S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NATFRESH BEVERAGES CORP. (Exact name of registrant as specified in its charter)

Nevada	2080	72-1621978
(State or jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number

2800 Post Oak Boulevard, Suite 4100

Houston, Texas 77056

Telephone: (832) 390-2235  Facsimile:  (832) 390-2350(Address and telephone number of principal executive offices)

Incsmart.biz, Inc.
4421 Edward Avenue
Las Vegas, Nevada 89108
Telephone: (702) 403-8432
(Name, address and telephone number of agent for service)

with a copy to:

Dean Law Corp.

601 Union Street, Suite 4200

Seattle, Washington 98101

Telephone:  (206) 274-4598  Facsimile:  (206) 493-2777

Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement. 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box |X|

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  |__|

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 (Check one):

            Large accelerated filer|__|                                           Accelerated filer                      |__|

            Non-accelerated filer   |__|                                           Smaller reporting company      | X |

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE (1)
Common Stock	11,947,741	$0.65 per share	$7,766,031.65	$1,059.29
Common Stock	6,200,000 (2)	$0.65 per share	$4,030,000.00	$549.69
TOTAL	18,147,741	$0.65 per share	$11,796,031.65	$1,608.98

(1)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

(2)Being sold in a Direct Public Offering.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed.  The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, Dated November__, 2012

 2               

PROSPECTUS

NATFRESH BEVERAGES CORP.

18,147,741 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering 11,947,741 shares of common stock and we are offering 6,200,000 shares of common stock on our own account through this prospectus for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.

Our common stock is presently not traded on any market or securities exchange.

----------------

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK.  See section entitled "Risk Factors" on pages 7 to 10 of this prospectus.

The information in this prospectus is not complete and may be changed.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.65 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  The offering price has been arbitrarily determined by us and does not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. 

There is no assurance of when, if ever, our stock will be listed on an exchange.  We are offering up to 6,200,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officer and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.  This prospectus will permit our officer and directors   to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell.  Our officer and director will sell the shares and intends to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.  The intended methods of communication include, without limitations, telephone and personal contact.  For more information, see the section of this prospectus entitled "Plan of Distribution”.  The shares will be offered at a fixed price of $0.65 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

----------------

The Date of This Prospectus Is: November__, 2012

3                

Table of Contents

	PAGE
Summary	5
Risk Factors	7
Forward-Looking Statements	11
Use of Proceeds	11
Determination of Offering Price	12
Dilution	12
Selling Shareholders	14
Plan of Distribution	15
Description of Securities	17
Interest of Named Experts and Counsel	18
Description of Business	18
Legal Proceedings	37
Market for Common Equity and Related Stockholder Matters	37
Plan of Operations	38
Changes in and Disagreements with Accountants	40
Available Information	40
Directors, Executive Officers, Promoters and Control Persons	40
Executive Compensation	41
Security Ownership of Certain Beneficial Owners and Management	42
Certain Relationships and Related Transactions	42
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	42
Financial Statements	43

4                

Summary

Prospective investors are urged to read this prospectus in its entirety.

We are a development stage company.  From inception to August 31, 2012, we have not yet earned revenues from the sale of our products.  We have minimal assets, and have incurred losses since inception.

We are a start-up company and our main focus is to import and distribute natural spring water.  In addition, through our wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd (“NPSPL”),we will process and bottle natural spring water.  We will also use natural spring water for the production of instant tea as well as microbrewery operations for the production of both shandy and lager beer.  All manufactured goods will be marketed, promoted, and distributed in the Republic of Singapore and exported to its neighboring country Malaysia.  We own the following brands and trademarks in Singapore: NATfresh, Tani Premium and Tani Magic.

We have minimal revenues, we have achieved significant losses since inception, we have had only limited operations and have been issued a going concern opinion by our auditors.

As of November 8, 2012, we have total cash on hand of $984,629 in our bank accounts.  We may need to raise additional funds through public or private debt or sale of equity to achieve our current business strategy.  The financing we need may not be available when required.  Although financing maybe available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences or other terms.  Our inability to obtain financing will inhibit to implement our development strategy, which could require us to diminish or suspend our operations and possibly cease our operations.

We were incorporated on June 18, 2012 under the laws of the state of Nevada.  Our principal office is located at 2800 Post Oak Boulevard, Suite 4100, Houston, Texas 77056.  Our telephone number is (832) 390-2235 and our fax number is (832) 390-2350.

5                

The Offering:

Securities Being Offered	Up to 18,147,741 shares of common stock.
Offering Price	The selling shareholders will sell our shares at $0.65 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The offering price has been arbitrarily determined by us and does not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value.  We determined the offering price by considering, among other factors, a business valuation that was conducted by our management.There is no assurance of when, if ever, our stock will be listed on the OTCBB or another exchange.
Terms of the Offering	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.  In addition, we are offering up to 6,200,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officer and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.
Termination of the Offering	The offering will conclude when all of the 18,147,741shares of common stock that are being offered by us and the selling shareholders have been sold, or we decide at any time to terminate the registration of the shares at our sole discretion.  In any event, the offering shall be terminated no later than one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.
Securities Issued And to be Issued	1,156,460,641 shares of our common stock are issued and outstanding as of the date of this prospectus.  11,947,741 shares of common stock to be sold under this prospectus will be sold by existing shareholders.  In addition, we are offering up to 6,200,000 in a direct public offering.
Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.  However, we will receive proceeds from the shares of our common stock that we sell we sell pursuant to our Direct Public Offering.  See “Use of Proceeds.”
Market for the common stock	There has been no market for our securities.  Our common stock is not traded on any exchange or on the Over-the-Counter market.  After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for quotation on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.  There is no assurance that a trading market will develop or, if developed, that it will be sustained.  Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

 

6                

Summary Financial Information (unaudited)

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

		As of August 31, 2012
Balance Sheet
Total Assets	$	3,100,449
Total Liabilities	$	123,476
Stockholders’ Equity	$	2,976,973
		Period from June 18, 2012 (date of inception) to August 31, 2012
Income Statement
Revenue	$	-
Total Operating Expenses	$	533,031
Net Loss	$	(533,027)

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.  If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.  The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our business plan calls for ongoing expenses in connection with the importation and distribution of our natural spring water.  We have not yet generated revenues from our inception to August 31, 2012.

While at August 31, 2012, we had cash on hand of $3,100,449 we have accumulated $533,031 in business development and administrative expenses for the 3 months ended August 31, 2012.  At this rate, we anticipate that additional funding will be needed for general administrative expenses and marketing costs.

In order to expand our business operations, we anticipate that we will have to raise additional funding.  If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.

We do not currently have any arrangements for financing.  Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations.  These factors may impact the timing, amount, terms or conditions of additional financing available to us.  The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director.

WE ONLY HAVE LIMITED OPERATIONS AND WE HAVE NOT GENERATED SIGNIFICANT REVENUES OR PROFITS TO DATE.  THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES.  IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS 

We were incorporated on June 18, 2012.  We have just started our proposed business operations and have not realized any revenues.  We only have limited operations upon which an evaluation of our future success or failure can be made.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to earn profit by developing and marketing enzyme products.  We cannot guarantee that we will be successful in generating significant revenues and profit in the future.  Failure to generate significant revenues and profit will cause us to suspend or cease operations.

 7                

BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THERE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU 
COULD LOSE YOUR INVESTMENT.

Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months.  The financial statements do not include any adjustments 
that might result from the uncertainty about our ability to continue in business.  As such we may have to cease operations and you could lose your investment.

THERE IS NO MINIMUM OFFERING AND THEREFORE YOUR INVESTMENT MAY BE USED EVEN THOUGH SUCH INVESTMENT WILL NOT SATISFY OUR CAPITAL REQUIREMENTS
 TO COMPLETE ANY PROJECT.

Our directors have not specified a minimum offering amount and there in no escrow account in operation.  Because there is no escrow account and no minimum offering amount, investors could be in a position where they have
 invested in our company, but we are unable to fulfill our objectives or proceed with our operations due to a lack of interest in this offering.  If this were to occur, we might be forced to curtail or abandon our operations with a
 loss to investors who purchase stock under this Prospectus. 

If Yi Lung Lin, our sole officer and director, should resign or die, we will not have a chief executive officer.  thIS could result in our operations suspending, AND you could lose your investment.

We depend on the services of our sole officer and director, Yi Lung Lin, for the future success of our business.  The loss of the services of Mr. Lin could have an adverse effect on our business, financial condition and results of operations.  If he should resign or die we will not have a chief executive officer.  If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended.  In that event it is possible you could lose your entire investment.  We do not carry any key personnel life insurance policies on Mr. Lin and we do not have a contract for his services. 

WE MAY HAVE DIFFICULTY ATTRACTING AND RETAINING SKILLED PERSONNEL.  OUR FAILURE TO DO SO COULD CAUSE US TO GO OUT OF BUSINESS.

Our future success will depend in large part on our ability to attract and retain highly skilled management, sales, marketing, and finance and product development personnel.  Competition for such personnel is intense, and there can be no assurance that we will be successful in attracting or retaining such personnel.  Failure to attract and retain such personnel could have a material adverse effect on our operations and financial condition or cause us to go out of business.

WE WILL NEED SIGNIFICANT CAPITAL REQUIREMENTS TO CARRY OUT OUR BUSINESS PLAN, AND WE WILL NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED, WHICH COULD CAUSE US TO DISCONTINUE OUR OPERATIONS.

We will require significant expenditures of capital in order to acquire and develop our planned operations.  We plan to obtain the necessary funds through private equity offerings.  We may not be able to raise sufficient amounts from our planned sources.  In addition, if we drastically underestimate the total amount needed to fully implement our business plan, our ability to continue our business will be adversely affected.

Our ability to obtain additional financing is subject to a number of factors, including market conditions, investor acceptance of our business plan, and investor sentiment.  These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us.  If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure.  In such an event, we intend to implement expense reduction plans in a timely manner.  However, these actions would have material adverse effects on our business, revenues, operating results and prospects, resulting in a possible failure of our business.

WE MAY BE SUSCEPTIBLE TO AN ADVERSE EFFECT ON OUR BUSINESS DUE TO THE CURRENT WORLDWIDE ECONOMIC CRISIS

Our market and sales results could be greatly impacted by the current worldwide economic crisis, making it difficult to reach sales goals and thus generate significant revenue.

WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.  OUR INABILITY TO SUCCESSFULLY OPERATE AS A PUBLIC COMPANY COULD CAUSE YOU TO LOSE YOUR ENTIRE INVESTMENT.

We have never operated as a public company.  We have no experience in complying with the various rules and regulations, which are required of a public company.  As a result, we may not be able to operate successfully as a public company, even if our operations are successful.  We plan to comply with all of the various rules and regulations, which are required of a public company.  However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.  Our inability to operate as a public company could be the basis of your losing your entire investment.

 8               

WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company.  Moreover, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and the NASDAQ Stock Market, has imposed additional requirements on corporate governance practices of public companies.  We expect these new rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly, which may have a materially adverse impact on our business.

U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND OUR DIRECTORS AND A U.S. OR FOREIGN PLAINTIFF MAY LACK STANDING OR OTHERWISE BE UNABLE TO BRING A LAWSUIT IN A SINGAPOREAN OR CHINESE COURT, INCLUDING A CASE WHICH IS PREDICATED UPON U.S. SECURITIES LAWS.

Our sole officer and director is not a resident of the United States.  Consequently, it may be difficult for investors to effect service of process on Mr. Lin in the United States and to enforce judgments obtained in United States courts against Mr. Lin based on the civil liability provisions of the United States securities laws.  Since all our assets are located in Singapore it may be difficult or impossible for U.S. investors to collect a judgment against us.  As well, any judgment obtained in the United States against us may not be enforceable in the United States.  

In addition, a U.S. or foreign plaintiff may lack standing or otherwise be unable to bring a lawsuit in a Singaporean court, including a case which is predicated upon U.S. securities laws.

OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS WHICH MAY LIMIT THE AMOUNT OF TIME THEY CAN DEVOTE TO OUR COMPANY AND POTENTIALLY CREATE CONFLICTS OF INTEREST.

Our director has other business interests in that Mr. Lin Yi Lung is also the Managing Director of Access Finance, Securities (NZ) Limited and Access Management Consulting and Marketing Pte Ltd. and Chief Executive Officer for Access Equity Capital Management Corp.  This means that Mr. Lin is unable to work full time for our Company.  This might eventually lead to business failure.  Mr. Lin plans to devote 40 hours a week to our business and to our affairs which may lead to periodic interruptions of business operations.  Unforeseen events may cause this amount of time to become even less.

WE ONLY HAVE ONE OFFICER WHO IS ALSO OUR ONLY DIRECTOR WHICH MAY LEAD TO FAULTY CORPORATE GOVERNANCE.

We have only one director who is also our sole executive officer who makes all the decisions regarding corporate governance.  This includes their (executive) compensation, accounting overview, related party transactions and so on.  They will also have full control over matters that require Board of Directors approval.  This may introduce conflicts of interest and prevent the segregation of executive duties from those that require Board of Directors’ approval.  This may lead to ineffective disclosure and accounting controls.  Non-compliance with laws and regulations may result in fines and penalties.  They would have the ability to take any action as they review and approve them.  They would exercise control over all matters requiring shareholder approval including significant corporate transactions.  We have not implemented various corporate governance measures nor have we adopted any independent committees as we presently do not have any independent directors. 

RISKS RELATED TO OUR INDUSTRY

CURRENCY EXCHANGE RATE FLUCTUATIONS MAY INCREASE OUR COSTS.

The exchange rates between the U.S. dollar and non-U.S. currencies in which we conduct our business have and will likely fluctuate in the future.  Any appreciation in the value of these non-U.S. currencies would result in higher expenses for our company.  We do not have any hedging arrangements to protect against such exchange rate exposures.

IMPORT/EXPORT REGULATIONS AND TARIFFS MAY CHANGE AND INCREASE OUR COSTS.

We are subject to risks associated with the regulations relating to the export of products.  We cannot predict whether the export of our products will be adversely affected by changes in, or enactment of new quotas, duties, taxes or other charges or restrictions imposed by the Asian countries in the future.  Any of these factors could have a material adverse effect on our operating costs.

9                

RISKS RELATED TO OUR OFFERING

Our shares of common stock are subject to the “penny stock" rules of the Securities and Exchange Commission and the trading market in our securities will be limited, which will make transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks."  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).  Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market.  A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules.  If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained.  We intend to have a market maker apply for admission to provide quotation of our securities on the Over-the-Counter Bulletin Board after the Registration Statement relating to this prospectus is declared effective by the SEC.  We do not yet have a market maker who has agreed to file such application.  If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the share may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock and none may do so.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed.  Most likely our source of additional capital will be through the sale of additional shares of common stock.  Such stock issuances will cause stockholders' interests in our company to be diluted.  Such dilution will negatively affect the value of investors’ shares.

YOUR PERCENTAGE OWNERSHIP IN US MAY BE DILUTED BY FUTURE ISSUANCES OF CAPITAL STOCK, WHICH COULD REDUCE YOUR INFLUENCE OVER MATTERS ON WHICH STOCKHOLDERS VOTE.

Our Board of Directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options or shares that may be issued to satisfy our payment obligations.  Issuances of additional common stock would reduce your influence over matters on which our stockholders vote. 

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE WHICH MAY MAKE IT MORE DIFFICULT FOR YOU TO EARN A RETURN ON YOUR INVESTMENT WITH US.

We have never paid any dividends on our common stock.  We do not expect to pay cash dividends on our common stock at any time in the foreseeable future.  The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider.  Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.  Therefore, you may have difficulty earning a return on your investment with us.

10                

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.  However, we will be receiving funds from our direct public offering.  We are offering up to 6,200,000 shares in a direct public offering, without the involvement of underwriters or broker-dealers. 

Based on the maximum offering price, we estimate that our net proceeds from the Offering, after deducting commission and other estimated expenses payable in relation to the Offering (estimated to be $865,000) will be approximately $3,165,000.  We cannot guarantee that we will sell any or all of the shares being offered by us.  This is a best efforts offering with no minimum offering amount. 

We intend to use our net proceeds from the Offering for the following purposes:

·between $7,125 and $158,250 for product research and development;

·between $21,375 and $1,582,500 for the purchase of computers, computer software, office equipment and furniture and fittings; and

·between $114,000and $1,424,250 for working capital.

The foregoing represents our best estimate of our allocation of the net proceeds from the Offering based on our current plans and estimates regarding our anticipated expenditures.  Actual expenditures may vary from these estimates, and we may find it necessary or advisable to re-allocate our net proceeds within the categories described above or to use portions of our net proceeds for other purposes. 

Pending the use of our net proceeds in the manner described above, we may also use our net proceeds for our working capital, place the funds in fixed deposits with banks and financial institutions or use the funds to invest in short-term money market instruments, as our Directors may deem appropriate in their absolute discretion.

We estimate that the expenses of the Offering and the application for listing, including the underwriting fees and selling commission, and all other incidental expenses relating to the Offering, will amount to approximately $865,000.

Our direct public offering is being made on a self-underwritten basis - with no minimum and a maximum of $4,030,000.  The table below sets forth the use of proceeds if 25%, 50%, 75% or 100% is sold.  

	25%	50%	75%	100%
Gross Proceeds	$1,007,500	$2,015,000	$3,022,500	$4,030,000
Offering Expenses	$865,000	$865,000	$865,000	$865,000
Net Proceeds	$142,500	$1,150,000	$2,157,500	$3,165,000

The proceeds will be used as follows:

	25%	50%	75%	100%
Product research and development	$7,125	$57,500	$107,875	$158,250
Purchase of computer, office equipment, furniture & fixtures	$21,375	$575,000	$1,078,750	$1,582,500
Working Capital	$114,000	$517,500	$970,875	$1,424,250
Total	$142,500	$1,150,000	$2,157,500	$3,165,000

11                

Determination of Offering Price

The selling shareholders will sell our shares at $0.65 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  There is no assurance of when, if ever, our stock will be listed on the OTCBB or another exchange.

We will be selling the shares in our direct public offering at $0.65 per share.  There is no established public market for the securities being registered.  As a result, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by us and do not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value.  In addition, no investment banker, appraiser or other independent, third party has been consulted concerning the offering price for the shares or the fairness of the price used for the shares.  Accordingly, the offering price should not be considered an indication of the actual value of our securities.

In determining the initial public offering price of the shares we considered several factors including the following:

·the risks we face as a business;

·prevailing market conditions, including the history and prospects for the industry in which we compete;

·our future prospects; and

·our capital structure.

The above is an exhaustive list of factors we used to determine our initial public offering price.  Taking into consideration a review of the above factors, our management was of the view that $0.65 per share is a fair valuation of our initial public offering price due to our capital structure, strong financial position, our advanced development of our products as well as our unique position within the enzymes industry.

Dilution

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

The calculations below are based upon 310,000,000 common shares issued and outstanding and a net tangible book value of $2,976,973 or $0.001 per share of common stock as of August 31, 2012.

You will suffer substantial dilution in the purchase price of your stock compared to the net tangible book value per share immediately after the purchase.

The following assumes the sale of 100% of the shares of common stock in this offering.  After giving effect to the sale of 6,200,000 shares at an offering price of $0.65 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.001 to $0.019 per share.  This represents an immediate increase in the net tangible book value of approximately $0.018 per share to current shareholders, and immediate dilution of about $0.631 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.650
Net tangible book value per share prior to offering	$	0.001
Increase per share attributable to new investors	$	0.018
Net tangible book value per share after offering	$	0.019
Dilution per share to new investors	$	0.631
Percentage dilution	$	97%

12                

The following assumes the sale of 75% of the shares of common stock in this offering.  After giving effect to the sale of 4,650,000 shares at an offering price of $0.65 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.001 to $0.013 per share.  This represents an immediate increase in the net tangible book value of approximately $0.012 per share to current shareholders, and immediate dilution of about $0.637 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.6500
Net tangible book value per share prior to offering	$	0.001
Increase per share attributable to new investors	$	0.012
Net tangible book value per share after offering	$	0.013
Dilution per share to new investors	$	0.637
Percentage dilution	$	98%

The following assumes the sale of 50% of the shares of common stock in this offering.  After giving effect to the sale of 3,100,000 shares at an offering price of $0.65 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.001 to $0.010 per share.  This represents an immediate increase in the net tangible book value of approximately $0.009 per share to current shareholders, and immediate dilution of about $0.64 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.650
Net tangible book value per share prior to offering	$	0.001
Increase per share attributable to new investors	$	0.009
Net tangible book value per share after offering	$	0.010
Dilution per share to new investors	$	0.640
Percentage dilution	$	98%

The following assumes the sale of 25% of the shares of common stock in this offering.  After giving effect to the sale of 1,550,000 shares at an offering price of $0.65 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.001 to $0.006 per share.  This represents an immediate increase in the net tangible book value of approximately $0.005 per share to current shareholders, and immediate dilution of about $0.644 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.650
Net tangible book value per share prior to offering	$	0.001
Increase per share attributable to new investors	$	0.005
Net tangible book value per share after offering	$	0.006
Dilution per share to new investors	$	0.644
Percentage dilution	$	99%

 13               

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 11,947,741shares of common stock offered through this prospectus, not including our direct public offering.  These shares were acquired from us in private placements that were exempt from registration provided under Regulation S of the Securities Act of 1933.  Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sale of the securities was completed in an "offshore transaction,” as defined in Rule 902(h) of Regulation S.  We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities.  Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

-the number of shares owned by each prior to this offering;

-the total number of shares that are to be offered for each;

-the total number of shares that will be owned by each upon completion of the offering; and

-the percentage owned by each upon completion of the offering.

Name Of Selling Shareholder	Shares Owned Prior To This Offering	Total Number Of Shares To Be Offered For Selling Shareholders Account	Total Shares to Be Owned Upon Completion Of  This Offering	Percentage of Shares owned Upon Completion of  This Offering
Access Finance and Securities (NZ) Limited (2)	50,000,000	500,000	49,500,000	4.28%
Access Management Consulting and Marketing Pte Ltd. (3)	150,000,000	1,500,000	148,500,000	12.84%
Access Equity Capital Management Corp. (4)	10,000,000	100,000	9,900,000	(1)
Kuei Hua Tsai	70,000,000	700,000	69,300,000	5.99%
Huei Ling Wang (5)	50,000,000	500,000	49,500,000	4.28%
En Chen Pai	16,040,000	160,400	15,879,600	1.37%
Hsi Chuen Pai	10,000,000	100,000	9,900,000	(1)
Toprise International Investment Ltd. (6)	500,000,000	5,000,000	495,000,000	42.80%
Chia Wan Lu	22,350,000	223,500	22,126,500	1.91%
Li Tzu Wang	20,120,000	201,200	19,918,800	1.72%
Pi Lin Chen	20,780,000	207,800	20,572,200	1.78%
Shu Li Lai	22,340,000	223,400	22,116,600	1.91%
Jui Chen Lee	20,240,000	202,400	20,037,600	1.73%
Kuan Chen Li	21,720,000	217,200	21,502,800	1.86%
Hsin Li Chiu	15,000,000	150,000	14,850,000	1.28%
Hsuan Wen Yeh	15,000,000	150,000	14,850,000	1.28%
Yu Tzu Chan	15,000,000	150,000	14,850,000	1.28%
Kuan Lin Yeh	12,000,000	120,000	11,880,000	1.03%
Chi Cheng Yeh	12,000,000	120,000	11,880,000	1.03%
Shu Chin Yeh	10,000,000	100,000	9,900,000	(1)
Cheng Yu Lee	10,000,000	100,000	9,900,000	(1)
Wan Lien Li	10,000,000	100,000	9,900,000	(1)
Mei Chih Chen	6,910,000	69,100	6,840,900	(1)
Yin Chen Huang	6,100,000	61,000	6,039,000	(1)
Jung Chia Hsu	6,000,000	60,000	5,940,000	(1)
Yueh Mei Wang	5,600,000	56,000	5,544,000	(1)
Wen Chung Huang	5,200,000	52,000	5,148,000	(1)
Pi Chen Hsu	5,200,000	52,000	5,148,000	(1)
Pao Tsai Lin Wang	5,200,000	52,000	5,148,000	(1)
Miao Ju Chien	5,000,000	50,000	4,950,000	(1)
Chin Hsiu, Lin Su	5,000,000	50,000	4,950,000	(1)
Su Chuan Wang	3,200,000	32,000	3,168,000	(1)
Hsiao Ling Yeh	3,027,000	30,270	2,996,730	(1)
Pei Ling Yeh	2,003,000	20,030	1,982,970	(1)
Mei Pi Chang	2,150,000	21,500	2,128,500	(1)
Ching Tieh Chang	2,030,000	20,300	2,009,700	(1)
Cheng Ying Lee	2,000,000	20,000	1,980,000	(1)
Shu Chiung Lee	2,000,000	20,000	1,980,000	(1)
Kun Wang Lin	2,000,000	20,000	1,980,000	(1)
Mei Chi Liao	2,000,000	20,000	1,980,000	(1)
Po Jen Chen	1,200,000	12,000	1,188,000	(1)
Mei Lan Hsieh	1,000,000	10,000	990,000	(1)
Yung Shan Hsu	400,000	40,000	360,000	(1)
Yu Han Huang	230,000	23,000	207,000	(1)
Hui Cheng Hsu Lin	100,000	10,000	90,000	(1)
Shu Heng Hsu	66,666	66,666	Nil	Nil
Ching Ming Hsu	50,000	50,000	Nil	Nil
Hui Mei Lee	40,000	40,000	Nil	Nil
Tsuan Chih Hsieh	33,333	33,333	Nil	Nil
Fang Ju Lin	28,571	28,571	Nil	Nil
Shih Chuan Huang	25,000	25,000	Nil	Nil
Chieh Ching Lee	22,222	22,222	Nil	Nil
Chung Shou Wu	20,000	20,000	Nil	Nil
Ming Kan Huang	18,182	18,182	Nil	Nil
Li Wen Liu	16,667	16,667	Nil	Nil
Total	1,156,460,641	11,947,741	1,144,512,900

(1)Less than 1%.

(2)Yi Lung Lin has voting and investment control over shares held by Access Finance and Securities (NZ) Limited.

(3)Yi Lung Lin has voting and investment control over shares held by Access Management Consulting and Marketing Pte Ltd

(4)Yi Lung Lin has voting and investment control over shares held by Access Equity Capital Management Corp.

(5)Huei Ling Wang is the wife of our President Yi Lung Lin.

(6)Kuei Hua Tsai has voting and investment control over shares held by Toprise International Investment Ltd.

14                

The numbers in this table assume that none of the selling shareholders sell shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.  The percentages are based on 1,156,460,641 shares of common stock outstanding on the date of this prospectus.

Other than disclosed above, none of the selling shareholders:

1. has had a material relationship with us other than as a shareholder at any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or broker-dealer's affiliate. 

In addition, we are offering up to 6,200,000 shares of common stock on a direct public offering, without any involvement of underwriters or broker-dealers, no minimum.  The offering price is $0.65 per share or prevailing market prices.  All of the shares covered by this prospectus are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days.

Plan of Distribution

We are offering up to 6,200,000 shares of our common stock in a direct public offering, on a self-underwritten, best efforts basis, which means that our officer and directors will attempt to sell the shares, without any involvement of underwriters or broker-dealers.  This prospectus will permit our officer and directors   to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares that they may sell.  Our officer and directors will sell the shares and intend to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.  The intended methods of communication include, without limitations, telephone and personal contact.  For more information, see the section of this prospectus entitled "Plan of Distribution”.  The shares will be offered at a fixed price of $0.65 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our board of directors for an additional 90 days.

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.  There are no arrangements, agreements or understandings with respect to the sale of these securities.

The selling shareholders will sell our shares at $0.65 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  The offering price has been arbitrarily determined by us and does not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value.  There is no assurance of when, if ever, our stock will be listed on an exchange or quotation system.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.

If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us.  Such partners may, in turn, distribute such shares as described above.  If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us.  There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock.  The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

15                

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock.  In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.Not engage in any stabilization activities in connection with our common stock

2.Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

-contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

-contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements;

-contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

-contains a toll-free telephone number for inquiries on disciplinary actions;

-defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

-contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

-bid and offer quotations for the penny stock;

-the compensation of the broker-dealer and its salesperson in the transaction;

-the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

-monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules.  Therefore, stockholders may have difficulty selling those securities.

In addition, we are offering up to 6,200,000 shares of common stock on a direct public offering, without any involvement of underwriters or broker-dealers, no minimum.  The offering price is $0.65 per share or prevailing market prices.  The shares are being offered for a period not to exceed 180 days, unless extended by our Board of Directors for an additional 90 days.

16                

Description of Securities

General

Our authorized capital stock consists of 2,000,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As ofAugust 31, 2012, there were 310,000,000 shares of our common stock issued and outstanding that are held by 50 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business.  As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

17                

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries.  Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Dean Law Corp. has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus have been audited by M&K CPAS, PLLC to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Description of Business

General

We were incorporated in the State of Nevada on June 18, 2012.

We are a start-up company and our main focus is to import and distribute natural spring water.  In addition, through our wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd (“NPSPL”), we will process and bottle our natural spring water.  Our natural spring water will also be used for the production of instant tea and microbrewery operations for the production of shandy and lager beer.  All manufactured goods will be marketed, promoted, and distributed in the Republic of Singapore and exported to its neighboring country Malaysia.  We own the following trademarks: NATfresh   , Tani Premium and Tani Magic.

Our Business Model

Our business model has two main aspects, to import and export natural spring water and to use natural spring water for bottling, production of instant tea and for microbrewery operations as shown in the chart below.  We also intend to enter into contract bottling of natural spring water or artesian water under our own private label with suitable and reliable manufacturers.

Our model involves scrutinizing every single aspect of our business to maximize the use of our natural spring water for innovative quality drinking water and beverages.  Our business model is designed to maintain a technological high quality approach without compromising high essential costs, thus our disciplined approach to executing this model has given us the ability to serve the needs of the general public with innovative and quality beverages.  Our objective is to maximize profitability by developing new beverages from natural spring water.  Our disciplined approach allows us to offer new quality beverages with competitive prices on a consistent and sustainable basis to the consumer, thus improving our profitability.

Our Markets and Growth Opportunities

Our primary target market is Singapore.  Singapore has a population of 5,183,700 people as per the statistics shown below.  The Singapore Government has called for an increase in population due to growth substantiality.

 18               

SINGAPORE POPULATIONS STATISTICS

tems		Date of Latest	Most Recent Period	% Change1	Previous Period	% Change2
Population (Mid-Year Estimates) 3/
Total Population	'000	2011	5,183.7	2.1	5,076.7	1.8
Singapore Residents	'000	2011	3,789.3	0.5	3,771.7	1.0
Singapore Citizens	'000	2011	3,257.2	0.8	3,230.7	0.9
Singapore Permanent       Residents	'000	2011	532.0	-1.7	541.0	1.5

Source: Singapore Department of Statistics

Singapore had an annual average of 10 million tourists and at the current rate of growth, tourism is expected to increase.  This is a stable and developed tourism industry as shown below: 

INTERNATIONAL VISITORS TO SINGAPORE (COUNTRY BASIS)

Year	2006		2007		2008		2009		2010		2011 (Jan to Sept)
Countries	No.	%	No.	%	No.	%	No.	%	No.	%	No.	%
Indonesia	1,921,000	19.7	1,962,000	19.1	1,765,000	17.4	1,745,000	18.0	2,305,000	19.8	1,925,000	19.6
China	1,037,000	10.6	1,114,000	10.8	1,079,000	10.7	937,000	9.7	1,171,000	10.1	1,230,000	12.5
Australia	692,000	7.1	768,000	7.5	833,000	8.2	830,000	8.6	880,000	7.6	717,000	7.3
India	659,000	6.8	749,000	7.3	778,000	7.7	726,000	7.5	829,000	7.1	641,000	6.5
Malaysia	634,000	6.5	646,000	6.3	647,000	6.4	764,000	7.9	1,037,000	8.9	817,000	8.3
Japan	594,000	6.1	594,000	5.8	571,000	5.6	490,000	5.1	529,000	4.5	475,000	4.8
UK	488,000	5.0	496,000	4.8	493,000	4.9	470,000	4.9	462,000	4.0	330,000	3.4
South Korea	455,000	4.7	464,000	4.5	423,000	4.2	314,000	3.2	361,000	3.1	319,000	3.2
USA	400,000	4.1	419,000	4.1	397,000	3.9	371,000	3.8	417,000	3.6	331,000	3.4
Philippines	386,000	4.0	409,000	4.0	419,000	4.1	432,000	4.5	544,000	4.7	505,000	5.1
Thailand	356,000	3.7	353,000	3.4	334,000	3.3	318,000	3.3	430,000	3.7	351,000	3.6
Hong Kong	291,000	3.0	302,000	2.9	278,000	2.7	294,000	3.0	388,000	3.3	366,000	3.7
Singapore	219,000	2.2	208,000	2.0	239,000	2.4	157,000	1.6	191,000	1.6	190,000	1.9
Vietnam	165,000	1.7	203,000	2.0	176,000	1.7	265,000	2.7	323,000	2.8	259,000	2.6
Germany	161,000	1.7	165,000	1.6	175,000	1.7	184,000	1.9	209,000	1.8	157,000	1.6
Total Visitors Arrival in SG	9,748,207	100	10,283,615	100	10,115,638	100	9,681,259	100	11,638,663	100	9,841,445	100

Source: Singapore Department of Statistics

On a monthly basis, Singapore had an average of 1.1 million tourists with an average growth rate of 7 to 9.0% as shown below.

INTERNATIONAL VISITORS ON MONTHLY BASIS

Year	2006		2007		2008		2009		2010		2011
Month	No.	%	No.	%	No.	%	No.	%	No.	%	No.	%
January	768,000	7.9	826,000	8.0	885,000	8.7	772,000	8.0	908,000	7.8	1,055,986	10.7
February	728,000	7.5	758,000	7.4	813,000	8.0	690,000	7.1	857,000	7.4	990,116	10.1
March	820,000	8.4	859,000	8.4	911,000	9.0	791,000	8.2	829,000	7.1	1,071,960	10.9
April	817,000	8.4	820,000	8.0	829,000	8.2	779,000	8.0	939,000	8.1	1,103,319	11.2
May	766,000	7.9	821,000	8.0	834,000	8.2	726,000	7.5	946,000	8.1	1,054,040	10.7
June	789,000	8.1	851,000	8.3	823,000	8.1	750,000	7.7	951,000	8.2	1,079,968	11.0
July	914,000	9.4	953,000	9.3	923,000	9.1	882,000	9.1	1,095,000	9.4	1,273,870	12.9
August	871,000	8.9	913,000	8.9	850,000	8.4	845,000	8.7	997,000	8.6	1,178,458	12.0
September	715,000	7.3	771,000	7.5	746,000	7.4	799,000	8.3	947,000	8.1	1,033,728	10.5
October	857,000	8.8	917,000	8.9	849,000	8.4	845,000	8.7	979,000	8.4		-
November	800,000	8.2	842,000	8.2	765,000	7.6	830,000	8.6	964,000	8.3		-
December	902,000	9.3	953,000	9.3	888,000	8.8	971,000	10.0	1,127,000	9.7		-
Total Visitor Arrival in SG	9,748,207	100	10,283,615	100	10,115,638	100	9,681,259	100	11,638,663	100	9,841,445	100

Source: Singapore Department of Statistics

Water consumption is a MUST for every human being for health reasons.  Therefore, water is required by some 6.2 million people daily, but Singapore has no self-made water.  However, recently, the Singapore Government has started reclaiming water through a NEWater process, that is, treated wastewater (sewage) to drinking water.  The Singapore Government also purchases water from its neighboring country, Malaysia.  

19                

 

According to the Institute of Medicine/Mayo Clinic, an average of 3 liters of water per day is required for males and an average of 2.2 liters of water per day for females.  On an average of 3 liters of water per day per person, Singapore would require a minimum of 18,600,000 liters of water daily or 6,789,000,000 liters of water annually.  Statistic from the Singapore Ministry of the Environment and Water Resources reveals that 471,000,000,000 liters of portable water was sold in year 2010.  This recorded an average annual growth consumption rate of 1.1% as shown from the chart below.  It is noted that tourists have a high consumption of water and demand many different types of beverages due to the hot tropical climate of Singapore.

We also intend to enter into a contract for the bottling of natural spring water or artesian water under our own private label with suitable and reliable manufacturers.  We also intend to import natural spring water and artesian water in bulk into Singapore to process and bottle Tani Premium for marketing and re-sale in the Singapore market under our Stage 1 plan.  This may require us to apply for an import permit for the importation of natural spring water in bulk where local regulations require it.

We also intend to introduce the first of its kind – Tani Magic Instant Tea in three flavors: Black Tea, Green Tea, and Rose Tea with a view to break into the Singapore market for betterment of sales revenue.  Tani Magic Instant Tea is instant tea from our natural spring water.  No hot water is required to make instant tea.  This will be our Stage 2 plan.  We would then use our natural spring water for the microbrewery operations to produce shandy and lager beer on a Contract Manufacturing (OEM) basis under a private label.  Along with, producing shandy and lager beer under our own brand “Nats Shandy”, Nats5 Bitter”, and “Nats5 Premium” for distribution and re-sale to pubs and restaurants in Singapore and to export to our neighboring country, Malaysia.  This is our Stage 3 plan.     

Strategy and Strengths

Our model involves scrutinizing every single aspect of the business to maximize the use of natural spring water for innovative quality drinking water and beverages without compromising high essential costs.  We could achieve this significant objective through the introduction of the following, but we do not possess the financial capabilities at this current time:

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*    Tani Premium – Natural Mineral Water

Tani Premium is natural mineral water processed from natural spring water.  The Sri Lanka Authority has certified that NATfresh natural spring water is genuine natural spring water.  It is extracted from the root hills of the Adam’s Peak, Sri Lanka – tube well at Mayfield Estate, Deraniyagala.  The source is originally from the fames region of tropical rain forest.  The spring water is filtered and treated with Ultra Violet Rays to preserve its natural taste, and is bottled at source in a fully protected modern bottling plant of international standard.

The above picture is a graphic presentation of Tani Premium, the bottle shape and design we intend to have.  We intend to process and bottle Tani Premium 600 ml and 1,500 ml at our wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd.  The natural spring water is bottled using a plastic PET bottle, food grade.  For, the outer size packing is 24 bottles and for, the outer size packing is 12 bottles.  The bottle shape is proprietary and brand name “Tani Premium” belongs to us.

21                

Water Treatment Plant, a fully automatic process

Imported natural spring water will be kept in a cold water storage tank with cooling jackets, insulation and stainless steel cladding.  Tank capacity is 24,000 liters and is imported from Canada.  We intend to have five cold water storage tanks which will store up to 120,000 liters of water.

The natural spring water will first pass through a filtration process which consists of a sand filter, active carbon filter, sodium-ion filter and fine filter.

It will then process through a Reverse Osmosis (R.O.) System for pure water treatment and for ultraviolet sterilizer.  An ozone generator with a mix tower will be used before the processed mineral water is stored at specified storage tank.

Water Treatment Process Diagram

Bottling Plant, a fully automatic process

A fully automatic blow molding machine will be installed to produce PET plastic bottle at a capacity of 8,000 bottles per hour.

A washing, filling and capping machine line will be installed for washing the cap, filling the empty bottles with the processed mineral water.

Labeling and Packing Process, a fully automatic process

After filling, the bottles will go through a sleeve labeling machine where a label will be placed on the bottles.  An ink jet printer will print the batch number, date of production and expiration date.  It will then move forward for packing using a wrapping and shrink machine.  A conveyor system will move the packed bottles in cases for warehouse storage.

22                

Blow Molding to Labeling and Packing Process Diagram

Blow Molding Process Diagram

23                

*    Tani Magic – range of instant tea

On September 26, 2012 we entered into a Memorandum of Understanding with Sky Joy International Enterprise Limited to provide us with the technology transfer in the oxygen anion water treatment for the production of instant tea using our natural spring water.  No hot water is required to make instant tea.  We may never venture into production and compete with competitors who enter the market with strong financial means.

The above picture is a graphic presentation of Tani Magic Instant Black Tea, the bottle shape and design we intend to have.  Tani Magic Instant Black Tea contains processed natural spring water and a package of black tea leaves of 3 grams inside the cap.  The black tea leaves are organic and come from Yuchih Township, Nantou County, Singapore which is a popular place for growing black tea leaves.  There is no artificial coloring.  It is natural flavor.  Just twist the cap to open, the packet of black tea leaves will drop.  Within 10 seconds, instant tea is made.  The outer size packing is 24 bottles.  The bottle shape is proprietary and the brand name “Tani Magic” belongs to us.

24                

The above picture is a graphic presentation of Tani Magic Instant Green Tea, the bottle shape and design we intend to have.  Tani Magic Instant Green Tea contains processed natural spring water and a package of green tea leaves of 3 grams inside the cap.  The green tea leaves are organic and come from Nantou County, Singapore which is a popular place for growing green tea leaves.  There is no artificial coloring.  It is natural flavor.  Just twist the cap to open, the packet of green tea leaves will drop.  Within 10 seconds, instant tea is made.  The outer size packing is 24 bottles.  The bottle shape is proprietary and the brand name “Tani Magic” belongs to us.

25                

The above picture is a graphic presentation of Tani Magic Instant Rose Tea, the bottle shape and design we intend to have.  Tani Magic Instant Rose Tea contains processed natural spring water and a package of mixed tea leaves of 3 grams inside the cap.  Tea leaves include Singapore`s most popular oulong tea and jasmine tea, and rose flower.  The tea leaves are organic and come from Nantou County, Singapore which is a popular place for growing tea.  There is no artificial coloring.  It is natural flavor.  Just twist the cap to open, the packet of mixed tea leaves will drop.  Within 10 seconds, instant tea is made.  The outer size packing is 24 bottles.  The bottle shape is proprietary and the brand name “Tani Magic” belongs to us. 

 26               

The above picture is a graphic presentation of Tani Magic Instant Black Tea, Tani Magic Instant Green Tea, and Tani Magic Instant Rose Tea the bottle shape and design we intend to have.  Tani Magic range of instant tea will be processed and bottled at our wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd. 

The ability to produce instant tea from natural spring water without hot water is the state of art technology we possess including the combination of selected high-tech equipment and water source.  An outline of the process flow is described below.

27                

Water Treatment Plant, a fully automatic process

Imported natural spring water will be kept in a cold water storage tank with cooling jackets, insulation and stainless steel cladding.  Tank capacity is 24,000 liters and is imported from Canada.  We intend to have five cold water storage tanks.

The natural spring water will first pass through a filtration process consisting of a sand filter, diatomite filter, active carbon filter, sodium-ion filter and softening filter.

It will then process through the Reverse Osmosis (R.O.) System for a pure water treatment and for an ultraviolet sterilizer.  A PH regulator is installed to regulate the level of ph and for dissolved oxygen

Ozone generator and a mix tower will be used before the processed mineral water is stored at a specified storage tank.

Water Treatment Process Diagram

28                

Bottling Plant, a fully automatic process

A fully automatic blow molding machine will be installed to produce PET plastic bottles at a capacity of 8,000 bottles per hour.  A special cap with a tea bag is made and provided separately.

A washing, filling and capping machine line will be installed for washing the cap, filling the empty bottles with the processed mineral water.

Blow Molding to Labeling and Packing Process Diagram

Labeling and Packing Process, a fully automatic process

After filling, the bottles will go through a sleeve labeling machine where a label will be placed on the bottles.  An ink jet printer will print the batch number, date of production and expiration date.  It will then move forward for packing using a wrapping and shrink machine.  A Conveyor system will move the packed bottles in cases for warehouse storage.

Blow Molding to Labeling and Packing Process Diagram

29                

Blow Molding Process Diagram

*    Microbrewery – shandy and lager beer

Using our natural spring water and US brewery knowledge from our suppliers, McKinnon International Inc. and Specific Mechanical Systems Ltd., we intend to brew and produce shandy and lager beer from     malt and hops from Europe and fresh liquid yeast from the US and dried brewers yeast from Europe.

The brew house system we intend to have is a Specific 10 HL.  The cellar capacity would be for brewing 1,040 hl (104,000 liters) of lager beer per year calculated on the basis for lager beers – 28 day fermentation and conditioning cycle.  The brewhouse hot liquor tank could brew twice a day.  This will enable us to expand the fermentation/conditioning tank capacity and brewing as our business grows.  An outline of the brewing process is described below.

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Brewing Process

1.Weighing and milling of the malt: The kernels are cracked, maintaining coarseness of the husk while pulverizing the flour.

2.The milled malt is held in the grist hopper for transfer to the mash tun.

3.Mashing: Heating the cracked malt with water for programmed times at specified temperatures.

4.Lautering: Separating the liquid (sweet wort) from the solid matter.

5.Boiling the sweet wort with hops.

6.Cooling the hopped wort.

7.Primary Fermentation: The cold, hopped wort is held at 9°C for 7-9 days.  The yeast converts the extract into alcohol and carbon dioxide.

8.Secondary fermentation: This aging process, also referred to as lagering, occurs at near freezing temperatures over a period of 4-6 weeks.  By-products of the primary fermentation are gradually broken down.  The beer is held under pressure and natural carbonation occurs.

9.Filtration: Any yeast remaining in suspension is removed.

10.Dispensing: The beer is tapped from serving vessels.

We intend to recruit and employ an experienced and qualified Brew Master responsible for the brew management and brewery operations.  We also intend to send suitable qualified personnel to attend on-the-job brew training program conducted by our contracted brewery suppliers.  This will enable us to achieve a high level of brew skill in the production of lager beers to innovate and meet the taste of the consumers.

We intend to operate the microbrewery operations on Contract Manufacturing (OEM) basis under private label and to brew for distribution and re-sale lager under our brand: “Nats5 Shandy”, “Nats5 Bitter” and “Nats5 Premium” to pubs and restaurants and to export to neighboring country,

Malaysia.  The brand “Nats5” belongs to us.

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The lager beers will be packed in beer keg of US standard in three types:

We do not make this keg.  We purchase it.  It is made of stainless steel 304 and contains 20 liters of lager beer.

We do not make this keg.  We purchase it.  It is made of stainless steel 304 and contains 30 liters of lager beer

We do not make this keg.  We purchase it.  It is made of stainless steel 304 and contains 60 liters of lager beer.

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Sales and Marketing

NATfresh Website

Our website, www.natfreshbeverages.comis under construction.  We anticipate that when the website is completed, it will enhance our sales and provide an advertisement opportunity for the range of NATfresh products we manufacture and distribute.  The website will be linked to our wholly owned subsidiary in Singapore, NATfresh Productions (S) Pte Ltd.’s website: www.natfreshproductions.com.sg

We intend to have a dedicated team of information technology specialists who are responsible for the development of NATfresh Group websites, managing the consumer-facing website product – the internet sales and the infrastructure necessary to support regional coverage.

Once launched, both websites will go ‘Live’ and be available 24 hours a day, seven days a week allowing customer service to be provided to dealers and consumers to shop online from their home, office or even from their mobile phone.

Marketing

We have entered into an Agreement with Access Management Consulting and Marketing Pte Ltd., Singapore appointing them as our Sole Marketing Agent in the sourcing of buyers for our range of NATfresh beverage products in and outside of Singapore.

We would rely on our Sole Marketing Agent to source, select and interview a suitable qualified sole distributor for each category of our NATfresh range of beverage products worldwide including the distribution in the Singapore market - Tani Premium, Tani Magic Instant Black Tea, Tani Magic Instant Green Tea, Tani Magic Instant Rose Tea, Nats Shandy, Nats5 Bitter, and Nats5 Premium.  This will enable us to save substantial upfront marketing costs.

Advertising

Our marketing strategy is to communicate directly with potential customers and emphasize our innovative quality beverages embodied in our corporate slogan, "For Health, Take Fresh” and “NATfresh Only…..”

In doing so, we intend to advertise our NATfresh range of beverage products on our websites, through internet, in print media, radio and television advertisement.  We would also brand pubs and restaurants in Singapore with flyers and billboards.

We would supplement our advertising expenditure by leveraging cost-effective public relation opportunities and by being pro-active and creative in various promotions and campaigns once we have commenced official production.  For example, we intend to participate as a sponsor to provide

Tani Premium and Tani Magic Instant Tea free to participants in various major marathons and running events in Singapore, for example, the TNF Singapore City Race, Energizer Singapore Night Trail, Craze Ultra 100 Miles, and Standard Chartered Marathon Singapore.  This will enable us to gain public awareness of Tani Premium and Tani Magic Instant Tea in Singapore. 

The combination of marketing and intended advertising activities will enable us to penetrate into the Singapore market as a ‘leader’ for Tani Magic Instant Tea through effective control of marketing costs, thus creating maximum public exposure for our NATfresh range of beverage products.

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Competition – Drinking Water

We face competition from other drinking water importers and distributors in Singapore.  There are many types of water distributed in  Singapore such as Artesian Well Water, Bottled Mineral Water, Cosmeceutical Water, Distilled Water, Fluoridated Water, Fruit-Flavored Water, Calcium Enhanced Water, Hydrating Water, Hyper-Caffeinated Water, Mint flavored Water, Oxygenated Water, Protein Enhanced Water, Purified Water, Spring Water, Sparkling Water and Vitamin Infused Water.

There are sixteen manufacturers, importers and distributors for this drinking water in Singapore, namely:  Eurolatt Soft CBC, Filed Catering & Supplies, Global Marketing, Hasn Freight & Trading Sdn Bhd, Horizon Asia Resources, J.B. rupa & Co, Litat Import 7 Export, Nomura Trading Co., Mega Exports, Rock Consulting Service, Shaan Enterprises, TWE Singapore, Vilvot Trading, Wai-Kawa, and WM Trading Co.

Among the various types of drinking water, there are about eleven brands in distribution in Singapore such as Aqua, Aquarin, Dasani, Evian, Pere Ocean, Polar, Sparkle, Vallechaira, Volvic, Isklar and Spitzer.  The majority of these brands originated from Malaysia and Indonesia and are not natural spring water.  These brands claimed to be natural mineral water.  Those claiming as ‘Spring’ water were Aqua from Indonesia and Vallechiara from Italy.

Competition in this market revolves around price and quality.  We intend to spearhead Tani Premium into the Singapore market, we claim Tani Premium is certified and true “Natural Spring Water” in compliance of Agri-Food & Veterinary Authority (AVA), Singapore claim requirements and bottled in Singapore – a product of Singapore.  We also intend to price Tani Premium competitively in line with Vallechiara of Italy, Evian of France and Volvic of France.

Competition – Instant Tea

Traditionally, instant tea is made from hot water.  In the global market today no one has distributed instant tea from un-boiled drinking water.  We intend to launch Tani Magic Instant Tea, in initially three flavors – Black Tea, Green Tea and Rose Tea into Singapore market shortly after Tani Premium.  We also intend to claim we are the ‘Pioneer’ for the Instant Tea from our natural spring water and to be the ‘Leader’ in the Singapore Instant Tea beverage market.  We could compete in terms of technology, quality and reliability including the supporting claim – Product of Singapore.  We would price Tani Magic reasonably within the means of all Singapore consumers. 

Competition – Microbrewery

Beer has been popular for decades and in Singapore, Tiger beer manufactured and distributed by Asia Pacific Breweries Ltd. is the leading bottled, canned and drafted beer.  In 2011, Tiger beer reached a market share of 54.1% followed by Carlsberg Beer of 32.3%.  Sales of beers in 2011 for Lager is SGD1,675.9 million (99 million liters sold in 2011), growth rate from year 2006 to 2011 is 35.1%, and potential growth rate 7% to reach 108 million liters of beer (source: Euromonitor International from official statistics, trade associations, trade press, company research, store checks, trade interviews, trade sources).    

There are nine microbreweries operating in Singapore, namely: Paulaner Brauhaus Singapore, Prague Microbrewery & Restaurant, RedDot brewhouse, Tawandang Microbrewery, The Pump Room, AdstraGold Microbrewery Bistro-Café, Archipelago Brewing, Asia Pacific Breweries, Brewerkz Microbrewery, and Jungle Beer (Singapore).

Among the nine microbreweries, Asia Pacific Breweries is the producer of Tiger beer and Jungle Beer produces draughts beer supplying to pubs and distributing bottled beer.  The remaining seven microbreweries are restaurant microbreweries.  None of them are operating on Contract Manufacturing (OEM) basis.

Competition in this market revolves around price, quality, reliability, promotional activities and dealers’ incentive.  We intend to focus and concentrate on Contract Manufacturing (OEM) under private label to pubs and restaurants and to spearhead Nats Shandy, Nats5 Bitter and Nats5 Premium for export to neighboring country, Malaysia.  We would also spearhead Nats Shandy into the Singapore market.  We would price our shandy and lager beer competitively along the line of Tiger draughts beer.

We need to focus our NATfresh range of beverage products and establish strong brand awareness but we do not possess such financial capabilities at this current time.  We may never be able to effectively enter the beverage industry and thus may not be in a position to complete with competitors who enter the market with strong financial means.

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Compliance with Government Regulations

We currently do not have substantial operations.  However, once we do have substantial operations, our business will be affected by numerous laws and regulations.  To ensure that our operations are conducted in full and substantial regulatory compliance, as part of our current internal procedures and policies, we will submit a sample of our natural spring water to Agri-Food & Veterinary Authority (AVA), Singapore for compliance of import requirements and label claim requirements.  We would ensure that our wholly owned subsidiary in Singapore, NATfresh Productions (S) Pte Ltd. is HACCP, ISO 22000 certified.  We would also ensure that all licenses and permits such as a Brewery License, Sale Liquor License; Building and Factory Safety License, Fire Safety License, Environment and Sewage License and Import Permit, etc., are applied for and obtained before and after commencement of the Company’s business operations.

Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both.  Moreover, changes in any of these laws and regulations could have a material adverse effect on business.  In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

Currently we do not have substantial operations and believe that once we do have substantial operations, we will comply in all material respects with applicable laws and regulations, and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the beverage industry.  We do not anticipate any material capital expenditures to comply with federal and state environmental requirements.

Employees

We currently do not have any employees other than our President and Chief Executive officer, who devotes approximately 40 hours per week to our operations.  To assist him, we have entered into an agreement with Access Management Consulting and Marketing Pte Ltd. to provide accounting, finance, information technology (IT) and corporate secretarial services.

Research and Development Expenditures

We have not incurred any expenditure on research and development since our inception.

Subsidiaries

We have a subsidiary company incorporated under the laws of the Republic of Singapore.  It was incorporated on September 24, 2012 and is called: “NATfresh Productions (S) Pte Ltd”.  Its main objective is to process, manufacture and bottle Tani Premium, Tani Magic Instant Black Tea, Tani Magic Instant Green Tea, Tani Magic Instant Rose Tea, Nats Shandy, Nats5 Bitter and Nats5 Premium lager beer.  The products manufactured will be marketed and distributed in Singapore and exported to the neighboring country, Malaysia.

35                

Patent and Trademarks

We do not own any patents but the following trademarks and logos belong to us:

   Nats5

 36               

Offices

Our business office is located at Williams Tower, 2800 Post Oak Boulevard, Suite 4100, Houston, TX 77056, United States of America.  Our telephone number is + 1 832 390 2368.  We do pay rent for our office.  We have a lease agreement with Servcorp Houston, USA to provide this virtual office with secretarial services.

Legal Proceedings

We are not currently a party to any legal proceedings.  Our address for service of process in Nevada is 4421 Edward Avenue, Las Vegas, Nevada 89108.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate applying for quotation of our common stock on the over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 55 registered shareholders.

Rule 144 Shares

The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008 and applies to securities acquired both before and after that date.  Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions.  Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

·1% of the total number of securities of the same class then outstanding, which will equals 11,564,606 shares as of the date of this prospectus; or

·the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales must also comply with the manner of sale and notice provisions of Rule 144.

As of the date of this prospectus none of our shares are eligible for resale pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

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Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business; or
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future. 

Plan of Operation

Our plan of operation for the next twelve months following the date of this prospectus is to implement all contracts we have entered into with the supply of machinery and equipment for our wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd. and to implement the NATfresh Natural Spring Water Contract Supplies Agreement.  We would continue to source and negotiate for another water source for the supply of natural spring water.

We plan to manufacture, promote, market and distribute NATfresh range of beverage products in the Singapore market as well as to export to Malaysia.

We expect to incur the following expenses in the next 12 months in connection with our business operations:

Plant and Machinery	$975,000
Installation and Commissioning	$100,000
Factory and Office Renovation	$100,000
Raw Material and Packing Material Inventory	$480,000
OEM Inventory	$200,000
Molds	$50,000
PET Plastic Materials	$50,000
Liquor License Fees and Others	$10,000
Bank Guarantee for Liquor Excise Duty	$200,00
General Administration, Sales and Marketing Overhead	$160,00
Factory Overhead	$145,000
Sales Advertisement and Promotion Support Overhead	$250,000

We expect to need approximately $2,000,000 for the next six months of operations and an additional $2,000,000 until we achieve profitability.  The funds will be used for the purposes of retaining a more-qualified management team, purchase of plant and machinery, installation and commissioning, molds, purchase of inventory for raw and packing materials, factory, marketing and administrative expenses, and for professional fees.

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Currently our monthly burn rate is approximately $150,000.  However, this number is not an accurate reflection of our actual monthly cash requirement, as it will likely to be much higher once we commence operations.  Currently we have enough cash on hand to sustain our operations for approximately 6 months.  We plan to increase the Company’s equity by way of another private placement of $4,000,000.

However, there is no guarantee that the private placement will be successful.

We entered into a Manager Consulting Service Agreement on July 2, 2012 with Access Finance and Securities (NZ) Limited of Level 31, Vero Centre, 48 Shortland Street, Auckland 1140, New Zealand to provide management and consulting services related to the following: negotiate with professionals on behalf of us, manage parties related to the S-1 registration statement, and assist us in determining an effective future strategy.  A copy of this agreement is filed as an exhibit to this registration statement.  Pursuant to this agreement, we incurred $300,000 in general and administrative fees of $250,000 to be paid for in cash and the remaining expenses of $50,000 was paid for in our common shares.

We also entered a Prospectus Service Agreement on July 2, 2012 with Access Management Consulting and Marketing Pte Ltd. of Level 31, Six Battery Road #31-01, Singapore 049909 to provide us the management services related to the engagement of professionals for the Company, preparation of business plan for the prospectus, liaison with the securities lawyer for the S-1, and assist us in the development and formulation of effective S-1 strategy.  A copy of this agreement is filed as an exhibit to this registration statement.  According to this agreement, we incurred $800,000 in management fees.  These fees are payable by cash of $650,000 and by the issuance of 150,000,000 common shares at a price of $0.001, valued at $150,000. We do not have sufficient cash and cash equivalents to execute our operations and will need to obtain additional financing to operate our business for the next six months.  Additional financing, whether through public or private equity or debt financing, arrangements with security holders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.

Results of Operations for the Period Ending August 31, 2012

We have not generated any revenues from our inception on June 18, 2012 to August 31, 2012.  We have not yet started distribution of our range of enzyme products to the Asian market.  We incurred operating expenses in the amount of $533,031 for the period from our inception on June 18, 2012 to August 31, 2012.  These operating expenses were comprised of general and administrative fees relating to our incorporation and business development.

Revenues

We have not generated any revenues from our inception on June 18, 2012 to August 31, 2012.  We have not yet started distribution of our range of enzyme products to the Asian market.

Expenses

We have incurred total operating expenses of $533,031 since our inception on June 18, 2012 to August 31, 2012.  The major components of these expenses were comprised of consulting service fees of $506,433, professional fees of $19,910, administrative expenses of $6,688.

Liquidity and Capital Resources

As of August 31, 2012, we had total current assets of $3,100,449, comprising entirely of cash.  As of August 31, 2012, we had a working capital surplus of $2,976,973.

Cash Used in Operating Activities

Cash used in operating activities was $9,551 for 2012.  We anticipate that cash used in operating activities will increase in 2013 as discussed under "Plan of Operations."

Cash from Financing Activities

We have funded our business to date primarily from sales of our common stock.  From our inception, on June 18, 2012, to August 31, 2012, we have raised a total of $3,110,000 from private offerings of our securities.

We have not attained profitable operations and are dependent upon obtaining financing to pursue marketing and distribution activities.  For these reasons, our independent auditor’s report contains a note that there is substantial doubt that we will be able to continue as a going concern.

39                

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549.  Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

Directors, Executive Officers, Promoters and Control Persons

Our executive officer and directors and their ages as of the date of this prospectus is as follows:

       Name of Director                                      Age

Yi Lung Lin                                                       60

Executive Officer:

       Name of Officer                                            Age                                                           Office

Yi Lung Lin                                                           60                                              President, Chief Executive Officer, Secretary,

                                           Treasurer, Chief Financial Officer, Principal Accounting Officer

Biographical information

Set forth below is a brief description of the background and business experience of our sole officer and our directors for the past five years.

Yi Lung Lin, Director and President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer

Since our inception on June 18, 2012, Yi Lung Lin has been our President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer and a member of the Board of Directors.  Mr. Lin is a Chartered Marketer (UK), Chartered Manager (UK) cum Accountant (UK) and a banker by profession.  He is also currently a final stage 4 student of the Nottingham Law School (UK), undergoing the LL.B (Hons) law degree course.  He has been accepted to do the Master of Law (LLM) with the Thomas Jefferson School of Law, California, USA.  After his professional accountancy studies, he has been employed by international organizations like SKF and Nestle as their accountant.  He then ventured into the financial services businesses for more than 10 years.  From July 1994 to November 2009, he became the duly appointed Trade Commissioner for the Republic of Vanuatu to head the Vanuatu Trade Office in New Zealand and then, to responsible for the Vanuatu Trade Office in Taiwan.  Prior to his retirement as the Vanuatu Trade Commissioner, he has been appointed by the President of the Sanma Province, Vanuatu as the Ambassador.  From June 2009 to present, Mr. Lin has been the chairman and managing director of Access Finance and Securities (NZ) Limited – (“AFS’), a financial institution duly incorporated under the laws of New Zealand providing offshore merchant banking/investment banking services in the area associated and/or incidental to capital markets – taking companies public in the US, mergers and acquisitions, securities placement agent service and underwriting securities.  He is also the President and Managing Director of other companies under the AFS Group of Companies, namely, Access Equity Capital Management Corp, USA and Access Management Consulting and Marketing Pte Ltd, Singapore.  He is also currently the President and CEO of Genufood Energy Enzymes Corp, a US public listed company whose shares are listed on the OTCBB exchange.   Mr. Lin is highly knowledgeable and has many years of experience in marketing, accounting, finance and banking which make him an ideal candidate to serve as a director.

Independent Directors

The rules of the SEC require that we, because we are not listed on any national securities exchange, choose a definition of director “independence” for purposes of determining which directors are independent.  We have chosen to follow the definition of independence as determined by the Marketplace Rules of The NASDAQ National Market (“NASDAQ”).  Pursuant to NASDAQ’s definition, we do not have any independent directors.

Term of Office

Our officers and our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

Significant Employees

There are no persons other than our sole officer and director above that is expected by us to make a significant contribution to our business.

40                

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal period from our inception on June 18, 2012 to August 31, 2012 (our fiscal year-end).

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary FY 2010 ($)	Bonus ($)	Stock Awards ($)(1)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compens- ation ($)	Total ($)
Yi Lung Lin, President, CEO, Secretary, Treasurer, CFO, Principal Accounting Officer and Director	2012	None	None	None	None	None	None	None	None

Stock Option Grants
 

We have not granted any stock options to the executive officers since our inception.

Employment Agreements

We do not have any employment agreements.

41                

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth the ownership, as of the date of this Prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.  Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security.  A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right.  More than one person may be deemed to be a beneficial owner of the same securities.  The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days.  Consequently, the denominator used for calculating such percentage may be different for each beneficial owner.  Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown.  The mailing address for all persons is Two Allen Center, 1200 Smith Street, Suite 1600, Houston, Texas 77002, United States of America.

Shareholders	Number of Shares	Percentage
Yi Lung Lin (1)	210,000,000	18.2%
All directors and executive officers as a group [1person]	210,000,000	18.2%
Toprise International Investment Ltd. (2)	500,000,000	43.2%

(1)Yi Lung Lin is our President.  Mr. Lin’s beneficial ownership includes 10,000,000 shares held by Access Equity Capital Management Corp, 150,000,000 shares held by Access Management Consulting and Marketing Pte Ltd and 50,000,000 shares held by Access Finance and Securities (NZ) Limited, all companies which Mr. Lin has voting and investment control over.

(2)Kuei Hua Tsai has voting and investment control over shares held by Toprise International Investment Ltd.

This table is based upon information derived from our stock records.  Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.  Applicable percentages are based upon 1,156,460,641 shares of common stock outstanding as of November 30, 2012. 

Certain Relationships and Related Transactions

Our President and CEO is the managing director of the two consulting companies that provides consulting services to us.

On July 9, 2012, we sold 10,000,000 shares of Common Stock at $0.001 per share to a company where our President has control and voting rights.  These shares were sold for cash consideration of $10,000.

On August 13, 2012, we sold 50,000,000 shares of Common Stock at $0.001 per share to the wife of our President for cash consideration of $50,000.

Except as disclosed above, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

• Any of our directors or officers;
• Any person proposed as a nominee for election as a director;
• Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
• Our sole promoter, Yi Lung Lin;
• Any relative or spouse of any of the foregoing persons who has the same house as such person;
• Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

We do not have a formal written policy for review and approval of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.  Our board members are responsible for review, approval and ratification of “related-person transactions” between us and any related person.  Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing.

Disclosure of Commission Position of Indemnification for
Securities Act Liabilities

Our sole officer and our directors are indemnified as provided by the Nevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction.  We will then be governed by the court's decision.

42                

Financial Statements

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheet as of  August 31, 2012	F-2
Statement of  Operations for the period ended August 31, 2012	F-3
Statement of  Stockholders’ Equity for the period from June 18, 2012 (Date of Inception) to August 31, 2012	F-4
Statement of Cash Flows for the period from June 18, 2012 (Date of Inception) to August 31, 2012	F-5
Notes to Financial Statements	F-6

43                

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

NATfresh Beverages Corp.

(A Development Stage Company)

We have audited the accompanying balance sheet of NATfresh Beverages Corp. (a development stage company) as of August 31, 2012 and  the related statement of operations, changes in stockholders' equity, and cash flows for period from inception (June 18, 2012) through August 31, 2012.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NATfresh Beverages Corp. as of August 31, 2012, and the results of its operations, changes in stockholders' equity and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company had a cumulative net loss from operations of $533,027 as of August 31, 2012 and expects to incur additional losses in the near future.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management's plans regarding those matters also are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC 

www.mkacpas.com

Houston, Texas

November 30, 2012

44                

NATFRESH BEVERAGES CORP.
(A Development Stage Company)
BALANCE SHEET
August 31, 2012
ASSETS
CURRENT ASSETS
Cash	$	3,100,449
TOTAL CURRENT ASSETS		3,100,449
TOTAL ASSETS	$	3,100,449
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities – related party	$	123,476
TOTAL CURRENT LIABILITIES		123,476
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 1,000,000,000 shares authorized;   310,000,000 shares issued and outstanding as of August 31, 2012		310,000
Additional paid-in capital		200,000
Common stock payable		3,000,000
Deficit accumulated during the development stage		(533,027)
TOTAL STOCKHOLDERS' EQUITY		2,976,973
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,100,449
The accompanying notes are an integral part of these financial statements.

F-1                

NATfresh BEVERAGES CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period from inception (June 18, 2012) to August 31, 2012
		Period from inception
		(June 18, 2012) to
		August 31, 2012
REVENUE	$	-
GENERAL AND ADMINISTRATIVE EXPENSES
Administrative Expenses	$	6,688
Consulting service fees		506,433
Legal and professional		19,910
Total expenses		533,031
OTHER INCOME
Interest income	$	4
Total income		4
NET LOSS	$	(533,027)
BASIC AND DILUTED LOSS PER COMMON SHARE	$	(0.00)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
		272,162,162
The accompanying notes are an integral part of these financial statements.

F-2                

NATfresh BEVERAGES CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
From inception (June 18, 2012) to August 31, 2012
		Common Stock
		Number of				Additional Paid-in		Common stock		Deficit accumulated during the development
		shares		Amount		Capital		payable		stage		Total
Balance at June 18, 2012 (inception)		-	$	-	$	-	$	-	$	-	$	-
Common stock issued for services		200,000,000		200,000		200,000		-		-		400,000
Common stock issued for cash		110,000,000		110,000		-		-		-		110,000
Common stock payable		-		-		-		3,000,000		-		3,000,000
Net loss		-		-		-		-		(533,027)		(533,027)
Balance, August 31, 2012		310,000,000	$	310,000	$	200,000	$	3,000,000	$	(533,027)	$	2,976,973
	The accompanying notes are an integral part of these financial statements.

F-3                

NATfresh BEVERAGES CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period from inception (June 18, 2012) to August 31, 2012
			Period from
			inception
			(June 18, 2012) to
			August 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(533,027)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Shares issued for consulting services expense		400,000
	Change in operating assets and liabilities:
	Increase in accounts payable and accrued expenses - related party		123,476
NET CASH USED IN OPERATING ACTIVITIES			(9,551)
CASH FLOWS FROM INVESTING ACTIVITIES		$	-
CASH FLOWS FROM FINANCING ACTIVITIES
	Common stock payable	$	3,000,000
	Proceeds from sale of common shares		110,000
NET CASH PROVIDED BY FINANCING ACTIVITIES			3,110,000
NET INCREASE IN CASH			3,100,449
CASH, BEGINNING OF PERIOD			-
CASH, END OF PERIOD		$	3,100,449

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

F-4                

NATfresh BEVERAGES CORP.

(A Development Stage Company)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

August 31, 2012

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization and Business Operations

The Company was incorporated in the State of Nevada as a for-profit Company on June 18, 2012 and established a fiscal year end of August 31.  It is a company that will import and distribute natural spring water.  At the same time, it focuses through its wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd., processed and bottled the natural spring water.  The natural spring water is also used for the production of instant tea, and microbrewery operations for the production of lager beer.  All manufactured goods will be marketed, promoted and distributed in the Republic of Singapore and exported to the neighboring country, Malaysia.  The Company is the owner of the following brands or trademarks: NATfresh   , Tani Premium and Tani Magic.

Development Stage Activities

The Company is currently in the development stage as defined under FASB ASC 915-10, "Development Stage Entities" and has as yet no products and with no significant revenues.  All activities of the Company to date relate to its organization, initial funding, share issuances, and target markets identification and developing marketing plans, and equipment and factory premise sourcing.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Currently, the Company does not have material assets, nor does it has operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern.  The Company has an accumulated deficit since inception of $533,027.  The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance that the Company will be successful in either situation in order to continue as a going concern.  The Company funded its initial operations by way of issuing Founder’s shares.  These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.  Accordingly, these circumstances raise substantial doubt as to the Company’s ability to continue as a going concern.

Due to the start-up nature of the Company, the Company expects to incur additional losses in the immediate future.  To-date, the Company’s cash flow requirements have been primarily met through advances from related parties and proceeds from sales of common stock.

The officers and directors have committed to advancing certain operating costs of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs.

 

F-5                

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The financial statements present the balance sheet, statements of operations as at August 31, 2012, stockholders' equity (deficit) and cash flows of the Company.  These financial statements are presented in United States
dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers highly liquid financial instruments purchased with a maturity date of three months or less to be cash equivalent.

As at August 31, 2012 the Company held $3,100,449 in cash and zero in cash equivalents.

Foreign Currency Transactions

The functional and reporting currency of the Company is the United States dollar.  Monetary assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the fiscal year-end
rate of exchange.  Non-monetary assets and liabilities denominated in other currencies are translated at historic rates and revenues and expenses are translated at average exchange rates prevailing during the month of transaction.

Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual results could differ from those estimates.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable
income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or
substantive enactment.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share
reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

F-6                

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04.
The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and
conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to
have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical
Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends
various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This
update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it
is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles -
Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is
permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or,
for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting
Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income
is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting
and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities
that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning
on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial
position.

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the company’s financial statement.

Stock-based Compensation

The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly, no stock-based compensation has been recorded to date.

Fair Value of Financial Instruments

On July 1, 2010, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on July 1, 2010, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

·Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in active markets that the Company has the ability to access.

·Level 2 -Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

·Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect the Company's own assumptions about the inputs that market participants would use.

The following table presents assets and liabilities that are measured and recognized at fair value as of August 31, 2012 on a recurring and non-recurring basis:

Description                                                                                                                      Level 1                                        Level 2                                  Level 3                                             Gains
                                                                                                                                                                                                                                                                                                  (Losses)

None                                                                                                                               $                     -                         $                  -                            $                 -                   $                         -)

       

NOTE 3 – CAPITAL STOCK

The Company was initially authorized to issue an aggregate of 1,000,000,000 common shares with a par value of $0.001 per share (“Common Stock”).  The Company filed an amendment to its articles on November 9, 2012 to increase the number of authorized common stock to 2,000,000,000.  No preferred shares have been authorized or issued.

Each holder of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors.  The Common Stock does not have cumulative voting rights.

As of August 31, 2012, the Company has issued a total of 310,000,000 common shares to five stockholders.  110,000,000 out of 310,000,000 were issued to founding members.

On July 2, 2012, 200,000,000 common shares were issued to two consultants for services directly related to the S-1 registration and offering.  These shares were valued at $0.002 per share usingfair market value on the date of the grant.

On July 9, 2012, the Company received stock subscriptions from a related party.  10,000,000 common shares were sold to one stockholder being the first founding member, at a purchase price of $0.001 per share for cash received of $10,000.

On July 12, 2012, the Company further received stock subscriptions from a stockholder being the second founder member.  50,000,000 common shares were sold to that stockholder at a purchase price of $0.001 per share for cash received of $50,000.

On August 13, 2012, the Company further received stock subscriptions from a related party being the third founder member.  50,000,000 common shares were sold to that related party at a purchase price of $0.001 per share for cash received of $50,000.

F-7                

 

NOTE 4 – INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  Accounting for uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period. The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of August 31, 2012 is as follows:
	August 31, 2012
Net operating loss carry forward	(333,027)
Effective tax rate	35%
Deferred tax assets	(116,559)
Less: valuation allowance	116,559
Net deferred tax asset	$     0
The net federal operating loss carry forward will expire between 2031 and 2032.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.
NOTE 5 – RELATED PARTY TRANSACTIONS
The President and CEO of the Company is the managing director of the two consulting companies that provides consulting services for the Company. On July 9, 2012, the Company sold 10,000,000 shares of Common Stock at $0.001 per share to a company where the President of the Company has control and voting rights.  These shares were sold for cash consideration of $10,000. On August 13, 2012, the Company sold 50,000,000 shares of Common Stock at $0.001 per share to a party who is the wife of the President of the Company for cash consideration of $50,000.

NOTE 6 - COMMITMENTS

The Company leases a virtual office.  The lease term is from June 18, 2012 through June 17, 2013 and renewable annually.  Below is the future 5 year lease schedule:

2013                                                   $3,660

2014 to 2017                                           -

NOTE 7 - SUBSEQUENT EVENTS

On September 2, 2012, the Company entered into an Agreement with Rajakaruna Springs (Pvt) Ltd., Sri Lanka for the supply of natural spring water.

On September 4, 2012, the Company established a wholly owned subsidiary company in Singapore called:

NATfresh Productions (S) Pte Ltd. for the bottling of the natural spring water, instant tea and microbrewery operations.

On September 7, 2012, the Company sold 546,040,000 shares of Common Stock at a price of $0.001 per share to an existing founder member, her family members and company owned by her for a total cash of $546,040.

On September 13, 2012, the Company sold 22,350,000 shares of Common Stock at a price of $0.002 per share for a total cash of $44,700.

On September 17, 2012, the Company sold 20,120,000 shares of Common Stock at a price of $0.0025 per share for a total cash of $50,300.

On September 17, 2012, the Company held its First Shareholders’ Special Meeting and by a 100% attendance, Special Resolutions was passed and approved the following:

(1)  The resolution as in place of a Special Meeting of Shareholders of the Company;

(2)  Appointment of Yi Lung Lin as the Sole Director of the Company for the time being;

(3)  Appointment of Yi Lung Lin as the Company’s President, CEO, CFO, Treasurer, Secretary and Principal Accounting Officer;

(4)  Disclosure of Director’s Interest of Yi Lung Lin;

(5)  All contracts entered into with the Company where Yi Lung Lin has an interest;

 

F-8                

NOTE 7 - SUBSEQUENT EVENTS (continued)

(6)  Businesses of the Company;

(7)  Purchase of 1,666,667 common stock of Genufood Energy Enzymes Corp (OTCBB:GFOO) at an IPO price of $0.30 per share total $500,000.00 from Taiwan Cell Energy Enzymes Corp;

(8)  Incorporation and set-up of a subsidiary company in Singapore called: NATfresh Productions (S) Pte Ltd. and to invest in that company; and

(9)  Acts of the Board of Directors since the Company’s inception approved and ratified.

On September 19, 2012, the Company made payments for the investment in NATfresh Productions (S) Pte Ltd. total $18,537.

On September 21, 2012, the Company sold 20,780,000 shares of Common Stock at a price of $0.003 per share for a total cash of $62,340.

On September 24, 2012, the Company made payment for the purchase of the 1,666,667 common stock of Genufood Energy Enzymes Corp for cash consideration of $500,000.

On September 25, 2012, the Company sold 22,340,000 shares of Common Stock at a price of $0.0035 per share for a total cash of $78,190.

On September 26, 2012, the Company entered into a Memorandum of Understanding with Sky Joy International Enterprises Limited, Hong Kong for the technology transfer in respect of manufacturing of instant tea from natural spring water.

On October 1, 2012, the Company sold 20,240,000 shares of Common Stock at a price of $0.004 per share for a total cash of $80,960.

On October 4, 2012, the Company sold 21,720,000 shares of Common Stock at a price of $0.0045 per share for a total cash of $97,740.

On October 5, 2012, the Company entered into a Sole Marketing Agent Agreement with Access Management Consulting and Marketing Pte Ltd., Singapore to be the Company’s Sole Marketing Agent for all the Company’s products.

On October 10, 2012, the Company sold 79,000,000 shares of Common Stock at a price of $0.005 per share for a total cash of $395,000.

On October 15, 2012, the Company sold 10,000,000 shares of Common Stock at a price of $0.0055 per share for a total cash of $55,000.

On October 17, 2012, the Company sold 10,000,000 shares of Common Stock at a price of $0.006 per share for a total cash of $60,000.

On October 19, 2012, the Company sold 6,910,000 shares of Common Stock at a price of $0.0065 per share for a total cash of $44,915.

On October 22, 2012, the Company sold 6,100,000 shares of Common Stock at a price of $0.007 per share for a total cash of $42,700.

On October 24, 2012, the Company sold 6,000,000 shares of Common Stock at a price of $0.0075 per share for a total cash of $45,000.

On October 26, 2012, the Company sold 5,600,000 shares of Common Stock at a price of $0.008 per share for a total cash of $44,800.

On October 29, 2012, the Company sold 5,200,000 shares of Common Stock at a price of $0.0085 per share for a total cash of $44,200.

On October 31, 2012, the Company sold 5,200,000 shares of Common Stock at a price of $0.009 per share for a total cash of $46,800.

On November 5, 2012, the Company sold 5,200,000 shares of Common Stock at a price of $0.0095 per share for a total cash of $49,400.

On November 5, 2012, the Company sold 5,000,000 shares of Common Stock at a price of $0.01 per share for a total cash of $50,000.

On November 8, 2012, the Company sold 5,000,000 shares of Common Stock at a price of $0.015 per share for a total cash of $75,000.

On November 9, 2012, the Company sold 3,200,000 shares of Common Stock at a price of $0.02 per share for a total cash of $64,000.

On November 13, 2012, the Company sold 3,027,000 shares of Common Stock at a price of $0.025 per share for a total cash of $75,675.

On November 15, 2012, the Company sold 2,003,000 shares of Common Stock at a price of $0.03 per share for a total cash of $60,090.

On November 19, 2012, the Company sold 2,150,000 shares of Common Stock at a price of $0.035 per share for a total cash of $75,250.

On November 23, 2012, the Company sold 2,030,000 shares of Common Stock at a price of $0.04 per share for a total cash of $81,200.

On November 27, 2012, the Company sold 2,000,000 shares of Common Stock at a price of $0.045 per share for a total cash of $90,000.

F-9               

Part II

Information Not Required In the Prospectus

Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$	1,351.83
Accounting fees and expenses	$	10,000.00
Legal fees and expenses	$	50,000.00
Edgar filing fees	$	3,000.00
Miscellaneous expenses	$	800,648.17
Total	$	865,000.00

* All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above.  No portion of these expenses will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Indemnification of Directors and Officers

Our sole officer and our directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation.  Excepted from that immunity are:

(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)	a transaction from which the director derived an improper personal profit; and
(4)	willful misconduct.

45                

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

(1)	such indemnification is expressly required to be made by law;
(2)	the proceeding was authorized by our Board of Directors;
(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4)	such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request.  This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Recent Sales of Unregistered Securities

On July 2, 2012, 200,000,000 common shares were issued to two consultants for services directly related to the S-1 registration and offering.  These shares were issued at $0.002 per share using fair market value on the date of grant.

On July 9, 2012, the Company received stock subscriptions from a related party.  10,000,000 common shares were sold to one stockholder being the first founder member, at a purchase price of $0.001 per share for cash received of $10,000.

On July 12, 2012, the Company further received stock subscriptions from a stockholder being the second founder member.  50,000,000 common shares were sold to that stockholder at a purchase price of $0.001 per share for cash received of $50,000.

On August 13, 2012, the Company further received stock subscriptions from a related party being the third founder member.  50,000,000 common shares were sold to that related party at a purchase price of $0.001 per share for cash received of $50,000.

On September 7, 2012, the Company sold 546,040,000 shares of Common Stock at a price of $0.001 per share to an existing founder member, her family members and company owned by her for a total cash of $546,040.

On September 13, 2012, the Company sold 22,350,000 shares of Common Stock at a price of $0.002 per share for a total cash of $44,700.00.

On September 17, 2012, the Company sold 20,120,000 shares of Common Stock at a price of $0.0025 per share for a total cash of $50,300.

On September 21, 2012, the Company sold 20,780,000 shares of Common Stock at a price of $0.003 per share for a total cash of $62,340.

On September 25, 2012, the Company sold 22,340,000 shares of Common Stock at a price of $0.0035 per share for a total cash of $78,190.

On October 1, 2012, the Company sold 20,240,000 shares of Common Stock at a price of $0.004 per share for a total cash of $80,960.

On October 4, 2012, the Company sold 21,720,000 shares of Common Stock at a price of $0.0045 per share for a total cash of $97,740.

On October 10, 2012, the Company sold 79,000,000 shares of Common Stock at a price of $0.005 per share for a total cash of $395,000.

On October 15, 2012, the Company sold 10,000,000 shares of Common Stock at a price of $0.0055 per share for a total cash of $55,000.

On October 17, 2012, the Company sold 10,000,000 shares of Common Stock at a price of $0.006 per share for a total cash of $60,000.

On October 19, 2012, the Company sold 6,910,000 shares of Common Stock at a price of $0.0065 per share for a total cash of $44,915.

On October 22, 2012, the Company sold 6,100,000 shares of Common Stock at a price of $0.007 per share for a total cash of $42,700.

On October 24, 2012, the Company sold 6,000,000 shares of Common Stock at a price of $0.0075 per share for a total cash of $45,000.

On October 26, 2012, the Company sold 5,600,000 shares of Common Stock at a price of $0.008 per share for a total cash of $44,800.

On October 29, 2012, the Company sold 5,200,000 shares of Common Stock at a price of $0.0085 per share for a total cash of $44,200.

On October 31, 2012, the Company sold 5,200,000 shares of Common Stock at a price of $0.009 per share for a total cash of $46,800.

On November 5, 2012, the Company sold 5,200,000 shares of Common Stock at a price of $0.0095 per share for a total cash of $49,400.

On November 5, 2012, the Company sold 5,000,000 shares of Common Stock at a price of $0.01 per share for a total cash of $50,000.

On November 8, 2012, the Company sold 5,000,000 shares of Common Stock at a price of $0.015 per share for a total cash of $75,000.

On November 9, 2012, the Company sold 3,200,000 shares of Common Stock at a price of $0.02 per share for a total cash of $64,000.

On November 13, 2012, the Company sold 3,027,000 shares of Common Stock at a price of $0.025 per share for a total cash of $75,675.

On November 15, 2012, the Company sold 2,003,000 shares of Common Stock at a price of $0.03 per share for a total cash of $60,090.

All of the above shares were issued pursuant to private placements that were exempt from registration provided under Regulation S of the Securities Act of 1933.  Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sale of the securities was completed in an "offshore transaction,” as defined in Rule 902(h) of Regulation S.  We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities.  Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

46                

Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation
3.2	Certificate of Amendment
3.3	By-Laws
5.1	Legal Opinion of Dean Law Corp., with consent to use
10.1	Manager Consulting Service Agreement, dated July 2, 2012, with Access Finance and Securities (NZ)
10.2	Prospectus Service Agreement, dated July 2, 2012, with Access Management Consulting and Marketing Pte Ltd.
23.1	Consent of M&K CPAS, PLLC
99.1	Form of Subscription Agreement

The undersigned registrant hereby undertakes:

1.	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(b)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(c)	To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

47                

2.	That, for the purpose of determining any liability under the
	Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.	To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the final adjudication of such issue.
5.	Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(b) or other than prospectuses filed in reliance on Rule 430(a), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided; however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

48            

 

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas, on the 30^th day of November, 2012.

Natfresh Beverages Corp.

By:/s/ Yi Lung Lin
Yi Lung Lin
President, Chief Executive Officer,
Secretary, Treasurer, Principal
Accounting Officer, Chief
Financial Officer and Director

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 dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE
/s/ Yi Lung Lin	President, Chief Executive	November 30, 2012
Yi Lung Lin	Officer, Secretary, Treasurer,
	Principal Accounting Officer,
	Principal Financial Officer
	and Director

49               

EX-3.1

CORPORATE CHARTER

I, ROSS MILLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that

NATFRESH BEVERAGES CORP., did on June 18, 2012, file in this office the original Articles

of Incorporation; that said Articles of Incorporation are now on file and of record in the office of

the Secretary of State of the State of Nevada, and further, that said Articles contain all the

provisions required by the law of said State of Nevada.

Certified By: Electronic Filing

Certificate Number: C20120618-2164

You may verify this certificate

online at http://www.nvsos.gov/

IN WITNESS WHEREOF, I have hereunto set my

hand and affixed the Great Seal of State, at my

office on June 18, 2012.

ROSS MILLER

Secretary of State

EX-3.2

STATE OF NEVADA

OFFICE OF THE SECRETARY OF STATE

Commercial Recordings Division
202 N. Carson Street
Carson City, NV 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

DEAN LAW CORP

DEAN LAW CORP Job:C20121109-1528

November 9, 2012

Special Handling Instructions:

EXP/AMD EMAILED 11/09/12 NEH

Charges

Description                              Document Number                                                                   Filing Date/Time                                              Qty                                                  Price                         Amount

Amendment                                20120763296-98                                                                      11/9/2012 1:10:03 PM                                              1                                                    $550.00                       $550.00 

24 Hour Expedite                        20120763296-98                                                                      11/9/2012 1:10:03 PM                                              1                                                    $125.00                       $125.00

Total                                                                                                                                                                                                                                                                                                             $675.00

Payments

Type                                                  Description                                                                                                                                                                                                                                         Amount

Credit                                            097718|12110958596280                                                                                                                                                                                                                               $675.00

Total                                                                                                                                                                                                                                                                                                                 $675.00

                                                                                                                                                                                                                                                                                               Credit Balance: $0.00

Job Contents:

File Stamped Copy(s): 1

2                

EX-3.3

BYLAWS

OF

NATFRESH BEVERAGES CORP

June 18, 2012

ARTICLE I

OFFICES AND CORPORATE SEAL

SECTION 1.1 Registered Office.  Natfresh Beverages Corp, (hereinafter the “Corporation”) shall maintain a registered office in the State of Nevada.  In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board.  The Board of Directors may change the Corporation’s registered office and principal office from time to time.

SECTION 1.2 Other Offices.  The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the “Board”), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

SECTION 1.3 Corporate Seal.  A Corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words “corporate seal”, the year incorporated, and the state where incorporated.

ARTICLE II

SHAREHOLDERS

SECTION 2.1 Shareholders Meetings.  All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.  A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.2 Annual Meetings.  Annual meetings of a shareholders shall be held on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board and stated in the notice of the meeting.  At the annual meeting, shareholders shall elect the Board and transact such other business as may properly be brought before thee meeting.  In the event that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.3 Special Meetings of Shareholders.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the Articles of Incorporation (hereinafter the “Articles”), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.4 List of Shareholders.  The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of a shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder.  Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

SECTION 2.5 Notice of Shareholders Meetings.  Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation.  Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

SECTION 2.6 Closing of Transfer Books or Fixing of Record Date.  For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to he date on which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not enclosed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days.  The record date for determining shareholders entitled to express consent to action without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.

                                                                                                                                    

2                

SECTION 2.7 Quorum and Adjournment.

(a)

The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the Articles.

(b)

Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum.  Unless the vote of a greater number or voting by classes is required by Nevada statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.

(c)

If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 2.8 Voting.  At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.  A shareholder need not physically present at the Annual General Meeting to cast his/her vote.  Voting can be carried out by the submission of his/her ballot form by way of facsimile transmission or electronic mail to the Election Inspector or Transfer Agent on such date and time so determined.  

SECTION 2.9 Action Without Meeting.  Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.

Section 2.10 Waiver.  A shareholder’s attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented.  A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.

 3               

SECTION 2.11 Conduct of Meetings.  Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy.  The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary.  The chairman shall conduct the meeting in accordance with the Corporation’s Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting.  After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast.  Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this section.  If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.

Section 2.12 Election Inspector.  The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting.  If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment.  If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.

ARTICLE III

DIRECTORS

SECTION 3.1 Number and Election.  The number of directors that shall constitute the whole Board shall initially be done; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine.  Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.

SECTION 3.2 Powers.  The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 3.3 Resignation of Directors.  Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 3.4 Removal of Directors.  Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

SECTION 3.5 Vacancies.  Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.

                                                                                                                                   

4                

SECTION 3.6 Place of Meetings.  Unless otherwise agreed by a majority of the directors then serving, all meetings of the Board of Directors shall be held at the Corporation’s principal office between the hours of 9:00 a.m. and 5:00 p.m., and such meetings may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.6 shall constitute presence in person at such meeting.

SECTION 3.7 Annual Meetings.  Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders.  In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 3.8 Regular Meetings.  Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 3.9 Special Meetings.  Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, o if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors ad shall be held at the time designated by those directors in the notice.

SECTION 3.10 Quorum and Voting.  A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum.  If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present.  If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.

SECTION 3.11 Action Without Meeting.  Unless otherwise restricted by the Articles of these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Committee of the Board.  The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board.  The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time.  The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

SECTION 3.13 Compensation.  To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board.  No such reimbursement or payment shall preclude any director from serving the Corporation in any such capacity and receiving compensation therefore.

                                                                                                                                    

 5               

SECTION 3.14 Waiver.  A director’s attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.  A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

SECTION 3.15 Chairman of the Board.  A Chairman of the Board may be appointed by the directors.  The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws.  The Vice Chairman, if one has been elected, shall serve in the Chairman’s absence.

SECTION 3.16 Conduct of Meetings.  At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(a)

The Chairman of the Board;

(b)

The Vice Chairman;

(c)

The President of the Corporation; or

(d)

A director chosen by a majority of the directors present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act as the chairman.

The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof.  The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting.  The Board shall keep regular minutes of its proceedings.

ARTICLE IV

OFFICERS

SECTION 4.1 Titles, Offices, Authority.  The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board.  Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide.  If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary.  An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article V.

SECTION 4.2 Subordinate Officers.  The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.  The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees.  Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

6                

SECTION 4.3 Appointment, Term of Office, Qualification.  The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.

SECTION 4.4 Resignation.  Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation.  Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 4.5 Removal.  Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.6 Vacancies.  A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for appointment to such office.

SECTION 4.7 The President.  The President shall preside at all meetings of shareholders.  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation.  He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board form time to time.

SECTION 4.8 The Vice President.  Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws.  At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.

SECTION 4.9 The Secretary.  The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary.  He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe.  If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.

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SECTION 4.10 The Treasurer.  The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board.  He may sign, with the President or a Vice President, certificates of stock of the Corporation.  If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.

SECTION 4.11 Compensation.  The Board shall have the power to set the compensation of all officers of the Corporation.  It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.

ARTICLE V

AUTHORITY TO INCUR CORPORATE OBLIGATIONS

SECTION 5.1 Limit on Authority.  No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders.  Such authority may be general or confined to specific instances.

SECTION 5.2 Contracts and Other Obligations.  To the extent authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 6.1 Certificates for Shares.  Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board.  Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary.  The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees.  Each certificate for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

 8               

SECTION 6.2 Issuance.  Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate.  A certificate shall not be issued for any share until such share is fully paid.

SECTION 6.3 Transfer of Shares.  Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be August 31^st.

ARTICLE VIII

DIVIDENDS

From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.

ARTICLE IX

INDEMNIFICATION

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws.  The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim.  The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.

ARTICLE X

REPEAL, ALTERATION OR AMENDMENT

These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose.  Any amendment made by the shareholders shall be valid.

 9               

IN WITNESS WHEREOF, the undersigned, being the directors of Natfresh Beverages Corp, adopt the foregoing Bylaws, effective as of the date first written above.

DIRECTORS:

 /s/ Lin Yi Lung

_______________________________  

Lin Yi Lung ~ DIRECTOR

CERTIFICATION

The undersigned, as secretary of Natfresh Beverages Corp, hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors.

/s/ Lin Yi Lung

_______________________________

Lin Yi Lung ~ SECRETARY

 10               

EX-5.1

Tel:  206.274.4598 Fax:  206.493.2777 e-mail: info@deanlawcorp.com

November 30, 2012

Via EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549

Ladies and Gentlemen:

Re:     Natfresh Beverages Corp.

We have acted as counsel for Natfresh Beverages Corp. (the "Company") in connection with the filing of the filing of the Registration Statement on Form S-1 with the Securities and Exchange Commission.  Please be advised that, we have reached the following conclusions regarding the offering:

1.           The Company is a duly and legally organized and existing Nevada State Corporation, with its registered office located in Las Vegas, Nevada and its principal place of business located in Houston, Texas.  The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on June 18, 2012.  The Company's existence and form is valid and legal pursuant to Nevada law.

2.           The Company is a fully and duly incorporated Nevada corporate entity.  The Company has one class of Common Stock at this time.  Neither the Articles of Incorporation, Bylaws, nor amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock.  The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, its Constitution and reported judicial decisions interpreting those laws and when such stock was issued it was duly authorized, fully paid for and non-assessable.

3.           To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement.  We know of no disputes involving the Company and the Company has no claim, actions or inquiries from any federal, state or other government agency, other than as set forth in the registration statement.  We know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.

4.           The Company's outstanding shares are all common shares.  There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.

601 Union Street, Suite 4200, Seattle, Washington 98101 – www.deanlawcorp.com

5.           The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer.  This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.

6.           The Company's Articles of Incorporation presently provide the authority to the Company to issue 2,000,000,000 shares of common stock, with a par value of $0.001 per share.

7.

Under the applicable law of the State of Nevada (including statutory, regulatory and case law), the 11,947,741 shares of common stock of the Company being registered pursuant to the Registration Statement for resale by the selling shareholders were duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and nonassessable and, when sold as contemplated in the Registration Statement, will continue to be validly issued, fully paid and nonassessable.

8.

By directors’ resolution, the Company has authorized the issuance of up to 6,200,000 shares of common stock to be sold by the Company in a direct public offering.

9.

Under the applicable law of the State of Nevada (including statutory, regulatory and case law), the 6,200,000 shares of common stock of the Company being registered pursuant to the Registration Statement to be sold by the Company were duly authorized by all necessary corporate action on the part of the Company and, when sold as contemplated in the Registration Statement, will be validly issued, fully paid and nonassessable.

We consent to filing this opinion as an exhibit to the Company’s Form S-1 registration statement and also consent to the reference to our name in the prospectus which forms a part of the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Yours very truly,

/s/ Dean Law Corp.

DEAN LAW CORP.

601 Union Street, Suite 4200, Seattle, Washington 98101 – www.deanlawcorp.com

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EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

NATfresh Beverages Corp.

We consent to the use, in the registration statement on Form S-1 of NATfresh Beverages Corp. (a development stage company), of our report dated November 30, 2012 on our audit of the financial statements of NATfresh Beverages Corp. as of August 31, 2012, and the related statement of operations, stockholders’ equity (deficit) and cash flows for the period from inception on June 18, 2012 through August 31, 2012, and the reference to us under the caption “Experts.”

/s/ M&K CPAS, PLLC

Houston, Texas

November 30, 2012

EX-10.1

NATFRESH BEVERAGES CORP

Prospectus Service Agreement

Business Plan and Form S-1

AMCM/NFBC/PROSPECTUSSERVICEAGREEMENT(MASTER)

7/2/2012

MANAGER CONSULTING SERVICE AGREEMENT

No.: AFS/CM/USOTC/MCSA2012-13-001

THIS SERVICE AGREEMENT is made and entered on this 2^nd day of July, 2012 BETWEEN ACCESS FINANCE AND SECURITIES (NZ) LIMITED (company registration no. 2254916), a financial institution duly incorporated under the laws of New

Zealand and having its registered office at no. Level 31, Vero Centre, 48 Shortland Street, Auckland 1140, New Zealand (hereinafter referred to as “the Advisor” or “AFS”) of one part AND NATFRESH BEVERAGES CORP, a US domestic corporation limited by shares duly incorporated under

the laws of the State of Nevada, United States of America and having its US registered agent address at Incsmart.Biz, Inc of 4421 Edward Ave, Las Vegas, NV 89108, United States of America (hereinafter referred to as “the Issuer”) of the other part.

RECITALS

WHEREAS, the Advisor is a financial institution providing offshore merchant banking services for companies intending to go public in the United States of America (hereinafter referred to as “the US”) and services related to merger and acquisition, capital markets and placement of securities including stock and shares (collectively hereinafter referred to as “the Services”);

WHEREAS, the Issuer is desirous and wishes to utilise the Services of AFS as its Advisor under the terms of this Agreement for going public in the US with a view to obtain listing on the US Over-the-Counter Bulletin Board (hereinafter referred to as “OTCBB” or “the Exchange”) and AFS wishes to become the Issuer’s Advisor for this purpose.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1.    APPOINTMENT OF ADVISOR

       Upon execution of this Agreement by both parties, the Issuer hereby appoints AFS as it’s Advisor for the provision of guidance of the Issuer to go public in the US and to seek listing on the OTCBB (hereinafter referred to as “the Assignment”).

2.    SCOPE OF SERVICE IN RELATION TO THE ASSIGNMENT

       The scope of service AFS would provide under this Agreement includes:

       2.1.    On behalf of the Issuer, to source, negotiate and nominate professionals, consultants and institutions like management consultants, certified public accountants (PCAOB Standards), investment banks, securities dealers, market makers, securities lawyers and securities transfer agents, and accountants for accounting services and for SEC quarterly reporting etc.,  to be the members of a Team for the Assignment (hereinafter referred to as “the Team” or “the Team Members”);

       2.2.    To provide consultation and advisory on matters related to the Assignment until the US Securities and Exchange Commission (hereinafter referred to as “the SEC”) declares the Registration Statement effective and the Stock Symbol (Trading Symbol) from the US Financial Industry Regulatory Authority (hereinafter referred to as “FINRA”) sought.

       2.3.    To coordinate, monitor and supervise in the production of a Business Plan and hence the Prospectus for the Assignment (hereinafter referred to as  “the Form S-1” or “the Registration Statement” ) for filing with the SEC.  For this purpose, there shall be only one Registration Statement until the SEC declares the Registration Statement effective.  This includes amendment or revision of original or first Form S-1.    

       2.4.    To closely liaison with the securities lawyers appointed by the Issuer for the Assignment in their preparation of the 211 Due Diligence and the market maker as the Sponsor for the listing of the Issuer’s shares on the OTCBB until the SEC declares the Registration Statement effective and FINRA grant the Stock Symbol.

       2.5.    To closely liaison with the appointed accountants responsible for the accounting and SEC quarterly reporting, and the certified public accountants responsible for the financial audits and the SEC quarterly reporting reviews in compliance with SEC Regulations until the SEC declares the Registration Statement effective and FINRA grant the Stock Symbol.

       2.6.    To closely liaison with the securities transfer agent appointed by the Issuer for the Assignment in the account set-up, shareholders information and statistics, confirmation and audit from time to time until the SEC declares the Registration Statement effective and FINRA grant the Stock Symbol.  For this purpose, the Advisor is hereby authorised by the Issuer to give instructions to the securities transfer agent to issue share certificates to all shareholders the moment the SEC declares the Registration Statement effective.  The Advisor is also hereby authorised by the Issuer to contact and give any instructions to the securities transfer agent to update and furnish information that may be required to accomplish the Assignment. The Issuer hereby agrees and undertakes that these authorisations will not be withdrawn under any circumstances.

 2               

2.7.    From time to time, the Advisor shall cause to monitor, coordinate and manage the work flow of  the Team Members and to issue Red Flag messages to the Team Members and the Issuer for responding to any outstanding questions or comments put-forth by the SEC and/or FINRA until the SEC declares the Registration Statement effective.

      2.8.    To advise the Issuer in the determination and formulation of strategies for the Assignment until the SEC declares the Registration Statement effective and FINRA grant the Stock Symbol.

       2.9.    To manage the Assignment until the SEC declares the Registration Statement effective and FINRA grant the Stock Symbol.

3.    REGISTRATION STATEMENT

       There shall be only one Registration Statement or Form S-1 for the Assignment which includes any amendment or revision so made thereto until the SEC declares the Registration Statement effective.

4.    REMUNERATION FOR THE ADVISOR

       4.1.    In consideration of the services to be rendered or provided by AFS described under Clause 2 above and the Issuer agrees to pay the Advisor a lump sum of United States Dollar Three Hundred Thousand (US$300,000.00) as the Advisor’s fee (hereinafter referred to as “the Remuneration”).

       4.2.    The Remuneration of US$300,000.00 shall be paid by the Issuer to AFS in the following agreed manner:

                 4.2.1.    On signing of this Agreement, by shares of the Issuer at

                                Par value USD0.001 per share …………………………   US$  50,000.00.

                 4.2.2.    By telegraphic transfer in three instalments ………… …    US$250,000.00.

                               TOTAL…………………………………………………………. US$300,000.00.

       4.3.    The Issuer agrees to the Remuneration set out in Clause 4.2.1 above will be paid by the Issuer in kind by way of issuance of 50,000,000 common shares at USD0.001 per share at par in the share capital of NATfresh Beverages Corp, United States of  America.

3                

4.4.    In furtherance of clause 4.3 above, the Issuer shall cause to allot the said shares to the Advisor and the Advisor shall complete and sign the Private Placement Subscription Agreement which the Issuer shall undertake that they will not revoke such allotment under any circumstances.

       4.5.    The Issuer further agrees that the Remuneration set out in Clause 4.2.2 above shall be paid by the Issuer to the Advisor in two instalments, as follows:

                  4.5.1.    By telegraphic transfer on or before 10th September, 2012.. US$  50,000.00.

                  4.5.2.    By telegraphic transfer on or before 10th October, 2012 ….. US$  50,000.00.

                  4.5.3.    By telegraphic transfer on or before 10th November, 2012 …US$ 50,000.00.

                  4.5.4.    By telegraphic transfer on or before 10th December, 2012…USD  50,000.00.

                  4.5.5.    By telegraphic transfer on or before 10th January, 2013……USD  50,000.00.

                                TOTAL ………………………………………………………      US$250,000.00.

       4.6.    In furtherance to Clause 4.5 above, the Issuer agrees that the payment for the Remuneration will be paid by the Issuer to the Advisor by way of telegraphic transfer details of which are as follows:

                  Beneficiary            :    Access Finance and Securities (NZ) Limited

                                                     Level 31, Vero Centre,

                                                     48 Shortland Street,

                                                     Auckland 1140,

                                                     New Zealand.

                  Receiving Bank     :    Westpac Banking Corporation

                                                     Mid City Branch,
                                                     229 – 231 Queen Street,

                                                     Auckland 1010,

                                                     New Zealand.

                  Swift Code             :   WPACNZ2W.

                  USD Account No.  :   WCO – 113488 – USD – 3740 – 01.

       4.7.    The Remuneration once paid is non-refundable.

       4.8.    The Remuneration mentioned herein is EXCLUSIVE of:

            4.8.1.    New Zealand GST or sales tax;

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                 4.8.2.    Out-of-pocket expenses or disbursements such as telephone and fax charges, postage and courier charges, photocopying charges, filing fees, Form S-1 registration fee, amended Form S-1 filing fees, Form S-1 edarization fees, notarisation expenses, and travelling expenses.

                 4.8.3.    Travelling shall mean such travel out of New Zealand or from other country as requested or instructed by the Issuer and such travelling expenses like air tickets, hotel accommodation, food and local transportation expenses shall be paid by the issuer or at the Issuer’s expense covering two representatives from the Advisor.

                 4.8.4.    The cost of printing of the Business Plan or the Form S-1 in hard copy.  The completed Business Plan or Form S-1 will be electronically mailed to the Issuer in pdf format;

                 4.8.5.    Professional fees and disbursements for accountants responsible for accounting and SEC Reporting; auditors for quarterly audit and annual audit; account set-up fee for shares transfer agent and monthly shares transfer agent maintenance fee; and  securities lawyer’s legal fees and disbursements, and secretarial fees.

                 4.8.6.    Any other expenses, taxes and/or fees payable not mentioned under Clauses 4.8.1 to 4.8.5 above shall be notified by the Advisor to the Issuer and the Issuer shall not unreasonably object or deny to such expenses for payment.

       4.9.    The Issuer shall cause to make such payments directly to the Advisor in respect of expenses incurred under Clauses 4.8.1 to 4.8.6 as soon as the Issuer receives such invoice or invoices from the Advisor.

5.    SPONSOR FOR THE LISTING ON OTCBB

       There is no fee payable for the Sponsorship of the listing of the Issuer’s shares on the OTCBB unless advised by the said Sponsor.

6.    THE ISSUER’S RESPONSIBILITIES

       The Issuer covenants and undertakes that at all times during the continuance in force of this Agreement supply, furnish and provide the following information and/or documents in English language whether such information and/or documents officially demanded or requested by the Advisor or any member of the Team:

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       6.1.    The Issuer’s corporate and management information, write-ups of each and individual directors and key personnel, financial statements (audited and unaudited), bank borrowings and advances, raw materials supplies (domestic and imports) and contracts, manufacturing data and product standard cost sheet, sales (domestic and exports) and contracts, forward sales contracts, product specification and standards, awards, product research and development results and statements, technology  cooperation agreements, financial and business forecasts, statistics, records, etc.;

       6.2.    The Issuer’s board of directors’ minutes and resolutions and the Issuer’s shareholders’ annual general meetings or extra ordinary general meetings’ minutes and resolutions and in particular the board of directors’ resolutions approving the Assignment and the appointment of AFS as its Advisor for the Assignment;

       6.3.    The Issuer’s investment in financial products and/or companies;

       6.4.    Parent Company and/or Associated Companies of the Issuer.  Providing or furnishing similar information and/or documents described under Clauses 6.1 and 6.2 above;

       6.5.    Subsidiary Companies of the Issuer.  Providing or furnishing similar information and/or documents described under Clauses 6.1 and 6.2 above;

       6.6.    The Issuer further undertakes to supply, furnish and/or provide any other information and/or documents not mentioned herein (whether officially or unofficially demanded

                  or requested) to the Advisor and/or any member of the Team with the view to complete the Assignment;

       6.7.    The Issuer hereby permits and authorises the Advisor and its representatives and agents and any member of the Team to contact, speak and correspond with any member or employee of the Issuer, Parent Company or Associated Companies and Subsidiary Companies and its internal and external auditors, internal and external lawyers, treasurer and company secretary with the view to complete the Assignment;

       6.8.    The Issuer hereby consents or approves the structure of the Assignment proposed by the Advisor and any decision that needs to be made with the view to complete the Assignment (hereinafter referred to as “the Decisions”) must be made “promptly” in any event such Decisions should be given 48 hours (2 days) from the day such question arose;

       6.9.    The Issuer shall cause to take all actions in the provision of information and/or  documents, payments to the Team Members and creditors and the Decisions as soon as practical after demand or request made by the Advisor and/or any member of the Team.  Where Decisions are required, Clause 6.8 above shall apply; and

       6.10.  The Issuer shall at its own expense cause to arrange for the Advisor to visit its office and factory premises including its Parent Company, Associated Companies and/or Subsidiary Companies and to permit and authorise the Advisor to take pictures or  photograph thereto.

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7.    TIME TABLE

       It is agreed by both parties that the initial time table for the Assignment shall be as follows:

       7.1.    As soon as practical after signing of this Agreement, the Advisor shall notify the Issuer the names of the Team Members and forthwith submit a proposal to the Issuer for the travel to visit each of the Team Members with the view to complete the appointment exercise.

       7.2.    As soon as practical after the return from the travel visits of the Team Members and engagements made, scheduling a Work Program shall commence including the determination and formulation of strategies for the Assignment.

       7.3.    Once the Work Program is determined, the Advisor shall cause to monitor the work flow and forthwith submit to all parties by electronic mail in pdf format the Monthly Master Time Table Performance Review Report.

       7.4.    The Issuer agrees that in order for the Work Program to be effective, the Issuer’s  Responsibilities in Clause 6 above plays an important role and if there is a delay in furnishing requested or required information by the Issuer to the Advisor or any member of the Team, the Advisor will not be held responsible and liable for such delay.  The Issuer hereby waives such claim against the Advisor.

8.    INDEMNITY

       The Issuer hereby agrees to indemnify and hold the Advisor harmless from any and all legal suits and actions (whether civil or criminal), proceedings at law or in equity, liabilities, claims (groundless or otherwise), costs, losses, damages, payments, deficiencies, judgments, settlements, penalties, fines, costs, and legal and other expenses, including legal or attorney’s fees, arising from or related to the performance of the Advisor’s duties or the services of the Advisor under this Agreement, specifically including any dispute, litigation, arbitration, or regulatory investigation or action in which the Advisor is named as a respondent, defendant, third party respondent or third party defendant, or any proceedings or matter where the Advisor is required to respond to a subpoena, summons,  or any other order or court order or inquiry, whether through testimony, in writing, or by the production of documents or information, unless there has been a final and non-appealable adjudication by a court of competent jurisdiction that such claim, loss, damage, or cost was directly caused by the wilful misconduct or gross negligence of the Advisor, without any contributory negligence by the Issuer.

       All payments by the Issuer to the Advisor pursuant to this indemnification clause shall be made as soon as practical after written demand by the Advisor therefore is presented to the Issuer in any event not later than fourteen (14) days after such demand whether demand is written and dispatch by post, courier, electronic mail or by facsimile transmission by the Advisor to the Issuer.  The Issuer’s obligation to make such payments shall not be affected by the pendency of any proceeding regarding the amount or validity of the Advisor’s demand for indemnification, or by any proceeding alleging wilful misconduct or gross negligence by the Advisor, unless and until there has been a final and non-appealed adjudication that the Advisor is guilty of wilful misconduct or gross negligence.

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9.    ASSIGNMENT OF RIGHTS

       This Agreement may not be assigned by either party without the express written consent of the other party.

10.  PRE CONTRACT AND PUBLIC DISCLOSURE

       Both parties hereby agree that all pre contract whether in writing or unwritten shall be null and void.

       Both parties further agreed that this Agreement shall be made available for public disclosure.

11.  TERMINATION OF THIS AGREEMENT

       This Agreement will be terminated if any one of the following events arose:

       11.1.  If there is an outbreak of war in the US or New Zealand where the Advisor or the Issuer resides or operates; OR

       11.2.  If there is a government intervention by the government of the country where the Advisor or the Issuer resides or operates; OR

       11.3.  If there is a withdrawal of any member of the Team and no remedy is made to ratify the situation by a replacement to be made within ninety (90) days from the date of notice of such termination from the withdrawing Team member; OR

       11.4.  If the either party enters into any creditors’ meetings or insolvency or bankruptcy proceedings; OR

       11.5.  If the Issuer gives notice to the Advisor its intention to terminate this Agreement with supporting board of directors’ resolutions approving the termination in any event such notice should be served upon the Advisor in writing and thirty (30) days in advance either by post, courier or by facsimile transmission or electronic mail PROVIDED ALWAYS that the original copy of the said notice must reached the Advisor; OR

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       11.6.  If the Issuer commits a breach of this Agreement; OR  

       11.7.  If the Advisor gives a written advance thirty (30) days notice to the Issuer its intention to terminate this Agreement by way post, courier or by facsimile transmission or electronic mail PROVED ALWAYS that the original copy of the said notice must reached the Issuer; OR

       11.8.  If the Assignment has been completed.

12.  TERMINATION RULES

       Both parties agree that where termination arose, both parties shall observe the following

       rules:

       12.1.  The Issuer shall cause to pay and settle any outstanding or unpaid invoices of the Advisor.  The Issuer shall make such payments to the Advisor within fourteen (14) days from the date of the termination notice and to remit such amount to the Advisor in the manner described under Clause 4.5 above.

       12.2.  The Advisor upon receipt of such payments and the amount from the Issuer as described under Clause 12.1. above, the Advisor shall cause to return all documents belonging to the Issuer by post or courier or to be collected by the Issuer personally.  Correspondence, records, reports, statements, memorandums and minutes etc., that touches the Assignment written and/or produced by the Advisor  and those work-in-progress will not be given to the Issuer.  It is the property of the Advisor.

       12.3.  After termination, both parties shall observe the rule of confidentiality and shall not photocopy, print, distribute and/or disclose (whether verbal or express) any materials of the Assignment that have used or resulted from the service of this Agreement.

13.  MODIFICATION

       No change, modification, addition or amendment to this Agreement shall be valid unless in  writing and signed by both parties hereto.

14.  ISSUER’S KNOWLEDGE AND RISK FACTOR

       Both parties agree that this Agreement is negotiated at arm’s length between persons sophisticated and knowledgeable in these types of matters relating to the Assignment. 

       Therefore:

       14.1.    Each party shall engage its own legal counsel and consult such legal counsel before signing of this Agreement;

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       14.2.    Each party also has the opportunity to seek advice from other professionals like accountants, bankers and securities dealers alike with the view to obtain knowledge and understanding of the Assignment before signing of this Agreement; and

       14.3.    In furtherance of Clauses 14.1 and 14.2 above, both parties agree and accept that each party is responsible for its own risk since entering into this Agreement carries an element of risk especially there is no promises or guaranty (whether verbally or

                   express) made by the Advisor to the Issuer that the Assignment will be one hundred per cent (100%) successful, and therefore, interpretation of this Agreement by AFS is hereby waived.

15.  VENUE AND GOVERNING LAW

       The venue for all legal proceedings in connection with this Agreement shall be Auckland, New Zealand and in all aspects of this Agreement shall be governed by the laws of the New Zealand.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date listed above.

SIGNED BY THE MANAGER

ACCESS FINANCE AND SECURITIES (NZ) LIMITED

/s/ WANG HUEI LING

_______________________________  

WANG HUEI LING

Director

in the presence of:                                      

/s/ TAN SIN AUN

_______________________________  

TAN SIN AUN

Singapore PR ID No. S7479738E

  SIGNED BY THE ISSUER

NATFRESH BEVERAGES CORP

/s/ YI LUNG LIN

_______________________________  

YI LUNG LIN

President/Director

in the presence of:

/s/ JOSHUA TEH BOON BOON

_______________________________  

JOSHUA TEH BOON BOON

 Singapore PR ID No. S7772772H

AFS/NFBC/MANAGERCONSULTINGSERVICEAGREEMENT(MASTER)/02072012

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EX-10.2 8 f102prospectusagreement.htm EXHIBIT 10.2

NATFRESH BEVERAGES CORP

Prospectus Service Agreement

Business Plan and Form S-1

AMCM/NFBC/PROSPECTUSSERVICEAGREEMENT(MASTER)

7/2/2012

PROSPECTUS SERVICE AGREEMENT

No.: AMCM/CM/USOTC/2012-13-001

THIS SERVICE AGREEMENT is made and entered on this 2^nd day of July, 2012 BETWEEN ACCESS MANAGEMENT CONSULTING AND MARKETING PTE LTD (company registration no. 201013297K), a private company limited by shares duly incorporated under the laws of the Republic of Singapore and having its registered office at Level 31, Six Battery Road #31-00, Singapore 049909 (hereinafter referred to as “the Consultant” or “AMCM”) of one part AND NATFRESH BEVERAGES CORP, a US domestic corporation limited by shares duly incorporated under the laws of the State of Nevada, United States of America and having its US registered agent address at Incsmart.Biz, Inc of 4421 Edward Ave, Las Vegas, NV 89108, United States of America (hereinafter referred to as “the Issuer” or “the Company”) of the other part.

RECITALS

WHEREAS, the Consultant is a management consulting company and to provide services for companies intending to go public in the United States of America.  In this Agreement, the services to be provided by the Consultant shall be the preparation of a Business Plan for the production of a Prospectus or Form S-1 as described under clause 2 below (hereinafter referred to as “the Services”);

WHEREAS, the Issuer is desirous and wishes to utilise the Services of AMCM as its Consultant under the terms of this Agreement for going public in the US with a view to obtain listing on the US Over-the-Counter Bulletin Board (hereinafter referred to as “OTCBB” or “the Exchange”) and AMCM wishes to become the Issuer’s Consultant for this purpose.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto hereby agree as follows:

1.    APPOINTMENT OF CONSULTANT

       Upon execution of this Agreement by both parties, the Issuer hereby appoints AMCM as it’s Consultant for the provision of the Services as described in the recital above and clause 2 below (hereinafter referred to as “the Assignment”).

2.    SCOPE OF SERVICE IN RELATION TO THE ASSIGNMENT

       The scope of service AMCM would provide under this Agreement includes:

       2.1.    To provide consultation on matters related to the Assignment until the US Securities and Exchange Commission (hereinafter referred to as “the SEC”) declares the Registration Statement (hereinafter referred to as “the Prospectus” or “Form S-1”) effective.

       2.2.    To prepare or make available a Business Plan for the development and production of a Prospectus the information of which is to facilitate the securities lawyers to prepare the Prospectus  and for filing with the SEC.  For this Assignment, there shall be only one Business Plan until the SEC declares the Registration Statement or Form S-1 effective.     

       2.3.    To closely liaison with the securities lawyers, accountants and auditors appointed by the Issuer for the development and production of the Prospectus and of any amendment to be made to the Prospectus until the SEC declares the Registration Statement or Form S-1 effective.

       2.4.    To closely liaison with the securities transfer agent appointed by the Issuer in the account set-up, shareholders information and statistics, confirmation and audit from time to time until the SEC declares the Registration Statement or Form S-1 effective. For this purpose, the Consultant is hereby authorised by the Issuer to give instruction to the securities transfer agent to issue share certificates to all shareholders the moment the SEC declares the Registration Statement or Form S-1 effective.  The Consultant is also hereby authorised by the Issuer to contact and give any instructions to the securities transfer agent to update and furnish information that may be required to accomplish the Services. The Issuer hereby agrees and undertakes that these authorisations will not be withdrawn under any circumstances.

       2.5.    To advise the Issuer in the determination and formulation of strategies for the Business Plan, and hence, the Prospectus until the SEC declares the Registration Statement or From S-1 effective.

       2.6.    To manage the Service until the SEC declares the Registration Statement or Form S-1effective.

3.    REGISTRATION STATEMENT

       There shall be only one Registration Statement or Form S-1 for the Service which includes any revision or amendment to be made thereto until the SEC declares the Registration Statement or Form S-1 effective.

4.    REMUNERATION FOR THE CONSULTANT

       4.1.    In consideration of the Services to be rendered or provided by AMCM described under Clause 2 above, the Issuer agrees to pay the Consultant a lump sum of United States Dollar Eight Hundred Thousand(US$800,000.00) only as the Consultant’s fee (hereinafter referred to as “the Remuneration”).

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       4.2.    The Remuneration of US$800,000.00 shall be paid by the Issuer to AMCM in the following agreed manner:

                 4.2.1.    On signing of this Agreement, by shares of the Issuer at

                              par value USD0.001 per share …………………………….. US$150,000.00.

                 4.2.2.    By telegraphic transfer on or before 5^th September, 2012..USD100,000.00.

                 4.2.3.    By telegraphic transfer on or before 5^th October, 2012 …...US$100,000.00.

                4.2.4.     By telegraphic transfer on or before 5^th November, 2012 …US$100,000.00.

                4.2.5.     By telegraphic transfer on or before 5^th December, 2012 …US$100,000.00.

                4.2.6.     By telegraphic transfer on or before 5^th January, 2013 ……US$100,000.00.

                4.2.7.     By telegraphic transfer on or before 5^th February, 2013.. …US$100,000.00.

               4.2.8.      On notification by the Consultant, before filing the first

                               Registration Statement with the SEC ……………………    US$  50,000.00.

                              TOTAL…………………………………………………… …….US$800,000.00.

      4.3.    The Issuer agrees that the Remuneration set out in Clause 4.2.1 above will be paid by the Issuer to AMCM by way of telegraphic transfer to, details of which are as follows:

                 Beneficiary           :    Access Management Consulting and Marketing Pte Ltd

                                                   Level 31, Six Battery Road #31-01,

                                                   Singapore 049909.

                Receiving Bank     :    DBS Bank Limited

                                                   6 Shenton Way

                                                   DBS Building                                                   Singapore 068809.

                Swift Code             :    DBSSSGSG.

                USD Account No.   :   0048-004083-013.  

      4.4.    The Issuer further agrees that the Remuneration set out in Clause 4.2.1 above will be paid by the Issuer in kind by way of issuance of 150,000,000 common shares at USD0.001 per share at par in the share capital of NATfresh Beverages Corp.

      4.5.    In furtherance of clause 4.4 above, the Issuer shall cause to allot the said shares to the Consultant and the Consultant shall complete and sign the Private Placement Subscription Agreement which the Issuer shall undertake that they will not revoke such allotment under any circumstances.

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      4.6.    The Remuneration once paid is non-refundable.

      4.7.    The Remuneration mentioned herein is INCLUSIVE of the legal fees for the Securities Lawyer in the provision of his services in connection with the preparation of the Registration Statement or Form S-1 including services for amendments or revisions of the Form S-1 until the SEC declares the Registration Statement effective, but excludes all disbursements which the Issuer agrees to pay directly to the Securities Lawyer, or re-imburse the Consultant if such disbursements have been paid by the Consultant to the Securities Lawyer.

      4.8.    The Remuneration mentioned herein is EXCLUSIVE of:

                 4.8.1.    Singapore GST or sales tax;

                 4.8.2.    Out-of-pocket expenses or disbursements such as telephone and fax charges, postage and courier charges, photocopying charges, filing fees, Form S-1 registration fee, amended Form S-1 filing fees,        Form S-1 edarization fees, notarisation expenses, and travelling expenses.

                 4.8.3.    Travelling shall mean such travel out of Singapore as requested or instructed by the Issuer and such travelling expenses like air tickets, hotel accommodation, food and local transportation expenses shall be paid by the issuer or at the Issuer’s expense covering two representatives from the Consultant.

                 4.8.4.    The cost of printing of the Business Plan or the Form S-1 in hard copy.  The completed Business Plan or Form S-1 will be electronically mailed to the Issuer in pdf format.

                 4.8.5.    Professional fees and disbursements for accountants responsible for accounting and SEC reporting; auditors for quarterly audit and annual audit; account set-up fee for shares transfer agent and monthly shares transfer agent maintenance fee.  Securities Lawyer’s disbursements also excluded.

                 4.8.6.    Any other expenses, taxes and/or fees payable not mentioned under Clauses 4.8.1 to 4.8.5 above shall be notified by the Consultant to the Issuer and the Issuer shall not unreasonably object or deny to such expenses for payment.

       4.9.    The Issuer shall cause to make such payments directly to the Consultant in respect of expenses incurred under Clauses 4.8.1 to 4.8.6 as soon as the Issuer receives such invoice or invoices from the Consultant.

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5.    THE ISSUER’S RESPONSIBILITIES

       The Issuer covenants and undertakes that at all times during the continuance in force of this Agreement supply, furnish and provide the following information and/or documents in English language whether such information and/or documents officially demanded or requested by the Consultant or any member of the Team (Team or Team Members shall mean to include the Advisor to the Issuer, Manager for the Issue, Securities Lawyer, Issuer’s Accountant, Issuer’s Auditor and the Securities Dealer or the Sponsor for the Issuer or Issue):

       5.1.    The Issuer’s corporate and management information, write-ups of each and individual directors and key personnel, financial statements (audited and unaudited), bank borrowings and advances, raw materials supplies (domestic and imports) and contracts, manufacturing data and product standard cost sheet, sales (domestic and exports) and contracts, forward sales contracts, product specification and standards, awards, product research and development results and statements, technology cooperation agreements, financial and business forecasts, statistics, records, etc.;

       5.2.    The Issuer’s board of directors’ minutes and resolutions and the Issuer’s shareholders’ annual general meetings or extra ordinary general meetings’ minutes and resolutions and in particular the board of directors’ resolutions approving the Assignment or Service and the appointment of AMCM as its Consultant for the Assignment or Service;

       5.3.    The Issuer’s investment in financial products and/or companies;

       5.4.    Parent Company and/or Associated Companies of the Issuer.  Providing or furnishing similar information and/or documents described under Clauses 5.1 and 5.2 above;

       5.5.    Subsidiary Companies of the Issuer.  Providing or furnishing similar information and/or documents described under Clauses 5.1 and 5.2 above;

       5.6.    The Issuer further undertakes to supply, furnish and/or provide any other information and/or documents not mentioned herein (whether officially or unofficially demanded or requested) to the Consultant and/or any member of the Team with the view to complete the Assignment or Service;

       5.7.    The Issuer hereby permits and authorises the Consultant and its representatives and agents and any member of the Team to contact, speak and correspond with any member or employee of the Issuer, Parent Company or Associated Companies and Subsidiary Companies and its internal and external auditors, internal and external lawyers, treasurer and company secretary with the view to complete the Assignment or Service;

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       5.8.    The Issuer hereby consents or approves the structure of the Assignment or Service and the Business Plan propose by the Consultant and any decision that needs to be made with the view to complete the Assignment or Service (hereinafter referred to as “the Decisions”) must be made “promptly” in any event that such Decisions should be given 48 hours (2 days) from the day such question arose;

       5.9.    The Issuer shall cause to take all actions in the provision of supplying informationand/or documents,  making payments to the Team and creditors and the Decisions as soon as practical after demand or request made by the Consultant and/or any member of the Team.  Where Decisions are required, Clause 5.8 above shall apply; and

       5.10.  The Issuer shall at its own expense cause to arrange for the Consultant to visit their office and factory premises including its Parent Company, Associated Companies and/or Subsidiary Companies and to permit and authorise the Consultant to take pictures or photographs thereto.

6.    TIME TABLE

       It is agreed by both parties that the initial time table for the Assignment or Service shall be as follows:

       6.1.    As soon as practical after signing of this Agreement, the Consultant shall notify the Issuer to convey a meeting between the Consultant and the Issuer to determine a Work Program including the determination and formulation of strategies for the Assignment or Service or the Business Plan.

       6.2.    Once the Work Program is determined, both parties shall adhere to the said Work Program and the Consultant shall inform the Issuer the progress of the Service or Business Plan from time to time.

       6.3.    The Issuer agrees that in order for the Work Program to be effective, the Issuer’s Responsibilities in Clause 5 above plays an important role and if there is a delay in furnishing requested or required information by the Issuer to the Consultant or any member of the Team, the Consultant will not be held responsible and liable for such delay.  The Issuer hereby waives such claim against the Consultant.

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7.    INDEMNITY

       The Issuer hereby agrees to indemnify and hold the Consultant harmless from any and all legal suits and actions (whether civil or criminal), proceedings at law or in equity, liabilities, claims (groundless or otherwise), costs, losses, damages, payments, deficiencies, judgments, settlements, penalties, fines, costs, and legal and other expenses, including legal or attorney’s fees, arising from or related to the performance of the Consultant’s duties or the services of the Consultant under this Agreement, specifically including any dispute, litigation, arbitration, or regulatory investigation or action in which the Consultant is named as a respondent, defendant, third party respondent or third party defendant, or any proceedings or matter where the Consultant is required to respond to a subpoena, summons, or any other order or court order or inquiry, whether through testimony, in writing, or by the production of documents or information, unless there has been a final and non-appealable adjudication by a court of competent jurisdiction that such claim, loss, damage, or cost was directly caused by the wilful misconduct or gross negligence of the Consultant, without any contributory negligence by the Issuer.

       All payments by the Issuer to the Consultant pursuant to this indemnification clause shall be made as soon as practical after written demand by the Consultant therefore is presented to the Issuer in any event not later than fourteen (14) days after such demand whether demand is written and dispatch by post, courier, electronic mail or by facsimile transmission by the Consultant to the Issuer.  The Issuer’s obligation to make such payments shall not be affected by the pendency of any proceeding regarding the amount or validity of the Consultant’s demand for indemnification, or by any proceeding alleging wilful misconduct or gross negligence by the Consultant, unless and until there has been a final and non-appealed adjudication that the Consultant is guilty of wilful misconduct or gross negligence.

8.    ASSIGNMENT OF RIGHTS

       This Agreement may not be assigned by either party without the express written consent of the other party.

9.    PRE CONTRACT

       Both parties hereby agree that all pre contracts whether it is written or verbal will no longer valid and thus shall be treated as null and void.

10.  TERMINATION OF THIS AGREEMENT

       This Agreement will be terminated if any one of the following events arose:

       10.1.  If there is an outbreak of war in the US, and/or Singapore where the Consultant or the Issuer resides or operates; OR

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       10.2.  If there is a government intervention by the government of the country where the Consultant or the Issuer resides or operates; OR

       10.3.  If there is a withdrawal of any member of the Team and no remedy is made to ratify the situation by a replacement to be made within ninety (90) days from the date of notice of such termination from the withdrawing Team member; OR

       10.4.  If the either party enters into any creditors’ meetings or insolvency or bankruptcy proceedings; OR

       10.5.  If the Issuer gives notice to the Consultant its intention to terminate this Agreement with supporting board of directors’ resolutions approving the termination in any event such notice should be served upon the Consultant in writing and thirty (30) days in advance either by post,  courier or by facsimile transmission or electronic mail PROVIDED ALWAYS that the original copy of the said notice must reached the Consultant; OR

       10.6.  If the Issuer commits a breach of this Agreement; OR   

       10.7.  If the Consultant gives a written advance thirty (30) days’ notice to the Issuer its intention to terminate this Agreement by way post, courier or by facsimile transmission or electronic mail PROVIDED ALWAYS that the original copy of the said notice must reached the Issuer; OR

       10.8.  If the Assignment or Service has been completed.

11.  TERMINATION RULES

        Both parties agree that where termination arose, both parties shall observe the following rules:

       11.1.  The Issuer shall cause to pay and settle any outstanding or unpaid invoices of the Consultant.  The Issuer shall make such payments to the Consultant within fourteen (14) days from the date of the termination notice and to remit such amount to the Consultant in the manner described under Clause 4.3 above.

       11.2.  The Consultant upon receipt of such payments and the amount from the Issuer as described under Clause 11.1. above, the Consultant shall cause to return all documents belonging to the Issuer by post or courier or to be collected by the Issuer personally.  Correspondence, records, reports, statements, memorandums and minutes etc., that touches the Assignment written and/or produced by the Consultant and those work-in-progress will not be given to the Issuer.  It is the property of the Consultant.

       11.3.  After termination, both parties shall observe the rule of confidentiality and shall not photocopy, print, distribute and/or disclose (whether verbal or express) any materials of the Assignment that have used or resulted from the service of this Agreement.

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12.  MODIFICATION

        No change, modification, addition or amendment to this Agreement shall be valid unless in writing and signed by both parties hereto.

13.  ISSUER’S KNOWLEDGE AND RISK FACTOR

       Both parties agree that this Agreement is negotiated at arm’s length between persons sophisticated and knowledgeable in these types of matters relating to the Assignment or Service.  Therefore:

       13.1.    Each party shall engage its own legal counsel and consult such legal counsel before signing of  this Agreement;

       13.2.    Each party also has the opportunity to seek advice from other professionals like accountants, bankers and securities dealers alike with the view to obtain knowledge and understanding of the Assignment before signing of this Agreement; and

       13.3.    In furtherance of Clauses 13.1 and 13.2 above, both parties agree and accept that each party is responsible for its own risk since entering into this Agreement carries an element of risk especially there is no promises or guaranty (whether verbally or express) made by the Consultant to the Issuer that the Assignment or Service or the Business Plan will render their application with the US Securities Exchange Commission to declare the Registration Statement or Form S-1 successful and therefore, interpretation of this Agreement by AMCM is hereby waived.

14.  VENUE AND GOVERNING LAW

       The venue for all legal proceedings in connection with this Agreement shall be Singapore, and in all aspects of this Agreement shall be governed by the laws of the Republic of

       Singapore.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date listed above.

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SIGNED BY THE CONSULTANT

ACCESS MANAGEMENT CONSULTING AND MARKETING PTE LTD

/s/ WANG HUEI LING

_______________________________   

WANG HUEI LING

Director

in the presence of:

/s/ TAN SIN AUN

                                            __________________________________

TAN SIN AUN

Singapore PR ID No. S7479738E

  SIGNED BY THE ISSUER

NATFRESH BEVERAGES CORP

/s/ YI LUNG LIN

_______________________________   

YI LUNG LIN

President/Director

in the presence of:

/s/ JOSHUA TEH BOON BOON

                                             __________________________________

JOSHUA TEH BOON BOON

 Singapore PR ID No. S7772772H

AMCM/NFBC/PROSPECTUSSERVICEAGREEMENT(MASTER)/02072012

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EX-10.2

Filed by OTC Filings Inc. - www.otcedgar.com - 1-866-832-FILE(3453) - Natfresh Beverages Corp. - Exhibit 10.2   

EX-99.1

NATFRESH BEVERAGES CORP.

SUBSCRIPTION AGREEMENT

Name of Purchaser			(the “Purchaser”)
Address
City
State / Province / Region
ZIP / Postal Code
Country
Telephone
Email
Date
Number of Shares Purchased		x US $0.65 =		*
			Subscription Price
Signature of Purchaser	*Please make check payable to:                    “NATFRESH BEVERAGES CORP.”

The foregoing Subscription is accepted for and on behalf of Natfresh Beverages Corp.:   

By:		Date:
	Yi Lung Lin, President

1.0

Purchase and Sale of Shares

The Purchaser subscribes for and agrees to purchase common shares (the "Shares") of Natfresh Beverages Corp., a Nevada corporation (the "Company") at a price of US $0.65 per share to be recorded in the name of the Purchaser at the address set out above.  Payment for the Shares is attached in the form of a check payable to Natfresh Beverages Corp.  

2.0

Representations, Warranties and Acknowledgements of the Purchaser

The Purchaser acknowledges, represents and warrants as of the date of this Agreement that:

2.1

No person has made to the Purchaser any written or oral representations:

(a)

that any person will resell or repurchase the Shares;

(b)

that any person will refund the purchase price of the Shares; or

(c)

as to the future price or value of the Shares.

2.2

The Company has made available to the Purchaser the Company’s Form S-1.  The Purchaser acknowledges that no information furnished by the Company constitutes investment, accounting, legal or tax advice.  The Purchaser is relying solely upon itself and its professional advisors, if any, for such advice.

2.3

The Purchaser has the legal capacity and competence to enter into and execute this agreement and to take all actions required hereunder.

2.4

The representations, warranties and acknowledgements of the Purchaser contained in this Section will survive the closing of this Agreement.

3.0

Representations, Warranties and Acknowledgements of the Company

The Company acknowledges, represents and warrants as of the date of this Agreement that:

3.1

It is a valid and subsisting corporation duly incorporated and is in good standing under the laws of the jurisdictions in which it is incorporated.

3.2

The Shares, when issued, will be fully paid and non-assessable shares of the Company and will be issued free and clear of all liens, charges and encumbrances of any kind whatsoever, subject only to the re-sale restrictions under applicable securities laws.

4.0

Closing

The Company will confirm whether or not the Agreement is acceptable, whereupon the Company will deliver to the Purchaser a signed copy of this Agreement, and within one month shall deliver a certificate representing the Shares, registered in the name of the Purchaser.

5.0

Withdrawal of Subscription

The Purchaser has a Two Day Cancellation Right and can cancel this agreement by sending notice to the Company by midnight on the 2^nd business day after you sign this agreement.

6.0

Miscellaneous

6.1

Except as expressly provided in this Agreement, this Agreement contains the entire agreement between the parties with respect to the Shares and there are no other terms, conditions, representations or warranties whether expressed, implied, or written by statute, by common law, by the Company, by the Purchaser or by anyone else.

6.2

The parties to this Agreement may amend this Agreement only in writing and with the consent of each of the parties hereto.

6.3

This Agreement shall enure to the benefit of and shall be binding upon the parties to this Agreement and their respective successors and permitted assigns.

[END OF SUBSCRIPTION AGREEMENT]

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