UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      DC 20549




**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, 2007**




o
            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
              or
                organization)
            
            (I.R.S.
                Employer
              Identification
                No.)**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 under Section 12(b) of the Act:




Title
                of each class:
            
            Name
                of each exchange on which registered:**Common
                Stock, Par Value $0.001 Per Share**
            
            **American
                Stock Exchange**




Securities
      registered under Section 12(g) of the Exchange Act:




**None**




Indicate
      by check mark if registrant is a well-known seasoned issuer, as defined in
      Rule
      405 of the Securities Act.




Yes
oNo
x




Indicate
      by check mark if registrant is not required to file reports pursuant to Section
      13 or Section 15(d) of the Act.




Yes
oNo
x




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
      past 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
xNo
o




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 in, 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




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      accelerated filer o   Accelerated
      filer o   Non-accelerated
      filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).




Yes
oNo
x




The
      aggregate market value of the common equity held by non-affiliates of the
      registrant, computed by reference to the closing price of the registrant’s
      common stock on the American Stock Exchange on April 30, 2007, was
      $9,857,946.




As
      of
      January 28, 2008, the registrant had 5,504,930 shares of common stock, par
      value
      $0.001 per share, outstanding.




**Documents
      incorporated by reference**




Portions
      of the registrant’s proxy statement for the 2008 annual meeting of stockholders
      to be filed pursuant to Regulation 14A within 120 days after registrant’s fiscal
      year ended October 31, 2007, are incorporated by reference in Part III of this
      Form 10-K.













**EXPLANATORY
        NOTE**
 
 Coffee
        Holding Co., Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A
        for the sole purpose of including disclosure of the Company’s contractual
        obligations as of October 31, 2007. This disclosure, which was inadvertently
        omitted from the Company’s Annual Report on Form 10-K (filed with the Securities
        and Exchange Commission on February 1, 2008), can be found in Item 7
“ *Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operation* ”
under
        the caption “ *Contractual
        Obligations* .”
  This
        Amendment No. 1 does not otherwise update information in the originally filed
        Form 10-K to reflect facts or events occurring subsequent to original filing
        date, nor is any other portion of the originally filed Form 10-K being modified
        by this Amendment No. 1.









**TABLE
      OF CONTENTS**


**Page**PART
                  IITEM
                  1.
              
              BUSINESS
              
              1ITEM
                  1A.
              
              RISK
                  FACTORS
              
              10ITEM
                  1B.
              
              UNRESOLVED
                  STAFF COMMENTS
              
              16ITEM
                  2.
              
              PROPERTIES
              
              16ITEM
                  3.
              
              LEGAL
                  PROCEEDINGS
              
              16ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              
              16PART
                  IIITEM
                  5.
              
              MARKET
                  FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                  PURCHASES OF EQUITY SECURITIES
              
              17ITEM
                  6.
              
              SELECTED
                  FINANCIAL DATA
              
              19ITEM
                  7.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATION
              
              20ITEM
                  7A.
              
              QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              
              28ITEM
                  8.
              
              FINANCIAL
                  STATEMENTS AND SUPPLEMENTARY DATA
              
              28ITEM
                  9.
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              
              28ITEM
                  9A.
              
              CONTROLS
                  AND PROCEDURES
              
              29ITEM
                  9B.
              
              OTHER
                  INFORMATION
              
              29PART
                  IIIITEM
                  10.
              
              DIRECTORS,
                  EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              
              30ITEM
                  11.
              
              EXECUTIVE
                  COMPENSATION
              
              30ITEM
                  12.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              30ITEM
                  13.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                  INDEPENDENCE
              
              30ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTING FEES AND SERVICES
              
              30ITEM
                  15.
              
              EXHIBITS,
                  FINANCIAL STATEMENT SCHEDULES
              
              31SIGNATURES
              
              
              32INDEX
                TO
                CONSOLIDATED FINANCIAL STATEMENTS
              
              F-1







**PART
      I**




**ITEM
                1.**
            **BUSINESS**




**General
      Overview**




***Products
      and Operations.*** We are
      an integrated wholesale coffee roaster and dealer in the United States. Our
      core
      products can be divided into three categories:




·
            ***Wholesale
                Green Coffee:***unroasted raw beans imported from around the world and sold to large
                and
                small roasters and coffee shop
                operators;




·
            ***Private
                Label Coffee:***coffee roasted, blended, packaged and sold under the specifications
                and
                names of others, including supermarkets that want to have their own
                brand
                name on coffee to compete with national brands;
                and




·
            ***Branded
                Coffee:***coffee roasted and blended to our own specifications and packaged
                and sold
                under our seven brand names in different segments of the
                market.




Our
      private label and branded coffee products are sold throughout the United States
      and Canada to supermarkets, wholesalers, and individually owned and multi-unit
      retail customers. Our unprocessed green coffee, which includes over 90 specialty
      coffee offerings, is sold to specialty gourmet roasters.




We
      conduct our operations in accordance with strict freshness and quality
      standards. All of our private label and branded coffee is produced from high
      quality coffee beans that are deep roasted for full flavor using a slow roasting
      process that has been perfected utilizing our more than thirty years of
      experience in the coffee industry. In order to ensure freshness, our products
      are delivered to our customers within 72 hours of roasting. We believe that
      our
      long history has enabled us to develop a loyal customer base.




We
      were
      founded and incorporated in New York State in 1971 and have been a family
      operated business for over 30 years. In 1998, we merged with Transpacific
      International Group Corp. and became a Nevada corporation. In May 2005, we
      concluded our initial public offering and our common stock began trading on
      the
      American Stock Exchange under the symbol “JVA.” Our fiscal year ends on October
      31.




Our
      corporate offices are located at 4401 First Avenue, Brooklyn, New York 11232.
      Our telephone number is (718) 832-0800 and our website address is
      www.coffeeholding.com.




**Our
      Competitive Strengths**




To
      achieve our growth objectives described below, we intend to leverage the
      following competitive strengths:




***National
      Distribution with Capacity For Growth.*** From
      1991
      to 2004, we expanded our distribution to a national platform while operating
      from only our East Coast location by making capital investments to improve
      our
      roasting, packaging and fulfillment infrastructure to support the production
      and
      distribution of large quantities of fresh coffee products throughout the United
      States. In February 2004, we acquired certain assets of Premier Roasters, a
      roaster-dealer located in La Junta, Colorado, for $825,000. The assets purchased
      by us include all of the operating equipment located at Premier Roasters’ La
      Junta and Rocky Ford, Colorado locations, as well as all labels for all of
      Premier Roasters’ coffee products. In connection with the acquisition of these
      assets, we reached an agreement with the City of La Junta, Colorado on a 20-year
      lease for a 50,000 square foot facility in La Junta. We are using the assets
      that we purchased to expand our integrated wholesale coffee roaster and dealer
      operations in the Western United States. By operating out of two facilities,
      we
      have gained new economies of scale in both manufacturing and logistical
      efficiencies and are confident that we can compete aggressively throughout
      the
      United States. These two facilities allow us to reduce our freight and shipping
      costs to the Western United States, thereby enabling us to be more competitive
      in bidding for new business. In addition, our presence in Colorado has increased
      the number of customers we have because of our proximity to the West
      Coast.




1




In
      April
      2006, the Company and Caruso's Coffee of Brecksville, Ohio formed Generations
      Coffee Company, LLC, a Delaware limited liability company, which engages in
      the
      roasting, packaging and sale of private label specialty coffee products. We
      own
      60% of the joint venture and are the exclusive supplier of its coffee inventory.
      We believe that the Generations Coffee joint venture will allow us to bid on
      the
      private label gourmet whole bean business we have not been equipped to pursue
      from an operational standpoint in the past. With this specialty roasting
      facility in place, in many cases right in the backyard of our most important
      wholesale and retail customers, we believe that we are in an ideal position
      to
      combine our current canned private label business with high-end private label
      specialty whole bean business. High-end specialty whole bean coffee sells for
      as
      much as three times more per pound than the canned coffees in which we currently
      specialize.




***Positioned
      to Profitably Grow Through Varying Cycles of the Coffee Market.*** We
      believe that we are one of the few coffee companies to offer a broad array
      of
      branded and private label roasted ground coffees and wholesale green coffee
      across the spectrum of consumer tastes, preferences and price points. While
      many
      of our competitors engage in distinct segments of the coffee business, we sell
      products in each of the following areas:




·
            Retail
                branded coffee;




·
            Retail
                private label coffee




·
            Wholesale
                specialty green and gourmet whole bean
                coffees;




·
            Food
                service;




·
            Instant
                coffees; and




·
            Niche
                products.




Our
      branded and private label roasted ground coffees are sold predominantly at
      competitive and value price levels while some of our other branded and specialty
      coffees are sold predominantly at the premium price levels. Premium price level
      coffee is high-quality gourmet coffee, such as AA Arabica coffee, which sells
      at
      a substantial premium over traditional retail canned coffee, while competitive
      and value price level coffee is mainstream or traditional canned coffee. Because
      of this diversification, we believe that our profitability is not dependent
      on
      any one area of the coffee industry and, therefore, is less sensitive than
      our
      competition to potential coffee commodity price and overall economic
      volatility.




2




***Wholesale
      Green Coffee Market Presence.*** As a
      large roaster/dealer of green coffee, we believe that we are favorably
      positioned to increase our specialty coffee sales. Since 1998, we have increased
      the number of our wholesale green coffee customers, including coffee houses,
      single store operators, mall coffee stores and mail order sellers, by 129%
      from
      150 to 344. We are a charter member of the Specialty Coffee Association of
      America and one of the largest distributors of Swiss Water Processed
      Decaffeinated Coffees along the East Coast. In addition, although we do not
      have
      any formalized, material agreements or long-term contracts with it, we have
      a
      16-year relationship with Green Mountain Coffee Roasters, our largest wholesale
      green coffee customer. Our 30-plus years of experience as a roaster and a dealer
      of green coffee allows us to provide our roasting experience as a value added
      service to our gourmet roaster customers. The assistance we provide to our
      customers includes training, coffee blending and market identification. We
      believe that our relationships with wholesale green coffee customers and our
      focus on selling green coffee as a wholesaler has enabled us to participate
      in
      the growth of the specialty coffee market while mitigating the risks associated
      with the competitive retail specialty coffee environment. In 2007, we added
      two
      green coffee salespersons in Florida and Oregon to enable us to further grow
      our
      green coffee business in the southern and western United States.




***Diverse
      Portfolio of Differentiated Branded Coffees.*** Currently,
      our highest net profit margin is on our branded coffees. We have amassed a
      portfolio of five proprietary name brands sold to supermarkets, wholesalers
      and
      individually owned stores in the United States, including brands for specialty
      espresso, Latin espresso, Italian espresso, 100% Colombian coffee and blended
      coffee. In addition, we have entered into a licensing agreement with Del Monte
      Corporation for the exclusive right to use the S&W and IL CLASSICO
      trademarks in the United States and other countries approved by Del Monte
      Corporation in connection with the production, manufacture and sale of roasted
      whole bean and ground coffee for distribution to retail customers. We plan
      to
      broaden our customer base and increase penetration with existing customers
      by
      expanding the S&W label from a well-known brand on the West Coast to a
      well-known brand throughout the United States. In July 2007, we entered into
      a
      three-year licensing agreement with Entenmann’s Products, Inc., a subsidiary of
      Entenmann’s, Inc., which is one of the nation’s oldest baking companies. The
      agreement gives us the exclusive rights to manufacture, market and distribute
      a
      full line of Entenmann’s brand coffee products throughout the United States. We
      anticipate rolling out these items to our customers in early 2008. We expect
      to
      develop not only mainstream Entenmann’s coffee items, but upscale flavored
      Entenmann’s products in twelve-ounce valve bags as well. These products will
      give the line a visible upscale image to our retailers and their customers,
      which we believe will be integral to the long-term success of this arrangement.
      Our existing portfolio of differentiated brands combined with our management
      expertise serve as a platform to add additional name brands through acquisition
      or licensing agreements which target product niches and segments that do not
      compete with our existing brands.




***Management
      Has Extensive Experience in the Coffee Industry.*** We have
      been a family operated business for three generations. Throughout this time,
      we
      have remained profitable through varying cycles in the coffee industry and
      the
      economy. Andrew Gordon, our President, Chief Executive Officer and Chief
      Financial Officer, and David Gordon, our Executive Vice President - Operations,
      have worked with Coffee Holding for 25 and 27 years, respectively. David Gordon
      is an original member of the Specialty Coffee Association of America. We believe
      that our employees and management are dedicated to our vision and mission,
      which
      is to produce high quality products, as well as to provide quality and
      responsive service to our customers.




**Our
      Growth Strategy**




We
      believe that significant growth opportunities exist by selectively pursuing
      strategic acquisitions and alliances, targeting the rapidly growing Hispanic
      market in the United States, increasing penetration with existing customers
      by
      adding new products, and developing our food service business. By capitalizing
      on this strategy, we hope to continue to grow our business with our commitment
      to quality and personalized service to our customers. We do not intend to
      compete on price alone nor do we intend to expand sales at the expense of
      profitability.




3




***Selectively
      Pursue Strategic Acquisitions and Alliances.*** We
      intend to expand our operations by acquiring coffee companies, seeking strategic
      alliances and acquiring or licensing brands, which complement our business
      objectives. Consistent with this strategy, in February 2004, we acquired certain
      assets of Premier Roasters and entered into a licensing agreement with Del
      Monte
      Corporation for the exclusive right to use the S&W and IL CLASSICO
      trademarks, including Premium, Premium Decaf, French Roast, Colombian, Colombian
      Decaf, Swiss Water Decaf, Kona, and Mellow'd Roast lines, in the United States
      and other countries approved by Del Monte Corporation in connection with the
      production, manufacture and sale of roasted whole bean and ground coffee for
      distribution at the retail level.




In
      April
      2006, we entered into a joint venture with Caruso’s Coffee of Brecksville, Ohio
      and formed Generations Coffee Company, LLC, which engages in the roasting,
      packaging and sale of private label specialty coffee products. We intend to
      further expand the market presence of our branded products outside our primary
      Northeastern United States market through other acquisitions and strategic
      alliances as opportunities arise.




We
      have
      entered into a licensing agreement with Entenmann’s Products, Inc., which gives
      us the exclusive rights to manufacture, market and distribute a full line of
      Entenmann’s brand coffee products throughout the United States. We expect to
      develop not only mainstream Entenmann’s coffee items, but upscale flavored
      Entenmann’s products in twelve-ounce valve bags as well. These products will
      give the line a visible upscale image to our retailers and their customers,
      which we believe will be integral to the long-term success of this
      arrangement.




***Grow
      Our Caf*** ***é*** ***Caribe
      Product.*** The
      Hispanic population in the United States is growing at nine times the average
      rate and now represents the largest minority demographic in the United States.
      We believe there is significant opportunity for our Café Caribe brand to gain
      market share among Hispanic consumers in the United States. Café Caribe, which
      has historically been our leading brand by revenue, is a specialty espresso
      coffee that targets espresso coffee drinkers and, in particular, Hispanic
      consumers. ****




***Further
      Market Penetration of Our Niche Products.*** We
      intend to capture additional market share through our existing distribution
      channels by selectively adding or introducing new brand names and products
      across multiple price points, including:




·
            Specialty
                blends;




·
            Private
                label “value” blends and trial-sized mini-brick
                packages;




·
            Specialty
                instant coffees;




·
            Instant
                cappuccinos and hot chocolates; and




·
            Tea
                line products.




***Develop
      Our Food Service Business.*** We plan
      to expand further into the food service business by developing new distribution
      channels for our products. Currently, we have a limited presence in the food
      service market. In 2003, we began marketing our upscale restaurant and Colombian
      coffee brands to hotels, restaurants, office coffee services companies and
      other
      food service retailers. In addition, we have expanded our food service offerings
      to include instant cappuccinos, tea products and an equipment program for our
      customers. We attend at least ten annual trade shows held by various buying
      groups, which provide us a national audience to market our food service
      products.




4




**Our
      Core Products**




Our
      core
      products can be divided into three categories:




·
            ***Wholesale
                Green Coffee:***unroasted
                raw beans imported from around the world and sold to large and small
                roasters and coffee shop operators;




·
            ***Private
                Label Coffee:***coffee
                roasted, blended, packaged and sold under the specifications and
                names of
                others, including supermarkets that want to have their own brand
                name on
                coffee to compete with national brands;
                and




·
            ***Branded
                Coffee*****:**coffee roasted and blended to our own specifications and sold under
                our
                seven brand names in different segments of the
                market.




***Wholesale
      Green Coffee.*** The
      specialty green coffee market represents the fastest growing area of our
      industry. The number of gourmet coffee houses have been increasing in all areas
      of the United States. The growth in specialty coffee sales has created a
      marketplace for higher quality and differentiated products, which can be priced
      at a premium in the marketplace. As a large roaster/dealer of green coffee,
      we
      are favorably positioned to increase our specialty coffee sales. We sell green
      coffee beans to small roasters and coffee shop operators located throughout
      the
      United States and carry over 90 different varieties. Specialty green coffee
      beans are sold unroasted, direct from warehouses to small roasters and gourmet
      coffee shop operators, which then roast the beans themselves. We sell from
      as
      little as one bag (132 pounds) to a full truckload (44,000 pounds) depending
      on
      the size and need of the customer. We believe that we can increase sales of
      wholesale green coffee without venturing into the highly competitive retail
      specialty coffee environment and that we can be as profitable or more profitable
      than our competition in this segment by selling “one bag at a time” rather than
“one cup at a time.”




***Private
      Label Coffee.*** We
      roast, blend, package and sell coffee under private labels for companies
      throughout the United States and Canada. Our private label coffee is sold in
      cans, brick packages and instants in a variety of sizes. As
      of
      October 31, 2007, we supplied coffee under approximately 422 different labels
      to
      wholesalers and retailers, including Supervalu, C&S Wholesale and Nash
      Finch, three of the largest grocery wholesalers in North America according
      to *Private
      Label*  *Magazine.* **** We
      produce private label coffee for customers who desire to sell coffee under
      their
      own name but do not want to engage in the manufacturing process. Our private
      label customers seek a quality similar to the national brands at a lower cost,
      which represents a better value for the consumer.




***Branded
      Coffee*** **.** We roast
      and blend our branded coffee according to our own recipes and package the coffee
      at our facilities in Brooklyn, New York and La Junta, Colorado. We then sell
      the
      packaged coffee under our brand labels to supermarkets, wholesalers and
      individually owned stores throughout the United States.




We
      hold
      trademarks for each of our proprietary name brands and have the exclusive right
      to use the S&W and IL CLASSICO trademarks in the United States in connection
      with the production, manufacture and sale of roasted whole bean and ground
      coffee for distribution at the retail level. For further information regarding
      our trademark rights, see “ *Business-Trademarks* .”




Each
      of
      our name brands is directed at a particular segment of the coffee market. Our
      branded coffees are:




·
            ***Café
                Caribe***is
                a specialty espresso coffee that targets espresso coffee drinkers
                and, in
                particular, the Hispanic consumer market;**




5




·
            ***S&W***is
                an upscale canned coffee established in 1921 and includes Premium,
                Premium
                Decaf, French Roast, Colombian, Colombian Decaf, Swiss Water Decaf,
                Kona,
                Mellow'd Roast and IL CLASSICO
                lines;




·
            ***Café
                Supremo*****is
                a specialty espresso that targets espresso drinkers of all backgrounds
                and
                tastes. It is designed to introduce coffee drinkers to the tastes
                of dark
                roasted coffee;




·
            ***Don
                Manuel***is
                produced from the finest 100% Colombian coffee beans. Don Manuel
                is an
                upscale quality product which commands a substantial premium compared
                to
                the more traditional brown coffee blends. We also use this known
                trademark
                in our food service business because of the high brand
                quality;




·
            ***Fifth
                Avenue***is
                a blended coffee that has become popular as an alternative for consumers
                who purchase private label or national branded coffee. We also market
                this
                brand to wholesalers who do not wish to undertake the expense of
                developing a private label coffee program under their own
                name;




·
            ***Via
                Roma***is
                an Italian espresso targeted at the more traditional espresso drinker;
                and




·
            ***Il
                CLASSICO***is
                an S&W brand espresso product.




**Other
      Products**




We
      also
      offer several niche products, including:




·
            trial-sized
                mini-brick coffee packages;




·
            specialty
                instant coffees;




·
            instant
                cappuccinos and hot chocolates; and




·
            tea
                line products.




**Raw
      Materials**




Coffee
      is
      a commodity traded on the Commodities and Futures Exchange subject to price
      fluctuations. Over the past five years, the average price per pound of coffee
      beans ranged from approximately $0.43 to $1.45. The price for coffee beans
      on
      the commodities market as of October 31, 2007 was $1.21 per pound. Specialty
      green coffee, unlike most coffee, is not tied directly to the commodities cash
      markets. Instead, it tends to trade on a negotiated basis at a substantial
      premium over commodity coffee pricing, depending on the origin, supply and
      demand at the time of purchase. We are a licensed Fair Trade dealer of Fair
      Trade certified coffee. Fair Trade certified coffee helps small coffee farmers
      to increase their incomes and improve the prospects of their communities and
      families by guaranteeing farmers a minimum price of five cents above the current
      market price. Although we may purchase Fair Trade certified coffee from time
      to
      time, we are not obligated to do so and we do not have any commitments to
      purchase Fair Trade certified coffee. Our Cleveland Facility operated by
      Generations Coffee is certified organic by the Organic Crop Improvement
      Association. All of our specialty green coffees, as well as all of the other
      coffees we import for roasting, are subject to multiple levels of quality
      control.




We
      purchase our green coffee from dealers located primarily within the United
      States. The dealers supply us with coffee beans from many countries, including
      Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda. In fiscal 2007,
      approximately 83% all of our green coffee purchases were from ten suppliers.
      One
      of these suppliers, Rothfos Corporation, accounted for approximately $15.4
      million, or 31% of our total product purchases. An employee of Rothfos
      Corporation is one of our directors. Another of these suppliers, Atlantic (USA)
      Inc., accounted for approximately $7.0 million, or 14% of our total product
      purchases. We do not have any formalized, material agreements or long-term
      contracts with any of these suppliers. Rather, our purchases are typically
      made
      pursuant to individual purchase orders. We do not believe that the loss of
      any
      one supplier, including Rothfos, would have a material adverse effect on our
      operations due to the availability of alternate suppliers.




6




The
      supply and price of coffee beans are subject to volatility and are influenced
      by
      numerous factors which are beyond our control. Supply and price can be affected
      by factors such as weather, politics and economics in the coffee exporting
      countries. Increases in the cost of coffee beans can, to a certain extent,
      be
      passed on to our customers in the form of higher prices for coffee beans and
      processed coffee. Drastic or prolonged increases in coffee prices could also
      adversely impact our business as it could lead to a decline in overall
      consumption of coffee. Similarly, rapid decreases in the cost of coffee beans
      could force us to lower our sale prices before realizing cost reductions in
      our
      purchases.




We
      subject all of our private unroasted green coffee to both a pre-shipment sample
      approval and an additional sample approval upon arrival into the United States.
      Once the arrival sample is approved, we then bring the coffee to one of our
      facilities to roast and blend according to our own strict specifications. During
      the roasting and blending process, samples are pulled off the production line
      and tested on an hourly basis to ensure that each batch roasted is consistent
      with the others and meets the strict quality standards demanded by our customers
      and us.




**Our
      Use of Derivatives**




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. We 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 or 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. See “ *Quantitative
      and Qualitative Disclosures About Market Risk-Commodity Price
      Risks* .”




**Trademarks**




We
      hold
      trademarks, registered with the United States Office of Patent and Trademark,
      for all five of our proprietary coffee brands and an exclusive license for
      S&W and IL CLASSICO brands for sale in the United States. Trademark
      registrations are subject to periodic renewal and we anticipate maintaining
      our
      registrations. We believe that our brands are recognizable in the marketplace
      and that brand recognition is important to the success of our branded coffee
      business.




**Customers**




We
      sell
      our private label and our branded coffee to three of the largest wholesalers
      in
      the United States (according to Supermarket News) and are the exclusive coffee
      supplier for Supervalu and Nash Finch Co., the largest and fourth largest
      wholesalers in the United States. **** We sell
      wholesale green coffee to Green Mountain Coffee Roasters. Sales to Green
      Mountain Coffee Roasters and Sav-A-Lot accounted for approximately $14.4
      million, or 25%, and $7.5 million, or 13%, of our net sales for the fiscal
      year
      ended October 31, 2007 and $15.8 million, or 31%, and $3.2 million, or 6% for
      the fiscal year ended October 31, 2006, respectively.




7




Although
      our agreements with wholesale customers generally contain only pricing terms,
      our contracts with certain customers, including Sav-A-Lot, also contain minimum
      and maximum purchase obligations at fixed prices. Because our profits on a
      fixed-price contract could decline if coffee prices increased, 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 favorable
      prices. Although the use of these derivative financial instruments has enabled
      us to mitigate the effect of changing prices, no strategy is effective to
      eliminate the pricing risks and we generally remain exposed to loss when prices
      change significantly in a short period of time, and we generally remain exposed
      to supply risk in the event of non-performance by the counter-parties to any
      futures contracts.




**Marketing**





We
      market
      our private label and wholesale coffee through trade shows, industry
      publications, face-to-face contact and through the use of our internal sales
      force and non-exclusive independent food and beverage sales brokers. We also
      use
      our web site (www.coffeeholding.com) as a method of marketing our coffee
      products and ourselves.




For
      our
      private label and branded coffees, we will, from time to time in conjunction
      with retailers and with wholesalers, conduct in-store promotions, such as
      product demonstrations, coupons, price reductions, two-for-one sales and new
      product launches to capture changing consumer taste preference for upscale
      canned coffees.




We
      evaluate opportunities for growth consistent with our business objectives.
      We
      have established relationships with independent sales brokers to market our
      products in the Western United States, an area of the country where we have
      not
      had a high penetration of sales. In addition, we employ a West Coast Brand
      Manager who markets our S&W and IL CLASSICO brands, as well as our other
      branded and private label coffee products. We intend to capture additional
      market share in our existing distribution channels by selectively adding or
      introducing new brand names and products across multiple price points, including
      niche specialty blends, private label “value” blends and mini-brick, filter
      packages, instant cappuccinos and tea line products. We also intend to add
      specialty instant coffees to our extensive line of instant coffee
      products.




**Charitable
      Activities**




We
      are
      also a supporter of several coffee-oriented charitable
      organizations.




·
            For
                over 13 years, we have been members of Coffee Kids, an international
                non-profit organization that helps to improve the quality of life
                of
                children and their families in coffee-growing communities in Mexico,
                Guatemala, Nicaragua and Costa
                Rica.




·
            We
                are members of Grounds for Health, an organization that educates,
                screens,
                and arranges treatment for women who have cancer and live in the
                rural
                coffee growing communities of
                Mexico.




·
            We
                are a licensed Fair Trade dealer of Fair Trade certified coffee.
                Fair
                Trade helps small coffee farmers to increase their incomes and improve
                the
                prospects of their communities and families. It guarantees farmers
                a
                minimum price of $1.26 per pound or five cents above the current
                market
                price.




8




·
            Most
                recently, we are the administrative benefactors to a new non-profit
                organization called Cup for Education. After discovering the lack
                of
                schools, teachers, and basic fundamental learning supplies in the
                poor
                coffee growing communities of Central and Latin America, “Cup” was
                established by our employee, Karen Gordon, to help build schools,
                sponsor
                teachers, and purchase basic supplies such as books, chalk and other
                necessities for a proper education.




**Competition**




The
      coffee market is highly competitive. We compete in the following areas:




***Wholesale
      Green Coffee.*** There
      are many green coffee dealers throughout the United States. Many of these
      dealers have greater financial resources than we do. However, we believe that
      we
      have both the knowledge and the capability to assist small specialty gourmet
      coffee roasters with developing and growing their business. Our 30-plus years
      of
      experience as a roaster and a dealer of green coffee allows us to provide our
      roasting experience as a value added service to our gourmet roaster customers.
      While other coffee merchants may be able to offer lower prices for coffee beans,
      we market ourselves as a value-added supplier to small roasters, with the
      ability to help them market their specialty coffee products and develop a
      customer base. The assistance we provide our customers includes training, coffee
      blending and market identification. Because specialty green coffee beans are
      sold unroasted to small coffee shops and roasters that market their products
      to
      local gourmet customers, we do not believe that our specialty green coffee
      customers compete with our private label or branded coffee lines of business.
      We
      believe that the addition of our two green coffee salespersons in Florida and
      Oregon will allow us to compete more effectively throughout the
      country.




***Private
      Label Competition.*** There
      are several major producers of coffee for private label sale in the United
      States. Many other companies produce coffee for sale on a regional basis. Our
      main competitors are The Kroger Co. and the former coffee division of Sara
      Lee
      Corporation, which was recently purchased by Segafredo Zanetti Group. Both
      The
      Kroger Co. and the former Sara Lee division are larger and have more financial
      and other resources than we do and therefore are able to devote more resources
      to product development and marketing. We believe that we remain competitive
      by
      providing a high level of quality and customer service. This service includes
      ensuring that the coffee produced for each label maintains a consistent taste
      and is delivered on time and in the proper quantities. In addition, we provide
      our private label customers with information on the coffee market on a regular
      basis.




***Branded
      Competition.*** Our
      proprietary brand coffees compete with many other brands that are sold in
      supermarkets and specialty stores, primarily in the Northeastern United States.
      The branded coffee market in both the Northeast and elsewhere is dominated
      by
      three large companies: Kraft General Foods, Inc., The Procter & Gamble
      Company and the former coffee division of Sara Lee Corporation, which was
      recently purchased by Segafredo Zanetti Group, who also market specialty coffee
      in addition to non-specialty coffee. Our large competitors have greater access
      to capital and a greater ability to conduct marketing and promotions. We believe
      that, while our competitors’ brands may be more nationally recognizable, our
      Café Caribe brand is competitive in the fast growing Hispanic demographic and
      our S&W brand has been a popular and recognizable brand on the West Coast
      for over 80 years. In addition, our relationship with Entenmann’s resulted in
      Entenmanns’s entry into the coffee business being voted as the second best brand
      extension of 2007 by Brandweek.com.




**Government
      Regulation**




Our
      coffee roasting operations are subject to various governmental laws and
      regulations, which require us to obtain licenses, relating to customs, health
      and safety, building and land use, and environmental protection. Our roasting
      facility is subject to state and local air-quality and emissions regulation.
      If
      we encounter difficulties in obtaining any necessary licenses or if we have
      difficulty complying with these laws and regulations, then we could be subject
      to fines and penalties, which could have a material adverse effect on our
      profitability. In addition, our product offerings could be limited, thereby
      reducing our revenues.




9




We
      believe that we are in compliance in all material respects with all such laws
      and regulations and that we have obtained all material licenses and permits
      that
      are required for the operation of our business. We are not aware of any
      environmental regulations that have or that we believe will have a material
      adverse effect on our operations.




**Employees**




We
      have
      83 full-time employees, 64 of whom are employed in the areas of coffee roasting,
      blending and packaging and 19 of whom are in administration and sales. None
      of
      our employees are represented by unions or collective bargaining agreements.
      Our
      management believes that we maintain a good working relationship with our
      employees. To supplement our internal sales staff, we sometimes use independent
      national and regional sales brokers who work on a commission basis.




**ITEM
              1A.**
            **RISK
                FACTORS**




An
      investment in our common stock is subject to risks inherent in our business.
      Before making an investment decision, you should carefully consider the risks
      and uncertainties described below together with all of the other information
      included in this report. In addition to the risks and uncertainties described
      below, other risks and uncertainties not currently known to us or that we
      currently deem to be immaterial also may materially and adversely affect our
      business, financial condition and results of operations. The value or market
      price of our common stock could decline due to any of these identified or other
      risks, and you could lose all of your investment.




**Risk
      Factors Affecting Our Company**




***Because
      our business is highly dependent upon a single commodity, coffee, any decrease
      in demand for coffee could materially adversely affect our revenues and
      profitability.*** Our
      business is centered on essentially one commodity: coffee. Our operations have
      primarily focused on the following areas of the coffee industry:




·
            the
                roasting, blending, packaging and distribution of private label coffee;




·
            the
                roasting, blending, packaging and distribution of proprietary branded
                coffee; and




·
            the
                sale of wholesale specialty green coffee.




Demand
      for our products is affected by:




·
            consumer
                tastes and preferences;




·
            national,
                regional and local economic conditions;




·
            demographic
                trends; and




·
            the
                type, number and location of competing products.




10




Because
      we rely on a single commodity, any decrease in demand for coffee would harm
      our
      business more than if we had more diversified product offerings and could
      materially adversely affect our revenues and operating results.




***If
      we are unable to geographically expand our branded and private label products,
      our growth will be impeded which could result in reduced sales and
      profitability.*** Our
      business strategy emphasizes, among other things, geographic expansion of our
      branded and private label products as opportunities arise. We may not be able
      to
      implement successfully this portion of our business strategy. Our ability to
      implement this portion of our business strategy is dependent on our ability
      to:




·
            market
                our products on a national scale;




·
            increase
                our brand recognition on a national scale;




·
            enter
                into distribution and other strategic arrangements with third party
                retailers; and




·
            manage
                growth in administrative overhead and distribution costs likely to
                result
                from the planned expansion of our distribution channels.




Our
      sales
      and profitability may be adversely affected if we fail to successfully expand
      the geographic distribution of our branded and private label products. In
      addition, our expenses could increase and our profits could decrease as we
      implement our growth strategy.




***If
      our hedging policy is not effective, we may not be able to control our coffee
      costs, we may be forced to pay greater than market value for green coffee and
      our profitability may be reduced.*** 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 for the purpose of hedging
      the
      effects of changing green coffee prices. In addition, during the latter half
      of
      fiscal 2000, we began to acquire futures contracts with longer terms, generally
      three to four months, for the purpose of guaranteeing an adequate supply of
      green coffee. Realized and unrealized gains or losses on futures contracts
      are
      accounted for in cost of sales. Gains on futures contracts reduce cost of sales
      and losses on futures contracts increase cost of sales. Although we had net
      gains on futures contracts for the years ended October 31, 2007 and 2006,
      respectively, we have incurred losses on futures contracts during some past
      reporting periods, which could materially increase our cost of sales and
      materially decrease our profitability and adversely affect our stock
      price.




Although
      the use of these derivative financial instruments has generally enabled us
      to
      mitigate the effect of changing prices, no strategy is effective to eliminate
      the pricing risks and we generally remain exposed to loss on futures contracts
      when prices decline significantly in a short period of time, and we generally
      remain exposed to supply risk in the event of non-performance by the
      counter-parties to any futures contracts. Although, historically, we generally
      have been able to pass green coffee price increases through to customers,
      thereby maintaining our gross profits, we may not be able to pass price
      increases through to our customers in the future. Our hedging strategy and
      the
      hedges that we enter into may not adequately offset the risks of coffee bean
      price volatility and our hedges may result in losses. Failure to properly design
      and implement an effective hedging strategy may materially adversely affect
      our
      business and operating results. In this case, our costs of sales may increase,
      resulting in a decrease in profitability.




***Our
      revenues and profitability could be adversely affected if our joint ventures
      are
      not successful.*** In March
      2006, we entered into a joint venture with Coffee Bean Trading-Roasting LLC
      and
      formed Café La Rica, LLC. The joint venture engages in the roasting, packaging
      and sale of the Café La Rica brand coffee and other branded and food service
      coffee products in Miami, Florida. In April 2006, we entered into a joint
      venture with Caruso's Coffee of Brecksville, Ohio and formed Generations Coffee
      Company, LLC, which will engage in the roasting, packaging and sale of private
      label specialty coffee products. To date, Generations Coffee Company has engaged
      in limited operations. During 2007, Café La Rica incurred a loss of $182,680.
      The joint venture was dissolved in October of 2007, resulting in an aggregate
      loss to Coffee Holding since inception of $494,112 on our investment and
      outstanding trade receivables and advances. While we believe that the
      Generations Coffee Company joint venture will be successful, losses in this
      joint venture would hurt our profitability.




11




In
      addition, we generally will not be in a position to exercise sole
      decision-making authority regarding our joint ventures. Investments in joint
      ventures may under certain circumstances, involve risks not present when a
      third-party is not involved, including the possibility that joint venture
      partners might become bankrupt or fail to fund their share of the required
      capital contributions. Joint venture partners may have business interests,
      strategies or goals that are inconsistent with our business interests,
      strategies or goals and may be in cases where we have a minority interest will
      be, in a position to take actions contrary to our policies, strategies or
      objectives. Joint venture investments also entail a risk of impasse on
      decisions, because neither we nor our joint venture partner would have full
      control over the joint venture. Any disputes that may arise between us and
      our
      joint venture partners may result in litigation or arbitration that could
      increase our expenses and could prevent our officers and/or directors from
      focusing their time and effort exclusively on our business strategies. In
      addition, we may in certain circumstances be liable for the actions of our
      third-party joint venture partners.




***Any
      inability to successfully implement our strategy of growth through selective
      acquisitions, licensing arrangements and other strategic alliances could
      materially affect our revenues and profitability.*** Our
      strategy of growth through the selective acquisition of coffee companies, the
      selective acquisition or licensing of additional coffee brands and other
      strategic alliances presents risks that could result in increased expenditures
      and could materially adversely affect our revenues and profitability,
      including:




·
            such
                acquisitions, licensing arrangements or other strategic alliances
                may
                divert our management’s attention from our existing
                operations;




·
            we
                may not be able to successfully integrate any acquired coffee companies
                or
                new coffee brands into our existing
                business;




·
            we
                may not be able to manage the contingent risks associated with the
                past
                operations of, and other unanticipated problems arising in, any acquired
                coffee company; and




·
            we
                may not be able to control unanticipated costs associated with such
                acquisitions, licensing arrangements or strategic
                alliances.




In
      addition, any such acquisitions, licensing arrangements or strategic alliances
      may result in:




·
            potentially
                dilutive issuances of our equity securities;
                and




·
            the
                incurrence of additional debt.




As
      has
      been our practice in the past, we will continuously evaluate any such
      acquisitions, licensing opportunities or strategic alliances as they arise.
      However, we have not reached any agreement or arrangement with respect to any
      such acquisition, licensing opportunity or strategic alliance at this time
      and
      we may not be able to consummate any acquisitions, licensing arrangements or
      strategic alliances on terms favorable to us or at all. The failure to
      consummate any such acquisitions, licensing arrangements or strategic alliances
      may reduce our growth and expansion.




12




***The
      loss of any of our key customers could negatively affect our revenues and
      decrease our earnings.*** We are
      highly dependant upon sales of our private label and branded coffee to two
      wholesalers, Supervalu, Sav-A-Lot and Topco, and upon sales of wholesale green
      coffee to one customer, Green Mountain Coffee Roasters. Sales to Green Mountain
      Coffee Roasters and Sav-A-Lot accounted for approximately 25% and 13% of our
      net
      sales for the year ended October 31, 2007, respectively.




Although
      no other customer accounted for greater than 10% of our net sales during these
      periods, other customers may account for more than 10% of our net sales in
      future periods. We do not have long-term contracts with these or any of our
      customers. Accordingly, our customers can stop purchasing our products at any
      time without penalty and are free to purchase products from our competitors.
      The
      loss of, or reduction in sales to, customers such as Supervalu, Topco/Shurfine,
      Green Mountain Coffee Roasters or any of our other customers to which we sell
      a
      significant amount of our products or any material adverse change in the
      financial condition of such customers would negatively affect our revenues
      and
      decrease our earnings.




***If
      we lose our key personnel, including Andrew Gordon and David Gordon, our
      revenues and profitability could suffer.*** Our
      success depends to a large degree upon the services of Andrew Gordon, our
      President, Chief Executive Officer, Chief Financial Officer and Treasurer,
      and
      David Gordon, our Executive Vice President-Operations and Secretary. We also
      depend to a large degree on the expertise of our coffee roasters. We do not
      have
      employment contracts with our coffee roasters. Our ability to source and
      purchase a sufficient supply of high quality coffee beans and to roast coffee
      beans consistent with our quality standards could suffer if we lose the services
      of any of these individuals. As a result, our business and operating results
      would be adversely affected. We may not be successful in obtaining and retaining
      a replacement for either Andrew Gordon or David Gordon if they elect to stop
      working for us. In addition, we do not have key-man insurance on the lives
      of
      Andrew Gordon or David Gordon.




***If
      our planned increase in marketing expenditures fails to promote and enhance
      our
      brands, the value of our brands could decrease and our revenues and
      profitability could be adversely affected.*** We
      believe that promoting and enhancing our brands is critical to our success.
      We
      intend to increase our marketing expenditures to increase awareness of our
      brands, which we expect will create and maintain brand loyalty. If our
      brand-building strategy is unsuccessful, these expenses may never be recovered,
      and we may be unable to increase awareness of our brands or protect the value
      of
      our brands. If we are unable to achieve these goals, our revenues and ability
      to
      implement our business strategy could be adversely affected.




Our
      success in promoting and enhancing our brands will also depend on our ability
      to
      provide customers with high quality products and service. Although we take
      measures to ensure that we sell only fresh roasted coffee, we have no control
      over our coffee products once they are purchased by our wholesale customers.
      Accordingly, wholesale customers may store our coffee for longer periods of
      time
      or resell our coffee without our consent, in each case, potentially affecting
      the quality of the coffee prepared from our products. Although we believe we
      are
      less susceptible to quality control problems than many of our competitors
      because a majority of our products are sold in cans or brick packs unlike whole
      bean coffees, if consumers do not perceive our products and service to be of
      high quality, then the value of our brands may be diminished and, consequently,
      our operating results and ability to implement our business strategy may be
      adversely affected.




***Our
      roasting methods are not proprietary, so competitors may be able to duplicate
      them, which could harm our competitive position. If our competitive position
      is
      weakened, our revenues and profitability could be materially adversely
      affected.*** We
      consider our roasting methods essential to the flavor and richness of our
      roasted coffee and, therefore, essential to our brands of coffee. Because we
      do
      not hold any patents for our roasting methods, it may be difficult for us to
      prevent competitors from copying our roasting methods if such methods become
      known. If our competitors copy our roasting methods, the value of our coffee
      brands may be diminished, and we may lose customers to our competitors. In
      addition, competitors may be able to develop roasting methods that are more
      advanced than our roasting methods, which may also harm our competitive
      position.




13




***Our
      operating results may fluctuate significantly, which makes our results of
      operations difficult to predict and could cause our results of operations to
      fall short of expectations.*** Our
      operating results may fluctuate from quarter to quarter and year to year as
      a
      result of a number of factors, many of which are outside of our control. These
      fluctuations could be caused by a number of factors including:




·
            fluctuations
                in purchase prices and supply of green
                coffee;




·
            fluctuations
                in the selling prices of our
                products;




·
            the
                level of marketing and pricing competition from existing or new
                competitors in the coffee industry;




·
            the
                success of our hedging strategy;




·
            our
                ability to retain existing customers and attract new customers;
                and




·
            our
                ability to manage inventory and fulfillment operations and maintain
                gross
                margins.




As
      a
      result of the foregoing, period-to-period comparisons of our operating results
      may not necessarily be meaningful and those comparisons should not be relied
      upon as indicators of future performance. Accordingly, our operating results
      in
      future quarters may be below market expectations. In this event, the price
      of
      our common stock may decline.




***Since
      we rely heavily on common carriers to ship our coffee on a daily basis, any
      disruption in their services or increase in shipping costs could adversely
      affect our relationship with our customers, which could result in reduced
      revenues, increased operating expenses, a loss of customers or reduced
      profitability.*** We rely
      on a number of common carriers to deliver coffee to our customers and to deliver
      coffee beans to us. We consider roasted coffee a perishable product and we
      rely
      on these common carriers to deliver fresh roasted coffee on a daily basis.
      We
      have no control over these common carriers and the services provided by them
      may
      be interrupted as a result of labor shortages, contract disputes and other
      factors. If we experience an interruption in these services, we may be unable
      to
      ship our coffee in a timely manner, which could reduce our revenues and
      adversely effect our relationship with our customers. In addition, a delay
      in
      shipping could require us to contract with alternative, and possibly more
      expensive, common carriers and could cause orders to be cancelled or receipt
      of
      goods to be refused. Any significant increase in shipping costs could lower
      our
      profit margins or force us to raise prices, which could cause our revenue and
      profits to suffer.




***If
      there was a significant interruption in the operation of either one of our
      facilities, we may not have the capacity to service all of our customers and
      we
      may not be able to service our customers in a timely manner, thereby reducing
      our revenues and earnings.*** A
      significant interruption in the operation of either of our coffee roasting
      and
      distribution facilities, whether as a result of a natural disaster or other
      causes, could significantly impair our ability to operate our business. Due
      to
      manufacturing and logistical efficiencies, our New York facility generally
      services customers in the Northeastern United States and the Midwest United
      States and our La Junta, Colorado facility services customers in the Western
      United States. If there was a significant interruption in the operation of
      either one of our facilities, we may not have the capacity to service all of
      our
      customers out of the lone operating facility and we may not be able to service
      our customers in a timely manner. As a result, our revenues and earnings would
      be materially adversely affected.




14




**Risk
      Factors Related to the Coffee Industry**




***Increases
      in the cost of high quality Arabica or Robusta coffee beans could reduce our
      gross margin and profit.*** Coffee
      is a traded commodity and, in general, its price can fluctuate depending
      on:




·
            weather
                patterns in coffee-producing
                countries;




·
            economic
                and political conditions affecting coffee-producing countries, including
                acts of terrorism in such
                countries;




·
            foreign
                currency fluctuations; and




·
            trade
                regulations and restrictions between coffee-producing countries and
                the
                United States.




If
      the
      cost of wholesale green coffee increases due to any of these factors, our
      margins could decrease and our profitability could suffer accordingly. Although
      we have historically attempted to raise the selling prices of our products
      in
      response to increases in the price of wholesale green coffee, when wholesale
      green coffee prices increase rapidly or to significantly higher than normal
      levels, we are not always able to pass the price increases through to our
      customers on a timely basis, if at all, which adversely affects our operating
      margins and cash flow. We may not be able to recover any future increases in
      the
      cost of wholesale green coffee. Even if we are able to recover future increases,
      our operating margins and results of operations may still be materially and
      adversely affected by time delays in the implementation of price
      increases.




***Disruptions
      in the supply of green coffee could result in a deterioration of our
      relationship with our customers, decreased revenues or could impair our ability
      to grow our business.*** Green
      coffee is a commodity and its supply is subject to volatility beyond our
      control. Supply is affected by many factors in the coffee growing countries
      including weather, political and economic conditions, acts of terrorism, as
      well
      as efforts by coffee growers to expand or form cartels or associations. If
      we
      are unable to procure a sufficient supply of green coffee, our sales would
      suffer.




Some
      of
      the Arabica coffee beans of the quality we purchase do not trade directly on
      the
      commodity markets. Rather, we purchase the high-end Arabica coffee beans that
      we
      use on a negotiated basis. We depend on our relationships with coffee brokers,
      exporters and growers for the supply of our primary raw material, high quality
      Arabica coffee beans. If any of our relationships with coffee brokers, exporters
      or growers deteriorate, we may be unable to procure a sufficient quantity of
      high quality coffee beans at prices acceptable to us or at all. In such case,
      we
      may not be able to fulfill the demand of our existing customers, supply new
      retail stores or expand other channels of distribution. A raw material shortage
      could result in a deterioration of our relationship with our customers,
      decreased revenues or could impair our ability to expand our
      business.




***The
      coffee industry is highly competitive and if we cannot compete successfully,
      we
      may lose our customers or experience reduced sales and
      profitability.*** The
      coffee markets in which we do business are highly competitive and competition
      in
      these markets is likely to become increasingly more intense due to the
      relatively low barriers to entry. The industry in which we compete is
      particularly sensitive to price pressure, as well as quality, reputation and
      viability for wholesale and brand loyalty for retail. To the extent that one
      or
      more of our competitors becomes more successful with respect to any key
      competitive factor, our ability to attract and retain customers could be
      materially adversely affected. Our private label and branded coffee products
      compete with other manufacturers of private label coffee and branded coffees.
      These competitors, such as Kraft General Foods, Inc., The Kroger Co., The
      Procter & Gamble Company and Sara Lee Corporation, have much greater
      financial, marketing, distribution, management and other resources than we
      do
      for marketing, promotions and geographic and market expansion. In addition,
      there are a growing number of specialty coffee companies who provide specialty
      green coffee and roasted coffee for retail sale. If we are unable to compete
      successfully against existing and new competitors, we may lose our customers
      or
      experience reduced sales and profitability.




15




**ITEM
              1B.**
            **UNRESOLVED
                STAFF COMMENTS**




Not
      applicable.






**ITEM
                2.**
            **PROPERTIES**




We
      are
      headquartered at 4401 First Avenue, Brooklyn, New York, where we own the land
      and an approximately 15,000 square foot building. The building houses our
      executive offices, as well as our plant where we roast, blend and package our
      coffee.




We
      lease
      a 50,000 square foot facility located at 27700 Frontage Road in La Junta,
      Colorado from the City of La Junta. We pay annual rent of $100,093 through
      January of 2024.




We
      lease
      a 7,500 square foot warehouse located at 4425A First Avenue in Brooklyn from
      T
& O Management. T & O Management is not affiliated with us or any of our
      officers, directors or stockholders. We pay annual rent of $180,000 under the
      terms of the lease, which expires on January 31, 2011.




We
      also
      use a variety of independent, bonded commercial warehouses to store our green
      coffee beans. Our management believes that our facilities are adequate for
      our
      current operations and for our contemplated operations in the foreseeable
      future.




**ITEM
                3.**
            **LEGAL
                PROCEEDINGS**




We
      are
      not a party to, and none of our property is the subject of, any pending legal
      proceedings other than routine litigation that is incidental to our business.
      To
      our knowledge, no governmental authority is contemplating initiating any such
      proceedings.




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




During
      the fourth quarter of the fiscal year covered by this report on Form 10-K,
      no
      matters were submitted to a vote of security holders.




16




**PART
      II**




**ITEM
                5.**
            **MARKET
                FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                PURCHASES OF EQUITY
                SECURITIES**




Our
      common stock trades on the American Stock Exchange under the symbol “JVA.” We
      have not declared or paid any dividends on our common stock during the last
      two
      fiscal years. At December 31, 2007, there were 379 holders of record of an
      aggregate of 5,514,930 shares of our common stock issued and outstanding.




The
      following table provides information regarding repurchases of our common stock
      in each month of the quarter ended October 31, 2007:




**Period**
            
            **Total
                number of shares repurchased**
            
            **Average
                price paid per share**
            
            **Total
                Number of Shares Purchased as Part of Publicly Announced Plans or
                Programs****(1)**
            
            **Maximum
                Number of Shares that may yet be Purchased under the Plans or
                Programs****(1)**August
                1, 2007 - August 31, 2007
            
            
            2,900
            
            $
            4.66
            
            
            2,900
            
            
            261,591September
                1, 2007 - September 30, 2007
            
            
            —
            
            
            —
            
            
            —
            
            
            —October
                1, 2007 - October 31, 2007
            
            
            —
            
            
            —
            
            
            —
            
            
            —**Total**
            
            
            2,900
            
            $
            4.66
            
            
            2,900
            
            
            261,591




(1)
            On
                April 13, 2007, our Board of Directors authorized a stock repurchase
                plan
                pursuant to which we could repurchase up to 276,491 shares (5% of
                our
                common stock outstanding as of April 12, 2007) in either open market
                or
                private transactions. The stock repurchase plan is not subject to
                an
                expiration date.




The
      following table sets forth the high and low sales prices of our common stock
      for
      each quarter of the last two fiscal years.




High
            
            Low20061stQuarter
            
            $
            8.45
            
            $
            5.402ndQuarter
            
            $
            7.40
            
            $
            5.553rdQuarter
            
            $
            6.46
            
            $
            3.504thQuarter
            
            $
            4.50
            
            $
            3.3020071stQuarter
            
            $
            5.00
            
            $
            3.802ndQuarter
            
            $
            4.25
            
            $
            3.503rdQuarter
            
            $
            5.94
            
            $
            3.854thQuarter
            
            $
            5.45
            
            $
            4.30




17




**Performance
      Graph**





The
      following graph table compares our total cumulative shareholder return based
      on
      the market price of our common stock with the cumulative total return of
      companies on the AMEX Composite Index and the S&P 600 Packaged Foods &
Meats Index for the period beginning on May 3, 2005 (the date of our initial
      public offering) to October 31, 2007.







5/05
              
              10/05
              
              10/06
              
              10/07Coffee
                  Holding Co., Inc.
              
              
              100.00
              
              
              121.14
              
              
              74.29
              
              
              98.10AMEX
                  Composite
              
              
              100.00
              
              
              113.25
              
              
              137.39
              
              
              175.97S&P
                  600 Packaged Foods & Meats
              
              
              100.00
              
              
              113.59
              
              
              123.65
              
              
              146.24




18




**ITEM
                6.**
            **SELECTED
                  FINANCIAL DATA**




The
      following table sets forth selected financial data for the last five years
      from
      the consolidated financial statements of Coffee Holding Co, Inc. The following
      information is only a summary, and you should read it in conjunction with our
      consolidated financial statements and notes beginning on page F-1.




**For
                the Years Ended October 31,****2007**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003****(Dollars
                in thousands, except per share data)****Income
                Statement Data:**Net
                sales
            
            
            57,423
            
            $
            51,171
            
            $
            41,545
            
            $
            28,030
            
            $
            20,240Cost
                of sales
            
            
            49,129
            
            
            43,576
            
            
            33,876
            
            
            20,928
            
            
            15,373Gross
                profit
            
            
            8,294
            
            
            7,595
            
            
            7,669
            
            
            7,102
            
            
            4,867Operating
                expenses
            
            
            6,842
            
            
            6,231
            
            
            5,698
            
            
            5,400
            
            
            3,993Income
                from operations
            
            
            1,452
            
            
            1,364
            
            
            1,971
            
            
            1,702
            
            
            874Other
                income (expense)
            
            
            (90
            )
            
            (68
            )
            
            (60
            )
            
            (134
            )
            
            (136
            )Income
                before income taxes
            
            
            1,362
            
            
            1,296
            
            
            1,911
            
            
            1,568
            
            
            738Provision
                for income taxes
            
            
            418
            
            
            602
            
            
            726
            
            
            693
            
            
            116Minority
                interest
            
            
            (7
            )
            
            (6
            )
            
            -
            
            
            -
            
            
            -Net
                income (loss)
            
            
            937
            
            $
            700
            
            $
            1,185
            
            $
            875
            
            $
            622Net
                income per share -Basic
                and diluted
            
            $
            .17
            
            $
            0.13
            
            $
            0.25
            
            $
            0.22
            
            $
            0.16




**At
                October 31,****2007**
            
            **2006**
            
            **2005**
            
            **2004**
            
            **2003****(Dollars
                in thousands, except per share data)****Balance
                Sheet Data:**Total
                assets
            
            
            20,397
            
            $
            18,982
            
            $
            16,545
            
            $
            10,914
            
            $
            7,035Short-term
                debt
            
            
            897
            
            
            2,543
            
            
            1,064
            
            
            3,048
            
            
            215Long-term
                debt
            
            
            -
            
            
            -
            
            
            -
            
            
            6
            
            
            2,800Total
                liabilities
            
            
            8,194
            
            
            7,640
            
            
            5,904
            
            
            7,918
            
            
            4,915Shareholders’
                equity
            
            
            12,202
            
            
            11,342
            
            
            10,642
            
            
            2,996
            
            
            2,120Book
                value per share
            
            
            2.21
            
            $
            2.05
            
            $
            1.92
            
            $
            0.75
            
            $
            0.53






19




**ITEM
                7.**
            **MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF
              OPERATION**




**Cautionary
      Note on Forward Looking Statements**




Some
      of
      the matters discussed under the caption “Management’s Discussion and Analysis or
      Plan of Operation,” “Business,” “Risk Factors” and elsewhere in this annual
      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:




·
            the
                impact of rapid or persistent fluctuations in the price of coffee
                beans;




·
            fluctuations
                in the supply of coffee beans;




·
            general
                economic conditions and conditions which affect the market for
                coffee;




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




·
            our
                ability to attract and retain
                customers;




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




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




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




·
            our
                ability to obtain additional financing;
                and




·
            other
                risks which we identify in future filings with the Securities and
                Exchange
                Commission.




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 annual 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 annual report.




**Overview**




We
      are an
      integrated wholesale coffee roaster and dealer in the United States and one
      of
      the few coffee companies that offers a broad array of coffee products across
      the
      entire spectrum of consumer tastes, preferences and price points. As a result,
      we believe that we are well positioned to increase our profitability and endure
      potential coffee price volatility throughout varying cycles of the coffee market
      and economic conditions.




Our
      operations have primarily focused on the following areas of the coffee
      industry:




·
            the
                sale of wholesale specialty green
                coffee;




20




·
            the
                roasting, blending, packaging and sale of private label coffee;
                and




·
            the
                roasting, blending, packaging and sale of our seven brands of
                coffee.




Our
      operating results are affected by a number of factors including:




·
            the
                level of marketing and pricing competition from existing or new
                competitors in the coffee industry;




·
            our
                ability to retain existing customers and attract new
                customers;




·
            fluctuations
                in purchase prices and supply of green coffee and in the selling
                prices of
                our products; and




·
            our
                ability to manage inventory and fulfillment operations and maintain
                gross
                margins.




Our
      net
      sales are driven primarily by the success of our sales and marketing efforts
      and
      our ability to retain existing customers and attract new customers. For this
      reason, we have made the strategic decision to invest in measures that will
      increase net sales. In February 2004, we acquired certain assets of Premier
      Roasters, including equipment and a roasting facility in La Junta, Colorado.
      We
      also hired a West Coast Brand Manager to market our S&W brand and to
      increase sales of S&W coffee to new customers. In April 2006, we entered
      into a joint venture with Caruso's Coffee of Brecksville, Ohio and formed
      Generations Coffee Company, LLC, a Delaware limited liability company, which
      will engage in the roasting, packaging and sale of private label specialty
      coffee products. We own 60% of the joint venture and are the exclusive supplier
      of its coffee inventory. We believe that the Generations Coffee joint venture
      will allow us to bid on the private label gourmet whole bean business we have
      not been equipped to pursue from an operational standpoint in the past. With
      this specialty roasting facility in place, in many cases right in the backyard
      of our most important wholesale and retail customers, we believe that we are
      in
      an ideal position to combine our current canned private label business with
      high-end private label specialty whole bean business. High-end specialty whole
      bean coffee sells for as much as three times more per pound than the canned
      coffees in which we currently specialize. As a result of these efforts, net
      sales increased in our specialty green coffee, private label and branded coffee
      business lines in both dollars and pounds sold. In addition, we increased the
      number of our customers in all three areas.




In
      July
      2007, we entered into a three-year licensing agreement with Entenmann’s
      Products, Inc., a subsidiary of Entenmann’s, Inc., which is one of the nation’s
      oldest baking companies. The agreement gives us the exclusive rights to
      manufacture, market and distribute a full line of Entenmann’s brand coffee
      products throughout the United States. We anticipate rolling out these items
      to
      our customers in 2008. We expect to develop not only mainstream Entenmann’s
      coffee items, but upscale flavored Entenmann’s products in twelve-ounce valve
      bags as well. These products will give the line a visible upscale image to
      our
      retailers and their customers, which we believe will be integral to the long
      term success of this arrangement.




Our
      net
      sales are affected by the price of green coffee. We import green coffee from
      Colombia, Mexico, Kenya, Brazil and Uganda. The supply and price of coffee
      beans
      are subject to volatility and are influenced by numerous factors which are
      beyond our control. For example, coffee crops in Brazil, which produces
      one-third of the world’s green coffee, are susceptible to frost in June and July
      and drought in September, October and November. However, because we purchase
      coffee from a number of countries and are able to freely substitute one
      country’s coffee for another in our products, price fluctuations in one country
      generally have not had a material impact on the price we pay for coffee.
      Accordingly, price fluctuations in one country generally have not had a material
      effect on our results of operations, liquidity and capital resources.
      Historically, because we generally have been able to pass green coffee price
      increases through to customers, increased prices of green coffee generally
      result in increased net sales. However, the average indicator price for Robusta
      coffee, the main component for our leading espresso brands (Café Caribe and Café
Supremo), is still at its highest level seen in the last eight years. In October
      2006, national brands reacted to these price increases, raising list prices
      by
      $0.12 per unit, and we were able to increase our prices as well. In addition,
      we
      initiated another price increase in January 2007 of $0.10 per pound on most
      roasted products and an additional price increase of $0.10 per pound in late
      fiscal 2007 which will take effect in fiscal 2008.




21




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 and to reduce our cost of sales. In addition, 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 favorable prices.
      Although the use of these derivative financial instruments has enabled us to
      mitigate the effect of changing prices, no strategy can entirely eliminate
      pricing risks and we generally remain exposed to loss when prices decline
      significantly in a short period of time. In addition, we generally remain
      exposed to supply risk in the event of non-performance by the counter-parties
      to
      any futures contracts. If the hedges that we enter do not adequately offset
      the
      risks of coffee bean price volatility or our hedges result in losses, our cost
      of sales may increase, resulting in a decrease in profitability.




**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:




·
            We
                recognize revenue in accordance with Securities and Exchange Commission
                Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”).
                Under SAB 104, revenue is recognized at the point of passage to the
                customer of title and risk of loss, when there is persuasive evidence
                of
                an arrangement, the sales price is determinable, and collection of
                the
                resulting receivable is reasonably assured. We recognize revenue
                at the
                time of shipment. Sales are reflected net of discounts and
                returns.




·
            Our
                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. For example, every additional one percent of our accounts
                receivable that becomes uncollectible, would reduce our operating
                income
                by approximately $71,000.




·
            Inventories
                are stated at cost (determined on a first-in, first-out basis). Based
                on
                our assumptions about future demand and market conditions, inventories
                are
                subject to be 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. Each additional one percent of potential inventory writedown
                would have reduced operating income by approximately $45,000 for
                the year
                ended October 31, 2007.




22




·
            We
                account for income taxes in accordance with Statement of Financial
                Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No.
                109”). 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. Accordingly,
                our net
                deferred tax asset as of October 31, 2007 of $134,000 could need
                to be
                written off if we do not remain
                profitable.




**Year
      Ended October 31, 2007 (Fiscal 2007) Compared to the Year Ended October 31,
      2006
      (Fiscal 2006)**




***Net
      Income*** **.** Net
      income increased $237,234, or 33.9%, to $937,316 or $.17 per share (basic and
      diluted) for the year ended October 31, 2007 compared to $700,082 or $.13 per
      share (basic and diluted) for the year ended October 31, 2006. The increase
      in
      net income primarily reflects increased net sales, partially offset by increased
      cost of sales and increased operating expenses.




***Net
      Sales.*** Net
      sales totaled $57,423,417 for the year ended October 31, 2007, an increase
      of
      $6,252,215 or 12.2% from $51,171,202 for the year ended October 31, 2006. The
      increase in net sales reflects a 4.6% increase in coffee pounds sold from 34.9
      million pounds in 2006 to **** 36.5 **** million
      pounds in 2007. The increase in pounds of coffee sold is the result of increased
      sales of our branded and specialty green coffees. Sales of our flagship Hispanic
      espresso brands, Café Caribe and Café Supremo, increased once again. The number
      of our customers in the specialty green coffee area grew
      approximately **** 22.4%
      to
      344 **** customers.
      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 specialty green coffee area is the fastest growing segment of the
      coffee market, we believe that our customer base and sales will grow in this
      area. Higher coffee prices during 2007 also contributed to the increase in
      net
      sales.




***Cost
      of Sales.*** Cost of
      sales for the year ended October 31, 2007 was $49,128,961 or 85.6% of net sales,
      as compared to $43,575,963 or 85.2% of net sales for the year ended October
      31,
      2006. 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 reflects higher packaging costs of approximately
      $1.4
      million associated with the increase in net sales and increased purchases of
      green coffee in the amount of approximately $7.0 million. The increase in green
      coffee purchases resulted from increased pounds sold and higher green coffee
      prices during 2007 as compared to 2006. Fiscal 2007 was a year of increased
      prices and volatility in the green coffee markets, especially the London Robusta
      market which accounts for approximately one-third of our coffee purchases.
      The
      average indicator price for Robusta coffee, the main component for our leading
      espresso brands (Café Caribe and Café Supremo), increased approximately 40% year
      to year, trading to their highest levels in nine years. Despite operating in
      this challenging environment, we were able to keep our margins relatively stable
      due to price increases we implemented on our products during October 2006 and
      January 2007 and the success of our hedging activities. Our price increases
      allowed us to pass much of the increase in the cost of green coffee that
      occurred during 2006 along to our customers. Net gains on futures contracts
      increased $1,037,202 to $2,692,020 in fiscal 2007 compared to $1,654,818 in
      fiscal 2006. The success of our hedging activities was a primary reason that
      our
      cost of sales remained flat, despite the challenging environment in the coffee
      markets.




23




***Gross
      Profit.*** Gross
      profit for the year ended October 31, 2007 was $8,294,456, an increase of
      $699,217 from $7,595,239 for the year ended October 31, 2006. Gross profit
      as a
      percentage of net sales remained relatively unchanged at 14.4% for the year
      ended October 31, 2007 compared to 14.8% for the year ended October 31,
      2006.




***Operating
      Expenses.*** Total
      operating expenses increased $611,430 or 9.8% to $6,842,362 for the year ended
      October 31, 2007 from $6,230,932 for the fiscal year ended October 31, 2006
      due
      to increases in selling and administrative expenses and a $192,860 write-down
      in
      amounts due from our Café La Rica joint venture (which was dissolved in October
      2007 after settlement of the litigation). In consideration for the dismissal
      with prejudice of all defendants to the litigation and the release of all claims
      and counterclaims, Café La Rica paid $269,000 in cash to Coffee Holding and
      returned to Coffee Holding the brick pack machine originally contributed to
      Café
La Rica by Coffee Holding. Selling and administrative expenses increased
      $440,574 or 7.9% to $6,026,361 for the year ended October 31, 2007 from
      $5,585,787 for 2006. The increase in selling and administrative expenses
      reflects several factors, including increases of approximately $171,000 in
      office salaries, $145,000 in professional fees, $90,000 in commissions and
      $61,000 in utilities, partially offset by decreases of $73,000 in contract
      labor
      and $63,000 in advertising and promotion.




The
      increase in office salaries was due to additional sales personnel and support
      staff. The increase in professional fees was due to the requirements of
      implementing our compliance with Section 404 of the Sarbanes-Oxley Act and
      the
      cost of the now settled litigation with Café La Rica. The increase in
      commissions was due to increased sales and the increase in utilities was due
      to
      higher energy costs. The decrease in contract labor resulted from **** the
      reduced need for information technology specialists, as our information
      technology work was performed in-house. Advertising and promotion costs
      decreased as a result of reduced allowances to customers which resulted in
      reduced chargebacks.




***Other
      Expense.*** Other
      expense increased $21,705 or 31.8% from $68,332 for the year ended October
      31,
      2006 to $90,037 for the year ended October 31, 2007. The increase was
      attributable to a $65,310 decrease in other income, a $33,000 write-down of
      our
      investment in the Café La Rica joint venture and a decrease of $32,377 in
      management fee income earned from providing administrative services to Café La
      Rica. Other income in 2006 reflected insurance proceeds received on coffee
      inventory lost in our New Orleans warehouse in Hurricane Katrina.




***Income
      Before Taxes and Minority Interest in Subsidiary.*** We had
      income of $1,362,057 before income taxes and minority interest in subsidiary
      for
      the year ended October 31, 2007 compared to $1,295,975 for the year ended
      October 31, 2006. The increase was attributable to increased net sales,
      partially offset by increased cost of sales and increased operating
      expenses.




***Income
      Taxes*** **.** Our
      provision for income taxes for the year ended October 31, 2007 totaled $418,175
      compared to $602,059 for the year ended October 31, 2006. An increase in
      deferred tax assets and an over-accrual from October 31, 2006, partially offset
      by an increase in deferred tax liabilities resulted in a net reduction of tax
      expense for the year despite increased net income.




24




**Year
      Ended October 31, 2006 (Fiscal 2006) Compared to the Year Ended October 31,
      2005
      (Fiscal 2005)**




***Net
      Income*** **.** Net
      income decreased $485,053, or 40.9%, to $700,082 or $.13 per share (basic and
      diluted) for the year ended October 31, 2006 compared to $1,185,135 or $.25
      per
      share (basic and diluted) for the year ended October 31, 2005. The decrease
      in
      net income primarily reflects increased cost of sales and operating expenses
      and
      a loss by our Café La Rica joint venture, partially offset by increased net
      sales. We believe the loss by Café La Rica, which was formed in March 2006, is
      consistent with the typical initial performance of a start-up venture of this
      type.




***Net
      Sales.*** Net
      sales totaled $51,171,202 for the year ended October 31, 2006, an increase
      of
      $9,625,857 or 23.2% from $41,545,345 for the year ended October 31, 2005. The
      increase in net sales reflects a 10.4% increase in coffee pounds sold from
      31.6
      million pounds in 2005 to 34.9 million pounds in 2006. The increase in pounds
      of
      coffee sold is the result of increased sales of our branded and specialty green
      coffees. Sales of our Café Caribe brand increased once again and sales of our
      second Hispanic espresso, Café Supremo, increased 48%, as measured by
      Information Resources Incorporated data. The number of our customers in the
      specialty green coffee area grew approximately 3% to 290 customers. 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
      specialty green coffee area is the fastest growing segment of the coffee market,
      we believe that our customer base and sales will grow in this area. The increase
      in coffee prices also contributed to the increase in net sales.




***Cost
      of Sales.*** Cost of
      sales for the year ended October 31, 2006 was $43,575,963 or 85.2% of net sales,
      as compared to $33,875,973 or 81.5% of net sales for the year ended October
      31,
      2005. 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 reflects higher packaging costs associated with the
      increase in net sales of approximately $300,000 and increased purchases of
      green
      coffee in the amount of approximately $5.8 million. The
      increase in green coffee purchases resulted from increased pounds sold and
      higher green coffee prices during the period as prices increased $0.23 per
      pound
      on the New York Arabica market and $0.27 per pound on the London Robusta market
      year to year. The average indicator price for Robusta coffee, the main component
      for our leading espresso brands (Café Caribe and Café Supremo), increased 104%
      by August 2006 compared to August of 2005. This indicator price was the highest
      seen in the last seven years as measured by the International Coffee
      Organization. By September 2006, prices had achieved further gains, trading
      to
      their highest levels in eight years. For
      competitive reasons, we were not able to pass these price increases through
      to
      our customers. As a result, these increases had the effect of diminishing our
      profit margins significantly on our leading espresso lines as there were no
      lower priced coffees to substitute into our blends. In addition, our private
      label margins were negatively impacted as well, but to a much lesser degree,
      as
      Robustas represent only a small percentage of our private label blends. In
      October 2006, national brands reacted to these price increases, raising list
      prices by $0.12 per unit. We increased our prices as well.




***Gross
      Profit.*** Gross
      profit for the year ended October 31, 2006 was $7,595,239, a decrease of $74,133
      from $7,669,372 for the year ended October 31, 2005. Gross profit as a
      percentage of net sales decreased by 3.7% to 14.8% for the year ended October
      31, 2006 from 18.5% for the year ended October 31, 2005. The decrease in our
      margins is mainly attributable to increases in coffee prices.




***Operating
      Expenses.*** Total
      operating expenses increased $532,669 or 9.3% to $6,230,932 for the year ended
      October 31, 2006 from $5,698,263 for the fiscal year ended October 31, 2005
      due
      to increases in selling and administrative expenses and officers’ salaries
      partially offset by a decrease in bad debt expense. Selling and administrative
      expenses increased $731,769 or 15% to $5,585,787 for the year ended October
      31,
      2006 from $4,854,018 for 2005. The increase in selling and administrative
      expenses reflects several factors, including increases of approximately $485,000
      in labor costs $155,000 in professional fees and $234,000 in shipping costs,
      partially offset by decreases of $60,000 in show and demo costs, $50,000 in
      advertising and promotion and $40,000 in bank charges.




25




The
      increase in labor costs is attributable to an increase in administrative and
      sales staff, salary increases and bonuses. The increase in professional fees
      was
      due to the requirements of implementing our compliance with Section 404 of
      the
      Sarbanes-Oxley Act. The increase in shipping costs was attributable to increased
      sales as well as higher fuel prices which resulted in increased trucking rates.
      The decrease in show and demo costs represents a change in our sales strategy.
      The decrease in advertising and promotion is attributable to reduced allowances
      to customers which resulted in reduced chargebacks.




Officers’
      salaries increased $41,807 to $616,052 for the year ended October 31, 2006
      from
      $574,245 for the year ended October 31, 2005. The increase was mainly due to
      a
      fiscal year 2006 bonus paid to our President and Chief Executive Officer and
      was
      partially offset by a $35,000 reduction in his annual salary effective in August
      of 2006.




***Other
      Income and Expense.*** Other
      expense increased $8,011 or 13.3% from $60,321 for the year ended October 31,
      2005 to $68,332 for the year ended October 31, 2006. The increase was
      attributable a loss in the initial year of our Café La Rica joint venture of
      $176,911 and an increase in interest expense of $19,417. The increase was
      partially offset by an increase in interest income of $78,604, a $65,310
      increase in other income and $44,403 in management fee income earned from
      providing administrative services to the Café La Rica joint venture. We believe
      the loss by Café La Rica, which was formed in March 2006, is consistent with the
      typical initial performance of a start-up venture of this type.




***Income
      Before Taxes and Minority Interest in Subsidiary.*** We had
      income of $1,295,975 before income taxes and minority interest in subsidiary
      for
      the year ended October 31, 2006 compared to $1,910,788 for the year ended
      October 31, 2005. The decrease was attributable to increased cost of sales
      due
      to increased commodity prices and operating expenses, partially offset by
      increased net sales.




***Income
      Taxes*** **.** Our
      provision for income taxes for the year ended October 31, 2006 totaled $602,059
      compared to $725,653 for the year ended October 31, 2005 as a result of
      decreased income before taxes. Our effective tax rate remained the
      same.




**Liquidity
      and Capital Resources**




As
      of
      October 31, 2007, we had working capital of $9,281,347, which represented a
      $924,325 increase from our working capital of $8,357,022 as of October 31,
      2006,
      and total stockholders’ equity of $12,202,343 which increased by $860,639 from
      our total stockholders’ equity of $11,341,704 as of October 31, 2006. Our
      working capital increased primarily due to a $1,645,690 decrease in line of
      credit borrowings, a $1,572,554 increase in inventories, partially offset by
      $1,963,001 increase in accounts payable and an $861,959 decrease in commodities
      held at broker. At October 31, 2007, the outstanding balance on our line of
      credit was $897,191 compared to $2,542,881 at October 31, 2006. Total
      stockholders’ equity increased due to our net income for the fiscal year,
      partially offset by the repurchase of 14,900 shares of our outstanding common
      stock at a cost of $76,677 during the year.




As
      of
      October 31, 2007, we had a financing agreement with Merrill Lynch Business
      Financial Services Inc. This line of credit is for a maximum $4,000,000, expires
      on October 31, 2008 and requires monthly interest payments at a rate of LIBOR
      plus 1.95%. This loan is secured by a blanket lien on all of our
      assets.




The
      credit facility contains covenants that place restrictions on our operations.
      Among other things, these covenants: require us to maintain certain financial
      ratios; require us to maintain a minimum net worth; and prohibit us from merging
      with or into other companies, acquiring all or substantially all of the assets
      of other companies, or selling all or substantially all of our assets without
      the consent of the lender. These restrictions could adversely impact our ability
      to implement our business plan, or raise additional capital, if needed. In
      addition, if we default under our existing credit facility or if our lender
      demands payment of a portion or all of our indebtedness, we may not have
      sufficient funds to make such payments. As of October 31, 2007, we were in
      compliance with all covenants contained in the credit facility.




26




For
      the
      year ended October 31, 2007 our operating activities provided net cash of
      $2,153,667 as compared to the year ended October 31, 2006 when net cash used
      by
      operating activities was $319,564. The increased cash flow from operations
      for
      the year ended October 31, 2007 was primarily due to a $1,963,001 increase
      in
      accounts payable and accrued expenses and an $861,959 decrease in commodities
      held at broker, partially offset by increases in inventories of $1,572,554
      and
      accounts receivable of $634,609.




For
      the
      year ended October 31, 2007, our investing activities used net cash of $659,382
      as compared to the year October 31, 2006 when net cash used by investing
      activities was $776,458. The decrease in net cash used by investing activities
      for fiscal 2007 was due to the investment in the Café La Rica joint venture
      during fiscal 2006, partially offset by increased purchases of property and
      equipment and equipment deposit during fiscal 2007.




For
      the
      year ended October 31, 2007, our financing activities used net cash of
      $1,722,367, compared to net cash provided by financing activities of $1,478,385
      for the year ended October 31, 2006. The change in cash flow from financing
      activities for the year ended October 31, 2007 was primarily due to increased
      payments under our line of credit and the repurchase of outstanding common
      stock
      during the year, partially offset by increased principal advances under the
      line
      of credit.




For
      the
      year ended October 31, 2006 compared to 2005 our operating activities used
      net
      cash of $319,564 as compared to the year ended October 31, 2005 when net cash
      used by operating activities was $3,879,082. The increased cash flow from
      operations for the year ended October 31, 2006 was primarily due to a decrease
      of $1,597,035 in inventories and a decrease in accounts payable and accrued
      expenses of $397,112 and less of an increase in commodities held at broker
      of
      $1,336,095.




For
      the
      year ended October 31, 2006, our investing activities used net cash of $776,458
      as compared to the year October 31, 2005 when net cash used by investing
      activities was $474,147. The increase in net cash used by investing activities
      for fiscal 2006 was due to the investments in our joint ventures, partially
      offset by decreased purchases of property and equipment.




For
      the
      year ended October 31, 2006, our financing activities provided net cash of
      $1,478,385, compared to net cash provided of $4,446,552 for the year ended
      October 31, 2006. The change in cash flow from financing activities for the
      year
      ended October 31, 2006 was primarily due to net proceeds from our May 2005
      initial public offering of $6,436,016.




We
      expect
      to fund our operations, including paying our liabilities, funding capital
      expenditures and making required payments on our debts, through October 31,
      2008
      with cash provided by operating activities and the use of our credit facility.
      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.




**Contractual
        Obligations**
 
 We
        are
        contractually obligated to make the following payments as of October 31,
        2007:
 **Payments
                    Due by Period****Within
                    1 Year**
                
                **After
                    1 Year But Within 3 Years**
                
                **After
                    3 Years But Within 5 Years**
                
                **After
                    5 Years**
                
                **Total****Borrowings**Line
                    of credit(1)
                
                $
                897,191
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                897,191**Operating
                    Lease Obligations**Real
                    estate leases
                
                $
                280,093
                
                $
                560,186
                
                $
                245,186
                
                $
                1,126,046
                
                $
                2,211,511Equipment
                    leases
                
                
                13,200
                
                
                26,400
                
                
                1,100
                
                
                -
                
                
                40,700Total
                    operating lease obligations
                
                $
                293,293
                
                $
                586,586
                
                $
                246,286
                
                $
                1,126,046
                
                $
                2,252,211**Purchase
                    Obligations**Coffee
                    purchase obligations
                
                $
                17,563,604
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                17,563,604Total
                
                $
                18,754,088
                
                $
                586,586
                
                $
                246,286
                
                $
                1,126,046
                
                $
                20,713,006
 (1)
                The
                    line of credit agreement, which was originally entered into in
                    November
                    2004, has historically been amended to extend the maturity date.
                    As of
                    October 31, 2007, the line of credit balance has been classified
                    as a
                    current liability. The line of credit obligation should be considered
                    with
                    the aggregate information about our contractual obligations which
                    impact
                    its short and long term liquidity and capital resource
                    needs.


27




**Off-Balance
      Sheet Arrangements**




We
      do not
      have any off-balance sheet arrangements that have or are reasonably likely
      to
      have a current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.




**ITEM
              7A.**
            **QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**




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




***Interest
      Rate Risks.*** ** We
      are
      subject to market risk from exposure to fluctuations in interest rates. At
      October 31, 2007, our debt consisted of $897,191 of variable rate debt under
      our
      revolving line of credit. Our line of credit was amended in October 2007 and
      currently provides for a maximum of $4,000,000, expires on October 31, 2008
      and
      requires monthly interest payments at a rate of LIBOR plus 1.95%. This loan
      is
      secured by a blanket lien on all of our assets.




***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 (generally with terms of two
      months or less) primarily for the purpose of partially hedging and minimizing
      the effects of changing green coffee prices, as further explained in Note 2
      of
      the notes to financial statements in this 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. We believe our hedging
      policies remain a vital element to our business model not only in controlling
      our cost of sales, but also giving us the flexibility to obtain the inventory
      necessary to continue to grow our sales while minimizing margin compression
      during a time of historically high coffee prices.




At
      October 31, 2007, we held 172 future contracts for the purchase of 6,450,000
      pounds of coffee at an average price of $1.23 per pound. The market price of
      coffee applicable to such contracts was $1.21 per pound at October 31, 2007.
      At
      October 31, 2007, we did not hold any options.




**ITEM
                8.**
            **FINANCIAL
                STATEMENTS AND SUPPLEMENTARY
                DATA**




See
      pages
      F-1 through F-21 following the Exhibit Index of this Annual Report on Form
      10-K.




**ITEM
                9.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE**




None.




28




**ITEM
              9A.**
            **CONTROLS
                AND PROCEDURES**




Management,
      including the Company’s President, Treasurer and Chief Executive Officer (who is
      the Company’s principal executive officer and principal accounting officer), has
      evaluated the effectiveness of the Company’s disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of
      the
      period covered by this report. Based upon that evaluation, the Company’s
      President, Chief Executive Officer and Treasurer concluded that the disclosure
      controls and procedures were effective to ensure that information required
      to be
      disclosed in the reports the Company files and submits under the Exchange Act
      is
      (i) recorded, processed, summarized and reported as and when required and
      (ii) accumulated and communicated to the Company’s management, including
      its principal executive officer and financial officer, as appropriate to allow
      timely decisions regarding disclosure.




There
      have been no changes in the Company’s internal control over financial reporting
      identified in connection with the evaluation that occurred during the Company’s
      last fiscal quarter that has materially affected, or that is reasonably likely
      to materially affect, the Company’s internal control over financial
      reporting.




**ITEM
              9B.**
            **OTHER
                INFORMATION**




None.




29




**PART
      III**




**ITEM
                10.**
            **DIRECTORS,
                EXECUTIVE OFFICERS AND CORPORATE
                GOVERNANCE**




Information
      required by this item is incorporated by reference to the Company’s Proxy
      Statement for the 2008 Annual Meeting of Stockholders.






**ITEM
                11.**
            **EXECUTIVE
                COMPENSATION**




Information
      required by this item is incorporated by reference to the Company’s Proxy
      Statement for the 2008 Annual Meeting of Stockholders.




**ITEM
                12.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**




Information
      required by this item is incorporated by reference to the Company’s Proxy
      Statement for the 2008 Annual Meeting of Stockholders.




The
      following table sets forth the aggregate information of our equity compensation
      plans in effect as of October 31, 2007.




**Equity
      Compensation Plan Information**




Plan
                category
            
            Number
                of securities
              to
                be issued
              upon
                exercise of outstanding options, warrants and rights
            
            Weighted-average
                exercise price of outstanding options, warrants and rights
            
            Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))(a)
            
            (b)
            
            (c)Equity
                compensation plans approved by security holders
            
            
            —
            
            
            —
            
            
            800,000Equity
                compensation plans not approved by security holders
            
            
            —
            
            
            —
            
            
            —Total
            
            
            —
            
            
            —
            
            
            800,000




**ITEM
                13.**
            **CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE**




Information
      required by this item is incorporated by reference to the Company’s Proxy
      Statement for the 2008 Annual Meeting of Stockholders.




**ITEM
                14.**
            **PRINCIPAL
                ACCOUNTING FEES AND
                SERVICES**




Information
      required by this item is incorporated by reference to the Company’s Proxy
      Statement for the 2008 Annual Meeting of Stockholders.


30


**PART
          IV**
  **ITEM
                    15.**
                **EXHIBITS,
                    FINANCIAL STATEMENT
                    SCHEDULES**
  The
          financial statements listed below are filed as a part of this report. See
          Index
          to Financial Statements beginning on Page F-1.
  Consolidated
          Financial Statements:
  ·
                Index
                    to Consolidated Financial
                    Statements.
  ·
                Report
                    of Independent Registered Public
                    Accountants.
  ·
                Consolidated
                    Balance Sheets as of October 31, 2007 and
                    2006.
  ·
                Consolidated
                    Statements of Income - Years Ended October 31, 2007, 2006 and
                    2005.
  ·
                Consolidated
                    Statements of Changes in Stockholders’ Equity - Years Ended October 31,
                    2007, 2006 and 2005.
  ·
                Statements
                    of Cash Flows - Years Ended October 31, 2007 and
                    2006.
  ·
                Notes
                    to Consolidated Financial
                    Statements.
  See
          Exhibit Index following the signature page to this report.
  31




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**





**INDEX
      TO CONSOLIDATED FINANCIAL STATEMENTS**


PAGEFINANCIAL
                  STATEMENTS:REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
              
              
              F-2CONSOLIDATED
                  BALANCE SHEETS AS OF OCTOBER 31, 2007 AND 2006
              
              
              F-3CONSOLIDATED
                  STATEMENTS OF INCOME - YEARS ENDED OCTOBER 31, 2007, 2006 AND 2005
              
              
              F-4CONSOLIDATED
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY -YEARS ENDED OCTOBER
                  31,
                  2007, 2006 AND 2005
              
              
              F-5CONSOLIDATED
                  STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2007, 2006 AND
                  2005
              
              
              F-6NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              
              
              F-7/22




*
      *
      *




F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS**





To
      the
      Board of Directors


Coffee
      Holding Co., Inc. and Subsidiary





We
      have
      audited the accompanying consolidated balance sheets of Coffee Holding Co.,
      Inc.
      and Subsidiary as of October 31, 2007 and 2006 and the related consolidated
      statements of income, changes in stockholders’ equity and cash flows for each of
      the three years in the period ended October 31, 2007. Our audits also included
      the financial statement schedule listed in Part IV, Item 16. These consolidated
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the
      consolidated financial statements are free of material misstatement. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement presentation.
      We believe that our audits provide a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Coffee Holding Co., Inc.
      and
      Subsidiary as of October 31, 2007 and 2006 and the results of their operations
      and cash flows for each of the three years in the period ended October 31,
      2007,
      in conformity with accounting principles generally accepted in the United States
      of America. Also in our opinion, the related financial statement schedule,
      when
      considered in relation to the basic financial statements taken as a whole,
      presents fairly in all material respects the information set forth
      therein.


/s/
                Lazar Levine & Felix, LLP**LAZAR
              LEVINE & FELIX,
              LLP**




New
      York,
      New York


January
      31, 2008




F-2


**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**CONSOLIDATED
      BALANCE SHEETS**


**OCTOBER
      31, 2007 AND 2006**





**2007**
            
            2006**-
                ASSETS -****CURRENT
                ASSETS:**Cash
            
            **$**
            **890,649**
            
            $
            1,112,165Commodities
                held at broker
            
            
            **3,468,530**
            
            
            4,330,489Accounts
                receivable, net of allowances of $136,781 and $480,349 for 2007 and
                2006,
                respectively
            
            
            **7,130,467**
            
            
            6,534,848Inventories
            
            
            **4,472,097**
            
            
            2,899,543Prepaid
                expenses and other current assets
            
            
            **502,240**
            
            
            328,544Prepaid
                and refundable income taxes
            
            
            **236,406**
            
            
            302,003Deferred
                income tax assets
            
            
            **279,000**
            
            
            221,000**TOTAL
                CURRENT ASSETS**
            
            
            **16,979,389**
            
            
            15,728,592Property
                and equipment, at cost, net of accumulated depreciation of $4,542,490
                and
                $4,159,274 for 2007 and 2006, respectively
            
            
            **2,651,960**
            
            
            2,138,951Investment
                in joint venture
            
            
            **-**
            
            
            408,798Due
                from joint venture
            
            
            **-**
            
            
            73,658Deposits
                and other assets
            
            
            **765,368**
            
            
            631,859**TOTAL
                ASSETS**
            
            **$**
            **20,396,717**
            
            $
            18,981,858**-
                LIABILITIES AND STOCKHOLDERS' EQUITY -****CURRENT
                LIABILITIES:**Accounts
                payable and accrued expenses
            
            **$**
            **6,791,690**
            
            $
            4,828,689Line
                of credit borrowings
            
            
            **897,191**
            
            
            2,542,881Income
                taxes payable
            
            
            **9,161**
            
            
            -**TOTAL
                CURRENT LIABILITIES**
            
            
            **7,698,042**
            
            
            7,371,570Deferred
                income tax liabilities
            
            
            **145,000**
            
            
            12,300Deferred
                compensation payable
            
            
            **351,332**
            
            
            256,284**TOTAL
                LIABILITIES**
            
            
            **8,194,374**
            
            
            7,640,154**MINORITY
                INTEREST**
            
            
            **-**
            
            
            **-****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, 5,529,830
                shares issued; 5,514,930 shares outstanding for 2007 and 5,529,830
                shares
                outstanding in 2006
            
            
            **5,530**
            
            
            5,530Additional
                paid-in capital
            
            
            **7,327,023**
            
            
            7,327,023Retained
                earnings
            
            
            **4,946,467**
            
            
            4,009,151Less:
                Treasury stock, 14,900 common shares, at cost in 2007
            
            
            **(76,677**
            **)**
            
            -**TOTAL
                STOCKHOLDERS' EQUITY**
            
            
            **12,202,343**
            
            
            11,341,704**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **20,396,717**
            
            $
            18,981,858




The
      accompanying notes are an integral part of these consolidated financial
      statements.




F-3




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**YEARS
      ENDED OCTOBER 31, 2007, 2006 AND 2005**





**2007**
            
            2006
            
            2005**NET
                SALES**
            
            **$**
            **57,423,417**
            
            $
            51,171,202
            
            $
            41,545,345**COST
                OF SALES**
            
            
            **49,128,961**
            
            
            43,575,963
            
            
            33,875,973**GROSS
                PROFIT**
            
            
            **8,294,456**
            
            
            7,595,239
            
            
            7,669,372**OPERATING
                EXPENSES:**Selling
                and administrative
            
            
            **6,026,361**
            
            
            5,585,787
            
            
            4,854,018Writedown
                of amount due from dissolved joint venture
            
            
            **192,860**
            
            
            -
            
            
            -Bad
                debt expense
            
            
            **38,990**
            
            
            29,093
            
            
            270,000Officers'
                salaries
            
            
            **584,151**
            
            
            616,052
            
            
            574,245**TOTALS**
            
            
            **6,842,362**
            
            
            6,230,932
            
            
            5,698,263**INCOME
                FROM OPERATIONS**
            
            
            **1,452,094**
            
            
            1,364,307
            
            
            1,971,109**OTHER
                INCOME (EXPENSE)**Interest
                income
            
            
            **131,537**
            
            
            128,967
            
            
            50,363Other
                income
            
            
            **-**
            
            
            65,310
            
            
            -Equity
                in loss from dissolved joint venture
            
            
            **(91,340**
            **)**
            
            (176,911
            )
            
            -Management
                fee income
            
            
            **12,026**
            
            
            44,403
            
            
            -Writedown
                of investment in dissolved joint venture
            
            
            **(33,000**
            **)**
            
            -
            
            
            -Interest
                expense
            
            
            **(109,260**
            **)**
            
            (130,101
            )
            
            (110,684
            )**TOTALS**
            
            
            **(90,037**
            **)**
            
            (68,332
            )
            
            (60,321
            )**INCOME
                BEFORE INCOME TAXES AND MINORITY INTEREST IN
                SUBSIDIARY**
            
            
            **1,362,057**
            
            
            1,295,975
            
            
            1,910,788Provision
                for income taxes
            
            
            **418,175**
            
            
            602,059
            
            
            725,653**INCOME
                BEFORE MINORITY INTEREST**
            
            
            **943,882**
            
            
            693,916
            
            
            1,185,135Minority
                interest in earnings (loss) of subsidiary
            
            
            **(6,566**
            **)**
            
            6,166
            
            
            -**NET
                INCOME**
            
            **$**
            **937,316**
            
            $
            700,082
            
            $
            1,185,135Basic
                and diluted earnings per share
            
            **$**
            **.17**
            
            $
            .13
            
            $
            .25Weighted
                average common shares outstanding:Basic
            
            
            **5,525,408**
            
            
            5,529,830
            
            
            4,721,327Diluted
            
            
            **5,595,408**
            
            
            5,599,830
            
            
            4,776,757




The
      accompanying notes are an integral part of these consolidated financial
      statements.




F-4




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**


**YEARS
      ENDED OCTOBER 31, 2007, 2006 AND 2005**





Common
                Stock$.001
                Par Value
            
            TreasuryStock
            
            AdditionalNumber
                of
              Shares
            
            Amount
            
            Number
                of
              Shares
            
            Amount
            
            Paid
                  - in
                Capital
            
            Retained
              Earnings
            
            TotalBalance,
                10/31/04
            
            
            3,999,650
            
            $
            4,000
            
            
            -
            
            $
            -
            
            $
            867,887
            
            $
            2,123,934
            
            $
            2,995,821Sale
                of common stock and warrants
            
            
            1,610,000
            
            
            1,610
            
            
            -
            
            
            -
            
            
            6,434,496
            
            
            -
            
            
            6,436,016Return
                of stock to treasury - cancelled
            
            
            (89,820
            )
            
            (90
            )
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of common stock for services
            
            
            10,000
            
            
            10
            
            
            -
            
            
            -
            
            
            24,640
            
            
            -
            
            
            24,650Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,185,135
            
            
            1,185,135Balance,
                10/31/05
            
            
            5,529,830
            
            
            5,530
            
            
            -
            
            
            -
            
            
            7,327,023
            
            
            3,309,069
            
            
            10,641,622Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            700,082
            
            
            700,082Balance,
                10/31/06
            
            
            5,529,830
            
            
            5,530
            
            
            -
            
            
            -
            
            
            7,327,023
            
            
            4,009,151
            
            
            11,341,704**Treasury
                stock at cost**
            
            
            **(14,900**
            **)**
            
            -
            
            
            **14,900**
            
            
            **(76,677**
            **)**
            
            -
            
            
            -
            
            
            **(76,677**
            **)****Net
                income**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **937,316**
            
            
            **937,316****Balance,
                10/31/07**
            
            
            **5,514,930**
            
            **$**
            **5,530**
            
            
            **14,900**
            
            **$**
            **(76,677**
            **)**
            **$**
            **7,327,023**
            
            **$**
            **4,946,467**
            
            **$**
            **12,202,343**




The
      accompanying notes are an integral part of these consolidated financial
      statements.




F-5




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**YEARS
      ENDED OCTOBER 31, 2007, 2006 AND 2005**




**2007**
            
            2006
            
            2005**OPERATING
                ACTIVITIES:**Net
                income
            
            **$**
            **937,316**
            
            $
            700,082
            
            $
            1,185,135Adjustments
                to reconcile net income to net cash provided by (used in) operating
                activities:Depreciation
            
            
            **383,216**
            
            
            431,750
            
            
            373,106Writeoff
                of leasehold improvements
            
            
            **38,918**
            
            
            **-**
            
            
            **-**Bad
                debt expense
            
            
            **38,990**
            
            
            29,093
            
            
            270,000Deferred
                income taxes
            
            
            **74,700**
            
            
            56,200
            
            
            (173,200
            )Loss
                from dissolved joint venture
            
            
            **91,340**
            
            
            176,911
            
            
            **-**Writedown
                of investment in dissolved joint venture
            
            
            **33,000**
            
            
            **-**
            
            
            **-**Writedown
                of amount due from dissolved joint venture
            
            
            **192,860**
            
            
            **-**
            
            
            **-**Changes
                in operating assets and liabilities:Commodities
                held at broker
            
            
            **861,959**
            
            
            (1,336,095
            )
            
            (2,120,493
            )Accounts
                receivable
            
            
            **(634,609**
            **)**
            
            (1,404,365
            )
            
            (1,423,821
            )Inventories
            
            
            **(1,572,554**
            **)**
            
            1,597,035
            
            
            (2,238,289
            )Prepaid
                expenses and other current assets
            
            
            **(173,696**
            **)**
            
            (56,003
            )
            
            563,558Prepaid
                and refundable income taxes
            
            
            **65,597**
            
            
            (290,374
            )
            
            (11,629
            )Due
                from dissolved joint venture
            
            
            **(110,505**
            **)**
            
            (73,658
            )
            
            **-**Deposits,
                other assets and other
            
            
            **(45,027**
            **)**
            
            (328,388
            )
            
            (135,054
            )Accounts
                payable and accrued expenses
            
            
            **1,963,001**
            
            
            397,112
            
            
            (227,259
            )Income
                tax payable
            
            
            **9,161**
            
            
            (218,864
            )
            
            58,864**Net
                cash provided by (used in) operating activities**
            
            
            **2,153,667**
            
            
            (319,564
            )
            
            (3,879,082
            )**INVESTING
                ACTIVITIES:**Purchases
                of property and equipment including equipment deposit
            
            
            **(659,382**
            **)**
            
            (190,749
            )
            
            (466,122
            )Investment
                in dissolved joint venture
            
            
            **-**
            
            
            (585,709
            )
            
            **-**Security
                deposits
            
            
            **-**
            
            
            -
            
            
            (8,025
            )**Net
                cash used in investing activities**
            
            
            **(659,382**
            **)**
            
            (776,458
            )
            
            (474,147
            )**FINANCING
                ACTIVITIES:**Principal
                payments on term loan
            
            
            -
            
            
            **-**
            
            
            (252,000
            )Net
                proceeds from public offering
            
            
            -
            
            
            **-**
            
            
            6,436,016Advances
                under bank line of credit
            
            
            **49,127,817**
            
            
            41,847,244
            
            
            27,754,052Principal
                payments under bank line of credit
            
            
            **(50,773,507**
            **)**
            
            (40,367,530
            )
            
            (29,375,930
            )Purchase
                of treasury stock
            
            
            **(76,677**
            **)**
            
            **-**
            
            
            -Principal
                payments of obligations under capital leases
            
            
            **-**
            
            
            (1,329
            )
            
            (115,586
            )**Net
                cash (used in) provided by financing activities**
            
            
            **(1,722,367**
            **)**
            
            1,478,385
            
            
            4,446,552**MINORITY
                INTEREST**
            
            
            **6,566**
            
            
            (5,666
            )
            
            -**NET
                INCREASE (DECREASE) IN CASH**
            
            
            **(221,516**
            **)**
            
            376,697
            
            
            93,323Cash,
                beginning of year
            
            
            **1,112,165**
            
            
            735,468
            
            
            642,145**CASH,
                END OF YEAR**
            
            **$**
            **890,649**
            
            $
            1,112,165
            
            $
            735,468**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW DATA:**Interest
                paid
            
            **$**
            **117,758**
            
            $
            121,844
            
            $
            103,286Income
                taxes paid
            
            **$**
            **287,480**
            
            $
            831,503
            
            $
            460,744




The
                accompanying notes are an integral part of these consolidated financial
                statements.




F-6




**COFFEE
                HOLDING CO., INC.AND SUBSIDIARY**
              **NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS**
              **OCTOBER
                31, 2007, 2006 AND
                2005**




**NONCASH
                INVESTING AND FINANCING ACTIVITIES:**During
                2007, the Company received equipment valued at $275,761 originally
                contributed to the now dissolved joint venture.On
                June 10, 2005, 10,000 shares of restricted stock valued at $24,650
                were
                issued for services to be rendered.





F-7




**COFFEE
      HOLDING CO., INC.AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**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 coffee. The Company’s sales are primarily to customers that are located
      throughout the United States with limited sales in Canada, consisting of
      supermarkets, wholesalers, gourmet roasters and individually owned and
      multi-unit retailers.





The
      Company owns a 60% interest in Generations Coffee Company, LLC (“GCC”) effective
      April 7, 2006. GCC is in the same business as the Company and had limited
      operations during the years ended October 31, 2007 and 2006. The Company also
      exercises control of GCC. As a result of its 60% interest and control, the
      financial statements of GCC are consolidated with the Company.





The
      Company also owned a 50% interest in Cafe La Rica, LLC (“CLR”) effective March
      10, 2006. CLR was in the same business as the Company and was being recorded
      as
      an investment in joint venture since the Company did not exercise control of
      CLR. As a result, the financial statements of CLR were not consolidated and
      was
      accounted for by the equity method of accounting. Effective October 17, 2007
      the
      Company dissolved the joint venture. (See Note 4)





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES:**





The
      Company’s accounting policies are in accordance with accounting principles
      generally accepted in the United States of America. Outlined below are those
      policies considered to be particularly significant.





**USE
      OF ESTIMATES:**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect certain reported amounts and disclosures.
      Accordingly, actual results could differ from those amounts.





**BASIS
      OF PRESENTATION:**





The
      consolidated financial statements include the accounts of the Company and GCC.
      In 2007 and 2006, the equity method of accounting was used to record the
      Company’s share of the loss in CLR. All significant inter-company balances and
      transactions have been eliminated in consolidation.





**CASH
      EQUIVALENTS:**





Cash
      equivalents represent highly liquid investments with maturities of three months
      or less at the date of purchase.




F-8




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007 2006 AND 2005**





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**





**ACCOUNTS
      RECEIVABLE:**





Accounts
      receivable are recorded net of allowances. The allowance for doubtful accounts
      represents the estimated uncollectible portion of accounts receivable. The
      reserve for sales discounts represents the estimated discount that customers
      will take upon payment. The allowances are summarized as follows:





**2007**
            
            2006Allowance
                for doubtful accounts
            
            **$**
            **92,464**
            
            $
            420,349Reserve
                for sales discounts
            
            
            **44,317**
            
            
            60,000Totals
            
            **$**
            **136,781**
            
            $
            480,349




**INVENTORIES:**





Inventories
      are valued at the lower of cost (first-in, first-out basis) or
      market .





**PROPERTY
      AND EQUIPMENT:**





Property
      and equipment are recorded at cost and depreciated using the straight-line
      method over the estimated useful lives of the assets. Purchases of property
      and
      equipment and additions and betterments which substantially extend the useful
      life of the properties are capitalized at cost. Expenditures which do not
      materially prolong the normal useful life of an asset are charged to operations
      as incurred.





**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's accounting for options and futures contracts may
      increase earnings volatility in any particular period. The Company has open
      position contracts held by the broker which includes commodities for cash
      futures and options in the amount of $3,468,530 and $4,330,489, which includes
      unrealized gains of $335,750 and $358,605 at October 31, 2007 and 2006,
      respectively. The Company classifies its options and future contracts as trading
      securities and accordingly, unrealized holding gains and losses are included
      in
      earnings and not reflected as a net amount in a separate component of
      shareholders’ equity.





At
      October 31, 2006, the Company held 70 options (generally with terms of two
      months or less) covering an aggregate of 2,625,000 pounds of green coffee beans
      at $1.05 per pound. The fair market value of these options, which was obtained
      from major financial institutions, was $116,813 at October 31, 2006. The Company
      did not hold any options at October 31, 2007.





At
      October 31, 2007, the Company held 172 future contracts (generally three to
      four
      months) for the purchase of 6,450,000 pounds of coffee at a weighted average
      price of $1.16 per pound. The market price of coffee applicable to such
      contracts was $1.21 per pound.




F-9




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**





**HEDGING
      (Continued):**





At
      October 31, 2006, the Company held 129 future contracts for the purchase of
      4,837,500 pounds of coffee at a weighted average price of $1.05 per pound.
      The
      market price of coffee applicable to such contracts was $1.08 per pound.





The
      Company currently has agreements with two of its wholesale vendors in which
      it
      is the supplier at fixed prices for lines of private label ground coffee. The
      Company is the exclusive customer of one of these wholesale vendors. The
      agreements generally contain only pricing terms and do not contain minimum
      purchase requirements.





Included
      in cost of sales and due from broker for the years ended October 31, 2007,
      2006
      and 2005, the Company recorded realized and unrealized gains and losses
      respectively, on these contracts as follows:





**YEARS
                ENDED**
              **OCTOBER
                31,****2007**
            
            2006
            
            2005Gross
                realized gains
            
            **$**
            **3,873,097**
            
            $
            2,769,507
            
            $
            4,081,339Gross
                realized losses
            
            **$**
            **(1,158,222**
            **)**
            $
            (1,462,183
            )
            $
            (3,264,522
            )Unrealized
                gains (losses)
            
            **$**
            **(22,855**
            **)**
            $
            347,494
            
            $
            11,111




**ADVERTISING:**





The
      Company expenses the cost of advertising and promotion as incurred. Advertising
      costs charged to operations totaled $62,174, $123,839 and $163,007 in 2007,
      2006
      and 2005, respectively.





**INCOME
      TAXES:**





The
      Company accounts for **** income
      taxes pursuant to the asset and liability method which requires **** deferred
      income tax assets and liabilities to be computed for temporary differences
      between the financial statement and tax bases of assets and liabilities that
      will result in taxable or deductible amounts in the future based on enacted
      tax
      laws and rates applicable to the periods in which the differences are expected
      to affect taxable income. Valuation allowances are established when necessary
      to
      reduce deferred tax assets to the amount expected to be realized. The income
      tax
      provision or credit is the tax incurred for the period plus or minus the change
      during the period in deferred tax assets and liabilities (see also Note
      8).




F-10




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**





**STOCK
      OPTIONS:**





Effective
      November 1, 2005, the Company accounted for any stock options in accordance
      with
      the recognition and measurement provisions of Statement of Financial Accounting
      Standards (“FAS”) No 123 (revised 2004), Share-Based Payment (“FAS 123(R)”),
      which replaces FAS No. 123, Accounting for Stock - Based Compensation, and
      supersedes Accounting Principles Board Opinion (“APB”) No 25, Accounting for
      Stock Issued to Employees, and related interpretations. FAS 123(R) requires
      compensation costs related to share-based payment transactions, including
      employee stock options, to be recognized in the financial statements. In
      addition, the Company adheres to the guidance set forth within Securities and
      Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 107, which
      provides the Staff’s views regarding the interaction between SFAS No. 123(R) and
      certain SEC rules and regulations and provides interpretations with respect
      to
      the valuation of share-based payments for public companies.





Prior
      to
      November 1, 2005, the Company accounted for any stock options in accordance
      with
      APB No. 25 which employed the intrinsic value method of measuring compensation
      cost. Accordingly, compensation expense would have been recognized for fixed
      stock options if the exercise price of the option equaled or exceeded the fair
      value of the underlying stock at the grant date. (See Note 11).





**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” (“SFAS 128”) and certain other financial accounting
      pronouncements. Basic earnings per common share are calculated by dividing
      net
      income by the weighted average number of common shares outstanding during each
      period. The calculation of diluted earnings per common share is similar to
      that
      of basic earnings per common share, except that the denominator is increased
      to
      include the number of additional common shares that would have been outstanding
      if all potentially dilutitive common shares, such as those issuable upon the
      exercise of stock options, were issued during the period.





The
      weighted average common shares outstanding used in the computation of basic
      earnings per share was 5,525,408, 5,529,830 and 4,721,327 for 2007, 2006 and
      2005, respectively. The weighted average common shares outstanding used in
      the
      computation of diluted earnings per share was 5,595,408, 5,599,830 and 4,776,757
      for 2007, 2006 and 2005, respectively.





**FAIR
      VALUE OF FINANCIAL INSTRUMENTS:**





The
      carrying amounts of cash and cash equivalents, accounts receivable and accounts
      payable approximate fair value because of the short-term nature of these
      instruments. Fair value estimates are made at a specific point in time, based
      on
      relevant market information about the financial instrument when available.
      These
      estimates are subjective in nature and involve uncertainties and matters of
      significant judgment and therefore, cannot be determined with precision. Changes
      in assumptions could significantly affect the estimates.




F-11




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**





**REVENUE
      RECOGNITION:**





The
      Company recognizes revenue in accordance with Securities and Exchange Commission
      Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”). Under SAB
      104, revenue is recognized at the point of passage to the customer of title
      and
      risk of loss, when there is persuasive evidence of an arrangement, the sales
      price is determinable, and collection of the resulting receivable is reasonably
      assured. The Company recognizes revenue at the time of shipment.





The
      Company sells its products without the right of return. Returns and allowances
      are recorded when a customer claims receipt of damaged goods. The Company in
      turn seeks reimbursement from the shipper.





Slotting
      fees: Certain retailers require the payment of slotting fees in order to obtain
      space for the Company’s products on the retailer’s store shelves. The cost of
      these fees is recognized at the earlier of the date cash is paid or a liability
      to the retailer is created. These amounts are included in the determination
      of
      cost of goods sold.





Discounts:
      The cost of these discounts are recognized at the date of the sale. These
      amounts are included in the determination of net sales.





Volume-based
      incentives: These incentives typically involve rebates or refunds of a specific
      amount of cash consideration that are redeemable only if the reseller completes
      a specified cumulative level of sales transactions. Under incentive programs
      of
      this nature, the Company estimates the anticipated cost of the rebate when
      it
      records the sale. These amounts are included in the determination of net
      sales.





Cooperative
      advertising: Under these arrangements, the Company will agree to reimburse
      the
      reseller for a portion of the costs incurred by the reseller to advertise and
      promote certain of the Company’s products. The Company recognizes the cost of
      cooperative advertising programs in the period in which the advertising and
      promotional activity first takes place. The costs of these incentives are
      included in advertising expense.





**SHIPPING
      AND HANDLING FEES AND COSTS:**





In
      accordance with EITF No. 00-10 “Accounting for Shipping and Handling Fees and
      Costs”, revenue earned from shipping and handling fees is reflected in net
      sales. Costs associated with shipping product to customers aggregating
      approximately $1,517,000, $1,592,000 and $1,358,000 for the years ended October
      31, 2007, 2006 and 2005, respectively is included in selling and administrative
      expenses.





**RECLASSIFICATIONS:**





Prior
      years financial statements have been reclassified to conform with current years
      presentation.




F-12




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**





**RECENT
      ACCOUNTING PRONOUNCEMENTS:**





In
      July
      2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
      in
      Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"), which
      clarifies the accounting for uncertainty in tax positions. This interpretation
      requires that the Company recognize in its consolidated financial statements,
      the impact of a tax position, if that position is more likely than not of being
      sustained on audit, based on the technical merits of the position. The
      provisions of FIN 48 are effective as of November 1, 2007, with the cumulative
      effect of the change in accounting principle recorded as an adjustment to
      opening retained earnings. The Company is currently evaluating the impact of
      adopting FIN 48 on its consolidated financial statements.





In
      September 2006, the staff of the SEC issued Staff Accounting Bulletin ("SAB")
      No. 108, which provides interpretive guidance on how the effects of the
      carryover or reversal of prior year misstatements should be considered in
      quantifying a current year misstatement. SAB 108 became effective in fiscal
      year
      end October 31, 2007. Adoption of SAB 108 did not have a material impact on
      the
      Company's consolidated financial position, results of operations or cash
      flows.





In
      December 2006, the FASB issued FASB Staff Position ("FSP") EITF 00-19-2
      "Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2") which
      specifies that the contingent obligation to make future payments or otherwise
      transfer consideration under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5, "Accounting
      for Contingencies." Adoption of FSP EITF 00-19-02 is required for fiscal years
      beginning after December 15, 2006, and is not expected to have a material impact
      on the Company's consolidated financial position, results of operations or
      cash
      flows.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which
      defines fair value, establishes a framework for measuring fair value in United
      States generally accepted accounting principles, and expands disclosures about
      fair value measurements. Adoption is required for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. Early adoption
      of SFAS 157 is encouraged. The adoption of SFAS 157 is not expected to have
      a
      material effect on the Company’s consolidated financial position, results of
      operations or cash flows.





In
      December 2007, the FASB issued No. 141 (revised 2007), “Business Combinations”
(SFAS 141R). SFAS 141R establishes principles and requirements for how an
      acquirer recognizes and measures in it’s financial statements the identifiable
      assets acquired, the liabilities assumed, any noncontrolling interest in the
      acquiree and the goodwill acquired. SFAS 141R also establishes disclosure
      requirements to enable the evaluation of the nature and financial effects of
      the
      business combination. SFAS 141R is effective for financial statements issued
      for
      fiscal years beginning after December 15, 2008. The Company is currently
      evaluating the potential impact of adoption of SFAS 141R on it’s consolidated
      financial statements.




F-13




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      2 -**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES (Continued):**





**RECENT
      ACCOUNTING PRONOUNCEMENTS (Continued):**





In
      February 2007, the FASB issued SFAS No. 159 "The Fair Value Option for Financial
      Assets and Financial Liabilities - Including an amendment of FASB Statement
      No.
      115", which permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The fair value option established by this
      Statement permits all entities to choose to measure eligible items at fair
      value
      at specified election dates. A business entity shall report unrealized gains
      and
      losses on items for which the fair value option has been elected in earnings
      at
      each subsequent reporting date. Adoption is required for fiscal years beginning
      after November 15, 2007. Early adoption is permitted as of the beginning of
      a
      fiscal year that begins on or before November 15, 2007, provided the entity
      also
      elects to apply the provisions of SFAS Statement No. 157, Fair Value
      Measurements. The Company is currently evaluating the expected effect of SFAS
      159 on its consolidated financial statements and is currently not yet in a
      position to determine such effects.





In
      December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in
      Consolidated Financial Statements-and Amendment of ARB No. 51.” SFAS 160
      establishes accounting and reporting standards pertaining to ownership interests
      in subsidiaries held by parties other than the parent, the amount of net income
      attributable to the parent and to the noncontrolling interest, changes in a
      parent’s ownership interest, and the valuation of any retained noncontrolling
      equity investment when a subsidiary is deconsolidated. This statement also
      establishes disclosure requirements that clearly identify and distinguish
      between the interests of the parent and the interests of the noncontrolling
      owners. SFAS 160 is effective for fiscal years beginning on or after December
      15, 2008. The adoption of SFAS 160 is not currently expected to have a material
      effect on the Company’s consolidated financial position, results of operations,
      or cash flows.





**NOTE
      3 -**  **FORMATION
      OF SUBSIDIARY - GENERATIONS COFFEE COMPANY, LLC:**





The
      Company and PMD Enterprises, Inc. (DBA Caruso’s Coffee, (“Caruso”)) formed GCC
      on April 7, 2006. GCC engages in the roasting, packaging and sale of private
      label specialty coffees for sale and distribution, throughout the United States.
      The initial capital contribution by the Company was cash aggregating $328,388
      and by Caruso, the use of equipment and plant/warehouse space. The Company
      and
      Caruso share in profits and losses in the ratio of 60:40 and initial membership
      interests are 600 shares and 400 shares, respectively. The agreement provides
      for an increase of capital contribution by Caruso to make each partner equal
      and
      to share equally a 50% ratio in profits and losses. The operations of GCC have
      been consolidated with the Company from the commencement of
      operations.




F-14




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      4** -  **FORMATION
      OF** **JOINT
      VENTURE - CAFÉ LA RICA, LLC:**





The
      Company and Coffee Bean Trading-Roasting LLC (“CBT”) formed CLR on March 10,
      2006. The purpose of CLR was to engage in the roasting, packaging and sale
      of
      branded coffee products. CLR was funded by an initial cash contribution of
      $250,000 by the Company. In addition, the Company contributed cash in order
      to
      purchase equipment valued at $335,709 and CBT contributed equipment, and
      inventory of coffee and packaging materials valued at $119,316. The Company
      and
      CBT also contributed their respective intellectual property with a minimal
      value, consisting primarily of licenses, for the use of the Company’s Café
Caribe trademark and CBT’s Café La Rica trademark per separate licensing
      agreements. The trademarks were licensed to CLR as exclusive, non-assignable,
      non-transferable, royalty free rights to use them worldwide in connection with
      manufacture, packaging, sale, marketing and distribution of the licensed
      products (as defined) within the territory (as defined) in the respective
      agreements. The Company and CBT each had a 50% allocation in the profits and
      losses of CLR. CLR was being accounted for under the equity method of
      accounting.





In
      February 2007, the Company and CBT commenced litigation against each other
      alleging breaches of certain agreements and responsibilities. The Company also
      requested an orderly winding up of CLR’S business and the liquidation of assets.
      On October 17, 2007, the Company and CBT dissolved CLR. The Company received
      cash in the amount of $269,000 and equipment valued at book value of $275,761
      as
      settlement toward its outstanding trade receivables and advances and return
      on
      its original investment. As a result, the Company wrote off the remaining
      balance due from the joint venture of $192,860 and wrote off the remaining
      balance in the investment in the joint venture of $33,000.





The
      following represents condensed financial information of Café La Rica, LLC for
      the period November 1, 2006 to October 17, 2007 and as of October 31, 2006
      and
      for date of commencement to October 31, 2006.




**2007**
            
            2006Current
                assets
            
            **$**
            -
            
            $
            406,041Machinery
                and other assets
            
            
            -
            
            
            481,023Total
                assets
            
            
            
            
            $
            $887,064Current
                liabilities
            
            **$**
            -
            
            $
            569,057Other
                liabilities
            
            
            -
            
            
            3,926Capital
                (deficit)
            
            
            -
            
            
            314,081Total
                liabilities and capital
            
            
            
            
            $
            $887,064Sales
            
            **$**
            **745,620**
            
            $
            903,242Expenses
            
            
            **928,300**
            
            
            1,257,064Net
                loss
            
            **$**
            **(182,680**
            **)**
            $
            (353,822
            )Company’s
                share of net loss
            
            **$**
            **(91,340**
            **)**
            $
            (176,911
            )





F-15




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      5 -**  **INVENTORIES:**





Inventories
      at October 31, 2007 and October 31, 2006 consisted of the
      following:





**2007**
            
            2006Packed
                coffee
            
            **$**
            **1,233,457**
            
            $
            700,284Green
                coffee
            
            
            **2,379,212**
            
            
            1,466,161Packaging
                supplies
            
            
            **859,428**
            
            
            733,098Totals
            
            **$**
            **4,472,097**
            
            $
            2,899,543




**NOTE
      6 -**  **PROPERTY
      AND EQUIPMENT:**





Property
      and equipment at October 31, 2007 and 2006 consisted of the
      following:




Estimated
              Useful
                Life
            
            **2007**
            
            2006Building
                and improvements
            
            
            30
                years
            
            **$**
            **1,399,398**
            
            $
            1,401,016Machinery
                and equipment
            
            
            7
                years
            
            
            **4,699,213**
            
            
            3,853,272Machinery
                and equipment under capital lease
            
            
            7
                years
            
            
            **458,179**
            
            
            458,179Automobile
            
            
            3
                years
            
            
            **84,925**
            
            
            84,925Furniture
                and fixtures
            
            
            7
                years
            
            
            **411,735**
            
            
            359,833**7,053,450**
            
            
            6,157,225Less,
                accumulated depreciation
            
            
            
            
            
            **4,542,490**
            
            
            4,159,274**2,510,960**
            
            
            1,997,951Land
            
            
            
            
            
            **141,000**
            
            
            141,000**$**
            **2,651,960**
            
            $
            2,138,951




Depreciation
      expense totaled $383,216, $431,750 and 373,106 in 2007, 2006 and 2005,
      respectively. As of October 31, 2007 the Company has paid $373,119 as a deposit
      towards the purchase of equipment to be used at GCC.




F-16




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      7 -**  **LINE
      OF CREDIT:**





The
      Company has a financing agreement with Merrill Lynch Business Financial Services
      Inc. (“Merrill Lynch”) for a line of credit of up to $4,000,000. The line of
      credit is secured by a blanket lien on all the assets of the Company and the
      personal guarantees of two of the Company’s officer/shareholders, requires
      monthly interest payments at a rate of LIBOR plus 2.15%, (6.66% at October
      31,
      2007 and 7.47% at October 31, 2006), and requires the Company to comply with
      various financial covenants. The agreement expired on October 31, 2007.





The
      line
      of credit agreement was renewed by Merrill Lynch on October 4, 2007; the new
      maturity date will be October 31, 2008. The new financing agreement calls for
      monthly interest payments at a rate of LIBOR plus 1.95%. As of October 31,
      2007
      and 2006, the Company was in compliance with all financial covenants. As of
      October 31, 2007 and 2006, the borrowing under the line of credit was $897,191
      and $2,542,881, respectively.





**NOTE
      8 -**  **INCOME
      TAXES:**





The **** tax
      effects of the temporary differences that give rise to the deferred tax assets
      and liabilities as of October 31, 2007 and 2006 are as follows:





**2007**
            
            2006Deferred
                tax assets:Accounts
                receivable
            
            **$**
            **72,000**
            
            $
            167,000Deferred
                compensation
            
            
            **136,000**
            
            
            **-**Inventory
            
            
            **71,000**
            
            
            54,000**$**
            **279,000**
            
            $
            221,000Deferred
                tax liabilities:Fixed
                assets
            
            **$**
            **15,300**
            
            $
            12,300Unrealized
                gains
            
            
            **129,700**
            
            
            -**$**
            **145,000**
            
            $
            12,300





The **** Company’s
      provision (benefit) for income taxes in 2007, 2006 and 2005 consisted of the
      following:





**2007**
            
            2006
            
            2005Federal
                - current
            
            **$**
            **278,564**
            
            $
            430,211
            
            $
            726,364Federal
                - deferred
            
            
            **59,500**
            
            
            37,800
            
            
            (134,700
            )State
                and local - current
            
            
            **64,911**
            
            
            112,648
            
            
            172,489State
                and local - deferred
            
            
            **15,200**
            
            
            21,400
            
            
            (38,500
            )Total
            
            **$**
            **418,175**
            
            $
            602,059
            
            $
            725,653





F-17





**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      8 -**  **INCOME
      TAXES (Continued):**





A
      reconciliation of the difference between the expected income tax rate using
      the
      statutory federal tax rate and the Company’s effective tax rate is as
      follows:





**2007**
            
            2006
            
            2005Federal
                income tax statutory rate
            
            **$**
            **463,099**
            
            
            **34**
            **%**
            $
            440,632
            
            
            34
            %
            $
            649,668
            
            
            34
            %State
                income taxes, net of federal tax benefit
            
            
            **58,482**
            
            
            **4**
            **%**
            
            90,718
            
            
            7
            %
            
            95,093
            
            
            5
            %Refundable
                taxes
            
            
            **(89,000**
            **)**
            
            **(6**
            **%)**
            
            -
            
            
            
            
            
            **-**Other,
                net
            
            
            **(10,406**
            **)**
            
            **(1**
            **%)**
            
            70,709
            
            
            5
            %
            
            (19,108
            )
            
            (1
            %)Effective
                tax rate
            
            **$**
            **418,175**
            
            
            **31**
            **%**
            $
            602,059
            
            
            46
            %
            $
            725,653
            
            
            38
            %




**NOTE
      9 -**  **COMMITMENTS
      AND CONTINGENCIES:**





**OPERATING
      LEASES:**





a)
            The
                Company occupies warehouse facilities under an operating lease, which
                was
                set to expire on August 31, 2006. The lease was renegotiated effective
                February 2006 for a term of five years, expiring on January 31, 2011,
                at a
                monthly rental of $15,000. The lease requires the Company to pay
                utilities
                and other maintenance expenses. Rent charged to operations amounted
                to
                $180,000, $161,000 and $90,000 in 2007, 2006 and 2005, respectively.





The
      Company also uses a variety of independent, bonded commercial warehouses to
      store its green coffee beans.





b)
            In
                February 2004, the Company entered into a lease for office and warehouse
                space in La Junta City, Colorado. This lease, which is at a monthly
                rental
                of $8,341 beginning January 2005, expires on January 31,
                2024.





The
      aggregate minimum future lease payments as of October 31, 2007 for each of
      the
      next five years and thereafter are as follows:





October
                31,2008
            
            $
            280,0932009
            
            
            280,0932010
            
            
            280,0932011
            
            
            145,0932012
            
            
            100,093Thereafter
            
            
            1,126,046$
            2,211,511




F-18




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      9 -**  **COMMITMENTS
      AND CONTINGENCIES (Continued):**





**LEGAL
      PROCEEDINGS:**





The
      Company is a party to various legal proceedings. In the opinion of management,
      these actions are routine in nature and will not have a material adverse effect
      on the Company’s financial statements in subsequent years.





**401
      (K) RETIREMENT PLAN:**





The
      Company has a 401(k) Retirement Plan, which covers all the full time employees
      who have completed one year of service and have reached their 21 st birthday. The Company matches 100% of the aggregate salary reduction
      contribution up to the first 3% of compensation and 50% of aggregate
      contribution of the next 2% of compensation. Contributions to the plan
      aggregated $60,375, $54,807 and $53,350 for 2007, 2006 and 2005, respectively.





**MARKETING
      AGREEMENT:**





In
      May
      2005, the Company entered into a one-year agreement with a marketing firm.
      The
      Company paid the firm $8,000 per month and issued 10,000 shares of stock valued
      at $24,650 for services rendered during the year ended October 31, 2005. As
      of
      October 31, 2006, this agreement has been terminated.





**NOTE
      10 -**  **CONCENTRATION
      OF CREDIT RISK:**





Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist principally of cash and cash equivalents, commodities held at
      broker and trade accounts receivable. The Company maintains its cash and cash
      equivalents in bank and brokerage accounts, the balances of which, at times,
      may
      exceed Federal insurance limits. Although at October 31, 2007 and 2006 the
      Company did have cash balances that exceeded the Federal insurance limits,
      they
      have not experienced any losses in such accounts and monitor the soundness
      of
      the financial institutions on a periodic basis. The net balance of the Company’s
      investments in derivative financial instruments also represents commodities
      held
      at broker. Exposure to credit risk is reduced by placing such deposits and
      investments with major financial institutions and monitoring their credit
      ratings.





Approximately
      25% and 13% of the Company’s sales were derived from two customers in 2007.
      Those customers also accounted for approximately $824,000 and $436,000 of the
      Company’s accounts receivable balance as of October 31, 2007. Approximately 30%
      and 6% of the Company’s sales were derived from two customers in 2006. Those
      customers also accounted for approximately $777,000 and $241,000 of the
      Company’s account receivable balance at October 31, 2006. Approximately 28% and
      8% of the Company’s sales were derived from two customers in 2005. Those
      customers also accounted for approximately $314,000 and $249,000 of the
      Company’s accounts receivable balance as of October 31, 2005. Concentration of
      credit risk with respect to other trade receivables are limited due to the
      short
      payment terms generally extended by the Company; by ongoing credit evaluations
      of customers; and by maintaining an allowance for doubtful accounts that
      management believes will adequately provide for credit losses.





Management
      does not believe that credit risk was significant at October 31, 2007 and
      2006.




F-19




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      11 -**  **STOCK
      OPTION PLAN:**





On
      February 10, 1998, the Company’s stockholders consented to the adoption of the
      Company’s stock option plan (the “Plan”) whereby incentive and/or non-incentive
      stock options for the purchase of up to 2,000,000 shares of the Company’s common
      stock may be granted to the Company’s directors, officers, other key employees
      and consultants. Under the Plan, the exercise price of all options must be
      at
      least 100% of the fair market value of the common stock on the date of grant
      (the exercise price of an incentive stock option for an optionee that holds
      more
      than 10% of the combined voting power of all classes of stock of the Company
      must be at least 110% of the fair market value on the date of grant). On June
      21, 2004, the plan was amended to reduce the number of shares of common stock
      reserved for issuance under the plan from 2,000,000 to 800,000, subject to
      adjustment for stock splits, stock dividends, reorganizations, mergers,
      recapitalizations or other capital adjustments. As of October 31, 2007 no
      options had been granted under the Plan, since its inception.





**NOTE
      12 -**  **MAJOR
      VENDORS/RELATED PARTY:**





During
      fiscal 2007, 83% of the Company’s purchases were from ten vendors. Two of these
      vendors accounted for 31% and 14% of total purchases, respectively. These two
      vendors accounted for approximately $943,000 and $450,000 of the Company’s
      accounts payable at October 31, 2007 respectively.





During
      fiscal 2006, 77% of the Company’s purchases were from ten vendors. Two of these
      vendors accounted for 30% and 10% of total purchases, respectively. These two
      vendors accounted for approximately $605,000 and $410,000 of the Company’s
      accounts payable at October 31, 2006, respectively.





During
      fiscal 2005, 85% of the Company’s purchases were from ten vendors. Two of these
      vendors accounted for 43% and 8% of total purchases, respectively. These two
      vendors accounted for approximately $1,457,000 and $165,000 of the Company’s
      accounts payable at October 31, 2005, respectively.





In
      addition, an employee of one of these vendors is a director of the Company.
      Purchases from that vendor totaled approximately $15,418,000, $13,841,000 and
      $12,969,000 in 2007, 2006 and 2005, respectively. Management does not believe
      that the loss of any one vendor would have a material adverse effect on the
      Company’s operations due to the availability of many alternate
      suppliers.





**NOTE
      13 -**  **NON-QUALIFIED
      DEFERRED COMPENSATION PLAN:**





In
      January 2005, the Company established the “Coffee Holding Co., Inc.
      Non-Qualified Deferred Compensation Plan.” Currently, there is only one
      participant in the plan. Within the plan guidelines, this employee is deferring
      a portion of his current salary and bonus.




F-20




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      14 -**  **SALE
      OF COMMON STOCK:**





The
      Company entered into an agreement with Maxim Group LLC (“Maxim”) for Maxim to
      serve as the Company’s financial advisors and lead managing underwriter for a
      public offering of the Company’s common stock. Subsequently, Maxim and Joseph
      Stevens & Company, Inc. (“Joseph Stevens”) entered into an agreement
      pursuant to which Joseph Stevens agreed to act as managing underwriter and
      Maxim
      agreed to participate in the underwriting syndicate for the offering.





The
      offering of 1,400,000 shares concluded on May 6, 2005 and on June 16, 2005
      the
      underwriters exercised their right to purchase 210,000 additional shares of
      common stock (the over-allotment option) at the public offering price less
      the
      underwriting discount (ten percent). An aggregate of 1,610,000 shares of the
      Company’s common stock were sold in the offering at a price of $5.00 per share.
      The Company paid $25,000 to Maxim upon the filing of a registration statement
      for the offering with the United States Securities and Exchange Commission,
      which amount was split between Joseph Stevens and Maxim. The Company also paid
      to Joseph Stevens and Maxim a non-accountable expense allowance less amounts
      previously paid to Maxim, equal to three percent of the gross proceeds derived
      from the public offering. The Company also sold to Joseph Stevens and Maxim
      for
      $100, warrants to purchase 70,000 shares of common stock at a price of $6.00
      per
      share. The fair value of these warrants were credited to additional paid in
      capital. The warrants are exercisable for a period of five years and contain
      provisions for cashless exercise, anti-dilution and piggyback registration
      rights. During 2005, a former shareholder returned 89,820 shares of common
      stock
      for no consideration.





**NOTE
      15 -**  **QUARTERLY
      RESULTS OF OPERATIONS:**





The
      following table presents unaudited quarterly results of operations for the
      eight
      quarters ended October 31, 2007 and 2006. We believe that all necessary
      adjustments, consisting only of normal recurring adjustments, have been included
      in the amounts stated below to present fairly such quarterly information.





First
              Quarter
            
            Second
              Quarter
            
            Third
              Quarter
            
            Fourth
              Quarter2007Net
                sales
            
            $
            12,635,112
            
            $
            14,194,373
            
            $
            13,964,804
            
            $
            16,629,128Gross
                profit
            
            
            2,168,595
            
            
            2,107,163
            
            
            1,937,530
            
            
            2,081,168Income
                (loss) from operations
            
            
            494,549
            
            
            502,487
            
            
            426,831
            
            
            28,227Net
                income (loss)
            
            
            309,704
            
            
            338,888
            
            
            370,656
            
            
            (81,932
            )Basic
                and diluted earnings (loss) per share
            
            $
            .06
            
            $
            .06
            
            $
            .07
            
            $
            (.02
            )2006Net
                sales
            
            $
            13,844,845
            
            $
            12,010,928
            
            $
            11,858,581
            
            $
            13,456,848Gross
                profit
            
            
            2,325,443
            
            
            862,694
            
            
            1,941,651
            
            
            2,465,451Income
                (loss) from operations
            
            
            906,631
            
            
            (492,969
            )
            
            385,843
            
            
            564,802Net
                income (loss)
            
            
            519,638
            
            
            (284,234
            )
            
            179,450
            
            
            285,228Basic
                and diluted earnings (loss) per share
            
            $
            .09
            
            $
            (.05
            )
            $
            .03
            
            $
            .05




F-21




**COFFEE
      HOLDING CO., INC. AND SUBSIDIARY**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**OCTOBER
      31, 2007, 2006 AND 2005**





**NOTE
      16 -**  **TREASURY
      STOCK:**





The
      Company utilizes the cost method of accounting for treasury stock. The cost
      of
      reissued shares is determined under the Last in, First out method. During the
      year ended October 31, 2007, the Company purchased 14,900 shares for
      $76,677.




F-22




**SCHEDULE
      II**




**Valuation
      and qualifying accounts**




**for
      the years ended October 31, 2007, 2006, AND 2005**


**(a)
                  Description**
              
              **(b)
                  Balance at Beginning of Year**
              
              **(c)
                  Additions Charged to (reversed from) Costs and
                  Expenses**
              
              **(d)
                  Deductions - Net Write-Offs**
              
              **(e)
                  Balance at End of Year****Year
                  Ended October 31, 2006**Allowance
                  for doubtful accounts on trade receivables
              
              $
              420,349
              
              $
              —
              
              $
              —
              
              $
              420,349**Year
                  Ended October 31, 2005**Allowance
                  for doubtful accounts on trade receivables
              
              $
              150,349
              
              $
              270,000
              
              $
              —
              
              $
              420,349




*
      Not
      required information for the year ended October 31, 2007.




F-23




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized on March 31, 2008.


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




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.




**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)
            
            March
                31, 2008/s/
                David Gordon
              David
                Gordon
            
            Executive
                Vice President - Operations, Secretary and Director
            
            March
                  31, 2008/s/
                Gerard DeCapua
              Gerard
                DeCapua
            
            Director
            
            March
                  31, 2008/s/
                Daniel Dwyer
              Daniel
                Dwyer
            
            Director
            
            March
                  31, 2008/s/
                Barry Knepper
              Barry
                Knepper
            
            Director
            
            March
                  31, 2008/s/
                John Rotelli
              John
                Rotelli
            
            Director
            
            March
                  31, 2008/s/
                Robert M. Williams
              Robert
                M. Williams
            
            Director
            
            March
                  31, 2008









**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 Securities and Exchange
                Commission on November 10, 1997).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 Current Report on Form 8-K dated February 4, 2004
                as
                filed with the SEC on February 20, 2004).3.1
            
            Amended
                and Restated Articles of Incorporation of Coffee Holding Co., Inc.,
                (incorporated herein by reference to Exhibit 3.1 to the Coffee Holding
                Co., Inc. Form 8-A, filed with the Securities and Exchange Commission
                on
                May 2, 2005).3.2
            
            By-Laws
                of Coffee Holding Co., Inc. (incorporated herein by reference to
                Exhibit
                3.2 to the Coffee Holding Co., Inc. Form 8-A, filed with the Securities
                and Exchange Commission on May 2, 2005).4.1
            
            Form
                of Stock Certificate of Coffee Holding Co., Inc. (incorporated herein
                by
                reference to the Coffee Holding Co., Inc. Registration Statement
                on Form
                SB-2, filed with the Securities and Exchange Commission on June 24,
                2004).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, filed with
                the
                Securities and Exchange Commission on October 27,
                2000).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, filed with the Securities and Exchange Commission
                on
                October 27, 2000).10.3
            
            Working
                Capital Management Account Loan and Security Agreement with Merrill
                Lynch
                Business Financial Services Inc. (incorporated herein by reference
                to
                Exhibit 10.3 to the Coffee Holding Co., Inc. Annual Report on Form
                10-KSB,
                filed with the Securities and Exchange Commission on February 10,
                2005).10.4
            
            Amendment
                to Working Capital Account Loan and Security Agreement with Merrill
                Lynch
                Business Financial Services, Inc. (incorporated herein by reference
                to
                Exhibit 10.4 to the Coffee Holding Co., Inc. Quarterly Report on
                Form
                10-QSB for the quarter ended January 31, 2005, filed with the Securities
                and Exchange Commission on March 17, 2005).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).10.12
            
            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 Coffee Holding Co., Inc. Registration
                Statement on Form SB-2/A, filed with the Securities and Exchange
                Commission on August 12, 2004).10.13
            
            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 Coffee Holding Co., Inc. Quarterly Report on Form 10-QSB/A
                for the
                quarter ended April 30, 2004, filed with the Securities and Exchange
                Commission on August 26, 2004).10.14
            
            Employment
                agreement by and among Coffee Holding Co., Inc. and Andrew Gordon
                (incorporated herein by reference to the Coffee Holding Co., Inc.
                Registration Statement on Form SB-2, filed with the Securities and
                Exchange Commission on June 24, 2004).10.15
            
            Employment
                agreement by and among Coffee Holding Co., Inc. and David Gordon
                (incorporated herein by reference to the Coffee Holding Co., Inc.
                Registration Statement on Form SB-2, filed with the Securities and
                Exchange Commission on June 24, 2004).10.17
            
            Corporate
                Brands Agreement dated as of March 30, 2004 by and between Albertson’s,
                Inc. and Coffee Holding Co., Inc. (incorporated herein by reference
                to
                Amendment No. 2 to the Coffee Holding Co., Inc. Registration Statement
                on
                Form SB-2/A, filed with the Securities and Exchange Commission on
                October
                25, 2004) (confidential portions have been redacted pursuant to a
                request
                for confidential treatment and filed separately with the Securities
                and
                Exchange Commission).10.19
            
            Coffee
                Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated
                herein by reference to the Coffee Holding Co., Inc. Quarterly Report
                on
                Form 10-QSB, filed with the Securities and Exchange Commission on
                June 14,
                2005).11.1
            
            Computation
              of Earnings Per Share31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification.32.1
            
            Section
                1350 Certification.