SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 8, 2002
Natural Solutions Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-28155 88-0367024
------ --------- ----------
(State or other jurisdiction Commission File Number (IRS Employer
of incorporation) 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
ITEM 2. Acquisition or Disposition of Assets
Natural Solutions Corporation (the "Company") has disposed of substantially all
of its assets outside of the ordinary course of business, as follows:
On March 28, 2002, Dr. M.G. Robertson notified the Company that each of the
Company's convertible debentures held by Dr. Robertson (the "Notes") were
in default because, among other reasons, the Company's board of directors
had elected to file a Chapter 7 bankruptcy petition. As provided in each of
the Notes, in the event of the occurrence of an event of default, each Note
is immediately due and payable and Dr. Robertson may collect payment in
every way permitted by law.
The Company's obligations under the Notes are secured by, among other
things, a security agreement (the "Security Agreement") dated as of June 1,
2000. The Security Agreement grants to Dr. Robertson a security interest in
all of the Company's assets, tangible and intangible, now owned or
hereafter acquired by it, including, but not limited to, licenses
(collectively referred to as the "Collateral"). The Collateral represents
substantially all of the assets of the Company.
Dr. Robertson made demand for full payment through a Notice of Demand and
Notice of Disposition of Collateral on March 28, 2002. The principal amount
due under the Notes at March 28, 2002 was $1,885,000.
A public auction to sell certain assets included in the Collateral was
conducted on April 8, 2002. Prior to the public auction, Dr. Robertson
assigned certain Notes to Earth Friendly Chemicals, Inc. ("Earth Friendly
Chemicals"). At the public auction, certain assets included in the
Collateral were sold to Earth Friendly Chemicals at a purchase price of
$500,000. The proceeds were paid also to Earth Friendly Chemicals in
satisfaction of certain Notes that it held. A copy of the Memorandum of
Sale, which includes a description of the assets sold, is attached to this
report as Exhibit 99.
Dr. Robertson was Chairman of the Board and a director of the Company
until his resignation on March 21, 2002. Dr. Robertson is Chairman
of Earth Friendly Chemicals, Inc.
The Company's board of directors authorized the filing of a bankruptcy petition
on March 22, 2002. The Company is currently preparing a bankruptcy petition in
anticipation of the liquidation and dissolution of the Company. Following the
sale of the Collateral, the Company had total assets of approximately $290,000
and total liabilities of approximately $3,500,000. The Company no longer has any
operating income or expense.
ITEM 7. Exhibits.
---------
Exhibit No. Description
99 Memorandum of Sale
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
Natural Solutions Corporation
(Registrant)
Date: April 29, 2002 By: /s/ Lowell W. Morse
-----------------------------------------
President
Exhibit 99
MEMORANDUM OF SALE
THIS MEMORANDUM OF SALE is made this 8th day of April, 2002 by and
between Earth Friendly Chemicals, Inc. ("Secured Party") and Earth Friendly
Chemicals, Inc. ("Purchaser").
Recitals
A. Pursuant to a security agreement ("Security Agreement") from
Natural Solutions Corporation to M. G. Robertson dated as of June 1, 2000. The
Secured Party conducted a public auction at 10:00 a.m. on April 8, 2002 ("Sale
Date"), a sale of certain personal property, more particularly described on
Exhibit A ("Property").
B. The Purchaser was the successful bidder at the public auction
of the Property.
Agreement
For and in consideration of the Property and the Deposit (as defined
below) and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged by the parties, the parties agree as follows:
1. The Purchaser agrees to buy and the Secured Party
agrees to sell the Property for the sum of $500,000 (the "Purchase Price").
2. The Purchase price shall be paid as follows:
(a) $ [WAIVED] ("Deposit") deposited with the
Secured party upon execution of this Memorandum of Sale; and
(b) Balance of the Purchase Price to be paid to
the Secured Party in cash within ten (10) days from the date
of this Memorandum of Sale.
Failure to pay the Purchase Price as set forth in this Memorandum of Sale will
result in the forfeiture of the Deposit, the termination of this memorandum of
Sale and the resale of the Property.
3. The conveyance of the Property is subject to any and
all rights, defects, liens, encumbrances or adverse claims of whatever nature,
which are superior to the lien of the Security Agreement.
4. Settlement will be held at the Norfolk offices of
Kaufman & Canoles.
5. The Purchaser shall pay all costs of conveyancing.
6. The Secured Party will convey the Property by bill of
sale without warranty.
7. THE SECURED PARTY MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY SORT OR NATURE CONCERNING THE CONDITION OF THE PROPERTY
(INCLUDING, BUT NOT LIMITED TO, WHETHER OR NOT ANY PERSON IS IN POSSESSION OF
THE PROPERTY) AND THE PROPERTY IS SOLD IN AN "AS IS" CONDITION.
8. TIME IS OF THE ESSENCE.
WITNESS the following signatures:
SECURED PARTY
EARTH FRIENDLY CHEMICALS, INC.
By: /s/
-------------------------------------------
Counsel
PURCHASERS:
EARTH FRIENDLY CHEMICALS, INC.
By: /s/
-------------------------------------------
Counsel
EXHIBIT A
ASSETS TO BE SOLD
Natural Solutions Corporation
Sale Date: Monday, April 8, 2002 at 10:00 a.m.
Accounts Receivable
Amounts Due From Ice Ban USA
Furniture & Equipment (consisting primarily
of five (5) used computers and accessories
plus associated software and files, eight
(8) lateral files of various sizes plus
associated paper records, and two (2) pieces
of scientific equipment-freeze point tester
and corrosion tester)
Rights Under Ice Ban License Agreement dated
August 31, 1996 between Natural Solutions
Corporation and Ice Ban USA, Inc., as
amended
All distribution rights and distribution
agreements (including but not limited to
Bare Grounds, International Salt Company,
L.L.C., P.S. Construction, GMCO, America
West, and Scot Wood Industries)
All supply rights and agreements (including
but not limited to Penford Products Company)
All rights to the use of trade names
(including Summit Performance Plus, and
Ultra)