UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




Form
10-Q




(Mark
One)




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




For the
quarterly period ended  October
31, 2008




[   ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT




For the
transition period from __________ to __________




Commission
file number  000-52161




MARLEY
      COFFEE
  INC.(Exact
      name of small business issuer as specified in its
  charter)
  Nevada(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)
 357
      South Fairfax Avenue Suite
      321, Los Angeles, California 90036(Address
      of principal executive offices)323-316-3456(Issuer's
      telephone number)N/A(Former
      name, former address and former fiscal year, if changed since last
      report)






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 [   ]







Large
      accelerated filer   ̈
                Accelerated
      filer   ̈Non-accelerated
      filer   “ (Do not check if a smaller reporting
      company)
                Smaller
      reporting
company  X







APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS




Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a
court.     Yes [   ]     No 
[   ]




APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date:  32,570,198 common shares issued and
outstanding as of December15, 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 [  ]





MARLEY
COFFEE INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS





October
      31, 2008
            
            
            January
      31, 2008(Unaudited)ASSETSCurrent
      assetsCash
            
            $
            10,884
            
            
            $
            89,802Prepaid
      expenses
            
            
            78,094
            
            
            
            36,207Total
      current assets
            
            
            88,978
            
            
            
            126,009Property
      and equipment, net of accumulated depreciation
            
            
            74,140
            
            
            
            14,062Total
      assets
            
            $
            163,118
            
            
            $
            140,071LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
            
            $
            1,500
            
            
            $
            18,887Accounts
      payable to related party
            
            
            9,026
            
            
            
            19,588Total
      current liabilities
            
            
            10,526
            
            
            
            38,475Total
      liabilities
            
            
            10,526
            
            
            
            38,475Commitments
      and ContingenciesSTOCKHOLDERS'
      EQUITY:Common
      stock, $.001 par value, 1,704,287,175 shares authorized,32,570,198 and 86,956,587shares
      issued and outstandingas of October 31, 2008 and
      January 31, 2008, respectively
            
            
            32,570
            
            
            
            86,956Additional
      paid-in capital
            
            
            287,444
            
            
            
            108,058Deficit
      accumulated during the development stage
            
            
            (167,422
            )
            
            
            (93,418
            )Total
      Stockholders' Equity
            
            
            152,592
            
            
            
            101,596TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            163,118
            
            
            $
            140,071





See
accompanying notes to financial statements.


F-1


MARLEY COFFEE
      INC.(A DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF
      OPERATIONSThree and Nine Months Ended
      October 31, 2008 and 2007and period from September 27,
      2004 (Inception) through October 31, 2008(Unaudited)





Three
              Months
            
            
            Three
              Months
            
            
            Nine
              Months
            
            
            Nine
              Months
            
            
            InceptionEnded
            
            
            Ended
            
            
            Ended
            
            
            Ended
            
            
            throughOctober
      31, 2008
            
            
            October
      31, 2007
            
            
            October
      31, 2008
            
            
            October
      31, 2007
            
            
            October
      31, 2008Expenses:General
      and administrative
            
            $
            17,903
            
            
            $
            24,509
            
            
            $
            73,191
            
            
            $
            46,044
            
            
            $
            165,338Farming
      cost
            
            
            271
            
            
            
            -
            
            
            
            813
            
            
            
            -
            
            
            
            2,084Net
      loss
            
            $
            (18,174
            )
            
            $
            (24,509
            )
            
            $
            (74,004
            )
            
            $
            (46,044
            )
            
            $
            (167,422
            )Net
      loss per share:Basic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            32,570,198
            
            
            
            86,831,589
            
            
            
            50,033,710
            
            
            
            86,831,589





See
accompanying notes to financial statements.


F-2


MARLEY COFFEE
      INC.(A DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF CASH
      FLOWSNine Months Ended October 31,
      2008 and 2007and the period from September
      27, 2004 (Inception) through October 31, 2008(Unaudited)





Nine
              Months
            
            
            Nine
              Months
            
            
            InceptionEnded
            
            
            Ended
            
            
            throughOctober
      31,
            
            
            October
      31,
            
            
            October
      31,2008
            
            
            2007
            
            
            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (74,004
            )
            
            $
            (46,044
            )
            
            $
            (167,422
            )Adjustments
      to reconcile net loss to cash used by operatingactivities:Imputed interest on shareholder advance
            
            
            -
            
            
            
            -
            
            
            
            1,004Depreciation
            
            
            813
            
            
            
            -
            
            
            
            1,084Net
      change in:Prepaid
      expenses
            
            
            (41,887
            )
            
            
            -
            
            
            
            (78,094
            )Accounts
      payable
            
            
            (17,387
            )
            
            
            130
            
            
            
            1,500Accounts
      payable to related party
            
            
            (10,562
            )
            
            
            -
            
            
            
            9,026CASH
      FLOWS USED IN OPERATING ACTIVITIES
            
            
            (143,027
            )
            
            
            (45,914
            )
            
            
            (232,902
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
            
            
            (60,891
            )
            
            
            -
            
            
            
            (75,224
            )CASH
      FLOWS USED IN INVESTING ACTIVITIES
            
            
            (60,891
            )
            
            
            -
            
            
            
            (75,224
            )CASH
      FLOWS FROM FINANCING ACTIVITIESShareholder
      advances, net
            
            
            -
            
            
            
            (6,024
            )
            
            
            -Proceeds
      from sale of common stock
            
            
            125,000
            
            
            
            125,000
            
            
            
            319,010CASH
      FLOWS PROVIDED BY FINANCING
            
            
            125,000
            
            
            
            118,976
            
            
            
            319,010NET
      INCREASE (DECREASE) IN CASH
            
            
            (78,918
            )
            
            
            73,062
            
            
            
            10,884Cash,
      beginning of period
            
            
            89,802
            
            
            
            52,139
            
            
            
            -Cash,
      end of period
            
            $
            10,884
            
            
            $
            125,201
            
            
            $
            10,884SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -





See
accompanying notes to financial statements.


F-3


MARLEY COFFEE
      INC.(A DEVELOPMENT STAGE
      COMPANY)NOTES TO FINANCIAL
      STATEMENTSOctober 31,
      2008(Unaudited)








NOTE
1 - BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of Marley Coffee Inc. (the
"Company") have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's registration
statement filed with the SEC on Form 10-KSB. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the
most recent fiscal year January 31, 2008 as reported in Form 10-KSB, have been
omitted.





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. The Company commenced producing its own premium organic coffee from the
Blue Mountain region of Jamaica.








NOTE
2 – PROPERTY AND EQUIPMENT





Property
and equipment consists 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.





October
      31, 2008(Unaudited)
            
            January
      31, 2008Farm
            $
            73,057
            
            $
            12,166Equipment
            
            2,167
            
            
            2,16775,224
            
            
            14,333Less:
      accumulated depreciation
            
            (1,084
            )
            
            (271
            )$
            74,140
            
            $
            14,062





Depreciation
expense for the nine months ending October 31, 2008 and 2007 is $813 and $0,
respectively.








NOTE
3 – 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. At
January 31, 2008, $19,588 was owed to a director of the Company for the
Company’s expenditures. During the nine months ended October 31, 2008 $13,562
was repaid to this director and a further $3,000 was advanced to the Company by
this director, reducing the amount owed to this director at October 31, 2008 to
$9,026. The advance is unsecured, non-interest bearing and has no specific terms
of repayment.


F-4


NOTE
4 – SHARE CAPITAL





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.
The related common shares were issued in May, 2008.





During
the period ended October 31, 2008, David O’Neill transferred 13,660,099 common
shares to Rohan Marley for no consideration, and transferred 3,000,000 common
shares to Shane Whittle for cash consideration of $20,000. During the same
period Rohan Marley transferred 1,026,507 shares to Jonathan Forster for no
consideration. Also during the period ended October 31, 2008, David O’Neill
returned 54,511,389 common shares to the treasury of the Company for no
consideration.  These shares were cancelled.








NOTE
5 – 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. In September, 2008, this lease is revised to
be extended to February 14, 2018. 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
6 – 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 $45,558 (CAN $50,000) payable in two installments of
$22,779 (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 $22,779 (CAN$25,000), 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 $24,425 (CAN $25,000) already paid to M&A. On June 10, 2008, the parties
attended a mediation. No settlement was reached at the mediation however the
parties are continuing in settlement discussions. 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 $24,425 (CAN$25,000). If the
Company is successful, it will be entitled to judgment of up to $24,425 (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.




The
proceeding was settled in September 2008.  M&A dismissed its claim
of  $24,000CDN against the Company and the Company dismissed its claim
for $25,000 against M&A.  The Company is not required to make any
further payments to the M&A.




NOTE 7 -- SUBSEQUENT
EVENTS




In
December 2008 the Company received $50,000 as subscription proceeds for private
placement of 40,000 shares of the Company's common stock at $1.25 per
share.  The related common shares have not yet been
issued.


F-5


2.  Management's Discussion and Analysis or Plan of
Operation.




FORWARD-LOOKING
STATEMENTS




This
quarterly 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 conformity with generally accepted accounting principles in the United States
of America for interim financial statements.  The following discussion
should be read in conjunction with our financial statements and the related
notes that appear elsewhere in this quarterly report.




As used
in this quarterly report, the terms "we", "us", "our company", and "Marley" mean
Marley Coffee Inc., unless otherwise indicated.  All dollar amounts
refer to US dollars 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.





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.





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 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.”




We are
currently growing coffee on our leased property in the Blue Mountain region of
Jamaica.  We intend to sell our coffee online and at select retail
outlets.  In addition we will offer single origin coffees and a unique line
of organic blended coffees from the top coffee producing regions of the world
including Ethiopia.


-2-


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 resources4.
            Continue
      the resuscitation of existing coffee trees and restoration of
      location-specific optimal planting density5.
            Conduct
      research into sustainable organic agronomic practices and novel marketable
      coffee blends6.
            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 (323) 316-3456 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 October 31, 2009.





Employees





Currently,
we have 5 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.




Purchase
or Sale of Equipment
  We
purchased approximately $61,000 worth of equipment for the farm we lease in
Jamaica.
 
 Plan
of Operations - Next 12 Months
  We have
commenced limited operations, and have generated no revenue to
date.  We are still a development stage
corporation.


3




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
            
            $
            55,000OperationsMarketing/Advertising
            
            
            25,000Leasehold
      Improvements
            
            
            70,000Working
      Capital
            
            
            50,500Total
            
            $
            200,500




Financial
Condition, Liquidity and Capital Resources




Our
principal capital resources have been through issuance of common stock and
shareholder loans.




At
October 31, 2008, there was working capital of $78,452.




At
October 31, 2008, our total assets were $163,118, which consisted of cash of
$10,884, prepaid expenses of $78,094 and Property of $74,140.




At
October 31, 2008, our total current liabilities were $10,526.




For the
nine months ended October 31, 2008, we incurred expenditures of $74,004 and
posted losses of $74,004. For the nine months ending October 31, 2007, we
incurred expenditures of $46,044 and posted losses of $46,044.  From
inception to October 31, 2008, we incurred losses of $167,422. The principal
components of the losses since inception through October 31, 2007 were
administrative  and farm expenses.




For the
three months ended October 31, 2008, we incurred expenditures of $18,174 and
posted losses of $18,174. For the three months ending October 31, 2007, we
incurred expenditures of $24,509 and posted losses of $24,509.  From
inception to October 31, 2008, we incurred losses of $167,422. The principal
components of the losses since inception through October 31, 2007 were
administrative  and farm expenses.




At
October 31, 2008, we had cash on hand of $10,884.  We will require
additional financing before we generate significant revenues. We intend to raise
the capital required 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.




In
December 2008 the Company received $50,000 as subscription proceeds for a
private placement of 40,000 shares of the Company's common stock at $1.25 per
share.  The related common shares have not yet been issued.







APPLICATION
OF CRITICAL ACCOUNTING POLICIES




Our
unaudited financial statements and accompanying notes have been prepared in
conformity with generally accepted accounting principles in the United States of
America for interim financial statements.


4


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.




Item 3.  Quantitative and
Qualitative Disclosures About Market Risk.








Item 4.  Controls
and Procedures.




As
required by Rule 13a-15 under the Exchange Act, we have carried out an
evaluation of the effectiveness of the design and operation of our company's
disclosure controls and procedures as of the end of the period covered by this
quarterly report, being October 31, 2008.  This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's president and chief executive
officer.  Based upon that evaluation, our company's president and
chief executive officer concluded that our company's disclosure controls and
procedures are effective as at the end of the period covered by this
report.  There have been no significant changes in our company's
internal controls or in other factors, which could significantly affect internal
controls subsequent to the date we carried out our evaluation.




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our company's reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms.  Disclosure controls and procedures
include, without limitation, controls and procedures  designed to
ensure that information required to be disclosed in our company's reports filed
under the Exchange Act is accumulated and communicated to management, including
our company's president and chief executive officer as appropriate, to allow
timely decisions regarding required disclosure.




There
have been no changes in internal controls over financial reporting since the end
of the 2008 fiscal year.




PART
II  -  OTHER INFORMATION




Item 1.  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.





In the
matter of M&A Ventures
Ltd. V. Marley Coffee Inc., et al Provincial Court Registry File No.
0819736 the proceeding was settled in September 2008.  The
Plaintiff dismissed its claim of  $24,000CDN against us
and  we dismissed our claim for $25,000 against the
Plaintiff.




Item 1A. Risk Factors




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 $167,422
and also an accumulated deficit of $167,422. 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.
 5
 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.
  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 October 31, 2008
we had cash in the amount of $10,884. 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 document.
 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 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.
 6
 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
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.  Unregistered Sales of Equity Securities and Use of
Proceeds




In
December 2008 the Company received $50,000 as subscription proceeds for private
placement of 40,000 shares of the Company's common stock at $1.25 per
share.  The related common shares have not yet been
issued.


Item
3.  Defaults Upon Senior Securities




None




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




None


7


Item
5.  Other Information




None




Item 6.  Exhibits.




Exhibits
required by Item 601 of Regulation S-B





ExhibitNumber
            Description3.1
            Articles
      of Incorporation (incorporated by reference from our Registration
      Statement on Form SB-2, filed on August 3, 2005).3.2
            By-laws
      (incorporated by reference from our Registration Statement on Form SB-2,
      filed on February 4, 2003).4.1
            Specimen
      Stock Certificate (incorporated by reference from our Registration
      Statement on Form SB-2, filed on August 3, 2005).31.1
            Section
      302 Certification31.2
            Section
      302 Certification32.1
            Section
      906 Certification








SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





MARLEY
      COFFEE INC./s/
      Shane
    WhittleDate:   December
      14, 2008
            Shane
      Whittle, President, Treasurer and CEO (Principal Executive
      Officer)


8