U.S. Securities and Exchange Commission Washington, D.C. 20549 Form 10-QSB Amendment 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT For the quarter ended: April 30, 2000 Commission file no.: 0-28155 NATURAL SOLUTIONS CORPORATION -------------------------------------------- (Name of small business issuer as specified in its charter) Nevada 88-0367024 - ------------------------------- ------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 100 Volvo Parkway, Suite 200 Chesapeake, Virginia 23320 - ---------------------------------------- -------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number : (757) 548-4242 Securities registered under Section 12(b) of the Exchange Act: Name of each exchange on Title of each class which registered None None - ------------------------- ------------------------- Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.001 par value ----------------------------------- (Title of class) Copies of Communications Sent to: Mintmire & Associates 265 Sunrise Avenue, Suite 204 Palm Beach, FL 33480 Tel: (561) 832-5696 Fax: (561) 659-5371 Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of April 30, 2000, there are 20,026,540 shares of voting common stock of the registrant issued and outstanding. PART I FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of April 30, 2000 and 1999, and July 31, 1999.....................................................F-2 Consolidated Statements of Operations for the Three and Nine Months Ended April 30, 2000 and 1999...............................................F-3 Statements of Consolidated Cash Flows for the Nine Months Ended April 30, 2000 and 1999...............................................F-4 Notes to the Consolidated Financial Statements.............................F-5 NATURAL SOLUTIONS CORPORATION Consolidated Balance Sheets (Unaudited) (Unaudited) April 30, 2000 April 30, 1999 July 31, 1999 ------------------- ------------------- -------------------- Current Assets: Cash and Cash Equivalents $126,252 $96,439 $0 Accounts Receivable - Trade 110,020 445,382 86,339 Other Receivables 9,968 183 5,375 Inventories 671,209 630,494 626,872 Prepaid Expenses 21,918 100,849 62,736 ------------------- ------------------- -------------------- Total Current Assets 939,367 1,273,347 781,322 Property and Equipment, net 93,561 126,953 112,453 Investment in Affiliate 18,750 233,713 18,750 Licensing Agreement, net 364,259 445,300 419,620 Deferred Tax Asset - 217,606 - Amounts Due From Related Parties 212,908 157,467 54,741 Other 905 905 905 ------------------- ------------------- -------------------- $1,629,750 $2,455,291 $1,387,791 =================== =================== ==================== Current Liabilites: Accounts Payable - Trade 876,317 730,690 1,115,754 Accured Expenses 282,875 18,422 235,597 Note Payable 60,000 - Current Portion of Long Term Debt 82,000 82,000 82,000 Current Portion of Related Party Debt - 61,951 124,968 ------------------- ------------------- -------------------- Total Current Liabilities 1,301,192 893,063 1,558,319 Long Term Debt to Related Parties 257,000 313,762 132,032 Convertible Debenture 750,000 - - Stockholders' Equity: Preferred Stock, $0.01 par value, 20,000,000 shares authorized, no shares have been issued or are outstanding - - - Common Stock, $0.01 par value, 55,000,000 shares authorized, 19,996,540 issued and outstanding 20,297 15,997 15,997 Additional Paid-in Capital 12,789,154 11,775,167 11,770,954 Other Comprehensive Income (96,250) - (96,250) Accumulated Deficit (13,391,643) (10,542,698) (11,993,261) ------------------- ------------------- -------------------- Total Stockholders' Equity (678,442) 1,248,466 (302,560) ------------------- ------------------- -------------------- $1,629,750 $2,455,291 $1,387,791 =================== =================== ==================== The accompanying notes are an integral part of these financial statements. F-2 NATURAL SOLUTIONS CORPORATION Consolidated Statements of Operations For the Three Months Ended For the Nine Months Ended April 30 April 30 2000 1999 2000 1999 --------------- --------------- --------------- --------------- Net Sales $256,037 $201,302 $1,388,770 $1,744,101 Costs Applicable to Sales 318,418 161,418 1,161,942 1,218,609 --------------- --------------- --------------- --------------- Gross Profit (Loss) (62,381) 39,884 226,828 525,492 Selling and Administrative Expenses 507,359 418,905 1,572,711 1,375,578 --------------- --------------- --------------- --------------- Losses from Operations (569,740) (379,021) (1,345,883) (850,086) Other Expense, net (20,515) 1,428 (52,499) 1,428 --------------- --------------- --------------- --------------- Net Loss Before Taxes (590,255) (377,593) (1,398,382) (848,658) Income Taxes - - - - --------------- --------------- --------------- --------------- Net Loss ($590,255) ($377,593) ($1,398,382) ($848,658) =============== =============== =============== =============== Weighted Average Common Shares Outstanding 20,006,540 15,964,843 19,003,207 15,928,975 --------------- --------------- --------------- --------------- Loss per Share ($0.03) ($0.02) ($0.07) ($0.05) =============== =============== =============== =============== The accompanying notes are an integral part of these financial statements. F-3 NATURAL SOLUTIONS CORPORATION Consolidated Statements of Cash Flows For the Nine Months Ended April 30 2000 1999 --------------- ---------------- Operating Activities: Net Loss ($1,398,382) ($848,658) Non-Cash Expenses Included in Net Loss: Depreciation and Amortization 88,896 90,990 Bad Debts - (20,582) Product and Services Pruchased for Stock and Options - 381,169 Adjustments to Reconcile Net Loss to Cash Provided (Consumed) by Operating Activities: (Increase) in Accounts Receivable (23,681) (106,304) (Increase) in Other Receivables (4,593) - (Increase) Decrease in Inventories (44,337) 68,088 (Increase) Decrease in Prepaid Expenses 40,818 (3,284) Increase (Decrease) in Accounts Payable and Accrued Expenses (206,802) 301,195 --------------- ---------------- Cash Consumed by Operating Activities (1,548,081) (137,386) Financing Activities: Proceeds from Issuance of Note Payable 60,000 - Proceeds from Issuance of Long Term Debt 750,000 118,713 Proceeds from Issuance of Common Stock 1,022,500 - --------------- ---------------- Cash Generated by Financing Activities 1,832,500 118,713 Investing Activities: Acquisition of Equipment - (21,228) Advances and Charges to Related Parties (158,167) (4,943) Payments Recevied on Advances to Related Parties - 60,995 Investment in Affiliate - (123,713) --------------- ---------------- Cash Provided (Used) in Investing Activities (158,167) (88,889) Net Increase (Decrease) in Cash 126,252 (107,562) Cash and Cash Equivalents - Beginning - 125,265 --------------- ---------------- Cash and Cash Equivalents - Ending $126,252 $17,703 =============== ================ The accompanying notes are an integral part of these financial statements. F-4 NATURAL SOLUTIONS CORPORATION Notes to Interim Financial Statements Form 10-QSB April 30, 2000 Note 1. The interim financial statements include all adjustments, which, in the opinion of management, are necessary in order to make the financial statements not misleading. The unaudited consolidated financial statements and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. The accompanying consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the year ended July 31, 1999. The results of operations for the three-month and nine-month periods ended April 30, 2000 are not necessarily indicative of those to be expected for the entire year. Note 2. The financial statements as of April 30, 1999 and for the periods ended April 30, 1999 have been restated to reflect year end adjustments to provide an additional allowance for doubtful accounts totaling $299,280 which have been allocated back to the applicable quarters. The result of this adjustment is to increase the loss per weighted average common share outstanding by $0.003 and $0.019 for the three months and nine months ended April 30, 1999, respectively. Note 3. On August 11, 1999, the Company borrowed $750,000 from a related party 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 may be converted 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 expire as follows: one million shares on July 28, 2000 and two million shares on August 9, 2004. Certain terms related to the convertible debenture and detachable warrants were amended in conjunction with the transaction described in Note 4 below. Note 4. Subsequent to April 30, 2000 and in conjunction with a plan to raise up to $3 million in additional investment the Company borrowed $250,000 from a related party in the form of a convertible debenture baring interest at 10% per annum, secured by all the assets of the Company and maturing June 1, 2005. Prior to repayment, the principal and accrued and unpaid interest may be converted into the Company's common stock at a price of $0.25 per share. As a condition of the loan, the Company amended certain provisions of the convertible debenture issued on August 11, 1999. The amended terms include; a) the revision of the conversion rate to common stock from $0.75 per share to $0.25 per share, and b) secured the convertible debenture with all the assets of the Company. In addition, the Company amended the exercise price of the two detachable warrants, issued in conjunction with the convertible debenture issued on August 11, 1999 from $0.75 to $0.25 per common share. F-5 Item 2. Management's Discussion and Analysis Forward Looking Statements: This Form 10-QSB includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-QSB which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), expansion and growth of the Company's business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements. Overview: The Company was formed to exploit in the United States certain patents, rights to patents, and other proprietary products covered under a licensing agreement to market agricultural co-products such as road de-icing and anti-icing, dust suppressant and road stabilization products. The products are marketed under the protected trade names of Ice Ban(R) and Roadbind(TM). These products are sold through a network of direct sales representatives and licensed distributors throughout the United States. Results of Operations - The Three Months Ended April 30, 2000 Compared to the Three Months Ended April 30, 1999: Net sales for the three months ended April 30, 2000 for continuing operations by the Company were $256,037 compared to $201,302 for the same period last year; resulting in an increase of $54,735 or 27%. The increase in sales is primarily due to an extended winter snow season, which increased sales of Ice Ban(R) products in February 2000. This extended winter snow season more than offset the negative effect on sales from the Company's decision to restructure its sales organization and reduce its dependence on a limited number of specific customers. The Company continues its efforts to establish its own sales force, recruiting new distributors, and reducing the size of new and existing distributor territories. The gross profit (loss) for the current period totaled ($62,381) or (24%) of sales, compared to $39,884, or 20% for the comparable period in the prior year. The decline in profit margin is largely due to increased fixed storage and rail car leases, which are spread over relatively few sales dollars and reduced unit selling prices due to increased competition from former Ice Ban distributors. Selling and administrative expenses totaled $484,859 compared to $418,905 for the same period last year. Increases in marketing costs, rent associated with moving the Company's headquarters to Virginia, additional legal fees associated with the continuing litigation, and increased insurance costs were primarily responsible for the increase in selling and administrative expenses of $65,954. Losses from operations totaled $547,240 compared to losses in the prior year of $379,021, an increase of $168,219. Other expenses totaled $20,515 bringing the net loss to $567,755 compared to a net loss of $377,593 for the same period last year. While the new management is in the process of a wide-ranging assessment of each cost item as well as the marketing and sales efforts, it is too early in the process to predict the steps management will institute as a result. But management has increased and will continue to seek to increase sales, lower fixed costs as a percentage of sales and either settle or see through to successful conclusion the non-productive litigation, which this year has burdened the Company's bottom line. There can be no assurances that such efforts will be successful. Liquidity and Capital Resources: In the nine months ended April 30, 2000, operating activities consumed $1,525,581 in cash as compared to $137,386 of cash consumed in the comparable period in 1999. This increase in cash consumed from fiscal year 1999 to 2000 is largely due to increases in receivables and inventories associated with the timing of sales, which occurred later in the current year winter selling season compared to the same period last year. In addition, accounts payable and accrued expenses were reduced by $206,802 compared to an increase of $301,195 for the comparable prior period. Finally, cash consumed by operations in the prior year was reduced by the issuance of stock and options to purchase product and services totaling $381,169. That practice was discontinued in the current year. The Company recorded an infusion of $1,750,000 from financing activities from the end of its fiscal year to April 30, 2000. The infusion of funds took place in two separate transactions with a related party. Certain elements of these transactions were later amended as part of an additional infusion of $250,000 on June 1, 2000. The first transaction, as amended, was a $750,000 convertible debenture bearing interest at 10% per annum, secured by the assets of the Company, and maturing on August 11, 2001. Prior to repayment, the principal and accrued and unpaid interest may be converted into the Company's common stock at a price of $0.25 per share. The debenture included two detachable warrants, amended to one warrant, entitling the holder to purchase up to three million shares of the Company's common stock at $0.25 per share. The warrants expire on June 1, 2005. As a part of the transaction a director and significant shareholder has agreed to vote his shares consistent with the desires of this investor. The remaining capital was raised through the sale of four million shares of common stock to a related party for $1 million. As a part of the transaction, the purchaser acquired, among other rights, the right to name up to three of seven of the directors of the Company. In conjunction with a plan to raise up to $3 million in additional investment the Company borrowed $250,000 from a related party on June 1, 2000. This borrowing was in the form of a convertible debenture baring interest at 10% per annum, secured by the assets of the Company and maturing June 1, 2005. Prior to repayment, the principal and accrued and unpaid interest may be converted into the Company's common stock at a price of $0.25 per share. As a condition of the loan, the Company amended certain provisions of the convertible debenture issued on August 11, 1999. The amended terms include; a) the revision in the common stock conversion rate from $0.75 per share to $0.25 per share and b) secured the convertible debenture with the assets of the Company. In addition, the Company replaced the two detachable warrants, issued in conjunction with the convertible debenture issued on August 11, 1999 amending the common stock exercise price from $0.75 per common share to $0.25 per share. The Company is in negotiations with the related party that loaned the most recent $250,000 to loan an additional $750,000. In addition, the Company is seeking additional outside investment of $2 million to fund its long-term growth plans. The Company believes that it is necessary to raise this 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 further expansion of the Company's sales force. Currently, sales volumes of the dust suppressant and road stabilization products do not produce sufficient profits to support the expansion planned for the coming fiscal year. Impact of the Year 2000 Issue: 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. PART II OTHER INFORMATION Item 1. Legal Proceedings. 1) Jeffrey Johnson v. 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. Johnson has filed an arbitration proceeding and the Company has responded with an answer and defenses. This matter is currently being arbitrated. 2) Dianne Johnson, et al. v. Natural Solutions, et al., Case No. 99-8228, United States District Court, Southern District of Florida. This lawsuit was filed on March 26, 1999 by the Johnson family, seeking damages for alleged breach of various security regulations and laws by NSC. The Company has successfully filed two Motions to Dismiss. The Johnson family has filed a second amended complaint, which NSC has also moved to dismiss. NSC has filed a counterclaim to rescind the sale of founders stock issued to the plaintiffs. The stock owned by the Johnson family is founders stock for which the Johnson family paid approximately $4,000 to the Company. Recently NSC has filed a substantial 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 completed in this case. The parties to this and the following listed legal action have been in negotiations to reach a settlement. Although no settlement has been reached, the parties continue to consider alternatives. 3) Dianne Johnson and the Johnson Family 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 Ice Ban, Inc. (New York) to the Company, which sale occurred in the summer of 1997, based upon alleged fraudulent misrepresentations surrounding the ownership of the so-called Toth patent. The Company has filed an answer, affirmative defenses, and a counterclaim similar to the counterclaim in item b) above. Discovery is proceeding, but the case is not set for trial. The parties to this and the previously listed legal action have been in negotiations to reach a settlement between the parties. Although no settlement has been reached, the parties continue to consider alternatives. 4) Natural Solutions Corporation, et al. v. 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 for tortious interference with the Company's rights to the so-called Toth patent acquired by Mr. George 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 v. Natural Solutions Corporation, et al., Case No. 99-CV-704-DNH. This is an action filed on January 25, 1999, in New York State Court, but removed to the United States District Court for the Northern District of New York. This action alleges fraudulent misrepresentations by NSC and others based upon the ownership of the Toth patent and fraudulent inducement into a certain contract for the distribution of product in New England based upon NSC's alleged misrepresentations regarding ownership of the Toth patent. The Plaintiff has amended their Complaint to allege patent infringement of the Toth patent. In October 1999 Sears Oil and Sears Petroleum sought a temporary restraining order determining that SeaCo, LLC 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 has filed a counterclaim. The case is not set for trial. 6) Ice Ban America, Inc (the former name of NSC). v. Innovative Municipal Products, Inc., Case No. 99-00710, State Court of New York. This lawsuit was filed on March 24, 1999, by NSC to recover two hundred fifty-thousand dollars ($250,000) owed to it by its New York distributor, Innovative Municipal Products. Innovative has filed affirmative defenses and counterclaims based upon alleged misrepresentation regarding the Toth 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. 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, who formed Terrabind International, Inc. The lawsuit claims that the three officers 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 Division. The pre-suit investigation uncovered a substantial sale to Yakima, Washington that was directed from Roadbind America to Terrabind. The action seeks damages and injunctive relief to prevent usurpation of other corporate opportunities and inventions developed by the Company. Item 2. Changes in Securities and Use of Proceeds On March 1, 2000 the Company issued 30,000 shares of common stock in settlement of a billing dispute with a supplier. The shares were valued at $22,500 and recorded as advertising expense. Subsequent to April 30, 2000 and in conjunction with a plan to raise up to $3 million in additional investment the Company borrowed $250,000 from a related party on June 1, 2000. This borrowing was in the form of a convertible debenture baring interest at 10% per annum, secured by the assets of the Company and maturing June 1, 2005. Prior to repayment, the principal and accrued and unpaid interest may be converted into the Company's common stock at a price of $0.25 per share. As a condition of the loan, the Company amended certain provisions of the convertible debenture issued on August 11, 1999. The amended terms include; a) the revision in the common stock conversion rate from $0.75 per share to $0.25 per share and b) secured the convertible debenture with the assets of the Company. In addition, the Company replaced the two detachable warrants, issued in conjunction with the convertible debenture issued on August 11, 1999 amending the common stock exercise price from $0.75 per common share to $0.25 per share. Item 3. Defaults in Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information On April 27, 2000 Mr. George Janke, a co-founder, former chairman, director, and CEO of the Company passed away. The following paragraphs, which discussed his passing, were included in a press release and subsequently filed Form 8-K. Chesapeake, Virginia 5/1/00; Natural Solutions Corporation (OTC PS: ICEBE), Natural Solutions Corporation's Chairman of the Board, Dr. M.G. (Pat) Robertson, reported that Mr. George Janke, co-founder and former Chairman and CEO of the Company passed away last week. Dr. Robertson stated, "I am deeply saddened to report that Mr. George Janke passed away last week. George was the co-inventor of Ice Ban and Roadbind, and co-founder of Natural Solutions Corporation. His contributions to the Company cannot be measured and his insights will be sorely missed." Dr. Robertson added, "We are fortunate that nearly a year ago, George had the foresight to begin transferring leadership of the Company to others. Prior to this past winter season, we began establishing a new management team and that process was completed in March. Although we will miss George's insights and experience, Natural Solutions' management is continuing to press toward the long-term success of the Company." Item 6. Exhibits and Reports on Form 8-K (a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as described in the following index of exhibits, are incorporated herein by reference, as follows: Exhibit No. Description - ----------- ------------------------------------------------------------ 4.2 First Amendment to the Convertible Debenture Due August 2001 4.3 Convertible Debenture dated June 1, 2000 4.4 Stock Purchase Warrant W-3A 10.25 Security Agreement 27 * Financial Data Schedule - -------------------------------------- * Filed herewith (b) No Reports on Form 8-K were filed during the quarter ended April 30, 2000 SIGNATURES -------------------- In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Natural Solutions Corporation (Registrant) Date: October 2, 2000 By: /s/ Jimmy W. Foshee ----------------------- Jimmy W. Foshee, President By: /s/ Michael D. Klansek ----------------------- Michael D. Klansek, Treasurer and Chief Financial Office