Cautionary Note Regarding Forward-Looking Statements

All references in this Form 10-Q to the "Company," "Berkeley," "we," "us," or "our" are to Berkeley Coffee & Tea, Inc.

This 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). Except for historical information, this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and statements regarding our expectations, hopes, beliefs, intentions or strategies regarding the future. All statements other than statements of historical facts included in this report, including, without limitation, statements under "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 report are based on information available to us on the date hereof, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements 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 based on reasonable assumptions, 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 elsewhere in this report. 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 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.

THE FOLLOWING PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND THE RELATED NOTES ELSEWHERE IN THIS QUARTELY 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 AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "PLAN OF OPERATIONS" AND ELSEWHERE IN THIS QUARTELY REPORT.

Review of operations for the period March 27, 2009 (date of inception) to January 31, 2012

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 the United States, and preparation and filing of the Registration Statement with the Securities and Exchange Commission which was declared effective January 28, 2011. On March 31, 2011, the Company completed the equity financing of $500,000 by selling 2,500,000 shares of common stock at $0.20 each. In October 2011, the Company sold an additional 133,333 shares at $0.15 each for gross proceeds of $20,000. We purchased Indonesian (Mandheling and Java) coffee and sold it to DTS8 Coffee (Shanghai) Co. Ltd. for $64,800. During the period we evaluated 2011/2012 coffee crops from farmers in Yunnan, China, to purchase and carried out a marketing and promotion to large roasters and retailers to sample the coffees. We plan to sell the coffee to the potential customers in the United States.

Effective September 30, 2011, the Company was assigned the symbol "BKCT" to trade the common stock on the OTC Bulletin Board.

On January 31, 2012, the Company entered into a Purchase and Sale Agreement (the "Agreement") to acquire one hundred (100) percent of the issued and outstanding capital stock of DTS8 Holdings Co., Ltd. (a parent corporation of DTS8 Coffee (Shanghai) Co., Ltd.) organized and existing under the laws of Hong Kong (and which owns DTS8 Coffee (Shanghai) Co., Ltd. a wholly owned foreign subsidiary entity ("WOFE") corporation organized and existing under the laws of the People's Republic of China) from our Chief Executive Officer, Sean Tan ("Seller") by issuance of four million dollars ($4,000,000) of Bonds payable in favor of the Seller. The Bonds shall be payable at the end of sixty (60) calendar months from the closing date or earlier on a mutually agreed date. The Bonds payable shall have an interest rate per annum equal to three percent (3%). Interest shall be calculated, accrued and paid annually. The acquisition shall be completed no later than April 30, 2012, or earlier pending receipt of audited financial statements of DTS8 Holdings Co., Ltd. The Company conducted an independent third party valuation of DTS8 Holdings Co. Ltd, and DTS8 Coffee (Shanghai) Co. Ltd., for the purposes of this transaction.

The acquisition of DTS8 Holdings Co. Ltd. enables the Company immediate access into the Chinese domestic coffee market. The acquisition assists in creating a horizontally integrated coffee company in Shanghai, China and with operations in two different geographic markets; the United States and China. While the Company will continue to markets raw green coffee beans from Yunnan, China into United States, DTS8 will continue to operate a roasting and wholesale coffee business in Shanghai, China. The acquisition provides the Company with diversification as it enters into a new revenue stream of roasted coffees in Shanghai, China, compared to raw green coffee beans only. Additionally, it provides the Company an entry into the Shanghai, China roasted coffee market. The acquisition also provides Company with two well trained coffee professionals in Shanghai, China.

There are material relationships by and among the parties to the Agreement. Sean Tan owns one hundred percent (100%) of the issued and outstanding capital stock of DTS8 Holdings Co. Ltd, and is the Chief Executive Officer of DTS8 Coffee (Shanghai) Co. Ltd., which roasts and sells roasted coffee in Shanghai, China. Sean Tan is also the President and Chief Executive Officer of Berkeley Coffee & Tea, Inc. and owns, as of the date of this report, approximately 31.44% of the Company's outstanding shares of common stock. At closing, the acquisition of DTS8 Holdings Co. Ltd will be accounted for as combination of entities under common control and recorded at its historical cost. The Bond payable of $4,000,000 will be recorded as a reduction of the retained earnings.

Going Concern

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, 2012, the Company incurred a loss of $335,906. As of January 31, 2012, the Company had an accumulated deficit of $471,237, limited cash, limited revenue and unprofitable operations. For the three months ended January 31, 2012 and 2011, the Company sustained net losses of $159,707 and $40,187. 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 raised equity financing of $500,000 by selling 2,500,000 shares of common stock at $0.20 each and additional $20,000 from sale of 133,333 shares at $0.15 each. The $520,000 financing has mitigated these factors, however, any failure to generate revenue will raise substantial doubt about the Company's ability to continue as a going concern. Company's ability to implement the marketing and sales strategy is partially dependent on its ability to increase awareness and recognition of Yunnan, China grown green bean coffee in the United States. However, if the resources on marketing and sales strategy ultimately prove unsuccessful, Company's revenue and operating results may be adversely affected. In addition, to fund the ongoing operations, the Company may be forced to find alternate sources of financing, which at this time cannot be assured. If the Company is unsuccessful in securing such financing on acceptable terms, its potential as a going concern could be affected.

Provided below is selected financial data about our Company as of January 31, 2012, and April 30, 2011. The financial statements and notes thereto are included in this Report under "Financial Statements".

Balance Sheet Data:

                     Total assets         $ 214,710 $     398,890
                     Total liabilities    $   4,647 $      12,921
                     Stockholders' equity $ 210,063 $     385,969

Liquidity and Capital Resources

As of January 31, 2012, we had $56,129 cash in the bank, $64,800 in receivables from related party, prepaid expenses of $91,161, accounts payable and accruals of $4,647. Since inception, March 27, 2009, we have generated limited revenue and incurred accumulated losses of $471,237 to January 31,2012. Our net losses for the nine months ended January 31, 2012 and 2011, were $335,906 and $56,329. Effective March 31, 2011, we completed an offering of 2,500,000 shares of common stock, under our S-1 Registration Statement, and received gross proceeds of $500,000. In October 2011, we issued 133,333 Restricted Rule 144 shares of common stock for a total cash payment of $20,000 to an accredited investor. The $20,000 raised was allocated to the working capital. For the three months ended January 31, 2012, we generated zero in revenue, and incurred a net loss of $159,707. For the nine months ended January 31, 2012, we generated $64,800 in revenue from a related party, with cost of goods sold at $54,000 and $10,800 in gross profits and incurred a net loss of $335,906. The general and administration expenses for the nine months ended January 31, 2012, was $346,706 which included professional fees of $56,958, management fees of $76,500, consulting of $169,880, and office supplies and expenses of $43,368. The accumulated general and administration expenses incurred since inception, March 27, 2009, to January 31, 2012, was $482,037 which included $13,600 for travel, professional fees of $104,250, management fees of $94,550, consulting of $227,089, and office supplies of $42,548. We do not have any long-term debts or obligations.

In October 2011, we filed a Registration Statement on Form S-8 and registered 700,000 common shares to our attorney and coffee consultant for an aggregate consideration of $140,000 as payment for the future services in lieu of cash. The fair value of these shares was estimated at $140,000. During the nine months ended January 31, 2012, the fair market value of the services charged to expenses was $56,339 and $83,661 was considered a prepayment for legal and coffee consulting services to be rendered.

Plan of Operation

During the next 12 months of our operation, our plan is to purchase coffee from farmers/exporters in Yunnan, China. The coffee season in China runs from October to March. We plan to commence purchasing coffee in middle 2012, 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 tonnes. 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. Any revenue we earn will be reinvested back into the Company and used for working capital. We continually evaluate the Yunnan farmers' coffees and are seeking coffees that would be suitable for our potential customers in the United States. We have commenced marketing the coffee grown in Yunnan, China and have commenced delivering coffee samples to interested potential customers in the United States. Supplying of coffee samples and visiting of potential customers will continue throughout the next 12 months.

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.

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. 2011-12 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.

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.