-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S0FYb3tJGo5nbKdW8JWjN8hkyHyvXwSDnUzvFyzb9GiqEDB/7gyaSCfbiZBc9Mv+ M3tf/+maXdBrsaguhou5fg== 0001085037-10-000304.txt : 20100915 0001085037-10-000304.hdr.sgml : 20100915 20100915151026 ACCESSION NUMBER: 0001085037-10-000304 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100915 DATE AS OF CHANGE: 20100915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MANIS ROBBIE CENTRAL INDEX KEY: 0001500803 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 346 LAZARD AVENUE CITY: MOUNT ROYAL STATE: A8 ZIP: H3R 1P3 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nature's Call Brands Inc. CENTRAL INDEX KEY: 0001473591 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85644 FILM NUMBER: 101073780 BUSINESS ADDRESS: STREET 1: 346 LAZARD AVENUE CITY: MOUNT ROYAL STATE: A8 ZIP: H3R 1P3 BUSINESS PHONE: 514-337-5252 MAIL ADDRESS: STREET 1: 346 LAZARD AVENUE CITY: MOUNT ROYAL STATE: A8 ZIP: H3R 1P3 SC 13D 1 sched13d.htm SCHEDULE 13D sched13d.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
 
NATURE’S CALL BRANDS, INC.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

63902J105
(CUSIP Number)

copy to:
Bernard Pinsky
Clark Wilson LLP
Barristers & Solicitors
Patent & Trade-Mark Agents
800 - 885 West Georgia Street
Vancouver, British Columbia, Canada  V6C 3H1
Tel: 604.687.5700 Fax: 604.687.6314
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 3, 2010
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [   ].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

SCHEDULE 13D
 
CUSIP No.
63902J105

1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robbie Manis
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  [   ]
(b)  [   ]
3
SEC USE ONLY
     
4
SOURCE OF FUNDS (See Instructions)
PF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                       [   ]
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
6,000,000
 
8
SHARED VOTING POWER
 
Nil
 
9
SOLE DISPOSITIVE POWER
 
6,000,000
 
10
SHARED DISPOSITIVE POWER
 
Nil
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
      [   ]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 66.3% based on 9,050,000 shares of common stock outstanding
14
TYPE OF REPORTING PERSON (See Instructions)
IN

 

 
Page 1

 

 
This Schedule 13D is being filed on behalf of Robbie Manis relating to the shares of common stock of Nature’s Call Brands, Inc., a corporation existing under the laws of the State of Nevada
(the “Issuer”).
 
Item 1.  Security and Issuer
 
This Statement relates to shares of common stock with $0.001 par value of the Issuer. The principal executive offices of the Issuer are located at 346 Lazard Avenue, Mount Royal, Quebec, Canada  H3R 1P3.
 
Item 2.  Identity and Background
 
(a)
Robbie Manis.
   
(b)
346 Lazard Avenue, Mount Royal, Quebec, Canada  H3R 1P3.
   
(c)
Mr. Manis is a businessman.
   
(d)
During the last five years, Mr. Manis has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanours).
   
(e)
During the last five years, Mr. Manis was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
   
(f)
Mr. Manis is a citizen of Canada.
 
Item 3.  Source and Amount of Funds or Other Considerations
 
Robbie Manis acquired 6,000,000 shares of common stock as of September 3, 2010 for the total purchase price of US$60,000, which was paid in cash. The transaction was effected pursuant to an Affiliate Stock Purchase Agreement dated September 3, 2010 among Robbie Manis, Adrian Burenta, Inga Cebanu and Pavel Krykov.
 
Mr. Manis used his personal funds to acquire these shares.
 
Item 4.  Purpose of Transaction
 
Mr. Manis acquired the shares of the Issuer for investment purposes, but may transfer or sell such shares as necessary and in accordance with applicable securities laws.

 
Page 2

 

 
Current directors of the Company other than Mr. Manis have indicated that they will resign as directors shortly. Otherwise, Mr. Manis does not presently have any plan or proposal which relate to or would result in the acquisition or disposition by any person of additional securities of the Issuer, or the disposition of the Issuer; an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Issuer or its subsidiary; a sale or transfer of a material amount of assets of the Issuer or its subsidiary; any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; any material change in the present capitalization or dividend policy of the Issuer; any other material ch ange in the Issuer’s corporate structure; changes to the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar to any of those enumerated above. However Mr. Manis is considering possible acquisitions by the Company and is reviewing various proposals and businesses.
 
Item 5.  Interest in Securities of the Issuer
 
The aggregate number and percentage of common stock of the Issuer beneficially owned by Mr. Manis is 6,000,000 shares, or approximately 66.3% of the Issuer, based on 9,050,000 shares of common stock outstanding as of the date of this statement.
 
Mr. Manis has the sole power to vote or to direct the vote, and to dispose or to direct the disposition, of 6,000,000 shares of common stock of the Issuer.
 
Mr. Manis has not effected any transaction in the shares of common stock of the Issuer during the past sixty days.
 
No person, other than Mr. Manis, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 6,000,000 shares of common stock of the Issuer.
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
There are no contracts, arrangements, understandings, or relationships (legal or otherwise) between Mr. Manis and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 
Item 7.
Material to Be Filed as Exhibits
10.1.
Affiliate Stock Purchase Agreement dated September 3, 2010 among Robbie Manis, Adrian Burenta, Inga Cebanu and Pavel Krykov.

 
Page 3

 

 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 15, 2010                                                                
Date

/s/ Robbie Manis                                                                
Signature

Robbie Manis                                                                
Name/Title


 
Page 4

 

EX-10.1 2 stockagmt.htm STOCK PURCHASE AGREEMENT stockagmt.htm

 
AFFILIATE STOCK PURCHASE AGREEMENT
 
 
This Affiliate Stock Purchase Agreement (this "Agreement"), is made as of September 3, 2010, by and between Adrian Burenta, as to 2,500,000 shares, and Inga Cebanu as to 1,000,000 shares, and Pavel Krykov as to 2,500,000 shares, all of Russia, (the “Sellers”) and the purchasers listed on Schedule “A” hereto, each of which is referred to herein as a “Purchaser” and collectively as the “Purchasers”.
 
RECITALS
 
WHEREAS, the Sellers collectively are the owners of 6,000,000 restricted shares of common stock, of Nature’s Call Brands Inc., a Nevada corporation (the "Company") in the proportions set out above; and
 
WHEREAS, the Sellers propose to sell to each Purchaser the number of restricted shares of common stock specified next to such Purchaser’s name in Schedule “A” hereto (the “Purchased Shares”), on the terms set forth herein.
 
In consideration of the premises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
1.                      PURCHASE AND SALE
 
1.1                      The Sellers hereby agree to sell, assign, transfer and deliver to each Purchaser, and each Purchaser hereby agrees to purchase from the Sellers, the Purchased Shares at a purchase price per share of US $0.01 for an aggregate purchase price of US $60,000 (the "Purchase Price") payable on the Closing Date (as defined below).  Payment shall be in U.S. Dollars, in the form of bank wire as follows.  An amount of $60,000 in good funds delivered and cleared to Sellers’ account via escrow agent Befumo & Schaeffer, PLLC (“Escrow Agent”) (account information provided by separate communiqué’).
 
1.2                      Upon Escrow Agent’s receipt of the total Purchase Price at closing, Sellers agree to deliver, to Purchaser, the share certificate(s) representing the Purchased Shares of NATC common stock.
 
1.3                      Closing.  The closing (“Closing”) of the transactions contemplated hereby will occur on, or, before the 31st day of August, 2010 (the “Closing Date”).
 
2.                      REPRESENTATIONS AND WARRANTIES OF THE SELLER
 
2.1                      The Sellers jointly and severally warrant, covenant and represent to each Purchaser with the intention of inducing each Purchaser to enter into this Agreement that:

 

 

 
immediately prior to and at the Closing, the Sellers shall be the legal and beneficial owner of the Purchased Shares and on the Closing Date, the Sellers shall transfer to each Purchaser the Purchased Shares free and clear of all liens, restrictions, covenants or adverse claims of any kind or character;
 
(a)  
the Sellers have the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Sellers hereunder and to consummate the transactions contemplated hereby; and
 
(b)  
each Seller is, or has been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act");
 
(c)  
to the best of the knowledge, information and belief of the Sellers there are no circumstances that may result in any material adverse effect to the Company or the value of the Purchased Shares that are now in existence or may hereafter arise;
 
(d)  
immediately upon closing, no Seller shall be indebted to the Company and the Company shall not be indebted to any of the Sellers;
 
(e)  
the authorized capital of the Company consists of 75,000,000 common shares, par value $0.001 per share, of which a total of 9,050,000 common shares have been validly issued, are outstanding and are fully paid and non-assessable;
 
(f)  
no person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to require the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares in the capital of the Company;
 
(g)  
immediately upon closing, the Company shall have no liability, due or accruing, contingent or absolute, and shall not be directly or indirectly subject to any guarantee, indemnity or other contingent or indirect obligation with respect to the obligation of any other person or company not shown or reflected in the Company’s most recent audited financial statements (the “Financial Statements”) filed on Edgar which will have been paid in full either from the Purchase Price or prior to payment of the Purchase Price; and the Sellers will pay any outstanding liability of the Company in excess of $100 with the Purchase Price;
 
(h)  
the Company has good and marketable title to all of its assets, and such assets are free and clear of any financial encumbrances not disclosed in the Financial Statements; and

 
2

 

 
(i)  
there are no claims threatened or against or affecting the Company nor are there any actions, suits, judgments, proceedings or investigations pending or, threatened against or affecting the Company, at law or in equity, before or by any Court, administrative agency or other tribunal or any governmental authority or any legal basis for same.
 
3.                      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
 
3.1                      Each Purchaser represents and warrants to the Seller that each Purchaser:
 
(a)  
has the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated;
 
(b)  
understands and agrees that offers and sales of any of the Purchased Shares prior to the expiration of a period of one year after the date of completion of the transfer of the Purchased Shares (the "Restricted Period") as contemplated in this Agreement shall only be made in compliance with the safe harbor provisions set forth in Regulation S, or pursuant to the registration provisions of the Securities Act or pursuant to an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom; and
 
(c)  
is acquiring the Purchased Shares as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Purchased Shares.
 
The foregoing representations and warranties are inserted for the exclusive benefit of the Purchasers and may be waived in all or in part by the Purchasers by notice in writing to the sellers.
 
4.                      INDEMNIFICATION
 
4.1                      The Sellers jointly and severally hereby agree to indemnify and hold harmless the Purchasers and the Company against any losses, claims, damages or liabilities to which the Sellers or the Company may become subject insofar as such losses, claims, damages or liabilities arise out of or are based upon taxes, real property leases or equipment leases payable by or for which the Company has the primary liability; and in particular, any misrepresentation of the Sellers as contained herein.  Damages of the Purchasers are not limited to the amount of the Sellers received hereunder but will include each Purchaser’s or Company’s actual cost of any claim and full costs of negotiations and for defence.
 
5.                                MISCELLANEOUS
 
5.1                      The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement.

 
3

 

 
5.2                      Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States dollars.
 
5.3                      There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified.
 
5.4                      This Agreement will be governed by and construed in accordance with the laws of the state of Nevada. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Nevada with respect to any legal proceedings arising from this Agreement.
 
5.5                      The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and shall continue in full force and effect for a period of three years.
 
5.7                      This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
 
5.8                      Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.
 
Each of the parties hereto has executed this Agreement to be effective as of the day and year first above written.
 
 
 

 
/s/ Adrian Burenta                                                                
 
Adrian Burenta
 

 
/s/ Inga Cebanu                                                                
 
Inga Cebanu
 

 
/s/ Pavel Krykov                                                                
 
Pavel Krykov
 

 

 


 
4

 


 
SCHEDULE A
 

Name of Purchaser
Number of Restricted Common Shares
of  the Purchaser
Signature of Purchaser
Robbie Manis
6,000,000
/s/ Robbie Manis
     
     
     
     
     
     
     
 



 
5

 

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