SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TAWES ORRIE LEE (Last) (First) (Middle) NEW LEAF BRANDS, INC. 9380 E. BAHIA DRIVE, SUITE A201 (Street) SCOTTSDALE AZ 85260 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol New Leaf Brands, Inc. [ NLEF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)	11/30/2009		A		12,952,190	A	(1)	14,976,616	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(2)	$0.4	03/30/2007	11/30/2009	J			125,000	03/30/2007	03/30/2012	Common Stock	125,000	(2)	2,083,959	D
Warrants(2)	$0.4	03/30/2007	11/30/2009	J			250,000	03/30/2007	03/30/2012	Common Stock	250,000	(2)	1,833,959	D
Warrants(2)	$0.8	03/30/2007	11/30/2009	J			100,000	03/30/2007	03/30/2012	Common Stock	100,000	(2)	1,733,959	D
Warrants(2)	$0.8	02/04/2008	11/30/2009	J			50,000	02/04/2008	10/23/2013	Common Stock	50,000	(2)	1,683,959	D
Warrants(2)	$0.79	02/19/2008	11/30/2009	J			50,000	02/19/2008	10/23/2013	Common Stock	50,000	(2)	1,633,959	D
Warrants(2)	$0.8	04/04/2008	11/30/2009	J			78,125	04/04/2008	03/17/2014	Common Stock	78,125	(2)	1,555,834	D
Warrants(2)	$0.8	07/14/2008	11/30/2009	J			312,500	07/14/2008	07/14/2013	Common Stock	312,500	(2)	1,243,334	D
Warrants(2)	$0.85	09/05/2008	11/30/2009	J			150,000	09/05/2008	09/05/2013	Common Stock	150,000	(2)	1,093,334	D
Warrants(2)	$0.85	02/11/2009	11/30/2009	J			75,000	02/11/2009	02/11/2014	Common Stock	75,000	(2)	1,018,334	D
Warrants(2)	$0.85	03/26/2009	11/30/2009	J			175,000	03/26/2009	03/26/2014	Common Stock	175,000	(2)	843,334	D
Warrants	$0.4	08/31/2009		A		4,167		08/31/2009	03/30/2012	Common Stock	4,167	(2)	847,501	D
Warrants(2)	$0.4	11/25/2009		J			4,167	11/25/2009	03/30/2012	Common Stock	4,167	(2)	843,334	D
Class I Convertible Preferred Stock	$0.8	08/31/2009		A		1,667		03/27/2007	(3)	Common Stock	55,567	(2)	898,901	D
Class I Convertible Preferred Stock(2)	$0.8	11/25/2009		J			1,667	03/27/2007	(3)	Common Stock	55,567	(2)	843,334	D
Class I Convertible Preferred Stock(2)	$0.6	11/25/2009		J			50,000	03/27/2007	(3)	Common Stock	833,334	(2)	10,000	D
Warrants(4)	$0.25	11/25/2009		A		350,000		11/25/2009	11/25/2014	Common Stock	350,000	(4)	360,000	D

Explanation of Responses:

1. Pursuant to the Agreement between the Issuer and Mr. Tawes dated November 30, 2009 and filed as Exhibit 10.1 with the Issuer's Form 8-K on December 1, 2009, Mr. Tawes received 1,369,792 shares of common stock after exchanging $342,448 in debt issued by the Issuer; 9,623,728 shares of common stock after exchanging certain notes payable and other remaining accrued payables; 1,958,670 shares of common stock after exchanging his Class I Preferred Stock along with accrued dividends. Mr. Tawes also received cash in the transaction as further described in the Agreement. Mr. Tawes received these shares on December 16, 2009.

2. Pursuant to the Agreement between the Issuer and Mr. Tawes dated November 30, 2009, Mr. Tawes returned these and certain other securities to the Issuer in exchange for 12,952,190 shares of common stock and cash as further described in the Agreement.

3. N/A

4. Pursuant to the Agreement between the Issuer and Mr. Tawes dated November 30, 2009, Mr. Tawes received warrants to purchase 350,000 shares of common stock.

	/s/ O. LEE TAWES	12/17/2009
	** Signature of Reporting Person	Date
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