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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, 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 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 incorporation    (IRS employer identification
               or organization)                              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-KSB or any amendment to
this Form 10-KSB. [X]

The issuer's revenues for the year ended October 31, 2003 were $20,239,867.

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 December 31, 2003, 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, 2003, as originally filed on January 29, 2004, is being
filed solely to amend the Exhibit Index included in Item 13.

   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)

       EXHIBIT NO.                       DESCRIPTION
       -----------                       -----------

         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 herein 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 herein 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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         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 herein
                  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 herein 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 herein 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 (incorporated
                  herein by reference to Exhibit 10.10 to Amendment No. 1 to the
                  Coffee Holding Co., Inc. Annual Report on Form 10-KSB/A for
                  the year ended October 31, 2002, filed with the Securities and
                  Exchange Commission on August 26, 2004) (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 (incorporated herein by
                  reference to Exhibit 10.11 to Amendment No. 1 to the Coffee
                  Holding Co., Inc. Annual Report on Form 10-KSB/A for the year
                  ended October 31, 2002, filed with the Securities and Exchange
                  Commission on August 26, 2004) (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


EXHIBIT NO.                             DESCRIPTION
-----------                             -----------

         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 herein 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 herein 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 herein
                  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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         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 herein 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 herein 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 (incorporated
                  herein by reference to Exhibit 10.10 to Amendment No. 1 to the
                  Coffee Holding Co., Inc. Annual Report on Form 10-KSB/A for
                  the year ended October 31, 2002, filed with the Securities and
                  Exchange Commission on August 26, 2004) (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 (incorporated herein by
                  reference to Exhibit 10.11 to Amendment No. 1 to the Coffee
                  Holding Co., Inc. Annual Report on Form 10-KSB/A for the year
                  ended October 31, 2002, filed with the Securities and Exchange
                  Commission on August 26, 2004) (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.