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

                                  FORM 10-KSB/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, 2002

                                       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. 333-00588-NY

                            COFFEE HOLDING CO., INC.
             (Exact name of registrant as specified in its charter)

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

 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-KSB or any amendment to
this Form 10-KSB. |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, 2002, the Registrant had 3,999,650 shares of common stock, par
value $.001 per share, outstanding.

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                                EXPLANATORY NOTE

         This Amendment No. 1 to our Annual Report on Form 10-KSB/A for the
fiscal year ended October 31, 2002, as originally filed on February 13, 2003, is
being filed solely to amend the Exhibit Index included in Item 13 and to refile
Exhibits 10.10 and 10.11 with indications, at the appropriate places in the
exhibits, that confidential information has been omitted pursuant to requests
for confidential treatment and has been filed separately with the Securities and
Exchange Commission.

         Except as described above, no other changes have been made to the
Annual Report on Form 10-KSB. This Amendment No. 1 to our Annual Report on Form
10-KSB/A does not otherwise attempt to update the information set forth in the
original filing of the Annual Report on Form 10-KSB.


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ITEM 13.  EXHIBIT, LIST AND REPORTS ON FORM 8-K

(c) Exhibits. (Filed herewith unless otherwise noted)

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         EXHIBIT NO.                                         DESCRIPTION
         -----------                                         -----------
         <S>            <C>
             2.1        Agreement and Plan of Merger 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 Registration Statement on Form SB-2 (file No. 333-00588-NY) as filed with the
                        Commission on November 10, 1997).

             3.1        Articles of Incorporation of Coffee Holding Co., Inc., as amended (incorporated by reference
                        to Exhibit 3.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

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

             3.3        Coffee Holding Co., Inc. By-Laws, as amended (incorporated herein by reference to Exhibit 3.3
                        to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter ended April 30,
                        1998).

             4.1        Form of Stock Certificate of Coffee Holding Co., Inc. (incorporated by reference to Exhibit
                        4.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year ended October
                        31, 2002, filed with the Securities and Exchange Commission on February 13, 2003).

            10.1        Lease with T&O Management Corp. dated August 15, 1997 (incorporated herein by reference to
                        Exhibit 10.1 to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter
                        ended April 30, 1998).

            10.2        1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to the Coffee
                        Holding Co., Inc. 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 Coffee Holding Co., Inc.
                        and NationsCredit Commercial Corporation (incorporated herein by reference to Exhibit 10.3 to
                        the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal year ended October 31,
                        2000).

            10.4        First Amendment to Loan and Security Agreement dated as of May 22, 1998 between Coffee
                        Holding Co., Inc. and NationsCredit Commercial Corporation (incorporated herein by reference
                        to Exhibit 10.4 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal
                        year ended October 31, 2000).

            10.5        Second Amendment dated as of November 29, 2000 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated herein by
                        reference to Exhibit 10.5 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

            10.6        Term Note dated as of November 29, 2000 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $600,000 (incorporated herein by
                        reference to Exhibit 10.6 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

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         <S>            <C>
            10.7        Third Amendment dated as of October 1, 2002 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated by
                        reference to Exhibit 10.7 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration
                        Statement on Form SB-2/A, filed with the Securities and Exchange Commission on August 12,
                        2004).

            10.8        Term Note dated as of October 1, 2002 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $750,000 (incorporated by reference
                        to Exhibit 10.8 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

            10.9        Capital Lease Agreement with HSBC Business Credit (USA), Inc. (incorporated by reference to
                        Exhibit 10.9 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration Statement on
                        Form SB-2/A, filed with the Securities and Exchange Commission on August 12, 2004).

           10.10        Sales contract with Supervalu and Cub Foods (confidential portions have been redacted
                        pursuant to a request for confidential treatment and filed separately with the Securities and
                        Exchange Commission).

           10.11        Sales contract with Shurfine Central (confidential portions have been redacted pursuant to a
                        request for confidential treatment and filed separately with the Securities and Exchange
                        Commission).

            31.1        Rule 13a-14(a) / 15d-14(a) Certifications.


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                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

                                             COFFEE HOLDING CO., INC.



                                             By: /s/ Andrew Gordon
                                                 ------------------------------
                                                 Andrew Gordon

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on August 26, 2004 by the following persons on
behalf of the registrant and in the capacities indicated.


                 SIGNATURE                       TITLE
                 ---------                       -----

     /s/ Andrew Gordon          Chief Executive Officer, President, Treasurer
----------------------------    and Director (principal executive officer)
     Andrew Gordon


     /s/ David Gordon           Executive Vice President -- Operations,
----------------------------    Secretary and Director
     David Gordon


     /s/ Richard E. Pino        Chief Financial Officer (principal financial
----------------------------    and accounting officer)
     Richard E. Pino


                                Director
----------------------------
     Gerard DeCapua


     /s/ Daniel Dwyer           Director
----------------------------
     Daniel Dwyer



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                                  EXHIBIT INDEX

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<CAPTION>

EXHIBIT NO.                                                  DESCRIPTION
-----------                                                  -----------
<S>                     <C>
             2.1        Agreement and Plan of Merger 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 Registration Statement on Form SB-2 (file No. 333-00588-NY) as filed with the
                        Commission on November 10, 1997).

             3.1        Articles of Incorporation of Coffee Holding Co., Inc., as amended (incorporated by reference
                        to Exhibit 3.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

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

             3.3        Coffee Holding Co., Inc. By-Laws, as amended (incorporated herein by reference to Exhibit 3.3
                        to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter ended April 30,
                        1998).

             4.1        Form of Stock Certificate of Coffee Holding Co., Inc. (incorporated by reference to Exhibit
                        4.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year ended October
                        31, 2002, filed with the Securities and Exchange Commission on February 13, 2003).

            10.1        Lease with T&O Management Corp. dated August 15, 1997 (incorporated herein by reference to
                        Exhibit 10.1 to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter
                        ended April 30, 1998).

            10.2        1998 Stock  Option Plan  (incorporated  herein by  reference  to Exhibit  10.2 to the Coffee
                        Holding Co., Inc. 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 Coffee Holding Co., Inc.
                        and NationsCredit Commercial Corporation (incorporated herein by reference to Exhibit 10.3 to
                        the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal year ended October 31,
                        2000).

            10.4        First Amendment to Loan and Security Agreement dated as of May 22, 1998 between Coffee
                        Holding Co., Inc. and NationsCredit Commercial Corporation (incorporated herein by reference
                        to Exhibit 10.4 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal
                        year ended October 31, 2000).

            10.5        Second Amendment dated as of November 29, 2000 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated herein by
                        reference to Exhibit 10.5 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

            10.6        Term Note dated as of November 29, 2000 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $600,000 (incorporated herein by
                        reference to Exhibit 10.6 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

            10.7        Third Amendment dated as of October 1, 2002 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated by
                        reference to Exhibit 10.7 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration
                        Statement on Form SB-2/A, filed with the Securities and Exchange Commission on August 12,
                        2004).
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<S>                     <C>
            10.8        Term Note dated as of October 1, 2002 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $750,000 (incorporated by reference
                        to Exhibit 10.8 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

            10.9        Capital Lease Agreement with HSBC Business Credit (USA), Inc. (incorporated by reference to
                        Exhibit 10.9 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration Statement on
                        Form SB-2/A, filed with the Securities and Exchange Commission on August 12, 2004).

           10.10        Sales contract with Supervalu and Cub Foods (confidential portions have been redacted
                        pursuant to a request for confidential treatment and filed separately with the Securities and
                        Exchange Commission).

           10.11        Sales contract with Shurfine Central (confidential portions have been redacted pursuant to a
                        request for confidential treatment and filed separately with the Securities and Exchange
                        Commission).

            31.1        Rule 13a-14(a) / 15d-14(a) Certifications.

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