UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to ________ Commission File Number: 333-168911 BERKELEY COFFEE & TEA, INC.(Exact name of
registrant as specified in its charter) Nevada
80-0385523(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.) Building B, #439, Jinyuan Ba Lu, Jiangpiao TownJiading
District, Shanghai, 201812, China(Address of principal executive offices)
(Zip Code) 011-86-15021337898(Registrants telephone number, including
area code) (Former name, former address and former fiscal year, if changed
since last report) Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [x]     No [ ] Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files) Yes [ ]     No [ ] (Not Required) 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 definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. Large accelerated filer
[ ]
Accelerated filer
[ ]Non-accelerated filer
[ ]
Smaller reporting company
[x](Do
not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [  ]     No [X ]   APPLICABLE
ONLY TO CORPORATE ISSUERS Indicate
the number of shares outstanding of each of the issuers classes of common stock
as of the latest practicable date: There
were 7,800,000 shares outstanding of common stock of the registrant at March 10,
2011.  F-1      BERKELEY COFFEE & TEA, INC. INDEX  PART I - FINANCIAL
INFORMATIONItem 1

Financial Statements and Notes to the Financial
StatementsItem 2

Managements Discussion and Analysis of Financial
Condition and Results of OperationsItem 3

Quantitative and Qualitative Disclosures About
Market RiskItem 4

Controls and ProceduresPART II - OTHER
INFORMATIONItem 1

Legal ProceedingsItem 1A

Risk FactorsItem 2

Unregistered Sales of Equity Securities and Use of
ProceedsItem 3

Defaults Upon Senior SecuritiesItem 4

Removed and ReservedItem 5

Other InformationItem 6

Exhibits   F-2       PART I -
FINANCIAL INFORMATION Item 1 Financial
Statements BERKELEY COFFEE & TEA, INC. (A DEVELOPMENT STAGE COMPANY) UNAUDITED FINANCIAL STATEMENTS AS OF JANUARY 31, 2011  TABLE OF
CONTENTS    FINANCIAL
STATEMENTSUnaudited Balance Sheets as
of January 31, 2011 and April 30, 2010Unaudited Statements of
Operations for the three and nine months ended January 31, 2011 and 2010
and the period of inception (March 27, 2009) to January 31, 2011Unaudited Statement of
 Changes in Stockholders Equity (Deficit)  for the  period
of inception (March 27, 2009) to January 31, 2011Unaudited Statements of
Cash Flows for the nine months ended January 31, 2011 and 2010 and the
period of inception (March 27, 2009) to January 31, 2011Notes to the unaudited
Financial Statements    F-3      BERKELEY COFFEE & TEA, INC. (A Development Stage Company) BALANCE SHEETS January
31,
2011


April
30,
2010A
S S E T S

(Unaudited)CURRENT
ASSETSCash
and cash equivalents
$
83,655

$
4,161Subscription
receivable

-


10,000TOTAL
CURRENT ASSETS

83,655


14,161TOTAL
ASSETS
$
83,655

$
14,161L
I A B I L I T I E S  &  S T O C K H O L D E R S '  E Q
U I T Y (DEFICIT)CURRENT
LIABILITIESAccounts
payables and accruals
$
43,795

$
972Share
offering subscription

83,000


-TOTAL
CURRENT LIABILITIES

126,795


972COMMITMENTS
AND CONTINGENCIES

-


-STOCKHOLDERS'
EQUITY (DEFICIT)Common
stock, 75,000,000 shares authorized,$0.001
par value; 7,800,000 sharesissued
and outstanding.

7,800


7,800Additional
paid-in capital

13,500


13,500Accumulated
deficit

(64,440)


(8,111)TOTAL
STOCKHOLDERS' EQUITY (DEFICIT)

(43,140)


13,189TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$
83,655

$
14,161See
accompanying notes to the unaudited financial statements  F-4      BERKELEY COFFEE & TEA, INC. (A Development Stage
Company) UNAUDITED STATEMENTS OF
OPERATIONS Three
Months
Ended
January
31,
2011

Three
Months
Ended
January
31,
2010

Nine
Months
Ended
January
31,
2011

Nine
Months
Ended
January
31,
2010

For
the
Period From
Inception
(March 27,
2009) to
January
31,
2011REVENUE

$
-
$
-
$
-
$
-
$
-OPERATING
EXPENSESGeneral
and administrative


40,187

-

56,329

-

64,440TOTAL
OPERATING EXPENSES

40,187

-

56,329

-

64,440LOSS
FROM OPERATIONS


(40,187)

-

(56,329)

-

(64,440)LOSS
BEFORE INCOME TAXES

(40,187)

-

(56,329)

-

(64,440)INCOME
TAX BENEFIT


-

-

-

-

-NET
LOSS

$
(40,187)
$
-
$
(56,329)
$
-
$
(64,440)BASIC
AND DILUTED NET LOSS PER COMMON SHARE
$
(0.01)
$
-

(0.01)

-WEIGHTED
AVERAGE NUMBER OFCOMMON
STOCK SHARES OUTSTANDING,BASIC
AND DILUTED


7,800,000

2,100,000

7,800,000

2,100,000See
accompanying notes to the unaudited financial statements  F-5      BERKELEY COFFEE & TEA,
INC. (A Development Stage
Company) UNAUDITED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT) Common StockNumber
of
Shares


Amount


Additional
Paid-In Capital


Deficit
Accumulated
During
Development
Stage

Total
Stockholders'
Equity (Deficit)Balance
as of March 27, 2009 (Inception)


-

$
-

$
-

$
-
$
-Stock
issued for expenses at $0.001 per share

2,100,000


2,100


-


-

2,100Net
loss from Inception to April 30, 2009

-


-


-


(2,100)

(2,100)Balance
as of April 30, 2009  (Audited)


2,100,000


2,100


-


(2,100)

-Stock
issued for cash at $0.001 per share

4,200,000


4,200


-


-

4,200Stock
issued for cash at $0.01 per share

1,000,000


1,000


9,000


-

10,000Stock
issued for expenses at $0.01 per share

500,000


500


4,500


-

5,000Net
loss for the year ended April 30, 2010

-


-


-


(6,011)

(6,011)Balance
as of April 30, 2010 (Audited)


7,800,000


7,800


13,500


(8,111)

13,189Net
loss for nine months ended
January
31, 2011


-


-


-


(56,329)

(56,329)Balance
as of January 31, 2010 (Unaudited)


7,800,000

$
7,800

$
13,500

$
(64,440)
$
(43,140)See
accompanying notes to the unaudited financial statements  F-6      BERKELEY COFFEE & TEA,
INC. (A Development Stage
Company) UNAUDITED STATEMENTS OF CASH
FLOWS Nine
Months
Ended
January
31,
2011


Nine
Months
Ended
January
31,
2010


For
Period
From
Inception
(March 27,
2009) to
January
31,
2011Net
loss


$
(56,329)

$
-

$
(64,440)Adjustments
to reconcile net lossto
net cash provided by (used by) operating activities:

-


-


-Expenses
paid by issuance of shares


-


-


7,100Increase/(decrease)
in:Accounts
payables


42,823


-


43,795Share
offering subscription


83,000





83,000Net
cash provided by (used in) operating activities

69,494


-


69,455Cash
flows from investing activities:Net
cash used in investing activities


-


-


--


-


-Cash
flows from financing activities:Collection
of stock subscription receivable

10,000


-


-Proceeds
from issuance of common stock

-


-


14,200Net
cash provided by financing activities

10,000


-


14,200Net
increase (decrease)  in cash


79,494


-


83,655Cash,
beginning of period


4,161


-


-Cash,
end of period

$
83,655

$
-

$
83,655SUPPLEMENTAL
DISCLOSURES:Cash
paid for interest and income taxes:Interest

$
-

$
-

$
-Income
taxes

$
-

$
-

$
-See
accompanying notes to the unaudited financial statements  F-7       BERKELEY COFFEE & TEA,
INC. (A Development Stage
Company) NOTES TO UNAUDITED FINANCIAL
STATEMENTS January 31, 2011  NOTE 1 - ORGANIZATION AND
DESCRIPTION OF BUSINESS Berkeley Coffee
& Tea, Inc. (hereinafter "Company" We Our or "Berkeley Coffee) was
incorporated in the State of Nevada on March 27, 2009.  The Company is in
the development stage and plans to market and sell coffee produced in China into
the United States. The Company is a
development stage company as defined in ASC 915 Development Stage Enterprises,
as it is devoting substantially all of its efforts to establish a new business
and planned principal operations have not commenced. NOTE 2  BASIS OF PRESENTATION The foregoing
unaudited interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 8 of Regulation S-X as
promulgated by the Securities and Exchange Commission. Accordingly, these
financial statements do not include all of the disclosures required by generally
accepted accounting principles for complete financial statements. These
unaudited interim financial statements should be read in conjunction with the
audited financial statements for the year ended April 30, 2010. In the opinion
of management, the unaudited interim financial statements furnished herein
includes all adjustments, all of which are of a normal recurring nature,
necessary for a fair statement of the results for the interim period presented. The preparation of
financial statements in accordance with generally accepted accounting principles
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and the reported
amounts of revenues and expenses during the reporting period. Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of the
Company's financial statements; accordingly, it is possible that the actual
results could differ from these estimates and assumptions and could have a
material effect on the reported amounts of the Company's financial position and
results of operations. Certain amounts
from prior periods have been reclassified to conform to the current period
presentation. This reclassification has resulted in no changes to the Companys
accumulated deficit or net losses presented. Operating results
for the nine-month period ended January 31, 2011 are not necessarily indicative
of the results that may be expected for the year ending April 30, 2011. NOTE 3 - GOING CONCERN
UNCERTAINTY The accompanying
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business. The Company has incurred a material loss from
operations. At January 31, 2011, the Company had an accumulated deficit of
$64,440, in addition to limited cash, zero revenue and unprofitable operations.
For the period ended January 31, 2011, the Company sustained net losses of
$56,329. These factors, among others, indicate that the Company may be unable to
continue as a going concern for a reasonable period of time. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that may be necessary should the Company be unable to continue as a
going concern. The Company's continuation as a going concern is contingent upon
its ability to obtain additional financing and to generate revenue and cash flow
to meet its obligations on a timely basis. Management's plans in  F-8      this regard are to
raise equity financing of $500,000 by offering to sell 2,500,000 shares of
common stock at $0.20 each. If the financing is successful, it will mitigate
these factors which raise substantial doubt about the Company's ability to
continue as a going concern. NOTE 4 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES This summary of
significant accounting policies is presented to assist in understanding the
financial statements. The financial statements and notes are representations of
the Companys management, who are responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States of America and have been consistently
applied in the preparation of the financial statements. Accounting Methods The Company's financial
statements are prepared using the accrual basis of accounting in accordance with
the accounting principles generally accepted in the United States of
America. Advertising and Promotion
Costs Advertising and promotion costs
are expensed as incurred. Cash and Cash
Equivalents Cash equivalents comprise certain
highly liquid instruments with a maturity of three months or less when
purchased. As at January 31, 2011, cash and cash equivalents consist of cash
only. Comprehensive Income The Company has adopted ASC 220,
"Reporting Comprehensive Income", which requires inclusion of foreign currency
translation adjustments, reported separately in its statement of stockholders'
equity, in other comprehensive income. The Company had no other comprehensive
income for the period ended January 31, 2011. Concentration of Credit
Risk The Company maintains the
majority of its cash in commercial accounts at a major financial institution.
Although the financial institution is considered creditworthy and has not
experienced any losses on its deposits, at January 31, 2011, the Company's cash
balance did not exceed Federal Deposit Insurance Corporation (FDIC) limits. Derivative Instruments The Financial
Accounting Standards Board issued ASC 815, "Accounting for Derivative
Instruments and Hedging Activities" (hereinafter "ASC 815"), The statement
establishes accounting and reporting standards for derivative instruments
embedded in other contracts, and for hedging activities. They require that an
entity recognize all derivatives as either assets or liabilities in the balance
sheet and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as a hedge, the objective of
which is to match the timing of gain or loss recognition on the hedging
derivative with the recognition of (i) the changes in the fair value of the
hedged asset or liability that are attributable to the hedged risk or (ii) the
earnings effect of the hedged forecasted transaction. For a derivative not
designated as a hedging instrument, the gain or loss is recognized in income in
the period of change. The Company has not entered into derivative contracts to
hedge existing risks or for speculative purposes.  F-9      Earnings (Loss) Per Share The Company adopted
ASC 260, which provides for calculation of "basic" and "diluted" earnings
(losses) per share. Basic earnings (losses) per share includes no dilution and
is computed by dividing net income (loss) available to common shareholders by
the weighted average common shares outstanding for the period. Diluted earnings
per share reflect the potential dilution of securities that could share in the
earnings of an entity similar to diluted earnings per share. Foreign Currency Translation The financial
statements are presented in United States dollars. The Company maintains United
States dollars as the functional currency. Foreign monetary assets and
liabilities are translated into United States dollars at the rates of exchange
in effect at the balance sheet dates. Non-monetary items are translated at
historical rates. Revenue and expense items are translated using the rate in
effect on the date of the transactions. Inventory Inventories are stated at the
lower of cost or market. The cost for inventories is determined using the
first-in, first-out method. Inventories principally consist of coffee beans. The
Company had no inventory at January 31, 2011. Fair Value of Financial
Instruments Fair value
estimates of financial instruments are made at a specific point in time, based
on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving
uncertainties and matters of significant judgment, they cannot always be
determined with precision. Changes in assumptions can significantly affect
estimated fair values. The Company's
financial instruments consist of cash, subscription receivable, accounts payable
and share offering subscription. The carrying amounts of these financial
instruments approximate fair value due to the short-term nature of these items.
Management is of the opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial instruments. Organization and Start-up
Cost All costs and expenses for the
start-up activities, including organization costs, are expensed as incurred. Offering Expenses Offering expenses
represent costs associated with the preparation and filing of a Registration
Statement under S-1 offering to sell 2,500,000 shares of the Companys common
stock at a price of $0.20 per share for gross proceeds of $500,000. Such costs
primarily consist of professional fees and consulting services. The offering
expenses are paid from cash on hand and charged to expenses as incurred. Property and Equipment Property and
equipment are recorded at cost. Depreciation for property and equipment is
calculated using the straight-line method over estimated useful lives of five to
seven years. Leasehold improvements are generally amortized over the shorter of
seven years or the term of the related leases. Major remodels and improvements
are capitalized. Maintenance and repairs that do not improve or extend the life
of the respective assets are charged to expense as incurred.    F-10      Provision for Income
Taxes Income taxes are
provided based upon the liability method of accounting pursuant to ASC 740,
"Accounting for Income Taxes." Under this approach, deferred income taxes are
recorded to reflect the tax consequences in future years of differences between
the tax base of assets and liabilities and their financial reporting amounts at
each year-end. A valuation allowance is recorded against deferred tax assets if
management does not believe the Company has met the "more likely than not"
standard imposed by ASC 740 to allow recognition of such an asset. Revenue Recognition The Company derives
its revenue from sale of coffee beans.  Our revenue is recognized in the
period when persuasive evidence of an arrangement exists, delivery occurs, the
sales price is fixed or determinable and collectability is reasonably assured.
 Coffee is considered delivered when title and risk have been transferred
to the customer. Stock Issued for
Services Transactions in which common
stock is issued for services are recorded at the fair value of the services
received or the fair value of the stock issued, whichever is more reliably
measurable. Share offering
Subscription Share offering
proceeds received by the Company from subscribers pursuant to the prospectus
offering of 2,500,000 shares of the common stock at $0.20 per share are recorded
as a current liability till the offering is closed and subscribed shares issued
to the investors.  As of January 31, 2011, share offering subscription
proceeds of $83,000 was received by the Company. Use of Estimates The preparation of
financial statements in conformity with generally accepted accounting principles
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses and the accompanying
notes during the reporting period. Accordingly, actual results could differ from
those estimates. Recent Accounting
Pronouncements In June 2009, the
FASB established the Accounting Standards Codification (Codification or ASC)
as the source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (GAAP). Rules and interpretive releases of the Securities and
Exchange Commission (SEC) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented. Statement of
Financial Accounting Standards (SFAS) No. 165 (ASC Topic 855), Subsequent
Events, SFAS No. 166 (ASC Topic 810), Accounting for Transfers of Financial
Assets-an Amendment of FASB Statement No. 140, SFAS No. 167 (ASC Topic 810),
Amendments to FASB Interpretation No. 46(R), and SFAS No. 168 (ASC Topic 105),
The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles- a replacement of FASB Statement No. 162 were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant. Accounting
Standards Update (ASU) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures  Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASUs No. 2009-2  F-11      through ASU No.
2010-26 which contain technical corrections to existing guidance or affect
guidance to specialized industries or entities were recently issued. These
updates have no current applicability to the Company or their effect on the
financial statements would not have been significant The Company has
reviewed all the recent accounting pronouncements up through No. 2011-01 and
these updates have no current applicability to the Company or their effect on
the financial statements and the Companys current accounting and reporting
practices. NOTE 5 - RELATED PARTY
TRANSACTIONS Since inception, the Companys
sole officer and director was issued 7,300,000 shares of common stock for $2,100
payment of Company expenses and $14,200 cash payment to the Company. NOTE 6 - COMMITMENTS AND
CONTINGENCIES Refer to Note 3 above. NOTE 7 - COMMON STOCK At January 31, 2011, the
authorized capital was 75,000,000 common shares with a par value of $0.001 and
7,800,000 common shares were issued and outstanding. a) On March 29,
2009, the Company issued 2,100,000 common shares at $0.001 per share for $2,100
of Company expenses paid. b) On February
1, 2010, the Company issued 4,200,000 common shares at $0.001 per share for cash
proceeds of $4,200. c) On March 25,
2010, the Company issued 500,000 common shares at $0.001 per share for $5,000 of
Company expenses paid. d) On March 25,
2010, the Company issued 1,000,000 common shares at $0.01 per share for cash
proceeds of $10,000. The $10,000 was received on June 22, 2010. NOTE 8 - CONTRACTS AND
AGREEMENTS Nil NOTE 9  CONCENTRATION RISK The Company plans
to purchase green bean coffee from China. Consequently, any political, economic
and social unrest and/or instability in the coffee growing areas of China may
adversely affect the Companys business operations. In particular, instability
in the coffee growing regions of China could result in a decrease in the
availability of coffee beans needed for the continued operation and growth of
the Companys business. It could also lead to an increase in the purchasing
costs and increased operating costs. This may adversely affect the Companys
business. NOTE 10  SUBSEQUENT
EVENTS To provide
financing to commence the implementation of its business plan and operations,
the Company filed a Registration Statement under S-1 offering to sell 2,500,000
shares of its common stock at $0.20 per share for gross proceeds of $500,000.
The Registration Statement under S-1was declared effective on January 28, 2011,
and the offering remains open as of the date of the financial statements. The Company has evaluated the
subsequent events from the balance sheet date through the date the financial
statements were issued, and determined that no other significant events have
occurred.  F-12     Item 2 Managements Discussion
and Analysis of Financial Condition and Results of Operations  Cautionary Note Regarding
Forward-Looking Statements This quarterly
report contains forward-looking statements that involve risk and
uncertainties.  Berkeley Coffee & Tea, Inc. uses forward-looking
statements that you can identify by words or terminology such as "may",
"should", "could", "predict", "potential", "continue", "expect", "anticipate",
"future", "intend", "plan", "believe", "estimate" and similar expressions (or
the negative of these expressions).  This quarterly report includes
statements that are forward-looking statements including statements regarding
our expectations, hopes, beliefs, intentions or strategies regarding the future.
 All statements other than statements of historical facts included in this
quarterly report, including, without limitation, statements under Risk
Factors, and Managements Plan of Operations, regarding our financial
position, business strategy and other plans and objectives for future
operations, and future product demand, supply, costs, marketing, transportation
and pricing factors, are forward-looking statements. Actual results, levels of
activity, performance, achievements and events are most likely to vary
materially from those implied by the forward-looking statements. All
forward-looking statements included in this quarterly report are based on
information available to us on the date hereof, and we assume no obligation to
update such forward-looking statements. Although we believe that the assumptions
and expectations reflected in such forward-looking statements are reasonable, we
can give no assurance that such expectations will prove to have been correct or
that we will take any actions that may presently be planned. Certain important
factors that could cause actual results to differ materially from our
expectations are disclosed under Risk Factors in our S-1 registration
statement including but not limited to (1) unable to continue with our
operations due to our poor financial position and failure to obtain funding, (2)
competition and our limited operating history may adversely impact our ability
to implement our business plan, (3) diseases and adverse weather conditions may
negatively impact our supply and the cost of coffee, (4) social and political
instability in China may negatively impact our purchase costs and supply of
coffee, (5) our ability to market coffee may be affected by the fluctuations in
the price of coffee, (6) our employee has limited experience in the coffee
industry, (7) we have a single product and if demand for coffee decreases our
business may fail, (8) absence of managements full time participation may
negatively affect our operations, (9) potential competition or conflict of
interest may result in the loss of potential business opportunities, (10)
majority of our common stock is owned by management, which may reduce your
ability to influence our activities. All written or oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by such factors. You should consider the areas of
risk described in connection with any forward-looking statements that may be
made herein.  Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date of this quarterly
report. Readers should carefully review this report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. Review of operations for the
period March 27, 2009 (date of inception) to January 31, 2011 Since inception,
March 27, 2009, our operation has been restricted to development activities that
has included travel to Yunnan Province, China, (the coffee growing area),
meeting with coffee farmers/exporters, cup tasting and evaluation of the coffee
produced, discussions with potential customers in United States, and preparation
of the registration statement under S-1, offering to sell 2,500,000 shares of
our common stock at $0.20 per share for gross proceeds of $500,000. S-1 was
declared effective on January 28, 2011. The Company commenced the offering, and
the offering remains open as of the date of this report. As of January 31, 2011,
we have not entered into any contracts or commitments to purchase or sell any
coffee. Going Concern Our interim
financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles. The
following discussion should be read in conjunction with our interim financial
statements and the related notes that appear elsewhere in this quarterly report. The accompanying
financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.  The Company has incurred material recurring
losses from operations. For the nine months ended January 31, 2011, the Company
incurred a loss of $56,329. As of January 31, 2011, the Company had accumulated
deficits of $64,440, limited cash and unprofitable operations. For the years
ended April 30, 2010 and 2009, the Company sustained net losses of $6,011 and
$2,100. These factors, among others, indicate that the Company may be unable to
continue as a going concern for a reasonable period of time. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and       classification of
liabilities that may be necessary should the Company be unable to continue as a
going concern. The Company's continuation as a going concern is contingent upon
its ability to obtain additional financing and to generate revenue and cash flow
to meet its obligations on a timely basis. Management's plans in this regard are
to raise equity financing by offering 2,500,000 shares of common stock at $0.20
per share for gross proceeds of $500,000.  The S-1 was declared effective
on January 28, 2011. The Company commenced the offering, and the offering
remains open as of the date of this report. If the offering is successful, this
will mitigate these factors which raise substantial doubt about the Company's
ability to continue as a going concern. Liquidity and Capital
Resources As of January 31,
2011, we had $83,655 cash in the bank, accounts payables and accruals of $43,795
and share offering subscription received of $83,000. Since inception, March 27,
2009, we have not generated any revenue and incurred accumulated losses of
$64,440 to January 31, 2011.  Our net loss for the nine months ended
January 31, 2011 was $56,329. We financed our operations by issuing 7,800,000
shares of our common stock to our sole director and officer and an investor for
a cash payment of $14,200 and $7,100 paid for expenses. For the three months
period to January 31, 2011, we did not generate any revenue and incurred a loss
of $40,187. There were no expenses incurred for the three months period to
January 31, 2010.  For the nine months ended January 31, 2011, we did not
generate any revenue and incurred a loss of $56,329. The general and
administration expenses, for the nine months ended January 31, 2011, incurred
included professional fees of $25,510 consulting fees of $30,329 and bank
charges of $490. There were no expenses incurred for the nine month period ended
January 31, 2010. The accumulated general and administration expenses incurred
since inception, March 27, 2009, to January 31, 2011 was $64,440 which included
$5,000 for travel, professional fees of $28,582, consulting fees of $ 30,329,
and bank charges of $529. We do not have any long-term debts or obligations. If we do not raise
any funding from the offering, we would not commence our Plan of Operation as
discussed below and we would be forced to obtain additional funding from
different sources of financing in order to continue to implement our business
plan and to continue our operations. We cannot be assured of securing needed
financing on acceptable terms. As of the date of this report, we do not have any
plans to raise any additional funding apart from the current offering of
2,500,000 shares of our common stock at $0.20 per share. Plan of Operation THE FOLLOWING PLAN
OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE
RELATED NOTES ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING
STATEMENTS BASED UPON CURRENT EXPECTATIONS THAT INVOLVE RISKS AND UNCERTAINTIES,
SUCH AS OUR PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. OUR ACTUAL RESULTS
AND THE TIMING OF CERTAIN EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED
IN THESE FORWARD-LOOKING STATEMENTS If we are
successful with the offering of 2,500,000 shares of common stock at $0.20 per
share and gross proceeds of $500,000 are received, we will have sufficient funds
to fully implement our business plan. Specifically, our plan of operation for
the next 12 months requires us to: (a) Purchase coffee from farmers/exporters in Yunnan, China. The coffee season in China runs from October to March.  We plan
to commence purchasing coffee approximately thirty (30) days after closing this
offering, and to continue to do so through-out the coffee season.
 Thereafter, we plan to continue purchasing the limited amounts of late and
early season crops.  The late and early season coffee crops are usually
available until the next coffee season. During the next twelve months, we plan
to purchase and sell coffee to our potential customers in the United States.
Each container load will contain approximately three hundred (300)
sixty-kilogram (60 kg) bags of green bean coffee, or approximately 18,000 metric
tones. The sale price of the coffee will be mutually negotiated with the
customers using the current New York C coffee contract market prices as the
benchmark price. We have budgeted approximately $240,000 out of the total gross
proceeds of $500,000 to be applied towards the purchasing of coffee over a six
month period.  Any revenue we earn will be infused back into the Company
and used for working capital.  However, if we are unable to raise all of
the funding, we may have to limit our coffee purchasing activities, which may
cause our business to fail.        (b) Lease office facilities in Reno, Nevada and hire at least one
employee as support staff. Approximately thirty (30) days after
closing ouroffering, we plan to lease about 500 square feet office space in
Reno, Nevada, for general corporate, sales and customer service purposes, and
hire one employee. Our budget for office lease cost is in the range of $700 to
$1,000 per month, and general and administration costs, to be in the range of
$2,000 to $3,000 per month. We anticipate incurring these lease and general and
administration expenses on a monthly basis commencing approximately thirty (30)
days after closing our offering. We have budgeted approximately $48,000 out of
the total gross proceeds of $500,000 to be applied towards general and
administration expenses and for our corporate head office costs in Reno, Nevada.
However, if we are unable to raise all of the funding, we may have to severely
limit our activities which may cause our business to fail. (c) Commence to market and sell coffee.  Approximately
thirty (30) days after closing our offering, we will commence delivering coffee
samples to interested potential customers. Supplying of coffee samples and
visiting of potential customers will continue throughout the next 12 months. The
costs are expected to be in the range of $2,000 to $3,000 per month. We
anticipate incurring these marketing expenses on a monthly basis commencing
approximately thirty (30) days after closing our offering.  We have
budgeted approximately $48,000 out of the total gross proceeds of $500,000 to be
applied towards the marketing expenses. However, if we are unable to raise all
of the funding, we may have to severely limit our marketing and selling
activities, which may cause our business to fail. If we are
unsuccessful in obtaining 100% ($500,000) of the funding under our offering, we
will be unable to commence our business operations at a level as planned. We
have budgeted $240,000 of the total gross proceeds to be applied towards coffee,
$48,000 to general and administration expenses, $48,000 towards marketing
expenses, $48,000 for financial expenses, and we will retain the balance as
working capital. However, if we are unable to raise all the funding, we may have
to severely limit our activities, which will directly impact our ability to
purchase significant amounts of coffee, hire an employee, lease an office in
Reno, Nevada and restrict our ability to market and sell the coffee. As a
result, it may cause our business to fail and investors could lose their entire
investment. As of the date of this report, we
do not have any plans to raise any additional funding apart from the current
offering of 2,500,000 shares of our common stock at $0.20 per share. As of the date of this report,
the Company did not incur any coffee related research and development expenses
and does not plan to incur any research or development expenses in the future. As of the date of this report,
the Company did not have any off-balance sheet arrangements. Recent Accounting
Pronouncements The Company does
not expect the adoption of recently issued accounting pronouncements to have a
significant impact on the Companys results of operations, financial position or
cash flows. In June 2009, the
FASB established the Accounting Standards Codification (Codification or ASC)
as the source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States (GAAP). Rules and interpretive releases of the Securities and
Exchange Commission (SEC) issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented. Statement of
Financial Accounting Standards (SFAS) No. 165 (ASC Topic 855), Subsequent
Events, SFAS No. 166 (ASC Topic 810), Accounting for Transfers of Financial
Assets-an Amendment of FASB Statement No. 140, SFAS No. 167 (ASC Topic 810),
Amendments to FASB Interpretation No. 46(R), and SFAS No. 168 (ASC Topic 105),
The FASB Accounting Standards Codification and the Hierarchy of Generally
Accepted Accounting Principles- a replacement of FASB Statement No. 162 were
recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability
to the Company or their effect on the financial statements would not have been
significant. Accounting
Standards Update (ASU) ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures  Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASUs No. 2009-2 through ASU No. 2010-29 which contain technical corrections to
existing guidance or affect guidance to specialized       industries or
entities were recently issued. These updates have no current applicability to
the Company or their effect on the financial statements would not have been
significant. The Company has
reviewed all the recent accounting pronouncements up through No. 2011-01 and
these updates have no current applicability to the Company or their effect on
the financial statements and the Companys current accounting and reporting
practices. Critical Accounting Policies
& Estimates The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make a variety of estimates and assumptions that affect
(1) the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities as of the date of the financial statements and (2) the
reported amounts of revenues and expenses during the reporting periods covered
by the financial statements. Our management
routinely makes judgments and estimates about the effect of matters that are
inherently uncertain. As the number of variables and assumptions affecting the
future resolution of the uncertainties increase, these judgments become even
more subjective and complex. Although we believe that our estimates and
assumptions are reasonable, actual results may differ significantly from these
estimates.  Changes in estimates and assumptions based upon actual results
may have a material impact on our results of operation and/or financial
condition.  We have identified certain accounting policies that we believe
are most important to the portrayal of our current financial condition and
results of operations. Our significant accounting policies are disclosed in Note
4 to the Financial Statements included in this report. 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 our stockholders. Item 3 Quantitative and
Qualitative Disclosures About Market Risk Not applicable. Item 4 Controls and
Procedures. Evaluation of Controls and Procedures  We recently evaluated the effectiveness of
our disclosure controls and procedures, as required by paragraph (b) of Rule
13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, being January 31, 2011. This evaluation
was conducted with the participation of our principal executive officer and our
principal accounting officer.  Disclosure controls are those controls and
other procedures designed to ensure information we are required to disclose in
the reports we file pursuant to the Securities Exchange Act of 1934 is correctly
recorded, processed, summarized and reported. We maintain a system of internal
accounting controls that is designed to provide reasonable assurance assets are
safeguarded and transactions are executed and properly recorded in accordance
with managements authorization. This system is continually reviewed and
augmented by written policies and procedures, the careful selection and training
of qualified personnel and an internal audit program to monitor its
effectiveness.  Our management does not expect our
disclosure controls or our internal controls over financial reporting will
prevent all error and fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, but not absolute, assurance the
objectives of a control system are met. Further, any control system reflects
limitations on resources, and the benefits of a control system must be
considered relative to its costs. These limitations also include the realities
that judgments in decision-making can be faulty and breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of a control. A design of a control system is also based
upon certain assumptions about potential future conditions; over time, controls
may become inadequate because of changes in conditions, or the degree of
compliance with the policies or       procedures may deteriorate. Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and may not be detected.  Changes in Internal Control over
Financial Reporting Based upon their
evaluation of our controls over financial reporting, as required by paragraph
(d) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, our
principal executive officer and principal accounting officer have concluded that
our disclosure controls are, and will be, effective in providing reasonable
assurance that material information relating to us is accumulated and
communicated to management, including our principal executive and principal
financial officer(s), or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. There were no changes in
our internal controls that occurred during the quarter covered by this report
that have materially affected, or are reasonably likely to materially affect our
internal controls over financial reporting.  PART II - OTHER
INFORMATION Item 1 Legal
Proceedings As of the date of
this report, there is no litigation pending or threatened by or against the
Company.  However, from time to time we may be subject to legal proceedings
and claims in the ordinary course of business. Such claims, even if not
meritorious, would result in the expenditure by us of significant syndicated
financial and managerial resources. Item 1A Risk Factors Not applicable. Item 2 Unregistered Sales of
Equity Securities and Use of Proceeds For the period to January 31,
2011, the Company did not have any sale or issuance of unregistered equity
securities. Use of Proceeds The Companys
Registration Statement under S-1, File#333-168911, offering to sell 2,500,000
shares of its common stock at $0.20 per share for gross proceeds of $500,000 was
declared effective on January 28, 2011. The Company commenced the offering and
as of January 31, 2011; gross proceeds of $83,000 was received and no funds were
used. As of the date of the date of this report the offering was not closed. Stock Repurchase The Company does not have any
stock repurchase plan. Item 3 Defaults Upon Senior
Securities  None  Item 4 (Removed and
Reserved) Item 5 Other
Information No material changes were made to
the procedures by which security holders may recommend nominees to the Companys
board of directors.       Item 6 Exhibits Exhibit
Number
Description

3.1
Articles of Incorporation
Previously filed
3.2
Bylaws
Previously filed
14.1
Code of Conduct
Previously filed
31
Section 302 Certification of
Included
32
Section 906 Certification of
Included
99.1
Nevada State Business License
Previously filed
99.2
S-1 Registration Statement
Previously filed
99.3
Primary Offering Subscription Agreement
Previously filed        SIGNATURES Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized. BERKELEY COFFEE & TEA,
INC. By:
/s/ Sean TanSean TanPresident, Chief Executive Officer
Chief Financial Officer, Treasurer
Secretary, Controller and sole Director(Principal Executive Officer, Principal Financial
Officerand Principal Accounting Officer)Date:  March 11 , 2011