   (2,377,538)
                                                         ==============    ==============

Loss per Share, Basic and Diluted from
   Continuing Operations                                         ($0.08)           ($0.11)
                                                         ==============    ==============
Loss per Share, Basic and Diluted, from Operations of
   Discontinued Product Line, net of taxes                       ($0.03)           ($0.02)
                                                         ==============    ==============
Loss per Share, Basic and Diluted, on
   Discontinuance of Product Line                                ($0.01)                -
                                                         ==============    ==============
Loss per Share, Basic and Diluted                                ($0.12)           ($0.13)
                                                         ==============    ==============
Weighted Average Common
   Shares Outstanding                                        20,046,540        19,014,040
                                                         ==============    ==============
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                       36
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                          NATURAL SOLUTIONS CORPORATION
                      Consolidated Statements of Cash Flows
                    Fiscal Years Ended July 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                        2001              2000
                                                                  ---------------------------------
<S>                                                               <C>                <C>
Operating Activities:
Net Loss                                                          $   (2,403,337)    $   (2,473,788)
Adjustments to Reconcile Net Loss to Cash
  Used in Operating Activities:
   Depreciation and Amortization                                         140,765            138,497
   Non-Cash Interest Charges                                             246,324            266,783
   Reclassification of Losses Included in Net Loss                             -            115,000
   Preferred Stock to be Issued                                           70,310                  -
   Forfeiture of Stock Rights                                           (650,000)                 -
   Product and Services Purchased for Stock and Options                    7,000             22,500
   (Increase) Decrease in Accounts and Other Receivables                  22,525            (39,978)
   Decrease in Inventories                                               270,906            116,182
   (Increase) Decrease in Prepaid Expenses                                (9,386)            38,334
   Increase (Decrease) in Accounts Payable and
      Accrued Expenses                                                   603,673           (297,421)
   Increase in Other Liabilities                                         300,000                  -
   Gain on Settlement of Notes Payable                                   (47,000)                 -
                                                                  --------------     --------------
Cash Used in Operating Activities                                     (1,448,220)        (2,113,891)
                                                                  --------------     --------------

Investing Activities:
   Acquisition of Equipment                                              (80,556)              (609)
                                                                  --------------     --------------
Cash Used in Investing Activities                                        (80,556)              (609)
                                                                  --------------     --------------

Financing Activities:
   Proceeds from Issuance of Note Payable                                 54,810                  -
   Payment of Notes Payable                                               (4,836)           (40,000)
   Proceeds from Issuance of Convertible Debentures                      535,000          1,350,000
   Proceeds from Issuance of Common Stock                                 10,000          1,000,000
   Proceeds from Issuance of Preferred Stock                             750,000                  -
   Preferred Stock Dividends Paid                                         (5,537)                 -
                                                                  --------------     --------------
Cash Provided by Financing Activities                                  1,339,437          2,310,000
                                                                  --------------     --------------

Net Increase (Decrease) in Cash                                         (189,339)           195,500
Cash and Cash Equivalents - Beginning of Year                            195,500                  -
                                                                  --------------     --------------
Cash and Cash Equivalents - End of Year                           $        6,161     $      195,500
                                                                  ==============     ==============

Supplemental  disclosures of cash flow  information:
   Non-cash charges against income:
      Amortization of charges to stock warrants                   $       63,198     $       10,533
      One-time charge from issuance of convertible debentures     $      183,126     $      256,250
</TABLE>

                 See Notes to Consolidated Financial Statements.



                                       37
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                          NATURAL SOLUTIONS CORPORATION
           Consolidated Statement of Changes in Stockholders' Deficit
                    Fiscal Years Ended July 31, 2001 and 2000
<TABLE>
<CAPTION>
                                                                                            Accumulated
                                                  Par                   Par     Additional     Other
                                     Preferred   Value       Common    Value     Paid-in    Comprehensive  Accumulated
                                      Shares   Preferred     Shares    Common    Capital    Income (Loss)    Deficit        Totals
                                     --------- --------- ----------- -------- ------------ -------------  ------------  -----------
<S>                                      <C>   <C>        <C>        <C>      <C>          <C>            <C>           <C>
Balance July 31, 1999                        - $       -  15,996,540 $ 15,997 $ 11,770,954 $     (96,250) $(11,993,261) $  (302,560)
                                     ========= ========= =========== ======== ============ =============  ============  ===========
Stock Issued for Cash
                                             -         -   4,000,000    4,000      996,000             -             -    1,000,000
Stock Issued for Services                    -         -      30,000       30       22,470             -             -       22,500
Issuance of Warrants                         -         -           -        -      370,000             -             -      370,000
Other Comprehensive Loss, net of tax         -         -           -        -            -             -             -            -
Reclassification Adjustment
  for Losses Included in Net Loss            -         -           -        -            -       (18,750)            -      (18,750)
Discount on Convertible Debentures           -         -           -        -      256,250       115,000             -      371,250
Net Loss                                     -         -           -        -            -             -    (2,473,788)  (2,473,788)
                                     --------- --------- ----------- -------- ------------ -------------  ------------  -----------
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
Stock Issued as Correction                   -         -       9,000        -            -             -             -            -
Stock Issued for Cash                        -         -   5,208,333    5,208      494,792             -             -      500,000
Stock Cancelled                              -         -    (520,000)       -            -             -             -            -
Discount on Convertible Debentures           -         -           -        -      183,126             -             -      183,126
Preferred Stock Issued                   7,000         7           -        -      749,993             -             -      750,000
Forfeiture of Stock Rights                   -         -           -        -     (650,000)            -             -     (650,000)
Preferred Stock to be Issued               500         1           -        -       70,310             -             -       70,310
Preferred Stock Dividends Paid               -         -           -        -            -             -        (5,538)      (5,538)
Net and Comprehensive Loss                   -         -           -        -            -             -    (2,403,337)  (2,403,337)
                                     --------- --------- ----------- -------- ------------ -------------  ------------  -----------
Balance, July 31, 2001                   7,500 $       8  24,743,873 $ 25,255 $ 14,270,874 $           -  $(16,875,924) $(2,579,787)
                                     ========= ========= =========== ======== ============ =============  ============  ===========
</TABLE>

                 See Notes to Consolidated Financial Statements.


                                       38
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                          NATURAL SOLUTIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year Ended July 31, 2001



1.  SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned subsidiaries,  Ice Ban America, Inc., a Nevada corporation, Ice
Ban, Inc., a New York corporation,  Roadbind America, Inc., a Nevada corporation
and Ice Ban Holdings, Inc., a Florida corporation. The Ice Ban, Inc. combination
was  accounted  for under  purchase  accounting.  The  Company  formed  Roadbind
America, Inc., Ice Ban America, Inc. and Ice Ban Holdings,  Inc. as wholly owned
subsidiaries. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets and liabilities and disclosure of contingent
assets and  liabilities at the date of the financial  statement and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from the estimates.

Cash & Cash Equivalents

For financial  statement  presentation  purposes,  the Company  considers  those
short-term,  highly liquid investments with original  maturities of three months
or less to be cash or cash equivalents.

Inventories

Inventories  consist of de-icing and road binding agents held for resale and are
valued at average lower of cost (First in-First out) or market.

Property & Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
straight-line  method over the estimated useful lives of the assets, five years.
Expenditures  for renewals and betterments  are  capitalized.  Expenditures  for
minor items, repairs and maintenance are charged to operations as incurred. Gain
or  loss  upon  sale or  retirement  due to  obsolescence  is  reflected  in the
operating results in the period the event takes place.

Revenue Recognition

Sales are recognized  when a product is delivered or shipped to the customer and
all material conditions relating to the sale have been substantially performed.

Advertising Costs

Advertising  costs are  expensed  as they are  incurred.  The  Company  incurred
$79,531 and $98,147 in fiscal years 2001 and 2000, respectively.

Stock Based Compensation

Stock based  compensation  is accounted for by using the  intrinsic  value based
method  in  accordance  with  Accounting   Principles   Board  Opinion  No.  25,
"Accounting  for Stock Issued to Employees"  ("APB 25"). The Company has adopted
Statements  of Financial  Accounting  Standards No. 123,  "Accounting  for Stock
Based  Compensation,  ("SFAS 123") which allows  companies to either continue to
account for stock based  compensation to employees under APB 25, or adopt a fair
value based method of accounting. The Company has elected to continue to account
for stock based compensation to employees under APB 25 but has made the required
SFAS 123 pro forma disclosures in accordance with SFAS 123.




                                       39
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

Fair Value of Financial Instruments

Statements of Financial  Accounting  Standards No. 107,  "Disclosures About Fair
Value of Financial  Instruments,"  requires disclosure of fair value information
about financial  instruments.  Fair value estimates  discussed  herein are based
upon  certain  market  assumptions  and  pertinent   information   available  to
management  as of July 31,  2001.  The  respective  carrying  value  of  certain
on-balance sheet financial  instruments  approximated  their fair values.  These
financial instruments include cash and cash equivalents,  marketable securities,
trade  receivables,  accounts  payable  and accrued  expenses.  Fair values were
assumed to approximate  carrying  values for these financial  instruments  since
they are short term in nature and their carrying amounts approximate fair values
or they are  receivable  or payable on demand.  The fair value of the  Company's
notes  payable is estimated  based upon the quoted market prices for the same or
similar  issues or on the current  rates  offered to the Company for debt of the
same remaining maturities. The carrying value approximates the fair value of the
notes payable.

Earnings Per Common Share

The Company has adopted the  provisions  of Statement  of  Financial  Accounting
Standards  No. 128  "Earnings  Per Share"  ("SFAS  128").  SFAS 128 replaces the
previous  "primary"  and "fully  diluted"  earnings  per share with  "basic" and
"diluted" earnings per share.  Unlike "primary" earnings per share that included
the dilutive effects of options,  warrants and convertible  securities,  "basic"
earnings per share  reflects the actual  weighted  average of shares  issued and
outstanding  during  the  period.  "Diluted"  earnings  per share  are  computed
similarly to "fully diluted" earnings per share. In a loss year, the calculation
for "basic" and "diluted" earnings per share is considered to be the same as the
impact of potential  common  shares is  antidilutive.  Potential  common  shares
include 870,000 options, 3,000,000 warrants, and debt convertible into 8,643,029
common shares.

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which
requires  recognition of estimated  income taxes payable or refundable on income
tax  returns  for the  current  year and for the  estimated  future  tax  effect
attributable  to  temporary  differences  and  carry  forwards.  Measurement  of
deferred  income tax is based on enacted tax laws including tax rates,  with the
measurement  of  deferred  income tax assets  being  reduced  by  available  tax
benefits not expected to be realized.

Impairment of Long Lived Assets

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 121,
"Accounting for the Impairment of Long Lived Assets and for Long Lived Assets to
be  Disposed  of,"  ("SFAS  121").  SFAS 121  requires  impairment  losses to be
recorded on long lived assets used in operations  and goodwill when  indications
of  impairment  are  present  and the  discounted  cash  flows  estimated  to be
generated by those assets are less than the carrying amount of the asset.

Professional Standards

Statements of Financial  Accounting  Standards  ("SFAS") No. 133 "Accounting for
Derivative  Instruments  and Hedging  Activities"  as amended by SFAS No. 137 is
effective  for  periods  beginning  after  June 15,  2000.  The  Company  has no
derivative instruments or hedging activities.

Financial   Accounting   Standards  Board   Interpretation  No.  44  ("FIN  44")
"Accounting  for  Certain   Transactions   Including  Stock  Compensation  -  an
Interpretation  of  APB  No.  25"  was  issued  in  March  2000.  The  Company's
consolidated   financial   statements  were  not  materially   effected  by  the
application of FIN 44.

Reclassifications

Certain prior year balances have been  reclassified  to conform with the current
year presentation.



                                       40
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

2.  Description  of  the  Company:   Natural  Solutions  Corporation  (a  Nevada
corporation) was formed August 14, 1996 to exploit certain patents and rights to
patents covered under a licensing agreement,  which will enable Ice Ban America,
Inc. to market an  agricultural  co-product  as a road  de-icing and  anti-icing
product. The product is marketed under the copyright protected trade name of Ice
Ban (R). The licensing agreement covers all of the United States.

3.  Licensing Agreement & Note Payable:

Ice Ban USA, Inc., is a Florida corporation controlled by two major investors in
the Natural Solutions  Corporation.  Ice Ban USA acquired the sole rights to the
use of certain patent rights relating to roadway de-icing & anti-icing  products
and their related compositions. Ice Ban USA, Inc. granted the Company the use of
those rights in an exclusive  license  agreement  for covering all of the United
States.  The agreement is for a term of 7 years  followed by one-year  automatic
renewals and is being  amortized over the initial  minimum term of 7 years.  The
license  agreement also provides  additional rights to use certain other patents
and secure a geographic marketing exclusivity agreement. The marketing agreement
allows the Company to market the RoadbindTM  product in the  continental  United
States.  Amortization  expense  for the years  ended July 31,  2001 and 2000 was
$102,904 and $108,983  respectively.  On July 17, 2001, the Company discontinued
its efforts to market Roadbind(TM).

The Company is also required to pay Ice Ban USA, Inc. fees (currently accrued at
$44,992) based upon the following schedule:

--------------------------------------------------------------------------------
          Period Covered                          Amount Payable Quarterly

   September 1, 1996 - August 31, 1997     No Fee Due
   September 1, 1997 - August 31, 1998     1% of Sales
   September 1, 1998 and Thereafter        2% of Sales but not to exceed $ 3/ton
                                           or be less than $ 2/ton
--------------------------------------------------------------------------------

4.  Income Taxes:

The Company had approximately  $9.9 and $7.6 million in cumulative net operating
loss  carryovers  available to reduce  future  income taxes at July 31, 2001 and
2000, respectively.  These carryovers may be utilized through the year 2021. The
Company has adopted SFAS 109, which  provides for the  recognition of a deferred
tax  asset  based  upon the value  the loss  carry-forwards  will have to reduce
future  income  taxes,  and  management's  estimate  of the  probability  of the
realization of these tax benefits.  Due to the accumulated net operating  losses
and questions  about the Company's  ability to continue as a going  concern,  no
deferred tax assts are presented at July 31, 2001 and 2000.


5.  Major Customers/Suppliers:

At July 31,  2001  and  2000  transactions  with  two or more  suppliers  and/or
customers,  in the  aggregate,  have  accounted  for 10% or more of purchases of
inventory  or  services  and/or  sales and also  account  for 10% or more of the
Company's accounts payable and accounts receivable at those dates as follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                              Amounts Purchased                                Amounts Payable
               -------------------------------------------------------------------------------------------------
                 Supplier A     Supplier B       Supplier C     Supplier A      Supplier B       Supplier C
----------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>              <C>             <C>             <C>              <C>
  July 31, 2000    18.60%         13.50%           10.80%          0.00%           0.60%            0.10%
----------------------------------------------------------------------------------------------------------------
           2001    29.00%          5.00%           8.70%          12.20%           0.00%            0.00%
----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                Amounts Sold                                 Amounts Receivable
               -------------------------------------------------------------------------------------------------
                 Customer A     Customer B       Customer C     Customer A      Customer B       Customer C
----------------------------------------------------------------------------------------------------------------
<S>                <C>            <C>                              <C>             <C>
  July 31, 2000    16.10%         18.10%            n/a            3.40%           0.00%             n/a
----------------------------------------------------------------------------------------------------------------
           2001    15.30%         26.40%            n/a            0.00%           0.60%            0.00%
----------------------------------------------------------------------------------------------------------------
</TABLE>



                                       41
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

6.  Notes Payable & Long Term Debt:
<TABLE>
<CAPTION>
                                                                                    2001           2002
                                                                                    ----           ----
<S>                                                                             <C>            <C>
          Convertible Debenture dated August 11, 1999, bearing interest at
          10% and maturing on August 31, 2003.  See further details below.        $750,000       $750,000

          Convertible Debenture dated June 1, 2000, bearing interest at
          10% and maturing on June 1, 2005.  See further details below.            250,000        250,000

          Convertible Debenture dated July 31, 2000, bearing interest at
          10% and maturing on August 1, 2005.  See further details below.          350,000        350,000

          Convertible Debenture dated August 31, 2000, bearing interest at
          10% and maturing on September 1, 2005.  See further details
          below.                                                                   435,000              -

          Convertible Debenture dated November 10, 2000, bearing interest
          at 10% and maturing on November 11, 2005.  See further details
          below.                                                                   100,000              -

          Notes Payable to Related Parties consist of two notes payable to
          Ice Ban USA, Inc. bearing interest at 5.8% and 7%. The repayment
          of these notes is not required until the Company, in its own
          discretion, determines that the Company has achieved sufficient
          reliable cash flow to satisfy the notes without jeopardizing the
          Company's ability to fund its budgeted expenditures.                     257,000        257,000

          Unsecured installment note payable, with payments of $5,350 per
          month, bearing interest at 7%.   The entire balance of the note
          due before the end of 2002.                                               55,000         55,000

          Unsecured settlement payments of $150,000, due upon the
          completion of all terms of the settlement agreements and
          eighteen months thereafter, bearing no interest.                         300,000              -

          Unsecured installment note payable, over three years with
          payments of $2,134 per month, bearing interest at 23.5%.
          $15,365 is due in 2002.                                                   49,974              -

          Three short term unsecured notes payable, bearing interest at 6%
          - 10%.  These notes were disputed by the Company and written off
          as a part of a settlement agreement.                                           -         47,000
                                                                           -------------------------------
           Total                                                                 2,546,974      1,709,000

          Less Current Portion                                                     220,365        102,000
          Less Discount on Convertible Debentures                                  296,249        359,447
                                                                           -------------------------------
              Total                                                             $2,030,360     $1,247,553
                                                                           ===============================
</TABLE>

The Company issued a convertible debenture to a related party on August 11, 1999
for $750,000  bearing  interest at 10% per annum.  Initially,  the debenture and
interest were  convertible at a rate of $0.75 per common share. As consideration
for a  financing  commitment  made on June 1,  2000,  the  conversion  price was
changed to $0.25 per



                                       42
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

common share.  Interest is payable  semiannually  and may be paid in cash or, at
the election of the Company,  in shares of its common stock valued at $ 0.25 per
share. The debenture is due and payable on August 31, 2003 and may be converted,
at the option of the  holder,  into  common  shares of the Company at $ 0.25 per
share at any time prior to  maturity.  The  conversion  price at the time of the
issuance  was  equal  to fair  market  value  on the  date  of the  transaction.
Accordingly, no discount provision was recognized on the convertible debenture.

As part of a $1,135,000  financing  commitment  dated June 1, 2000,  the Company
issued  convertible  debentures on June 1, 2000, July 31, 2000, August 31, 2000,
and November 10, 2000 to a related party for $250,000,  $350,000,  $435,000, and
$100,000,  respectively.  The  debentures  are due and  payable on June 1, 2005,
August 1, 2005,  September 1, 2005,  and November 11, 2005,  respectively.  They
bear interest at 10% per annum, which is payable semiannually and may be paid in
cash or, at the election of the Company, in shares of its common stock valued at
$ 0.25 per share.  The debenture may be converted,  at the option of the holder,
into  common  shares of the  Company  at $ 0.25 per  share at any time  prior to
maturity.  The  conversion  price was below fair market value on the date of the
transaction.  Accordingly,  discount  provisions  totaling $183,125 and $256,250
were recognized on the convertible debentures in 2001 and 2000, respectively.

As a condition  of the  financing  commitment,  the  Company  pledged all of the
assets of the Company as security for the convertible  debentures,  adjusted the
conversion  price of the debenture dated August 11, 1999 from $0.75 to $0.25 per
common share,  and replaced  3,000,000 common stock warrants having a conversion
price of $0.75 per common  share with the same number of common  stock  warrants
having a conversion  price of $0.25 per common share.  The conversion  price was
less than the fair market value on the date of the transaction.  Accordingly,  a
discount of $370,000 was recognized and is being  amortized over the life of the
convertible  debenture issued June 1, 2000. Total  amortization  associated with
this  discount  was  $63,198  and  $10,533  in the  fiscal  years 2001 and 2000,
respectively.

At July 31, 2001, the Company had outstanding  convertible  debentures  totaling
$1,885,000, recorded net of discount of $296,249.

A  schedule  of the  maturity  of the notes  payable  and  long-term  debt is as
follows:
<TABLE>
<CAPTION>
                                          2001        2002       2003       2004        2005      Thereafter
                                      -------------------------------------------------------------------------
<S>                                    <C>         <C>         <C>         <C>       <C>         <C>
Maturity of Notes Payable and Long
   Term Debt                           $ 220,365   $ 169,398   $ 15,669    $   -     $ 999,542   $ 1,142,000
                                      =========================================================================
</TABLE>

7.  Commitments:

The Company leases its three office  locations,  certain storage  facilities and
rail cars.  Rent  expense  for the years ended July 31, 2001 and 2000 and future
minimum lease payments under these operating leases was and are as follows:
<TABLE>
<CAPTION>
                                                Minimum     Minimum    Minimum     Minimum     Minimum
                                                Payment     Payment    Payment     Payment     Payment
       Description     Expense     Expense
                         2000       2001          2002       2003        2004        2005       Total
                     ----------------------------------------------------------------------------------
<S>                      <C>        <C>         <C>         <C>         <C>        <C>        <C>
     Office Space         $54,986    $59,041     $56,538    $58,229     $59,982    $30,515    $205,264
     Storage Tanks        283,230    463,900      23,000          -           -          -      23,000
     Rail Cars             37,080     54,434      37,080      3,090           -          -      40,170
                     ----------------------------------------------------------------------------------
       Totals            $375,296   $577,375    $116,618    $61,319     $59,982    $30,515    $268,434
                     ==================================================================================
</TABLE>




                                       43
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

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.

8.  Stockholders' Deficit:

Common Stock Offering:

On March 31, 1997,  the Company  concluded  two offerings of its common stock to
the  public at $0.10 and $1.00 per  share.  1,900,000  shares of its $ 0.001 par
value common stock were issued.  The Company received  $1,000,000 as a result of
these offerings.  The offerings were exempt from SEC registration under Rule 504
of Regulation D. Offering costs such as legal, accounting, registration fees and
filing fees of $19,273 were applied  against  additional paid in capital and are
treated as a reduction of the gross proceeds of the offerings.

Preferred Stock Offering:

In May of 2000, the Company began seeking to raise a total of $3,135,000 in debt
and  equity to  finance  its  current  operational  plans and  expand its sales,
marketing, and distribution networks. A related party has invested $1,135,000 of
these funds through convertible debentures, including those discussed in notes 6
above  and 11 below,  and the  Company  has  sought  the  remaining  funds  from
qualified investors through an exempt offering of its 8% cumulative  convertible
preferred stock. The preferred stock has been offered to accredited investors in
minimum amounts of $50,000 and is convertible  into common stock of the Company.
As of July 31, 2001 $750,000, representing 7,000 shares of preferred stock, were
issued and outstanding.  Dividends of $5,537 were paid as of January 1, 2001. As
of July 31, 2001, the cumulative and unpaid dividends  amounted to $38,137.  The
offering  remains  open and the  ultimate  outcome of the  offering has not been
determined.


Stock Issued for Product & Services:

The  Company  issued  20,000  shares  in 2001  and  30,000  shares  in 2000  for
professional  services,  consulting and purchases of its principal  products and
services.  The value of these  transactions  is recorded at fair market value at
the date of contract or delivery,  or by a predetermined  formula  stipulated by
the terms of  underlying  agreements.  The  predetermined  formula  resulted  in
transaction  values  equal  to fair  market  value at the  date of  contract  or
delivery.

The following table summarizes these transactions.
<TABLE>
<CAPTION>
                                                                 2001                    2000
                                                                 ----                    ----
                                                                     Weighted                 Weighted
                                                                      Average                  Average
                                                            Shares     Value        Shares      Value
                                                                     Per Share                Per Share
---------------------------------------------------------------------------------------------------------
<S>                                                         <C>       <C>           <C>        <C>
Shares Issued for Professional Fees and Services            20,000    $ 0.35        30,000     $ 0.83
---------------------------------------------------------------------------------------------------------
  Total                                                     20,000                  30,000
------------------------------------------------------------======------------------======---------------
</TABLE>


For additional information see note 10.

Stock Based Compensation:

Stock based  compensation  is accounted for by using the  intrinsic  value based
method  in  accordance  with  Accounting   Principles   Board  Opinion  No.  25,
"Accounting  for Stock Issued to Employees"  ("APB 25"). The Company has adopted
Statements  of Financial  Accounting  Standards No. 123,  "Accounting  for Stock
Based  Compensation,  ("SFAS 123") which allows  companies to either continue to
account for stock based compensation to




                                       44
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

employees  under APB 25, or adopt a fair value based method of  accounting.  The
Company has elected to  continue  to account  for stock  based  compensation  to
employees  under APB 25. APB 25  recognizes  compensation  expense  for  options
granted to employees  only when the market price of the stock  exceeds the grant
exercise price at the  measurement  date of the grant.  The amount  reflected as
compensation  expense is measured as the  difference  between the exercise price
and the market value at the measurement date of the grant.

SFAS 123 requires pro forma  disclosures  regarding  net income and earnings per
share as if the compensation  expense had been determined in accordance with the
fair value based method  described in SFAS 123. The Company  estimates  the fair
value of each stock  option at the date of grant using the Black  Scholes  model
and the Black Scholes  option-pricing  model with the following weighted average
assumptions for grants issued in 2001 and 2000.

                                                2001              2000
                                                ----              ----
            Dividend Yield                     None              None
            Expected Life                      2 Years           2 Years
            Expected Volatility                123%              128%
            Risk Free Interest Rate            6%                6%

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  870,000  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.

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.

A summary of employee and non-employee options granted and exercised for each of
the fiscal years ended July 31, 2001 and 2000 is presented below:
<TABLE>
<CAPTION>
                                                                    2001                   2000
                                                                    ----                   ----
                                                                        Weighted               Weighted
                                                                         Average                Average
                                                                        Exercise               Exercise
                                                              Shares      Price      Shares      Price
                                                           ---------------------------------------------
<S>                                                            <C>         <C>      <C>           <C>
     Balance at Beginning of Year                              545,000     $0.62    1,620,000     $4.80

       Grants and Awards Made During Year:

         Employment Agreements                                 770,000     $0.35            -         -

         Board Members                                         200,000     $0.35      100,000      1.05

       Less Options and Awards Forfeited During Year           100,000         -      675,000      1.55

       Less Options and Awards That Expired During Year        545,000     $0.62      500,000     12.75
                                                           ---------------------------------------------

     Balance at End of Year                                    870,000     $0.59      545,000     $0.62
                                                           =============================================

     Options Exercisable at Year End                           490,750     $0.60      545,000     $0.62
                                                           =============================================
     Weighted Average Fair Value of Options Granted During                 $0.35                  $0.34
                                                                      ===========            ===========
</TABLE>



                                       45
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

Under the terms of the  stock  option  plans,  the  Company  may grant up to 1.5
million stock option shares.  Vesting  requirements  may vary as approved by the
compensation committee of the board of directors.  The terms of the stock option
plan require that  qualified  stock options  expire on the earlier of the end of
the option  period,  generally  ten years from the grant date,  or three  months
after  leaving  employment  with the  Company  or,  in the event of death of the
employee, one year from the date of death. Non-qualified stock options expire at
the end of the option period.



Summary information for Options outstanding at July 31, 2001 is as follows:
<TABLE>
<CAPTION>
                                    Options Outstanding                            Options Exercisable
                 -----------------------------------------------------------------------------------------------
                                                                Weighted                            Weighted
                                           Weighted Average      Average                             Average
    Range of      Number Outstanding at  Remaining Contractual  Exercise   Amount Exercisable at    Exercise
 Exercise Prices      July 31, 2001              Life             Price        July 31, 2001          Price
----------------------------------------------------------------------------------------------------------------
<S>                      <C>                  <C>                 <C>             <C>                 <C>
  $ 0.34-$ 1.05          870,000              104 Months          $0.59           490,750             $0.60
----------------------------------------------------------------------------------------------------------------
</TABLE>

Had compensation cost been determined on the fair market value at the grant date
consistent  with SFAS 123, the  Company's net loss and loss per share would have
changed to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
                                                                            2001              2000
                                                                            ----              ----
<S>                                                                     <C>               <C>
     Net loss applicable to common shareholders-as reported             ($2,403,337)      ($2,473,788)
     Net loss applicable to common shareholders-pro forma               ($2,569,366)      ($2,538,508)
     Basic and diluted loss per share-as reported                            ($0.12)           ($0.13)
     Basic and diluted loss per share-pro forma                              ($0.13)           ($0.13)
</TABLE>

9.  Supplemental Cash Flow Information:

Selected non-cash investing and financing activities are summarized as follows:

<TABLE>
<CAPTION>
                                                                               2001          2000
------------------------------------------------------------------------------------------------------
             Cash Paid for Interest                                             $2,766        $5,624
------------------------------------------------------------------------------------------------------
<S>                                                                             <C>           <C>
    Non Cash Equity Transactions:
    Issuance of Common Stock in Exchange for Services                           $7,000        $25,000
    Issuance of Note Payable in Exchange for Services                                0         60,000
------------------------------------------------------------------------------------------------------
</TABLE>

10. Related Party Transactions:

During the  fiscal  years  ended  July 31,  2001 and 2000,  the  Company  issued
$1,885,000  of  convertible  debentures  to  M.G.  Robertson.  See  note  6  for
discussion of the debentures.

On October 29, 1999, the Company sold  4,000,000  shares of common stock to M.G.
Robertson for $1,000,000. As a part of the transaction,  Dr. Robertson acquired,
among other  rights,  the right to name up to three of seven of the directors of
the  Company.  Mr.  Robertson  was elected  Chairman  of the Board of  Directors
subsequent to this transaction.

On July 25,  2001,  the Company  sold  5,208,333  shares of common stock to M.G.
Robertson for $500,000. As of July 31, 2001, Mr. Robertson had fulfilled $10,000
of the total subscription agreement.



                                       46
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

In February  2001,  the Company  reached  settlement  agreements  resolving four
longstanding lawsuits centering on disputed transactions, as well as shareholder
and  employee  claims  against  the  Company  and  its  former  management.  The
settlements  involved a dismissal with prejudice of all claims and counterclaims
in the lawsuits.

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

As a part of the settlements, Dr. Robertson acquired 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.  As of July 31, 2001, the  cancellation  of the 520,000
shares of common stock was not yet completed, but such cancellation is reflected
in the financial statements. In September 2001, the cancellation was completed.

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

11. Discontinuance of Product Line:

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.  At July 31,  2001,  the Company  owned three  application  trucks with an
undepreciated cost of $73,081 and raw materials valued at $137,595.  The loss on
the discontinuance of the product line was $227,815.

Prior to July 17, 2001, the date of  discontinuance,  the operating  results for
the Roadbind product line are summarized as follows:

                                                   2001              2000
                                                   ----              ----
    Sales                                     $     303,669     $     290,877
                                            ----------------- -----------------
    Gross Profit (Loss)                            (203,640)         (103,456)
    Sales, Marketing and Other Expenses             349,064           222,182
                                            ----------------- -----------------
    Net Loss                                  $    (552,704)    $    (325,638)
                                            ================= =================


12. Contingencies and Legal Matters:

Fraudulent Misrepresentation

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 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.



                                       47
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

Disputed Payment and Contract Dispute

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.

13. Subsequent Event:

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.  See Note 10 above for  further
details.

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.


14. Substantial Doubt about the Company's Ability to Continue as a Going Concern
and Management's Plans:

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 $16,875,924
through July 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 believes it has secured sufficient capital to maintain its
          current operations for the year ending July 31, 2002, through the sale
          of $500,000 of common stock on July 31, 2001 and $500,000 on September
          12, 2001.

       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. The Company has  suspended  its  Roadbind(TM)operations  reducing  the
          funding requirements for that start-up operation.



                                       48
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(Notes to Consolidated Financial Statements Cont'd)

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.

15. Accumulated Other Comprehensive Loss

In 1998, the Company  adopted SFAS No. 130,  "Reporting  Comprehensive  Income,"
which  establishes  rules for the  reporting  of  comprehensive  income  and its
components. The main components of comprehensive loss that relate to the Company
are net earnings and valuation charges on marketable  securities,  each of which
is presented in the Consolidated Statement of Changes in Stockholders' Deficit.

Accumulated other comprehensive loss consist of the following components, net of
taxes:

                                                               2001        2000
                                                               ----        ----
          Valuation Charge on Marketable Securities         $      -    $      -
             Net change for the year                               -      96,250


There was no income tax benefit or expense associated with the net change in the
valuation charge on marketable securities.


















                                       49
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB




                  Report of Predecessor Independent Accountants


To the Board of Directors and Stockholders
Natural Solutions Corporation:


In our opinion, the accompanying  consolidated balance sheet as of July 31, 2000
and the related  consolidated  statements of operations and comprehensive  loss,
cash flows and stockholders'  deficit present fairly, in all material  respects,
the financial position of Natural Solutions at July 31, 2000, and the results of
its  operations  and its cash flows for the year then ended in  conformity  with
accounting principles generally accepted in the United States of America.  These
financial  statements are the  responsibility of the Company's  management;  our
responsibility  is to express an opinion on these financial  statements based on
our  audit.  We  conducted  our audit of these  statements  in  accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.  The financial statements of the Company as of
July 31, 1999 and for the year then  ended,  were  audited by other  independent
accountants  whose report dated September 2, 1999,  except for Note 14, which is
as of  December  3, 1999,  and except for Note 5, which is as of August 7, 2000,
expressed an  unqualified  opinion of those  statements.  The other  independent
accountants  expressed substantial doubt about the Company's ability to continue
as a going concern.

The accompanying 2000 financial  statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 14 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital deficiency,  and uncertainties  associated with unresolved
legal  matters that raise  substantial  doubt about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 14. The financial  statements do not include any adjustments  that might
result from the outcome of this uncertainty.




PricewaterhouseCoopers LLP
Virginia Beach, VA
October 6, 2000








                                       50
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Item 8.   Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

Prior to the fiscal  year  ending  July 31,  2001,  the  Company's  auditor  was
PricewaterhouseCoopers,       LLP,      Certified      Public       Accountants.
PricewaterhouseCooper's  report on the consolidated  financial statements of the
Company, for the fiscal year ended July 31, 2000 contained an opinion, which had
a  going  concern  qualification.  The  Company  has had no  disagreements  with
PricewaterhouseCoopers  LLP.  The Company  appointed  Goodman and Company LLP to
serve as its auditors on January 18, 2001. [See Form 8-K filed by the Company on
January 25, 2001.



                                    PART III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
                Compliance with Section 16(a) of the Exchange Act.


         (a)  Identification of Directors and Executive Officers

Dr. M. G. "Pat"  Robertson,  age 71, has served as  Chairman of the Board of the
Company  since  December 10, 1999. He serves for a three year term and until his
successor  is duly elected an  qualified.  Dr.  Robertson is an  internationally
known religious  broadcaster,  businessman,  educator,  and  philanthropist  and
former  candidate for the Presidential  nomination for the Republican  Party. He
has served as Chairman of the Board of The Christian  Broadcasting Network, Inc.
("CBN"),  a global  Christian  ministry,  since  January 1960,  Chief  Executive
Officer and  President of CBN from January 1960 to January 1987 and from January
1990 to September 1993, and Chief Executive  Officer of CBN from September 1993.
Dr.   Robertson   served  as  the  Chairman  and   controlling   shareholder  of
International Family Entertainment,  Inc., the owner of The Family Channel cable
television network, from 1989 until its sale to a subsidiary of News Corporation
in 1997.

Currently,  Dr. Robertson is also Chairman of Zhaodaola  Limited,  Freedom Gold,
Ltd., and CENCO Refining  Company and in addition to his role at CBN,  serves in
the nonprofit  world as Chancellor of Regent  University,  Chairman of Operation
Blessing  International  Relief and  Development,  and President of the American
Center for Law and Justice.

Lowell W. Morse, age 64, was named President of the Company in July 2001 and has
been a Board Member of the Company since November 9, 1999. At the Annual Meeting
of Shareholders on December 10, 1999, Mr. Morse was elected to a three-year term
as director. Mr. Morse has served as the chairman of Morse & Associates, Inc., a
real estate and investment management company since 1972. In addition, Mr. Morse
is the founder and has been the  Chairman of The Bagel  Basket,  Inc. a chain of
bagel  stores,  since  1993,  and is the  founder  and has been the  Chairman of
Cypress Ventures,  Inc. a real estate development company, since 1989. Mr. Morse
has also  served  as the  former  Chairman  of the Board of  Trustees  of Regent
University,  and is a director  of Comerica  California,  Inc. a  subsidiary  of
Comerica,  Inc. a



                                       51
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


publicly traded bank holding company. Mr. Morse is also a member of the board of
directors of Christianity.com, Inc. and Zhaodaola Limited.

Michael Klansek,  age 45, was named as Chief Financial Officer of the Company in
December 1999.  From 1997, Mr. Klansek has held the position of Chief  Financial
Officer of Robertson Asset  Management,  an investment  management  organization
owned by Dr.  Robertson.  From  1987 to 1996,  he held  the  positions  of Chief
Financial  officer and Corporate  Controller for Oster  Communications,  Inc., a
publishing and communications  concern.  From college to 1987, Mr. Klansek spent
nine years at KPMG Peat Marwick,  an  international  accounting  and  consulting
firm.

Louis A. Isakoff,  age 46, has been a director of Zhaodaola  Limited since april
2000. He is an attorney employed by Robertson Asset  Management,  Inc. a company
owned by Dr.  Robertson.  Prior to that, Mr. Isakoff was senior vice  president,
secretary  and a  member  of the  board of  directors  of  International  Family
Entertainment, Inc. from 1990 to 1997.

J. Nelson  Happy,  age 57, was a member of the Board of Directors of the Company
from April 8, 1998 until a leave of absence  beginning  June 30, 1998 and ending
August, 1999. At the December 10, 1999 Annual Shareholder Meeting, Mr. Happy was
re-elected to a three-year term as director. Since 1998, Mr. Happy has served as
the Chief Executive Officer of Cenco Refining Company,  Inc. located in Santa Fe
Springs,  California.  From 1993 to 1999,  Mr.  Happy was Dean and  Professor of
Regent University School of Law (Regent). Prior to his position with Regent, Mr.
Happy  practiced  business  and civil  litigation  law.  He has  lectured at the
University of Kansas and has been a faculty member at the National  Institute of
Trial Advocacy at Northwestern  University in Chicago.  He is a national faculty
member of the West Bar Review.  He has been an attorney  since 1967 and has been
an executive officer and director of numerous business  enterprises in a variety
of industries. Mr. Happy is a graduate of Columbia University Law School and has
an undergraduate degree in communications from Syracuse University.

Robert E. Freer, Jr., age 59, has been a Board Member of the Company since April
8, 1998.  On November 12, 1998,  Mr. Freer was  re-elected as director to a term
ending in November  2000.  Mr.  Freer has been a director  of the Company  since
April  1998.  He is Vice  President,  General  Counsel  and  Secretary  of SACOO
Technology  Holdings,  Inc.  Previously,  he was an attorney  and an officer and
director of the  Washington,  D.C. law firm of Baise,  Miller & Freer P.C.,  and
practiced with the firm's  predecessor  organization  since 1995. Mr. Freer is a
Registered  Investment  Advisor and a Managing  Director of Monticello  Capital,
Ltd., and Black Hawk Bermuda,  Ltd. Prior to entering private law practice,  Mr.
Freer served in several senior level  positions at the Federal Trade  Commission
and the U.S.  Department of Transportation.  For almost ten years, Mr. Freer was
Vice President and Washington Counsel for Kimberly Clark  Corporation,  where he
was also General  Counsel in Roswell,  Georgia from 1983 to 1984.  Mr. Freer was
appointed by President Reagan as a member of the President's Commission on White
House  Fellowships,  served as one of the founders and the first General Counsel
of the Republican National Lawyers  Association,  National Chairman of Corporate
Counsel for  Reagan-Bush  1984, and was Assistant  General  Counsel of the 1988,
1992,  and 1996  Republican



                                       52
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Conventions.  Mr. Freer is a graduate of Princeton University and the University
of Virginia Law School.

J. Carter Beese, Jr., age 44, has been a Board Member of the Company since April
8, 1998.  On  November  12,  1998,  Mr.  Beese was  re-elected  to a term ending
November 2001. Mr. Beese joined Riggs & Co. in 1998, and is currently  President
of Riggs Capital  Partners an investment  division of Riggs  National Bank and a
Vice Chairman of Riggs & Co. Prior to joining  Riggs Capital  Partners Mr. Reese
was Managing  Director of the Global  Banking Group at BT Alex Brown.  Mr. Beese
was with BT Alex Brown from 1995 to 1997.  In 1992,  Mr. Beese was  nominated by
President  Bush  to be a  Commissioner  of  the  U.S.  Securities  and  Exchange
Commission (SEC).  Upon confirmation Mr. Beese served as SEC Commissioner  until
1996.  Prior to joining the SEC,  Beese was a partner at Alex Brown & Sons,  the
oldest  investment  banking firm in the United  States.  In 1990,  Mr. Beese was
appointed as a Director of the Overseas Private Investment  Corporation  (OPIC).
Currently, Mr. Beese serves as Senior Advisor to the Washington based Center for
Strategic and International  Studies (CSIS), a non-partisan  think tank that has
been at the forefront of shaping  public policy for over 30 years.  In addition,
he is involved with the World Economic Forum,  the Council on Foreign  Relations
and serves on the Boards of various public and private  institutions,  including
Internet Securities, China.com and Aether Systems, Inc.



         (b)  Identify Significant Employees.

Not Applicable.



         (c)  Family Relationships.

There  are no family  relationships  among  directors,  executive  officers,  or
persons  nominated  or chosen by the  issuer to become  directors  or  executive
officers.



         (d)  Involvement in Certain Legal Proceedings.

Not Applicable.



         (e)  Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  directors and executive  officers,  and any persons who own more than
10% of the  outstanding  shares of Common Stock, to file with the Securities and
Exchange  Commission  ("SEC")  reports of ownership  and changes in ownership of
Common Stock.  Officers and directors are required by SEC regulations to furnish
the Company  with  copies of all Section  16(a)  reports  that they file.  Based
solely on review of the  copies of such  reports  furnished  to the  Company  or
written representation that no other reports were required, the Company believes
that,  during  fiscal  year



                                       53
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


2001,  all filing  requirements  applicable to its officers and  directors  were
complied with, except for the following:

Jimmy W. Foshee,  a former  executive  officer,  Louis A. Isakoff,  an executive
officer,  Michael D.  Klansek,  an  executive  officer,  and Lowell W. Morse,  a
director and executive officer, each inadvertently filed late a report on Form 3
in February  2001. J. Carter Beese,  Jr. and J. Nelson  Happy,  directors,  each
inadvertently filed late a report on Form 3 in March 2001. J. Carter Beese, Jr.,
director,  inadvertently  filed  late a report on Form 4  covering  the grant of
options in February  1999 and October  1999.  Robert E. Freer,  Jr., a director,
inadvertently  filed late  reports  on Form 4  covering  the grant of options in
October 1999 and the purchase of shares of Common  Stock in September  2000.  J.
Nelson Happy, director, inadvertently filed late a report on Form 4 covering the
grant of options in August 1999. M.G. Robertson, a director, wlll be filing late
an amended  report on Form 3 in October  2001 and a report on Form 4 amending an
earlier  report  covering the purchase of shares of Common Stock in August 1999.
Dr. Robertson also inadvertently filed late a report on Form 4 covering the sale
of shares of Common Stock in December 1999.



Item 10.  Executive Compensation.

Directors' Compensation

The Company does not have a fixed policy for  compensating  its directors.  Each
director  is  reimbursed  for  certain  expenses  incurred  in  connection  with
attendance at Board and committee meetings.

Effective  November 11, 1998, the Company adopted the 1999 Employee Stock Option
Plan. The maximum  aggregate number of shares of Common Stock that may be issued
pursuant to the 1999  Employee  Stock Option Plan is  1,500,000.  During  fiscal
years 2000 and 2001,  certain  directors  received stock option grants under the
1999  Employee   Stock  Option  Plan  totaling   100,000  and  200,000   shares,
respectively.  The exercise price of stock options  granted is equal to the fair
market  value of the Common  Stock on the date of grant.  Each option is granted
for a term of ten  years  and is first  exercisable  on the date of grant of the
option.

Options  granted under the 1999  Employee  Stock Option Plan may be exercised in
whole or in part at any time upon payment by the optionee of the exercise  price
in cash. In addition,  the Company will  cooperate in a cashless  exercise of an
option upon the request of a participant.












                                       54
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


Officers' Compensation

--------------------------------------------------------------------------------
                           SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
                                                   Annual          Long-Term
                                                Compensation     Compensation
--------------------------------------------------------------------------------
                                                                  Securities
                                   Year Ended                     Underlying
    Name and Principal Position     July 31,     Salary ($)    Options/SARS (#)
--------------------------------------------------------------------------------
Dr. M. G. Robertson, Chairman         1999       $       -                  -
                                      2000       $       -                  -
                                      2001       $       -                  -
--------------------------------------------------------------------------------
Lowell W. Morse, President (1)        2001       $       -         2,000,000 (2)
--------------------------------------------------------------------------------
                                      2000       $  68,750
Jim W. Foshee, President (1)          2001       $ 116,497           300,000 (3)
--------------------------------------------------------------------------------


(1) Mr.  Foshee's  employment  began in November  1999. In July 2001, Mr. Foshee
resigned as President of the Company and the  directors  appointed  Mr. Morse as
his replacement.

(2) On July 25, 2001,  the  directors  approved  the issuance of employee  stock
options to Mr. Morse totaling  2,000,000 shares.  The grant of these options was
made under the  Company's  2001  Employee  Stock Option Plan.  The 2001 Employee
Stock Option Plan will be submitted to a vote by the  shareholders at the annual
meeting of the shareholders to be held in December 2001.

(3) The  options  were  granted  on  October  1,  2000 and  vested  33% per year
commencing  on November 22, 1999,  the date of Mr.  Foshee's  hire.  Mr.  Foshee
resigned in July 2001,  forfeiting 200,000 of unvested shares. The vested shares
will expire, if not exercised 90 days after the date of his resignation.

Employment Agreement

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 2,000,000 stock options,
which vest over the first two years of his  employment.  [See Part III, Item 13,
Exhibit 10.13]


Stock Options

The following table contains  information  concerning grants of stock options to
the executive officers named in the Summary Compensation Table during the fiscal
year ended July 31, 2001.
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
                        Option Grants In Last Fiscal Year
                               (Individual Grants)
-------------------------------------------------------------------------------------------
                                              Percent of
                                            Total Options
                     Number of Securities     Granted to
                      Underlying Options     Employees in   Exercise or Base   Expiration
Name                        Granted          Fiscal Year      Price ($/Sh)        Date
-------------------------------------------------------------------------------------------
<S>                        <C>                  <C>              <C>             <C>  <C>
Lowell W. Morse (1)        100,000              10.3%            $ 0.34          1/18/11
-------------------------------------------------------------------------------------------
Lowell W. Morse (2)      2,000,000               (2)               (2)             (2)
-------------------------------------------------------------------------------------------
Jim W. Foshee (3)          300,000              30.9%            $ 0.35          10/1/10
-------------------------------------------------------------------------------------------
</TABLE>



                                       55
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


(1) The options  were  granted on January 18, 2001 and were fully  vested on the
date of the grant.

(2) On July 25, 2001,  the  directors  approved  the issuance of employee  stock
options to Mr. Morse totaling  2,000,000 shares.  The grant of these options was
made under the  Company's  2001  Employee  Stock Option Plan.  The 2001 Employee
Stock Option Plan will be submitted to a vote by the  shareholders at the annual
meeting of the shareholders to be held in December 2001.

(3) The  options  were  granted  on  October  1,  2000 and  vested  33% per year
commencing  on November 22, 1999,  the date of Mr.  Foshee's  hire.  Mr.  Foshee
resigned in July 2001,  forfeiting 200,000 of unvested shares. The vested shares
will expire, if not exercised 90 days after the date of his resignation.

Option Exercises and Holdings

None of the executive officers named in the Summary Compensation Table exercised
options  during the fiscal year ended July 31, 2001.  The  following  table sets
forth  information  with respect to the value of all  unexercised  stock options
held by such officers as of the end of the fiscal year.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                              Fiscal Year End Option Values
--------------------------------------------------------------------------------------------
                            Number of Securities Underlying  Value of Unexercised In-the-
                             Unexercised Options at Fiscal   Money Options at Fiscal Year
                                       Year End                         End (1)
                           -----------------------------------------------------------------
            Name              Exercisable    Unexerciseable   Exercisable   Unexerciseable
--------------------------------------------------------------------------------------------
<S>                             <C>                    <C>    <C>             <C>
 Lowell W. Morse                100,000                -      $    3,000      $       -
--------------------------------------------------------------------------------------------
 Jim W. Foshee (2)              100,000                -      $    4,000      $       -
--------------------------------------------------------------------------------------------
</TABLE>








(1) The value of the  unexercised  options at fiscal year end is  calculated  by
determining the difference  between the fair market value of the Common Stock on
July 31, 2001 and the exercise  price of such  options.  The average of the high
and low sales  prices of the Common Stock of the Company on the last trading day
prior to July 31, 2001, as reported by Morningstar.Com was $0.38.

(2) The  options  were  granted  on  October  1,  2000 and  vested  33% per year
commencing  on November 22, 1999,  the date of Mr.  Foshee's  hire.  Mr.  Foshee
resigned in July 2001,  forfeiting 200,000 of unvested shares. The vested shares
will expire, if not exercised 90 days after the date of his resignation.



Item 11. Security Ownership of Certain Beneficial Owners and Management.

(a)  Security Ownership of Certain Beneficial Owners.

The  following  is  information  on any  person  or group who is known to be the
beneficial  owner of more than five percent of any class of the issuer's  voting
securities:



                                       56
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


  -----------------------------------------------------------------------------
    Title of Class     Name and Address of         Number of      Percent of
                         Beneficial Owner            Shares          Class
  -----------------------------------------------------------------------------
    Common Stock    Janke Family Vinasz Trust,
                       511 New Hope Road
                      Lahaska, PA 18938             4,889,000        19.77%*
  -----------------------------------------------------------------------------
    Common Stock    Dr. M. G. "Pat" Robertson,     25,062,946 (1)   68.63%**
                           Chairman
                    977 Centerville Turnpike,
                    Virginia Beach, VA 23463
  -----------------------------------------------------------------------------

* Based on 24,734,873 shares of Common Stock outstanding on September 30, 2001.

**Based on  36,522,286  fully  diluted  shares of Common  Stock  outstanding  on
September  30, 2001.  Fully diluted  shares are  calculated by adding all of the
outstanding  shares  of  common  stock  and  all  of the  vested  "In-the-Money"
convertible debentures, and stock warrants for Dr. Robertson.

 (1) Included in the total shares owned by Dr.  Robertson are 13,275,533  shares
owned directly, a right to convert the $750,000,  $250,000,  $350,000, $435,000,
and  $100,000  debentures  plus  accrued  interest  at $0.25 per share  totaling
8,787,413  common shares,  expiring on August 31, 2003, June 1, 2005,  August 1,
2005, September 1, 2005, and November 11, 2005, respectively.  Also, included in
the total shares owned by Dr.  Robertson is an option to exercise stock warrants
to  purchase  an  additional  3,000,000  shares of the  Company's  common  stock
exercisable at $.25 a share and expiring on June 1, 2005. As of the date of this
filing these warrants have not been exercised.



(b)  Security Ownership of Management.

For directors and executive officers:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                                                Amount and
                                                                Nature of
  Title of                 Name and Address of                  Beneficial       Percent of
    Class                   Beneficial Owner                       Owner            Class
----------------------------------------------------------------------------------------------
<S>              <C>                                            <C>               <C>
                    Dr. M. G. "Pat" Robertson, Chairman         24,918,562        68.63%
   Common               977 Centerville Turnpike
   Stock               Virginia Beach, VA 23463 (1)
---------------------------------------------------------------------------------------------
                 Lowell W. Morse, President and Director
   Common             100 Volvo Parkway, Suite 200
   Stock                Chesapeake, VA 23320 (2)                   250,000          **
--------------------------------------------------------------------------------------------
                       Jimmy W. Foshee, President
   Common             100 Volvo Parkway, Suite 200
   Stock                 Chesapeake, VA 23320 (3)                  100,000          **
---------------------------------------------------------------------------------------------
                       J. Nelson Happy, Director
   Common            100 Volvo Parkway, Suite 200
   Stock                 Chesapeake, VA 23320                       15,000          **
---------------------------------------------------------------------------------------------
                      Robert E. Freer, Director
   Common            100 Volvo Parkway, Suite 200
   Stock                Chesapeake, VA 23320 (4)                   172,500          **
----------------------------------------------------------------------------------------------
</TABLE>



                                       57
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
<S>              <C>                                               <C>          <C>
                       J. Carter Beese, Director                   150,000          **
   Common            100 Volvo Parkway, Suite 200
   Stock               Chesapeake, VA 23320 (5)
----------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------
   Common        Total Directors & Executive Officers at
   Stock           September 30, 2001 (7 Individuals)           25,756,062      69.43%*
----------------------------------------------------------------------------------------------
</TABLE>

* Based on 37,072,286  fully diluted  shares  outstanding on September 30, 2001.
Fully diluted shares are calculated by adding all of the  outstanding  shares of
common stock and all of the vested  "In-the-Money"  stock  options,  convertible
debentures, and stock warrants for all directors and executive officers.

** The beneficial  ownership is less then 1% of the total shares  outstanding on
September 30, 2001


(1) Included in the total shares owned by Dr.  Robertson are  13,275,533  shares
owned directly, a right to convert the $750,000,  $250,000,  $350,000, $435,000,
and  $100,000  debentures  plus  accrued  interest  at $0.25 per share  totaling
8,787,413  common shares,  expiring on August 31, 2003, June 1, 2005,  August 1,
2005, September 1, 2005, and November 11, 2005, respectively.  Also, included in
the total shares owned by Dr.  Robertson is an option to exercise stock warrants
to  purchase  an  additional  3,000,000  shares of the  Company's  common  stock
exercisable at $.25 a share and expiring on June 1, 2005. As of the date of this
filing these warrants have not been exercised.

(2) Includes 100,000 shares of fully vested stock options.

(3) The  options  were  granted  on  October  1,  2000 and  vested  33% per year
commencing  on November 22, 1999,  the date of Mr.  Foshee's  hire.  Mr.  Foshee
resigned in July 2001,  forfeiting 200,000 of unvested shares. The vested shares
will expire, if not exercised 90 days after the date of his resignation.

(4) Includes 145,000 shares of fully vested stock options,  of which, 50,000 are
"In-the-Money".

(5) Includes 150,000 shares of fully vested stock options,  of which, 50,000 are
"In-the-Money".



Item 12.  Certain Relationships and Related Transactions.

The  Company  believes  that  the  terms  of the  transactions  provided  in the
remainder  of this  section are at least as  favorable  as those that could have
been secured in an arm's length transaction.

1.     On August 11, 1999, the Company  borrowed  $750,000 from Dr. Robertson in
the form of a  convertible  debenture  bearing  interest  at 10% per  annum  and
maturing on August 11, 2001.  Prior to repayment,  the principal and accrued and
unpaid interest was originally  convertible into the Company's common stock at a
price of $0.75  per  share.  The  debenture  includes  two  detachable  warrants
entitling  the holder to purchase up to three  million  shares of the  Company's
common stock at a price of $0.75 per share.  On June 1, 2000,  the warrants were
cancelled and replaced by Warrant W-3A,  for three million shares at an exercise
price of $0.25 per share, and the conversion price on the convertible  debenture
was reduced to $0.25 per share. Warrant W-3A expires on May 15, 2005.

2.     On October 31, 1999, the Company sold four million shares of common stock
to Dr.  Robertson for $1 million.  As a part of the  transaction,  Dr. Robertson
acquired,  among  other  rights,  the  right to name up to three of seven of the
directors of the Company.  Dr.  Robertson  was elected  Chairman of the Board of
Directors subsequent to this transaction.



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<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


3.     On June 1, 2000 Dr. Robertson invested an additional $250,000 in the form
of a convertible  debenture  bearing interest at 10%,  maturing on June 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 condition  of the
debenture,  the  Company  amended  the  terms  of  the  $750,000  debenture  and
detachable  warrants,  dated August 11,  1999,  reducing the price from $0.75 to
$0.25 per common share and secured the debenture with the assets of the Company.

4.     On July 31, 2000 Dr.  Robertson  invested an  additional  $350,000 in the
form of a convertible  debenture  bearing interest at 10%,  maturing on July 31,
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.

5.     On August 31, 2000 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.

6.     On November 10, 2000 Dr. Robertson invested an additional $100,000 in the
form of a convertible  debenture  bearing interest at 10%,  maturing on November
11, 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.

7.     In May of 2000,  the Company began seeking to raise a total of $3,135,000
in debt and  equity to  finance  its  current  operational  plans and expand its
sales,  marketing,   and  distribution  networks.  Dr.  Robertson  has  invested
$1,135,000  of these  funds  through  convertible  debentures,  including  those
discussed in the paragraphs immediately above. As of July 31, 2001, 7,000 shares
of preferred stock were issued and  outstanding,  which were sold for a total of
$750,000.  Dividends  of $5,537 were paid as of January 1, 2001.  As of July 31,
2001,  the  preferred  stock had earned and unpaid  dividends  of  $32,592.  The
ultimate outcome of the offering has not been determined.



Item 13.  Exhibits, List and Reports on Form 8-K.

       (a)    Exhibits

The  following  documents  are  exhibits  to  this  Form  10-KSB.  Each  one  is
incorporated  by reference to the earlier  filing by the Company,  to the extent
indicated.

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

3.1          Articles of Incorporation Natural Solutions Corporation  (formerly,
             Ice Ban  America,  Inc.)  August 14, 1996 (See Form 10-SB,  Exhibit
             3.(i).1)

3.2          Natural Solutions Corporation  (formerly,  Ice Ban America,  Inc.),
             Amendment to the Articles of Incorporation  dated November 11, 1998
             (See Form 10-SB, Exhibit 3.(i).4)



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<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


3.3          Certificate  of  Amendment  to the  Articles  of  Incorporation  of
             Natural Solutions  Corporation  (formerly,  Ice Ban America,  Inc.)
             dated December 2, 1998 (See Form 10-SB, Exhibit 3.(i).5)

3.4          Natural Solutions  Corporation  (formerly,  Ice Ban America,  Inc.)
             By-Laws dated August 14, 1997 (See Form 10-SB, Exhibit 3.(ii).1)

10.1         Terminal and  Trans-loading  Agreement  between  Natural  Solutions
             Corporation  and Na-Churs  Plant Food Company dated August 14, 1999
             (See Form 10-SB, Exhibit 10.14)

10.2         Terminal and  Trans-loading  Agreement  between  Natural  Solutions
             Corporation  and  Steuben  Co-Op  dated  October 14, 1999 (See Form
             10-SB, Exhibit 10.17)

10.3         Storage  agreement   between  Natural  Solutions   Corporation  and
             Sweetners Plus dated May 30, 1997 (See Form 10-SB, Exhibit 10.18)

10.4         Railcar  lease  and  service  contract  between  Natural  Solutions
             Corporation  and  Transmatrix,  Inc. dated August 1, 1997 (See Form
             10-SB, Exhibit 10.19)

10.5         Highway  Innovative  Technology  Evaluation  Center  (HITEC) Report
             (Hard Copy Provided Separately (See Form 10-SB, Exhibit 10.24)

10.6         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued  June 1,  2000 (See Form 8-K filed on June 20,
             2000)

10.7         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued July 31, 2000 (See Form 8-K filed on August 9,
             2000)

10.8         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued  August  31,  2000  (See  Form  8-K  filed  on
             September 8, 2000)

10.9         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued  November  10,  2000  (See  Form 8-K  filed on
             November 17, 2000)

10.10        Report of  Predecessor  Accountants  (See Form 8-K filed on January
             24, 2001)

10.11        Supply Agreement between Natural Solutions  Corporation and Penford
             Products Company dated April 6, 2001 (See Form 8-K filed on May 11,
             2001)

10.12        Product   Specification    Addendum   between   Natural   Solutions
             Corporation  and Penford  Products  Company  dated May 4, 2001 (See
             Form 8-K filed on May 11, 2001)

10.13        Employment  Contract between Lowell W. Morse and Natural  Solutions
             Corporation dated August 1, 2001.

10.14        Storage agreement between Natural Solutions Corporation and Westway
             Terminal Company, Inc. dated August 1, 2001

21.1         List of Subsidiaries



                                       60
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


       (b)    Reports on Form 8-K

On May 11, 2001, the Company filed a Current Report on From 8-K, which announced
under Item 5, that the Company entered into an exclusive  supply  agreement with
Penford  Products Company who will provide a series of products from their Cedar
Rapids, Iowa production facility.



                                   SIGNATURES



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

                                   Natural Solutions Corporation
                                           (Registrant)


Date: October 29, 2001              By: /s/ Lowell W. Morse
                                        ----------------------------------------
                                        Lowell W. Morse, President and Director


Date: October 29, 2001              By: /s/ Michael Klansek
                                        ----------------------------------------
                                        Michael Klansek, Chief Financial Officer


Date: October 29, 2001              By: /s/ M.G. Robertson
                                        ----------------------------------------
                                        M.G. Robertson, Chairman


Date: October 29, 2001              By: /s/ J. Nelson Happy
                                        ----------------------------------------
                                        J. Nelson Happy, Director


Date: October 29, 2001              By: /s/ J. Carter Beese
                                        ----------------------------------------
                                        J. Carter Beese, Director


Date: October 29, 2001              By: /s/ Robert E. Freer
                                        ----------------------------------------
                                        Robert E. Freer, Director




                                       61
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


                                LIST OF EXHIBITS

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

3.1          Articles of Incorporation Natural Solutions Corporation  (formerly,
             Ice Ban  America,  Inc.)  August 14, 1996 (See Form 10-SB,  Exhibit
             3.(i).1)

3.2          Natural Solutions Corporation  (formerly,  Ice Ban America,  Inc.),
             Amendment to the Articles of Incorporation  dated November 11, 1998
             (See Form 10-SB, Exhibit 3.(i).4)

3.3          Certificate  of  Amendment  to the  Articles  of  Incorporation  of
             Natural Solutions  Corporation  (formerly,  Ice Ban America,  Inc.)
             dated December 2, 1998 (See Form 10-SB, Exhibit 3.(i).5)

3.4          Natural Solutions  Corporation  (formerly,  Ice Ban America,  Inc.)
             By-Laws dated August 14, 1997 (See Form 10-SB, Exhibit 3.(ii).1)

10.1         Terminal and  Trans-loading  Agreement  between  Natural  Solutions
             Corporation  and Na-Churs  Plant Food Company dated August 14, 1999
             (See Form 10-SB, Exhibit 10.14)

10.2         Terminal and  Trans-loading  Agreement  between  Natural  Solutions
             Corporation  and  Steuben  Co-Op  dated  October 14, 1999 (See Form
             10-SB, Exhibit 10.17)

10.3         Storage  agreement   between  Natural  Solutions   Corporation  and
             Sweetners Plus dated May 30, 1997 (See Form 10-SB, Exhibit 10.18)

10.4         Railcar  lease  and  service  contract  between  Natural  Solutions
             Corporation  and  Transmatrix,  Inc. dated August 1, 1997 (See Form
             10-SB, Exhibit 10.19)

10.5         Highway  Innovative  Technology  Evaluation  Center  (HITEC) Report
             (Hard Copy Provided Separately (See Form 10-SB, Exhibit 10.24)

10.6         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued  June 1,  2000 (See Form 8-K filed on June 20,
             2000)

10.7         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued July 31, 2000 (See Form 8-K filed on August 9,
             2000)

10.8         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued  August  31,  2000  (See  Form  8-K  filed  on
             September 8, 2000)

10.9         Convertible  Debenture between M.G. Robertson and Natural Solutions
             Corporation,  Issued  November  10,  2000  (See  Form 8-K  filed on
             November 17, 2000)

10.10        Report of  Predecessor  Accountants  (See Form 8-K filed on January
             24, 2001)

10.11        Supply Agreement between Natural Solutions  Corporation and Penford
             Products Company dated April 6, 2001 (See Form 8-K filed on May 11,
             2001)



                                       62
<PAGE>

NATURAL SOLUTIONS CORPORATION                                             10-KSB


10.12        Product   Specification    Addendum   between   Natural   Solutions
             Corporation  and Penford  Products  Company  dated May 4, 2001 (See
             Form 8-K filed on May 11, 2001)

10.13        Employment  Contract between Lowell W. Morse and Natural  Solutions
             Corporation dated August 1, 2001.

10.14        Storage agreement between Natural Solutions Corporation and Westway
             Terminal Company, Inc. dated August 1, 2001

21.1         List of Subsidiaries



























                                       63