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, 2000

[_]  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
incorporation or organization)                         Identification No.)

    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)

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


<PAGE>



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  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 [X]

The Registrant's revenue for the fiscal year ended July 31, 2000. $1,613,076

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, 2000 was $2,098,606 (for purposes of the foregoing calculation only, each of
the registrant's officers and directors is deemed to be an affiliate).

There were 20,026,540 shares of the registrant's  common stock outstanding as of
July 31, 2000.

 DOCUMENTS INCORPORATED BY REFERENCE:            None

          Transitional Small Business Disclosure Format: Yes [ ] No [X]






<PAGE>



                            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>



                                     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

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 "NSC" or the "Company").  NSC 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 December 24, 1996, NSC's common stock
first began trading on the NASD Over-the-Counter  (OTC) Bulletin Board under the
stock symbol "ICEB" (OTC BB:ICEB).  Pursuant to Rule 6530 adopted by NASDAQ, the
Company  filed  Form  10-SB on  November  17,  1999 in  order to  become a fully
reporting  company in accordance  with the  Securities  Exchange Act of 1934. On
November 19, 1999, the Company's  stock symbol  changed to "ICEBE".  On December
14,  1999,  the  Company's  stock  symbol  was  removed  from  the OTC BB and is
presently listed on the Over-the-Counter  Pink Sheets (OTC PS). NSC has retained
"ICEB" as its stock symbol.

The SEC informed the Company on October 11, 2000 that the  Company's  Form 10-SB
had been declared effective. The Company has begun taking steps toward returning
to the OTC BB.



<PAGE>



NSC'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.

On August  31,  1996,  NSC  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 NSC'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 NSC entered  into an  addendum to their  previous
agreement,  whereby  NSC  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 now markets  this  product  under the  trademarked  brand RB
ULTRA(TM).  ICE BAN(R) and RB ULTRA(TM) are the primary  products 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.
[See Part III, Item 12, Certain Relationships and Related Transactions.]

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  uses 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, 2000
represent 65,966 shares or 0.21% of the issued and outstanding  capital stock of
the Company on a fully  diluted  basis.  The amount of raw material  supplied by
Minnesota Processors was derived from a formula based on the market value of the
product and the price of the Company's stock at the time of shipment, based upon
a formula agreed to between the Company and Minnesota  Processors.  The contract
provided:  (1)  Minnesota  Processors  agreed to  conduct  laboratory  and field
testing of ICE BAN(R),  (2) Minnesota  Processors agreed to use its resources to
promote further  development of ICE BAN(R),  (3) Minnesota  Processors agreed to
provide tankage and distribution as well as sales and service in its market, (4)
Minnesota Processors agreed to confidentiality and non-compete  provisions,  (5)
the Company granted Minnesota Processors an option to purchase an additional one
million one- hundred seventy  thousand  (1,170,000)  shares on the same terms as
previously  agreed  to, and (6) NSC  granted  Minnesota  Processors  pre-emptive
rights to  maintain a 15% stake in the  Company.  The  Company  relied  upon the
exemption from registration provided by ss.4(2) of the Act and Rule


<PAGE>



506 of Regulation D ("Rule 506"),  promulgated  thereunder,  andss.80A.15 (Subd.
2)(h) of the Minnesota Code. This agreement was superceded by a supply agreement
on October 19, 1999.

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, 2000 represent 4.2% 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 0.33% of the issued
and outstanding capital stock of the Company.  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.  The Company relied
upon the  exemption  from  registration  provided by ss.4(2) of the Act and Rule
506.

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. The Company now uses
the trademarked name RB ULTRA(TM).

On July 7,  1998,  the  Company  formed a  separate  corporation  named  Natural
Solutions  Corporation with the purpose of changing the name of the Company from
Ice Ban  America,  Inc.  to  Natural  Solutions  Corporation.  The newly  formed
corporation's name was changed to Ice Ban America,  Inc. on December 7, 1998 and
on that date the Company changed its name to Natural Solutions Corporation.  The
new name was adopted to better  describe the Company's  commitment to developing
and marketing  environmentally  friendly  product.  The Company believes the new
name is more suggestive of the year round nature of the Company's operations. As
a result  of these  events,  NSC has a wholly  owned  subsidiary  named  Ice Ban
America, Inc. ("IBA").
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.


<PAGE>



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).

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.  In  addition,  the Company is the  exclusive  U.S.  licensee of
certain pending IBUSA U.S. patent applications.  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 logos.  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.

         (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 the  environmentally  friendly  road  stabilization  and dust
control products currently marketed under the RB ULTRA(TM) brand.

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).  The Company also acquired  through
acquisition of IBNY rights to the product  TEMBIND(R),  which the Company brands
as RB ULTRA(TM) Products.




<PAGE>



ICE BAN(R)

ICE BAN(R) is produced from the concentrated  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 ($932 in 1997  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, 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. NSC'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.

The Civil  Engineers  has another  evaluation  council  named the  Environmental
Technology   Evaluation   Center   ("Environmental   Center"),   which  conducts
environmental  evaluations.  The ICE  BAN(R)product  was  selected  by the Civil
Engineers  to  be  the  first  full-scale   environmental  evaluation  that  the
Environmental  Center  conducted.  The results of this  evaluation  are pending.
[See: Part III. Index to Exhibits.  Item 10.24 Testing Consent Letters and HITEC
Test Results]


<PAGE>



The Company  believes that ICE BAN(R) provides the first  economical and readily
available replacement for chloride salt 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,  vehicles and the environment. [See: HITEC,
Technical  Evaluation Report,  Summary of Evaluation Findings For The Testing Of
ICE BAN(R),  Chapter 4, Summary and Conclusions,  Index to Exhibits.] 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, Technical Evaluation Report, Summary of Evaluation Findings For The
Testing of ICE BAN(R), Chapter 4, Summary and Conclusions, Index to Exhibits.]

ICE  BAN(R)  users  have  reported  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, Technical
Evaluation Report, Summary of Evaluation Findings For The Testing Of ICE BAN(R),
Chapter 4, Summary and Conclusions, Index to Exhibits.]

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,  Technical  Evaluation  Report,  Summary of  Evaluation  Findings For The
Testing of ICE BAN(R), Chapter 4, Summary and Conclusions, Index to Exhibits.]


<PAGE>



Prior  to the  Company's  formation,  field  and  laboratory  testing  began  in
northwestern  New York in 1994. After testing,  limited  commercial use began in
January 1995.  Sales and testing  continued on a limited basis during the winter
season of 1995-1996 by the licensee for the product in upstate New York.  During
this period the licensee  obtained a Beneficial Use Determination for commercial
use in the State of New York.  This approval  required the monitoring of streams
in the use  areas for  runoff  concentrations  and  environmental  impacts.  The
negative  environmental impact was negligible or non-detectable.  Commercial use
was significantly  expanded in the New York State licensee area in the winter of
1996-1997.

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)  provides the
Company with a summer  season  business to balance the  Company's  winter season
snow and icing control business. This gives the Company the potential capability
to stabilize  earnings  and provide a revenue base over the entire  fiscal year.
The Company is thereby  attempting to manage its product portfolio to reduce any
seasonal cycles,  which subject revenues and potential  earnings to variables in
weather and climate conditions. The Company believes that the potential of these
Roadbind  products in the  marketplace  is exceptional in that the United States
has  approximately  four million  (4,000,000) miles of roads of which nearly one
million five hundred thousand (1,500,000) are unpaved (or thirty percent).

The Company believes that Roadbind products are  biodegradable,  environmentally
friendly, non- toxic, non-corrosive dust control and road stabilization products
for use in the  maintenance of unpaved  roads.  The product is primarily made of
lignosulfonates,  or  tree  glue,  which  is a co-  product  of the  papermaking
process.  Roadbind  product  increases  the  load-bearing  strength of roads and
soils,  and also  allows for  immediate  use of the road after  application  and
prevents washouts while increasing traction.

Roadbind  products  use lignin,  which is a natural  binder  found in plants and
trees. Lignin provides strength and rigidity.  Approximately  one-quarter of dry
wood is lignin. It is the second most prominent  component of the wood part of a
tree (cellulose is the first). Lignosulfonates have been used as a treatment for
unpaved roads since the 1920's and have been  effective;  Roadbind  products are
designed to maximize and augment these  lignosulfonate  properties.  The Company
has blended  lignin with other  environmentally  safe  proprietary  agricultural
additives.  This blended  product is then marketed under the RB ULTRA(TM)  brand
name.

The Company  believes that Roadbind  products,  when properly mixed and applied,
are more resilient,  durable, long lasting and more effective dust control agent
than  other  products  currently  on  the  market.  Roadbind  products  increase
load-bearing  ratios   approximately  two  to  three  times.  The  products  are
water-soluble  and are easily rinsed from  equipment and clothing.  However,  it
takes  heavy and  prolonged  rains and  traffic to  substantially  affect the RB
ULTRA(TM) treated surfaces.



<PAGE>



The  Company's  products coat dirt roads with an  adhesive-like  film that binds
particles  together  for a stronger  road  surface.  Water uptake by the roadbed
surface is also greatly reduced and the treated roadbed is less likely therefore
to be washed away by rain. Roadbind products can be used on all types of unpaved
roads  including  shell,  coquina,  limestone,  clay,  sand,  marl,  and gravel.
Roadbind  products  have  been used on  roadways,  airstrips,  helicopter  pads,
campgrounds,  parks,  racetracks,  parking areas,  nature  trails,  and even for
embankment stabilization.  The Company believes that its products are a safe and
economic alternative for road stabilization and dust control.

Distribution Methods

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

NSC's 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. NSC 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  originally  used ship as well as 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 job sites and storage  facilities.  This
strategy 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  are  primarily  sold  directly to
customers, of which municipalities  constitute the largest customer segment. The
Company  occasionally sells through  authorized  Company  distributors and other
non-affiliated distributors. The majority of the


<PAGE>



Company's  RB  ULTRA(TM)  products  are  stored in the State of  Florida.  Where
economical, additional products are purchased from a variety of suppliers.

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. [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 30-day  credit terms.
During the fiscal years ended 1998,  1999,  and 2000,  the Company paid $63,166,
$129,777, and $119,237, respectively, under the terms of this 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 calls 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.  During the fiscal years ended 1998,  1999,  and 2000,
the Company paid $213,201, $207,916, and $192,987, respectively, under the terms
of this contract.

On June 4, 1998, a "Lease" was entered into between 1194  Corporation,  of North
Palm Beach,  Florida,  and the Company for a three-year lease, from July 1, 1998
to June 30, 2001,  of property to be used for the sale and storage of materials.
These services are billed monthly in advance, at the rate of $716 per month.

On June 8, 1998,  a  "Commercial  Contract & Lease" was entered  into between R.
Conley,  Inc. and IBNY for the use and occupation of premises for storage (tank)
and  handling of product  commenced  on July 1, 1998 and  terminated  on July 1,
1999.

On August 25, 1998, a letter  arrangement was entered into Sears,  SEACO, and by
Jeffrey Johnson,  purportedly on behalf of the Company. NSC disputes whether Mr.
Johnson had authority to sign the letter. The arrangement  purportedly  provided
for Sears to purchase up to


<PAGE>



one and one-half million gallons  (1,500,000) of ICE BAN(R),  subject to certain
provisions  relating to resales to SEACO.  This agreement has recently  expired.
[See Part I Item 3. Legal Proceedings.]

On August 14,  1999,  a "Terminal &  Transloading  Agreement"  was entered  into
between NSC 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 NSC designated trucks or
tank cars and all the inventoried  materials will be owned by NSC. Na-Churs will
store the materials in storage tanks having a capacity of 110,000  gallons.  NSC
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.

On October 14,  1999,  a "Terminal &  Transloading  Agreement"  was entered into
between  NSC.  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 NSC designated  trucks or tank cars and all the inventoried
materials  will be owned by NSC.  Steuben  will store the  materials  in storage
tanks  having a capacity of 110,000  gallons.  NSC  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.

Status of any publicly announced new product or service

None

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.  NSC uses price, quality, and product performance,  as well
as related  technical  support  services,  to gain a  competitive  edge over its
competitors'  product  offerings.  NSC  further  seeks  to  achieve  competitive
advantages by using advertising,


<PAGE>



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
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 in
excess of twenty million  (20,000,000)  tons per annum.  This  translates into 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 salt  industry  currently  uses liquid  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 an mixture of water and a waste concentrate
of a molasses-based alcohol manufacturing procedure, which concentrated molasses
mixture is sold under the name


<PAGE>



"VINASZ".  The ICE BAN(R)  product and the testing  and  reliability  of the ICE
BAN(R) product is not based upon the VINASZ  patent.  NSC 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.]

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.

However,  the  Company's  road  stabilization  and  dust  control  products  are
effective  for year  round use in many  areas of the county and for six to eight
months in the areas, which experience ice and snow conditions. The Company plans
to aggressively market and sell dust control and stabilization products in order
to create a year-round  revenue base for the Company.  The Company acquired IBNY
in 1997, in part, to implement this plan.

RB ULTRA(TM) products'  principal  competition comes from other lignin products,
calcium chloride,  cold mix asphalt, and various polymers.  The Company recently
learned that three former  executives  of NSC have started a competing  business
providing   substantially  the  same  products  and  services  as  the  Company.
Management is in the process of  determining  the potential  impact on sales and
the  appropriate  response,  and  the  Company  has  filed  suit  against  these
executives  and  their  newly-established  company.  [See  Part I Item 3.  Legal
Proceedings.]

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 1999 and 2000,  the  Company  purchased  raw  materials  from
Minnesota  Processors  totaling  $252,304  and  $281,769,   respectively.  These
purchases  totaled  15.75% and  18.83% of total  Costs  Applicable  to Sales and
Revenues in 1999 and 2000, respectively. While Minnesota Processors had been the
Company's primary supplier of ICE BAN(R) source material,  the Company no longer
uses  Minnesota  Processors  or any other  single  entity as a sole  supplier of
material.  The Company is in the process of diversifying its supplier base. This
diversification   includes   using  various  supply  sources  to  enhance  NSC's
negotiating posture relative to each of its suppliers.

Prior to fiscal year ended 1999, the Company relied heavily upon Tembec, Inc. as
a source for its dust control  products and materials.  The Tembec  products are
made,  in  part,  of raw  materials  that  come  from  co-products  of the  wood
processing done by paper mills, including,  lignosulphonates, or tree glue. Used
as a binder for horse and cattle feed  products,  tree glue  contains no toxins,
which is in contrast to commonly  used chloride  salts and asphaltic  emulsions,
which  are  toxic.  Beginning  in  1999,  the  Company  purchased  only  limited
quantities  of raw  materials  from  Tembec,  Inc.  and  relied  principally  on
inventory on hand. It is the Company's belief that there are sufficient  sources
in both variety and quantity to ensure a reliable stream of raw material for the
foreseeable future.

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

Through  February  1999,  the Company was dependent on four major  customers who
purchased  in excess of 50% of the  Company's  total  sales.  These  four  major
customers were Sears, IMUS,  Mountain  Products,  Inc. [See Part I, Item 3 Legal
Proceedings], and Road-Way Solutions, Inc. who accounted for 12.0%, 24.6%, 6.1%,
9.7% of the Company's total sales in fiscal year ended 1999, respectively.  From
that point onward,  the Company revised its sales system reducing its dependence
on specific  customers and  established its own sales force and reduced the size
of new and existing distributor  territories.  The Company expects that federal,
state and municipal  governments  will be the largest  customer  segment for the
Company's ICE BAN(R) and Roadbind products.  The Company does not at the present
time depend on any one or a few major  customers for its product sales. In fact,
in fiscal  year  ended  2000,  the  Company  expects  to  service  more than 100
individual  customers  and no single  customer will  represent  more than 18% of
total sales.




<PAGE>



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 NSC'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


<PAGE>



composition  in a manner  that  helps to reduce  the  buildup of snow and ice on
roads, bridges and other outdoor surfaces.

(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.


<PAGE>





(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 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 NSC and
IBUSA. [See Part III, Item 12 "Certain  Relationships and Related  Transactions"
and Part III,  Item 9,  "Directors,  Executive  Officers,  Promoters and Control
Persons".]

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)."

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 NSC. 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 currently markets
its road binding and stabilization products under the trademark RB ULTRA(TM).


<PAGE>




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 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 NSC.  [See Part III,  Item 12.
"Recent  Sales  of  Unregistered  Securities"  and  Part  II,  Item 7.  "Certain
Relationships  and Related  Transactions".]  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 NSC on July 29, 1997 as a result of the  acquisition of IBNY by
NSC in 1997 and an  amendment to exclusive  license area  agreement  executed on
August  31,  1998,  between  NSC and  IBUSA.  [See Part III,  Item 12,  "Certain
Relationships  and  Related  Transactions"  and Part  III,  Item 9,  "Directors,
Executive Officers, Promoters and Control Persons".]

The August 31, 1996  contract  was  amended on August 31,  1998.  The  amendment
extended  NSC'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." [See Part III, Item 12 Certain Relationships and Related Transactions
and Part III,  Item 9,  Directors,  Executive  Officers,  Promoters  and Control
Persons.]

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.  NSC  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.  These standards
have been  implemented  in many of those states and certain  other states in the
eastern  half of the United  States.  In  preliminary  testing,  the Company has
determined that certain ICE BAN(R) product blends operate outside certain limits
set by these standards.  However,  state-by-state  waivers have been received by
the Company on an  as-needed  basis.  Accordingly,  the  Company  believes it is
currently in compliance with such laws and that such


<PAGE>



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. NSC'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 2001.  However,  outside entities and institutions may
be  conducting  such R&D in their own  interests.  The Company spent $34,959 and
$29,775 on outside laboratory work in fiscal years 2000 and 1999,  respectively.
If deemed in the best  interests of the Company then NSC may in the future cause
such further R&D to occur.

Environmental Laws

NSC's products are based upon natural ingredients from agricultural  processing.
The  Company's  strategic  focus  has  always  been to  promote  environmentally
friendly  products.  NSC  believes  that its ICE BAN(R)  products  and  Roadbind
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.  These standards
have been  implemented  in many of those states and certain  other states in the
eastern  half of the United  States.  In  preliminary  testing,  the Company has
determined that certain ICE BAN(R) product blends operate outside certain limits
set by these  standards.  To date,  state-by-state  waivers have received by the
Company on an as-needed basis. 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 NSC's  competition to a larger extent than it would harm the
Company.

NSC is subject to environmental  laws concerning safe water, air, and other more
stringent environmental  protection laws on the federal, state, and local level.
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, 2000, the Company employed  eighteen (18) employees,  ten (10) of
which are  salespersons.  The full time employees  receive annual salaries.  The
salespersons are


<PAGE>



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.

         (c) Reports to Security Holders.

The Company sends out annual reports to its  shareholders  that include  audited
financial  statements.  Under the rules of the SEC,  the  Company  became  fully
reporting on January 17, 2000.  The public may read and copy any  materials  the
Company files with SEC at the SEC's Public  Reference  Room at 450 Fifth Street,
NW Washington, D.C. 20549. The public may obtain information on the operation of
the Public  Reference Room by calling the SEC at 1-800-  SEC-0330.  The SEC also
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements,  and other information  regarding  issuers that file  electronically
with the SEC;  the  address of this site is  http://www.sec.gov.  The  Company's
Internet address is http://www.naturalsolutionscorp.com.

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 expired
on March 31, 2002. A replacement tenant was located and the Company was released
from this lease in September 2000.

On February 10,  1999,  a lease was entered into between  Anthony M. Massaro and
Lance J. Mark and Ice Ban America, Inc., for 547-a Main Street, Medina, New York
14103.  The premises are office spaces.  The term of the lease was twelve months
commencing  February 8, 1999. The annual rent is three thousand dollars ($3,000)
payable in monthly  installments of two hundred fifty dollars ($250). The office
in  Medina,  NY is  currently  not being  occupied  by the  Company  and  office
operations  there  were  halted in August  1999.  The  lease was  terminated  on
February 8, 2000.

On June 1, 1997,  IBNY agreed to lease  approximately  700 square feet of office
space at 12118 East Yates  Center  Road,  Lyndonville,  New York at one thousand
dollars  ($1,000)  per month.  The term  commenced  on June 1, 1997 and runs for
three (3) years,  with first option to renew after the initial term. Mr. Jeffrey
A.  Johnson was the owner of the property and lessor.  Mr.  Jeffrey  Johnson was
also a Senior  Vice-President,  Chief  Operating  Officer  and a Director of the
Company at the time. [See Part III, Item 12. "Certain  Relationships and Related
Transactions".]


<PAGE>



On July 1, 1998,  an addendum to the lease was  executed  and an increase in the
monthly rent to one thousand  thirty-five  dollars ($1,035) commenced on July 1,
1998 due to installation of central air  conditioning.  On February 2, 1999, the
Company entered into an "Exclusive  Right to Lease Contract" with Jeanne Whipple
Realty  concerning  the  property  located  at  12118  East  Yates  Center  Rd.,
Lyndonville,  New York.  Mr.  Johnson  refused to cooperate  with the Company to
sublease  the space and the  Company  believes  he  effectively  repudiated  the
contract.

Item 3. Legal Proceedings.

1. Jeffrey Johnson vs. Natural Solutions,  Case No.  CL-99-3185,  in the Circuit
Court in and for Palm Beach County,  Florida.  This was a lawsuit by Mr. Johnson
filed on March 26,  1999,  seeking  to enforce  his  employment  agreement.  The
employment  agreement called for arbitration and the Company  successfully moved
to have the case arbitrated. Mr. Johnson has filed an arbitration proceeding and
the  Company  has  responded  with  an  answer  and  defenses.  The  arbitration
proceeding has commenced hearing,  but is currently in recess until November 27,
2000.

2. Dianne Johnson et al. vs. Ice Ban America,  et al., Case No. 99-8228,  in the
United States District  Court,  Southern  District of Florida.  This lawsuit was
filed on March  26,  1999.  It was a  lawsuit  by the  Johnson  family  claiming
securities fraud seeking damages for breach of various security  regulations and
laws due to alleged  violations by NSC and IBAC, Inc. NSC successfully filed two
Motions to Dismiss. NSC and IBAC filed a counterclaim to rescind the sale of the
founders  stock in July 1999.  The stock owned by the Johnson family is founders
stock for which the Johnson family paid  approximately  $4,000 to NSC and $6,000
to IBAC. NSC and IBAC also filed a  counterclaim,  alleging  breach of fiduciary
duty,  breach of securities acts, RICO,  fraud,  etc. against the Johnson family
arising out of the actions of Warren D. Johnson,  Jr., and the Johnson family in
selling  restricted  founders  shares  of  stock in  private  sales  before  the
restrictions were lifted.  Initial discovery has been done in this case. On July
5, 2000,  the plaintiffs  voluntarily  dismissed the action against the Company.
The Company's counterclaims remain active in this proceeding.

3. Dianne Johnson et al. vs.  Natural  Solutions  Corporation,  et al., Case No.
99-5305, in the Circuit Court in and for Palm Beach County. This is a lawsuit by
the Johnson  family  seeking to rescind the sale of IBNY to the  Company,  which
sale   occurred  in  the  summer  of  1997,   based  upon   alleged   fraudulent
misrepresentations  surrounding the ownership of patent no.  4,676,918,  the so-
called Vinasz patent. The Company has filed an answer, affirmative defenses, and
a  counterclaim  similar  to the  counterclaim  in item #2,  immediately  above.
Discovery is proceeding, and the case is set for trial in February 2001.

4. Natural Solutions Corporation et al. vs. Sears Oil, et al., Case No. 99-3344,
in the Circuit  Court in and for Palm Beach  County.  This is a lawsuit filed on
April 6, 1999,  by the  Company  and IBUSA for  tortious  interference  with the
Company's  rights to the so-called  Vinasz patent acquired by Mr. Janke from the
Hungarian inventors. This action also claims breach of fiduciary duty, breach of
a  confidentiality  agreement by Sears and others  acting in concert with Sears.
Service  has been  obtained on most of the  Defendants,  and motions to dismiss,
motions for lack of personal  jurisdiction,  and motions to transfer to New York
are scheduled.  Some limited  discovery on  jurisdiction  has been undertaken in
this case.

5.  Sears Oil  Company  vs.  Natural  Solutions  Corporation,  et al.,  Case No.
99-CV-704-DNH.  This is an action filed on January 25,  1999,  in New York State
Court, but removed to the United States District Court for the Northern District
of New York. This action alleges fraudulent


<PAGE>



misrepresentations  based upon the ownership of the Vinasz patent and fraudulent
inducement with respect to a certain contract for the distribution of product in
New England,  based upon  misrepresentations  regarding  ownership of the Vinasz
patent. The Plaintiff amended its Complaint to allege patent infringement of the
Vinasz patent.  In October 1999 Sears Oil and Sears Petroleum sought a temporary
restraining order that SEACO was the exclusive  distributor for ICE BAN products
in the New  England  States.  The Judge  denied the  Plaintiff's  request  for a
temporary  restraining order and Sears withdrew its claim for injunctive relief.
NSC has answered the  complaint and filed a  counterclaim  similar to the claims
brought in item 4.  above.  The case is not set for trial.

6. Ice Ban America, Inc. vs. Innovative Municipal Products,  Inc. ("IMUS"), Case
No.  99-00710,  in the Supreme Court of Oneida County,  State of New York.  This
lawsuit  was  filed  on  March  24,   1999,   by  NSC  to  recover  two  hundred
fifty-thousand dollars ($250,000),  plus accrued interest, owed to it by its New
York distributor,  IMUS. IMUS has filed  affirmative  defenses and counterclaims
based upon the alleged  misrepresentation  regarding the Vinasz patent.  NSC has
answered  and filed  affirmative  defenses  to the  counterclaim.  Discovery  is
ongoing in this case,  and it has not been set for trial,  although  the Company
has filed a certificate that it is ready to proceed to trial.

7. Natural  Solutions  Corporation v.  Terrabind  International,  Inc.,  Richard
Jurgenson,  Joseph Kroll, Richard Weinert: This case was filed by the Company on
May 15, 2000 in the Circuit Court of Palm Beach County, Florida, seeking damages
and injunctive relief against three former corporate officers or executives, who
formed Terrabind International,  Inc. The lawsuit claims that the three officers
or executives breached their fiduciary duties to the Company by usurping certain
corporate  opportunities,   both  in  prospective  sales  and  potential  patent
applications,  in the Company's  Roadbind America  subsidiary.  The action seeks
damages  and  injunctive  relief  to  prevent   usurpation  of  other  corporate
opportunities and inventions developed by the Company. The defendants have filed
a  counterclaim  and third party claim  naming the  President,  Chief  Financial
Officer,  the attorney  representing  the Company,  and the Company itself;  and
alleging  among  other  things,   defamation,   civil  theft,   and  claims  for
compensation.  The Company  has filed a petition  to dismiss the counter  claims
against the President and Chief Financial Officer.  Discovery is proceeding, and
the case is not yet set for trial.

Item 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, 2000.

                                     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 OTC BB to file an SEC disclosure document (Form 10-SB) and become a fully
reporting  public company in accord with the Securities Act of 1933. On December
14, 1999, the Company's  stock symbol was officially  removed from the OTCBB and
is presently listed on the Over-the- Counter Pink Sheets (OTC PS) and is trading
under the symbol "ICEB". The SEC informed the


<PAGE>



Company on October  11,  2000 that the  Company's  Form 10-SB had been  declared
effective. The Company has begun taking steps toward returning to the OTC BB.

As of July 31, 2000 there were  20,026,540  shares  issued and  outstanding  and
28,971,540  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 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, 1999             (Aug to Oct)              $1.56           $0.81
2nd Quarter, 1999             (Nov to Jan)              $2.13           $1.38
3rd Quarter, 1999             (Feb to Apr)              $5.00           $2.00
4th Quarter, 1999             (May to Jul)              $6.50           $3.88
--------------------------------------------------------------------------------

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

         (b) Holders.

As of July 31, 2000, there were approximately 490 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.

         (d) Recent Sales of Unregistered Securities.

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.  The Company  relied upon the
exemption  from  registration  provided  by  ss.4(2) of the Act and Rule 506 and
ss.13.1-507 of the Virginia Code.

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


<PAGE>



of the  Company  at a rate of  $0.25  per  common  share  at  anytime  prior  to
repayment.  The Company relied upon the exemption from registration  provided by
ss.4(2) of the Act and Rule 506 and ss.13.1-507 of the Virginia Code.

In October 2000 the Company began an exempt offering of 8% convertible preferred
stock  as a  part  of a  financing  plan  to  raise  up  to  $2  million  toward
implementation of the Company's  strategic plan. The preferred stock was offered
to accredited  investors in minimum lots of 1,000 shares at $100 per share.  The
preferred  stock is  convertible  to common  stock of the  Company at 200 common
shares to one share of preferred stock. The outcome of the offering has not been
determined.

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).

The Company also owns and has established the trademark 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 $14.1 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) Since August 1999, the Company sought and obtained  additional  debt and
     equity investment of $2,785,000;

     b) The Company is currently  seeking to raise an  additional  $3,000,000 in
     debt and equity to finance  its  current  operational  plans and expand its
     sales,  marketing,  and distribution  networks. Dr. Robertson has committed
     $1,000,000  toward these  efforts.  As of September 30, 2000, he had funded
     $900,000  plus an  additional  $135,000 to fund payment of certain  Company
     liabilities,  which  funding is  included  in a) above,  and the Company is
     seeking other  qualified  investors to fund the remaining  $2,000,000.  Dr.
     Robertson  has no  obligation  to fund further  needs of the  Company.  NSC
     expects  that  these  funds  will be  sufficient  to give the  Company  the
     opportunity  to  achieve  operating  profits  and fuel its  growth  for the
     foreseeable future;


<PAGE>




     c) The  directors  of the  Company  have  hired a new  president  and chief
     financial officer, each of whom has senior leadership experience, to better
     plan and manage operations;

     d) Operating  personnel have been hired to provide better product  delivery
     and customer satisfaction  including,  a director of sales and marketing, a
     product engineer, and a logistics manager;

     e) The New York  office has been  closed and other steps have been taken to
     reduce operating costs, including the reduction of administrative staff and
     associated expenses; and,

     f)Marketing  and sales plans have been  developed to further  penetrate the
     anti-icing,  deicing,  dust suppression,  and road  stabilization  markets.
     Management is in process of implementing the elements of these plans.

Plan of Operation

NSC's  mission is to distribute  its  environmentally  friendly,  anti-corrosive
products for anti-icing,  de-icing,  dust control and road stabilization,  which
replace or improve current  technologies that are  environmentally  damaging and
corrosive to the  infrastructure of elevated highways and bridges.  NSC 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.

In  Management's  Discussion  and  Analysis,  we analyze  and explain the annual
changes in the specific  line items in the  Consolidated  Statements  of Income.
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 an expanded product
portfolio.  The Company has  increased  its direct sales force from four to ten,
since  February  2000.  The Company has also added to its  existing  distributor
network during the fiscal year ended July 31, 2000. Current plans call for a 40%
increase in the Company's direct sales force and a 100% increase in distributors
during  fiscal year 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 the  planned
increase  in direct  sales  force or  distributors  can be achieved or that such
increases will result in sales growth.

NSC 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,  NSC 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.   NSC  plans  to  market  its  products   nationally  through  trade
publications, trade shows, direct mail, the Internet, and news media outlets.



<PAGE>



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.  NSC 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 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.  Efforts  to
establish its first distributor relationship in Canada are underway.  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.
In the meantime,  the Company is responding to bid requests that it has received
directly  or  through  existing  U.S.   distributors  from  potential   Canadian
customers.

NSC is seeking to develop  agreements in Asia and European countries for testing
and product sales for ICE BAN(R) products. ICE BAN(R) has been tested for nearly
two  years  in  Japan  and the  Company  has  received  initial  inquiries  from
representatives of potential Asian market distributors.  If NSC 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.

Potential  new market  areas are being  examined.  NSC also has been seeking the
development of ICE BAN(R) products for the retail market and home use.

Roadbind Opportunities for Growth

The  Company  is  examining  potential  expansion  of the  use  of RB  ULTRA(TM)
throughout the U.S. for both  municipality  and private  businesses who use dust
control  and  road  stabilization   products.  The  Company  believes  there  is
opportunity  for  applications  in the farm road, feed lot, and feed lot holding
ponds to reduce waste  leaching into fresh water  resources and to stabilize the
area where animals are fed.

NSC is seeking further  opportunities to continue development of aviation runway
stabilization  projects in rural unimproved airports in the West and Alaska. The
Company also intends to continue  development of new and existing  products as a
binder in producing earthen and adobe building blocks,  and a composition binder
to replace  mortar or mud for the  bonding of building  materials.  This has the
potential  for low cost  housing for  third-world  countries.  NSC is seeking to
develop  agreements  with Central and South  American  countries for testing and
product sales for unpaved road and airport runway stabilization  projects. If it
were  to  enter  into  such  agreements,  the  Company  would  need  to  acquire
international  license rights from IBUSA and/or Dr.  Robertson and the estate of
Mr. Janke.




<PAGE>



RESULTS OF OPERATIONS

Fiscal 2000 Compared to Fiscal 1999

Net Sales 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 is  largely  due to the lack of  marketing  strategy  and
effective  execution  of  operating  plans  by  previous   management.   Current
management  believes that  continued  implementation  of the sales and marketing
plans outlined  above,  will result in higher net sales in fiscal years 2001 and
beyond.

ICE  BAN(R)  sales in the fiscal  year  2000,  totaled  $1,256,586  compared  to
$1,439,192  in fiscal 1999.  In fiscal 2000,  RB ULTRA(TM)  sales were  $356,490
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.

Cost of Products  Sold.  The Company's cost of product sold in fiscal year ended
July 31, 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 will increase further in fiscal year 2001,
the  Company   believes  that  profitable  sales  growth  in  existing  and  new
territories  may result in  increased  fixed cost  coverage.  In  addition,  the
Company is 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 is primarily due to a $370,468
decline in bad debt  expense.  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.  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 increased to $479,622 in fiscal year 2000 compared to $46,369
in 1999. This increase is 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 $77,055 was incurred on these debentures.  Finally, $115,000
of expenses were recorded to recognize the write-off of  investments  in certain
affiliated entities. In fiscal year 2001 an additional convertible debenture has
been issued in August,  2000 ($435,000)  requiring a one-time non-cash charge of
approximately $163,000.



<PAGE>



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.

Liquidity and Capital Resources:

In the year ended July 31, 2000,  operating  activities  consumed  $2,113,891 in
cash as compared to $237,632 of cash consumed in the comparable  period in 1999,
an increase of  $1,876,259.  This  increase in cash consumed is largely due to a
reduction in accounts payable of $286,888 compared to an increase of $848,690 in
1999. In addition,  1999 net loss included several non- cash charges, which were
eliminated or reduced in 2000. The more significant of these changes in non-cash
charges to net loss in 1999 include a reduction in bad debt expense of $346,849,
an adjustment  to deferred  taxes in 1999 of $217,606 and a reduction of product
and services  purchased for stock and options of $404,457.  Non-cash  charges in
2000  included   $256,250  in  one-time  charges   associated  with  convertible
debentures  issued  during the year and  $115,000 to  write-off  investments  in
affiliated investments.

The Company has recorded an infusion of  $2,785,000  from  financing  activities
since the end of fiscal  year  1999.  The  infusion  of funds took place in five
separate transactions with Dr. Robertson.

     a) The first was a $750,000  convertible  debenture bearing interest at 10%
     per  annum and  maturing  on  August  11,  2001.  Prior to  repayment,  the
     principal and accrued and unpaid interest were 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. The warrants  originally  expired as follows:  one million shares on
     July 28,  2000 and two million  shares on August 9, 2004.  As a part of the
     transaction,  Mr.  Janke  agreed  to vote his  shares  consistent  with the
     desires of this investor.  Certain terms of the debenture and warrants were
     amended as a part of a further  financing  transaction  dated June 1, 2000,
     described below.

     b) The second  financing  transaction,  dated October 29, 1999,  was for $1
     million  through  the sale of four  million  shares of common  stock to Dr.
     Robertson.  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.

     c) 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,  from $0.75 to
     $0.25 per  common  share and secure  the  debenture  with the assets of the
     Company.

     d) 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


<PAGE>



     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.

     e) 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.

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  is  seeking  to raise an  additional  $3,000,000  in debt and equity to
finance  its  current  operational  plans and expand its sales,  marketing,  and
distribution networks. Dr. Robertson has committed $1,000,000 of these funds, of
which  $900,000  has already been  invested in the  Company,  and the Company is
seeking other qualified investors to fund the remaining $2,000,000.

In October 2000 the Company began an exempt offering of 8% convertible preferred
stock  as  a  part  of a  financing  plan  to  raise  up  to  $2,000,000  toward
implementation of the Company's  strategic plan. The preferred stock was offered
to  accredited  investors in minimum lots of 1000 shares at $100 per share.  The
preferred  stock is  convertible  into common stock of the Company at 200 common
shares to one share of preferred stock. The outcome of the offering has not been
determined.

NSC 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 the revenue mix between Ice Ban(R)
and Roadbind(TM)  will remain fairly  constant.  However,  approximately  14% 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,  none issued or outstanding at July 31, 2000, and 55,000,000  shares
of common stock  authorized  and 20,026,540  issued and  outstanding on July 31,
2000.  The common stock  account was $56,297 and  $15,997,  on July 31, 2000 and
1999, respectively.  Additional paid in capital was $13,379,404 and $11,770,954,
on July  31,  2000 and  1999,  respectively.  Total  stockholders'  deficit  was
$1,031,348 and $302,560, on July 31, 2000 and 1999, respectively.




<PAGE>



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.

Year 2000

The Year 2000 Issue is the result of potential problems with computer systems or
any equipment  with computer chips that use dates where the date has been stored
as just two digits  (e.g.  98 for 1998).  On January 1, 2000,  any clock or date
recording mechanism including date sensitive software which uses only two digits
to represent  the year,  may have  recognize  the date using 00 as the year 1900
rather  than  the  year  2000.   This  could  result  in  a  system  failure  or
miscalculations causing disruption of operations,  including among other things,
a temporary  inability  to process  transactions,  send  invoices,  or engage in
similar activities.

To date, the Company has not experienced any noticeable Year 2000  difficulties.
The  Company  intends to continue  to monitor  its Year 2000  compliance  and to
correct any noncompliance as it is discovered.

Impact of Inflation

The impact of inflation on the 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.  New  management is
evaluating the relative emphasis on its two principal  products with the goal of
better  balancing  its cash flow by  accelerating  its sales  efforts for its RB
ULTRA(TM)  brand  both in the United  States  and  abroad.  The  Company's  road
stabilization/dust  control  products are  available  for year round use in most
areas  of the  country  and for  eight  to  twelve  months  in the  areas  which
experience ice and snow. Increasing the proportion of corporate income from dust
control and  stabilization  products is one  alternative to create a larger year
round revenue base for the Company.




<PAGE>



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 full-time  product
engineer  who  will  manage  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 2001.  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 2001,  the Company will begin  accelerating  its
research and  development  activities  to further  refine and expand its product
offerings.

Plant and Equipment

NSC see limited  purchase or sale of plant and equipment or through  fiscal year
ended  2001.  The Company  has  recently  moved its  operations  to  Chesapeake,
Virginia.

Internal Employment Level

Other than the  addition of four sales  staff,  the Company  does not expect any
significant changes in the number or compensation of its employees.


Item 7. Financial Statements.

Financial Statements for the Fiscal Years 2000 and 1999

The  Financial  Statements  of  Natural  Solutions  Corporation,  and  Notes  to
Financial  Statements  together with the Report of  Independent  Accountants  of
PricewaterhouseCoopers, LLP, required by this Item 7 commence on page F-1 hereof
and are incorporated herein by this reference.



<PAGE>





                          INDEX TO FINANCIAL STATEMENTS


Report of Independent Accountants..........................................F-1

Consolidated Balance Sheets................................................F-2

Consolidated Statements of Operations and Comprehensive Loss...............F-3

Consolidated Statements of Cash Flows......................................F-4

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

Notes to Consolidated Financial Statements.................................F-6







<PAGE>



                        Report of 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 August 7, 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.

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.


/s/PricewaterhouseCoopers LLP

Virginia Beach, VA
October 6, 2000








<PAGE>



<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
                          Consolidated Balance Sheets
                             July 31, 2000 and 1999

               ASSETS
------------------------------------------------------------------------------------------------------
                                                                         2000               1999
                                                                      ---------------- ---------------
<S>                                                                   <C>              <C>
Current Assets:
   Cash and Cash Equivalents                                                  195,500  $            -
   Trade Accounts Receivable, net of allowance for doubtful accounts
        of $30,000 and $20,000 in 2000 and 1999,  respectively                 87,554          86,339
   Other Receivables, net                                                      44,138           5,375
   Inventories                                                                510,690         626,872
   Prepaid Expenses                                                            25,306          63,641
      Total Current Assets                                                    863,188         782,227

Property and Equipment at cost                                                153,117         152,508
   Less Accumulated Depreciation                                              (73,055)        (40,055)
                                                                      ---------------- ---------------
                                                                               80,062         112,453

Investment in Affiliate                                                             -          18,750
Licensing Agreement, net of accumulated  amortization of  $314,425
and $219,480 in 2000 and 1999, respectively                                   324,675         419,620
                                                                      $     1,267,925  $    1,333,050
                                                                      ================ ===============


               LIABILITIES AND STOCKHOLDERS' DEFICIT
------------------------------------------------------------------------------------------------------
Current Liabilities:
   Trade Accounts Payable                                                     802,120       1,115,752
   Accrued Expenses                                                           147,600         180,858
   Notes Payable                                                              102,000          82,000
   Current Portion of Long Term Debt to Related Party                               -         124,968
      Total Current Liabilities                                             1,051,720       1,503,578

Long Term Debt to Related Party                                               257,000         132,032
Convertible Debentures to Related Party                                       990,553               -
Commitments and Contingent Liabilities

Stockholders' Deficit:

Common Stock, $0.01 par value, 55,000,000 shares authorized,                                        7
    20,026,540 issued and outstandingin 2000 and 15,966,540 in 1999            56,297           15,99
   Additional Paid-in Capital                                              13,379,404      11,770,954
   Accumulated Other Comprehensive Loss                                             -         (96,250)
   Accumulated Deficit                                                    (14,467,049)    (11,993,261)
      Total Stockholders' Deficit                                          (1,031,348)       (302,560)
                                                                      $     1,267,925  $    1,333,050
                                                                      ================ ===============
</TABLE>


                 See Notes to Consolidated Financial Statements.



                                       F-2


<PAGE>





<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
          Consolidated Statements of Operations and Comprehensive Loss
                    Fiscal Years Ended July 31, 2000 and 1999


                                                                      2000             1999
                                                               ---------------- ----------------
<S>                                                            <C>              <C>
Net Sales                                                      $     1,613,076  $     2,100,199
Costs Applicable to Sales                                            1,496,430        1,601,552
      Gross Profit                                                     116,646          498,647

Operating Costs and Expenses:
   Selling and Administrative Expenses                               2,110,812        2,455,157
      Losses from Operations                                        (1,994,166)      (1,956,510)

Other Expense, net                                                    (479,622)         (46,369)


Loss Before Taxes                                                   (2,473,788)      (2,002,879)

Income Tax Expense                                                           -         (217,606)

Net Loss                                                       $    (2,473,788) $    (2,220,485)
                                                               ================ ================

Other Comprehensive Loss, net of tax:
   Unrealized holding gain (loss)                                      (18,750)         (96,250)
Reclassification Adjustment for Losses Included in Net Loss            115,000                -
                                                               ---------------- ----------------

Comprehensive Loss                                             $    (2,377,538) $    (2,316,735)
                                                               ================ ================

Loss per Share, Basic and Diluted                                       ($0.13)          ($0.14)
                                                               ================ ================
Weighted Average Common
   Shares Outstanding                                               19,014,040       15,923,733
                                                               ================ ================
</TABLE>




                 See Notes to Consolidated Financial Statements.






                                       F-3




<PAGE>





<TABLE>
<CAPTION>
                                     NATURAL SOLUTIONS CORPORATION
                                 Consolidated Statements of Cash Flows
                               Fiscal Years Ended July 31, 2000 and 1999


                                                                     2000             1999
                                                                --------------- ----------------
<S>                                                             <C>             <C>
Operating Activities:
Net Loss                                                        $    (2,473,788)$   (2,220,485)
Adjustments to Reconcile Net Loss to Cash Used in Operating
Activities:
   Depreciation and Amortization                                        138,497        120,722
   Bad Debts  (Recovery) Expense                                         (6,068)       340,781
   Non-Cash Interest Charges                                            256,250              -
   Reclassification of Losses Included in Net Loss                      115,000              -
   Deferred Tax Expense                                                       -        217,606

Product and Services Purchased for Stock   and Options                   22,500        426,957
   Increase in Accounts and Other Receivables                           (33,910)       (25,617)
   Decrease in Inventories                                              116,182         71,710
   Decrease (Increase) in Prepaid Expenses                               38,334        (17,996)
   (Decrease) Increase in Accounts Payable and
      Accrued Expenses                                                 (286,888)       848,690
   Cash Used in Operating Activities                                 (2,113,891)      (237,632)
                                                                --------------- ----------------

Investing Activities:
   Acquisition of Equipment                                                (609)       (11,225)
   Payments Received on Advances to Related Parties                                    122,746
   Investment in Affiliate                                                    -         (5,000)
Cash (Used in) Provided by Investing Activities                            (609)       106,521
                                                                --------------- ----------------

Financing Activities:
   Proceeds from Issuance of Common Stock to Related Party            1,000,000              -
   Proceeds from Issuance of Convertible Debentures                   1,350,000         10,883
   Payment of Notes Payable                                             (40,000)        (5,037)
Cash Provided by Financing Activities                                 2,310,000          5,846
                                                                --------------- ----------------

Net Increase (Decrease) in Cash                                        195,500        (125,265)

Cash and Cash Equivalents - Beginning of Year                                -         125,265
                                                                --------------- ----------------
Cash and Cash Equivalents - Ending of Year                      $       195,500 $            -
                                                                =============== ================
</TABLE>



                 See Notes to Consolidated Financial Statements.



                                       F-4




<PAGE>




<TABLE>
<CAPTION>
                          NATURAL SOLUTIONS CORPORATION
           Consolidated Statement of Changes in Stockholders' Deficit
                    Fiscal Years Ended July 31, 2000 and 1999


                                                                        Accumulated
                                                         Additional        Other
                                                           Paid-in     Comprehensive   Accumulated
                                 Shares      Par Value     Capital        Income        Deficit           Totals
                             -------------- ----------- ------------- --------------- --------------- ---------------
<S>                          <C>            <C>         <C>           <C>             <C>             <C>
 Balance August 1, 1998          15,888,740 $    15,889 $  11,344,106 $            -  $   (9,772,776) $    1,587,219
                             ============== =========== ============= =============== =============== ===============

 Stock Issued for Services           73,574          74       316,797              -               -         316,871
 Stock Issued for Product            34,226          34       110,051              -               -         110,085
 Other Comprehensive                                                                                               -
   Loss, net of tax                       -           -             -        (96,250)              -         (96,250)
 Net Loss                                 -           -             -              -      (2,220,485)     (2,220,485)
                             -------------- ----------- ------------- --------------- --------------- ---------------
 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      40,000       960,000              -               -       1,000,000
 Stock Issued for Services           30,000         300        22,200              -               -          22,500
 Issuance of Warrants                                         370,000                                        370,000
 Other Comprehensive
   Loss, net of tax                       -           -             -        (18,750)              -         (18,750)
 Reclassification Adjust-
   ment for Losses Included
   in Net Loss                                                               115,000                         115,000
 Discount on Convertible                                                                                           -
   Debentures                             -           -       256,250              -               -         256,250
 Net Loss                                 -           -             -              -      (2,473,788)     (2,473,788)
                             -------------- ----------- ------------- --------------- ---------------- --------------
 Balance July 31, 2000           20,026,540    $ 56,297 $  13,379,404  $           -  $   (14,467,049) $  (1,031,348)
                             ============== =========== ============= =============== ================ ==============
</TABLE>



                 See Notes to Consolidated Financial Statements.






                                       F-5


<PAGE>



                          NATURAL SOLUTIONS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            Year Ended July 31, 2000

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,  and  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
$98,147 and  $153,952 in fiscal years 2000 and 1999,  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.


                                       F-6



<PAGE>



(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,  2000.  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 545,000 options, 3,000,000 warrants, and debt convertible into 5,400,000
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. 3" was issued in March 2000. FIN 44 was effective July
31, 1999 and did not have a material impact on the Company.

Reclassifications

Certain prior year balances have been  reclassified  to conform with the current
year  presentation.  2.  Description  of the  Company:  The  Company  (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.

                                       F-7


<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

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,  2000 and 1999 was
$108,983 and $102,721 respectively.  The Company is also required to pay Ice Ban
USA, Inc. fees (currently accrued at $25,178) 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 Corporation had approximately $7.6 million and $5.1 million in net operating
loss  carryovers  available  to  reduce  future  income  taxes in 2000 and 1999,
respectively.  These  carryovers  may be  utilized  through  the year 2020.  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. A summary of the deferred tax asset presented
on the accompanying balance sheet is as follows:

<TABLE>
<S>                                                         <C>            <C>
                                                                 2000           1999
                                                                 ----           ----
Federal Deferred Tax Asset Relating to Net Operating Losses    2,415,759       1,603,443
   and Other Temporary Differences
State Deferred Tax Asset Relating to Net Operating Losses        452,955         239,577
   and Other Temporary Differences
Less Valuation Allowance                                      (2,868,714)     (1,843,020)
                                                            -------------  --------------
   Total Deferred Tax Asset                                            -               -
                                                            =============  ==============

The Components of the Valuation Allowance are:
Amount Due to Federal Net Operating Losses and other           2,415,759       1,603,443
   Temporary Differences
Amount Due to State Net Operating Losses and other
   Temporary Differences                                         452,955         239,577
                                                            -------------  --------------
   Total                                                       2,868,714       1,843,020
                                                             ============= ==============
</TABLE>

5. Major Customers/Suppliers:

At July 31,  2000  and  1999  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:

                     Amounts Purchased                 Amounts Payable
              -------------------------------   -------------------------------
              Supplier   Supplier    Supplier   Supplier    Supplier   Supplier
                  A          B           C          A           B          C

July 31, 1999  15.8%       16.4%       7.8%       20.6%       18.7%      0.6%

         2000  18.6%       13.5%       10.8%       0.0%        0.6%       0.1%
---------------------------------------------   -------------------------------

                                       F-8


<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

                      Amounts Purchased                 Amounts Payable
              -------------------------------   -------------------------------
              Customer   Customer    Customer   Customer    Customer   Customer
                  A          B           C          A           B          C

July 31, 1999  13.1%       12.0%      11.9%       0.0%        0.0%        9.0%

         2000  16.1%       18.1%      n/a1%       3.4%        0.0%        n/a%
---------------------------------------------   -------------------------------

On February 21, 1997 the Company  entered into an agreement  with Minnesota Corn
Processors,  Inc.  (MCP) to purchase its ICE BAN(R) product from MCP in exchange
for issuing up to  1,170,000  (Approx.  7.3% of the current  outstanding  shares
issued) shares of its common stock. The shares were to be issued over the 3-year
term of the agreement under a formula based upon the  relationship of corn value
price per ton and the value of Natural Solutions Corporation stock on the day of
shipment.  As of July 31, 2000, 65,966 common shares have been issued under this
agreement.  In October 1999,  this  agreement was terminated and replaced with a
fixed price purchase agreement.


6. Notes Payable & Long Term Debt:
<TABLE>
<S>                                                                             <C>            <C>
                                                                                 2000             1999
Convertible Debenture dated August 11, 1999, bearing interest at 10%            ------------   ----------
and maturing on June 1, 2005.  See further details below.                       $   750,000    $       -

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

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

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 pay
its budgeted expenditures.                                                          257,000      257,000

Three short term unsecured notes payable, bearing interest at 6% -
10%.  These notes were past due on July 31, 2000.  The Company has
disputed the validity of these notes and has filed suit to rescind the
obligation.                                                                          47,000       47,000

Secured commercial loan guaranteed by an officer,  director & 000 shareholder of
the Corporation,  also requiring a compensating  balance held in savings for the
full amount of the unpaid balance of the loan, bearing interest at 7%.                            35,000

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 2001.                                                              55,000            -
                                                                                -------------  -----------
   Total                                                                          1,709,000      339,000
Less Discount                                                                       359,447            -
Less Current Portion                                                                102,000      206,967
                                                                                -------------  -----------
   Total                                                                        $ 1,247,553    $ 132,033
                                                                                =============  ===========
</TABLE>

                                       F-9



<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

The Company  issued a  convertible  debenture  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 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 10, 2004 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 million  financing  commitment  dated June 1, 2000,  the Company
issued convertible debentures on June 1, 2000 and July 31, 2000 for $250,000 and
$350,000,  respectively.  The debentures are due and payable on June 1, 2005 and
August 1, 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 $256,250 were recognized on the convertible debentures.

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 $10,533 in the fiscal year 2000.  The Company  amortizes  the
discount  using  the  effective  interest  method  over the life of the debt - 5
years.  A schedule of the maturity of the notes payable and long-term debt is as
follows:

Maturity of Notes Payable and Long

                2001        2002      2003       2004        2005    Thereafter
              ----------- --------- ---------- --------- ----------- -----------

   Term Debt   $  102,000 $    -    $    -     $    -    $1,000,000   $607,000

              =========== ========= ========== ========= =========== ===========

7. Commitments:

The Company leases its three office  locations,  certain storage  facilities and
rail cars.  Rent  expense  for the years ended July 31, 2000 and 1999 and future
minimum lease payments under these operating leases was and are as follows:

                                    Minimum  Minimum   Minimum Minimum  Minimum
 Description   Expense    Expense   Payment  Payment   Payment Payment  Payment
                1999        2000     2001      2002     2003     2004     2005
               --------- -------- --------- --------- -------- -------- --------

Office Space     $36,167  $54,986  $98,943   $81,549  $59,982   $61,791 $63,640

Storage Tanks    352,257  283,230  298,257    80,000        0         0       0

Rail Cars         37,080   37,080   37,080     3,090        0         0       0
               --------- -------- --------- --------- -------- -------- --------
  Totals        $425,504 $375,296 $434,280  $164,639  $59,982   $61,791 $63,640

               ========= ======== ========= ========= ======== ======== ========


                                      F-10



<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

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.  Stock Issued for
Product & Services:

The  Company  issued  30,000  shares  in 2000  and  107,800  shares  in 1999 for
professional  services,  consulting and purchases of its principal products. 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.

                                          2000                 1999
                                          ----                 ----
                                             Weighted              Weighted
                                              Average              Average
                                    Shares    Value     Shares     Value
                                             Per Share            Per Share
                                    ------   ---------  -------   ----------
Shares Issued for Product                0               34,226   $ 3.22
Shares Issued for Professional
               Fees and Services    30,000   $ 0.75      73,574   $ 4.31
----------------------------------------------------------------------------
  Total                             30,000              107,800
                                    ======              =======

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

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 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   option-pricing   model  with  the  following  weighted  average
assumptions for grants issued in 1999 and 2000.

                                         2000              1999
                                         ----              ----
     Dividend Yield                     None              None
     Expected Life                      2 Years           2 Years
     Expected Volatility                128%              68%
     Risk Free Interest Rate            6%                6%



                                      F-11



<PAGE>



 (Notes to Consolidated Financial Statements Cont'd)

A Summary of employee and non-employee options granted and exercised for each of
the fiscal years ended July 31, 2000 and 1999 is presented below:


<TABLE>
<CAPTION>
                                                             2000                    1999
                                                             ----
                                                           Weighted                Weighted
                                                            Average                Average
                                                           Exercise                Exercise
                                                Shares       Price      Shares      Price
                                                ---------- ---------- ---------- ------------
<S>                                             <C>        <C>        <C>        <C>
Balance at Beginning of Year                     1,620,000      $4.80  1,900,000       $6.58
  Grants Made During Year:
    Employment Agreements                                -          -    570,000        1.05
    Board Members                                  100,000       1.05          -           -
  Less Options Forfeited During Year               675,000       1.55    150,000        0.10
  Less Options That Expired During Year            500,000      12.75    700,000        6.26
Balance at End of Year                             545,000      $0.62  1,620,000       $4.80
                                                ========== ========== ========== ============

Options Exercisable at Year End                    545,000      $0.87  1,170,000       $5.96
                                                ========== ========== ========== ============
Weighted Average Fair Value of Options Granted                  $0.65                   $0.74
During Year
                                                           ===========           ===========
</TABLE>


Under the terms of the  stock  option  plans,  the  Company  may grant up to 1.6
million stock option shares.  Vesting  requirements  may vary as approved by the
compensation  committee of the board of directors.  All options  granted through
July 31, 2000 were fully vested on the grant date. 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, 2000 is as follows:

<TABLE>
<CAPTION>
                                    Options Outstanding                            Options Exercisable
                    -----------------------------------------------        ---------------------------------
                                                                Weighted                            Weighted
                                           Weighted Average      Average                             Average
    Range of       Number Outstanding    Remaining Contractual  Exercise   Amount Exercisable at    Exercise
 Exercise Prices    at July 31, 2000             Life             Price        July 31, 2000          Price
------------------------------------------------------------------------------------------------------------
<S>                 <C>                      <C>                 <C>            <C>                 <C>
  $ 0.00-$ 1.10     545,000                  104 Months          $0.62          545,000             $0.62
------------------------------------------------------------------------------------------------------------
</TABLE>


                                                       F-12



<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

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
been increased to the pro forma amounts indicated below:

<TABLE>
<S>                                                      <C>          <C>
                                                         2000         1999
                                                         ----         ----
Net loss applicable to common shareholders-as reported  ($2,473,788)  ($2,220,485)
Net loss applicable to common shareholders-pro forma    ($2,538,508)  ($2,714,047)
Basic loss per share-as reported                             ($0.13)       ($0.14)
Basic loss per share-pro forma                               ($0.13)       ($0.17)
</TABLE>

9. Supplemental Cash Flow Information:
Selected non-cash investing and financing activities are summarized as follows:

<TABLE>
<S>                                                      <C>        <C>
                                                           2000      1999
-------------------------------------------------------- ---------- ---------
             Cash Paid for Interest                      $   5,624    $1,973

   Non Cash Equity Transactions:
   Issuance of Common Stock in Exchange for Product      $       -  $110,086
   Issuance of Common Stock in Exchange for Services        22,500   316,871
   Issuance of Note Payable in Exchange for Services        60,000         -
-------------------------------------------------------- ---------- ---------
</TABLE>

10. Accumulated Other Comprehensive Loss

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

11. Related Party Transactions:

On May 1, 1997, the Vice President of the Company and the Company entered into a
three year  Employment  Agreement  at an annual  salary of $36,000 per year with
cost  of  living   increases.   The  Agreement   also  provided  for  additional
compensation  to be paid in the form of  100,000  shares of  common  stock to be
issued  on the  Agreement  anniversary  date in each of the  three  years of the
Agreement.  See note 9 for relevant  data on  employment  related  stock options
issued  under this  agreement.  In fiscal year 1999 the  employment  of the Vice
President and this agreement were terminated by the Company. Such termination is
the  subject  of a  lawsuit  disclosed  on note 13.  In June,  1998 the  Company
purchased  100,000 shares of the common stock of IBAC  Corporation (the Canadian
licensee of ICE BAN(R)  products  under an agreement with Ice Ban USA, Inc.) for
$110,000.  The investment amounted to less than 1% of the 13,755,000 outstanding
shares of IBAC Corporation.  There existed a commonality of members of the Board
of  Directors  and  officers  in both  Natural  Solutions  Corporation  and IBAC
Corporation  as well as a substantial  ownership of stock in each company by the
Janke Family Trusts. During the fiscal year ended July 31, 1999 the Company made
payments in both cash and stock to a law firm in which Robert E. Freer Jr., Esq.
is a principal.  Mr. Freer became a Director of the Company in April 1998.  Cash
payments  totaling  $11,518 and 60,318 shares of common stock valued at $259,753
were  paid  directly  to this  firm in 1999 for  legal  services  performed  and
disbursements  made on behalf of the Company.  During the fiscal year ended July
31, 2000 the Company made cash payments to Mr. Freer's law firm totaling $5,350.
No shares of common stock were issued to Mr.  Freer's law firm during 2000.  The
Company owed approximately  $58,065 in unpaid legal fees to Mr. Freer's law firm
at July 31, 2000.

On August 15, 1999, the Company  signed an  installment  note payable of $60,000
for legal services performed to a law firm in which Robert E. Freer Jr., Esq. is
a principal. Mr. Freer became a Director of the Company in April 1998.

                                      F-13


<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

During the fiscal year ended July 31, 2000,  the Company  issued  $1,350,000  of
convertible  debentures  to M.G.  Robertson.  See note 7 for  discussion  of the
debentures.  On October 31, 1999, the Company sold four million shares of common
stock  to M.G.  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. Mr. Robertson was elected Chairman of the Board
of Directors subsequent to this transaction.

12. Subsequent Events:

As part of a  financing  commitment  dated June 1, 2000,  the  Company  issued a
convertible debenture on August 31, 2000 for $435,000.  The debenture is due and
payable  on  September  1, 2005 and is  secured  by the  assets of the  Company,
bearing interest of 10% per annum.  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 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, a discount provision totaling $163,125 was recognized
on the convertible debentures.

In October 2000 the Company began an exempt offering of 8% convertible preferred
stock  as a  part  of a  financing  plan  to  raise  up  to  $2  million  toward
implementation of the Company's  strategic plan. The preferred stock was offered
to  accredited  investors in minimum lots of 1000 shares at $100 per share.  The
preferred  stock is  convertible  to common  stock of the  Company at 200 common
shares to one share of preferred  stock. If not converted,  these securities may
be redeemed by the Company  after ten years from the date of issue.  The outcome
of the offering has not been determined.

13. Contingencies and Legal Matters:

Employment Agreement

A lawsuit  was filed by the former  Vice  President  of the Company and seeks to
enforce his original  employment  agreement  of an annual  salary of $36,000 and
300,000 shares of common stock over a three-year period. The agreement calls for
arbitration  proceeding that is currently in recess until November 27, 2000. The
Company is defending  its  dismissal of the employee for good cause.  Management
estimates the potential  loss to be the 100,000  shares earned in the first year
under the agreement but not yet issued.  The  financial  statements  reflect the
future obligation to issue these shares.

Securities Fraud

This  lawsuit  seeks  damages  to  certain  shareholders  for  breach of various
security  regulations  and laws due to alleged  violations  by the Company.  The
former  shareholders  of Ice Ban,  Inc.  claim of to have been  defrauded in the
receipt of their stock in the Company in exchange for selling their company, Ice
Ban,  Inc.,  to  Natural  Solutions   Corporation.   The  Company  has  filed  a
counterclaim  alleging,  among  other  things,  breach  of  fiduciary  duty  and
violation  of  securities  law.  On July 5,  2000,  the  plaintiffs  voluntarily
dismissed the action  against the Company.  The Company's  counterclaims  remain
active  in this  proceeding.  Management  is  uncertain  of the  outcome  of its
counterclaims.

Fraudulent Misrepresentation

The  selling  shareholders  of Ice Ban,  Inc.  seek to rescind  the sale of that
company to  Natural  Solutions  Corporation  in July of 1997.  The suit  alleges
management  misrepresentation  surrounding  the  ownership  of the Toth  Patent.
Management  believes  full and complete  disclosure  was made at the time of the
acquisition and has filed motions to dismiss and for summary judgment. Discovery
is  proceeding  and the case is set for trial in February  2001.  Management  is
uncertain of the outcome in this case but considers a successful defense likely.

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.

                                      F-14


<PAGE>



(Notes to Consolidated Financial Statements Cont'd)

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 $14,467,049 through July 31, 2000. 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. 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 will secure sufficient capital to maintain its
          current operations through the sale of $435,000 of convertible debt on
          August 31, 2000 and its convertible preferred stock offering.

     2.   The Company's  Board of Directors  has made changes to its  management
          team by replacing is President and Chief Financial Officer.

     3.   The Company has developed a  comprehensive  strategic plan  addressing
          marketing,  sales,  product quality,  and operational issues and is in
          the process of implementing each of the elements of that plan.

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

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





                                      F-15



<PAGE>



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

Prior to the fiscal year ending July 31, 2000, the Company's  auditor was Cronin
& Co., Certified Public  Accountants,  with it principal address at 12 Blandford
Lane,  Fairport,  NY 14450. Cronin & Co.'s report on the consolidated  financial
statements  of the  Company,  for the fiscal  years ended July 31, 1999 and 1998
contained an opinion, which had a going concern  qualification.  The Company has
had  no  disagreements  with  Cronin  &  Co.  At  the  1999  annual  meeting  of
shareholders,    the   shareholders   approved   a   change   in   auditors   to
PricewaterhouseCoopers  LLP to serve as the  independent  public  accountants of
Natural  Solutions  Corporation  for its fiscal year ending July 31,  2000.  The
Company  appointed  PricewaterhouseCoopers  LLP to serve as its auditors on June
19, 2000.


                                    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 70, has served as  Chairman of the Board of NSC
since December 10, 1999. He serves for a three year term and until his successor
is duly  elected  and  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.

Jim W. Foshee, age 51, has been the President and Chief Executive officer of the
Company since November 1999. He serves for an open-ended  term.  From 1987 until
1992 Mr. Foshee held various executive  positions with the AMF Companies ("AMF")
located in Richmond,  Virginia. AMF is an international  manufacturer of bowling
equipment.  His primary duties as Controller for AMF entailed the preparation of
budgets, treasury functions, department consolidation, operations downsizing and
the supervision of professional and clerical staffing.  From 1993 until 1995 Mr.
Foshee was the Vice  President,  Chief  Operating  Officer  and Chief  Financial
Officer for  Bradley,  Inc.,  a home heating  equipment  and supply  distributor
headquartered in Mechanicsville,  Virginia.  From 1995 until 1998 Mr. Foshee was
the President of North American  Marketing,  Inc., a direct mail  production and
marketing  company in  Richmond,  Virginia.  Immediately  prior to  joining  the
Company, Mr. Foshee was the President of Prime Property Developers, Inc., a home
construction company in Richmond, Virginia.



<PAGE>



Michael  Klansek,  age 44, has been the Chief  Financial  Officer of the Company
since  December 1999. He serves for an open-ended  term.  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  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 45, 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 56, 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 58, 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 an  attorney  and has been 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 President 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 Conventions. Mr. Freer is a graduate of Princeton University and
the University of Virginia Law School.

J.  Carter  Beese,  Jr.,  age 43, has been a Board  Member of NSC 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


<PAGE>



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.

Lowell W. Morse,  age 62, 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 a  director  of
Comerica California,  Inc. a subsidiary of Comerica, Inc. a publicly traded bank
holding  company.  Mr.  Morse is also a member  of the  board  of  directors  of
Christianity.com, Inc. and Zhaodaola Limited.

         (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.

The Company is not aware of any involvement by its current officers,  directors,
or other  applicable  persons  regarding  any  civil,  criminal,  or  bankruptcy
proceeding  or any other event that is required to be disclosed  that relates to
the past five years that are  material  to an  evaluation  or  integrity  of any
director, person nominated to become a director,  executive officer, promoter or
control person of the issuer.

Item 10.  Executive Compensation.


<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
                                      Annual Compensation                     Long-Term Compensation
------------------------------------------------------------------------------------------------------------
         (a)             (b)      (c)       (d)        (e)         (f)         (g)       (h)        (i)
                                                      Other                 Securities
                                                      Annual    Restricted  underlying   LTIP    All Other
 Name and Principal                                  Compensa-     Stock     options/   Payouts   Compensa-
      Position          Year   Salary ($)  Bonus ($)  tion ($)  Award(s)($)  SARS (#)     ($)     tion ($)
----------------------- ----- ----------- ---------- --------- ------------ ---------- -------- ------------
<S>                     <C>   <C>         <C>        <C>         <C>        <C>        <C>       <C>
Dr. M. G. Robertson,    1999  $       -   $      -   $      -    $      -   $      -   $      -  $       -
      Chairman          2000  $       -   $      -   $      -    $      -   $      -   $      -  $       -

Jim W. Foshee,          1999          -   $      -   $      -    $      -   $      -   $      -  $       -
  President (1)         2000  $ 100,000   $      -   $      -    $      -   $      -   $      -  $       -

Michael D. Klansek,     1999          -   $      -   $      -    $      -   $      -   $      -  $       -
 Treasurer (1) (2)      2000  $  75,000   $      -   $      -    $      -   $      -   $      -  $       -

Louis Isakoff,          1999  $       -   $      -   $      -    $      -   $      -   $      -  $       -
 Secretary (1) (2)      2000  $       -   $      -   $      -    $      -   $      -   $      -  $       -
------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In September  2000,  the directors  approved the issuance of employee  stock
options to all of the employees of the Company.  As of September  30, 2000,  the
options had not been granted.

(2) Mr. Klansek and Mr. Isakoff are also employed by Robertson Asset Management,
a company wholly owned by Dr. Robertson.

1999 Stock Option Plan

On November 11, 1998, one and one-half million  (1,500,000) shares of restricted
stock was set aside for compensation  and outlined as  non-qualified  options at
seventy-five  cents ($0.75) per share. On February 19, 1999, the Company amended
the vote of the Board of Directors to now include an Incentive Stock Option Plan
whereby nine-hundred thousand (900,000) shares of restricted stock was to be set
aside under the Non-Statutory Stock Option Plan for non-employee  members of the
Board of Directors, key personnel,  consultants or independent contractors,  and
an Incentive  Option Plan to include  employees,  and key  personnel  who render
services which  contribute to the success of the growth of the Company,  whereby
six-hundred  thousand  (600,000)  shares of restricted  stock was set aside. The
price per share of the  options is one dollar  and five cents  ($1.05),  or such
other amount as the Board of Directors shall determine.  The Company's Incentive
Stock  Option Plan and  Non-Statutory  Stock  Option  Plan are both  articulated
within one plan titled "1999 STOCK OPTION PLAN".





<TABLE>
<CAPTION>
                     SUMMARY OF NON-QUALIFIED STOCK OPTIONS
--------------------------------------------------------------------------------
                      Number of
                    Shares at July                Expiration
Name                  31, 2000      Grant Date       Date       Exercise Price
Board of Directors:
------------------- --------------  ------------- ------------- ----------------
<S>                 <C>             <C>           <C>           <C>
George Janke           150,000       2/17/99       2/17/09         $1.10
------------------- --------------  ------------- ------------- ----------------

J. Carter Beese         50,000       2/17/99       2/17/09         $1.05
------------------- --------------  ------------- ------------- ----------------

Robert E. Freer         45,000       2/17/99       2/17/09         $1.05
------------------- --------------  ------------- ------------- ----------------

J. Carter Beese         50,000      10/11/99      10/11/09         $1.05
------------------- --------------  ------------- ------------- ----------------

Robert E. Freer         50,000      10/11/99      10/11/09         $1.05
------------------- --------------  ------------- ------------- ----------------
Other Key Personnel    200,000
</TABLE>
--------------------------------------------------------------------------------
Total Stock Options Outstanding       545,000

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

(1) In September  2000,  the directors  approved the issuance of employee  stock
options to all of the employees of the Company.  As of September  30, 2000,  the
options had not been granted.



<PAGE>



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:

<TABLE>
<CAPTION>
  (1)                  (2)                            (3)              (4)*
Title of         Name and Address                  Amount and        Percent of
 Class         of Beneficial Owner             Nature of Beneficial    Class
                                                    Owner
--------------------------------------------------------------------------------
<S>            <C>                                <C>                 <C>
Common Stock   Warren D. Johnson, Jr.              4,929,524 (1)      16.05%
               5111 S.W. Bay Point Circle
               Palm City, FL 54990


Common Stock   Janke Family Vinasz Trust,          4,889,000          15.92%
               511 New Hope Road
               Lahaska, PA 18938


Common Stock   Dr. M. G. "Pat" Robertson,Chairman 14,180,000 (2)      46.17%
               977 Centerville Turnpike
               Virginia Beach, VA 23463
</TABLE>
--------------------------------------------------------------------------------
* Based on 30,711,540 fully diluted shares outstanding on September 30, 2000.

(1) These shares are subject to a  preliminary  injunction in Warren D. Johnson,
Jr.'s  Chapter 7  bankruptcy  proceeding.  Kapila,  Trustee vs.  Warren  Douglas
Johnson, Jr., et al., Case No. 92-33339-BKC-SHF (U.S. Bankruptcy Court, Southern
District  of  Florida).  The  Company  deems  Warren D.  Johnson,  Jr.  the true
beneficial  owner of such  shares.  They are held in nominee  names as  follows:
700,000 shares / Medical  College Fund,  625,000  shares / Windmills  Plantation
Fund, Ltd.,  600,000 shares / Hawks Nest Plantation Fund,  750,000 shares / Reed
International Fund, Inc., 750,000 shares / Ryder Securities Ltd., 500,000 shares
/ Marlin  Preservation Fund, 260,000 shares / Harvard Fund, Ltd., 260,000 shares
Merchants Trust Fund, 100,000 shares / Warren D. Johnson,  Sr., 284,524 shares /
Dianne Johnson,  100,000 shares / Dianne Johnson.  These shares are also subject
to stock rescission litigation by the Company.

(2) Included in the total  shares owned by Dr.  Robertson  are  4,040,000  share
owned  directly,  a right to  convert  the  $750,000,  $250,000,  $350,000,  and
$435,000  debentures  at $0.25  per  share  totaling  7,140,000  common  shares,
expiring on August 11, 2001, June 1, 2005, August 1,2005, and September 1, 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. (See
Part II, Item 5 Market for Common Equity and Related Stockholder  Matters,  (d).
Recent Sales of Unregistered Securities




<PAGE>



         (b) Security Ownership of Management.
For directors and officers:


<TABLE>
<CAPTION>
  (1)                  (2)                            (3)              (4)*
Title of         Name and Address                  Amount and        Percent of
 Class         of Beneficial Owner             Nature of Beneficial    Class
                                                    Owner
--------------------------------------------------------------------------------
<S>            <C>                                <C>                 <C>
               Dr. M. G. "Pat" Robertson,
               Chairman (1)
Common         977 Centerville Turnpike Virginia
 Stock         Beach, VA 23463                     14,180,000         46.17%
-------------- ---------------------------------- ------------------- ----------
               Jim W. Foshee, President
Common         100 Volvo Parkway, Suite 200
 Stock         Chesapeake, VA 23320                         0          0.00%
-------------- ---------------------------------- ------------------- ----------
               Michael Klansek, Treasurer
Common         100 Volvo Parkway, Suite 200
 Stock         Chesapeake, VA 23320                         0          0.00%
-------------- ---------------------------------- ------------------- ----------
               Louis A. Isakoff, Secretary
Common         Centerville Turnpike
 Stock         Virginia Beach,  VA 23463                    0          0.00%
-------------- ---------------------------------- ------------------- ----------
               J. Nelson Happy, Director
Common         100 Volvo Parkway, Suite 200
 Stock         Chesapeake, VA 23320                         0          0.00%
-------------- ---------------------------------- ------------------- ----------
               Robert E. Freer, Director
Common         100 Volvo Parkway, Suite 200
 Stock         Chesapeake, VA 23320                   102,000          0.33%
-------------- ---------------------------------- ------------------- ----------
               Lowell W. Morse, Director
Common         100 Volvo Parkway, Suite 200
 Stock         Chesapeake, VA 23320                   150,000          0.49%
-------------- ---------------------------------- ------------------- ----------
               J. Carter Beese, Director
Common         100 Volvo Parkway, Suite 200
 Stock         Chesapeake, VA 23320                   100,000          0.33%
-------------- ---------------------------------- ------------------- ----------
Common         Total Directors & Officers          14,532,000         47.32%
 Stock
</TABLE>
--------------------------------------------------------------------------------

* Based on 30,711,540 fully diluted shares outstanding on September 30, 2000

(1) Included in the total  shares owned by Dr.  Robertson  are  4,040,000  share
owned  directly,  a right to  convert  the  $750,000,  $250,000,  $350,000,  and
$435,000  debentures  at $0.25  per  share  totaling  7,140,000  common  shares,
expiring on August 11,  2001,  June 1, 2005,  August 1, 2005,  and  September 1,
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.
(See Part II, Item 5 Market for Common Equity and Related  Stockholder  Matters,
(d).  Recent Sales of  Unregistered  Securities and See Footnote (2) (a) of Part
III, Item 13 Security Ownership of Certain Beneficial Owners and Management, (a)
Security Ownership of Certain Beneficial Owners.]

(2) In September  2000,  the directors  approved the issuance of employee  stock
options to all of the  employees  of the  Company,  including  Mr.  Foshee,  Mr.
Klansek,  and Mr.  Isakoff.  As of September 30, 2000,  the options had not been
granted.





<PAGE>



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 25, 1998, a letter  arrangement was entered into Sears,  SEACO, and
by Jeffrey Johnson,  purportedly on behalf of the Company.  NSC disputes whether
Mr.  Johnson had  authority  to sign the  letter.  The  arrangement  purportedly
provided  for  Sears  to  purchase  up  to  one  and  one-half  million  gallons
(1,500,000) of ICE BAN(R),  subject to certain provisions  relating to resale to
SEACO.  The terms of the  agreement  are  subject to legal  disputes,  which are
unresolved at this time. [See Part II, Item 2. Legal Proceedings] This agreement
has recently expired.

2. On October 8, 1998,  the Company  issued  19,674  shares of its common  stock
valued at $108,323 to Baise, Miller & Freer PC of Washington, D.C. in payment of
professional  fees.  The Company  relied upon the  exemption  from  registration
provided by ss.4(2) of the Act and Rule 506.

3. On February 10, 1999,  the Company  issued  22,687 shares of its common stock
valued at $109,143 to Baise, Miller & Freer PC of Washington, D.C. as payment of
professional  fees.  The Company  relied upon the  exemption  from  registration
provided by ss.4(2) of the Act and Rule 506.

4. On April 16,  1999,  the Company  issued  17,957  shares of its common  stock
valued at $42,287 to Baise, Miller & Freer PC of Washington,  D.C. as payment of
professional  fees.  The Company  relied upon the  exemption  from  registration
provided by ss.4(2) of the Act and Rule 506.

5. On or about, May 5, 1999, Richard Jurgenson was elected Chairman of the Board
of Directors.  Mr.  Jurgenson first joined the Company's board in April 1998 and
was President of Minnesota Processors as well as one of its founders.  In August
1999 he became Chief Executive  Officer of the Company.  On November  22,1999 he
voluntarily resigned the position.  On January 5, 2000 Mr. Jurgenson voluntarily
resigned from the Board of Directors.

6. 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. The Company relied upon
the exemption from registration  provided by ss.4(2) of the Act and Rule 506 and
ss.13.1-507 of the Virginia Code.

7. 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.   The  Company   relied  upon  the  exemption  from
registration  provided by ss.4(2) of the Act and Rule 506 and ss.13.1-507 of the
Virginia  Code.  Dr.  Robertson  was elected  Chairman of the Board of Directors
subsequent to this transaction.


<PAGE>



8. 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.  The Company  relied
upon the exemption from registration provided by ss.4(2) of the Act and Rule 506
and ss.13.1-507 of the Virginia Code.

9. 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.  The Company  relied upon the
exemption  from  registration  provided  by  ss.4(2) of the Act and Rule 506 and
ss.13.1-507 of the Virginia Code.

10. 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.  The Company  relied upon
the exemption from registration  provided by ss.4(2) of the Act and Rule 506 and
ss.13.1-507 of the Virginia Code.

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

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

<TABLE>
<CAPTION>
Exhibit No.    Description
-----------    -----------------------
<S>            <C>
2.1            Ice Ban Board of Directors Mtg. Nov. 13, 1997 (a)
3.(i).1        Articles of Incorporation  Ice Ban Aug. 14, 1996 (a)
3.(i).2        Articles of  Incorporation Tembind  (Roadbind)  Oct. 17, 1997 (a)
3.(i).3        Articles of  Incorporation Natural Solutions Corp. (a)
3.(i).4        Ice Ban Articles of Inc. Amendment Nov. 11, 1998(a)
3.(i).5        Amend. to Articles of Inc. for ICE BAN, INC. 12-02-98 (a)
3.(i).6        Amend. of Articles of Inc. ICE BAN 12-11-98 (a)
3.(ii).1       Ice Ban America By-Laws(a)
3.(ii).2       Master  of By-Laws for Ice Ban Holdings, Inc (a)
3.(ii).3       Tembind  America  (Roadbind)  Bylaws (a)
10.1           PLM Investment Management (a)
10.2           First Addendum to Crystal Tree Lease July 10, 1997 (a)
10.3           Second Addendum to Crystal Tree Lease Feb. 8, 1999 (a)
10.4           Tenant Estoppel Cert.  Crystal Tree March 30, 1999 (a)
10.5           Lease Agreement, Medina NY Feb. 10, 1999 (a)
</TABLE>


<PAGE>


<TABLE>
<S>            <C>
10.6           Office Lease Agreement-NY 6-1-97 (a)
10.7           Tembec & Ice Ban Dist Agreement (a)
10.8           Addendum to Agreement between NSC and IBUSA (a)
10.9           Agreement Mountain Products -- Ice Ban (a)
10.10          Caloosa Shell Corp. Supply Agree (a)
10.11          DEDERT- Rental 7-23-98 (a)
10.12          Elevage USA Corp (a)
10.13          Lease NSC and Jeanne Whipple Realty (a)
10.14          Na-Churs Plant Food Company (a)
10.15          Roadway Solutions Inc. Sup Agree  4/19/99 (a)
10.16          RPR, Inc. 2/24/99 (a)
10.17          Steuben Co-Op terminal agree.9/16/99 (a)
10.18          Sweetners Plus (a)
10.19          Transmatrix, Inc. Contract (a)
10.20          Warehouse Lease (a)
10.21          CSX Transportation Agreement 5/12/98 (a)
10.22          Crystal Tree Corporate Centre Lease 4/11/97 (a)
10.23.1.1      Employment Contract                 (a)
10.23.2        Testing Consent Letters and HITEC Test Results  (a)
10.24          Highway Innovative Technology Evaluation Center (HITEC) Report
               (Hard Copy Provided Separately (a)
10.25          Notice of Death of Founder George Janke (b)
10.27          Convertible Debenture Dated June 1, 2000 (c)
10.28          Convertible Debenture Dated July 31, 2000 (d)
10.29          Convertible Debenture Dated August 31, 2000 (e)
16.1           Notice of Change in Accounting Firms Effective June 19, 2000 (f)
27   *         Financial Data Schedule
----------------------------------------------
</TABLE>

(a)  Filed under the same exhibit number to the Registrants Form 10-SB.

(b)  Previously  filed as Item 5 with the Company's  report on Form 8K filed May
     15, 2000

(c)  Previously  mentioned with the Company's  report on Form 8K filed August 9,
     2000 and filed with Schedule 13D as "Exhibit 4.3" on June 15, 2000.

(d)  Previously  filed with the  Company's  report on Form 8K as  "Exhibit A" on
     August 9, 2000

(e)  Previously  filed with the  Company's  report on Form 8K as  "Exhibit A" on
     September 8, 2000

(f)  Previously filed with the Company's report on Form 8K filed June 20, 2000

*    Filed herewith

     (b)  The Company  filed a report on Form 8K on May 15,  2000 in  connection
          with the Death of Founder George Janke

         The  Company  filed a  report  on Form 8K on June 20,  2000  dismissing
         accountants Cronin & Company and engaging PriceWaterhouseCoopers LLP.

         The Company  filed a report on Form 8K on June 21,  2000 in  connection
         with  an  executed  Convertible   Debenture   ("Debenture")  with  M.G.
         Robertson, the Company's Chairman of the Board.

         The Company  filed a report on Form 8K on August 9, 2000 in  connection
         with  an  executed  Convertible   Debenture   ("Debenture")  with  M.G.
         Robertson, the Company's Chairman of the Board.

         The  Company  filed  a  report  on  Form  8K on  September  9,  2000 in
         connection with an executed  Convertible  Debenture  ("Debenture") with
         M.G. Robertson, the Company's Chairman of the Board.

Item 2. Description of Exhibits

None



<PAGE>


                                   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 26, 2000    By: /s/   Jim W.  Foshee
                                 ----------------------------------------------
                                     Jim W.  Foshee, President

Date:   October 26, 2000    By: /s/   Michael Klansek
                                 ----------------------------------------------
                                     Michael Klansek, Chief Financial Officer

Date:   October 26, 2000    By: /s/   M.G. Robertson
                                 ----------------------------------------------
                                     M.G. Robertson, Chairman

Date:   October 26, 2000    By: /s/  Lowell Morse
                                 ----------------------------------------------
                                     Lowell Morse, Director

Date:   October 26, 2000    By: /s/   J. Nelson Happy
                                 ----------------------------------------------
                                     J. Nelson Happy, Director

Date:   October 26, 2000    By: /s/   J.  Carter Beese
                                 ----------------------------------------------
                                     J.  Carter Beese, Director

Date:   October 26, 2000    By: /s/   Robert E.  Freer
                                 ----------------------------------------------
                                     Robert E.  Freer, Director