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

                                   FORM 10-K/A
                                (Amendment No. 1)

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

                   For the fiscal year ended October 31, 2000

                                       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                  11232-0005
(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_.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting common stock held by  non-affiliates of
the Registrant  cannot be determined as the common stock is not quoted or listed
on any quotation system or market.

As of October 31, 2000, the Registrant had 3,999,650 shares of common stock, par
value $.001 per share, outstanding.


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<PAGE>
                                Explanatory Note

      This  amendment  is filed for the sole  purpose of filing  Exhibit 3.4 and
10.3.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a) The financial  statements  and financial  statement  schedules  listed
below are filed as a part of this report. See Index to Financial  Statements and
Financial Statement Schedules beginning on Page F-1.

      1.    Financial Statements:
            -     Index  to  Financial   Statements   and  Financial   Statement
                  Schedules
            -     Report of Independent Public Accountants
            -     Balance sheets as of October 31, 2000 and 1999
            -     Statements of Operations for the Years Ended October 31, 2000,
                  1999 and 1998
            -     Statements of Changes in Stockholders' Equity (Deficiency) for
                  the Years Ended October 31, 2000, 1999 and 1998
            -     Statements of Cash Flows for the Years Ended October 31, 2000,
                  1999 and 1998
            -     Notes to Financial Statements

      2.    Financial Statement Schedules:

      II.   Valuation and  Qualifying  Accounts and Reserves for the Years Ended
            October 31, 2000, 1999 and 1998

      Other Schedules have been omitted  because the information  required to be
      set  forth  therein  is  not  applicable  or is  shown  in  the  financial
      statements or notes thereto.

      (b) No  reports on Form 8-K were  filed by the  Company  during the fourth
quarter ended October 31, 2000.

      (c) Exhibits

Exhibit
Number            Exhibit Name
-------           ------------

3.1               Articles  of   Incorporation   of  the  Company,   as  amended
                  (incorporated  herein  by  reference  to  Exhibit  3.1  to the
                  Company's  Quarterly Report on Form 10-Q for the quarter ended
                  April 30, 1998).

3.2               Certificate  of  Amendment  of  Articles of  Incorporation  of
                  Coffee Holding Co., Inc.  (incorporated herein by reference to
                  Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for
                  the quarter ended April 30, 1998).

3.3               The  Company's  By-Laws,  as amended  (incorporated  herein by
                  reference to Exhibit 3.3 to the Company's  Quarterly Report on
                  Form 10-Q for the quarter ended April 30, 1998).

3.4*              Articles  of  Merger  of  Coffee   Holding   Co.,   Inc.   and
                  Transpacific International Group Corp.

10.1              Lease  with  T&O  Management   Corp.  dated  August  15,  1997
                  (incorporated  herein  by  reference  to  Exhibit  10.1 to the
                  Company's  Quarterly Report on Form 10-Q for the quarter ended
                  April 30, 1998).

10.2              1998 Stock  Option  Plan  (incorporated  hereby  reference  to
                  Exhibit 10.2 to the  Company's  Quarterly  Report on Form 10-Q
                  for the quarter ended April 30, 1998).

10.3*             Loan and  Security  Agreement  dated as of  November  21, 1997
                  between the Company and NationsCredit Commercial Corporation.


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<PAGE>

10.4*             First Amendment to Loan and Security Agreement dated as of May
                  22, 1998  between the  Company  and  NationsCredit  Commercial
                  Corporation.

10.5*             Second  Amendment  dated as of  November  29, 2000 to Loan and
                  Security   Agreement  between  the  Company  and  Wells  Fargo
                  Business Credit, as assignee.

10.6              Term Note dated as of November 29, 2000 made by the Company in
                  favor of Wells Fargo  Business  Credit,  Inc. in the principal
                  amount of $600,000.

16.1              Letter from German W. Chacon  (incorporated  by  reference  to
                  Exhibit  16(a) to the Form 8-K of  Transpacific  International
                  Group Corp. filed with the SEC on May 18, 1998).

16.2              Letter  from  Ira D.  Ganzfried  &  Company  (incorporated  by
                  reference  to  Exhibit  16(b) to the Form 8-K of  Transpacific
                  International Group Corp. filed with the SEC on May 18, 1998).

27*               Financial Data Schedule.

----------
* Filed herewith


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<PAGE>

                                INDEX TO EXHIBITS

3.4               Articles  of  Merger  of  Coffee   Holding   Co.,   Inc.   and
                  Transpacific International Group Corp.

10.3              Loan and  Security  Agreement  dated as of  November  21, 1997
                  between the Company and NationsCredit Commercial Corporation.


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<PAGE>

                                   SIGNATURES

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

                                   Coffee Holding Co., Inc.

                                   By:/s/ David Gordon
                                      -------------------------------------
                                      David Gordon, Executive Vice President

Dated: January 31, 2001


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