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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________
to______________

Commission file number 000-54268

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.)
|                                                                     |                                     
|3120 S. Durango Drive, Suite 305, Las Vegas, NV                      | 89117-4454                          
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
702.509.5049

Securities registered under Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value
  (Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ 
 ]     No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [  
]     No [X]

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

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 (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]     No [   ] (Not
applicable)

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2

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[   ]

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 filer [   ] | (Do not check if a smaller reporting | Accelerated
      filer                
       [   ]
|----------------------------- | ------------------------------------ | ----------------------------------------------------
|Non-accelerated filer   [   ] | company)                             | Smaller reporting company [X]                       

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $6,725,000. The common shares of our company
did not start trading until November 15, 2010. As a result, aggregate market
value has been determined by the issue price per share of the last private
placement of our company, whereby 3,000,000 common shares were issued at $0.10
per common share on November 17, 2010.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
85,250,000 shares of common stock as of February 23, 2011.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

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PART I

FORWARD LOOKING STATEMENTS.

This report contains forward-looking statements.
Forward-looking statements are projections of events, revenues, income, future
economic performance or managements plans and objectives for future operations.
In some cases, you can identify forward-looking statements by the use of
terminology such as may, should, expect, plan, anticipate, believe,
estimate, predict, potential or continue or the negative of these terms
or other comparable terminology. Examples of forward-looking statements made in
this report include statements about:

- Our future exploration programs and results;
- Our future capital expenditures; and
- Our future investments in and acquisitions of mineral resource properties.

These statements are only predictions and involve known and
unknown risks, uncertainties and other factors, including:

- risks and uncertainties relating to the interpretation of sampling results,
  the geology, grade and continuity of mineral deposits;
- risks and uncertainties that results of initial sampling and mapping will
  not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labor disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration activities; risks related to the
  inherent uncertainty of cost estimates and the potential for unexpected costs
  and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our limited history;
- risks related to failure to obtain adequate financing on a timely basis and
  on acceptable terms for our planned exploration project;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post-closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- the risks in the section entitled Risk Factors.

Any of these risks could cause our companys or our industrys
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by the forward-looking statements contained in
this annual report.

While these forward-looking statements and any assumptions upon
which they are based are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein. Except as required by applicable
law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to
actual results.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to common shares
refer to the common shares in our capital stock.

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As used in this annual report, the terms we, us,  our and
Natures Call mean Natures Call Brands Inc. unless the context clear
indicates otherwise

ITEM 1. BUSINESS.

Overview

We were incorporated in the State of Nevada on December 3,
2007. Our plan after our inception on December 3, 2007 was 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. At the time Robbie Manis became our officer and a director of our
company, we started reconsidering our plans for development of our business.

Effective October 12, 2010, our articles of incorporation were
amended to increase our authorized capital from 75,000,000 shares of common
stock with a par value of $0.001 per share to 500,000,000 shares of common stock
with a par value of $0.001 per share.

In November 2010, we effected a forward split, payable by way
of the declaration of a share dividend on the issued and outstanding shares of
our common stock, to be paid by the issuance of 20 additional shares for each
issued and outstanding share held by stockholders of record as of November 7,
2010.

Our directors have approved of a name change of our company to
Sonora Resources Corp. and we have taken steps to have this name change become
effective expected on March 2, 2011. We will file an 8-K announcing the name
change when it occurs.

Los Amoles Property

On October 4, 2010, we entered into a letter of intent with
Yale Resources Ltd. (Yale Resources), whereby Yale Resources has agreed to
grant us an option to acquire a 70% interest in its wholly owned Los Amoles
Property located in the municipality of Villa Hidalgo, Sonora State, Mexico,
subject to the entering into of a definitive agreement.

On November 26, 2010, we entered into a definitive option
agreement with Yale Resources Ltd. pursuant to which Yale Resources granted to
our company an exclusive right and option to acquire undivided legal and
beneficial interests of 70% in and to the mining concessions known as Los Amoles
Property. The Los Amoles Property covers approximately 1,504.74 hectares and is
located in Sonora State, Mexico.

The option is to be exercised on or before December 1, 2013 and
we may exercise the option by performing, paying or issuing the following:

|(a) | making $50,000 in payments to Yale Resources prior to
      December 1, 2013 as follows:                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                             
|    | (i)                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                             
|    | (ii)                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                             
|(b) | incurring or funding a total of $900,000 in expenditures
      on the Los Amoles Property prior to December 1, 2013 as follows:                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                             
|    | (i)                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                             
|    | (ii)                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                             
|    | (iii)                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                             
|    | Yale Resources agreed to expend these funds as an
      operator pursuant to an agreed budget, however if the option agreement is
      terminated by our company prior to $100,000 of these expenditures having
      been incurred, we and Yale Resources agreed that Yale Resources would
      retain any unspent funds;

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|(c) | issuing shares of our common stock to Yale Resources
      totaling 1,000,000 shares prior to December 1, 2013 as follows:
|--- | --------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                           
|    | (i)                                                                                                                       
|    |                                                                                                                           
|    | (ii)                                                                                                                      
|    |                                                                                                                           
|    | (iii)                                                                                                                     
|    |                                                                                                                           
|    | (iv)                                                                                                                      
|    |                                                                                                                           
|    | (v)                                                                                                                       

Yale Resources is to be the operator for all expenditures on
the Los Amoles Property to be incurred by our company pursuant to the exercise
of the option. Yale Resources agreed to expend expenditures only pursuant to a
budget as approved by our company in advance. We and Yale Resources agreed that
Yale Resources will charge a 15% management fee on all of these expenditures. We
and Yale Resources agreed that these management fee payments will be credited
towards the $900,000 in expenditures referenced above.

Upon the exercise of the option, we would own an undivided 70%
interest in the Los Amoles Property as tenants in common, with a 30%
participating interest to be retained by Yale Resources. Also upon our
acquisition of our 70% interest in the Los Amoles Property, we and Yale
Resources agreed to bear the cost of further exploration and development in
proportion to the respective interests in the Los Amoles Property on a joint
venture basis.

Cerro Caliche Project

Effective October 27, 2010, we entered into a letter of intent
with two Mexican resident individuals pursuant to which these vendors agreed to
grant us an option to acquire a 100% interest in certain mining properties
representing the Cerro Caliche project located in the municipality of Cucurpe,
Sonora State, Mexico, subject to the parties entering into a definitive
agreement. Under the terms of the letter of intent, to exercise the option, we
are required to pay several cash installments aggregating $2 million as detailed
below:

|(a) | a non-refundable amount of $5,000 within 72 hours of
      signing the letter of intent (paid); 
|--- | ------------------------------------------------------------------------------------------------
|    |                                                                                                 
|(b) | an additional $64,000 within seven days of execution of a
      definitive agreement;           
|    |                                                                                                 
|(c) | an additional $50,000 within six months of execution of a
      definitive agreement;           
|    |                                                                                                 
|(d) | an additional $50,000 within twelve months of execution
      of a definitive agreement;        
|    |                                                                                                 
|(e) | an additional $50,000 within eighteen months of execution
      of a definitive agreement;      
|    |                                                                                                 
|(f) | an additional $100,000 within twenty-four months of
      execution of a definitive agreement;  
|    |                                                                                                 
|(g) | an additional $200,000 within thirty months of execution
      of a definitive agreement;       
|    |                                                                                                 
|(h) | an additional $200,000 within thirty-six months of
      execution of a definitive agreement;   
|    |                                                                                                 
|(i) | an additional $250,000 within forty-two months of
      execution of a definitive agreement; and
|    |                                                                                                 
|(j) | an additional $1,031,000 within forty-eight months of
      execution of a definitive agreement.

Closing of the transactions contemplated in this letter of
intent was subject to a number of conditions including the parties entry into a
definitive agreement for the acquisition of the claims within 60 days of the
date of execution of the letter of intent and completion of the parties
respective due diligence The company decided not to pursue the execution of a
definitive agreement at this time such that the transaction will not be
completed as contemplated.

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Jalisco Group of Properties

Effective January 27, 2011 we entered into a letter of intent
with First Majestic Silver Corp. (NYSE:AG and TSX:FR). First Majestic has agreed
to grant us an option to acquire up to a 90% interest in the Jalisco Group of
Properties which are wholly owned by First Majestic and are located in the
Jalisco State, Mexico.

Upon execution of a definitive agreement we will be required to
issue 10 million shares of common stock to First Majestic and spend $3 million
over the first 3 years to earn a 50% interest and $5 million over 5 years to
earn a 70% interest. In order to attain a 90% interest, we are required to
complete a bankable feasibility study within 7 years. First Majestic will retain
a 10% free carried interest and a 2.375% NSR.

The letter of intent is not binding and completion of the
transaction is subject to a number of factors including reaching agreement on a
definitive agreement, among others. There is no assurance the transaction will
be completed.

Our Current Business

With the entry into the option agreement with respect to the
Los Amoles Property, we abandoned our efforts as a wholesaler of water
filtration systems, and we are focusing our efforts in the mineral exploration.
Our business plan is to proceed with mineral exploration, initially the
exploration of the Los Amoles Property located in the municipality of Villa
Hidalgo, Sonora State, Mexico. The proposed work program for the first year is
as follows:

The exploration and development work during the initial twelve
month period following the execution of the option agreement is expected to be
performed by Minera Alta Vista S.A. de C.V., the Mexican subsidiary of the
optionor, Yale Resources Ltd.

The initial phase is expected to take three months and entail
an expenditure of approximately $40,000. We anticipate that the specific work to
be undertaken will include:

- Detailed mapping of the El Rosario target area;
- Trenching and chip sampling of El Rosario target area;
- Prospecting of the remainder of the property; and
- Compilation and report writing.

The second phase is expected to take a further three months and
entail an overall expenditure of approximately $60,000. We anticipate that the
specific work to be undertaken will include:

- Follow-up detailed sampling and mapping;
- Geophysics (Induced Polarization chargeability and resistivity as well as
  mag); and
- Compilation and report writing.

The third phase is similarly expected to take two to three
months and entail an aggregate expenditure of approximately $100,000. During
this phase, we anticipate that drilling of 1,000 metres will be undertaken and
data will be compiled and committed to a more fulsome and detailed report.

Mineral property exploration is typically conducted in phases.
We have recently commenced the initial phase of exploration on our Los Amoles
Property with preliminary sampling being conducted on the property. Once we
complete each phase of exploration, we will make a decision as to whether or not
we proceed with each successive phase based upon the analysis of the results of
that program.

Our plan of operation is to carry out exploration work on our
Los Amoles property in order to ascertain whether it possesses commercially
exploitable quantities of gold, silver, and other metals. We intend to primarily
explore for gold and silver but if we discover that our mineral property holds
potential for other minerals that our management determines are worth exploring
further, then we intend to explore for those other minerals. We will not be able
to determine whether or not the property contains a commercially exploitable
mineral deposit, or reserve, until appropriate exploratory work is done and an
economic evaluation based on that work indicates economic viability.

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We have generated minimal revenues and have incurred losses
since inception. Furthermore, we have been issued a going concern opinion by our
auditors and rely upon the sale of our securities as well as borrowings to fund
operations. Accordingly, we will be dependent on future additional financing in
order to seek other business opportunities in the mining industry or new
business opportunities. We are considered an exploration stage company as we are
involved in the examination and investigation of the mineral property that we
believe may contain valuable minerals, for the purpose of discovering the
presence of ore, if any, and its extent. Since we are an exploration stage
company, there is no assurance that a commercially viable mineral deposit exists
on our property, and a great deal of further exploration will be required before
a final evaluation as to the economic and legal feasibility for our exploration
is determined. We have no known reserves of any type of mineral. To date, we
have not discovered an economically viable mineral deposit on the mineral
property, and there is no assurance that we will discover one.

Competition

We are a mineral resource exploration company. We compete with
other mineral resource exploration companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
companies with whom we compete have greater financial and technical resources
than those available to us. Accordingly, these competitors may be able to spend
greater amounts on acquisitions of mineral properties of merit, on exploration
of their mineral properties and on development of their mineral properties. In
addition, they may be able to afford more geological expertise in the targeting
and exploration of mineral properties. This competition could result in
competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to achieve the financing
necessary for us to conduct further exploration of our mineral properties.

We also compete with other mineral resource exploration
companies for financing from a limited number of investors that are prepared to
make investments in mineral resource exploration companies. The presence of
competing mineral resource exploration companies may impact on our ability to
raise additional capital in order to fund our exploration programs if investors
are of the view that investments in competitors are more attractive based on the
merit of the mineral properties under investigation and the price of the
investment offered to investors. We also compete with other mineral resource
exploration companies for available resources, including, but not limited to,
professional geologists, camp staff, helicopter or float planes, mineral
exploration supplies and drill rigs.

Government Regulations

In Mexico, mineral resources belong to the Mexican nation and
all mining activity requires a concession from the federal government. A
concession is granted over free land, pursuant to the first in time, first right
principle, which establishes that the first person to request a concession over
a portion of land will have the right to the same, provided all other
requirements under the Mining Law of Mexico and its associated regulations are
met.

A concession owner can perform:

- exploration work on the ground to identify mineral deposits and quantifying
  and evaluating economically viable reserves and accordingly perform work to
  develop areas containing mineral deposits; and
- exploitation work to detach and extract minerals from such deposits.

Only Mexican nationals or legal entities incorporated under
Mexican law may hold concessions, although there are no restrictions on foreign
ownership of such entities. Mining concessions are granted for 50 years, and can
be renewed for another 50 years. The main obligations to keep them are the
semi-annual payment of mining duties (taxes), based on the surface area of the
concession, and the performance of work in the areas covered by the concessions,
which is evidenced by minimum expenditures or by the production of ore.

In connection with mining and exploration activities in the Los
Amoles Property, we and the operator, Minera Alta Vista S.A. de C.V., are
subject to extensive Mexican federal, state and local laws and regulations
governing the protection of the environment, including laws and regulations
relating to protection of air and water quality, hazardous waste management and
mine reclamation as well as the protection of endangered or threatened
species.

Currently, we and Minera Alta Vista are not required to submit
any environmental impact statement to the Mexican government for our proposed
three phase exploration program on the Los Amoles Property because exploration
activities such as mapping and sampling do not require the
preparation of the environmental impact statement. However, if, after we and
Minera Alta Vista conduct our three phase exploration program on the Los Amoles
Property, we decided to conduct a full drilling program, we expect that we and
Minera Alta Vista will have to prepare the environmental impact statement to be
submitted to the Mexican government, which will describe the anticipated
environmental impact of our planned drilling program, as well as outlining our
planned actions to minimize any potential environmental damage. Studies required
to support the environmental impact statement include a detailed analysis of the
area, among others: soil, water, vegetation, wildlife, cultural resources and
socioeconomic impacts.

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In reviewing the environmental impact statement, the Mexican
government looks at potential impact on national Mexican environment, as well as
reviewing for local concerns such as proximity to water supplies or potential
interference with local farms. The Mexican government has ten days to respond
after we and Minera Alta Vista file the environmental impact statement, and if
it does not respond, authorization is deemed to have been granted. If the
Mexican government does respond, then the time within which authorization will
be granted can be increased to six to twelve months or longer. It is also
possible that no authorization will be granted if the Mexican government is not
satisfied that appropriate measure will be taken to protect the environment.

Employees

At present, we have no employees. We currently operate with one
executive officer and two directors. The executive officer provides his services
to our company pursuant to a consulting agreement. We anticipate that we will be
conducting most of our business through agreements with consultants and third
parties.

Intellectual Property

We do not own, either legally or beneficially, any patents or
trademarks.

ITEM 1A. RISK FACTORS

In addition to other information in this report, the following
risk factors should be carefully considered in evaluating our business because
such factors may have a significant impact on our business, operating results,
liquidity and financial condition. As a result of the risk factors set forth
below, actual results could differ materially from those projected in any
forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our
business, operating results, liquidity and financial condition. If any such
risks occur, our business, operating results, liquidity and financial condition
could be materially affected in an adverse manner. Under such circumstances, the
trading price of our securities could decline, and you may lose all or part of
your investment.

Risks Associated with Mining

All of our mineral properties are in the exploration
stage. There is no assurance that we can establish the existence of any mineral
resource on any of our properties in commercially exploitable quantities. Until
we can do so, we cannot earn any revenues from operations and if we do not do so
we will lose all of the funds that we expend on exploration. If we do not
discover any mineral resource in a commercially exploitable quantity, our
business could fail.

We have not established that our mineral properties contain any
mineral reserve, nor can there be any assurance that we will be able to do so.
If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a reserve that meets the requirements of the
Securities and Exchange Commissions Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any reserve and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

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The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

We engage in our operations through a venture that we do
not control. We may not be able to materially affect the cost or success of that
venture.

Pursuant to our option agreement with Yale Resources Ltd., the
exploration and development work on our Los Amoles Property is expected to be
performed by Minera Alta Vista S.A. de C.V., the Mexican subsidiary of the
optionor, Yale Resources. As the operator, Yale Resources makes most of the
decisions about the exploration and development of this project. We cannot
assure you that Yale Resources or its subsidiaries, affiliates, agents or
management will make decisions concerning this project that are reasonable,
profitable or in our best interest.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

There can be no assurance that we can comply with all material
laws and regulations that apply to our activities. Current laws and regulations
could be amended and we might not be able to comply with them, as amended.
Further, there can be no assurance that we will be able to obtain or maintain
all permits necessary for our future operations, or that we will be able to
obtain them on reasonable terms. To the extent such approvals are required and
are not obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.

If we establish the existence of a mineral resource on
any of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource, and our business could fail.

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involves many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all the hazards
and risks inherent in the exploration for mineral resources and, if we discover
a mineral resource in commercially exploitable quantity, our operations could be
subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution,
cave-ins or similar hazards against which we cannot insure or against which we
may elect not to insure. Any such event could result in work stoppages and
damage to property, including damage to the environment. We do not currently
maintain any insurance coverage against these operating hazards. The payment of
any liabilities that arise from any such occurrence would have a material
adverse impact on our company.

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10

Mineral prices are subject to dramatic and unpredictable
fluctuations.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold and silver. The price of those commodities has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new extraction developments and improved extraction and
production methods. The effect of these factors on the price of base and
precious metals, and therefore the economic viability of any of our exploration
properties and projects, cannot accurately be predicted.

The mining industry is highly competitive and there is no
assurance that we will be successful in acquiring mineral claims. If we cannot
acquire properties to explore for mineral resources, we may be required to
reduce or cease operations.

The mineral exploration, development, and production industry
is largely un-integrated. We compete with other exploration companies looking
for mineral resource properties. While we compete with other exploration
companies in the effort to locate and acquire mineral resource properties, we
will not compete with them for the removal or sales of mineral products from our
properties if we should eventually discover the presence of them in quantities
sufficient to make production economically feasible. Readily available markets
exist worldwide for the sale of mineral products. Therefore, we will likely be
able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.

If our costs of exploration are greater than anticipated,
then we may not be able to complete the exploration program for our Los Amoles
Property without additional financing, of which there is no assurance that we
would be able to obtain.

We are proceeding with the initial stages of exploration on our
Los Amoles Property. Our exploration program outlines a budget for completion of
the program. However, there is no assurance that our actual costs will not
exceed the budgeted costs. Factors that could cause actual costs to exceed
budgeted costs include increased prices due to competition for personnel and
supplies during the exploration season, unanticipated problems in completing the
exploration program and delays experienced in completing the exploration
program. Increases in exploration costs could result in our not being able to
carry out our exploration program without additional financing. There is no
assurance that we would be able to obtain additional financing in this
event.

Because of the speculative nature of exploration of
mining properties, there is substantial risk that no commercially exploitable
minerals will be found and our business will fail.

We have not commenced the initial stage of exploration of our
mineral property, and thus have no way to evaluate the likelihood that we will
be successful in establishing commercially exploitable reserves of gold, silver
or other valuable minerals on our Los Amoles Property. The search for valuable
minerals as a business is extremely risky. We may not find commercially
exploitable reserves of gold, silver or other valuable minerals in our mineral
property. Exploration for minerals is a speculative venture necessarily
involving substantial risk. The expenditures to be made by us on our exploration
program may not result in the discovery of commercial quantities of ore. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. Problems such
as unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. In such a
case, we would be unable to complete our business plan.

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11

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. In
the course of carrying out exploration of our Los Amoles Property, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or against which we may elect not to
insure. We currently have no such insurance nor do we expect to get such
insurance for the foreseeable future. If a hazard were to occur, the costs of
rectifying the hazard may exceed our asset value and cause us to liquidate all
of our assets, resulting in the loss of your entire investment in this
offering.

Because access to our mineral property is often
restricted by inclement weather, we may be delayed in our exploration and any
future mining efforts.

Access to the mineral property is restricted to the period
between August to March of each year because the period between April and July
are typically rainy season in the area. We and Minera Alta Vista can attempt to
visit, test or explore our mineral property only when weather permits such
activities. These limitations can result in significant delays in exploration
efforts, as well as in mining and production in the event that commercial
amounts of minerals are found. Such delays can cause our business to fail.

As we undertake exploration of our mineral property, we
will be subject to compliance with government regulation that may increase the
anticipated time and cost of our exploration program, which could increase our
expenses.

We will be subject to the mining laws and regulations in Mexico
as we carry out our exploration program. We will be required to pay mining taxes
to the Mexican government. We will be required to prove our compliance with
relevant Mexican environmental and workplace safety laws, regulations and
standards by submitting receipts showing the purchase of equipment used for
workplace safety or the prevention of pollution or the undertaking of
environmental remediation projects before we are able to obtain drilling
permits. If our exploration activities lead us to make a decision to go into
mining production, before we initiate a major drilling program, we will have to
obtain an environmental impact statement authorization. This could potentially
take more than 10 months to obtain and could potentially be refused. New
regulations, if any, could increase our time and costs of doing business and
prevent us from carrying out our exploration program. These factors could
prevent us from becoming profitable.

Because our executive officer and directors have other
business interests, they may not be able or willing to devote a sufficient
amount of time to our business operation, causing our business to fail.

Juan Miguel Ríos Gutiérrez, our executive officer and a
director of our company, devotes approximately 40% of his working time on
providing management services to us and Robbie Manis, one of our directors,
devotes approximately 25% of his working time on providing management services
to us. If the demands on our executive officer and our directors from their
other obligations increase, they may no longer be able to devote sufficient time
to the management of our business. This could negatively impact our business
development.

Risks Related to Our Company

We have a limited operating history on which to base an
evaluation of our business and prospects.

We have been in the business of exploring mineral resource
properties since November 2010 and we have not yet located any mineral reserve.
As a result, we have never had any revenues from our mining operations. In
addition, our operating history has been restricted to the acquisition and
exploration of our mineral properties and this does not provide a meaningful
basis for an evaluation of our prospects if we ever determine that we have a
mineral reserve and commence the construction and operation of a mine. We have
no way to evaluate the likelihood of whether our mineral properties contain any
mineral reserve or, if they do that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. We therefore expect to continue to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from mining operations and any dispositions of our properties, we will
not be able to earn profits or continue operations. At this early stage of our
operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the start up stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. There is no history upon which to base any
assumption as to the likelihood that we will prove successful and we can provide
investors with no assurance that we will generate any operating revenues or ever
achieve profitable operations.

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12

The fact that we have not earned any significant
operating revenues since our incorporation raises substantial doubt about our
ability to continue to explore our mineral properties as a going concern.

We have not generated any significant revenue from operations
since our incorporation and we anticipate that we will continue to incur
operating expenses without revenues unless and until we are able to identify a
mineral resource in a commercially exploitable quantity on one or more of our
mineral properties and we build and operate a mine. At November 30, 2010, we had
working capital of $201,011. We incurred a net loss of $80,849 for the year
ended November 30, 2010, $17,866 for the year ended November 30, 2009, and
$108,478 since inception. We will require additional financing to sustain our
business operations if we are not successful in earning revenues once
exploration is complete. If our exploration programs are successful in
discovering reserves of commercial tonnage and grade, we will require
significant additional funds in order to place the Los Amoles Property into
commercial production. Should the results of our planned exploration require us
to increase our current operating budget, we may have to raise additional funds
to meet our currently budgeted operating requirements for the next 12 months. As
we cannot assure a lender that we will be able to successfully explore and
develop our mineral properties, we will probably find it difficult to raise debt
financing from traditional lending sources. We have traditionally raised our
operating capital from sales of equity and debt securities, but there can be no
assurance that we will continue to be able to do so. If we cannot raise the
money that we need to continue exploration of our mineral properties, we may be
forced to delay, scale back, or eliminate our exploration activities. If any of
these were to occur, there is a substantial risk that our business would
fail.

These circumstances lead our independent registered public
accounting firm, in their report dated February 23, 2011, to comment about our
companys ability to continue as a going concern. When an auditor issues a going
concern opinion, the auditor has substantial doubt that the company will
continue to operate indefinitely and not go out of business and liquidate its
assets. These conditions raise substantial doubt about our companys ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event our company cannot continue in existence. We continue to
experience net operating losses.

All of our assets and our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or our directors and officers.

All of our assets are located outside the United States.. In
addition, our directors and officers are a national and/or resident of a country
other than the United States, and all or a substantial portion of their assets
are located outside the United States. As a result, it may be difficult for
investors to enforce within the United States any judgments obtained against us
or our directors and officers, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof. Consequently, you may be effectively prevented from pursuing remedies
under United States federal and state securities laws against us or our
directors and officers.

Risks Associated with Our Common Stock

If we issue additional shares in the future, it will
result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to
500,000,000 shares of common stock with a par value of $0.001 per share. Our
board of directors may choose to issue some or all of such shares to acquire one
or more companies or properties and to fund our overhead and general operating
requirements. The issuance of any such shares will reduce the book value per
share and may contribute to a reduction in the market price of the outstanding
shares of our common stock. If we issue any such additional shares, such
issuance will reduce the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
corporation.

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13

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Although our common stock is currently quoted on the OTC
Bulletin Board, relatively few of our shares have been purchased or sold on that
market. Even when a more active market is established, trading through the OTC
Bulletin Board is frequently thin and highly volatile. There is no assurance
that a sufficient market will develop in our stock, in which case it could be
difficult for shareholders to sell their stock. The market price of our common
stock could fluctuate substantially due to a variety of factors, including
market perception of our ability to achieve our planned growth, quarterly
operating results of our competitors, trading volume in our common stock,
changes in general conditions in the economy and the financial markets or other
developments affecting our competitors or us. In addition, the stock market is
subject to extreme price and volume fluctuations. This volatility has had a
significant effect on the market price of securities issued by many companies
for reasons unrelated to their operating performance and could have the same
effect on our common stock.

We do not intend to pay cash dividends on any investment
in the shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to pay any cash dividends for the foreseeable future. Because we do not
intend to declare cash dividends, any gain on an investment in our company will
need to come through an increase in the stocks price. This may never happen and
investors may lose all of their investment in our company.

Trading of our stock is restricted by the Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholders ability to buy and sell our stock.

In addition to the penny stock rules described above, the
Financial Industry Regulatory Authority (known as FINRA) has adopted rules
that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customers financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker- dealers to recommend that their customers buy our
common stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

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14

ITEM
2.           PROPERTIES.

Principal Office

Our principal office is located at 3120 S. Durango Drive, Suite
305, Las Vegas, NV 89117-4454. Our telephone number is (702) 509-5049. Our
office space is contained within the leased premises held by Corcom Inc., a
company which we have engaged as a consultant to provide accounting, legal and
regulatory filing support as well as the requisite physical premises. The
monthly fee payable to Corcom, Inc, is $2,000 with no additional specific rental
payment and no term commitment. We believe that the condition of our principal
office is satisfactory, suitable and adequate for our current needs.

Our Mineral Properties

The Los Amoles Property

Description of Property, Location, Means and
Access

On November 26, 2010, we entered into an option agreement with
Yale Resources Ltd. pursuant to which Yale Resources granted to our company an
exclusive right and option to acquire undivided legal and beneficial interests
of 70% in and to the mining concessions known as Los Amoles Property. Yale
Resources owns a 100% interest in the Los Amoles Property. For more information
regarding the option agreement and plan of operation with respect to the Los
Amoles Property, please see Business.

The Los Amoles Property is without known reserves and the
proposed program is explanatory in nature

The Los Amoles Property covers approximately 1,504.74 hectares
and is located in approximately 150 kilometers northeast of the Hermosillo,
Sonora State, Mexico. The following map shows the location of the Los Amoles
Property:

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15



Access to the Los Amoles Property from Hermosillo is via paved
roads to the town of Nacozari and by gravel roads from Nacozari. Total time
required to access the property from Hermosillo is approximately 3.5 hours.

Bi-Annual Taxes Payable on the Los Amoles Property

The following table shows the estimated bi-annual taxes payable
  on the Los Amoles Property during the length of the option agreement (to be
  borne by our company) and included in the expenditures to be made by our company
  pursuant to the option agreement.

|Year | Period       | Amount
|---- | ------------ | ------
|2011 | 1st Semester | $667  
|     | 2nd Semester | $667  
|2012 | 1st Semester | $998  
|     | 2nd Semester | $998  
|2013 | 1st Semester | $998  
|     | 2nd Semester | $998  

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16

Climate, Local Resources, Infrastructure And
Physiography

The climate within the property area is semi-arid, typical of
higher elevations in the Sonoran desert. Seasonal rains occur between April and
July.

The property area forms part of the Sierra El Jucaral, a north
by northwest trending mountain range on the western fringe of the Sierra Madre
de Occidental. Elevations range between 1,140 and 1,690 meters a.s.l. within the
property area. The hillsides are moderately steep and thinly forested by scrub
oak trees. There are local brushy areas along creek valleys, but most of the
property area is open and grass-covered between the oak trees.

Rock outcrop is exposed over approximately 10 to 20 percent of
the Los Amoles Property area.

There are several old access roads though the southern portion
of the property that are currently impassable with a vehicle. Minor work is
required to make them passable again, which would significantly improve the
access to the main area of interest within the property.

History of Exploration

The history of work conducted on the Los Amoles Property prior
to Yale Resources is unknown at this time

Historically, this area has been mined by small miners and
prospectors. All prior production in this area is assumed to have been mainly
grass-roots, small family operations. Yale Resources acquired the Los Amoles
Property in April 2010 and conducted an initial field program in 2010.

The primary target area was a 1,100 meter wide zone that
contains at least 20 historic workings. These workings exploited a series of
sub-parallel northeast trending veins and vein-sets. One of the principal
workings in the area, the El Rosario mine, has a greater than 100 meter deep
shaft and a drift that is greater than 70 meters long. In addition to the
historic workings, the first field visit encountered a drill site for a reverse
circulation drill hole. The date, values, total number of holes as well as the
company that drilled the holes are unknown at this time.

Historic maps show at least 10 other historical workings within
the remainder of the property. We anticipate that these areas will be
investigated during subsequent field programs.

This initial field program, consisting of only 25 samples,
concentrated within the Mina Rosales area, which measures approximately 3.0
kilometers by 1.1 kilometers and contains greater than 30 historic workings.
These workings exploited a series of at least 12 sub-parallel northeast trending
veins and vein-sets. One of the principal workings in the area, the Rosales
mine, has a greater than 100 meter deep shaft and a drift that is greater than
70 meters long.

In December of 2010, Yale Resources conducted further sampling
on our behalf. The assay results of the work program further improved on those
obtained previously with the highest silver assay grading at 1,027.5 g/t. A
total of 30 samples were taken with 17 of those returning values greater than
1oz/t of silver. Samples from Los Amoles were prepared and analyzed by IPL
Inspectorate in their facilities in Mexico and Vancouver, respectively. Samples
generally consisted of 1-3 kg of material. Gold and silver analyses were
performed by 30 gram fire assay with an AA finish. Samples with greater than 100
g/t silver were re-assayed using gravimetric methods.

This latest field program was designed to prospect, map and
sample the southern portion of the 1.0 by 2.5 kilometre main target area. This
work was successful in identifying an additional 20+ historic workings and
exploration personnel successfully traced mineralization on the surface for
approximately 800 meters along strike. Sampling at irregular intervals along the
strike length has returned gold and silver values.

In addition to strong values within the veins, sampling has
shown that proximal to the veins the host andesitic volcanic rocks often host
silver mineralization in the order of 15 to 50 grams per tonne.

To date, more than 45 historic workings and greater than 20
gold/silver veins have been identified within approximately 60% of the El
Rosario target area. Another stage of fieldwork is planned in order to map and
sample the remaining areas within the El Rosario target. This work will be done
in advance of geophysics, which in turn, will be done to delineate priority
locations for drilling.

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17

Geological Setting and Mineralization

The Mina Rosales area coincides with a regional magnetic
anomaly. In addition, the entire area forms a large color anomaly, which is
indicative of the oxidation of metals.

At Los Amoles the mineralization within the dumps is
characteristic of epithermal veins with varying percentages of sulphides
consisting primarily of pyrite and arsenopyrite with some locations containing
local chalcopyrite and sphalerite.

The Los Amoles Property is within the Cananea district of
northern Sonora. A wide variety of sedimentary, igneous and metamorphic rocks of
various ages occur in the region; the geologic history of this region is
relatively complex.

The oldest rock units within the property region are gneisses
of Early Proterozoic age that belong to the Bamori Metamorphic Complex, which
formed as a result of the Mazatazal Orogeny. These gneisses occur in the
vicinity of the property and have not been identified property area yet. Granite
of Proterozoic age is also exposed in the property.

The next youngest rocks are extensive sedimentary and volcanic
rocks of Jurassic age. These include rhyolite and sandstone of possible Early
Jurassic age and younger sandstone, siltstone, argillite and minor limestone of
Late Jurassic age; andesite flows are locally interstratified with the Late
Jurassic sedimentary rocks. Late Jurassic sandstone hosts most of the gold and
silver occurrences northeast of Cucurpe.

The stratified rock units are intruded by a large body of
granodiorite and granite of Late Cretaceous and Early Tertiary age known as the
Laramide Batholith.

Regional deformation has resulted in numerous faults
crosscutting the Los Amoles Property area. Most of these faults have likely been
reactivated at different times. Regional-scale, northerly trending normal faults
indicate that east-west crustal extension has occurred since the Tertiary
Period.

The Cerro Caliche Project

The Company has decided not to pursue the execution of a
definitive agreement relative to this property at this time. As such, the letter
of intent previously signed in this respect will lapse and be of no effect.

The Jalisco Group of Properties

The Jalisco Group of Properties is comprised of mining claims
covering 5,240 hectares consisting of six prospective areas of interest within
Jalisco State, Mexico. Mining in the area dates back to the 16th century with
more recent activity being documented in 1903 to 1935 when gold and silver was
being actively mined. Provided that the definitive agreement is signed to
supersede the previously executed letter of intent, Natures Call will be
developing an extensive exploration program in the coming months and will
release additional information on this exciting property once advancements are
made.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material pending legal proceedings to which our
company is a party or of which any of our property is the subject. In addition,
we do not know of any such proceedings contemplated by any governmental
authorities.

We know of no material proceedings in which any director,
officer or affiliate of our company, or any registered or beneficial stockholder
of our company, or any associate of any such director, officer, affiliate, or
stockholder is a party adverse to our company or has a material interest adverse
to our company.

ITEM 4. (REMOVED AND RESERVED).

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18

PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our companys common stock is traded on the FINRAs OTC
Bulletin Board under the symbol NATC. Set forth below are the range of high
and low bid quotations for the periods indicated as reported by the NASD. The
market quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commissions and may not necessarily represent actual transactions. Our
companys common stock began trading on November 15, 2010. The following table
reports high and low closing prices, on a quarterly basis, for our companys
common stock:

|Quarter Ending    | High      | Low
|----------------- | --------- | ---
|November 30, 2010 | $0.32     | $0 
|August 31, 2010   | No trades |    
|May 31, 2010      | No trades |    
|February 28, 2010 | No trades |    
|November 30, 2009 | No trades |    
|August 31, 2009   | No trades |    
|May 31, 2009      | No trades |    
|February 28, 2009 | No trades |    

Transfer Agent

Our shares of common stock are issued in registered form.
Nevada Agency and Transfer Company, of 50 West Liberty Street, Suite 880, Reno,
NV 89501 is our stock transfer agent. They can be contacted by telephone at
775.322.0626 and by facsimile at 775.322.5623.

Holders of Our Common Stock

As of February 23, 2011, there were approximately 15
stockholders of record holding 85,250,000 shares of our common stock.

Dividends

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings, if any, for use in our operations
and the expansion of our business.

Securities Authorized for Issuance under Equity Compensation
Plans

Subsequent to our year ended November 30, 2010, and effective
December 21, 2010, we adopted our 2010 Stock Option Plan pursuant to which we
may grant stock options to acquire up to a total of 8,500,000 shares of our
common stock. Our board of directors currently acts as the plan administrator of
this plan. The purpose of the plan is to retain the services of directors,
officers, employees, and consultants of our company and such other persons as
the plan administrator selects, and to encourage such persons to acquire a
greater proprietary interest in our company, thereby strengthening their
incentive to achieve the objectives of our stockholders, and to serve as an aid
and inducement in the hiring of new employees and to provide an equity incentive
to persons selected by the plan administrator.

The following table provides a summary of the number of stock
options granted under the 2010 Plan, the weighted average exercise price and the
number of stock options remaining available for issuance under the Companys
option plans as at February 23, 2011:

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19

|                                                                 | Number of
      securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-Average exercise price
      of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation
      plan
|---------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------
|Equity compensation plans not approved by
      security holders | 1,400,000                                                                                         | $0.20                                                                             | 7,100,000                                                                                        

Recent Sales of Unregistered Securities

The following information sets forth certain information
concerning securities which were sold or issued by us during the last fiscal
year ended November 30, 2010 without the registration of these securities under
the Securities Act of 1933 in reliance on exemptions from such registration
requirements.

On November 17, 2010, we issued 3,000,000 shares of common
stock of our company to two subscribers at a price of $0.10 per share for gross
proceeds of $300,000. The proceeds were used to pay outstanding loans from the
subscribers. We issued the securities to two non-U.S. persons (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933. On November 17, 2010, as consideration for the conversion of debt to
equity, and in further consideration of the subscribers agreeing to invest
further equity in our company in the future should the need arise, Robbie Manis,
our former president, chief executive officer, secretary, treasurer, chief
financial officer, a director, and a holder of approximately 65.2% of our issued
and outstanding shares as of November 25, 2010, agreed to cancel 108,000,000 of
his restricted common shares. The cancellation was effective as of November 26,
2010. Mr. Manis holds approximately 21.1% of our issued and outstanding shares
as of February 23, 2010.

On November 26, 2010, we issued 200,000 shares of our common
stock to Yale Resources Ltd. pursuant to the option agreement dated November 26,
2010 between our company and Yale Resources with respect to our Los Amoles
Property. We issued these securities to one Non-U.S. person (as that term is
defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

On January 19, 2011, we granted stock options to two members of
our advisory board to purchase an aggregate of 400,000 shares of our common
stock at an exercise price of $0.20 per share, exercisable until January 19,
2014. The options are subject to vesting provisions as set forth in the stock
option agreement dated January 19, 2011. We issued the stock options to two
non-U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933), in an offshore transaction relying on Regulation S and/or Section 4(2)
of the Securities Act of 1933.

On January 21, 2011, we granted stock options to our new
president, chief financial officer, secretary, treasurer, chief financial
officer and director to purchase 1,000,000 shares of our common stock at an
exercise price of $0.20 per share, exercisable until January 21, 2016. The
options are subject to vesting provisions as set forth in the stock option
agreement dated January 21, 2011. We issued the stock options to one non-U.S.
person (as that term is defined in Regulation S of the Securities Act of 1933),
in an offshore transaction relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Because we are in the development stage and are yet to attain
profitable operations, in their report on our financial statements for the year
ended November 30, 2010, our independent auditors included an explanatory
paragraph regarding the substantial doubt about our ability to continue as a
going concern.

---

20

The following discussion should be read in conjunction with our
audited financial statements for the year ended November 30, 2010 and the
related notes that appear elsewhere in this annual report. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this annual report, particularly in the section entitled Risk Factors
beginning on page 8 of this annual report.

Our audited financial statements are stated in United States
dollars and are prepared in accordance with United States generally accepted
accounting principles.

Overview

We were incorporated in the State of Nevada on December 3,
2007. Our plan after our inception on December 3, 2007 was 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. At the time that Robbie Manis became an officer and a director of our
company, we started reconsidering our plans for development of our business and
on November 26, 2010, we entered into an option agreement with Yale Resources
Ltd. pursuant to which Yale Resources granted to our company an exclusive right
and option to acquire undivided legal and beneficial interests of 70% in and to
the mining concessions known as Los Amoles Property. With the entry into this
option agreement, we abandoned our efforts as a wholesaler of water filtration
systems, and we are focusing our efforts in the mineral exploration.

We are a mineral resource exploration company. Our plan of
operation is to carry out mineral exploration, initially work on our Los Amoles
property in order to ascertain whether it possesses commercially exploitable
quantities of gold, silver, and other metals. We intend to primarily explore for
gold and silver but if we discover that our mineral property holds potential for
other minerals that our management determines are worth exploring further, then
we intend to explore for those other minerals. We will not be able to determine
whether or not the property contains a commercially exploitable mineral deposit,
or reserve, until appropriate exploratory work is done and an economic
evaluation based on that work indicates economic viability.

We have no ongoing revenues, have achieved losses since
inception, have been issued a going concern opinion by our auditors and rely
upon the sale of our securities to fund operations. Accordingly, we will be
dependent on future additional financing in order to seek other business
opportunities in the mining industry or new business opportunities. We are
considered an exploration stage company as we are involved in the examination
and investigation of the mineral property that we believe may contain valuable
minerals, for the purpose of discovering the presence of ore, if any, and its
extent. Since we are an exploration stage company, there is no assurance that a
commercially viable mineral deposit exists on our property, and a great deal of
further exploration will be required before a final evaluation as to the
economic and legal feasibility for our exploration is determined. We have no
known reserves of any type of mineral. To date, we have not discovered an
economically viable mineral deposit on the mineral property, and there is no
assurance that we will discover one.

Results of Operations

For the year ended November 30, 2010 and for the year
ended November 30, 2009

The following table summarizes our operating results for the
year ended November 30, 2010 and for the year ended November 30, 2009:

|                           |   | November 30, 2010 ($) |  |   | November 30, 2009 ($) | 
|-------------------------- | - | --------------------- |  | - | --------------------- | 
|                           |   |                       |  |   |                       | 
|Revenue                    | $ | NIL                   |  | $ | 11,254                | 
|Cost of Sales              | $ | NIL                   |  | $ | 8,186                 | 
|Gross Profit               | $ | NIL                   |  | $ | 3,068                 | 
|General and Administrative | $ | 79,184                |  | $ | 20,934                | 
|Expenses                   |   |                       |  |   |                       | 
|Interest Expense           | $ | 1,665                 |  | $ | NIL                   | 
|Net Loss                   | $ | 80,849                |  | $ | 17,866                | 

---

21

During the year ended November 30, 2010 we did not generate any
revenues. For the year ended November 30, 2009 revenue totaled $11,254 with a
gross profit of $3,068 were obtained from the sales of water treatment systems.

During the year ended November 30, 2010, we incurred $80,849 in
total operating costs including $7,200 for accounting and audit fees; $20,098
for consulting and management fees; $19,300 for transfer agent and filing fees;
$22,719 for legal fees; $8,516 for office and miscellaneous expenses; $1,351 for
rent and travel expenses; and $1,665 for interest expense.

During the year ended November 30, 2009, we incurred $20,934 in
total operating costs including $7,500 for accounting and audit fees; $5,200 for
consulting and management fees; $1,146 for transfer agent and filing fees;
$3,600 for legal fees; $1,388 for office and miscellaneous expenses; and $2,100
for rent and travel expenses.

We 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 we do not have a
sufficient history of income to conclude that it is more likely than not that we
will be able to realize all of our 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

Working Capital

|                             |   | As at November 30, |  |   | As at November , |  
|---------------------------- | - | ------------------ |  | - | ---------------- | -
|                             |   | 2010               |  |   | 2009             |  
|Current assets               | $ | 204,750            |  | $ | 2,130            |  
|Current liabilities          | $ | 3,739              |  |   | 23,759           |  
|Working capital (deficiency) | $ | 201,011            |  | $ | (21,629          | )

As at November 30, 2010, we had cash of $202,069 and working
capital of $201,011, compared to cash of $620 and a working capital deficit of
$21,629 as of November 30, 2009. We have incurred operating losses since
inception, and this is likely to continue in the foreseeable future.

We require funds to enable us to address our minimum current
and ongoing expenses. Presently, we do not generate any revenue and expect to
incur significant operating and capital expenses. Management projects that we
may require an additional $375,000 to fund our operating expenditures for the
next twelve month period as follows:

|Estimated Funding Required During the Next
        12 Months
|------------------------------------------------------------
|Expenses                                                    
|Mineral exploration expenses                                
|Professional fees                                           
|General and administrative expenses                         
|Total                                                       

Operating Activities

Net cash used in operating activities for the year ended
November 30, 2010 was $88,851, compared with net cash used of $4,663 for the
year ended November 30, 2009. The majority of the increase in net cash used was
due to an increase in operating losses due to higher operating expenses.

Investing Activities

Cash used in investing activities was $50,000 during the year
ended November 30, 2010 due to the cash component of the option price paid to
Yale Resources regarding the Los Amoles property. No cash was used in investing
activities for the year ended November 30, 2009.

---

22

Financing Activities

Net cash provided by financing activities for the year ended
November 30, 2010 was $340,300 compared to net cash provided by financing
activities in year ended November 30, 2009 of $5,000.

On March 2, 2010, our registration statement on the Form S-1/A
filed with the Securities and Exchange Commission was declared effective. During
the year ended November 30, 2009, we sold 3,050,000 common shares at $0.010 per
share for total proceeds of $30,500 pursuant to this registration statement.

On October 1, 2010, we entered into a loan agreement with Troon
Investments pty Ltd. whereby Troon loaned our company $150,000 at an interest
rate of 5% per annum, compounded monthly, payable starting on October 12, 2011.
The loan was due on September 30, 2011 but has now been repaid.

On October 13, 2010, we entered into a loan agreement with
Graeme Renton whereby Mr. Renton loaned our company $150,000 at an interest rate
of 5% per annum, compounded monthly, payable starting on October 12, 2011. The
loan was due on October 12, 2011 but has now been repaid.

On November 17, 2010, we issued 3,000,000 shares of common
stock of our company to two subscribers, Troon Investments Pty Ltd. and Graeme
Renton at a price of $0.10 per share for gross proceeds of $300,000. The
proceeds were used to pay outstanding loans in the aggregate amount of $300,000
owing to the subscribers.

During the year ended November 30, 2010, a director of our
company provided a $15,000 loan to us. The loan was payable on demand, was
unsecured, bore interest at a rate of 5.65% per annum and was due on or after
January 22, 2011. We repaid a portion of the loan in the third quarter of 2010
resulting in a remaining principal balance owing of $9,800. This amount has been
forgiven and is no longer due.

We 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 director 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

Foreign Currency Translation

The Company maintains its accounting records in U.S. Dollars.
At the transaction date, each asset, liability, revenue and expense involves
foreign currencies is translated into U.S. dollars by the use of the exchange
rate in effect at that date. At the period end, monetary assets and liabilities
involving foreign currencies are re-measured by using the exchange rate in
effect at that date. The resulting foreign exchange gains and losses are
included in operations. The Companys currency exposure is insignificant and
immaterial and we do not use derivative instruments to reduce our potential
exposure to foreign currency risk.

Mineral Property Rights Acquisition and Exploration and
Development Expenditures

Costs of acquiring mining properties are capitalized upon
acquisition. Mine development costs incurred either to develop new ore deposits,
expand the capacity of mines, or to develop mine areas substantially in advance
of current production are also capitalized once proven and probable reserves
exist and the property is a commercially mineable property. Costs incurred to
maintain current production or to maintain assets on a standby basis are charged
to operations. Costs of abandoned projects are charged to operations upon
abandonment. The Company evaluates the carrying value of capitalized mining costs and related
property, plant and equipment costs, to determine if these costs are in excess
of their net recoverable amount whenever events or changes in circumstances
indicate that their carrying amounts may not be recoverable. The periodic
evaluation of carrying value of capitalized costs and any related property,
plant and equipment costs is based upon expected future cash flows and/or
estimated salvage value in accordance with ASC 360, Accounting for Impairment
or Disposal of Long-Lived Assets.

---

23

Asset Retirement Obligations

The Company applies ASC 410, Accounting for Asset Retirement
Obligations which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred. ASC
410 requires the Company to record a liability for the present value using a
credit-adjusted risk free interest rate, of the estimated site restoration costs
with a corresponding increase to the carrying amount of the related long-lived
assets. The liability is accreted until it has been fully incurred and the asset
is amortized over the life of the related assets. Adjustments are made for
changes resulting from the passage of time and changes to either the timing or
amount of the original present value estimate underlying the obligation will be
made. As at November 30, 2010, the Company does not have any asset retirement
obligations.

Stock-Based Compensation

The Company adopted ASC 718, Compensation  Stock-Based
Compensation, to account for its stock options and similar equity
instruments issued. Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the fair value at
the grant date, and expensed over the expected vesting period. ASC 718 requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.

We did not grant any stock options during the years ended
November 30, 2010 and 2009.

Fair Value of Financial Instruments

ASC 820 Fair Value Measurements and Disclosures requires an
entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instruments categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets
or liabilities;

Level 2 - Inputs other than quoted prices included within Level
1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or
no market activity, therefore requiring an entity to develop its own assumptions
about the assumptions that market participants would use in pricing.

The Company's financial instruments include cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities and
due to related parties. Fair values were assumed to approximate carrying value
for these financial instruments, except where noted. Management is of the
opinion that the Company is not exposed to significant interest or credit risks
arising from these financial instruments. The Company is operating outside the
United States of America and has significant exposure to foreign currency risk
due to the fluctuation of currency in which the Company operates and U.S.
dollars.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment in accordance
with FASB ASC 360, Property, Plant, and Equipment. 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 years ended November 30, 2010 and
2009, no events or circumstances occurred for which an evaluation of the
recoverability of long-lived assets was required.

---

24

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended November 30, 2010, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further financing. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further
funds required for our continued operations or for our entry into the petroleum
exploration and development industry. We are pursuing various financing
alternatives to meet our immediate and long-term financial requirements. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they become due.

Recent Accounting Pronouncements

In January 2010, the FASB issued an update to the Fair Value
topic. This update requires new disclosures for (1) transfers in and out of
levels 1 and 2, and (2) activity in level 3, by requiring the reconciliation to
present separate information about purchases, sales, issuance, and settlements.
Also, this update clarifies the disclosures related to the fair value of each
class of assets and liabilities and the input and valuation techniques for both
recurring and nonrecurring fair value measurements in levels 2 and 3. The
effective date for the disclosures and clarifications is for the interim and
annual reporting periods beginning after December 15, 2009 except for the
disclosures about purchases, sales, issuances and settlements, which is
effective for fiscal years beginning after December 15, 2010. This update is not
expected to have a material impact on the Companys financial statements.

In February 2010, the FASB issued ASC No. 2010-09,
Amendments to Certain Recognition and Disclosure Requirements, which
eliminates the requirement for SEC filers to disclose the date through which an
entity has evaluated subsequent events. ASC No. 2010-09 is effective for its
fiscal quarter beginning after 15 December 2010. The adoption of ASC No. 2010-09
is not expected to have a material impact on the Companys financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives
and Hedging Topic 815 Scope Exception Related to Embedded Credit Derivatives.
This ASU clarifies the guidance within the derivative literature that exempts
certain credit related features from analysis as potential embedded derivatives
requiring separate accounting. The ASU specifies that an embedded credit
derivative feature related to the transfer of credit risk that is only in the
form of subordination of one financial instrument to another is not subject to
bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging 
Embedded Derivatives  Recognition. All other embedded credit derivative
features should be analyzed to determine whether their economic characteristics
and risks are clearly and closely related to the economic characteristics and
risks of the host contract and whether bifurcation is required. The adoption of
this ASU did not have a material impact on the Companys financial statements.

In April 2010, the FASB issued ASU 2010-13, CompensationStock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades, or ASU 2010-13. This ASU provides amendments to Topic
718 to clarify that an employee share-based payment award with an exercise price
denominated in currency of a market in which a substantial portion of the
entitys equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in this ASU are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The Company does not expect the adoption of ASU 2010-13 to have a
significant impact on its financial statements.

In April 2010, the FASB codified the consensus reached in
Emerging Issues Task Force Issue No. 08-09, Milestone Method of Revenue
Recognition. FASB ASU No. 2010-17 Revenue Recognition  Milestone Method
(Topic 605) provides guidance on defining a milestone and determining when it
may be appropriate to apply the milestone method of revenue recognition for research and development
transactions. FASB ASU No. 2010  17 is effective for fiscal years beginning on
or after June 15, 2010, and is effective on a prospective basis for milestones
achieved after the adoption date. The Company does not expect this ASU will have
a material impact on its financial position or results of operations.

---

25

In May 2010, the FASB issued Accounting Standards Update
2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues:
Multiple Foreign Currency Exchange Rates. The amendments in this Update are
effective as of the announcement date of March 18, 2010. The Company does not
expect the provisions of ASU 2010-19 to have a material effect on the Company's
financial position, results of operations or cash flows of the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

---

NATURES CALL BRANDS INC.(A DEVELOPMENT STAGE
COMPANY)INDEX TO FINANCIAL STATEMENTSNOVEMBER 30, 2010
AND 2009



| | Report
      of Independent Registered Public Accounting Firm | F-2
| | ------------------------------------------------------------- | ---
| |                                                               |    
| | Financial Statements-                                         |    
| |                                                               |    
| | Balance
      Sheets                                          | F-3
| |                                                               |    
| | Statements
      of Operations and Comprehensive Loss         | F-4
| |                                                               |    
| | Statements
      of Stockholders Equity (Deficit)            | F-5
| |                                                               |    
| | Statements
      of Cash Flows                                | F-6
| |                                                               |    
| | Notes
      to Financial Statements                           | F-7

F-1

---

|Chang Lee LLP               
|----------------------------
|Chartered Accountants       
|606  815 Hornby Street     
|Vancouver, B.C, V6Z 2E6     
|Tel: 604-687-3776           
|Fax: 604-688-3373           
|E-mail: info@changleellp.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

NATURES CALL BRANDS INC.(An exploration stage
company)

We have audited the balance sheets of Natures Call Brands
Inc.(the Company) (an exploration stage company)as at November
30, 2010 and 2009 and the related statements of operations and comprehensive
loss, stockholders equity (deficit), and cash flows for the years then ended
and for the period cumulative from December 3, 2007 (inception) to November 30,
2010. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform an audit to obtain reasonable assurance whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at November 30, 2010 and 2009 and the results of its operations and its cash
flows for the years then ended and for the period cumulative from December 3,
2007 (inception) to November 30, 2010 in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements refer to above have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 1 to the financial statements, the Company has incurred losses from
  inception and further losses are anticipated. These factors raise substantial
  doubt about its ability to continue as a going concern. Managements plans
  in regard to these matters are also described in Note 1. The financial statements
  do not include any adjustments that might result from the outcome of this uncertainty.



|Vancouver, Canada | /s/ Chang Lee LLP    
|----------------- | ---------------------
|February 23, 2011 | Chartered Accountants

F-2

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NATURE'S CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)BALANCE SHEETS

|                                                                                                                                                                              |   | November 30, |   |   | November 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                                                                                                                                              |   | 2010         |   |   | 2009         |  
|ASSETS                                                                                                                                                                        |   |              |   |   |              |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Current Assets:                                                                                                                                                               |   |              |   |   |              |  
|Cash                                                                                                                                                                          | $ | 202,069      |   | $ | 620          |  
|Accounts receivable                                                                                                                                                           |   | -            |   |   | 1,510        |  
|Prepaid
      expense                                                                                                                                                         |   | 2,681        |   |   | -            |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Total
      current assets                                                                                                                                                    |   | 204,750      |   |   | 2,130        |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Mineral
      interest - Los Amoles                                                                                                                                           |   | 96,000       |   |   | -            |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Total Assets                                                                                                                                                                  | $ | 300,750      |   | $ | 2,130        |  
|                                                                                                                                                                              |   |              |   |   |              |  
|LIABILITIES AND
      SHAREHOLDERS' EQUITY (DEFICIT)                                                                                                                          |   |              |   |   |              |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Current Liabilities:                                                                                                                                                          |   |              |   |   |              |  
|Accounts
      payable and accrued liabilities                                                                                                                                | $ | 3,739        |   | $ | 21,070       |  
|Due to related parties                                                                                                                                                        |   | -            |   |   | 2,689        |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Total liabilities                                                                                                                                                             |   | 3,739        |   |   | 23,759       |  
|                                                                                                                                                                              |   |              |   |   |              |  
|Stockholders' Equity (Deficit):                                                                                                                                               |   |              |   |   |              |  
|Common stock, par value $0.001
      per share, authorized 500,000,000
      shares; 
           issued 85,250,000 and
      126,000,000 in 2010 and
      2009, respectively |   | 39,700       |   |   | 6,000        |  
|Additional paid-in
      capital                                                                                                                                              |   | 365,789      |   |   | -            |  
|(Deficit)
      accumulated during the exploration stage                                                                                                                      |   | (108,478     | ) |   | (27,629      | )
|                                                                                                                                                                              |   |              |   |   |              |  
|Total
      stockholders' equity (Deficit)                                                                                                                                    |   | 297,011      |   |   | (21,629      | )
|                                                                                                                                                                              |   |              |   |   |              |  
|Total Liabilities and
      Stockholders' Equity (Deficit)                                                                                                                    | $ | 300,750      |   | $ | 2,130        |  

The accompanying notes are an integral part of these
financial statements.

F-3

---

NATURE'S CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|                                                                                  |   |              |   |   |              |   |   | December 3,                |  
|--------------------------------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------------------- | -
|                                                                                  |   |              |   |   |              |   |   | 2007                       |  
|                                                                                  |   |              |   |   |              |   |   | (Inception)                |  
|                                                                                  |   | Year Ended   |   |   | Year Ended   |   |   | to                         |  
|                                                                                  |   | November 30, |   |   | November 30, |   |   | **November**
      **30,** |  
|                                                                                  |   | 2010         |   |   | 2009         |   |   | 2010                       |  
|                                                                                  |   |              |   |   |              |   |   |                            |  
|                                                                                  |   |              |   |   |              |   |   |                            |  
|Sales                                                                             | $ | -            |   | $ | 11,254       |   | $ | 11,254                     |  
|Cost of Sales                                                                     |   | -            |   |   | 8,186        |   |   | 8,186                      |  
|                                                                                  |   | -            |   |   | 3,068        |   |   | 3,068                      |  
|                                                                                  |   |              |   |   |              |   |   |                            |  
|General and Administrative Expenses                                               |   |              |   |   |              |   |   |                            |  
|Accounting and audit fees                                                         |   | 7,200        |   |   | 7,500        |   |   | 19,200                     |  
|Transfer agent
      and filing fees                                              |   | 19,300       |   |   | 1,146        |   |   | 20,942                     |  
|Legal fees                                                                        |   | 22,719       |   |   | 3,600        |   |   | 26,807                     |  
|Consulting and
      management fees                                              |   | 20,098       |   |   | 5,200        |   |   | 25,298                     |  
|Office and miscellaneous                                                          |   | 8,516        |   |   | 1,388        |   |   | 11,124                     |  
|Travel                                                                            |   | 233          |   |   | 1,378        |   |   | 4,670                      |  
|Rent                                                                              |   | 1,118        |   |   | 722          |   |   | 1,840                      |  
|                                                                                  |   | 79,184       |   |   | 20,934       |   |   | 109,881                    |  
|                                                                                  |   |              |   |   |              |   |   |                            |  
|(Loss) before other expense                                                       |   | (79,184      | ) |   | (17,866      | ) |   | (106,813                   | )
|Other Expense                                                                     |   |              |   |   |              |   |   |                            |  
|Interest expense                                                                  |   | (1,665       | ) |   | -            |   |   | (1,665                     | )
|                                                                                  |   |              |   |   |              |   |   |                            |  
|                                                                                  |   |              |   |   |              |   |   |                            |  
|Net (Loss) and Comprehensive Loss for the period                                  | $ | (80,849      | ) | $ | (17,866      | ) | $ | (108,478                   | )
|(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 |   | 170,168,356  |   |   | 40,734,247   |   |   |                            |  

The accompanying notes are an integral part of these
financial statements.

F-4

---

NATURE'S CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)FOR
THE PERIOD OF INCEPTION (DECEMBER 3, 2009)THROUGH NOVEMBER 30, 2010

|                                                                                             |  |              |   |  |         |  |  |            |  |  |             |   |  | (Deficit)   |   |  |         |  
|-------------------------------------------------------------------------------------------- |  | ------------ | - |  | ------- |  |  | ---------- |  |  | ----------- | - |  | ----------- | - |  | ------- | -
|                                                                                             |  |              |   |  |         |  |  |            |  |  |             |   |  | Accumulated |   |  |         |  
|                                                                                             |  |              |   |  |         |  |  | Additional |  |  | Common      |   |  | During the  |   |  |         |  
|                                                                                             |  | Common Stock |   |  | Paid-In |  |  | Stock      |  |  | Exploration |   |  |             |  
|Description                                                                                  |  | Shares       |   |  | Amount  |  |  | Capital    |  |  | Subscribed  |   |  | Stage       |   |  | Total   |  
|                                                                                             |  |              |   |  |         |  |  |            |  |  |             |   |  |             |   |  |         |  
|Common stock subscribed - 21,000,000 shares
      at $0.00005 per share                      |  | -            |   |  | -       |  |  | -          |  |  | 1,000       |   |  | -           |   |  | 1,000   |  
|Net (loss) for the period                                                                    |  | -            |   |  | -       |  |  | -          |  |  | -           |   |  | (9,763      | ) |  | (9,763  | )
|Balance - November 30, 2008                                                                  |  | -            |   |  | -       |  |  | -          |  |  | 1,000       |   |  | (9,763      | ) |  | (8,763  | )
|Common stock issued for cash at $0.00005 per share, August
      4, 2009                     |  | 105,000,000  |   |  | 5,000   |  |  | -          |  |  | -           |   |  | -           |   |  | 5,000   |  
|Common stock issued for subscription, August
      4, 2009                                   |  | 21,000,000   |   |  | 1,000   |  |  | -          |  |  | (1,000      | ) |  | -           |   |  | (1,000  | )
|Net (loss) for the year                                                                      |  | -            |   |  | -       |  |  | -          |  |  | -           |   |  | (17,866     | ) |  | (17,866 | )
|Balance - November 30, 2009                                                                  |  | 126,000,000  |   |  | 6,000   |  |  | -          |  |  | -           |   |  | (27,629     | ) |  | (21,629 | )
|Common stock issued for cash at $0.0005 per share, March 2,
      2010                       |  | 64,050,000   |   |  | 30,500  |  |  | -          |  |  | -           |   |  | -           |   |  | 30,500  |  
|Common stock issued in exchange for indebtedness
      at $0.10 per share, November 17, 2010 |  | 3,000,000    |   |  | 3,000   |  |  | 297,000    |  |  | -           |   |  | -           |   |  | 300,000 |  
|Cancellation of shares                                                                       |  | (108,000,000 | ) |  | -       |  |  | -          |  |  | -           |   |  | -           |   |  | -       |  
|Common stock issued pursuant to option agreement
      at $0.23 per share, November 26, 2010 |  | 200,000      |   |  | 200     |  |  | 45,800     |  |  | -           |   |  | -           |   |  | 46,000  |  
|Debt forgiveness by related parties                                                          |  | -            |   |  | -       |  |  | 22,989     |  |  | -           |   |  | -           |   |  | 22,989  |  
|Net (loss) for the year                                                                      |  | -            |   |  | -       |  |  | -          |  |  | -           |   |  | (80,849     | ) |  | (80,849 | )
|                                                                                             |  |              |   |  |         |  |  |            |  |  |             |   |  |             |   |  |         |  
|Balance - November 30, 2010                                                                  |  | 85,250,000   |   |  | 39,700  |  |  | 365,789    |  |  | -           |   |  | (108,478    | ) |  | 297,011 |  

The accompanying notes are an integral part of these
financial statements.

F-5

---

NATURE'S CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)STATEMENTS OF CASH FLOWS

|                                                                                                                       |  |              |   |  |              |   |  | December 3,    |  
|---------------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | -------------- | -
|                                                                                                                       |  |              |   |  |              |   |  | 2007           |  
|                                                                                                                       |  | Year Ended   |   |  | Year Ended   |   |  | (Inception) to |  
|                                                                                                                       |  | November 30, |   |  | November 30, |   |  | November 30,   |  
|                                                                                                                       |  | 2010         |   |  | 2009         |   |  | 2010           |  
|Operating Activities:                                                                                                  |  | $            |   |  | $            |   |  | $              |  
|Net
      (loss)                                                                                                       |  | (80,849      | ) |  | (17,866      | ) |  | (108,478       | )
|Adjustments to
      reconcile net (loss) to net cash provided
               by (used) in
      operating activities: |  |              |   |  |              |   |  |                |  
|Consulting and management fees forgiven                                                                                |  | 4,500        |   |  |              |   |  | 4,500          |  
|Changes in Operating
      Assets and Liabilities:                                                                     |  |              |   |  |              |   |  |                |  
|Accounts
      receivable                                                                                              |  | 1,510        |   |  | (1,510       | ) |  | -              |  
|Prepaid expenses                                                                                                       |  | (2,681       | ) |  | -            |   |  | (2,681         | )
|Accounts
      payable and accrued liabilities                                                                         |  | (11,331      | ) |  | 12,024       |   |  | 9,739          |  
|Due to related parties                                                                                                 |  | -            |   |  | 2,689        |   |  | 2,689          |  
|Net Cash (Used in)
      Operating Activities                                                                          |  | (88,851      | ) |  | (4,663       | ) |  | (94,231        | )
|                                                                                                                       |  |              |   |  |              |   |  |                |  
|Investing Activities:                                                                                                  |  |              |   |  |              |   |  |                |  
|Mineral interest                                                                                                       |  | (50,000      | ) |  | -            |   |  | (50,000        | )
|Net Cash (Used in)
      Investing Activities                                                                          |  | (50,000      | ) |  | -            |   |  | (50,000        | )
|                                                                                                                       |  |              |   |  |              |   |  |                |  
|Financing Activities:                                                                                                  |  |              |   |  |              |   |  |                |  
|Issuance of common stock                                                                                               |  | 30,500       |   |  | 6,000        |   |  | 36,500         |  
|Common
      stock subscribed                                                                                          |  |              |   |  | (1,000       | ) |  | -              |  
|Loan payable                                                                                                           |  | 300,000      |   |  | -            |   |  | 300,000        |  
|Loan from
      shareholders                                                                                           |  | 9,800        |   |  |              |   |  | 9,800          |  
|Net Cash Provided by Financing
      Activities                                                                        |  | 340,300      |   |  | 5,000        |   |  | 346,300        |  
|                                                                                                                       |  |              |   |  |              |   |  |                |  
|Net Increase (Decrease) in Cash                                                                                        |  | 201,449      |   |  | 337          |   |  | 202,069        |  
|Cash - Beginning of
      Period                                                                                       |  | 620          |   |  | 283          |   |  | -              |  
|Cash - End of Period                                                                                                   |  | 202,069      |   |  | 620          |   |  | 202,069        |  
|                                                                                                                       |  |              |   |  |              |   |  |                |  
|Supplemental Disclosure of Cash Flow
      Information:                                                                |  |              |   |  |              |   |  |                |  
|Cash paid
      during the period for:                                                                                 |  |              |   |  |              |   |  |                |  
|Interest                                                                                                               |  | 1,665        |   |  | -            |   |  | 1,665          |  
|Income
      taxes                                                                                                     |  | -            |   |  | -            |   |  | -              |  

The accompanying notes are an integral part of these
financial statements.

F-6

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

1.      Nature of Operations
and Going Concern

Natures Call Brands Inc. (the Company or Natures Call
Brands) was incorporated under the laws of the State of Nevada on December 3,
2007 with a business plan to sell and distribute water treatment systems for
residential and commercial use. In September of 2010, the business of the
Company was changed to the acquisition, exploration and development of mineral
resources, with emphasis on gold and silver. Efforts in the area of water
treatment were then abandoned.

The Company is currently in the exploration stage as defined in
ASC 915 Accounting and Reporting for Development Stage Enterprises and has
minimal operations.

The Company has incurred a cumulative net loss since inception
on December 3, 2007 to November 30, 2010 of $108,478 and has no source of
operating revenue. While management of the Company believes that the Company
will be successful in its planned operating activities under its business plan
and capital formation activities, there can be no assurance that it will be
successful in the mining exploration business 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 of November 30, 2010, the Company had a working capital of $201,011,
and (November 30, 2009  working capital deficiency of $21,629). These and other
factors raise doubt about the Companys ability to continue as a going concern.
Management plans to fund its future operation by obtaining additional financing
and commencing commercial production. However, there is no assurance that we
will be able to obtain additional financing from investors or private lenders.
The accompanying financial statements do not include any adjustments or
classifications that may result from the possible inability of the Company to
continue as a going concern.

Effective October 12, 2010, the Company increased its
authorized capital from 75,000,000 shares of common stock to 500,000,000 shares
of common stock par value $0.001 per share. On November 8, 2010, the Company
effected a forward-split of its Common Stock on the basis of twenty-one new
Shares of Common Stock for each one Share of Common Stock issued and outstanding
on November 7, 2010. These financial statements have been retroactively restated
to reflect the above noted forward-split.

**2.**    
**Summary of Significant Accounting Policies**

*Basis of Presentation*

The accompanying financial statements have been prepared in
accordance with the accounting principles generally accepted in the United
States.

F-7

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

*Use of Estimates*

The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the period.
Actual results may differ from those estimates.

*Cash and Cash Equivalents*

The Company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to be cash equivalents.

*Revenue Recognition*

Revenue from sales of water treatment systems was recognized
when the distribution of products was complete, risk of loss and title to the
products had transferred to the customer, there was persuasive evidence of an
agreement, acceptance had been approved by its customer, the fee was fixed or
determinable based on the completion of stated terms and conditions, and
collection of any related receivable was probable, net of any expected returns,
trade discounts, and other price reductions, as well as trade promotions and
coupons.

*Comprehensive Loss*

The Company applies ASC 220, Comprehensive Income. ASC
220 establishes standards for the reporting and display of comprehensive income
or loss, requiring its components to be reported in a financial statement. For
the years ended November 30, 2010 and 2009 our only component of comprehensive
loss was the net loss reported in the operations statements.

*Foreign Currency Translation*

The Company maintains its accounting records in U.S. Dollars.
At the transaction date, each asset, liability, revenue and expense involves
foreign currencies is translated into U.S. dollars by the use of the exchange
rate in effect at that date. At the period end, monetary assets and liabilities
involving foreign currencies are re-measured by using the exchange rate in
effect at that date. The resulting foreign exchange gains and losses are
included in operations. The Companys currency exposure is insignificant and
immaterial and we do not use derivative instruments to reduce our potential
exposure to foreign currency risk.

*Mineral Property Rights
Acquisition and Exploration and Development Expenditures*

Costs of acquiring mining properties are capitalized upon
acquisition. Mine development costs incurred either to develop new ore deposits,
expand the capacity of mines, or to develop mine areas substantially in advance
of current production are also capitalized once proven and probable reserves
exist and the property is a commercially mineable property. Costs incurred to
maintain current production or to maintain assets on a standby basis are charged
to operations.

F-8

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

Costs of abandoned projects are charged to operations upon
abandonment. The Company evaluates the carrying value of capitalized mining
costs and related property, plant and equipment costs, to determine if these
costs are in excess of their net recoverable amount whenever events or changes
in circumstances indicate that their carrying amounts may not be recoverable.
The periodic evaluation of carrying value of capitalized costs and any related
property, plant and equipment costs is based upon expected future cash flows
and/or estimated salvage value in accordance with ASC 360, Accounting for
Impairment or Disposal of Long-Lived Assets.

*Asset Retirement Obligations*

The Company applies ASC 410, Accounting for Asset Retirement
Obligations which requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred. ASC
410 requires the Company to record a liability for the present value using a
credit-adjusted risk free interest rate, of the estimated site restoration costs
with a corresponding increase to the carrying amount of the related long-lived
assets. The liability is accreted until it has been fully incurred and the asset
is amortized over the life of the related assets. Adjustments are made for
changes resulting from the passage of time and changes to either the timing or
amount of the original present value estimate underlying the obligation will be
made. As at November 30, 2010, the Company does not have any asset retirement
obligations.

*Stock-Based Compensation*

The Company adopted ASC 718, Compensation  Stock-Based
Compensation, to account for its stock options and similar equity
instruments issued. Accordingly, compensation costs attributable to stock
options or similar equity instruments granted are measured at the fair value at
the grant date, and expensed over the expected vesting period. ASC 718 requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid.

We did not grant any stock options during the years ended
November 30, 2010 and 2009.

*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 year ended November 30, 2010 and 2009.

F-9

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

*Income Taxes*

The Company accounts for income taxes pursuant to FASB ASC 740,
Income Taxes. Under FASB ASC 740-10-25, 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*

ASC 820 Fair Value Measurements and Disclosures requires an
entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. ASC 820 establishes a fair value
hierarchy based on the level of independent, objective evidence surrounding the
inputs used to measure fair value. A financial instruments categorization
within the fair value hierarchy is based upon the lowest level of input that is
significant to the fair value measurement. ASC 820 prioritizes the inputs into
three levels that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets
or liabilities;

Level 2 - Inputs other than quoted prices included within Level
1 that are either directly or indirectly observable; and

Level 3 - Unobservable inputs that are supported by little or
no market activity, therefore requiring an entity to develop its own assumptions
about the assumptions that market participants would use in pricing.

The Company's financial instruments include cash and cash
equivalents, accounts receivable, accounts payable and accrued liabilities and
due to related parties. Fair values were assumed to approximate carrying value
for these financial instruments, except where noted. Management is of the
opinion that the Company is not exposed to significant interest or credit risks
arising from these financial instruments. The Company is operating outside the
United States of America and has significant exposure to foreign currency risk
due to the fluctuation of currency in which the Company operates and U.S.
dollars.

F-10

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

*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 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*

Long-lived assets are reviewed for impairment in accordance
with FASB ASC 360, Property, Plant, and Equipment. 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 years ended November 30, 2010 and
2009, 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
year ended November 30, 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.

*Concentration of credit risk*

The Company places its cash and cash equivalent with high
credit quality financial institution. As of November 30, 2010, the Company had
approximately $102,069 in a bank beyond insured limit (November 30, 2009: $nil).

*New Accounting Pronouncements*

In January 2010, the FASB issued an update to the Fair Value
topic. This update requires new disclosures for (1) transfers in and out of
levels 1 and 2, and (2) activity in level 3, by requiring the reconciliation to
present separate information about purchases, sales, issuance, and settlements.
Also, this update clarifies the disclosures related to the fair value of each
class of assets and liabilities and the input and valuation techniques for both
recurring and nonrecurring fair value measurements in levels 2 and 3. The
effective date for the disclosures and clarifications is for the interim and
annual reporting periods beginning after December 15, 2009 except for the
disclosures about purchases, sales, issuances and settlements, which is
effective for fiscal years beginning after December 15, 2010. This update is not
expected to have a material impact on the Companys financial statements.

F-11

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

In February 2010, the FASB issued ASC No. 2010-09,
Amendments to Certain Recognition and Disclosure Requirements, which
eliminates the requirement for SEC filers to disclose the date through which an
entity has evaluated subsequent events. ASC No. 2010-09 is effective for its
fiscal quarter beginning after 15 December 2010. The adoption of ASC No. 2010-09
is not expected to have a material impact on the Companys financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives
and Hedging Topic 815 Scope Exception Related to Embedded Credit Derivatives.
This ASU clarifies the guidance within the derivative literature that exempts
certain credit related features from analysis as potential embedded derivatives
requiring separate accounting. The ASU specifies that an embedded credit
derivative feature related to the transfer of credit risk that is only in the
form of subordination of one financial instrument to another is not subject to
bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging 
Embedded Derivatives  Recognition. All other embedded credit derivative
features should be analyzed to determine whether their economic characteristics
and risks are clearly and closely related to the economic characteristics and
risks of the host contract and whether bifurcation is required. The adoption of
this ASU did not have a material impact on the Companys financial statements.

In April 2010, the FASB issued ASU 2010-13, CompensationStock
Compensation (Topic 718): Effect of Denominating the Exercise Price of a
Share-Based Payment Award in the Currency of the Market in Which the Underlying
Equity Security Trades, or ASU 2010-13. This ASU provides amendments to Topic
718 to clarify that an employee share-based payment award with an exercise price
denominated in currency of a market in which a substantial portion of the
entitys equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity. The amendments in this ASU are effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2010. The Company does not expect the adoption of ASU 2010-13 to have a
significant impact on its financial statements.

In April 2010, the FASB codified the consensus reached in
Emerging Issues Task Force Issue No. 08-09, Milestone Method of Revenue
Recognition. FASB ASU No. 2010-17 Revenue Recognition  Milestone Method
(Topic 605) provides guidance on defining a milestone and determining when it
may be appropriate to apply the milestone method of revenue recognition for
research and development transactions. FASB ASU No. 2010  17 is effective for
fiscal years beginning on or after June 15, 2010, and is effective on a
prospective basis for milestones achieved after the adoption date. The Company
does not expect this ASU will have a material impact on its financial position
or results of operations.

F-12

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

In May 2010, the FASB issued Accounting Standards Update
2010-19 (ASU 2010-19), Foreign Currency (Topic 830): Foreign Currency Issues:
Multiple Foreign Currency Exchange Rates. The amendments in this Update are
effective as of the announcement date of March 18, 2010. The Company does not
expect the provisions of ASU 2010-19 to have a material effect on the Company's
financial position, results of operations or cash flows of the Company.

Other accounting standards that have been issued or proposed by
the FASB or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the Companys
financial statements upon adoption.

3. Mineral Interest  Los Amoles

On October 4, 2010, the Company entered into a Letter of Intent
with Yale Resources Ltd. (Yale), whereby Yale has agreed to grant the Company
an option to acquire a 70% interest in its wholly owned Los Amoles property
located in the municipality of Villa Hidalgo, Sonora State, Mexico.

On November 26, 2010, the Company entered into the definite
Option Agreement with Yale to acquire a 70% interest in Los Amoles property.
Pursuant to the Option Agreement, the Company can earn up to 70% of interest
before December 31, 2013 by performing, paying or issuing the following:

| | (a) | making $50,000 payment to Yale prior to December
        1, 2013 as follows:                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b) | incurring or funding a total of $900,000 in
        expenditures on the Los Amoles Property prior to December 1, 2013 as follows:                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Pursuant to the Option Agreement,
        Yale will act as an operator and agreed to expend these funds pursuant
        to an agreed budget, however, if the Option Agreement is terminated by
        the Company prior to $100,000 of these expenditures being incurred, Yale
        will retain any unspent funds. Yale will charge a management fee of 15%
        on all expenditures which will be considered as part of the above required
    expenditures funding.

F-13

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

| | (c) | issuing shares of the Company to Yale totalling 1,000,000
      shares prior to December 1, 2013 as follows:
| | --- | ------------------------------------------------------------------------------------------------------------
| |     |                                                                                                             
| |     | (i)                                                                                                         
| |     |                                                                                                             
| |     | (ii)                                                                                                        
| |     |                                                                                                             
| |     | (iii)                                                                                                       
| |     |                                                                                                             
| |     | (iv)                                                                                                        
| |     |                                                                                                             
| |     | (v)                                                                                                         

Upon the fulfillment of the above noted, the Company would own
an undivided 70% interest in the Los Amoles Property as tenants in common, with
a 30% participating interest to be retained by Yale. Also upon the acquisition
of 70% interest in the Los Amoles Property, the Company and Yale agreed to bear
the cost of further exploration and development in proportion to the respective
interests in the Los Amoles Property on a joint venture basis.

Title to mineral properties and mining and exploration rights
involves certain inherent risks due to the difficulties of determining the
validity of certain claims as well as the potential for problems arising from
the frequently ambiguous conveyance history characteristic of many mining
properties when the Company acquires title to mineral properties either
individually or through the acquisition of subsidiaries, the conveyance of such
titles can be time consuming and subject to the interpretation of Colombian
laws. The Company cannot give any assurance that title to such properties will
not be challenged or impugned and cannot be certain that the Company will have
valid title to its mining properties. The Company relies on title opinions by
legal counsel who base such opinions on the laws of countries in which the
Company operates.

**4.**     **Loans
Payable**

On October 1, 2010, the Company entered into a loan agreement
with an unrelated party and obtained a $150,000 loan at an interest rate of 5%
per annum, compounded monthly and payable starting on September 30, 2011.

On October 13, 2010, the Company entered into a loan agreement
with another unrelated party and obtained a $150,000 loan at an interest rate of
5% per annum, compounded monthly and payable starting on October 12, 2011.

On November 17, 2010, the Company settled the above loans
payable of $300,000 in aggregate by the issuance of 3,000,000 common shares of
the Company at $0.10 per share.

F-14

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

During the year ended November 30, 2010, the Company paid
$1,665 interest expenses in connection with the above noted loans payable.

**5.**    
**Capital Stock**

On August 4, 2009, the Company issued 126,000,000 common shares
at $0.00005 for total proceeds of $6,000.

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. The Company sold 64,050,000 common shares at $0.0005 per share for
total proceeds of $30,500 pursuant to this Registration Statement.

On November 17, 2010, the Company issued 3,000,000 common
shares at a per share price of $0.10 for settlement of loans payable of
$300,000.

On November 26, 2010, the Companys President and majority
shareholder returned and cancelled 108,000,000 of his restricted common
shares.

On November 26, 2010, the Company issued 200,000 shares to Yale
pursuant to the Option Agreement at a fair value of $0.23 per share for a total
value of $46,000.

As of November 30, 2010, the Company had not issued any shares
nor granted any stock options under share-based compensation transactions.

**6.**     **Income Taxes**

The provision (benefit) for income taxes for the years ended
November 30, 2010 and 2009 were as follows (statutory federal income tax rate at
15 percent):

|                                   |   | Year Ended   |   |   | Year Ended   |  
|---------------------------------- | - | ------------ | - | - | ------------ | -
|                                   |   | November 30, |   |   | November 30, |  
|                                   |   | 2010         |   |   | 2009         |  
|                                   |   |              |   |   |              |  
|Current Tax Provision:             |   |              |   |   |              |  
|Federal                            |   |              |   |   |              |  
|Taxable income                     | $ | -            |   | $ | -            |  
|                                   |   |              |   |   |              |  
|Total current tax provision        | $ | -            |   | $ | -            |  
|                                   |   |              |   |   |              |  
|Deferred Tax Provision:            |   |              |   |   |              |  
|Federal                            |   |              |   |   |              |  
|Loss carryforwards                 | $ | 12,100       |   | $ | 2,700        |  
|Change in valuation allowance      |   | (12,100      | ) |   | (2,700       | )
|                                   |   |              |   |   |              |  
|Total deferred tax
      provision | $ | -            |   | $ | -            |  

F-15

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

The Company had deferred income tax assets as of November 30,
2010 and 2009 as follows:

|                              |   | November 30, |   |   | November 30, |  
|----------------------------- | - | ------------ | - | - | ------------ | -
|                              |   | 2010         |   |   | 2009         |  
|                              |   |              |   |   |              |  
|Loss carryforwards            | $ | 16,200       |   | $ | 4,100        |  
|Less - Valuation allowance    |   | (16,200      | ) |   | (4,100       | )
|                              |   |              |   |   |              |  
|Total net deferred tax assets | $ | -            |   | $ | -            |  

As of November 30, 2010, the Company had approximately $108,000
in tax loss carry forwards that can be utilized in future periods to reduce
taxable income, and begin to expire in 2028 through 2030.

The Company provided a valuation allowance equal to the
deferred income tax assets for the years ended November 30, 2010 and November
30, 2009 because it is not presently known whether future taxable income will be
sufficient to utilize the loss carry forwards.

**7.**    
**Related Party Transactions**

|a) | Effective October 15, 2010, the Company entered into a
      consulting agreement with 1367826 Ontario Limited (OntarioCo), which is
      controlled by a director of the Company, to provide certain consulting
      services at $5,000 per month for a term of indefinite period unless
      terminated by either party with sixty days advance written notice to the
      other party. In connection with the consulting agreement, during the year
      ended November 30, 2010, the Company paid consulting fees of $10,000 to
      OntarioCo of which $7,500 was charged to the current operations and $2,500
      was recorded as prepaid expenses.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|b) | During the year ended November 30, 2010, the Company
      accrued or paid consulting and management fees of $4,500 (November 30,
      2009 - $5,200) to the former directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|c) | As November 30, 2010, $nil (November 30, 2009 - $2,689)
      was due to the former directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|d) | During the year ended November 30, 2010, a former
      director of the Company provided a $15,000 loan to the Company. The loan
      was payable on demand, unsecured, bore interest at a rate of 5.65% per
      annum. The Company repaid $5,200 of the loan in the third quarter of 2010
      resulting in a remaining principal balance owing of $9,800 which was
      forgiven on August 31, 2010.                                                                                                                                                                                                                                                        

F-16

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

|e) | During the year ended November 30, 2010, $22,989 was
      forgiven by former directors of the Company for amounts due to them in
      connection with consulting and management services provided, amounts paid
      on behalf of the Company and loans advanced to the Company. The forgiven
      amounts were recorded as additional paid-in capital.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                            
|f) | Included in accounts payable and accrued liabilities,
      $1,068 was payable to a director of the Company for expense
      reimbursement.                                                                                                                                                                                                               

**8.**    
**Non-Cash Activities**

During the year ended November 30, 2010, the Company has issued
common shares as consideration pursuant to the Option Agreement and to settle
its outstanding loans as disclosed in Notes 3 and 4, respectively.

During the year ended November 30, 2010, $22,898 was forgiven
by former directors and recorded in the additional paid-in capital as disclosed
in Note 7 (e).

**9.**    
**Commitments**

See Note 3, 7 (a), 10 (b) and 10 (c)

10.    Subsequent Events

|a) | On December 21, 2010, the Company adopted its 2010 Stock
      Option Plan pursuant to which it may grant stock options to acquire up to
      a total of 8,500,000 shares of its common stock. The board of directors
      currently acts as the plan administrator of this plan. In January of 2011,
      1,400,000 options were issued pursuant to the plan with 400,000 such
      options issued to consultants and 1,000,000 such options issued to the new
      president of the Company. All such options entail an exercise price of
      $0.20 with various vesting provisions.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|b) | On January 21, 2011, Robbie Manis resigned as the
      Companys president, chief executive officer, secretary, treasurer and
      chief financial officer. He was replaced in such capacities by Juan Miguel
      Ríos Gutiérrez but remains a director of the Company. The consulting
      agreement previously executed by the Company with Mr. Maniss wholly owned
      corporation, OntarioCo, was terminated on such date.                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | At the same date, the Company entered into a consulting
      agreement with Juan Miguel Ríos Gutiérrez at $5,000 per month for a term
      of indefinite period unless terminated by either party with sixty days
      advance written notice to the other party                                                                                                                                                                                                                                                                                                                          

F-17

---

NATURES CALL BRANDS INC.(AN EXPLORATION STAGE
COMPANY)NOTES TO FINANCIAL STATEMENTSNOVEMBER 30, 2010, AND 2009

|   | Further, a new consulting agreement was entered into by
      the Company with Corcom, Inc., a resident of Nevada, for the provision of
      certain accounting, legal, regulatory filing and premises support at a
      rate of $2,000 per month for a term of indefinite period unless terminated
      by either party with sixty days advance written notice to the other
      party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|c) | Effective January 27, 2011, the Company entered into a
      letter of intent with First Majestic Silver Corp. (NYSE:AG and TSX:FR).
      First Majestic has agreed to grant the Company an option to acquire up to
      a 90% interest in the Jalisco Group of Properties which are wholly owned
      by First Majestic and are located in the Jalisco State, Mexico. Upon
      execution of a definitive agreement the Company will be required to issue
      10 million shares of common stock to First Majestic and spend $3 million
      over the first 3 years to earn a 50% interest and $5 million over 5 years
      to earn a 70% interest. In order to attain a 90% interest, we are required
      to complete a bankable feasibility study within 7 years. First Majestic
      will retain a 10% free carried interest and a 2.375% NSR. The letter of
      intent is not binding and the completion of the contemplated transaction
      is subject to a number of factors including reaching agreement on a
      definitive agreement, among others. There is no assurance the transaction
      will be completed.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|d) | In January of 2011, the Companys board of directors
      approved a name change of the Company to Sonora Resources Corporation
      and we have taken steps to have this name change become effective on March
      2, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

The management of the Company performs a review and evaluation
of subsequent events following the end of each quarterly and annual financial
period. For the year ended November 30, 2010, the review and evaluation of
subsequent events for proper accrual and disclosure was completed through
February 23, 2011 which was the date the financial statements were available to
be issued.

F-18

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26

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and our principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this annual report on Form 10-K. Based on this evaluation,
these officers concluded that as of the end of the period covered by this annual
report on Form 10-K, these disclosure controls and procedures were not effective
to ensure that the information required to be disclosed by our company in
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities Exchange Commission and include controls and procedures
designed to ensure that such information is accumulated and communicated to our
companys management, including our companys principal executive officer and
our principal financial officer, to allow timely decisions regarding required
disclosure. The conclusion that our disclosure controls and procedures were not
effective was due to the presence of material weaknesses in internal control
over financial reporting as identified below under the heading Managements
Report on Internal Control Over Financial Reporting. Management anticipates
that such disclosure controls and procedures will not be effective until the
material weaknesses are remediated. Our company intends to remediate the
material weaknesses as set out below.

Managements Report on Internal Control Over Financial
Reporting

Our companys management is responsible for establishing and
maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our
companys internal control over financial reporting is designed to provide
reasonable assurance, not absolute assurance, regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the
United States of America. Internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our companys assets; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles in the
United States of America, and that our companys receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. In addition,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions
and that the degree of compliance with the policies or procedures may
deteriorate.

Our Management, including our principal executive officer and
our principal financial officer, conducted an evaluation of the design and
operation of our internal control over financial reporting as of November 30,
2010 based on the criteria set forth in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
This evaluation included review of the documentation of controls, evaluation of
the design effectiveness of controls, testing of the operating effectiveness of
controls and a conclusion on this evaluation. Based on this evaluation, our
management concluded our internal control over financial reporting was not
effective as at November 30, 2010 due to the following material weaknesses which
are indicative of many small companies with small staff: (i) inadequate
segregation of duties and ineffective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of both US GAAP and SEC
guidelines.

---

27

Our company plans to take steps to enhance and improve the
design of our internal controls over financial reporting. During the period
covered by this annual report on Form 10-K, we have not been able to remediate
the material weaknesses identified above. To remediate such weaknesses, we plan
to implement the following changes during our fiscal year ending November 30,
2011: (i) appoint additional qualified personnel to address inadequate
segregation of duties and ineffective risk management; and (ii) adopt sufficient
written policies and procedures for accounting and financial reporting. The
remediation efforts set out in (i) is largely dependent upon our company
securing additional financing to cover the costs of implementing the changes
required. If we are unsuccessful in securing such funds, remediation efforts may
be adversely effected in a material manner.

Because of the inherent limitations in all control systems, no
  evaluation of controls can provide absolute assurance that all control issues,
  if any, within our company have been detected. These inherent limitations include
  the realities that judgments in decision-making can be faulty and that breakdowns
  can occur because of simple error or mistake.

Changes in Internal Control Over Financial Reporting.

There were no changes in our companys internal control over
financial reporting during the quarter ended November 30, 2010 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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28

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

Directors and Executive Officers

The following individual serves as the director and executive
officer of our company.

|Name                       | Position Held with Our
      Company                                                           | Age | Date First Elected or Appointed
|-------------------------- | ---------------------------------------------------------------------------------------------- | --- | -------------------------------
|Juan Miguel Ríos Gutiérrez | President, Chief Executive
      Officer, Secretary, Treasurer, Financial Officer and Director | 51  | January 21, 2011               
|Robbie Manis               | Director                                                                                       | 42  | September 3, 2010              

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director and executive
officer of our company, indicating the persons principal occupation during that
period, and the name and principal business of the organization in which such
occupation and employment were carried out.

Juan Ríos Gutiérrez

Mr. Gutiérrez has been our president, chief executive officer,
secretary, treasurer, chief financial officer and a director of our company
since January 21, 2011. Mr. Gutiérrez is a mining engineer with over 20 years
mining experience working primarily as a Mine Superintendent and General Manager
with several companies in Mexico. From August 2010 to December 2010, he was the
Planning and New Project Manager for First Majestic Silver Corp. of Mexico. From
September 2009 to July 2010 he was the General Manager for First Majestic Silver
Group, Minera La Encantada S.A. de C.V. La Encantada Unit, Coahula, Mexico. He
was the General Manager of First Majestic Silver Group, Minera EL Pilón S.A. de
C.V. San Martin Unit, Jalisco, Mexico from February 2007 to August 2009. From
May 2004 to February 2007, he was the General Manager of First Majestic Silver
Group, First Majestic Plata, S.A. de C.V. La Parrilla Unit, Durango, Mexico. He
was the Mine Superintendent of Plata Panamericana S.A. de C.V., Zacatecas,
Mexico from February 2002 to July 2002. From August 1997 to January 2002, he was
the Mine Superintendent, Planning, Management Project, Peñoles Group,
Engineering, construction and operation of Fracisco I. Madero Unit, Zacatecas,
Mexico. From November 1983 to July 1997, Mr. Miguel worked with Servicios
Industriales Peñoles, S.A. de C.V. working in six different underground mines in
Mexico as Mine Supervisor, Mine and Planning Superintendent.

Mr. Gutiérrez received a Bachelor Degree in Mining and
Metallurgical Engineering in 1983 from the Universidad Autónoma de Chihuahua
Mexico, a Finances for not Financial Diploma in 1996 from the College Instituto
Tecnológico Autónomo de Mexico (ITAM), an English Diploma in 1999 from the
College Tec de Monterrery (ITESM) Campus Zacatecas, Mexico and a Management
Project Diploma in 2000 from the College Instituto Tecnológico Autónomo de
Mexico (ITAM).

We believe Mr. Gutiérrez is qualified to serve as our sole
officer and a director of our company because he brings significant background
as well as business and public company experience to our company.

Robbie Manis

Mr. Manis has been a director of our company since September 3,
2010 and was our president, chief executive officer, secretary, treasurer, chief
financial officer from September 3, 2010 until January 21, 2011. Mr. Manis is a
seasoned finance professional. Since 2006, he has served as the Chief Financial
Officer and director of Big Stick Media Corporation (BSM). In this
role, Mr. Manis has overseen all aspects of BSMs financial and reporting
obligations, its fund raising efforts, liaison with its public shareholders and
regulatory responsibilities. Prior to his involvement with BSM, Mr. Manis was engaged in a number of
financial capacities including project finance, structured finance, private
equity and taxation.

---

29

We believe Mr. Manis is qualified to serve as a director
because he brings significant background as well as business and public company
experience to our company.

Term of Office

Directors of our company hold office until the annual meeting
of the stockholders next succeeding his or her election, or until his or her
prior death, resignation or removal. Executive officers of our company hold
office until the annual meeting of our board of directors next succeeding his or
her election, and until his or her succession has been duly elected and
qualified, subject to earlier termination by his or her death, resignation or
removal.

Family Relationships

There are no family relationships between any director or
executive officer.

Involvement in Certain Legal Proceedings

During the past ten years, neither of our directors nor our
executive officer has been involved in any of the following events:

- a bankruptcy petition filed by or against any business of which such person
  was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- conviction in a criminal proceeding or being subject to a pending criminal
  proceeding, excluding traffic violations and other minor offenses;
- being subject to any order, judgment or decree, not substantially reversed,
  suspended or vacated, of any court of competent jurisdiction, permanently
  enjoining, barring, suspending or otherwise limiting his involvement in any
  type of business, securities or banking business;
- being found by a court of competent jurisdiction, in a civil action, the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended or vacated;
- being the subject of, or a party to, any federal or state judicial or
  administrative order, judgment, decree, or finding, not subsequently reversed,
  suspended or vacated, relating to an alleged violation of: (i) any federal or
  state securities or commodities law or regulation; or (ii) any law or
  regulation respecting financial institutions or insurance companies including,
  but not limited to, a temporary or permanent injunction, order of disgorgement
  or restitution, civil money penalty or temporary or permanent cease-and-desist
  order, or removal or prohibition order; or (iii) any law or regulation
  prohibiting mail or wire fraud or fraud in connection with any business
  entity; or
- being the subject of, or a party to, any sanction or order, not
  subsequently reversed, suspended or vacated, of any self-regulatory
  organization (as defined in Section 3(a)(26) of the Securities Exchange Act of
  1934), any registered entity (as defined in Section 1(a)(29) of the Commodity
  Exchange Act), or any equivalent exchange, association, entity or organization
  that has disciplinary authority over its members or persons associated with a
  member.

Corporate Governance

We currently act with two directors, consisting of Juan Miguel
Ríos Gutiérrez and Robbie Manis. We have determined that we do not have an
independent director as defined by NASDAQ Listing Rule 5605(a)(2). We do not
have a standing audit committee, compensation committee or a
nominating committee but our entire board of directors acts as our audit
committee, our compensation committee and our nominating committee.

---

30

Audit Committee

Our audit committee consists of our officers and directors. The
audit committee was established in accordance with Section 3(a)(58)(A) of the
Securities and Exchange Act of 1934. The audit committee is directed to review
the scope, cost and results of the independent audit of our books and records,
the results of the annual audit with management and the adequacy of our
accounting, financial and operating controls; to recommend annually to the board
of directors the selection of the independent registered accountants; to
consider proposals made by the independent registered accountants for consulting
work; and to report to the board of directors, when so requested, on any
accounting or financial matters.

Audit Committee Financial Expert

Our board of directors has determined that Robbie Manis does
qualify as an audit committee financial expert as defined in Item
407(d)(5)(ii) of Regulation S-K. We believe that our board of directors is
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. In addition, we
believe that retaining an additional director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development.

Compensation Committee

We do not have a compensation committee.

Code of Ethics

Effective February 23, 2011, our companys board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our companys president (being our principal executive officer) and our
companys chief financial officer (being our principal financial and accounting
officer), as well as persons performing similar functions. As adopted, our Code
of Business Conduct and Ethics sets forth written standards that are designed to
deter wrongdoing and to promote:

| | (1) | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                              
| | (2) | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |     |                                                                                                                                                                                                                              
| | (3) | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |     |                                                                                                                                                                                                                              
| | (4) | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| |     |                                                                                                                                                                                                                              
| | (5) | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics. Further, all of our companys personnel
are to be accorded full access to our companys board of directors if any such
matter involves an alleged breach of the Code of Business Conduct and Ethics by
our president or secretary.

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31

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our companys president or
secretary. If the incident involves an alleged breach of the Code of Business
Conduct and Ethics by the president or secretary, the incident must be reported
to any member of our board of directors. Any failure to report such
inappropriate or irregular conduct of others is to be treated as a severe
disciplinary matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
companys Code of Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be sent to:
Natures Call Brands Inc., 3120 S. Durango Drive, Suite 305, Las Vegas, NV
89117-4454.

Nomination Process

As of February 23, 2011, we did not effect any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended November 30, 2010, all filing requirements applicable
to its officers, directors and greater than 10% percent beneficial owners were
complied with.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation General

The particulars of the compensation paid to the following
persons:

| | (a) | our principal executive officer;                                                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                               
| | (b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the years
      ended November 30 2010 and November 30, 2009; and                                                                       
| |     |                                                                                                                                                                                                                                                               
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the years ended
      November 30, 2010 and November 30, 2009,

whom we will collectively refer to as the named executive
officers of our company, for our years ended November 30, 2010 and November 30,
2009, are set out in the following summary compensation table.

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32

|SUMMARY COMPENSATION TABLE                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and
        Principal Position                                                                                                                                                   
|Juan Miguel Ríos

        Gutiérrez 
        President, Chief
        Executive Officer,
        Secretary,
        Treasurer, Chief
        Financial Officer
        and Director(1)
|Robbie Manis 
        Former President,
        Chief Executive
        Officer, Secretary,
        Treasurer, Chief
        Financial Officer
        and Director(2)                
|Andrian Burenta 
        Former President,
        Chief Executive
        Officer and
        Director(3)                                                                            
|Inga Cebanu
        Former Secretary,
        Treasurer, Chief
        Financial Officer
        and Director(5)                                                                      

|(1) | Juan Miguel Ríos Gutiérrez has been our president, chief
      executive officer, secretary, treasurer, chief financial officer and a
      director of our company since January 21, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2) | Robbie Manis was our president, chief executive officer,
      secretary, treasurer and chief financial officer from September 3, 2007
      until January 21, 2011. Mr. Manis is currently a director of our company.
      $10,000 was paid during the year for consulting services to a company
      wholly owned by Mr. Manis.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3) | Andrian Burenta was our president and chief executive
      officer from December 3, 2007 to September 3, 2010 and a director of our
      company from December 3, 2007 to September 15, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4) | Mr. Burenta provided management services to our company
      as per unwritten arrangement with our company. These services included:
      overseeing daily operations; corresponding with customers, vendors,
      professional firms and regulatory authorities; identifying potential
      products for our portfolio; and monitoring our companys reporting and
      compliance activities. During the year ended November 30, 2010, management
      services of $2,250 were charged to operations and during the year ended
      November 30, 2009, management services of $1,750 were charged to
      operations.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5) | Inga Cebanu was our Secretary, Treasurer and Chief
      Financial Officer from August 2008 to September 3, 2010 and a director of
      our company from August 2008 to September 15, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(6) | Mrs. Cebanu provided management services to our company.
      During the year ended November 30, 2010 management services of 2,250 were
      charged to operations and during the year ended November 30, 2009
      management services of $750 were charged to
operations.                                                                                                                                                                                                                                                                                                                                                 

---

33

Employment or Consulting Arrangements

Effective October 15, 2010, we entered into a consulting
agreement with 1367826 Ontario Limited and Robbie Manis, pursuant to which
1367826 Ontario Limited (wholly owned by Robbie Manis) is to provide certain
consulting services as well as to make its president, Robbie Manis, available to
perform the duties of chief executive officer, secretary and treasurer of our
company. In this capacity, Mr. Manis is expected to fulfill all senior officer
duties as required by our company including sourcing and implementing new
business opportunities, raising financing reasonably required from time to time
by our company, coordinating all required accounting, reporting and disclosure
and fulfilling any other needed administrative functions. As consideration for
the performance of the consulting services under the agreement, we agreed to pay
1367826 Ontario Limited the sum of $5,000 per month for the duration of the
agreement, exclusive of any applicable sales tax. The agreement was for an
indefinite period unless terminated by either party with sixty days advance
written notice to the other party. The agreement was terminated on January 21,
2011, the date Mr. Manis resigned as our president, chief executive officer,
secretary, treasurer and chief financial officer. We have paid $20,000 to
1367826 Ontario Limited pursuant to the consulting agreement.

Effective January 21, 2011, we entered into a consulting
agreement with Juan Miguel Ríos Gutiérrez pursuant to which Mr. Gutierrez is to
provide certain consulting services as well as to perform the duties of
president, chief executive officer, secretary, treasurer and chief financial
officer of our company. In this capacity, Mr. Gutiérrez will fulfill all senior
officer duties as required by our company including sourcing and implementing
new business opportunities, raising financing reasonably required from time to
time by our company, coordinating all required accounting, reporting and
disclosure and fulfilling any other needed administrative functions. As
consideration for the performance of the consulting services under the
agreement, we agreed to pay Mr. Gutiérrez the sum of US$5,000 per month for the
duration of the agreement.

Equity Awards

Subsequent to our year ended November 30, 2010, and effective
December 21, 2010, we adopted our 2010 Stock Option Plan pursuant to which we
may grant stock options to acquire up to a total of 8,500,000 shares of our
common stock. Our board of directors currently acts as the plan administrator of
this plan. The purpose of the plan is to retain the services of directors,
officers, employees, and consultants of our company and such other persons as
the plan administrator selects, and to encourage such persons to acquire a
greater proprietary interest in our company, thereby strengthening their
incentive to achieve the objectives of our stockholders, and to serve as an aid
and inducement in the hiring of new employees and to provide an equity incentive
to persons selected by the plan administrator.

Outstanding Equity Awards at Fiscal Year-End

We did not grant any stock options during the year ended
November 30, 2010. Subsequent to the year ended November 30, 2010, we granted
the following stock options to our executive officers:

---

34

|                           | OPTION AWARDS                                                       | STOCK AWARDS                                                         
|-------------------------- | ------------------------------------------------------------------- | ---------------------------------------------------------------------
|Name                       | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable
|Juan Miguel Ríos Gutiérrez | 1,000,000                                                           | Nil                                                                  

Aggregated Options Exercised in the Year Ended November 30,
2010 and Year End Option Values

There were no stock options exercised during the year ended
November 30, 2010.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended November 30, 2010.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide
retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in
Control Arrangements

We have no contract, agreement, plan or arrangement, whether
written or unwritten, that provides for payments to our directors or executive
officers at, following, or in connection with the resignation, retirement or
other termination of our directors or executive officers, or a change in control
of our company or a change in our directors or executive officers
responsibilities following a change in control.

Director Compensation

Other than our consulting agreement dated October 15, 2010 with
1367826 Ontario Limited and Robbie Manis which was terminated January 21, 2011,
we have no formal plan for compensating our directors for their services in
their capacity as directors. Our directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. Our board of directors may
award special remuneration to any director undertaking any special services on
our behalf other than services ordinarily required of a director.

---

35

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of February 23, 2011,
certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5% of
our common stock and by each of our current director and our named executive
officers (as defined in the Executive Compensation section below) and our
current executive officers and by our current directors and executive officers
as a group.

|Title of Class | Name and Address of Beneficial Owner                                                       | Amount and Nature of Beneficial Ownership(1) | Percentage of Class(2)
|-------------- | ------------------------------------------------------------------------------------------ | -------------------------------------------- | ----------------------
|Common Stock   | Juan Miguel Ríos Gutiérrez
      Cerro Del Padre 11 RDA Los Pirules Guadalupe, Zac, Mexico | Nil                                          | 0%                    
|Common Stock   | Robbie Manis 346 Lazard
      Avenue Mount Royal, QC H3R 1P3                               | 18,000,000                                   | 21.1%                 
|Common Stock   | Directors and Executive Officers
      as a Group (2 persons))                             | 18,000,000                                   | 21.1%                 

|(1) | Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to options, warrants and convertible securities currently
      exercisable or convertible, or exercisable or convertible within 60 days,
      would be counted as outstanding for computing the percentage of the person
      holding such options, warrants or convertible securities but not counted
      as outstanding for computing the percentage of any other person.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Based on 85,250,000 shares of common stock issued and
      outstanding as of February 23, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Changes in Control

Pursuant to the terms of the affiliate stock purchase agreement
dated September 3, 2010 between Robbie Manis with Andrian Burenta, Inga Cebanu
and Pavel Krykov, Mr. Manis purchased 6,000,000 pre-split shares of our common
stock from the following persons:

|Andrian Burenta | 2,500,000 pre-split shares
|--------------- | --------------------------
|Inga Cebanu     | 1,000,000 pre-split shares
|Pavel Krykov    | 2,500,000 pre-split shares

The purchase price of the shares was $60,000, which was paid in
cash and by the personal funds of Mr. Manis.

On November 17, 2010, as consideration for the conversion of
debt to equity (converting the loans in the amount of $300,000 into 3,000,000
shares of our common stock at a price of $0.10 per share by two lenders), and in
further consideration of the lenders agreeing to invest further equity in our
company in future should the need arise, Mr. Manis agreed to cancel 108,000,000
of his restricted post-split shares of our common stock. The cancellation was
effective as of November 26, 2010. As a result of this share cancellation, Mr.
Manis ownership of outstanding shares of our common stock was decreased to
approximately 21.1% from approximately 65.2% .

We are unaware of any arrangement the operation of which may at
a subsequent date result in a change of control of our company.

---

36

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Except as set out below, since our inception on December 3,
2007, there have been no transactions, or currently proposed transactions, in
which we were or are to be a participant and the amount involved exceeds the
lesser of $120,000 or one percent of the average of our total assets at year end
for the last two completed fiscal years ($1,206.50), and in which any of the
following persons had or will have a direct or indirect material interest:

| | (i)   | Any director or executive officer of our
  company;                                                                                                                        
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iii) | Any of our promoters and control persons; and                                                                                                                              
| |       |                                                                                                                                                                            
| | (iv)  | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

The former president, chief executive officer, secretary,
treasurer and chief financial officer of our company provided management
services to our company. During the year ended November 30, 2010, management
services of $10,000 (November 30, 2009 - $nil) were charged to operations.

The former president and the former chief financial officer of
our company provided management services to our company. During the year ended
November 30, 2010, consulting / management services of $4,500 (November 30, 2009
- $2,500) were charged to operations.

A former director of our company provided consulting services
to our company. During the year ended November 30, 2010, consulting services of
$NIL (November 30, 2009 - $2,700) were charged to operations.

As of November 30, 2010, we did not owe any amounts to former
directors of our company (November 30, 2009 -$2,689) for management and
consulting services provided to our company.

As of November 30, 2010, included in accounts payable and
accrued liabilities, $1,068 was payable to a director of the Company for expense
reimbursement.

During the year ended November 30, 2010, a director of our
company provided a $15,000 loan to our company. The loan was payable on demand,
was unsecured, bore interest at a rate of 5.65% per annum and was due on or
after January 22, 2011. We repaid a portion of the loan in the third quarter of
2010 resulting in a remaining principal balance owing of $9,800. This amount has
been forgiven and is no longer due.

On November 17, 2010, as consideration for the conversion of
debt to equity (converting the loans in the amount of $300,000 into 3,000,000
shares of our common stock at a price of $0.10 per share by two lenders), and in
further consideration of the lenders agreeing to invest further equity in our
company in future should the need arise, Robbie Manis, our former president,
chief executive officer, secretary, treasurer, chief financial officer, and a
director, agreed to cancel 108,000,000 of his restricted shares of our common
stock. The cancellation was effective as of November 26, 2010 and Mr. Manis
holds approximately 21.1% of our issued and outstanding shares as of February
23, 2011.

Director Independence

Our board of directors consists of two directors, Juan Miguel
Ríos Gutiérrez and Robbie Manis. Our securities are quoted on the OTC Bulletin
Board which does not have any director independence requirements. Under NASDAQ
Marketplace Rule 5605(a)(2), a director is not considered to be independent if
he is also an executive officer or employee of the company. We have determined
that we do not have an independent director as that term is defined by NASDAQ
Marketplace Rule 5605(a)(2).

---

37

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
years ended November 30, 2010 and 2009 for professional services rendered by
Chang Lee LLP and Etania Audit Group P.C. for the audit of our annual financial
statements, quarterly reviews of our interim financial statements and services
normally provided by the independent accountant in connection with statutory and
regulatory filings or engagements for these fiscal periods were as follows:

Chang Lee LLP

|                                        | Year Ended   | Year Ended  
|--------------------------------------- | ------------ | ------------
|                                        | November 30, | November 30,
|                                        | 2010         | 2009        
|Audit Fees and Audit Related
      Fees | $10,500      | $Nil        
|Tax Fees                                | $Nil         | $Nil        
|All Other Fees                          | $Nil         | $Nil        
|Total                                   | $10,500      | $Nil        

Etania Audit Group P.C.

|                                        | Year Ended   | Year Ended  
|--------------------------------------- | ------------ | ------------
|                                        | November 30, | November 30,
|                                        | 2010         | 2009        
|Audit Fees and Audit Related
      Fees | $7,000       | $6,000      
|Tax Fees                                | $700         | $Nil        
|All Other Fees                          | $Nil         | $Nil        
|Total                                   | $7,700       | $6,000      

In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors before the respective services were rendered.

The board of directors has considered the nature and amount of
fees billed by Chang Lee LLP and Etania Audit Group P.C. and believes that the
provision of services for activities unrelated to the audit is compatible with
maintaining the independence of Chang Lee LLP and Etania Audit Group P.C.

---

38

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

|No.    | Description                                                                                                                                                                                                                  
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1    | Articles of Incorporation
          (incorporated by reference to an exhibit to our registration statement
          on Form S-1 filed on November 13, 2009)                                                                 
|3.2    | Bylaws (incorporated by reference
          to an exhibit to our registration statement on Form S-1 filed on November
          13, 2009)                                                                                    
|3.3    | Certificate of Amendment (incorporated
          by reference to an exhibit to our current report on Form 8-K filed on
          November 29, 2010)                                                                          
|10.1   | Loan Agreement dated October
          1, 2010 with Troon Investments pty Ltd. (incorporated by reference to
          an exhibit to our current report on Form 8-K filed on October 5, 2010)                                
|10.2   | Loan Agreement dated October
          13, 2010 with Graeme Renton (incorporated by reference to an exhibit
          to our current report on Form 8-K filed on October 14, 2010)                                           
|10.3   | Consulting Agreement dated
          October 15, 2010 with 1367826 Ontario Limited and Robbie Manis (incorporated
          by reference to an exhibit to our current report on Form 8-K filed on
          October 14, 2010)
|10.4   | Form of Subscription Agreement
          (incorporated by reference to an exhibit to our current report on Form
          8-K filed on November 19, 2010)                                                                    
|10.5   | Option Agreement dated November
          26, 2010 with Yale Resources Ltd. (incorporated by reference to an exhibit
          to our current report on Form 8-K filed on November 29, 2010)                                 
|10.6   | Form of Subscription Agreement
          (incorporated by reference to an exhibit to our current report on Form
          8-K filed on November 18, 2010)                                                                    
|10.7   | Stock Option Plan (incorporated
          by reference to an exhibit to our current report on Form 8-K filed on
          December 23, 2010)                                                                                 
|10.8   | Consulting Agreement dated
          January 18, 2011 with Corcom, Inc. (incorporated by reference to an
          exhibit to our current report on Form 8-K filed on January 26, 2011)                                      
|10.9   | Consulting Agreement dated
          January 21, 2011 with Juan Miguel Ríos Gutiérrez (incorporated
          by reference to an exhibit to our current report on Form 8-K filed on
          January 26, 2011)              
|10.10  | Stock Option Agreement dated
          January 21, 2011 with Juan Miguel Ríos Gutiérrez incorporated
          by reference to an exhibit to our current report on Form 8-K filed on
          January 26, 2011)             
|10.11  | Letter of Intent with First
          Majestic Silver Corp. dated January 27, 2011 (incorporated by reference
          to an exhibit to our current report on Form 8-K filed on February 7,
          2011)                 
|10.12* | Code
          of Ethics and Business Conduct                                                                                                                                                                                
|31.1*  | Section
          302 Certification under Sarbanes-Oxley Act of 2002 of Juan Miguel Ríos
          Gutiérrez                                                                                                                 
|32.1*  | Section
          906 Certification under Sarbanes-Oxley Act of 2002                                                                                                                                                         

*Filed herewith

---

39

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

NATURES CALL BRANDS INC.

/s/ Juan Miguel Ríos GutiérrezBy: Juan Miguel Ríos
Gutiérrez President, Chief Executive Officer, Secretary, Treasurer and
Director (Principal Executive Officer, PrincipalFinancial Officer and
PrincipalAccounting Officer) 
Dated: February 25, 2011



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



/s/ Juan Miguel Ríos GutiérrezBy: Juan Miguel Ríos
Gutiérrez President, Chief Executive Officer, Secretary, Treasurer and
Director (Principal Executive Officer, PrincipalFinancial Officer and
PrincipalAccounting Officer) 
Dated: February 25, 2011



/s/ Robbie
ManisBy: Robbie Manis Director 
Dated: February 25, 2011

---