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  April 30,
2009
  [   ] 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.)
  375
      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 June 10, 2009.
  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
 
 
 April
      30,2009
                  (Unaudited)
                
                
                January
      31, 2009ASSETSCurrent
      assetsCash
                
                $
                375
                
                
                $
                8,197Prepaid
      expenses
                
                
                -
                
                
                
                5,600Total
      current assets
                
                
                375
                
                
                
                13,797Property
      and equipment, net of accumulated depreciation
                
                
                83,436
                
                
                
                76,750Total
      assets
                
                $
                83,811
                
                
                $
                90,547LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                
                $
                6,845
                
                
                $
                5,685Accounts
      payable to related party
                
                
                19,869
                
                
                
                11,452Shareholder
      advances
                
                
                5,000
                
                
                
                -Total
      current liabilities
                
                
                31,714
                
                
                
                17,137Total
      liabilities
                
                
                31,714
                
                
                
                17,137STOCKHOLDERS'
      EQUITY:Common
      stock, $.001 par value, 1,704,287,175 shares authorized,32,570,198 shares issued and
      outstandingas of April 30 and January 31,
      2009, respectively
                
                
                32,570
                
                
                
                32,570Additional
      paid-in capital
                
                
                334,944
                
                
                
                334,944Deficit
      accumulated during the development stage
                
                
                (315,417
                )
                
                
                (294,104
                )Total
      stockholders' equity
                
                
                52,097
                
                
                
                73,410TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                83,811
                
                
                $
                90,547
 See
accompanying notes to financial statements.
 F-1
 MARLEY COFFEE
      INC.(A DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF
      OPERATIONSThree Months Ended April 30,
      2009 and 2008and period from September 27,
      2004 (Inception) through April 30, 2009(Unaudited)
 
 Three
      Months
                
                
                Three
      Months
                
                
                InceptionEnded
                
                
                Ended
                
                
                throughApril 30, 2009
                
                
                April 30, 2008
                
                
                April 30, 2009Expenses:General
      and administrative
                
                $
                21,042
                
                
                $
                20,571
                
                
                $
                310,792Farming
      cost
                
                
                271
                
                
                
                271
                
                
                
                4,625Net
      loss
                
                $
                (21,313
                )
                
                $
                (20,842
                )
                
                $
                (315,417
                )Net
      loss per share:Basic
      and diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding:Basic
      and diluted
                
                
                32,570,198
                
                
                
                85,745,223
 
 See
accompanying notes to financial statements.
 F-2
  MARLEY COFFEE
      INC.(A DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF CASH
      FLOWSThree Months Ended April 30,
      2009 and 2008and
      the period from September 27, 2004 (Inception) through April 30,
      2009(Unaudited)
 
 Three
      Months
                
                
                Three
      Months
                
                
                InceptionEnded
                
                
                Ended
                
                
                throughApril
      30,
                
                
                April
      30,
                
                
                April
      30,2009
                
                
                2008
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (21,313
                )
                
                $
                (20,842
                )
                
                $
                (315,417
                )Adjustments
      to reconcile net loss to cash used by operatingactivities:Imputed interest on shareholder advance
                
                
                -
                
                
                
                -
                
                
                
                1,004Depreciation
                
                
                456
                
                
                
                271
                
                
                
                1,995Net
      change in:Prepaid
      expenses
                
                
                5,600
                
                
                
                (11,224
                )
                
                
                -Accounts
      payable
                
                
                1,160
                
                
                
                (11,059
                )
                
                
                6,845Accounts
      payable to related party
                
                
                8,417
                
                
                
                (13,562
                )
                
                
                19,869CASH
      FLOWS USED IN OPERATING ACTIVITIES
                
                
                5,680
                
                
                
                (56,416
                )
                
                
                (285,704
                )CASH
      FLOWS FROM INVESTING ACTIVITIES :Purchase
      of property and equipment
                
                
                (7,142
                )
                
                
                (15,798
                )
                
                
                (85,431
                )CASH
      FLOWS USED IN INVESTING ACTIVITIES
                
                
                (7,142
                )
                
                
                (15,798
                )
                
                
                (85,431
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Shareholder
      advances, net
                
                
                5,000
                
                
                
                -
                
                
                
                5,000Proceeds
      from sale of common stock
                
                
                -
                
                
                
                125,000
                
                
                
                319,010Subscription
      received
                
                
                -
                
                
                
                -
                
                
                
                47,500CASH
      FLOWS PROVIDED BY FINANCING
                
                
                5,000
                
                
                
                125,000
                
                
                
                371,510NET
      INCREASE (DECREASE) IN CASH
                
                
                (7,822
                )
                
                
                52,786
                
                
                
                375Cash,
      beginning of period
                
                
                8,197
                
                
                
                89,802
                
                
                
                -Cash,
      end of period
                
                $
                375
                
                
                $
                142,588
                
                
                $
                375SUPPLEMENTAL
      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 STATEMENTS
 April
30, 2009
 (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-K. 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, 2009 as reported in Form 10-K, 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.
 
 NOTE
2 – PROPERTY AND EQUIPMENT
 
 Property
and equipment consist of farm improvements and farm equipment. The farm
equipment is amortized using straight-line method over their estimated useful
life of two years. The farm improvements will be amortized beginning when the
first coffee crop is ready for harvest over the then estimated useful
life.
 
 
 April
      30, 2009
                                    
                                    
                                    January
      31, 2009Farm
      improvements
                                    
                                    $
                                    81,047
                                    
                                    
                                    $
                                    73,905Equipment
                                    
                                    
                                    4,384
                                    
                                    
                                    
                                    4,38485,431
                                    
                                    
                                    
                                    78,289Less:
      accumulated depreciation
                                    
                                    
                                    (1,995
                                    )
                                    
                                    
                                    (1,539
                                    )$
                                    83,436
                                    
                                    
                                    $
                                    76,750
 
 Depreciation
expense for the three months ending April 30, 2009 and 2008 is $456 and $271,
respectively.
 
 
 NOTE
3 – RELATED PARTY TRANSACTIONS
 
 During
the three months ended April 30, 2009  a director advanced $8,417 to
the Company, increasing the balance owed to this director to $19,869 at April
30, 2009.
 
 The
advance is unsecured, non-interest bearing and has no specific terms of
repayment.
 
 NOTE
4 – SHAREHOLDER ADVANCES
 
 During
the three months ended April 30, 2009 a shareholder of the Company advanced
$5,000 to the Company. The advance is unsecured, non-interest bearing and has no
specific terms of repayment.
  NOTE
5 – SHARE CAPITAL
 
 In
November 2008 the Company received $47,500 as subscription for private placement
of 38,000 shares of the Company’s common stock at $1.25 per share. The related
common shares were not issued by April 30, 2009.
  NOTE
6 – SUBSEQUENT EVENT
 
 In June
2009, our former Director, David O’Neill, and Rohan Marley entered into a Stock
Transfer Agreement whereby Mr. Marley transferred his
12,635,592  shares of common stock in the Company, representing 38.7%
of the Company’s outstanding shares of common stock, to David
O’Neill.
  As a
result of the Closing, Mr. O’Neill obtained control of approximately 38.7% of
the Company’s voting shares.
 F-4
 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. 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.”
 
 Current
Business Operations
 Marley
Coffee
 -2-
 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 375 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 April 30, 2010.
 
 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 did
not purchase any equipment for the farm we lease in Jamaica during the current
fiscal period.
 -3-
 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 $315,417
and also an accumulated deficit of $315,417. 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.
  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.
 -4-
 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 April 30, 2009 we
had cash in the amount of $375. 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.
 -5-
 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.
  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.
  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:
 -6-
 Estimated Funding Required
During the Next Twelve Months
 
 General
      and Administrative
                  
                  $
                  55,000OperationsMarketing/Advertising
                    Leasehold
      Improvements
                  
                  $
                    $
                  25,000
                    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 April
30, 2009, there was negative working capital of $31,339.
  At April
30, 2009, our total assets were $83,811, which consisted of cash of $375 and
property of $83,436.
  At April
30, 2009, our total current liabilities were $31,714.
  For the
three months ended April 30, 2009, we incurred expenditures of $21,313 and
posted losses of $21,313. For the three months ending April 30, 2008, we
incurred expenditures of $20,842 and posted losses of $20,842.  From
inception to April 30, 2009, we incurred losses of $315,417. The principal
components of the losses since inception through April 30, 2009 were
administrative  and farm expenses.
  At April
30, 2009, we had cash on hand of $375  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.
  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.  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.  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 April 30, 2009.  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.
 -7-
 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 to our internal controls over financial reporting during
the most recent fiscal quarter.
  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.
  Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds
  None
  Item
3.  Defaults Upon Senior Securities
  None
  Item
4.  Submission of Matters to a Vote of Security Holders
  None
  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 Certification32.1
                  Section
      906 Certification
 -8-
 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:   June
      15, 2009
                Shane
      Whittle, President, Treasurer and CEO (Principal Executive
      Officer)
 -9-