UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

                                   FORM 10-QSB

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

      For the quarterly period ended April 30, 2001

                                       OR

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

      For the transition period from ____________ to _______________.

                           Commission file No. _______

                            COFFEE HOLDING CO., INC.

             (Exact name of registrant as specified in its charter)

                Nevada                                  11-2238111
    (state or other jurisdiction of                   (IRS employer
     incorporation or organization)               identification number)

4401 First Avenue, Brooklyn, New York                     11232
(address of principal executive offices)               (zip code)

        Registrant's telephone number, including area code (718) 832-0800

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

                                      None
                                      ----
                                (Title of Class)
           Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                      ----
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 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___.

As of April 30, 2001 the Registrant had 3,999,650 shares of common stock, par
value $.001 per share, outstanding.


                                       1
<PAGE>

                                     PART I

                            COFFEE HOLDING CO., INC.

ITEM 1. FINANCIAL STATEMENTS


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                           PAGE
                                                                           ----

CONDENSED BALANCE SHEETS
     APRIL 30, 2001 AND OCTOBER 31, 2000                                   F-2

CONDENSED STATEMENTS OF INCOME
     SIX AND THREE MONTHS ENDED APRIL 31, 2001 AND 2000                    F-3

CONDENSED STATEMENTS OF CASH FLOWS
     SIX MONTHS ENDED APRIL 30, 2001 AND 2000                              F-4

NOTES TO CONDENSED FINANCIAL STATEMENTS                                  F-5/6

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                       APRIL 30, 2001 AND OCTOBER 31, 2000

                                                         April        October
            ASSETS                                     30, 2001      31, 2000
            ------                                     --------      --------
                                                      (Unaudited)  (See Note 2)
Current assets:
     Cash                                             $  184,699    $  153,844
     Due from broker                                     447,451       138,555
     Accounts receivable, net of allowance for
        doubtful accounts of $200,510                  1,861,776     2,066,964
     Inventories                                       1,324,969     1,466,050
     Prepaid expenses and other current assets           167,729        68,582
                                                      ----------    ----------
           Total current assets                        3,986,624     3,893,995
Property and equipment, net                            1,744,945     1,825,648
Cash equivalents restricted under credit facility        261,038       261,038
Deposits and other assets                                  7,800        16,796
                                                      ----------    ----------
           Totals                                     $6,000,407    $5,997,477
                                                      ==========    ==========

                                 LIABILITIES AND
                              STOCKHOLDERS' EQUITY
                              --------------------

Current liabilities:
     Current portion of term loan                     $   120,000   $   114,552
     Current portion of obligations under
       capital leases                                                    46,161
     Accounts payable and accrued expenses              2,191,984     2,671,094
                                                      -----------   -----------
           Total current liabilities                    2,311,984     2,831,807
Term loan, net of current portion                         440,000        77,563
Line of credit borrowings                               2,309,767     2,617,702
Loans from related parties                                220,333       245,261
                                                      -----------   -----------
           Total liabilities                            5,282,084     5,772,333
                                                      -----------   -----------
Commitments and contingencies

Stockholders' equity:

     Preferred stock, par value $.001 per share;
        10,000,000 shares authorized; none issued              --            --
     Common stock, par value $.001 per share;
        30,000,000 shares authorized, 3,999,650
        shares issued and outstanding                       4,000         4,000
     Additional paid-in capital                           743,985       743,985
     Accumulated deficit                                  (29,662)     (522,841)
                                                      -----------   -----------
           Total stockholders' equity                     718,323       225,144
                                                      -----------   -----------
           Totals                                     $ 6,000,407   $ 5,997,477
                                                      ===========   ===========

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                         CONDENSED STATEMENTS OF INCOME
               SIX AND THREE MONTHS ENDED APRIL 30, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Six Months                Three Months
                                     Ended April 30,            Ended April 30,
                                     ---------------            ---------------
                                    2001          2000         2001         2000
                                    ----          ----         ----         ----
<S>                              <C>          <C>          <C>          <C>
Net sales                        $10,700,498  $10,065,011  $ 5,166,470  $ 4,837,226
Cost of sales                      8,130,632    8,427,225    3,978,589    4,067,711
                                 -----------  -----------  -----------  -----------
Gross profit                       2,569,866    1,637,786    1,187,881      769,515
                                 -----------  -----------  -----------  -----------
Operating expenses:
     Selling and administrative    1,338,683      927,728      724,981      413,571
     Officers' salaries              157,500      139,413       82,500       66,923
                                 -----------  -----------  -----------  -----------
        Totals                     1,496,183    1,067,141      807,481      480,494
                                 -----------  -----------  -----------  -----------
Income from operations             1,073,683      570,645      380,400      289,021

Interest expense                     164,504      148,363       47,720       71,883
                                 -----------  -----------  -----------  -----------
Income before income taxes           909,179      422,282      332,680      217,138

Provision for income taxes           416,000      157,000      151,000      109,000
                                 -----------  -----------  -----------  -----------
Net income                       $   493,179  $   265,282  $   181,680  $   108,138
                                 ===========  ===========  ===========  ===========
Basic earnings per share               $ .12        $ .07        $ .05        $ .03
                                       =====        =====        =====        =====
Basic weighted average common
     shares outstanding            3,999,650    3,999,650    3,999,650    3,999,650
                                 ===========  ===========  ===========  ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        2001           2000
                                                                    ------------   ------------
<S>                                                                 <C>            <C>
Operating activities:
     Net income                                                     $    493,179   $    265,282
     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
        Depreciation and amortization                                    126,000        115,510
        Deferred income taxes                                            (92,000)
        Changes in operating assets and liabilities:
           Due from broker                                              (308,896)       144,817
           Accounts receivable                                           205,188        338,790
           Inventories                                                   141,081       (162,362)
           Other assets                                                    1,849         34,889
           Accounts payable and accrued expenses                        (479,110)    (1,184,564)
                                                                    ------------   ------------
               Net cash provided by (used in) operating activities        87,291       (447,638)
                                                                    ------------   ------------
Investing activities - purchases of property and equipment               (45,297)       (32,130)
                                                                    ------------   ------------
Financing activities:
     Proceeds from term loan                                             407,885
     Increase in cash equivalents restricted under credit facility                     (250,000)
     Principal payments on term loan                                     (40,000)       (43,659)
     Advances under bank line of credit                               11,617,542     11,749,757
     Repayments under bank line of credit                            (11,925,477)   (11,643,561)
     Principal payments of obligations under capital leases              (46,161)      (114,010)
     Advances from (repayments to) related parties                       (24,928)       278,861
     Capital contribution                                                               262,988
                                                                    ------------   ------------
               Net cash provided by (used in) financing activities       (11,139)       240,376
                                                                    ------------   ------------
Net increase (decrease) in cash                                           30,855       (239,392)

Cash, beginning of period                                                153,844        265,044
                                                                    ------------   ------------
Cash, end of period                                                 $    184,699   $     25,652
                                                                    ============   ============
Supplemental disclosure of cash flow data:
     Interest paid                                                  $    174,363   $    148,363
                                                                    ============   ============
     Income taxes paid                                              $     84,015
                                                                    ============
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Business activities:
      Coffee Holding Co., Inc. (the "Company") conducts wholesale coffee
      operations, including manufacturing, roasting, packaging, marketing and
      distributing roasted and blended coffees for private labeled accounts and
      its own brands, and sells green coffees. The Company's sales are primarily
      to customers that are located throughout the United States.

Note 2 - Basis of presentation:
      In the opinion of management, the accompanying unaudited condensed
      financial statements reflect all adjustments, consisting of normal
      recurring accruals, necessary to present fairly the financial position of
      the Company as of April 30, 2001, its results of operations for the six
      and three months ended April 30, 2001 and 2000 and its cash flows for the
      six months ended April 31, 2001 and 2000. Information included in the
      condensed balance sheet as of October 31, 2000 has been derived from the
      Company's audited balance sheet included in the Company's Annual Report on
      Form 10-K for the year ended October 31, 2000 (the "Form 10-K") previously
      filed with the Securities and Exchange Commission (the "SEC"). Pursuant to
      accounting principles generally accepted in the United States of America
      and the rules and regulations of the SEC for interim financial statements,
      certain information and disclosures normally included in financial
      statements prepared in conformity with accounting principles generally
      accepted in the United States of America have been condensed or omitted
      from these financial statements unless significant changes have taken
      place since the end of the most recent fiscal year. Accordingly, these
      unaudited condensed financial statements should be read in conjunction
      with the audited financial statements and the other information in the
      Form 10-K.

      Operating results for the six and three months ended April 30, 2001 are
      not necessarily indicative of the results that may be expected for the
      year ending October 31, 2001.

Note 3 - Inventories:
      Inventories at April 30, 2001 and October 31, 2000 consisted of the
      following:

                                             April              October
                                           30, 2001            31, 2000
                                          ----------          ----------
      Packed coffee                       $  335,512          $  280,764
      Green coffee                           536,776             813,320
      Packaging supplies                     452,681             371,966
                                          ----------          ----------
         Totals                           $1,324,969          $1,466,050
                                          ==========          ==========


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 - Hedging:
      The Company uses options and futures contracts to partially hedge the
      effects of fluctuations in the price of green coffee beans. Options and
      futures contracts are marked to market with current recognition of gains
      and losses on such positions. The Company does not defer such gains and
      losses since its positions are not considered hedges for financial
      reporting purposes. The Company's accounting for options and futures
      contracts may increase earnings volatility in any particular period.

      At April 30, 2001, the Company held options (generally with terms of two
      months or less) covering an aggregate of 1,875,000 pounds of green coffee
      beans at prices ranging from $.60 to $.62 per pound. The fair market value
      of these options, which was obtained from a major financial institution,
      was $69,150 at April 30, 2001.

      The Company also holds futures contracts with longer terms (generally
      three to four months) primarily for the purpose of guaranteeing an
      adequate supply of green coffee. At April 30, 2001, the Company held a
      futures contract for the purchase of 2,062,500 pounds of coffee at an
      average price of $.62 per pound for the July 2001 contract. The market
      price of coffee applicable to such contracts was $.645 per pound at that
      date.

Note 5 - Earnings per share
      The Company presents "basic" and, if applicable, "diluted" earnings per
      common share pursuant to the provisions of Statement of Financial
      Accounting Standards No. 128, "Earnings per Share". Diluted earnings per
      share have not been presented because the Company had no potentially
      dilutive securities outstanding during the six and three months ended
      April 30, 2001 and 2000.

Note 6 - Major customer:
      Approximately 14% and 22% of the Company's sales were derived from one
      customer during the six months ended April 30, 2001 and 2000,
      respectively.

                                      * * *


                                      F-6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

      The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a safe harbor for forward-looking statements made by or on behalf of Coffee
Holding Co., Inc. (the "Company" or "Coffee"). Coffee and its representatives
may from time to time make written or oral forward-looking statements, including
statements contained in this report and in our other filings with the Securities
and Exchange Commission (the "SEC"). These statements use words such as
"believes", "expects", "intends", "plans", "may", "will", "should",
"anticipates" and other similar expressions. All statements which address
operating performance, events or developments that the Company expects or
anticipates will occur in the future, including statements relating to volume
growth, share of sales or statements expressing general optimism about future
operating results, are forward-looking statements within the meaning of the Act.
The forward-looking statements are and will be based on management's then
current views and assumptions regarding future events and operating performance.
We cannot assure that anticipated results will be achieved since actual results
may differ materially because of risks and uncertainties. We do not undertake to
revise these statements to reflect subsequent developments.

      The following are some of the factors that could cause actual results to
differ materially from in our forward-looking statements:

      o     the impact of rapid or persistent fluctuations in the price of
            coffee beans;
      o     fluctuations in the supply of coffee beans;
      o     general economic conditions and conditions which affect the market
            for coffee;
      o     the effects of any loss of major customers;
      o     the effects of competition from other coffee manufacturers and other
            beverage alternatives;
      o     changes in consumption of coffee; and
      o     other risks which we identify in filings with the SEC.

      You are strongly encouraged to consider these factors when evaluating
forward looking statements in this annual report. We undertake no responsibility
to update any forward-looking statements contained in this report.

Six Months Ended April 30, 2001 ("Six Months 2001") Compared to Six Months Ended
April 30, 2000 ("Six Months 2000")

      Net sales totaled $10,700,498 in the Six Months 2001, an increase of
$635,487 or 6% from $10,065,011 in the Six Months 2000. Although selling prices
in the Six Months 2001 were lower than in the Six Months 2000, the Company
increased its sales of coffee as volume sold more than offset the lower selling
prices. Retail and wholesale selling prices of coffee declined throughout the
fiscal year ended October 31, 2000 and beginning of fiscal 2001 as a result of
price reductions by the large national brands in response to declining green
coffee purchase prices. Because the Company was able to purchase green coffee at
favorable prices, it held an inventory position that permitted it to increase
promotional activity (e.g., price incentives for volume purchases) in the
private label area, which enabled the Company to increase sales and retain its
market share with its larger accounts without an adverse impact on margins. In
addition, the Company had increased sales of gourmet green coffee to new and
existing customers.

      Cost of sales in the Six Months 2001 was $8,130,632 or 76% of net sales,
as compared to $8,427,225, or 84% of net sales in the Six Months 2000. The
decrease as a percentage of sales was primarily as a result of the decrease in
green coffee purchase prices.

      The Company uses options and futures contracts to partially hedge the
effects of fluctuations in the price of green coffee beans. Options and futures
contracts are marked to market with current recognition of gains and losses on
such positions. The Company does not defer such gains and losses since its
positions are not considered hedges for financial reporting purposes. The
Company's accounting for options and futures contracts may have the effect of
increasing earnings volatility in any particular period. At April 30, 2001, the
Company held options (generally with terms of two months or less) covering an
aggregate of 1,875,000 pounds of green coffee beans at prices ranging from $.60
to $.62 per pound. The fair market value of these options, which was obtained
from a major financial institution, was $69,150 at April 30, 2001. The Company
also holds futures contracts with longer terms (generally three to four months)
primarily for the purpose of guaranteeing an adequate supply of green coffee. At
April 30, 2001, the Company held futures contracts for the purchase of 2,062,500
pounds of coffee at an average price of $.62 per pound for the July 2001
contract. The market price of coffee applicable to such contracts was $.645 per
pound at that date. For the Six Months 2001, the Company recorded a net trading
gain of $27,078 which was credited to cost of sales, as compared to a net
trading gain of $18,560 for the Six Months 2000.


                                       3
<PAGE>

      The Company's gross profit in the Six Months 2001 was $2,569,866, an
increase of $932,080 or 57% from $1,637,786 in the Six Months 2000. Gross profit
as a percentage of net sales increased by 8% to 24% in the Six Months 2001 from
16% in the Six Months 2000. The increase of gross profit as a percentage of
sales was primarily attributable to improved margins on gourmet green coffee
sales. Selling prices of gourmet green coffee are less sensitive to changes in
commodity prices. Gourmet green coffee, unlike other coffee, does not trade in
direct relation to the actual daily price fluctuations on the commodity market.
Instead, it tends to trade on a negotiated basis. As green coffee purchase
prices declined, the Company's selling prices of gourmet green coffee remained
relatively constant.

      Selling and administrative expenses were $1,338,683 in the Six Months
2001, an increase of $410,955 or 44% from $927,728 in the Six Months 2000. As a
percentage of net sales, this change represented a 4% increase from 9% in the
Six Months 2000 to 13% in the Six Months 2001. The increase was primarily
attributable to increases in advertising and promotion expenses, utilities
costs, commission expense and professional fees. Advertising and promotion
expenses were higher by $110,000 as the Company increased its promotional
activities. Utilities costs were approximately $68,000 higher in the period due
to increased manufacturing activity as a result of the increased volume of
coffee sold and higher electricity and heating costs generally. Commissions
increased approximately $51,000. The Company pays commissions primarily on its
sales of its private label and branded coffees. As the volume of coffee sold in
these areas increased, the Company's commission expense increased.

      Interest expense increased $16,141 or 11% from $148,363 in the Six Months
2000 to $164,504 in the Six Months 2001 due to increased borrowings on the
Company's credit facility. The increased borrowings were a result of the
Company's borrowing the maximum amount on its term loan on November 29, 2000 in
connection with the extension of its credit facility.

      Primarily as a result of the increase in sales and gross profit and the
decrease in cost of sales as a percentage of net sales that exceeded the
increase in operating expenses and interest expense in the Six Months 2001, the
Company had income of $909,179 before income taxes in the Six Months 2001
compared to income of $422,282 before income taxes in the Six Months 2000.

      The provision for income taxes in the Six Months 2001 totaled $416,000,
which represented a combined Federal, state and local income tax rate of 45%.
The provision for income taxes in the Six Months 2000 totaled $157,000, which
represented a combined Federal, state, and local income tax rate of 45% reduced
by the effect of net operating loss carry-forwards available at that date.

      As a result, the Company had net income of $493,179, or $0.12 per share,
in the Six Months 2001 compared to net income of $265,282, or $0.07 per share,
in the Six Months 2000.

Three Months Ended April 30, 2001 ("Three Months 2001") Compared to Three Months
Ended April 30, 2000 ("Three Months 2000")

      Net sales totaled $5,166,470 in the Three Months 2001, an increase of
$329,244 or 7% from $4,837,226 in the Three Months 2000. Although selling prices
in the Three Months 2001 were lower than in the Three Months 2000, the Company
increased its sales of coffee as volume sold more than offset the lower selling
prices. Retail and wholesale selling prices of coffee declined throughout the
fiscal year ended October 31, 2000 and the beginning of fiscal 2001 as a result
of price reductions by the large national brands in response to declining green
coffee purchase prices. Because the Company was able to purchase green coffee at
favorable prices, it held an inventory position that permitted it to increase
promotional activity (e.g., price incentives for volume purchases) in the
private label area which enabled the Company to increase sales and retain its
market share with its larger accounts without an adverse impact on gross
margins. In addition, the Company had increased sales of gourmet green coffee to
new and existing customers.

      Cost of sales in the Three Months 2001 was $3,978,589, or 77% of net
sales, as compared to $4,067,711, or 84% of net sales in the Three Months 2000.
The decrease as a percentage of sales in the Three Months 2001 was primarily as
a result of the decrease in green coffee purchase prices.

      The Company uses options and futures contracts to partially hedge the
effects of fluctuations in the price of green coffee beans. Options and futures
contracts are marked to market with current recognition of gains and losses on
such positions. The Company does not defer such gains and losses since its
positions are not considered ledges for financial reporting purposes. The
Company's accounting for options and futures contracts may have the effect of
increasing earnings volatility in any particular period. For the Three Months
2001, the Company recorded a net trading gain of $93,102 which was credited to
cost of sales, as compared to a net trading gain of $320,598 for the Three
Months 2000.


                                       4
<PAGE>

      The Company's gross profit in the Three Months 2001 was $1,187,881, an
increase of $418,366 or 54% from $769,515 in the Three Months 2000. Gross profit
as a percentage of net sales increased by 7% to 23% in the Three Months 2001
from 16% in the Three Months 2000. The increase of gross profit as a percentage
of sales was primarily attributable to improved margins on gourmet green coffee
sales. Selling prices of gourmet green coffee are less sensitive to changes in
commodity prices. Gourmet green coffee, unlike other coffee, does not trade in
direct relation to the actual daily price fluctuations on the commodity market.
Instead, it tends to trade on a negotiated basis. As green coffee purchase
prices declined, the Company's selling prices of gourmet green coffee remained
relatively constant.

      Selling and administrative expenses were $724,981 in the Three Months
2001, an increase of $311,410 or 75% from $413,571 in the Three Months 2000. As
a percentage of net sales, this change represented a 5% increase from 9% in the
Three Months 2000 to 14% in the Three Months 2001. The increase was primarily
attributable to an increase in advertising and promotion expenses, utilities
costs, commissions and professional fees. Advertising and promotion expenses
were higher by $100,000. Utilities costs were approximately $35,000 higher in
the period due to increased manufacturing activity as a result of the increased
volume of coffee sold and increased prices for heating and electricity
generally. Commission expense increased approximately $30,000. The Company pays
commissions primarily on its sales of its private label and branded coffees. As
the volume of coffee sold in these areas increased, the Company's commission
expense increased.

      Interest expense decreased $24,163 or 34% from $71,883 in the Three Months
2000 to $47,720 in the Three Months 2001 due to lower interest rates and a
decrease in outstanding borrowings on its credit facilities.

      Primarily as a result of the increase in sales and gross profit and the
decrease in cost of sales as a percentage of net sales and interest expense that
exceeded the effects of the increase in operating expenses in the Three Months
2001, the Company had income of $332,680 before income taxes in the Three Months
2001 compared to income of $217,138 before income taxes in the Three Months
2000.

      The provision for income taxes in the Three Months 2001 totaled $151,000,
which represented a combined Federal, state and local income tax rate of 45%.
The provision for income taxes in the Three Months 2000 totaled $109,000, which
represented a combined Federal, state, and local income tax rate of 50%.

      As a result, the Company had net income of $181,680, or $0.05 per share,
in the Three Months 2001 compared to net income of $108,138, or $0.03 per share,
in the Three Months 2000.


Liquidity and Capital Resources

      The Company had net income of approximately $493,000 during the Six Months
2001. As of April 30, 2001, the Company had total stockholders' equity of
$718,000, which increased by $493,000 from its total stockholders' equity of
$225,000 as of October 31, 2000, and a cash balance of $185,000 which increased
by $31,000 from its cash balance of $154,000 as of October 31, 2000. The Company
had working capital of approximately $1,675,000 as of April 30, 2001 compared to
working capital of $1,062,000 as of October 31, 2000. The Company's working
capital increased by $613,000 during the Six Months 2001 primarily as a result
of net income generated and additional borrowings under its term loan of
approximately $400,000 as further explained below.

      As of November 29, 2000, the Company extended the maturity of its credit
facility with Wells Fargo Business Credit until November 20, 2002, and amended
certain terms of the facility (see note 5 of the notes to the financial
statements in the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2000). The credit facility, as amended, provides for a revolving
line of credit of up to $5,000,000 based on eligible trade accounts receivable
and inventories and a term loan of up to $600,000 based on eligible equipment.
The line of credit provides for borrowings of up to 85% of the Company's
eligible trade accounts receivable and 60% of its eligible inventories. Interest
on the line of credit is payable monthly at the prime rate plus .5% (an
effective rate of 8.0% at April 30, 2001). Interest on the term loan is payable
monthly at the prime rate plus .75% (an effective rate of 8.25% at April 30,
2001). Principal payments on the term loan are payable monthly at $7,276 and
beginning January 1, 2001, are payable monthly at $10,000. Andrew Gordon and
David Gordon, directors and officers of the Company, each have guaranteed
borrowings under the credit facility up to $500,000.

      As of April 30, 2001, the line of credit had an outstanding balance of
$2,310,000, as compared to an outstanding balance of $2,618,000 at October 31,
2000. The outstanding balance under the term loan was $560,000 as of April 30,
2001, as compared to $192,000 as of October 31, 2000 as the Company borrowed the
maximum amount of the term loan upon the amendment of the credit facility. The
Company has on deposit approximately $261,000 in a cash collateral account to
secure the outstanding borrowings under the credit facility. The


                                       5
<PAGE>

outstanding balance under the line of credit and a portion of the outstanding
balance under the term loan were classified as long-term liabilities in the
Company's April 30, 2001 balance sheet based on the amended terms of the credit
facility whereby the Company may either defer principal payments until, or make
installment payments through, November 20, 2002.

      The Company had loans payable to its stockholders, all of whom are members
of the Gordon family, of $220,000 at April 30, 2001. The loans are due on demand
and bear interest at 10%. The Company borrows from its stockholders, from
time-to-time to supplement short-term working capital needs. The stockholders
are under no obligation to make such loans.

      During the Six Months 2001, the Company's operating activities provided
net cash of $31,000, primarily as a result of net income of $493,179 generated
during the period, the proceeds of $408,000 from the borrowings under the term
loan and decreases in accounts receivable of $205,000 and inventory of $141,000,
which were offset by a decrease in accounts payable of $479,000 and an increase
in amount due from broker of $309,000.

      During the Six Months 2001, the Company used $394,000 of its cash
resources to make payments on its line of credit, its term loan and capital
lease obligations. Capital expenditures for property and equipment totaled
$45,000 for the period. Although management presently expects that capital
expenditures for property and equipment will not be material in fiscal 2001, if
the Company's sales volume increases significantly, the Company may need to
acquire additional equipment.

      The Company anticipates that it will be able to fund its operations,
including paying its liabilities, funding capital expenditures and making
required payments on its debts, in fiscal 2001 through cash provided by
operating activities and borrowings under its credit facility. The Company
believes it could, if necessary, obtain additional loans by mortgaging its
headquarters.


                                       6
<PAGE>

                                     PART II

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      The Company's Annual Meeting of Stockholders was held on May 24, 2001. At
the Annual Meeting, six (6) nominees were elected as directors to serve for a
term of one year and until their successors are duly elected and qualified. The
elected directors and votes cast for and withheld were as follows:

           Name of Director             Votes For        Votes Withheld
           Gerard DeCapua               3,358,640              0
           Daniel Dwyer                 3,358,640              0
           Andrew Gordon                3,358,640              0
           David Gordon                 3,358,640              0
           Sterling Gordon              3,358,640              0
           Jorge Arbelaez, Sr.          3,358,640              0

      At the Annual Meeting, an amendment to the Company's Articles of
Incorporation to include a provision to limit the personal liability of each
director and each officer of the Company to the Company and /or its stockholders
to the fullest extent permitted by the Nevada General Corporation Law was
approved as follows:

                                 For         Against     Abstain
           Votes              3,358,640         0           0

      No other matters were voted on at the Annual Meeting.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3.5   Certificate of Amendment to Articles of Incorporation of Coffee Holding,
      Co., Inc.

(b) There were no reports on Form 8-K filed during the period covered by this
    report.


                                       7
<PAGE>

                                   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, hereunto duly authorized.

COFFEE HOLDING CO., INC.

       Signature                     Title                              Date
       ---------                     -----                              ----
/s/ Andrew Gordon      Chief Executive Officer, President          June 14, 2001
------------------     and Treasurer
Andrew Gordon          (principal executive officer and principal
                       financial officer)


                                       8
<PAGE>

                                INDEX TO EXHIBITS

3.5   Certificate of Amendment to Articles of Incorporation of Coffee Holding
      Co., Inc.


                                       9