UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment #2)
MANAS PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
56176Q 10 2
(CUSIP Number)
Alexander Becker
1051 Brickley Close
Sidney, BC Canada V8L 5L1
(250) 655 4783
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 29, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 Rule 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).
| CUSIP No. 56176Q 10 2 |
| 1 | NAME OF REPORTING PERSONS Alexander Becker | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS PF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 10,544,660 | |
| 8 | SHARED VOTING POWER 333,3331 | ||
| 9 | SOLE DISPOSITIVE POWER | ||
| 10 | SHARED DISPOSITIVE POWER 333,3331 | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,877,9931 | ||
| 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) 8.9% based on 122,883,866 shares of common stock outstanding as of November 12, 2010 | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
________________________
1Includes 333,333 shares of common stock held in trust for Thomas Flottmann.
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Item 1. Security and Issuer
This statement is being filed on behalf of Alexander Becker, relating to the shares of common stock, par value $0.001 per share, of Manas Petroleum Corporation, a corporation incorporated under the laws of the State of Nevada (the “Issuer”). The principal executive office of the Issuer is located at Bahnhofstrasse 9, 6341 Baar, Switzerland
Item 2. Identity and Background
| (a) | This statement is filed by Alexander Becker. |
| (b) | The residential address of Alexander Becker is 1051 Brickley Close, Sidney, BC Canada V8L 5L1. |
| (c) | Dr. Becker is a geologist; retired |
| (d) | During the last five years, Dr. Becker has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Dr. Becker has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, he 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) | Dr. Becker is a citizen of Canada |
Item 3. Source and Amount of Funds or Other Consideration
On April 1, 2007, the Issuer entered into an Employment and Non-Competition Agreement with Dr. Alexander Becker pursuant to which Dr. Becker agreed to serve as the Issuer’s Chief Executive Officer and member of the board of directors of the Issuer. In consideration for the services that Dr. Becker rendered pursuant to his Employment Agreement, Dr. Becker received stock options to purchase 1,750,000 shares of Manas common stock pursuant to the Manas 2007 Stock Option Plan. These stock options have expired on October 8, 2009, three months after Dr. Becker ceased to be a member of the board of directors of the Issuer.
On April 10, 2007, the Issuer completed the acquisition of DWM Petroleum AG, a Swiss company, under a share exchange agreement that it entered into with DWM Petroleum and the shareholders of DWM Petroleum on November 23, 2006. Under this share exchange agreement, Dr. Becker received 17,929,943 shares of the Issuer’s common stock in exchange for 18,075,776 shares of DWM Petroleum held by him.
On September 26, 2010, Mr. Becker entered into a share placement/purchase agreement with the Issuer. Mr. Becker has expressed an interest in selling all of his shares of common stock of the Issuer to a third party or back to the Issuer. The share placement/purchase agreement provides that in the event any of Mr. Becker’s shares of common stock of the Issuer are not placed with buyers within 6 months from September 26, 2010, the Issuer will be obligated to purchase such shares from Mr. Becker.
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Dr. Becker holds 333,333 shares of common stock in trust for Thomas Flottmann for replacing Dr. Becker as the Issuer’s CEO. When the shares are sold, Dr. Becker agreed to transfer the proceeds of the sale to Mr. Flottmann.
Since August 2, 2010, Dr. Becker has disposed of securities of the Issuer in the open market as follows:
Transaction Date | Title of Security | No. of Securities Sold | Price Per Share or Unit | Balance |
| common stock | 14,417,293 | |||
| 02-Aug-10 | common stock | 2,500 | $0.52 | 14,414,793 |
| 10-Aug-10 | common stock | 13,800 | $0.51 | 14,400,993 |
| 11-Aug-10 | common stock | 5,000 | $0.51 | 14,395,993 |
| 13-Aug-10 | common stock | 5,500 | $0.49 | 14,390,493 |
| 16-Aug-10 | common stock | 5,000 | $0.49 | 14,385,493 |
| 16-Aug-10 | common stock | 7,500 | $0.47 | 14,377,993 |
| 19-Aug-10 | common stock | 13,803 | $0.47 | 14,364,190 |
| 20-Aug-10 | common stock | 36,197 | $0.47 | 14,327,993 |
| 23-Aug-10 | common stock | 50,000 | $0.47 | 14,277,993 |
| 29-Oct-10 | common stock | 3,400,000 | $0.39 | 10,877,993 |
Item 4. Purpose of the Transaction
Dr. Becker acquired the securities of the Issuer for investment purposes. Depending on market conditions and other factors, Dr. Becker may acquire additional securities of the Issuer as he deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. Dr. Becker also reserves the right to dispose of some or all of the securities of the Issuer in the open market, in privately negotiated transactions to third parties or otherwise.
Dr. Becker expects to evaluate on an ongoing basis his investment in the Issuer, and may from time to time acquire additional or dispose of securities of the Issuer (in each case, depending upon general investment policies, market conditions and other factors) or formulate other purposes, plans or proposals regarding the Issuer or the securities held by Dr. Becker to the extent deemed advisable in light of general investment policies, market conditions and other factors. Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions, privately negotiated transactions or, in the case of dispositions, pursuant to a registration statement. Dr. Becker may act independently in evaluating and effecting any such transactions.
Except as set forth elsewhere in this statement, Dr. Becker has no plans or proposals which relate to or would result in:
| (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; | |
| (b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; | |
| (c) | A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; | |
| (d) | 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; |
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| (e) | Any material change in the present capitalization or dividend policy of the Issuer; | |
| (f) | Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; | |
| (g) | Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; | |
| (h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; | |
| (i) | 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 | |
| (j) | Any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer
| (a) | The aggregate number and percentage of common stock of the Issuer beneficially owned by Dr. Becker is 14,417,2931shares, or approximately 11.73% of the Issuer, based on 122,883,866 shares of common stock outstanding as of the date of this statement. | |
| (b) | Dr. Becker has the sole power to vote or direct the vote, and to dispose or direct the disposition of 14,083,960 shares of common stock of the Issuer. Dr. Becker has the shared power to vote or direct the vote, and to dispose or direct the disposition of 333,333 shares of common stock of the Issuer. | |
| (c) | The response to Item 3 is responsive to this Item. | |
| (d) | The response to Item 3 is responsive to this Item. | |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as referenced herein, to the knowledge of Dr. Becker, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any 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.
__________________________________
1Includes 333,333 shares of common stock held in trust for Thomas Flottmann.
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| Item 7. | Material To Be Filed as Exhibits |
| 10.1 | Share Placement/Purchase Agreement dated September 26, 2010 between the Issuer and Alexander Becker (incorporated by reference to an exhibit to the Issuer’s Quarterly Report on Form 10-Q filed on November 15, 2010) |
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SIGNATURES
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.
Dated:November 18, 2010
/s/Alexander Becker
Signature
Alexander Becker
Name/Title
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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