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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[X] ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2008

[   ] TRANSITIONREPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [   ] to [  
]

Commission file number 000-52161

MARLEY COFFEE INC.(Name
of small business issuer in its charter)

|Nevada                                                               | TBA                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|357 South Fairfax Avenue, Suite 321                                  |                                  
|Los Angeles, CA                                                      | 90036                            
|(Address of principal executive offices)                             | (Zip Code)                       

Issuer's telephone number (310) 467-9832

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001(Title of
class)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
  for such shorter period that the registrant was required to file such reports),
  and (2) has been subject to such filing requirements for the past 90 days. Yes
  [X]   No [   ]

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Check if there is no disclosure of delinquent filers in response
  to Item 405of Regulation S-B is not contained in this form, and no disclosure
  will be contained, to the best of registrant's knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form10-KSB
  or any amendment to this Form 10-KSB. [   ]

State issuer's revenues for its most recent fiscal year.
$0.

State the aggregate market value of the voting and non-voting
  common equity held by non-affiliates computed by reference to the price at which
  the common equity was sold, or the average bid and asked prices of such common
  equity, as of a specified date within 60 days. (See definition of affiliate
  in Rule 12b-2of the Exchange Act.)

N/A

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

32,570,198 common shares issued and outstanding as of May
  15, 2008

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

Check whether the registrant is a shell company (as defined in
  Rule 12b-2 of the Exchange Act)
  Yes [X]   No [   ]

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**PART I**

Item
1.              
Description of Business.

This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may",
"should", "expects", "plans, anticipates", "believes", "estimates,
predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references "common shares
refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us, our", and
"Marley" mean Marley Coffee Inc. (formerly known as Global Electronic Recovery
Corp.), unless otherwise indicated.

Business History

Marley was incorporated on September 27, 2004 under its former
name Global Electronic Recovery Corp. Our resident agent is Empire Stock
Transfer of Nevada located at 2470 Saint Rose Parkway, Suite 304 Henderson,
Nevada. Prior to the February 25, 2008, we were engaged in the recycling of
electronic waste in the city of Los Angeles, California. We commenced limited
operations including a feasibility study and the search for an appropriate
facility location. We also joined various recycling organizations to assist in
the marketing of our recycling facility. As our management conducted due
diligence on the electronic waste recycling industry, management realized that
this industry did not present the best opportunity for our company to realize
value for our shareholders. In an effort to substantiate shareholder value,
Marley Coffee then sought to identify, evaluate and investigate various
companies and compatible or alternative business opportunities with the intent
that, should the opportunity arise, a new business be pursued.

On February 5, 2008 we incorporated a subsidiary named Marley
Coffee Inc. On February 25, 2008 we changed our name from Global Electronic
Recovery Corp." to "Marley Coffee Inc." when we merged our subsidiary, Marley
Coffee Inc., into our company. Our common stock will be quoted on the NASD
Over-the-Counter Bulletin Board under the new symbol "MYCF" effective at the
opening of the market on March 7, 2008.

Properties

Effective February 15, 2008 Marley Coffee entered into a lease
agreement for 52 acres of coffee farmland in the Jamaican Blue Mountains. The
term is eight years and has an annual lease payment of $1,000.

The farm is located at Chepstowe, Skibo in Portland, Jamaica.
The farm is spread out over 52 acres of land. Currently only 12 acres have been
identified for coffee production but this will be increased but to a maximum of
30 acres to preserve ecological diversity. Due to the altitude and geographic
location of the land on which the farm is located, the coffee produced can be
classified as Blue Mountain Coffee.

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Current Business Operations

Marley Coffee

In February 2008, we decided to pursue the business of premium
roasted coffee to take advantage of the consumer awareness and significant trend
toward packaged ground premium and super premium coffees with new Marley Coffee
branded entries to the category. We also intend to develop a share of the
category and create a leadership position by capitalizing on the success of the
Marley name and franchise while using Jamaican Blue Mountain as the flagship
item. In addition, we intend to use this opportunity to take advantage of this
strong increase in consumer demand by stepping forward and combining name, music
and quality coffees to generate interest.

We also intend to produce our own premium organic coffee on the
farmland we lease in the Blue Mountain region of Jamaica. Our goal is to manage
the Marley Coffee Farm in manner that ensures economic viability, optimal yields
and unrivaled product quality while maintaining the environmental integrity of
the ecosystem incompliance with international organic standards.

To achieve our objectives, we will do the following:

| | 1. | Develop and implement a sustainable fertility management
      program compliant with international organic standards.                                                                                                                
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                       
| | 2. | Develop and implement a sustainable pest management
      program compliant with international organic standards.                                                                                                                     
| |    |                                                                                                                                                                                                                                       
| | 3. | Continually review and adjust the installed system for
      the management of our human and financial resources                                                                                                                      
| |    |                                                                                                                                                                                                                                       
| | 4. | Continue the resuscitation of existing coffee trees and
      restoration of location-specific optimal planting density                                                                                                               
| |    |                                                                                                                                                                                                                                       
| | 5. | Conduct research into sustainable organic agronomic
      practices and novel marketable coffee blends                                                                                                                                
| |    |                                                                                                                                                                                                                                       
| | 6. | Identify and outsource suitable local pulping and
      roasting facilities with the intent to construct and install washing,
      pulping and roasting mechanism that is compliant to international organic
      standards on site.
| |    |                                                                                                                                                                                                                                       
| | 7. | Identify and facilitate the sale of secondary cash crops
      on the local market                                                                                                                                                    

Our administrative office is located at 357 South Fairfax
Avenue Suite #321, Los Angeles California, USA 90036, telephone (310) 467-9832
and our registered statutory office is located at 2470 Saint Rose Parkway, Suite
304 Henderson, Nevada 89074. Our fiscal year end is January 31.

Product Research and Development

We do not anticipate that we will expend any significant funds
on research and development over the twelve months ending January 31, 2009.

Employees

Currently, we have 14 employees other than our officers. We are
not a party to any collective bargaining agreements. We have not entered into
any employment agreements with any of our executives. We anticipate that we will
enter into employment agreements without officers when, and if, our revenue
production justifies such agreements. We do not currently anticipate that we
will hire any employees in the next three months, unless we successfully raise
funds necessary to implement our business plan. From time-to-time, we anticipate
that we will also use the services of independent contractors and consultants to
support our business development. We believe our future success depends in large
part upon the continued service of our senior management personnel and our
ability to attract and retain highly qualified technical and managerial
personnel.

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Purchase or Sale of Equipment

We intend to purchase equipment for the farm we lease in Jamaica.
  We anticipate such expenditures to be approximately $2,300.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in
connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will
almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances
occurring after the date of such statements.

Such estimates, projections or other "forward-looking statements involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future,
could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our
business, readers should carefully consider the following factors.

We have no operating history and have maintained losses since inception that we expect to continue into the future. If the losses continue we may go out of business. We have no assets, no experience in the proposed line of business,
certifications, current customers, or negotiations or agreements with any processing centers or refurbishes

We were incorporated in September 27, 2004 and only just recently began commencing a new business plan. We have only just completed our business plan to grow and roast our own and third party organic coffee. We have not realized any revenues to
date. We have no operating history upon which an evaluation of our future success or failure can be made. There is a net loss since inception of $(93,418) and also an accumulated deficit of $(93,418). We expect to incur losses for the
foreseeable future; therefore, we may not be able to achieve profitable operations and we may not even be able to generate any revenues. We will encounter difficulties as an early stage company in the rapidly evolving and highly marketed recycling
end of life electronic industry. Therefore, the revenue and income potential of our business model is unproven.

We face substantial competition from established and new companies in our industry. If we are unable to compete with these companies our proposed business will fail.

We face intense competition from established coffee growers and roasters. We may not be able to compete effectively with these companies now or in the future. Many of our potential competitors have significantly greater financial, marketing,
technical and other competitive resources, as well as greater name recognition, than we have. As a result, our competitors may be able to adapt more quickly to changes in consumer requirements or may be able to devote greater resources to the
promotion and sale of their services. We may not be able to compete successfully with our potential and existing competitors. In addition, competition could increase if new companies enter the market or if existing competitors expand their services.
An increase in competition could result in price reductions and loss of market share and could have a material adverse effect on our business, financial condition or results of operations. To be competitive we will need to continue to invest in
sales and marketing. We may not have sufficient resources to make such investments necessary to remain competitive. In addition, current and potential competitors have established or may in the future establish collaborative relationships among
themselves or with third parties, including third parties with whom we have relationships, to increase the visibility and utility of their services. Accordingly, new competitors or alliances may emerge and rapidly acquire significant market share.
If we are unable to compete with companies in end of life electronic services industry, our proposed business will fail and you will lose your entire investment.

We depend on our key personnel to manage our business effectively in a rapidly changing market. If we are unable to retain our key employees, our business, financial condition and results of operations could be harmed.

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Our future success depends to a significant degree on the skills, efforts and continued services of our executive officers and other key sales, marketing and support personnel who have critical industry experience and relationships. If we were to
lose the services of one or more of our key executive officers and senior management members, we may not be able to grow our business as we expect, and our ability to compete could be harmed, adversely affecting our business and prospects.

Changes in the government regulation of our coffee farm could harm our business

Our coffee products are subject to foreign government regulation by the Jamaican Coffee Board and international regulatory bodies. These regulatory bodies could enact regulations which affect our products or the service providers which distribute
our products, such as limiting the scope of the service providers' market, capping fees for services provided by them or imposing coffee quality control standards which impact our products.

If we are unable to obtain organic certification, our business may be impaired.

It is proposed that we obtain organic certification for our leased farmland in Jamaica from the certifying agency Certification of Environmental Standards (CERES). If we are unable to obtain certification we may be forced to grown on-organic coffee
on our property. This may impair our business plan and force us buy from third party sources.

We need to continue as a going concern if our business is to succeed, if we do not we will go out of business.

Our independent accountant's report to our audited financial statements for the period ended January 31, 2008 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors
identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely
investors will lose their investments.

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to complete all intended exploration of the property, and therefore we will need to obtain additional financing in order to complete our business plan. As of January 31, 2008 we had cash in the
amount of $89,802. We currently have minimal operations and we have no income.

Our business plan calls for significant expenses in connection with the development of our coffee property. We will require additional financing to sustain our business operations if we are not successful in earning revenues once coffee production
is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors,
including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders.

Because we have commenced limited business operations, we face a high risk of business failure.

We have only just recently commenced operations Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on September 27, 2004 and have been involved primarily in organizational activities and
the acquisition of our mineral property. We have not earned any revenues as of the date of this prospectus.

Prior to completion of our coffee production stage, we anticipate that we will incur increased operating expenses without realizing any significant revenues. We therefore expect to incur significant losses into the foreseeable future. There is no
history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating

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revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We lack an operating history and we expect to have losses in the future.

We have not started our proposed business operations or realized any revenues. We have no operating history 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 the following:

- Our ability to operate a profitable coffee farm;
- Our ability to generate revenues; and
- Our ability to reduce farming and marketing costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the development of our coffee property. We cannot guarantee that we will be successful in generating
revenues in the future. Failure to generate revenues will cause us to go out of business.

Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors".  The
term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The
penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these
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 level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the
penny stock rules discourage investor interest in and limit the marketability of, our common stock.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and
directors.

Our By-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, actually and reasonably incurred by him,
including an amount paid to settle an action or satisfy a judgement in a

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civil, criminal or administrative action or proceeding to which
he is made a party by reason of his being or having been one of our directors or
officer.

Item
2.              
Description of Property.

Our administrative office is located at 357 South Fairfax
Avenue Suite 321,Los Angeles, CA 90036 and our telephone number is (310)
467-9832. Effective February 15, 2008 Marley Coffee entered into a lease
agreement for 52 acres of coffee farmland in the Jamaican Blue Mountains. The
term is eight years and has an annual lease payment of $1,000.

The farm is located at Chepstowe,Skibo in Portland, Jamaica.
The farm is spread out over 52 acres of land. Currently only 12 acres have been
identified for coffee production but this will be increased but to a maximum of
30 acres to preserve ecological diversity. Due to the altitude and geographic
location of the land on which the farm is located, the coffee produced can be
classified as Blue Mountain Coffee. At the moment, there are other marketable
crops being produced on the farm. These included sheen, cocoa, coconuts,
bananas, plantain, oranges etc. which may be sold on the local market.

We have a website address at www.marleycoffee.com.

Item
3.              
Legal Proceedings.

We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation other than the following:

M&A Ventures Ltd. V. Marley Coffee Inc., et al
Provincial Court Registry File No. 0819736

Small claims court matter in the amount of $24,000CDN.
Plaintiff is suing for outstanding payment for preparation of business plan.
Marley has countersued for $25,000.

There are no proceedings in which any of our directors,
officers or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.

Item
4.              
Submissions of Matters to a Vote of Security Holders.

None.

PART II

Item
5.              
Market for Common Equity and Related Stockholder Matters.

As of May 15, 2008 there were 33 holders of record of our
common stock. As of such date, 32,570,198 common shares were issued and
outstanding. Our common stock is quoted on the Over-the-Counter Bulletin Board
under the symbol "MYCF.

Our common shares are issued in registered form. Empire Stock
Transfer, Henderson, Nevada 89128-8380 (Telephone: 702-988-1242; Facsimile:
702-988-1244) is the registrar and transfer agent for our common shares.

There are no outstanding options or warrants to purchase, or
securities convertible into, our common shares. We have not declared any
dividends since incorporation and do not anticipate that we will do so in the
foreseeable future. Although there are no restrictions that limit the ability to
pay dividends on our common shares, our intention is to retain future earnings
for use in our operations and the expansion of our business.

Recent Sales of Unregistered Securities

There have been no recent sales of unregistered securities.

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Item 6. ****Management Discussion and Analysis and Plan of Operation.

Results of Operations.

For the year ending January 31, 2008 we posted losses of
$68,649 as compared to losses of $13,180 for the year ended January 31, 2007.
Inception through January 31, 2008 losses total $93,418. General and
administrative expenses are the principal component of our losses since
inception.

Financial Condition, Liquidity and Capital Resources

At January 31, 2008, we had cash of $89,802.

At January 31, 2008 our total assets were $140,071 comprised of
cash, prepaid expenses and property plant and equipment.

As of January 31, 2008, our total liabilities were $38,475
comprised primarily of administrative expenses. This compares to our total
liabilities of $6,894 at January 31, 2007.

Cash Requirements

Over the next twelve months we intend to use funds to commence
marketing our service, leasehold improvements and for general and administrative
expenditures, as follows:

Estimated Funding Required During the Next Twelve Months

|General and Administrative | $ | 55,000  | 
|-------------------------- | - | ------- | 
|                           |   |         | 
|Operations                 |   |         | 
|                           |   |         | 
|Marketing/Advertising      |   | 25,000  | 
|                           |   |         | 
|Farm Improvements          |   | 70,000  | 
|                           |   |         | 
|Working Capital            |   | 50,500  | 
|                           |   |         | 
|Total                      | $ | 200,500 | 

As January 31, 2008, we had working capital of $87,534. We will
require financing before can implement our business plan and generate
significant revenues. We intend to raise additional capital required to
implement our business plan.

We will attempt to meet any additional needs through sales of
our securities in secondary offerings or private placements. We have no
agreements in place to do this at this time.

There are no assurances that we will be able to obtain additional
  funds required for our continued operations. In such event that we do not raise
  sufficient additional funds by secondary offering or private placement, we will
  consider alternative financing options, if any, or be forced to scale down or
  perhaps seven cease our operations.

Recently Issued Accounting Standards

The adoption of recently issued pronouncements is not expected
to have a material effect on our financial position or results of operations.

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APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions
involved with the following aspects of our financial statements is critical to an understanding of our financials.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Agricultural Costs

Recurring agricultural costs include costs relating to irrigation, fertilizing, seedling, utility, farming wages and other ongoing crop and land maintenance activities. Recurring agricultural costs are capitalized as inventory and expensed when the
crops are harvested and sold. Non-recurring agricultural costs, primarily comprising of soil and farm improvements and other long-term crop growing costs that benefit multiple harvests, including amortization of farm equipment are capitalized as
property and equipment and amortized over the estimated production period.

Deferred Marketing and Advertising Costs

Costs incurring for producing marketing and advertising products including media, production and other promotional cost are deferred until the marketing or advertising first takes place. The expenditures on advertisement production, incomplete as of
January 31, 2008, amounted to $29,685, and are included with prepaid expenses in the accompanying financial statements.

Inventories

Inventories are valued at the lower of cost or market. Costs related to inventory are determined on the first-in, first-out basis. Specific identification and average cost methods are also used primarily for certain packing materials and operating
supplies.

Property and Equipment

Property and equipment are stated at cost plus the fair value of asset retirement obligations, if any, less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of these assets. The Company
reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash
flows directly associated with the asset are compared to the assets carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected
future cash flows or comparable market values, depending on the nature of the asset.

Farm equipment is amortized over its estimated useful life for farm production and recorded as farming costs.

Revenue Recognition

Revenue is recognized at the point title and risk of loss is transferred to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists and the price is fixed or determinable. As of January 31, 2008 the Company has
not generated sales.

---

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the balance sheet. Actual results could
differ from those estimates.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.

Income Taxes

The asset and liability approach is used to account for income
taxes by recognizing deferred tax assets and liabilities for the expected future
tax consequences of temporary differences between the carrying amounts and the
tax basis of assets and liabilities. The Company records a valuation allowance
to reduce the deferred tax assets to the amount that is more likely than not to
be realized.

Financial Instruments

The Company's financial instruments consist of cash, prepaid
expenses, accounts payable and due to related party. Unless otherwise noted, it
is management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. The fair
values of these financial instruments approximate their carrying values, unless
otherwise noted.

Foreign Currency Translation

The financial statements are presented in United States
dollars. In accordance with Statement of Financial Accounting Standards No. 52,
Foreign Currency Translation, foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Non monetary
assets and liabilities are translated at the exchange rates prevailing at the
transaction date. Revenue and expenses are translated at average rates of
exchange during the year. Gains or losses resulting from foreign currency
transactions are included in results of operations.

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Item
7.              
Financial Statements.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Report of Independent Registered Public Accounting Firm, LBB
& Associates Ltd., LLP. for the audited financial statements as of January
31, 2008, and for the years ended January 31, 2008 and 2007 and the period from
September 27, 2004 (Inception) through January 31, 2008 is included herein
immediately preceding the audited financial statements.

Marley Coffee Inc. (Formerly Global Electronic Recovery
Corp.) (audited):

|• | Report
      of Independent Registered Public Accounting Firm, dated May 8, 2008.                                                                              
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|• | Balance
      Sheet at January 31, 2008.                                                                                                                       
|• | Statements
      of Operations for the years ended January 31, 2008 and 2007, and for the
      period from September 27, 2004 (inception) to January 31, 2008.
|• | Statement
      of Stockholders Equity (Deficit) from September 27, 2004 (inception) to
      January 31, 2008.                                                
|• | Statements
      of Cash Flows for the years ended January 31, 2008 and 2007, and for the
      period from September 27, 2004 (inception) to January 31, 2008.
|• | Notes
      to Financial Statements                                                                                                                            

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Report of Independent Registered Public Accounting Firm

To the Board of Directors of Marley Coffee Inc.
(Formerly Global Electronic Recovery Corporation) (A Development Stage
Company) Los Angeles, California



We have audited the accompanying balance sheet of Marley Coffee
Inc. (formerly Global Electronic Recovery Corporation) (the Company) as of
January 31, 2008, and the related statements of operations, stockholders' equity
(deficit), and cash flows for each of the years in the two-year period ended
January 31, 2008 and for the period from September 27, 2004 (inception) through
January 31, 2008. 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 audits.

We conducted our audits 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 audits provide 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 Marley
Coffee Inc. as of January 31, 2008, and the results of its operations and its
cash flows for each of the years in the two-year period ended January 31, 2008
and the period from September 27, 2004 (inception) through January 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 1 to the financial statements, the
Company's absence of significant revenues, recurring losses from operations, and
its need for additional financing in order to fund its projected loss in 2009
raise substantial doubt about its ability to continue as a going concern. The
2008 financial statements do not include any adjustments that might result from
the outcome of this uncertainty.



LBB & Associates Ltd., LLP

Houston, Texas May 8, 2008

---

MARLEYCOFFEE INC. (FORMERLY GLOBAL ELECTRONIC RECOVERY
CORP.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETJanuary
31, 2008

|ASSETS                                                                                                                                 |  
|-------------------------------------------------------------------------------------------------------------------------------------- | -
|                                                                                                                                       |  
|Current assets                                                                                                                         |  
|                                                                                                                                       |  
|Cash                                                                                                                                   | $
|                                                                                                                                       |  
|Prepaid expenses                                                                                                                       |  
|                                                                                                                                       |  
|Total current assets                                                                                                                   |  
|                                                                                                                                       |  
|Property and equipment, net of accumulated
      depreciation                                                                          |  
|                                                                                                                                       |  
|Total assets                                                                                                                           | $
|                                                                                                                                       |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY                                                                                             |  
|                                                                                                                                       |  
|Current liabilities                                                                                                                    |  
|                                                                                                                                       |  
|Accounts payable                                                                                                                       | $
|                                                                                                                                       |  
|Accounts payable to related party                                                                                                      |  
|                                                                                                                                       |  
|Total current liabilities                                                                                                              |  
|                                                                                                                                       |  
|STOCKHOLDERS' EQUITY:                                                                                                                  |  
|                                                                                                                                       |  
|Common stock, $.001 par value,
      1,704,287,175 shares authorized,
                 
      86,956,587 shares issued and outstanding |  
|                                                                                                                                       |  
|Additional paid-in capital                                                                                                             |  
|                                                                                                                                       |  
|Deficit accumulated during the development
      stage                                                                                 |  
|                                                                                                                                       |  
|Total Stockholders' Equity                                                                                                             |  
|                                                                                                                                       |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                             | $

See accompanying summary of accounting policies and notes to
financial statements.

---

MARLEYCOFFEE INC. (FORMERLY GLOBAL ELECTRONIC RECOVERY
CORP.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONSYears Ended January 31, 2008 and 2007 and period from September
27, 2004 (Inception) through January 31, 2008

|                                     |   | Year Ended       |   |   | Year Ended       |   |   | Inception through |  
|------------------------------------ | - | ---------------- | - | - | ---------------- | - | - | ----------------- | -
|                                     |   | January 31, 2008 |   |   | January 31, 2007 |   |   | January 31, 2008  |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|Expenses:                            |   |                  |   |   |                  |   |   |                   |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|General and administrative           | $ | 67,378           |   | $ | 13,180           |   | $ | 92,147            |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|Farming cost                         |   | 1,271            |   |   | -                |   |   | 1,271             |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|Net loss                             | $ | (68,649          | ) | $ | (13,180          | ) | $ | (93,418           | )
|                                     |   |                  |   |   |                  |   |   |                   |  
|Net loss per share:                  |   |                  |   |   |                  |   |   |                   |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|Basic and diluted                    | $ | (0.00            | ) | $ | (0.00            | ) |   |                   |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|Weighted average shares outstanding: |   |                  |   |   |                  |   |   |                   |  
|                                     |   |                  |   |   |                  |   |   |                   |  
|Basic and diluted                    |   | 86,846,614       |   |   | 81,969,696       |   |   |                   |  

See accompanying summary of accounting policies and notes to
financial statements.

---

MARLEYCOFFEE INC. (FORMERLY GLOBAL ELECTRONIC
RECOVERY CORP.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF
STOCKHOLDERS' EQUITY (DEFICIT) Periods from September 27, 2004 (Inception)
through January 31, 2008

DeficitaccumulatedAdditional
      
      
      during theCommon
        stock
      
      
      paid-in capital
      
      
      developmentShares
      
      
      Amount
      
      
      
      
      
      stage
      
      
      TotalIssuance of common stock for cash to founders
      
      71,171,487
      
      $
      71,171
      
      $
      (68,171
      )
      $
      -
      
      $
      3,000Net loss
      
      -
      
      
      -
      
      
      -
      
      
      (40
      )
      
      (40
      )Balance, January 31, 2005
      
      71,171,487
      
      
      71,171
      
      
      (68,171
      )
      
      (40
      )
      
      2,960Imputed interest
      
      -
      
      
      -
      
      
      402
      
      
      -
      
      
      402Net loss
      
      -
      
      
      -
      
      
      -
      
      
      (11,549
      )
      
      (11,549
      )Balance, January 31, 2006
      
      71,171,487
      
      
      71,171
      
      
      (67,769
      )
      
      (11,589
      )
      
      (8,187
      )Issuance of common stock for cash
      
      15,660,100
      
      
      15,660
      
      
      50,350
      
      
      -
      
      
      66,010Imputed interest
      
      -
      
      
      -
      
      
      602
      
      
      -
      
      
      602Net loss
      
      -
      
      
      -
      
      
      -
      
      
      (13,180
      )
      
      (13,180
      )Balance, January 31, 2007
      
      86,831,587
      
      
      86,831
      
      
      (16,817
      )
      
      (24,769
      )
      
      45,245Issuance of common stock for cash
      
      125,000
      
      
      125
      
      
      124,875
      
      
      -
      
      
      125,000Net loss
      
      -
      
      
      -
      
      
      -
      
      
      (68,649
      )
      
      (68,649
      )Balance, January 31, 2008
      
      86,956,587
      
      $
      86,956
      
      $
      108,058
      
      $
      (93,418
      )
      $
      101,596


See accompanying summary of accounting policies and notes to
financial statements.

---

MARLEY COFFEE INC. (FORMERLY GLOBAL ELECTRONIC RECOVERY
CORP.) (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF CASH FLOWSYears Ended January 31, 2008 and 2007and the period from
September 27, 2004 (Inception) through January 31, 2008

|                                                                                 |   | Year Ended  |   |   | Year Ended  |   |   | Inception through |  
|-------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------------- | -
|                                                                                 |   | January 31, |   |   | January 31, |   |   | January 31, 2008  |  
|                                                                                 |   | 2008        |   |   | 2007        |   |   |                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |   |             |   |   |             |   |   |                   |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Net loss                                                                         | $ | (68,649     | ) | $ | (13,180     | ) | $ | (93,418           | )
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Adjustments to reconcile net deficit to
      cash used by operating activities: |   |             |   |   |             |   |   |                   |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Imputed interest on
      shareholder advance                                    |   | -           |   |   | 602         |   |   | 1,004             |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Depreciation                                                                     |   | 271         |   |   | -           |   |   | 271               |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Net change in:                                                                   |   |             |   |   |             |   |   |                   |  
|Prepaid expenses                                                                 |   | (36,207     | ) |   | -           |   |   | (36,207           | )
|Accounts payable                                                                 |   | 18,017      |   |   | (1,505      | ) |   | 18,887            |  
|Accounts payable to
      related party                                          |   | 19,588      |   |   | -           |   |   | 19,588            |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|CASH FLOWS USED IN OPERATING ACTIVITIES                                          |   | (66,980     | ) |   | (14,083     | ) |   | (89,875           | )
|                                                                                 |   |             |   |   |             |   |   |                   |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                                          |   |             |   |   |             |   |   |                   |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Property and
      equipment                                                     |   | (14,333     | ) |   | -           |   |   | (14,333           | )
|                                                                                 |   |             |   |   |             |   |   |                   |  
|CASH FLOWS USED IN INVESTING ACTIVITIES                                          |   | (14,333     | ) |   | -           |   |   | (14,333           | )
|                                                                                 |   |             |   |   |             |   |   |                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                             |   |             |   |   |             |   |   |                   |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Shareholder advances, net                                                        |   | (6,024      | ) |   | -           |   |   | -                 |  
|Proceeds from sale
      of common stock                                         |   | 125,000     |   |   | 66,010      |   |   | 194,010           |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|CASH FLOWS PROVIDED BY FINANCING                                                 |   | 118,976     |   |   | 66,010      |   |   | 194,010           |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|NET CHANGE IN CASH                                                               |   | 37,663      |   |   | 51,927      |   |   | 89,802            |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Cash, beginning of period                                                        |   | 52,139      |   |   | 212         |   |   | -                 |  
|                                                                                 |   |             |   |   |             |   |   |                   |  
|Cash, end of period                                                              | $ | 89,802      |   | $ | 52,139      |   | $ | 89,802            |  

See accompanying summary of accounting policies and notes to
financial statements.

---

MARLEY COFFEE INC.(FORMERLY GLOBAL ELECTRONIC
RECOVERY CORP.) (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL
STATEMENTSJANUARY 31, 2008

NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Marley Coffee Inc. (formerly Global Electronic Recovery Corp.)
  (the "Company") was incorporated on September 27, 2004 under the laws of Nevada
  to engage in the business of electronic waste recycling. Pursuant to a re-evaluation
  of its business plan, the Company, in October 2007 commenced producing its own
  premium organic coffee on leased farmland in the Blue Mountain region of Jamaica.
  On February 5, 2008 the Company created a subsidiary called Marley Coffee Inc.
  On February 25, 2008 the Company changed its name from Global Electronic Recovery
  Corp. to Marley Coffee Inc. when the Company merged with its subsidiary Marley
  Coffee Inc. to pursue the business of premium roasted coffee branded Marley
  Coffee.

These financial statements have been prepared on the basis of a
going concern which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. As at January 31, 2008, the
Company has incurred significant losses since inception. Because of its
recurring losses, the Company will require additional working capital to develop
its business operations.

There are no assurances that the Company will be able to either
(1) achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (2) obtain additional financing through either private placement,
public offerings and/or bank financing necessary to support the Company's
working capital requirements. No assurance can be given that additional
financing will be available, or if available, will be on terms acceptable to the
Company. If adequate working capital is not available, the Company may not renew
its operations.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash equivalents.

Agricultural Costs

Recurring agricultural costs include costs relating to
irrigation, fertilizing, seedling, utility, farming wages and other ongoing crop
and land maintenance activities. Recurring agricultural costs are capitalized as
inventory and expensed when the crops are harvested and sold. Non-recurring
agricultural costs, primarily comprising of soil and farm improvements and other
long-term crop growing costs that benefit multiple harvests, including
amortization of farm equipment are capitalized as property and equipment and
amortized over the estimated production period.

---

Deferred Marketing and Advertising Costs

Costs incurring for producing marketing and advertising products including media, production and other promotional cost are deferred until the marketing or advertising first takes place. The expenditures on advertisement production, incomplete as of
January 31, 2008, amounted to $29,685, and are included with prepaid expenses in the accompanying financial statements.

Inventories

Inventories are valued at the lower of cost or market. Costs related to inventory are determined on the first-in, first-out basis. Specific identification and average cost methods are also used primarily for certain packing materials and operating
supplies.

Property and Equipment

Property and equipment are stated at cost plus the fair value of asset retirement obligations, if any, less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of these assets. The Company
reviews long-lived assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash
flows directly associated with the asset are compared to the assets carrying amount. If this comparison indicates that there is an impairment, the amount of the impairment is calculated by comparing the carrying value to discounted expected
future cash flows or comparable market values, depending on the nature of the asset.

Farm equipment is amortized over its estimated useful life for farm production and recorded as farming costs.

Revenue Recognition

Revenue is recognized at the point title and risk of loss is transferred to the customer, collection is reasonably assured, persuasive evidence of an arrangement exists and the price is fixed or determinable. As of January 31, 2008 the Company has
not generated sales.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the balance sheet. Actual results could differ from those estimates.

Basic Loss per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Income Taxes

The asset and liability approach is used to account for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and
liabilities. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

---

Financial Instruments

The Company's financial instruments consist of cash, prepaid
expenses, accounts payable and due to related party. Unless otherwise noted, it
is management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. The fair
values of these financial instruments approximate their carrying values, unless
otherwise noted.

Foreign Currency Translation

The financial statements are presented in United States
dollars. In accordance with Statement of Financial Accounting Standards No. 52,
Foreign Currency Translation, foreign denominated monetary assets and
liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Non monetary
assets and liabilities are translated at the exchange rates prevailing at the
transaction date. Revenue and expenses are translated at average rates of
exchange during the year. Gains or losses resulting from foreign currency
transactions are included in results of operations.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on the Companys results
of operations, financial position or cash flow.

NOTE 3  PROPERTY AND EQUIPMENT

Property and equipment consist of farm expansion and farm
equipment. The farm equipment is amortized using straight-line method over their
estimated useful life of two years. The farm expansion will be amortized
beginning when the first coffee crop is ready for harvest over the then
estimated useful life.

January 31, 2008Farm
    $
    12,166Equipment
    
    2,16714,333Less: accumulated
      depreciation
    
    (271
    )$
    14,062


Depreciation expense for the years ending January 31, 2008 and
2007 is $271 and $0, respectively.

NOTE 4  RELATED PARTY TRANSACTIONS

In October 2004, a director and shareholder of the Company
advanced the Company approximately $4,000 with no specific terms of repayment.
The same advance was increased by $2,000 in January 2006. In the year ended
January 31, 2008 the entire advance of $6,024 was repaid to the shareholder.

During the year ended January 31, 2008 a director of the
Company paid $19,588 for the Companys expenditures. As of January 31, 2008 no
reimbursement was made to these advances, which are unsecured, non-interest
bearing and have no specific terms of repayment.

---

NOTE 5  SHARE CAPITAL

On October 23, 2007, the Company completed a 23 (approximate)
  for one (1) forward stock split of the Company's authorized, issued and outstanding
  shares of common stock. As a result, the Company's authorized capital increased
  from 75,000,000 to 1,704,287,175 shares of common stock with a par value of
  $0.001 each, and issued and outstanding share capital increased from 3,660,100
  shares of common stock to 86,831,587 shares of common stock.

All references in these financial statements to number of
common shares, price per share and weighted average number of common shares
outstanding prior to the 23:1 forward split have been adjusted to reflect these
stock splits on a retroactive basis, unless otherwise noted.

In December 2007, the Company issued 125,000 shares of the
Companys common stock at $1.00 per share for gross proceeds of $125,000.

NOTE 6  INCOME TAXES

The Company follows Statement of Financial Accounting Standards
Number 109 (SFAS109)"Accounting for Income Taxes." Deferred income taxes reflect
the net effect of (a) temporary difference between carrying amounts of assets
and liabilities for financial purposes and the amounts used for income tax
reporting purposes, and (b) net operating loss carry forwards. No net provision
for refundable Federal income tax has been made in the accompanying statement of
operations because no recoverable taxes were paid previously. Similarly, no
deferred tax asset attributable to the net operating loss carry forward has been
recognized, as it is not deemed likely to be realized.

The provision for Federal income tax consists of the following:

Year ended January 31, 2008
    Year ended January 31, 2007Federal income tax
      attributable to:Current operations
    $
      23,000
    $
      4,500Less, change in
      valuation allowance
    (23,000)
    (4,500)Net provision
    $          -
    $          -


The cumulative tax effect at the expected rate of 34% of
significant items comprising the Companys net deferred tax amount is as
follows:

January 31, 2008Deferred tax asset
      attributable to:Net operating loss
      carryover
    $ 32,000Valuation
      allowance
    (32,000)Net deferred tax
      asset
    $          -


---

At January 31, 2008, the Company had an unused net operating
loss carryover approximating $93,000 that is available to offset future taxable
income, which expires beginning in 2025.

NOTE 7  COMMITMENTS

On October 31, 2007 the Company entered into a farm lease
agreement with a Company owned by one of the directors, HM Estates (the
Landowner), of Chepstowe Portland Farm, Jamaica to grow coffee on a farm
situated in the Blue Mountain Coffee region of Jamaica. The term of the lease is
from February 15, 2008 to February 15, 2015, renewable with extension agreement
signed four month before the end of the lease term. The lease payment is $1,000
per year with the first payment due upon execution of the agreement (paid) and
the subsequent annual payments due on every December 15. The cost of the lease
is recorded as farming expense.

In November 2007 the Company entered into a car lease for the
benefit of one of the directors. The lease expires in October 2011 requiring
monthly payments of approximately $400 per month.

NOTE 8  CONTINGENCIES

In August 2007, the Company signed an agreement with M&A
Ventures Ltd. (M&A) for developing a business plan and marketing
strategies and related services. Total fees for the services are CAN $50,000
payable in two installments of CAN $25,000, with the first installment payable
upon signing the agreement (paid), and the second and final installment payable
upon completion and presentation of the business plan.

However, management deemed M&As delivered product to be
deficient and declined to pay the outstanding balance of CAN $23,556, for which
M&A filed a claim against the Company in the British Columbia Small Claims
Court in Canada.

The Company has defended the action and asserted a counterclaim
seeking the return of CAN $25,000 already paid to M&A.

The case is scheduled for mediation on June 10, 2008. If the
matter is not resolved at the mediation it will be set for trial. Management
will defend the claim by M&A vigorously and pursue the counterclaim against
M&A.

The outcome of the issue is very difficult to determine. If
M&A is successful, it will be entitled to up to CAN $23,556. If the Company
is successful, it will be entitled to judgment of up to CAN $25,000. Management
has not recognized any expense that might be incurred in connection with an
unfavorable outcome, as they are not able to assess the likelihood of such an
outcome.

NOTE 9  SUBSEQUENT EVENT

In February 2008 the Company received $125,000 as subscription
for private placement of 125,000 shares of the Companys common stock at $1.00
per share.

On April 30, 2008 David ONeill transferred 13,660,099 common
shares to Rohan Marley for no consideration. On April 30, 2008 David ONeill
transferred 3,000,000 common shares to Shane Whittle for cash consideration of
$20,000. On April 30, 2008 David ONeill returned 55,171,409 common shares to
the treasury of the Company for no consideration.

---

Item
8.              
Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.

None

Item
8A.             Controls
and Procedures.

Managements Annual Report on Internal Control over
Financial Reporting

Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles, and
includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of our
assets;

(2) Provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorization of our management and
directors; and

(3) Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.

Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives because of its
inherent limitations. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company.

Management has used the framework set forth in the report
entitled Internal Control-Integrated Frameworkpublished by the Committee
of Sponsoring Organizations of the Treadway Commission, known as COSO, to
evaluate the effectiveness of our internal control over financial reporting.
Based on this assessment, management has concluded that our internal control
over financial reporting was effective as of December 31, 2007.

This Annual Report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the SEC that permit us to provide only
managements report in this Annual Report.

There has been no change in our internal controls over
financial reporting during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.

Item
8B.            
Other Information

None.

---

PART III

Item
9.              
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section16 (a) of the Exchange Act.

Directors and Executive Officers, Promoters and Control
Persons

Our directors, executive officers and other significant
employees, their ages, positions held and duration each person has held that
position, are as follows:

Name
    Position Held with the Company
    Age
    Date First Elected or AppointedDavid
      O'Neill
    President, Treasurer, Secretary & Director
    44
    September 27, 2004Shane
      Whittle
    Director
    33
    August 22, 2007Rohan Marley
    Director
    33
    March 7, 2008


Business Experience

The following is a brief account of the education and business
experience of each director, executive officer and key employee during at least
the past five years, indicating each person's principal occupation during the
period, and the name and principal business of the organization by which he or
she was employed.

David O'Neill, President, Treasurer, Secretary and Director

David O'Neill has been our President, Secretary and a member of
our board of directors since inception.

From 2001 through to 2003 Mr. O'Neill was a sales consultant at
Vancouver Auto BMW. From 2003 to 2005 Mr. O'Neill was a sales consultant with
Carter Honda Motorsports. Mr. O'Neill graduated from Mount Royal College in
Calgary, Alberta with a diploma in Business Administration in 1989.

Shane Whittle, Director

Mr. Whittle is currently the CEO of Privatekits.com a provider
of health diagnostic kits and the President of Whittle Investments, areal estate
development company.

Rohan Marley, Director

Rohan Marley is the son of late reggae artist Bob Marley. Rohan
Marley is heavily involved in all of the family businesses including 56 Hope
Road Music, Bob Marley Music, Zion Rootswear as well as various land and resort
holdings across the globe. Rohan Marley founded Tuff Gong Clothing in 2004.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                     

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| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Commission or the Commodity Futures Trading Commission
      to have violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                           

Audit Committee Financial Expert

Our Board of Directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 401(e) of Regulation S-B, and is independent" as the
term is used in Item 7(d)(3)(iv) of Schedule 14Aunder the Securities Exchange
Act of 1934, as amended.

We believe that the members of our Board of Directors are collectively
  capable of analyzing and evaluating our financial statements and understanding
  internal controls and procedures for financial reporting. In addition, we believe
  that retaining an independent director who would qualify as an audit committee
  financial expert" would be overly costly and burdensome and is not warranted
  in our circumstances given the early stages of our development and the fact
  that we have generated limited revenues to date.

Code of Ethics

Effective October 30, 2005, our company's board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our companys president (being our principal executive officer) and our
companys secretary (being our principal financial and accounting officer and
controller), as well as persons performing similar functions. As adopted, our
Code of Business Conduct and Ethics sets forth written standards that are
designed to deter wrongdoing and to promote:

| | 1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| | 4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| | 5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

Our Code of Business Conduct and Ethics requires, among other
things, that all of our company's personnel shall be accorded full access to our
president and secretary with respect to any matter which may arise relating to
the Code of Business Conduct and Ethics. Further, all of our company's personnel
are to be accorded full access to our company's board of directors if any such
matter involves an alleged breach of the Code of Business Conduct and Ethics by
our president or secretary.

In addition, our Code of Business Conduct and Ethics emphasizes
  that all employees, and particularly managers and/or supervisors, have a responsibility
  for maintaining financial integrity within our company, consistent with generally
  accepted accounting principles, and federal, provincial and state securities
  laws. Any employee who becomes aware of any incidents involving financial or
  accounting manipulation or other irregularities, whether by witnessing the incident
  or being told of it, must report it to his or her immediate supervisor or to
  our company's president or secretary. If the incident involves an alleged breach
  of the Code of Business Conduct and Ethics by the president or secretary, the
  incident must be reported to any member of our board of directors. Any failure
  to report such inappropriate or irregular conduct of others is to be treated
  as a severe disciplinary matter. It is against our company policy to retaliate
  against any individual who reports in good faith the violation or potential
  violation of our company's Code of Business Conduct and Ethics by another

Our Code of Business Conduct and Ethics is filed
herewith with the Securities and Exchange Commission as Exhibit 14.1 to this
annual report. We will provide a copy of the Code of Business Conduct and Ethics
to any person without charge, upon request. Requests can be sent to: Marley
Coffee Inc., Suite 321 357 South Fairfax Avenue, Los Angeles California 90036.

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Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires our executive officers and directors and persons who own more
than 10% of registered class of our equity securities to file with the
Securities and Exchange Commission initial statements of beneficial ownership,
reports of changes in ownership and annual reports concerning their ownership of
our common stock and other equity securities, on Forms 3, 4 and 5 respectively.
Executive officers, directors and greater than 10% shareholders are required by
the Securities and Exchange Commission regulations to furnish us with copies of
all Section 16(a) reports they file.

To the best of our knowledge, all executive officers, directors
and greater than 10% shareholders filed the required reports in a timely manner.

Item
10.            
Executive Compensation.

Neither of our executive officers received any cash or other
compensation during the fiscal years ended January 31, 2008 and 2007.

There were no grants of stock options or stock appreciation
rights made during the fiscal years ended January 31, 2007 and 2007 to our
executive officers and directors. There were no stock options outstanding as at
January31, 2008. To date, we have not granted stock options or stock
appreciation rights to any of our employees, consultants, directors or executive
officers.

We intend to continue to pay consulting fees to our directors
and officers in the future as we determine necessary. In addition, we intend to
compensate our directors in the future with stock options to purchase common
shares as awarded by our board of directors or (as to future stock options) a
compensation committee that may be established. Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. Our board of
directors may also award special remuneration to any director undertaking any
special services on our behalf other than services ordinarily required of a
director. No director received and/or accrued any compensation for their
services as a director, including committee participation and/or special
assignments.

There are no formal management agreements with our directors or
executive officers.

We have no plans or arrangements in respect of remuneration received
  or that may be received by our executive officers to compensate such officers
  in the event of termination of employment (as a result of resignation, retirement,
  change of control) or a change of responsibilities following a change of control,
  where the value of such compensation exceeds $60,000 per executive officer.

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

Item
11.            
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.

Beneficial Ownership

The following table sets forth, as of May 15, 2008, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known to us to be the beneficial owner of 5% of our common
shares, and by each of our officers and directors. Each person has sole voting
and investment power with respect to the common shares, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the common
shares, except as otherwise indicated.

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Name and Address
      of Beneficial Owner
    Amount and Nature of Beneficial Ownership
    Percentage of Class(1)Rohan Marley
    12,635,592 common shares
    39%Shane Whittle
    3,000,000 common shares
    9%Directors and Officers (as a group)
    15,635,592 common shares
    48%


(1)        Based on 32,
570,198 shares outstanding as of May 15, 2008.

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.

Item
12.            
Certain Relationships and Related Transactions.

None.

Item
13.            
Exhibits.

Exhibits required by Item 601 of Regulation S-B

|(3)  | **Articles
        of Incorporation and By-laws**                                                                                            
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                              
|3.1  | Articles of
        Incorporation (incorporated by reference from our Registration Statement
        on Form SB- 2, filed on August 3, 2005).
|     |                                                                                                                                              
|3.2  | Bylaws (incorporated
        by reference from our Registration Statement on Form SB-2, filed on August
        3, 2005).                    
|     |                                                                                                                                              
|(31) | Section302
        Certification                                                                                                             
|     |                                                                                                                                              
|31.1 | Certification
        of David O'Neill.                                                                                                      
|     |                                                                                                                                              
|31.2 | Certification of David O'Neill.                                                                                                              
|     |                                                                                                                                              
|(32) | Section906
        Certification                                                                                                             
|     |                                                                                                                                              
|32.1 | Certification
        of David O'Neill.                                                                                                      

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Item
14.            
Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed by LBB & Associates Ltd., LLP for
professional services rendered for the audit of our annual financial statements
included in our Annual Report on Form 10-KSB for the fiscal year ended January
31, 2008 are estimated to be $9,500.

Audit Related Fees

For the fiscal year ended January 31, 2008, the aggregate fees
billed for assurance and related services by LBB & Associates Ltd., LLP
relating to the performance of the audit of our financial statements which are
not reported under the caption "Audit Fees" above, was $0.

Tax Fees

For the fiscal year ended January 31, 2008, the aggregate fees
billed by LBB & Associates Ltd., LLP for other non-audit professional
services, other than those services listed above, totaled $0.

We do not use LBB & Associates Ltd., LLP for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing
services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before LBB & Associates Ltd., LLP is engaged
by us to render any auditing or permitted non-audit related service, the
engagement be:

- approved by our audit committee (which consists of entire Board of
  Directors); or
- entered into pursuant to pre-approval policies and procedures established
  by the audit committee, provided the policies and procedures are detailed as
  to the particular service, the audit committee is informed of each service,
  and such policies and procedures do not include delegation of the audit
  committee's responsibilities to management.

The audit committee pre-approves all services provided by our
independent auditors. The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were pre-approved. However, all of
the above services and fees were reviewed and approved by the audit committee
either before or after the respective services were rendered.

The audit committee has considered the nature and amount of
fees billed bulb & Associates, L.L.P and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
LBB &Associates Ltd., LLPs independence.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

MARLEY COFFEE INC.

By: /s/David
O'NeillDavid
O'Neill, President, Treasurer, Secretary and Director 
  Date: May 15, 2008

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By: /s/David
O'NeillDavid
O'Neill, President, Treasurer, Secretary and Director (Principal Executive
Officer) 
  Date: May 15, 2008

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