Sonora Resources 10-Q 2010 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2010
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                   

Commission File Number: 333-163077

NATURE’S CALL BRANDS INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	27-1269503
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
2625 Butterfield Rd., Ste.138S,Oak Brook, IL	60523
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number including area code: (630) 574-0226

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes o  No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero	Accelerated filero
Non-accelerated filero	Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Applicable Only to Corporate Issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Outstanding as of July 9, 2010
Common Stock, $.001 par value	9,050,000

NATURE’S CALL BRANDS INC.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk	16
Item 4. Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	16
Item 4. Submission of Matters to a Vote of Security Holders	17
Item 5. Other Information	17
Item 6. Exhibits	17
SIGNATURES	17

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NATURE’S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

       Financial Statements-

          Balance Sheets as of May 31, 2010, and November 30, 2009............................................F-2

          Statements of Operations for the Three and Six Months Ended May 31, 2010, and 2009,

             and Cumulative from Inception ....................................................................................F-3

          Statements of Cash Flows for the Six Months Ended May 31, 2010, and 2009,

          and Cumulative from Inception .......................................................................................F-4

          Notes to Financial StatementsMay 31, 2010, and 2009......................................................F-5

F-1

NATURE'S CALL BRANDS INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS (Note 2)
AS OF MAY 31, 2010, AND NOVEMBER 30, 2009
(Unaudited)
ASSETS
			May 31,	November 30,
			2010	2009
Current Assets:
	Cash		$          8,351	$             620
	Accounts receivable		-	1,510
		Total current assets	8,351	2,130
Total Assets			$          8,351	$          2,130
LIABILITIES AND STOCKHOLDER'S ( DEFICIT)
Current Liabilities:
	Accounts payable and accrued liabilities		$        12,054	$        22,570
	Due to related parties		5,991	2,689
	Loan payable - related party		15,000	-
		Total current liabilities	33,045	25,259
		Total liabilities	33,045	25,259
Commitments and Contingencies
Stockholders' (Deficit):
	Common stock, par value $0.001 per share, 75,000,000 shares authorized;
		9,050,000 and 6,000,000 shares issued and outstanding
		in 2010, and 2009, respectively	9,050	6,000
	Additional paid in capital		27,450	-
	(Deficit) accumulated during the development stage		(61,194)	(29,129)
		Total stockholders' (deficit)	(24,694)	(23,129)
Total Liabilities and Stockholder's (Deficit)			$          8,351	$          2,130

The accompanying notes to financial statements are

an integral part of these balance sheets.

F-2

NATURE'S CALL BRANDS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS(Note 2)
FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2010, AND 2009,
AND CUMULATIVE FROM INCEPTION(DECEMBER 3, 2007)
THROUGH MAY 31, 2010
(Unaudited)
							Cumulative
			Three Months Ended May 31,		Six Months Ended May 31,		From
			2010	2009	2010	2009	Inception
Revenues, net			$                    -	$                    -	$               -	$                  -	$            11,254
Cost of Revenues			-	-	-	-	8,186
Gross Profit			-	-	-	-	3,068
Expenses:
	General and administrative-
	Accounting and audit fees		3,700	1,500	6,700	1,500	20,200
	Other (bank charges,rent,filing,travel)		941	18	3,235	37	11,869
	Transfer agent fees		11,828	-	11,828	-	11,828
	Legal fees		7,000	-	7,000	-	11,088
	Consulting		1,500	-	3,000	-	8,200
	Legal - Organization costs		-	-	-	-	775
		Total operating expenses	24,969	1,518	31,763	1,537	63,960
(Loss) from Operations			(24,969)	(1,518)	(31,763)	(1,537)	(60,892)
			-	-	-	-
Other Income (Expense)			(214)	-	(302)	-	(302)
Provision for Income Taxes			-	-	-	-	-
Net (Loss)			$           (25,183)	$             (1,518)	$      (32,065)	$           (1,537)	$           (61,194)
(Loss) Per Common Share:
	(Loss) per common share - Basic and Diluted		$               (0.00)	$                    -	$          (0.00)	$                  -
Weighted Average Number of Common Shares
	Outstanding - Basic and Diluted		8,690,217	-	7,359,890	-

The accompanying notes to financial statements are

an integral part of these statements.

F-3

NATURE'S CALL BRANDS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS(Note 2)
FOR THE SIX MONTHS ENDED MAY 31, 2010, AND 2009
AND CUMULATIVE FROM INCEPTION
(DECEMBER 3, 2007) THROUGH MAY 31, 2010
(Unaudited)
					Cumulative
			Six Months Ended May 31,		From
			2010	2009	Inception
Operating Activities:
	Net (loss)		$            (32,065)	$              (1,537)	$            (61,194)
	Adjustments to reconcile net (loss) to net cash
	(used in) operating activities:
		Changes in Current Assets and Liabilities-
		Accounts receivable	1,510	-	-
		Accounts payable and accrued liabilities	(10,516)	1,405	12,054
Net Cash (Used in) Operating Activities			(41,071)	(132)	(49,140)
Investing Activities:
	Purchases of property and equipment		-	-	-
Net Cash (Used in) Investing Activities			-	-	-
Financing Activities:
	Proceeds fromtheissuance of common stock		30,500	-	36,500
	Due to related parties		3,302	-	5,991
	Proceeds from related party loan		15,000	-	15,000
Net Cash Provided by Financing Activities			48,802	-	57,491
Net Increase(Decrease)in Cash			7,731	(132)	8,351
Cash - Beginning of Period			620	283	-
Cash - End of Period			$                8,351	$                  151	$                8,351
Supplemental Disclosure of Cash Flow Information:
	Cash paid during the period for:
		Interest	$                    -	$                    -	$                    -
		Income taxes	$                    -	$                    -	$                    -

The accompanying notes to financial statements are

an integral part of these statements.

F-4

NATURE'S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

1.  Summary of Significant Accounting Policies

     Basis of Presentation and Organization

Nature’s Call Brands Inc. (the “Company” or “Nature’s Call Brands”) is a Nevada corporation in the development stage and has minimal operations. The Company was incorporated under the laws of the State of Nevada on December 3, 2007.  The business plan of the Company is to sell and distribute water treatment systems for residential and commercial use. 

   Unaudited Financial Statements

The accompanying financial statements of Nature’s Call Brands as of May 31, 2010, and November 30, 2009, and for the three and six months ended May 31, 2010, and 2009, and cumulative from inception, are unaudited. However, in the opinion of management, the financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of May 31, 2010, and November 30, 2009, and the results of its operations and its cash flows for thethree andsix months ended May 31, 2010, and 2009, and cumulative from inception. These results are not necessarily indicative of the results expected for the fiscal year ending November 30, 2010.  The accompanying fi nancial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States of America.  Refer to the Company’s audited financial statements as of November 30, 2009, filed with the SEC for additional information, including significant accounting policies.

   Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

    Revenue Recognition

The Company is in the development stage and has realized minimal revenues from operations.  The Company recognizes revenues when the sale and/or distribution of products is complete, risk of loss and title to the products have transferred to the customer, there is persuasive evidence of an agreement, acceptance has been approved by the customer, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.  Net revenues are comprised of gross revenues less expected returns, trade discounts, and customer allowances that include costs associated with off-invoice markdowns and other price reductions, as well as trade promotions and coupons.  These incentive costs are recognized at the later of the date on which the Company recognized the related revenue or the date on which the Company offers the i ncentive.

F-5

NATURE'S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010 AND 2009

(Unaudited)

     Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the periods.  Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued, and if the additional common shares were dilutive.  There were no dilutive financial instruments issued or outstanding for the three and six months ended May 31, 2010, and 2009.

      Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740,Income Taxes.  Under FASB ASC 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets.  Nature’s Call Brands establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.

     Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments using the available market information and valuation methods.  Considerable judgment is required in estimating fair value.  Accordingly, the estimates of fair value may not be indicative of the amounts Nature’s Call Brands could realize in a current market exchange.  As of May 31, 2010, and November 30, 2009, the carrying value of the Company’s financial instruments approximated fair value due to the short-term nature and maturity of these instruments.

     Deferred Offering Costs

The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed.  At the time of the completion of the offering, the costs are

F-6

NATURE'S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

charged against the capital raised.  Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.

     Impairment of Long-lived Assets

Capital assets are reviewed for impairment in accordance with FASB ASC 360,Property, Plant, and Equipment, which was adopted effective January 1, 2002.  Under FASB ASC 360, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, when the carrying value of the asset exceeds the fair value. For the three and six months ended May 31, 2010, and 2009, and cumulative from inception, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

     Advertising and Promotion

The Company expenses all advertising and promotion costs as incurred. The Company did not incur advertising and promotion costs during the three and six months ended May 31, 2010, and 2009.

     Common Stock Registration Expenses

The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions.  As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.

     Estimates

The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  Actual results may vary from these estimates.

2.Development Stage Activities and Going Concern

The Company is in the development stage, and has minimal operations.  The business plan of the Company is to sell and distribute water treatment systems for residential and commercial use.  During the period from December 3, 2007, throughMay 31, 2010, the Company was organized and incorporated, conducted a capital formation activity to raise $36,500 through the issuance of 9,050,000 shares of common stock and realized minimal revenues.  The Company

F-7

NATURE'S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

intends to conduct additional capital formation activities through the issuance of its common stock and to further conduct its operations.

While management of the Company believes that the Company will be successful in its business plan and capital formation activities, there can be no assurance that it will be successful in the sale and distribution of water treatment systems for residential and commercial use or the formation of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its operations.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern.  The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since inception.  Further, as ofMay 31, 2010, and November 30, 2009, the Company had a working capital deficiency of $24,694, and $23,129, respectively.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the Comp any to continue as a going concern.

   3.  Capital Stock

The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of $0.001 per share, and no other class of stock is authorized.

During the year ended November 30, 2009, the Company issued 6,000,000 shares of common stock at $0.001 per share to its Directors for total proceeds of $6,000.  1,000,000 of these shares pertain to subscribed stock for which $1,000 was paid during the period ended November 30, 2008.

On March 2, 2010, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. During the six months ended May 31, 2010, the Company sold 3,050,000ofcommon stock at $0.010par valueper share, for total proceeds of $30,500 pursuant to this Registration Statement.

As of May 31, 2010, the Company had not issued any shares nor granted any stock options under share-based compensation arragements.

   4.  Income Taxes

The provision (benefit) for income taxes forthe six months ended May 31, 2010 , and 2009, were as follows (assuming a 15 percent effective tax rate):

F-8

NATURE'S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

		Six Months Ended
		May 31,
		2010	2009
Current Tax Provision:
	Federal
	Taxable income	$                             -	$                   -
	Total current tax provision	$                             -	$                   -
Deferred Tax Provision:
	Federal
	Loss carryforwards	$                      4,810	$               231
	Change in valuation allowance	(4,810)	(231)
	Total deferred tax provision	$                             -	$                   -
		May 31,	November 30,
		2010	2009
	Loss carryforwards	$                      9,179	$            4,369
	Less - Valuation allowance	(9,179)	(4,369)
	Total net deferred tax assets	$                             -	$                   -

The Company had deferred income tax assets as of May 31, 2010, and 2009, as follows:

		Six Months Ended
		May 31,
		2010	2009
Current Tax Provision:
	Federal
	Taxable income	$                             -	$                   -
	Total current tax provision	$                             -	$                   -
Deferred Tax Provision:
	Federal
	Loss carryforwards	$                      4,810	$               231
	Change in valuation allowance	(4,810)	(231)
	Total deferred tax provision	$                             -	$                   -
		May 31,	November 30,
		2010	2009
	Loss carryforwards	$                      9,179	$            4,369
	Less - Valuation allowance	(9,179)	(4,369)
	Total net deferred tax assets	$                             -	$                   -

As of May 31, 2010, the Company had approximately $61,194 in tax loss carry forwards that can be utilized in future periods to reduce taxable income, and begin to expire in the year 2027.

The Company provided a valuation allowance equal to the deferred income tax assets for the six months ended May 31, 2010, and 2009, because it is not presently known whether future taxable income will be sufficient to utilize the loss carry forwards.

   5.  Related Party Transactions

The President and the Chief Financial Officer of the Company provide management services to the Company.  During the six months ended May 31, 2010, management services of $3,000 (May 31, 2009 - $0) were charged to operations.A Director of the Company provides consulting services to the Company.  During the six months ended May 31, 2010, consulting services of $0 (May 31, 2009 - $0) were charged to operations.

As of May 31, 2010, the Company owed to Directors of the Company $5,991 (November 30, 2009 -$2,689) for management, consulting services provided to the Company. Such amounts are unsecured, non-interest bearing, and have no terms for repayment.

F-9

NATURE'S CALL BRANDS INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

During the six months ended May 31, 2010, a Directorof the Company provided a $15,000 loan to the Company.The loan is payable on demand, unsecured, bear interest at 5.65 percent per annum, and consisted of $15,000 of principal due on or after January 22, 2011, and $302 of accrued interest payable as of May 31, 2010. 

   6. Recent Accounting Pronouncements

On May 22, 2009, the FASB issued FASB Statement No. 164 (FASB ASC 958), “Not-for-Profit Entities: Mergers and Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

a.Determines whether a combination is a merger or an acquisition.

b.Applies the carryover method in accounting for a merger.

c.Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer.

d.Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition.

This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142,Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009.  Early application is prohibited.  The management of Nature’s Call Brands did not expect the adoption of this pronouncement to have material impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165 (FASB ASC 855), “Subsequent Events”.  SFAS No.  165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:

1.The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.

2.The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.

F-10

NATURE'S CALL BRANDS INC.

( DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2010, AND 2009

(Unaudited)

3.The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009.  The adoption of this pronouncement did not have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 166 (FASB ASC 860), “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140”. SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets.  It eliminates the concept of a “qualifying s pecial-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.

This statement is effective for financial asset transfers occurring after the beginning of an entity's first fiscal year that begins after November 15, 2009. The adoption of this pronouncement did not have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 167 (FASB ASC 810), "Amendments to FASB Interpretation No. 46(R)". SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated.  The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The adoption of this pronouncement did not have material impact on its financial statements.

In June 2009, the FASB issued FASB Statement No. 168 (FASB ASC 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162".  SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the "Codification") to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”).  The Codification did not change GAAP, but reorganizes the literature.

SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009. The adoption of this pronouncement did not have material impact on its financial statements.

F-11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements and Associated Risks.

The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

Plan of Operation

Nature’s Call Brands Inc. was formed as a corporation pursuant to the laws of the State of Nevada on December 3, 2007. Our plan is to become a wholesaler of water filtration systems manufactured in North America for sale and distribution in the emerging markets of Russia and other Eastern European countries. 

We are a development stage company and have limited active business operations and no significant assets. We have limited revenues and have incurred losses since our inception on December 3, 2007. The Company to date has funded its initial operations through the issuance of 9,050,000 shares of capital stock for the net proceeds of $36,500 and revenue from sales of $11,254. Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our  liabilities arising from normal business operations when they come due, in their report on our financial statements November 30, 2009, and for the period then ended, our registered independent auditors included additional comments indicating concerns about our ability to con tinue as a going concern. Our audited financial statements for the years ended November 30, 2009 and 2008, filed with the United States Securities and Exchange Commission contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Results of Operations

For the six  months ended May 31, 2010 compared to the six months ended May 31, 2009

We have not generated any revenues during the six months ended May 31, 2010, and 2009.

General and administrative expenses for the six-month period ended May 31, 2010, were $31,763 compared to $1,537 for the period ended May 31, 2009.  The increase was primarily attributable to increases in professional ($12,200), management fees of $3,000, transfer agent fees of $11,828 as well as an increase of $3,198 in other general and administrative expenses.

14

The Company did not record an income tax benefit for a pre-tax loss from continuing operations for the current year period because a deferred tax asset that is associated with this benefit is totally reserved for as the Company

does not have a sufficient history of income to conclude that it is more likely than not that the Company will be able to realize all of its tax benefits in the near future, and therefore a valuation allowance was established in the full value of the deferred tax asset.

Liquidity and Capital Resources

We have incurred $61, 194 in operating losses since inception. As of May 31, 2010, we had $8,351 in cash compared to $620 at November 30, 2009.  As of May 31, 2010, we had a working capital deficiency of $24,694, compared to a working capital deficiency of $23,129 as of November 30, 2009.

Net cash used in operating activities for the six months ended May 31, 2010, was $41,071, compared with net cash used of $132 for the prior year period.  The majority of the increase in net cash used was due to an increase in operating losses due to higher operating expenses. No cash was used in investing activities during the six months ended May 31, 2010, and 2009.

Net cash provided by financing activities for the six months ended May 31, 2010, was $48,802, compared to net cash provided by financing activities in the prior year period of $Nil. On March 2, 2010, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. During the six months ended May 31, 2010, the Company has sold 3,050,000 common shares at $0.010 per share for total proceeds of $30,500 pursuant to this Registration Statement

In addition, $18,302 cash provided by financing activities during the six months ended May 31, 2010, consisted of loans from related parties:

a)During the six-month period ended May 31, 2010, the Director of the Company provided a $15,000 loan to the Company.The loan is payable on demand, unsecured, bear interest at 5.65% per annum, and consisted of $15,000 of principal due on or after January 22, 2011, and $302 of accrued interest payable as at May 31, 2010. Subsequent to May 31, 2010, the Company re-paid $5,200 of the principal balance on this loan.

b)The President and the Chief Financial Officer of the Company provides management services to the Company.  During the six months ended May 31, 2010 management services of $3,000 (May 31, 2009- Nil) were charged to operations.

The Company must raise additional funds or achieve profitable operations in order to continue as going concern.  We may not be successful in our efforts to raise additional funds. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our Directors or financial institutions our cash needs could be greater than anticipated in which case we could be forced to raise additional capital. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed.If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Recent Accounting Pronouncements

See Note 6 to the Financial Statements.

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Off Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Currently we are not involved in any pending litigation or legal proceeding.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS
 
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

Exhibit No.Description

3.1                                                       Articles of Incorporation (i)

3.2                                                       Bylaws (i)

31.1                                                     Section 302 Certification of Chief Executive Officer*

31.2                                                     Section 302 Certification of Chief Financial Officer *

32.1                                                     Section 906 Certification of Chief Executive Officer *

32.2                                                     Section 906 Certification of Chief Financial Officer *

*filed herewith

(i) Incorporated by reference to the Form S-1 registration statement filed on November 13, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

July 9, 2010

NATURE’S CALL BRANDS  INC.
By:	/s/  Andrian Burenta
	Andrian Burenta
	President, Chief Executive Officer (Principal Executive Officer) and Director

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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of Nature’s Call Brands Inc. and in the capacities and on the dates indicated.

SIGNATURES	TITLE	DATE
/s/ Andrian Burenta	President, CEO and Director	July 9, 2010
Andrian Burenta
/s/Inga Cebanu	Treasurer, CFO, Principal Accounting Officer, Principal Financial Officer and Director	July9, 2010
Inga Cebanu

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