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

CALCULATION OF REGISTRATION FEE

PROSPECTUS

Table of Contents

Summary

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.

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  our 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.

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  DIRECTOR  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 and Securities (NZ) Limited and Access Management Consulting and Marketing Pte Ltd and Chief Executive Officer for Access Equity Capital Management Corp.  Access Equity Capital Management Corp is considered an underwriter of this offering.  This means that Mr. Lin is unable to work full time for our company and that potential conflicts of interests may arise when Mr. Lin is presented certain business opportunities.  These conflicts might eventually lead to business failure.  Mr. Lin plans to devote 30 hours a week to our business and to our affairs which may lead to periodic interruptions of business operations if he is unable to devote the amount of time required to our business because of his other business interests.  Unforeseen events may cause this amount of time to become even less.

OUR SOLE OFFICER MR. LIN IS IN THE BUSINESS OF PROVIDING CERTAIN CONSULTING AND FINANCIAL SERVICES TO COMPANIES THAT SEEK TO ACCESS THE CAPITAL MARKETS IN THE UNITED STATES AND THIS COULD CREATE POTENTIAL CONFLICTS OF INTERESTS.

Our sole officer Mr. Lin is in the business of providing certain consulting and financial services to companies that seek to access the capital markets in the United States and this could create potential conflicts of interests if he devotes his time helping other companies, rather than furthering our needs.

Mr. Lin provides consulting and financial services through the following entities:  Access Management Consulting and Marketing Pte Ltd. and Access Finance and Securities (NZ) Limited.

On July 2, 2012, we entered into an Agreement with Access Finance and Securities (NZ) Limited (the “Advisor”) to provide Manager Consulting Service. In consideration of these services provided by the Advisor, we have agreed to pay a total fee of US$300,000, to be payable in cash of US$250,000 and the balance US$50,000 by way of issuance of our common shares at a price of $0.001 per share.

On July 2, 2012, we entered into an Agreement with Access Management Consulting and Marketing Pte Ltd (the “Consultant”) to provide Prospectus Service. In consideration of these services provided by the Consultant, we have agreed to pay a total fee of US$800,000, to be payable in cash of US$650,000 and the balance US$150,000 by way of issuance of our common shares at a price of $0.001 per share.

OUR SOLE OFFICER AND DIRECTOR MR. LIN AND THE AFS ENTITIES PROVIDE CONSULTING AND FINANCIAL SERVICES TO GENUFOOD ENERGY ENZYMES CORP. (“GENUFOOD”) AND

AND MR. LIN IS THE CEO OF GENUFOOD AND IN SEPTEMBER 2012 WE PURCHASED $500,000 IN COMMON STOCK OF GENUFOOD AND THAT GENUFOOD’S ONLY REVENUE TO DATE IS FROM A RELATED PARTY.

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. We plan to operate our business in U.S. and Singapore dollars. 

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.

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.  Kuei Hua Tsai has interest, control and voting rights in Toprise International Investment Limited and with her 49% equity interests our company, she has the ability to exert significant influence over our decisions.

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.

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. Our actual results  may 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

(1)   Less than 1%.

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.

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:

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.

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

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.

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.  

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 and the aging population in Singapore.  The Singapore government is providing incentives for singles to get married and also for married women to have more children (Source: Child Development Co-Savings Act (CHAPTER 38A), Part II, 3. (1)).  

SINGAPORE POPULATIONS STATISTICS

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)

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.  

While we wait for the Singapore factory to be established, we had on May 17, 2013 entered into a contract manufacturing arrangement with Deep Waters Trust, New Zealand to supply bottled pure natural artesian water under our own private label – TaniNZ Premium for distribution in Singapore and export to other countries. Once our Singapore factory is available with machinery and equipment installed, we would commence to import natural spring water  in bulk from Sri Lanka into Singapore for manufacturing of  bottled drinking water, Tani Premium and instant tea, Tani Magic for marketing and distribution in the Singapore market under our Stage 2 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 then 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 to interested buyers.  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.    

*    TaniNZ Premium – Pure Natural Artesian Water

       We have entered into a contract manufacturing arrangement to supply bottled pure natural artesian water under our own private label – TaniNZ Premium for distribution in Singapore and export to other countries.  There is no guarantee that we will begin distribution in Singapore as expected.

We have entered into a Distributor Agreement for distribution of Ayala’s Herbal Water in nine countries, namely Singapore, Malaysia, Indonesia, Taiwan, Hong Kong, Macau, Thailand and Sri Lanka and The Philippines. There is no guarantee that we will begin distribution in Singapore as expected.

Our subsidiary company, NATfresh Productions (S) Pte Ltd (NPSPL) is the Sole Distributor for the Ayala’s Herbal Water Still that comes with a range of five flavors – Lemongrass Mint Vanilla, Lavender Mint, Cloves Cardamom Cinnamon, Cinnamon Orange Peel and Ginger Lemon Peel, which are bottled in PET plastic bottle of 16 oz /473 ml each, packing 12 bottles in one carton box. Shelf is 18 months. There is no guarantee that we will begin distribution in Singapore as expected.

Ayala’s Herbal Water, Sparkling (12 oz/355 ml)

Our subsidiary company, NATfresh Productions (S) Pte Ltd (NPSPL) is the Sole Distributor for the Ayala’s Herbal Water, Sparkling that comes with a range of three flavors – Lemongrass Mint Vanilla, Cinnamon Orange Peel and Ginger Lemon Peel, which are bottled in glass bottle of 25.4 oz/750 ml each, packing 12 bottles in one carton box.  Shelf life is 18 months. There is no guarantee that we will begin distribution in Singapore as expected.

Our subsidiary company, NATfresh Productions (S) Pte Ltd (NPSPL) is the Sole Distributor for the Ayala’s Herbal Water, Sparkling that comes with a range of four flavors – Lemongrass Mint Vanilla, Lavender Mint, Cinnamon Orange Peel and Ginger Lemon Peel, which are bottled in glass bottle of 12 oz/355 ml each, packing 24 bottles in one carton box.  Shelf life is 18 months. There is no guarantee that we will begin distribution in Singapore as expected.

*    Tani Premium – Natural Mineral Water

We have not yet begun bottling  natural spring water under the Tani Premium brand and the operations described in this section are planned operations and there is no guarantee that we will commence bottling operations as described herein.  Our proposed product,  Tani Premium  will be  natural mineral water processed from natural spring water.  The Sri Lanka Authority has certified that NATfresh natural spring water  will be  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  intended to be  bottled at source in a fully protected modern bottling plant of international standard.

We entered into an agreement with Rajakaruna Springs (Pvt) Ltd. (the "Rajakaruna") on September 2, 2012 to secure the supply of the natural spring water to be used in our products. This agreement has been filed as an exhibit to our prospectus. Rajakaruna has agreed to supply us with the natural spring water in 19 liter plastic bottles that shall be ISO certified and come with a seal. They also agree to supply us of a minimum of 250,000 liters of water per month, subject to a variation on the minimum order to be agreed upon by both parties. The agreement is valid for 10 years with an option to renew for an additional 10 years and may be cancelled with 6 months written notice, such notice to detail the reason for termination and that the non-terminating party agree to the reason for termination.
 

Water Treatment Plant, a fully automatic process

Our proposed imported natural spring water will be kept in a water storage tank with cooling jackets, insulation and stainless steel cladding.  Tank capacity is 20,000 liters and is imported from China.  We intend to have six water storage tanks which will store up to 120,000 liters of water.  There is no guarantee that we will be able to secure water storage tanks.

Our proposed treatment plant will have that natural spring water that first passes 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.

Currently we do not have any water storage tanks.  Once the water storage tanks are fabricated and shipped to us, it will be installed at our Singapore factory located FoodAxis at One Senako Avenue, Singapore.  There is no guarantee that FoodAxis would be available to us by that time nor the premise will be suitable to us.  It is also subject to Singapore Authority approval.

We are in the final stages of completing the leasing arrangements for our Singapore factory.  We do not have yet have a bottling plant in Singapore. There is no guarantee that we will secure such a facility. We will use our current cash availability on hand and the proceeds of this offering that we allocated towards working capital to finance the lease term.

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.

Blow Molding Process Diagram

*    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. We may change technology transfer provider if we could not finalize the agreement with Sky Joy International Enterprise Limited.

Our proposed product, Tani Magic Instant Black Tea, will contain processed natural spring water and a package of black tea leaves of 3 grams inside the cap.  The black tea leaves are organic and will come from Yuchih Township, Nantou County, Taiwan which is a popular place for growing black tea leaves.  There will be no artificial coloring.  It will only be 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 will be proprietary and the brand name “Tani Magic” belongs to us.
 

Our proposed product, Tani Magic Instant Green Tea, will contain processed natural spring water and a package of green tea leaves of 3 grams inside the cap.  The green tea leaves are organic and will come from Nantou County, Taiwan which is a popular place for growing green tea leaves.  There will be no artificial coloring.  It will only be 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 will be proprietary and the brand name “Tani Magic” belongs to us.

Our proposed product, Tani Magic Instant Rose Tea, will contain processed natural spring water and a package of mixed tea leaves of 3 grams inside the cap.  Tea leaves include Singapore`s most popular oolong tea and jasmine tea, and rose flower.  The tea leaves are organic and will come from Nantou County, Taiwan which is a popular place for growing tea.  There will be no artificial coloring.  It will only be 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 will be proprietary and the brand name “Tani Magic” belongs to us.

We intend that the Tani Magic range of instant tea will be processed and bottled at our wholly owned subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd (NPSPL). 

The ability to produce instant tea from natural spring water without hot water is the state of  the art technology we intend to possess including the combination of selected high-tech equipment (which we do not currently possess) and water source.  Currently we do not possess the technology.  We have entered into a Memorandum of Understanding on September 26, 2012 with Sky Joy Enterprise to provide this technology.  A copy of the Memorandum of Understanding has been filed as an exhibit to our prospectus.

An outline of the process flow is described below.

Water Treatment Plant, a fully automatic process

Water Treatment Process Diagram

*currently we do not possess the equipment show above. 

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

*currently we do not possess the equipment show above.

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

*currently we do not possess the equipment show above.

Blow Molding Process Diagram

*currently we do not possess the equipment show above.

*    Microbrewery – shandy and lager beer

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.

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.

Sales and Marketing

NATfresh Website

Our website, www.natfreshbeverages.comis under construction.  We anticipate that when  we commence our operations, our website 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

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.

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 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 interested buyer such as  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.

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 have submitted a sample of our natural spring water to Agri-Food & Veterinary Authority (“AVA”), Singapore for compliance of import requirements and label claim requirements.  On February 21, 2013, we were granted conditional approval by the AVA for the importation of our water.  The AVA has informed us that although conditionally approved our water will be subject to inspection when important in.  We are not required to obtain any special permits to export our products.

We would also 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  30 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. We have a Sales and Marketing Manager employed under our subsidiary company in Singapore, NATfresh Productions (S) Pte Ltd (NPSPL) to head the marketing and sales department for the distribution of Ayala’s Herbal Water and TaniNZ Premium in Singapore.Collectively, there are twelve persons managing the businesses of NPSPL.

Research and Development Expenditures

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

We intend to conduct the following research and development activities in the future:

1.    the establishment of a laboratory with fixtures and equipment;

2.    from time to time carry out analysis of water from present sources and from other future source of water supplies to test water quality and suitability;

3.    to carry out the test of various types of tea leaves and the water to produce instant tea as to taste, color and lead time to break tea catechin polyphenols and other mineral into water, thus innovation of new beverage products;

4.    to examine the type of malt, hop and yeast for brewing of lager beers in relation to the percentage of alcohol, thus innovation of new lager to suit consumer taste, color and shelf life; and

5.    to carry out random quality control test on daily or batch production of beverages that we will process.

 
Subsidiaries

Patent and Trademarks

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

   Nats5

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

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 products.

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  and 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.

Results of Operations for the Nine Months Ending May 31, 2013 and from Inception to May 31, 2013

We have not generated any revenues from our inception on June 18, 2012 to May 31, 2013.  We have not yet started distribution of our range of our various products.  We incurred operating expenses in the amount of $1,916,783for the period from our inception on June 18, 2012 to May 31, 2013.  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 May 31, 2013.  We have not yet started distribution of our various products.

Expenses

We have incurred operating expenses of $1,383,752 during the nine months ended May 31, 2013 and total operating expenses of $1,916,783since our inception on June 18, 2012 to May 31, 2013.

Liquidity and Capital Resources

As of May 31, 2013, we had total assets of $1,189,192.  As of May 31, 2013, we had a working capital surplus of $928,914.

Cash Used in Operating Activities

Cash used in operating activities was $1,335,959 for the nine months ended May 31, 2013 and $1,335,959 from our inception on June 18, 2012 to May 31, 2013.

Cash from Financing Activities

We used net cash of $135,000 in financing activities during the nine months ended May 31, 2013 and have received net cash of $2,975,000 from our inception on June 18, 2012 to May 31, 2013.

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                                                        61  

Executive Officer:

       Name of Officer                                        Age                                                           Office

Yi Lung Lin                                                        61                                               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 director 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 a Paralegal Advisor after he has obtained his LL.B (Honor) Law Degree from Nottingham Law School (Nottingham Trent University, UK).    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 and  OTCQB  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.

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).

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.

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.

(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 May 31, 2013 . 

Certain Relationships and Related Transactions

Our President and CEO, Yi Lung Lin, is the managing director of the two consulting companies that provides consulting services to us.  During year ended August 31, 2012, we converted $200,000 owed to these two consulting companies into 200,000,000 common shares.  We also owed a total $118,500 for consulting services to one of the consulting companies during the year ended August 31, 2012.

On July 9, 2012, we sold 10,000,000 shares of Common Stock at $0.001 per share to Access Equity Capital Management Corp where our President, Yi Lung Lin, has control and voting rights.  These shares were sold for cash consideration 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, we sold 50,000,000 shares of Common Stock at $0.001 per share to the wife of our President, Yi Lung Lin, for cash consideration of $50,000.

On September 7, 2012, we sold 50,000,000 shares of common stock at $0.001 per share to a related party. These shares were sold for cash consideration of $50,000.

On September 7, 2012, we sold 500,000,000 shares of common stock at $0.001 per share to Toprise International Investment Ltd.  These shares were sold for cash consideration of $500,000.

On September 24, 2012, we purchased 1,666,667 common stock of Genufood Energy Enzymes Corp. (“GEEC”) at a price of $0.3 per share. Our President is also the President of GEEC.

We have entered into an Agreement with Access Management Consulting and Marketing Pte Ltd., Singapore (a company controlled by our President, Yi Lung Lin, 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 entered into a Manager Consulting Service Agreement on July 2, 2012 with Access Finance and Securities (NZ) Limited, a company controlled by our President, Yi Lung Lin, 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  were 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., a company controlled by our President, Yi Lung Lin, to provide us the management services related to the engagement of professionals, 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.

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:

Financial Statements

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