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| o | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|--------------------------------------------------------------------------------------|

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|------------------------------------------------------------------------------------------|

| Nevada                                                         |   | 11-2238111                           |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |                                 |
| 3475 Victory Boulevard, Staten Island, New York                |   | 10314                                |
| (Address of principal executive offices)                       |   | (Zip Code)                           |

| Title of each class:                     |   | Name of each exchange on which registered: |
|------------------------------------------|--------|--------------------------------------------|
| Common Stock, Par Value $0.001 Per Share |   | Nasdaq Stock Market LLC                    |

| Large accelerated filer | o | Non-accelerated filer     | o      |
|-------------------------|---|---------------------------|--------|
| Accelerated filer       | o | Smaller Reporting Company | þ |

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| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1         |   | Agreement and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp. and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form SB-2 filed on November 10, 1997 (File No. 333-00588-NY)).                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.2         |   | Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc. and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004 (File No. 333-00588-NY)).                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.1         |   | Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A the “2005 Registration Statement” filed on May 2, 2005 (File No. 001-32491)).                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.2         |   | ByLaws of the Company (incorporated herein by reference to Exhibit 3.2 to the 2005 Registration Statement (File No. 001-32491)).                                                                                                                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1         |   | Form of Stock Certificate of the Company (incorporated herein by reference to the Company’s Registration Statement on Form SB-2 filed on June 24, 2004 (Registration No. 333-116838)).                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1        |   | Loan and Security Agreement, dated February 17, 2009, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on February 23, 2009 (File No. 001-32491)).                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2        |   | Lease, dated February 4, 2004, by and between Coffee Holding Co., Inc. and the City of La Junta, Colorado (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form SB-2/A filed on August 12, 2004 (Registration No. 333-116838)).                                                                                                        |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3        |   | Trademark License Agreement, dated February 4, 2004, between Del Monte Corporation and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26, 2004 (File No. 333-00588-NY)) as amended by that First Amendment to Trademark License Agreement, dated January 4, 2013. |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.4        |   | First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc. Certain portions of Exhibit 10.4 are omitted based upon a request for confidential treatment.  The omitted portions were filed separately with the SEC on a confidential basis.                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.5        |   | Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and Andrew Gordon (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6        |   | Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and David Gordon (incorporated herein by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.7        |   | Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No. 001-32491)).                                                                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.8        |   | Contract of Sale, dated April 14, 2009, by and between Coffee Holding Co., Inc. and 4401 1st Ave LLC (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on January 28, 2010 (File No. 001-32491)).                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.9        |   | First Amendment to Loan and Security Agreement between Coffee Holding Co., Inc. and Sterling National Bank, dated July 23, 2010 (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-32491).                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.10       |   | Placement Agency Agreement, dated as of September 27, 2011, by and among the Company, the selling stockholders named therein, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.10       |   | Subscription Agreement, dated as of September 27, 2011, by and between the Company, the selling stockholders named therein and each of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 11.1        |   | Calculation of Earnings Per Share.                                                                                                                                                                                                                                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 23.1        |   | Consent of ParenteBeard LLC                                                                                                                                                                                                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 31.1        |   | Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 32.1        |   | Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                      |

----

|   |  COFFEE HOLDING CO., INC. |                               |
|--------|--------------------------------|------------------------------------|
|   |                           |                               |
|   | By:                            | /s/ Andrew Gordon             |   |
|   |                           | Andrew Gordon                      |   |
|   |                           | President, Chief Executive Officer |   |

| Name                                           |   | Title                                                                                                                                                            |   | Date             |
|------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------|
|                                           |   |                                                                                                                                                             |   |             |
| /s/ Andrew Gordon                         |   |                                                                                                                                                             |   |             |
| Andrew Gordon                                  |   | President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director (principal executive officer and principal financial and accounting officer) |   | February 4, 2013 |
|                                           |   |                                                                                                                                                             |   |             |
| /s/ David Gordon                               |   |                                                                                                                                                             |   |             |
| David Gordon                                   |   | Executive Vice President – Operations, Secretary and Director                                                                                              |   | February 4, 2013 |
|                                           |   |                                                                                                                                                             |   |             |
| /s/ Gerard DeCapua                   |   |                                                                                                                                                             |   |             |
| Gerard DeCapua                                 |   | Director                                                                                                                                                         |   | February 4, 2013 |
|                                           |   |                                                                                                                                                             |   |             |
| /s/ Daniel Dwyer                          |   |                                                                                                                                                             |   |             |
| Daniel Dwyer                                   |   | Director                                                                                                                                                         |   | February 4, 2013 |
|                                           |   |                                                                                                                                                             |   |             |
| /s/ Barry Knepper                              |   |                                                                                                                                                             |   |             |
| Barry Knepper                                  |   | Director                                                                                                                                                         |   | February 4, 2013 |
|                                           |   |                                                                                                                                                             |   |             |
| /s/ John Rotelli      |   |                                                                                                                                                             |   |             |
| John Rotelli                                   |   | Director                                                                                                                                                         |   | February 4, 2013 |
|                                           |   |                                                                                                                                                             |   |             |
| /s/ Robert M. Williams                         |   |                                                                                                                                                             |   |             |
| Robert M. Williams                             |   | Director                                                                                                                                                         |   | February 4, 2013 |

----

| Exhibit No. |   | Description                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1         |   | Agreement and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp. and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment No. 1 to the Company’s Registration Statement on Form SB-2 filed on November 10, 1997 (File No. 333-00588-NY)).                                                                      |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.2         |   | Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc. and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004 (File No. 333-00588-NY)).                                                                                                                                   |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.1         |   | Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A the “2005 Registration Statement” filed on May 2, 2005 (File No. 001-32491)).                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 3.2         |   | ByLaws of the Company (incorporated herein by reference to Exhibit 3.2 to the 2005 Registration Statement (File No. 001-32491)).                                                                                                                                                                                                                                                                             |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.1         |   | Form of Stock Certificate of the Company (incorporated herein by reference to the Company’s Registration Statement on Form SB-2 filed on June 24, 2004 (Registration No. 333-116838)).                                                                                                                                                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.1        |   | Loan and Security Agreement, dated February 17, 2009, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on February 23, 2009 (File No. 001-32491)).                                                                                                                              |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.2        |   | Lease, dated February 4, 2004, by and between Coffee Holding Co., Inc. and the City of La Junta, Colorado (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form SB-2/A filed on August 12, 2004 (Registration No. 333-116838)).                                                                                                        |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.3        |   | Trademark License Agreement, dated February 4, 2004, between Del Monte Corporation and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26, 2004 (File No. 333-00588-NY)) as amended by that First Amendment to Trademark License Agreement, dated January 4, 2013. |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.4        |   | First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc. Certain portions of Exhibit 10.4 are omitted based upon a request for confidential treatment.  The omitted portions were filed separately with the SEC on a confidential basis.                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.5        |   | Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and Andrew Gordon (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).                                                                                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.6        |   | Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and David Gordon (incorporated herein by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.7        |   | Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No. 001-32491)).                                                                                                                                                                                                     |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.8        |   | Contract of Sale, dated April 14, 2009, by and between Coffee Holding Co., Inc. and 4401 1st Ave LLC (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on January 28, 2010 (File No. 001-32491)).                                                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.9        |   | First Amendment to Loan and Security Agreement between Coffee Holding Co., Inc. and Sterling National Bank, dated July 23, 2010 (incorporated herein by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-32491).                                                                                                                          |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.10       |   | Placement Agency Agreement, dated as of September 27, 2011, by and among the Company, the selling stockholders named therein, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).                                                                                 |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.10       |   | Subscription Agreement, dated as of September 27, 2011, by and between the Company, the selling stockholders named therein and each of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).                                                               |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 11.1        |   | Calculation of Earnings Per Share.                                                                                                                                                                                                                                                                                                                                                                           |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 23.1        |   | Consent of ParenteBeard LLC                                                                                                                                                                                                                                                                                                                                                                                  |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 31.1        |   | Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                |
|        |   |                                                                                                                                                                                                                                                                                                                                                                                                         |
| 32.1        |   | Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                      |

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