S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BERKELEY COFFEE & TEA, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

80-0385523

(I.R.S. Employer Identification No.)

Building B, #439

Jinyuan Ba Lu

Jiangqiao Town

Jiading District

Shanghai, 201812, China

(Address of Principal Executive Offices) (Zip Code)

Consulting Agreements

(Full title of the plan)

Rachelle J. Nicolle Ltd.

1662 Highway 395 Ste 214

Minden, NV 89423

(775) 782-0442

(Name of agent for service, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common	700,000	$0.20	$140,000	$16.04

(1)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.  

PART I.  INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

This Prospectus is part of a Registration Statement which registers an aggregate 700,000 shares of $.001 par value, common stock of Berkeley Coffee & Tea, Inc. (the "Company") which may be issued as set forth herein to the following named persons:

Name	Number of Shares
James. B. Parsons	250,000
V.S. Jon Yogiyo	450,000

On October 4, 2011, an Agreement was entered into with James B. Parsons (collectively, with V. S. Jon Yogiyo , will be referred to as the “Advisors”) pursuant to a  consulting agreement ( the “Parsons Consulting Agreement”) for legal services.  Company has been advised by Advisors that they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of customary brokers’ commissions. Advisors and the brokers and dealers through whom sales of the shares are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and any profits realized by them on the sale of the shares may be considered to be underwriting compensation.

On October 4, 2011, an Agreement was entered into with V.S. Jon Yogiyo (collectively, with James B. Parsons, will be referred to as the “Advisors”) pursuant to a consulting agreement ( the “Yogiyo Consulting Agreement”) for consulting services.  Company has been advised by Advisors that they may sell all or a portion of their shares of common stock from time to time through securities brokers/dealers only at current market prices and that no commissions or compensation will be paid in connection therewith in excess of customary brokers’ commissions.  Advisors and the brokers and dealers through whom sales of the shares are made may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended, (the "Securities Act"), and any profits realized by them on the sale of the shares may be considered to be underwriting compensation.

No other person is authorized to give any information or make any representation not contained or incorporated by reference in this Prospectus, in connection with the offer contained in this Prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company.  Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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This Prospectus does not constitute an offer to sell or the solicitation of any offer to buy any security other

than the securities covered by this Prospectus, nor does it constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation.

Item 2.  Registrant Information and Employee Plan Annual Information.

THE COMPANY HEREBY UNDERTAKES TO FURNISH WITHOUT CHARGE TO EACH SUCH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS DESCRIBED IN ITEM 3, PART II OF THIS REGISTRATION STATEMENT, OTHER THAN EXHIBITS TO SUCH DOCUMENTS.  REQUESTS SHOULD BE ADDRESSED TO SEAN TAN, PRESIDENT, BERKELEY COFFEE & TEA, INC., BUILDING B, #439, JINYUAN BA LU, JIANGQIAO TOWN, JIADING DISTRICT, SHANGHAI, 201812, CHINA.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Company has filed the following documents with the Securities and Exchange Commission: Annual Report on Form 10-K filed August 4, 2011; Quarterly Report on Form 10-Q filed September 29, 2011; Reports on 8-K filed April 1, 2011; Registration Statement on Form S-1 filed August 17, 2010, and amendments thereto filed August 18, 2010, November 1, 2010, November 24, 2010 and January 11, 2011.  The above referenced reports, which were previously filed with the Commission are incorporated herein by reference.

All documents filed by the Company pursuant to Section 13, or 15 (d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

The Company's Common Stock trades on the OTC Bulletin Board under the symbol “BKCT”.

Item 4.  Description of Securities.

The following description of the capital stock of the Company and certain provisions of the Company's Articles of Incorporation and By-Laws is a summary and is qualified in its entirety by the provisions of the Articles of Incorporation and By-Laws.

The Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock, with a par value of $0.001.  The holders of the Shares: (a) have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of the Company; (b) are entitled to share ratably in all of the assets of the Company available for distribution upon winding up of the affairs of the Company; (c) do not have preemptive subscription or conversion rights and there are no redemption or

sinking fund applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. These securities do not have any of the following rights: (a) cumulative or special voting rights; (b) preemptive rights to purchase in new issues of Shares; (c) preference as to dividends or interest; (d) preference upon liquidation; or (e) any other special rights or preferences.  In addition, the Shares are not convertible into any other security.  There are no restrictions on dividends under any loan, other financing arrangements or otherwise.  As of the date of this Prospectus, the Company had 10,300,00 shares of common stock outstanding.

Non-Cumulative Voting

The holders of shares of common stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose.  In such event, the holders of the remaining shares will not be able to elect any of the Company's directors.

Common Stock

The common stock holders have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors and are entitled to share ratably in all of the assets of the Company available for distribution to the holders of shares of common stock upon the liquidation, dissolution or winding up of the affairs of the Company.  Except as described herein, no pre-emptive, subscription, or conversion rights pertain to the common stock and no redemption or sinking fund provisions exist for the benefit thereof.  

As a consequence of their ownership of common stock, the current stockholders of the Company will continue to control a majority of the voting power of the Company and, accordingly, will be able to elect all of the Company's directors.

Preferred Stock

There are no preferred shares authorized or issued.

Employee Stock Option Plan

As of the date of this Prospectus, the Company does not have an Employee Stock Option Plan.  

Transfer Agent

The Company has retained ClearTrust, LLC as its transfer agent of record.

Item 5.  Interests of Named Experts and Counsel.

James B. Parsons will be providing legal services to the Company, and will receive stock from this filing.  Other than the shares to be received under the Parsons Consulting Agreement, James B. Parsons has no present or past interest in the stock of the Company.

Item 6.  Indemnification of Directors and Officers.

Pursuant to Section 78.7502 of the Nevada Revised Statutes, the Company has the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Company, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such actions, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his

conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

The following documents are filed as Exhibits to this Registration Statement:

Exhibit	Document
4	Consulting Agreements
5	Opinion of Parsons/Burnett/Bjordahl/Hume, LLP and Consent
23	Consent of Accountant

Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

 (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In

the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on October 14, 2011.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

BERKELEY COFFEE & TEA, INC.

By

/s/ Sean Tan

Sean Tan

President and Director

EX-4

October 4, 2011

Mr. Sean Tan

Chief Executive Officer

Berkeley Coffee and Tea, Inc.

Building B, #439, Jinyuan Ba Lu, Jiangqiao Town
Jiading District, Shanghai, 201812, China

Dear Mr. Tan,

The purpose of this letter agreement is to confirm the appointment of V.S. Jon Yogiyo ("Advisor") by the Board of Directors (“Board”) to act as coffee and agronomy advisor to Berkeley Coffee and Tea, Inc., a Nevada corporation (“Berkeley Coffee”) in connection with Company issues relating to the purchase and sale of coffee grown in China and other coffee producing countries.

 The Board also confirms that the Advisor is being retained hereunder by and solely for the benefit of the Board of Berkeley Coffee and not by any third parties, including the Company's shareholders.  In connection with our engagement the Advisor will provide the following services:

(a)

on a timely basis, a study report assessing the supply quality of Yunnan, China,  green bean coffee for the USA market and identify prospective partner organizations for Berkeley Coffee;

(b)

monitoring quality and development of farmer training programs;

(c)

the identification, evaluation, visiting and negotiating with coffee farmers, including coffee cup tasting, coffee profile and analysis, farmer training programs, country site visits.  

1. You and the Board further acknowledge that you and the Board, respectively, will use your best efforts to ensure that all information concerning the Company will be provided to me, directly or indirectly, orally or in writing, by you or your respective agents and advisors will be accurate and complete in all material respects and will not be misleading in any material respect.

2. In connection with the performance of advisory services hereunder, Advisor will keep confidential and will use only for the purpose of performing the services described herein all information, whether written or oral, acquired from the Board and the Company in connection with our work hereunder, except: (i) information which was available to the public prior to the engagement or which thereafter becomes available to the public other than through a breach by parties of obligations hereunder; (ii) information which was known to Advisor prior to the engagement; and (iii) information which Advisor is required to disclose by law (including applicable securities law requirements) or in connection with legal process or legal or regulatory proceedings. Advisor’s obligation under this section will survive the completion of this engagement.

3. The Company will provide to Advisor current drafts and final copies, as soon as they become available, of all documents prepared by the Company which would assist the Advisor in carrying out his duties. However, the Advisor will have no responsibility for the form or content of the documentation and the description of our services undertaken pursuant to the terms of this engagement letter. Advisor will be entitled at any time to withdraw in the event that Advisor reasonably concludes that there has been a material

change in the factors for which the Advisor has been retained.

4. In consideration for our services hereunder, the Company will pay the Advisor four hundred and fifty thousand Shares (450,000) of Berkeley Coffee stock.

5. The Company agrees to indemnify and hold the Advisor to the full extent permitted by law, harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (collectively, "Losses"), to which an Indemnified Party may become subject by reason of the performance of professional services rendered hereunder.

6. If Advisor is requested to perform services in addition to those described above, the terms and conditions relating to such services will be outlined in a separate letter agreement and the fees for such services will be negotiated separately and in good faith and will be consistent with fees paid for similar services.

7. The term of this agreement will be for a period beginning as of the date of your acceptance of this Agreement and ending on April 30, 2012.

8. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.  

9. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement.

10. The Agreement resulting from acceptance of this letter agreement constitutes the entire agreement between the parties with respect to the services described herein and supersedes any prior agreements or understandings made between the parties with respect thereto. No modification or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.

If the foregoing correctly reflects the basis upon which the Company agrees to retain the Advisor, please sign and return one copy of this Agreement to us.

/s/ Sean Tan

/s/ V.S. Jon Yogiyo

Sean Tan, CEO

V.S. Jon Yogiyo, Advisor

Berkeley Coffee and Tea, Inc.

EX-4

October 4, 2011

Mr. Sean Tan

Chief Executive Officer

Berkeley Coffee and Tea, Inc.

Building B, #439, Jinyuan Ba Lu, Jiangqiao Town
Jiading District, Shanghai, 201812, China

Dear Mr. Tan,

The purpose of this letter agreement is to confirm the appointment of James B. Parsons ("Advisor") by the Board of Directors (“Board”) to act as legal advisor to Berkeley Coffee and Tea, Inc., a Nevada corporation (“Berkeley Coffee”) in connection with Company issues relating to SEC filing requirements, corporate documents, merger documents and other matters as may relate to corporate legal concerns.  The Board also confirms that the Advisor is being retained hereunder by and solely for the benefit of the Board of Berkeley Coffee and not by any third parties, including the Company's shareholders.  In connection with our engagement the Advisor will provide the following services:

(a) will provide advice to the Board, from time to time as it may request, on matters relating to corporate legal matters;

(b) if requested by the Board, Advisor will assist the Board with the following:

        (i) an evaluation of the company legal status; and

(ii) directed work as appropriate for the further development of appropriate legal structures as related to acquisitions and joint ventures; and

(iii) Advisor will provide such other legal advice to the Board directly related to industry standards and structures as described above and as may reasonably be requested by Board.

1. You and the Board further acknowledge that you and the Board, respectively, will use your best efforts to ensure that all information concerning the Company will be provided to me, directly or indirectly, orally or in writing, by you or your respective agents and advisors will be accurate and complete in all material respects and will not be misleading in any material respect.

2. In connection with the performance of legal advisory services hereunder, Advisor will keep confidential and will use only for the purpose of performing the services described herein all information, whether written or oral, acquired from the Board and the Company in connection with our work hereunder, except: (i) information which was available to the public prior to the engagement or which

Berkeley Coffee – Parsons Agreement - 1

thereafter becomes available to the public other than through a breach by parties of obligations hereunder; (ii) information which was known to Advisor prior to the engagement; and (iii) information which Advisor is required to disclose by law (including applicable securities law requirements) or in connection with legal process or legal or regulatory proceedings. Advisor’s obligation under this section will survive the completion of this engagement.

3. The Company will provide to Advisor current drafts and final copies, as soon as they become available, of all disclosure documents filed or to be filed by or on behalf of the Company. However, the Advisor will have no responsibility for the form or content of the documentation and the description of our services undertaken pursuant to the terms of this engagement letter. Advisor will be entitled at any time to withdraw, amend or supplement any opinion in the event that Advisor reasonably concludes that there has been a material change in the factors upon which any such opinion is based and that, accordingly, there has been a material change following the dates thereof.

4. In consideration for our services hereunder, the Company will pay the Advisor two hundred fifty thousand Shares (250,000) of Berkeley Coffee stock.

5. The Company agrees to indemnify and hold the Advisor to the full extent permitted by law, harmless from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities or expenses of whatsoever nature or kind (collectively, "Losses"), to which an Indemnified Party may become subject by reason of the performance of professional services rendered hereunder.

6. If Advisor is requested to perform services in addition to those described above, the terms and conditions relating to such services will be outlined in a separate letter agreement and the fees for such services will be negotiated separately and in good faith and will be consistent with fees paid for similar services.

7. The term of this agreement will be for a period beginning as of the date of your acceptance of this Agreement and ending on April 30, 2012.  

8. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada.  

9. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provisions of this Agreement.

10. The Agreement resulting from acceptance of this letter agreement constitutes the entire agreement between the parties with respect to the services described herein and supersedes any prior agreements or understandings made between the parties with respect thereto. No modification or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.

Berkeley Coffee – Parsons Agreement - 2

If the foregoing correctly reflects the basis upon which the Company agrees to retain the Advisor, please sign and return one copy of this Agreement to us.

Berkeley Coffee and Tea, Inc.:

Advisor:

/s/ Sean Tan

/s/ James B. Parsons

Sean Tan, CEO

James B. Parsons

Berkeley Coffee – Parsons Agreement - 3

EX-5

PARSONS/BURNETT/BJORDAHL/HUME LLP

_________________________________

ATTORNEYS

Robert J. Burnett

rburnett@pblaw.biz

VIA EDGAR CORRESPONDENCE ONLY

October 14, 2011

Board of Directors

Berkeley Coffee & Tea, Inc.

To Whom it May Concern:

In my capacity as counsel for Berkeley Coffee & Tea, Inc. (“Berkeley”), I have participated in the corporate proceedings relative to the authorization and issuance by the Company of a maximum of 700,000 shares of common stock pursuant to the Consulting Agreements as set out and described in the Company’s Registration Statement on Form S-8 under the Securities Act of 1933 (the “Registration Statement”).  I have also participated in the preparation and filing of the Registration Statement.

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Company’s Articles of Incorporation, as amended to date, (iii) the Company’s Amended and Restated By-Laws, as amended to date, (iv) certain resolutions of the Company’s board of directors and (v) such other documents as we have deemed necessary or appropriate for purposes of rendering the opinion set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  As to any facts material to the opinion expressed herein that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing, we opine that:

(1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, as amended, including statutory provisions, and all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws;

(2) The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;

505 W. Riverside Avenue, Suite 500, Spokane, WA 99201 Ÿ T (509) 252-5066  Ÿ F (509) 252-5067 Ÿ www.pblaw.biz

_________________________________________________________________

A Limited Liability Partnership with offices in Bellevue and Spokane

October 14, 2011

(3) 700,000 shares of common stock being offered by the Company, once issued, will be duly authorized, validly issued, fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to the firm in the Registration Statement.

Very truly yours,

PARSONS/BURNETT/BJORDAHL/HUME, LLP

/s/ James B. Parsons

James B. Parsons

JPB:aqs

Suite 1850 Skyline Tower, 10900 NE 4^th Street, Bellevue, WA  98004 Ÿ T (425) 451-8568  Ÿ F (425) 451-8568 Ÿ www.pblaw.biz

_________________________________________________________________

A Limited Liability Partnership with offices in Bellevue and Spokane

EX-23