SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                   FORM 10-QSB

(Mark One)

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

      For the quarterly period ended April 30, 2003

                                       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 number 333-00588-NY

                            Coffee Holding Co., Inc.
             (Exact name of registrant as specified in its charter)

--------------------------------------------------------------------------------
           Nevada                                             11-2238111
--------------------------------------------------------------------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)
--------------------------------------------------------------------------------

                4401 First Avenue, Brooklyn, New York 11232-0005
                    (Address of principal executive offices)
                                   (Zip Code)

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

                                       N/A
                  --------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed from last Report)

      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 Exchange Act of
1934 during the preceding twelve 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 |_|.

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

                                                       Outstanding at
        Class                                          April 30, 2003
  -----------------                                   ---------------
    Common Stock,                                       3,999,650
   par value $.01


<PAGE>

                                     PART I

                                                                            PAGE
                                                                            ----
ITEM 1. FINANCIAL STATEMENTS...............................................   1

Condensed Balance Sheets
   April 30, 2003 (unaudited) and October 31, 2002.........................   1

Condensed Statements of Income
   Three and Six Months Ended April 30, 2003 and 2002 (unaudited)..........   2

Condensed Statements of Cash Flows
   Six Months Ended April 30, 2003 and 2002 (unaudited)....................   3

Notes To Condensed Financial Statements....................................   4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS........................................   7

ITEM 3. CONTROLS AND PROCEDURES............................................  13

                                     PART II

ITEM 1.   LEGAL PROCEEDINGS ...............................................  14

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS .......................  14

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES .................................  14

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............  14

ITEM 5.   OTHER INFORMATION ...............................................  14

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K ................................  14

SIGNATURES.................................................................  15

CERTIFICATIONS.............................................................  16


                                       ii

<PAGE>

Part I
Item I. Financial Statements

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                       APRIL 30, 2003 AND OCTOBER 31, 2002

                                                April 30, 2003  October 31, 2002
                                                --------------  ----------------
                                                 (unaudited)
                                   - ASSETS -
CURRENT ASSETS:
     Cash                                         $  106,583        $   43,568
     Due from broker                                 948,181           768,602
     Accounts receivable, net of
       allowance for doubtful
       accounts of $188,357 and $200,511           1,946,245         1,783,422
     Inventories                                   1,792,522         1,418,144
     Prepaid expenses and other current assets       164,688            83,267
     Deferred tax asset                              119,200           115,300
                                                  ----------        ----------
TOTAL CURRENT ASSETS                               5,077,419         4,212,303

Property and equipment, at
  cost, net of accumulated depreciation
  of $2,847,323 and $2,694,400                     1,769,953         1,813,342
Deposits and other assets                             16,796            16,796
                                                  ----------        ----------
                                                  $6,864,168        $6,042,441
                                                  ==========        ==========

                    - LIABILITIES AND STOCKHOLDERS' EQUITY -
CURRENT LIABILITIES:
     Current portion of term loan                 $   84,000        $   84,000
     Current portion of obligations
       under capital lease                           126,356           121,259
     Accounts payable and accrued expenses         2,160,099         2,048,494
     Income taxes payable                            147,110           229,540
                                                  ----------        ----------
TOTAL CURRENT LIABILITIES                          2,517,565         2,483,293

Term loan, net of current portion                    294,000           336,000
Obligations under capital
  lease, net of current portion                      158,236           221,708
Line of credit borrowings                          1,934,128         1,321,373
Loans from related parties                            95,368            92,570
Income taxes payable - deferred                       92,400            89,100
                                                  ----------        ----------
         TOTAL LIABILITIES                         5,091,697         4,544,044
                                                  ----------        ----------

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                      867,887           867,887
     Retained earnings                               900,584           626,510
                                                  ----------        ----------
TOTAL STOCKHOLDERS' EQUITY                         1,772,471         1,498,397
                                                  ----------        ----------
                                                  $6,864,168        $6,042,441
                                                  ==========        ==========

                  See notes to Condensed Financial Statements.


                                       1

<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
               THREE AND SIX MONTHS ENDED APRIL 30, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months Ended             Three Months Ended
                                                            April 30,                     April 30,
                                                      2003           2002            2003           2002
                                                   -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>
NET SALES                                          $ 9,573,756    $ 8,534,845    $ 5,213,813    $ 4,037,803

COST OF SALES                                        7,294,237      6,366,749      4,228,793      3,112,036
                                                   -----------    -----------    -----------    -----------
GROSS PROFIT                                         2,279,519      2,168,096        985,020        925,767
                                                   -----------    -----------    -----------    -----------
OPERATING EXPENSES:
     Selling and administrative                      1,524,467      1,316,045        811,984        569,119
     Officers' salaries                                191,726        156,871        103,615         71,217
                                                   -----------    -----------    -----------    -----------
                                                     1,716,193      1,472,916        915,599        640,336
                                                   -----------    -----------    -----------    -----------
TOTALS

INCOME FROM OPERATIONS                                 563,326        695,180         69,421        285,431
                                                   -----------    -----------    -----------    -----------
OTHER INCOME (EXPENSE)
   Interest income                                       4,830          8,812          2,376          7,823
   Interest expense                                    (72,482)       (92,473)       (37,444)       (54,097)
                                                   -----------    -----------    -----------    -----------
                                                       (67,652)       (83,661)       (35,068)       (46,274)
                                                   -----------    -----------    -----------    -----------

INCOME BEFORE INCOME TAXES                             495,674        611,519         34,353        239,157

   Provision for income taxes                          221,600        258,000         17,200        112,900
                                                   -----------    -----------    -----------    -----------
NET INCOME                                         $   274,074    $   353,519    $    17,153    $   126,257
                                                   ===========    ===========    ===========    ===========
Basic earnings per share                           $       .07    $       .09    $       .01    $       .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.


                                       2

<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 31, 2003 AND 2002
                                   (Unaudited)

                                                     2003             2002
                                                 -----------      -----------
OPERATING ACTIVITIES:
  Net income                                     $   274,074      $   353,519
  Adjustments to reconcile net
    income to net cash provided by
    (used in) operating activities:
      Depreciation                                   152,924          133,738
      Bad debts (recovery)                           (12,154)              --
      Deferred taxes                                    (600)              --
      Changes in operating assets
        and liabilities:
      Due from broker                               (179,579)        (224,173)
      Accounts receivable                           (150,669)         380,310
      Inventories                                   (374,378)         (50,304)
      Prepaid expenses and other
        current assets                               (81,421)           5,379
      Accounts payable and
        accrued expenses                             111,605         (324,268)
      Income taxes payable                           (82,430)         (93,596)
                                                 -----------      -----------
        Net cash provided by (used in)
          operating activities                      (342,628)         180,605
                                                 -----------      -----------
INVESTING ACTIVITIES:
  Purchases of property and equipment               (109,535)          (6,962)
                                                 -----------      -----------
FINANCING ACTIVITIES:
  Principal payments on term loan                    (42,000)         (60,000)
  Increase in cash equivalents
    restricted under credit facility                      --           (6,356)
  Advances under bank line of credit              10,216,597        9,212,848
  Principal payments under bank
    line of credit                                (9,603,842)      (9,421,110)
  Principal payments of obligations
    under capital leases                             (58,375)              --
  Advances from (payments to)
    related parties                                    2,798          (30,628)
                                                 -----------      -----------
      Net cash provided by (used in)
        financing activities                         515,178         (305,246)
                                                 -----------      -----------
NET INCREASE (DECREASE) IN CASH                       63,015         (131,603)

  Cash, beginning of period                           43,568          199,434
                                                 -----------      -----------
CASH, END OF PERIOD                              $   106,583      $    67,831
                                                 ===========      ===========
SUPPLEMENTAL DISCLOSURE OF CASH
  FLOW DATA:
  Interest paid                                  $    72,482      $    81,867
                                                 ===========      ===========
  Income taxes paid                              $   305,430      $   351,596
                                                 ===========      ===========

                  See notes to Condensed Financial Statements.


                                       3

<PAGE>


                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2003 AND 2002
                                   (Unaudited)

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, 2003,  its results of operations for the three
      and six month periods ended April 30, 2003 and 2002 and its cash flows for
      the six months ended April 30, 2003 and 2002.  Information included in the
      balance  sheet as of October 31, 2002 has been derived from the  Company's
      audited  balance  sheet  included in the  Company's  Annual Report on Form
      10-KSB for the year ended October 31, 2002 (the "Form 10-KSB")  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 accordance  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-KSB.

      Operating  results  for the three and six months  ended April 30, 2003 are
      not  necessarily  indicative  of the results  that may be expected for the
      year ending October 31, 2003.

NOTE 3 - INVENTORIES:

      Inventories  at April 30,  2003 and  October  31,  2002  consisted  of the
      following:

                                                April 30, 2003  October 31, 2002
                                                --------------  ----------------
          Packed coffee                          $  396,563       $  380,597
          Green coffee                            1,062,387          659,889
          Packaging supplies                        333,572          377,658
                                                 ----------       ----------
          Totals                                 $1,792,522       $1,418,144
                                                 ==========       ==========


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.


                                       4

<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2003 AND 2002
                                   (Unaudited)

NOTE 4 - HEDGING (Continued):

      At  April  30,  2003,  the  options  contracts  held by the  Company  were
      immaterial.

      At April 30, 2002, the Company held 100 options  (generally  with terms of
      two months or less)  covering an aggregate  of  3,750,000  pounds of green
      coffee beans at a price of $0.55 per pound. The fair market value of these
      options,  which  was  obtained  from a major  financial  institution,  was
      $75,938 at April 30, 2002

      The Company acquires 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, 2003,  the Company held 100 futures
      contracts  for the  purchase of  3,750,000  pounds of coffee at an average
      price of $.65 per pound  for July  2003  contracts.  The  market  price of
      coffee applicable to such contracts was $.69 per pound at that date.

      At  April  30,  2002,  the  futures  contracts  held by the  Company  were
      immaterial.

      Included in cost of sales and due from broker for the three and six months
      ended  April  30,  2003  and  2002,  the  Company  recorded  realized  and
      unrealized gain and losses respectively, on these contracts as follows:

                                                    Three Months Ended April 30,
                                                         2003        2002
                                                      ---------   ----------
            Realized gains and (losses)               $ 238,072   $ 301,432
            Unrealized gains and (losses)             $(122,007)  $(197,442)

                                                     Six Months Ended April 30,
                                                         2003        2002
                                                      ---------   ----------
            Realized gains and (losses)               $ 574,923   $ 376,923
            Unrealized gains and (losses)             $ (98,344)  $(209,761)

NOTE 5 - LINE OF CREDIT:

      The outstanding  balance under a line of credit  agreement with a bank was
      $1,934,128 at April 30, 2003.  This amount is being reflected as long term
      since the loan is due in November of 2004.


NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASES:

      The Company is a lessee of machinery and equipment  under a capital lease,
      which  expires in July 2005.  The asset and  liability  under the  capital
      lease is recorded at the lower of the present  value of the minimum  lease
      payments  of the fair value of the asset.  The asset is being  depreciated
      over the lease term.  Depreciation  expense of assets under  capital lease
      are included in depreciation  expense and amounted to $15,228 and $30,456,
      for the three months and six months ended April 30, 2003.

      The  interest  rate  on the  capital  lease  is 8 1/3%  per  annum,  which
      approximates  the Company's  incremental rate of borrowing at the time the
      lease was entered into.


                                       5

<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2003 AND 2002
                                   (Unaudited)

NOTE 7 - 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 three  months and six months
      ended April 30, 2003 and 2002.

NOTE 8 - ECONOMIC DEPENDENCY:

      For the six months ended April 30, 2003,  sales to two customers were each
      in excess of 10% of the Company's  total sales.  Sales to these  customers
      were  approximately   $1,951,000  and  $1,503,000  and  the  corresponding
      accounts   receivable  at  April  30,  2002  from  these   customers  were
      approximately $438,000 and $157,000 respectively.

      For the six months ended April 30, 2002,  sales to two customers were each
      in excess of 10% of the Company's  total sales.  Sales to these  customers
      were  approximately   $1,890,000  and  $1,400,000  and  the  corresponding
      accounts   receivable  at  April  30,  2002  from  these   customers  were
      approximately $163,400 and $207,300 respectively.

      For the six months ended April 30, 2003,  purchases from one supplier were
      in  excess  of  10%  of  the  Company's  total  purchases  and  aggregated
      approximately $2,209,000. At April 30, 2003, the approximate amount due to
      this supplier was $276,000.

      For the six months ended April 30, 2002,  purchases from one supplier were
      in  excess  of  10%  of  the  Company's  total  purchases  and  aggregated
      approximately $1,795,000. At April 30, 2002, the approximate amount due to
      this supplier was $53,100.


                                       6

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations Forward-Looking Statements

Cautionary Note on Forward Looking Statements

      Some of the matters discussed under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations," in this
quarterly report include forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. We
have based these forward-looking statements on our current expectations and
projections about future events, including, among other things:

      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     our success in implementing our business strategy or introducing new
            products;

      o     our ability to attract and retain customers;

      o     our success in expanding our market presence in new geographic
            regions;

      o     the effects of competition from other coffee manufacturers and other
            beverage alternatives;

      o     changes in tastes and preferences for, or the consumption of,
            coffee;

      o     our ability to obtain additional financing; and

      o     other risks which we identify in future filings with the SEC.

      In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "predict," "potential," "continue,"
"expect," "anticipate," "future," "intend," "plan," "believe," "estimate" and
similar expressions (or the negative of such expressions). Any or all of our
forward looking statements in this quarterly report and in any other public
statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties.
Consequently, no forward looking statement can be guaranteed. In addition, we
undertake no responsibility to update any forward-looking statement to reflect
events or circumstances which occur after the date of this quarterly report.


                                       7
<PAGE>

Critical Accounting Policies and Estimates

      The preparation of financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Estimates are used
for, but not limited to, the accounting for the allowance for doubtful accounts,
inventories, income taxes and loss contingencies. Management bases its estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. Actual results could differ from these
estimates under different assumptions or conditions.

      We believe the following critical accounting policies, among others, may
be impacted significantly by judgment, assumptions and estimates used in the
preparation of the financial statements:

            o     We recognize revenue in accordance with Securities and
                  Exchange Commission Staff Accounting Bulletin No. 101,
                  "Revenue Recognition in Financial Statements" ("SAB 101").
                  Under SAB 101, revenue is recognized at the point of passage
                  to the customer of title and risk of loss, there is persuasive
                  evidence of an arrangement, the sales price is determinable,
                  and collection of the resulting receivable is reasonably
                  assured. We generally recognize revenue at the time of
                  shipment. Sales are reflected net of discounts and returns.

            o     The allowance for doubtful accounts is maintained to provide
                  for losses arising from customers' inability to make required
                  payments. If there is deterioration of our customers' credit
                  worthiness and/or there is an increase in the length of time
                  that the receivables are past due greater than the historical
                  assumptions used, additional allowances may be required.

            o     Inventories are stated at cost (determined on an average cost
                  basis). Based on our assumptions about future demand and
                  market conditions, inventories are written-down to market
                  value. If our assumptions about future demand change and/or
                  actual market conditions are less favorable than those
                  projected, additional write-downs of inventories may be
                  required.

            o     We account for income taxes in accordance with Statement of
                  Financial Accounting Standards No. 109, "Accounting for Income
                  Taxes." Under SFAS No. 109, deferred tax assets and
                  liabilities are determined based on the liabilities, using
                  enacted tax rates in effect for the year in which the
                  differences are expected to reverse. Deferred tax assets are
                  reflected on the balance sheet when it is determined that it
                  is more likely than not that the asset will be realized.

Comparison of Results of Operations

Six Months Ended April 30, 2003 Compared to the Six Months Ended April 30, 2002

      Net sales totaled $9,573,756 for the six months ended April 30, 2003, an
increase of $1,038,911 or 12.2% from $8,534,845 in the six months ended April
30, 2002. The increase in net sales reflects the increased price of coffee and a
slight increase in pounds sold in both private label coffee and food service
coffees. These increases reflect less aggressive pricing practices of national
brands and increased sales in food service business resulting from our hiring of
two full-time salespersons to market our upscale brands to hotels, restaurants,
office coffee service companies and other food service retailers. The number of
Coffee Holding's customers in the gourmet green coffee area grew approximately
7.6% to 242 customers,


                                       8
<PAGE>

including twenty customers using our new facility in New Orleans, during the six
months ended April 30, 2003. These customers are predominately independent
gourmet/specialty roasters, some of whom own their own retail outlets. Sales to
new customers in this area historically start slowly because many of these
companies are start up ventures. Because the gourmet green coffee area is the
fastest growing segment of the coffee market, Coffee Holding believes that its
customer base and sales will grow in this area. Coffee Holding also believes
that historically low coffee prices will continue to encourage consumers to
purchase higher quality gourmet coffee relative to supermarket brands.

      Beginning at the end of 1998, the purchase price of green coffee began a
decline that, with the exception of brief price surges, continued through the
middle of the fourth quarter of fiscal 2002. Declines in green coffee purchase
prices eventually led to declines in selling prices. Selling prices of products
which use commodity coffee react fairly quickly to changes in green coffee
purchase prices. Gourmet green coffee selling prices tend to react more slowly
to changes in purchase prices because demand for gourmet coffee is less price
sensitive. However, beginning in the first quarter of fiscal 2003, the price of
green coffee began to increase and national brands have recently increased their
prices in response. Based on this trend, we believe that pricing pressure will
decrease in fiscal 2003.

      Cost of sales in the six months ended April 30, 2003 was $7,294,237, or
76.2% of net sales, as compared to $6,366,749, or 74.6% of net sales in the six
months ended April 30, 2002. Cost of sales consists primarily of the cost of
green coffee and packaging materials and realized and unrealized gains or losses
on hedging activity. The increase in cost of sales primarily was attributable to
the increase in green coffee purchase prices. As the price of coffee is cyclical
and volatile and subject to many factors, including weather, politics and
economics, we are unable to predict the purchase price of green coffee for
fiscal 2003. Although our agreements with wholesale customers generally contain
only pricing terms, our contract with a major customer also contains minimum and
maximum purchase obligations at fixed prices. Because our profits on a
fixed-price contract could decline if coffee prices increased, we began to
acquire futures contracts with longer terms (generally three to four months)
primarily for the purpose of guaranteeing an adequate supply of green coffee at
favorable prices beginning in the latter half of fiscal 2000 and continuing
through fiscal 2002 and fiscal 2003. The use of these derivative financial
instruments has enabled us to mitigate the effect of changing prices.

      Coffee Holding's gross profit in the six months ended April 30, 2003 was
$2,279,519, an increase of $111,423, or 5.1%, from $2,168,096 in the six months
ended April 30, 2002. Gross profit as a percentage of net sales decreased by
1.6% to 23.8% in the six months ended 2003 from 25.4% for the same period in
2002. Margins declined primarily due to higher inventory costs as a result of
the overall increase in green coffee purchase prices. As discussed above, we
believe that our increased inventory position will allow us to increase our
sales and ultimately our margins if coffee prices continue to rise.

      Total operating expenses increased $243,277 or 16.5% to $1,716,193 in the
six months ended April 30, 2003 from $1,472,916 for the same period in 2002 due
to increases in selling, general and administrative expenses and officers'
salaries. Selling and administrative expenses increased $208,422 or 15.8% to
$1,524,467 for the six months ended April 30, 2003 from $1,316,045 for the same
period in 2002. As a percentage of net sales, this change represented a 0.5%
increase from 15.4% in the six months ended April 30, 2002 to 15.9% in the six
months ended April 30, 2003. The increase was primarily attributable to
increased commissions, travel and factory supply expenses in the six months
ended April 30, 2003 as compared to the prior year. The increase in commissions
and travel reflect the hiring of additional sales personnel to market our
branded coffee products. Officers' salaries increased $34,855 to $191,726 for
the six months ended April 30, 2003 from $156,871 for the six months ended April
30, 2002. The increase was due to salary increases for senior officers.


                                       9
<PAGE>

      Interest expense decreased $19,991 or 21.6%, from $92,473 in the six
months ended April 30, 2002 to $72,482 in the six months ended April 30, 2003.
The decrease is attributable to lower interest rates on outstanding borrowings.
Rates of interest on our outstanding borrowings are tied to the prime rate. As
the prime rate declined from the prior period, the rate of interest payable on
our outstanding borrowings also declined. See "--Liquidity and Capital
Resources."

      We had income of $495,674 before income taxes in the six months ended
April 30, 2003 compared to income of $611,519 before income taxes in the six
months ended April 30, 2002. The decrease was attributable primarily to the
decrease in gross profit percentage and the increase in operating expenses.

      Our provision for income taxes for the six months ended April 30, 2003
totaled $221,600 compared to $258,000 for the six months ended April 30, 2002.
As a result, we had net income of $274,074, or $.07 per share, in the six months
ended April 30, 2003 compared to net income of $353,519, or $.09 per share for
the six months ended April 30, 2003.

Three Months Ended April 30, 2003 Compared to the Three Months Ended April 30,
2002

      Net sales totaled $5,213,813 for the three months ended April 30, 2003, an
increase of $1,176,010 or 29.1% from $4,037,803 in the three months ended April
30, 2002. The increase in net sales reflects the increased price of coffee and a
slight increase in pounds sold in both private label coffee. These increases
reflect less aggressive pricing practices of national brands and increased sales
in food service business resulting from our hiring of two full-time salespersons
to market our upscale brands to hotels, restaurants, office coffee service
companies and other food service retailers. The number of Coffee Holding's
customers in the gourmet green coffee area grew approximately 2.5% to 242
customers, including twenty customers using our new facility in New Orleans,
during the three months ended April 30, 2003. These customers are predominately
independent gourmet/specialty roasters, some of whom own their own retail
outlets. Sales to new customers in this area historically start slowly because
many of these companies are start up ventures. Because the gourmet green coffee
area is the fastest growing segment of the coffee market, Coffee Holding
believes that its customer base and sales will grow in this area. Coffee Holding
also believes that historically low coffee prices will continue to encourage
consumers to purchase higher quality gourmet coffee relative to traditional
supermarket brands.

      Beginning at the end of 1998, the purchase price of green coffee began a
decline that, with the exception of brief price surges, continued through the
middle of the fourth quarter of fiscal 2002. Declines in green coffee purchase
prices eventually led to declines in selling prices. Selling prices of products
which use commodity coffee react fairly quickly to changes in green coffee
purchase prices. Gourmet green coffee selling prices tend to react more slowly
to changes in purchase prices because demand for gourmet coffee is less price
sensitive. However, beginning in the first quarter of fiscal 2003, the price of
green coffee began to increase and national brands have recently increased their
prices in response. Based on this trend, we believe that pricing pressure will
decrease in fiscal 2003.

      Cost of sales in the three months ended April 30, 2003 was $4,228,793, or
81.1% of net sales, as compared to $3,112,036, or 77.1% of net sales in the
three months ended April 30, 2002. Cost of sales consists primarily of the cost
of green coffee and packaging materials and realized and unrealized gains or
losses on hedging activity. The increase in cost of sales primarily was
attributable to the increase in green coffee purchase prices. As the price of
coffee is cyclical and volatile and subject to many factors, including weather,
politics and economics, we are unable to predict the purchase price of green
coffee for fiscal 2003. Although our agreements with wholesale customers
generally contain only pricing terms, our contract with a major customer also
contains minimum and maximum purchase obligations at fixed prices. Because our
profits on a fixed-price contract could decline if coffee prices increased, we
began to


                                       10
<PAGE>

acquire futures contracts with longer terms (generally three to four months)
primarily for the purpose of guaranteeing an adequate supply of green coffee at
favorable prices beginning in the latter half of fiscal 2000 and continuing
through fiscal 2002 and fiscal 2003. The use of these derivative financial
instruments has enabled us to mitigate the effect of changing prices.

      Coffee Holding's gross profit in the three months ended April 30, 2003 was
$985,020, an increase of $59,253, or 6.4%, from $925,767 in the three months
ended April 30, 2002. Gross profit as a percentage of net sales decreased by
4.0% to 18.9% in the three months ended 2003 from 22.9% for the same period in
2002. Margins declined primarily due to higher inventory costs as a result of
the overall increase in green coffee purchase prices. As discussed above, we
believe that our increased inventory position will allow us to increase our
sales and ultimately our margins if coffee prices continue to rise.

      Total operating expenses increased $275,263 or 43.0% to $915,599 in the
three months ended April 30, 2003 from $640,336 for the same period in 2002 due
to increases in selling, general and administrative expenses and officers'
salaries. Selling and administrative expenses increased $242,865 or 42.7% to
$811,984 for the three months ended April 30, 2003 from $569,119 for the same
period in 2002. As a percentage of net sales, this change represented a 1.6%
increase from 14.0% in the three months ended April 30, 2002 to 15.6% in the
three months ended April 30, 2003. The increase was primarily attributable to
increased commissions, travel and factory supply expenses in the three months
ended April 30, 2003 as compared to the prior year. The increase in commissions
and travel reflect the hiring of additional sales personnel to market our
branded coffee products. Officers' salaries increased $32,398 to $103,615 for
the three months ended April 30, 2003 from $71,217 for the three months ended
April 30, 2002. The increase was due to salary increases for senior officers.

      Interest expense decreased $16,653 or 30.8%, from $54,097 in the three
months ended April 30, 2002 to $37,444 in the three months ended April 30, 2003.
The decrease is attributable to lower interest rates on outstanding borrowings.
Rates of interest on our outstanding borrowings are tied to the prime rate. As
the prime rate declined from the prior period, the rate of interest payable on
our outstanding borrowings also declined. See "--Liquidity and Capital
Resources."

      We had income of $34,353 before income taxes in the three months ended
April 30, 2003 compared to income of $239,157 before income taxes in the three
months ended April 30, 2002. The decrease was attributable primarily to the
decrease in gross profit percentage and the increase in operating expenses.

      Our provision for income taxes for the three months ended April 30, 2003
totaled $17,200 compared to $112,900 for the three months ended April 30, 2002.
As a result, we had net income of $17,153, or $.01 per share, in the three
months ended April 30, 2003 compared to net income of $126,257, or $.03 per
share for the three months ended April 30, 2003.

Liquidity and Capital Resources

      As of April 30, 2003, we had working capital of approximately $2,560,000,
which represented a $831,000 increase from our working capital of approximately
$1,729,000 as of October 31, 2002, and total stockholders' equity of $1,772,471,
which increased by $274,074 from our total stockholders' equity of $1,498,397 as
of October 31, 2002. Our working capital increased primarily as a result of the
increased accounts receivable, inventories and amounts due from broker at April
30, 2003 compared to October 31, 2002.

      We have a credit facility with Wells Fargo Business Credit. The credit
facility provides for a revolving line of credit of up to $5,000,000 based on
eligible trade accounts receivable and inventories


                                       11
<PAGE>

and a term loan of up to $750,000 based on eligible equipment. The line of
credit provides for borrowings of up to 85% of our eligible trade accounts
receivable and 60% of its eligible inventories. On October 1, 2002, we extended
our credit facility for an additional two years to November 20, 2004 at lower
interest rates. Effective November 21, 2002, interest on the line of credit is
payable monthly at the prime rate plus .25% (an effective rate of 4.50 at April
30, 2003) and interest on the term loan will be payable monthly at the prime
rate plus .50% (an effective rate of 4.75% at April 30, 2003). Principal
payments on the term loan are payable monthly at $7,000. Andrew Gordon and David
Gordon, two of our directors and officers, each have guaranteed borrowings under
the credit facility up to $500,000.

      As of April 30, 2003, the line of credit had an outstanding balance of
$1,934,128 as compared to an outstanding balance of $1,321,373 at October 31,
2002. The outstanding balance under the term loan was $378,000 as of April 30,
2003, and was $420,000 at October 31, 2002. We were in compliance with all
required financial covenants at April 30, 2003.

      We had loans payable to our stockholders, all of whom are members of the
Gordon family, of $95,368 at April 30, 2003. The loans are due on demand and
currently bear interest at a rate of 6% per year, reduced from 10% in 2002 to
reflect the lower interest rate environment. We borrow from our stockholders
from time-to-time to supplement short-term working capital needs. The
stockholders are under no obligation to make such loans. The loans are shown as
long-term liabilities since they will not be repaid during the next year.

      In the six months ended April 30, 2002, our operating activities used net
cash of $342,628 as compared to the six months ended April 30, 2002 when net
cash provided by operating activities was $180,605. The decreased cash flow from
operations in the six months ended April 30, 2003 was primarily due to increased
inventory levels, increased prepaid expenses and decreased accounts payable.

      During the six months ended April 30, 2003, we used $109,535 of our cash
resources to purchase property and equipment. The additional equipment will
improve our production efficiencies and allow us to better utilize the brick
pack machine purchased in 2002. In addition, we lease machinery and equipment
under a capital lease which expires in July 2005. The interest rate on the
capital lease is 8-1/3% per annum. Management does not expect to incur other
significant capital expenditures in fiscal 2003.

      We also provided $515,178 of net cash in financing activities in the six
months ended April 30, 2003, including a net of $612,755 increase in advances on
our bank line of credit.

      We expect to fund our operations, including paying our liabilities,
funding capital expenditures and making required payments on our debts, in
fiscal 2003 through cash provided by operating activities and by drawing on our
credit facilities. We expect that we will generate sufficient cash to continue
our business for the next twelve months. In addition, an increase in eligible
accounts receivable and inventory would permit us to make additional borrowings
under our line of credit. We also believe we could, if necessary, obtain
additional loans by mortgaging our headquarters.

Market Risks

      Market risks relating to our operations result primarily from changes in
interest rates and commodity prices as further described below.


                                       12
<PAGE>

Interest Rate Risks

      We are subject to market risk from exposure to fluctuations in interest
rates. At April 30, 2003, our debt consisted of approximately $380,000 of fixed
rate debt and approximately $2,312,000 of variable rate debt under our revolving
line of credit and term loan. Interest on the variable rate debt was payable
primarily at 4.50% (or .25% above the prime rate) above the prime rate, with a
portion of the variable rate debt payable at 4.75% (or .50% above the prime
rate) above the prime rate at April 30, 2003. We do not expect changes in
interest rates to have a material effect on results of operations or cash flows
in fiscal 2003, although there can be no assurance that interest rates will not
significantly change.

Commodity Price Risks

      The supply and price of coffee beans are subject to volatility and are
influenced by numerous factors which are beyond our control. Historically, we
have used short-term coffee futures and options contracts primarily for the
purpose of partially hedging and minimizing the effects of changing green coffee
prices, as further explained in Note 4 of the notes to financial statements in
this quarterly report. In addition, during the latter half of fiscal 2000, we
began to acquire futures contracts with longer terms (generally three to four
months) primarily for the purpose of guaranteeing an adequate supply of green
coffee. The use of these derivative financial instruments has enabled us to
mitigate the effect of changing prices although we generally remain exposed to
loss when prices decline significantly in a short period of time and remain at
higher levels, preventing us from obtaining inventory at favorable prices. We
generally have been able to pass green coffee price increases through to
customers, thereby maintaining our gross profits. However, we cannot predict
whether we will be able to pass inventory price increases through to our
customers in the future.

      At April 30, 2003, the option contracts held by us were immaterial.

      We acquire 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, 2003, we held 100 futures contracts for the purchase of
3,750,000 pounds of coffee at an average price of $.65 per pound for July 2003
contracts. The market price of coffee applicable to such contracts was $.6925
per pound at that date.

Item 3. Controls and Procedures

      During the 90-day period prior to the filing date of this report,
management, including the Company's principal executive officer and principal
accounting officer, evaluated the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based upon, and as of the date
of that evaluation, the President, Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures were effective, in
all material respects, to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

      There have been no significant changes in the Company's internal controls
or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation. There were no
significant deficiencies or material weaknesses identified in the evaluation and
therefore, no corrective actions were taken.


                                       13
<PAGE>

Part II -- OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in 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

      Coffee Holding's President and Chief Executive Officer (and principal
accounting officer) has furnished statements relating to its Form 10-QSB for the
periods ended April 30, 2003 pursuant to 18 U.S.C. section 1350, as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002. The statement is
attached hereto as Exhibit 99.1.

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

            10.10 Sales contract with Supervalu (portions of this Exhibit have
                  been omitted pursuant to a request for confidential
                  treatment).

            99.1  Certification under Section 906 of the Sarbanes-Oxley Act of
                  2002.

      (b) Reports on Form 8-K

                   None


                                       14
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                 Coffee Holding Co., Inc.
                                 -------------------------------------------
                                 (Registrant)

                                 By: /s/ Andrew Gordon
                                     ---------------------------------------
                                     Andrew Gordon
                                     President and Chief Executive Officer
                                     (Principal Executive Officer and
                                     Principal Accounting Officer)

June 13, 2003


                                       15
<PAGE>

                                  CERTIFICATION

      I, Andrew Gordon, certify that:

1.    I have reviewed  this  quarterly  report on Form 10-QSB of Coffee  Holding
      Co., Inc.;

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report.

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      (a)  designed  such  disclosure  controls  and  procedures  to ensure that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      (b) evaluated the  effectiveness of the registrant's  disclosure  controls
      and  procedures  as of a date  within 90 days prior to the filing  date of
      this quarterly report (the "Evaluation Date"); and

      (c)  presented  in  this  quarterly  report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of the  registrant's  board of directors (or persons  performing
      the equivalent function):

      (a) all  significant  deficiencies  in the design or operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      (b) any fraud, whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


                                       16
<PAGE>

6.    The registrant's  other  certifying  officers and I have indicated in this
      quarterly  report  whether or not there  significant  changes in  internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.

Date: June 13, 2003                      /s/ Andrew Gordon
                                         ------------------------------------
                                         Andrew Gordon
                                         President and Chief Executive Officer
                                         (Principal Executive Officer
                                         and Principal Accounting Officer)


                                       17