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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                   ----------
                                    FORM 10-K
                                   ----------

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

                   For the fiscal year ended October 31, 1999

                                       OR

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

              For the transition period from         to

                                   ----------

                           Commission file No. _______

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

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

         4401 First Avenue,  Brooklyn, New York             11232-0005
         (address of principal executive offices)           (zip code)


        Registrant's telephone number, including area code (718) 832-0800

           Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                      ----
                                (Title of Class)

           Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                      ----
                                (Title of Class)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes ___ No  X .

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

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

      As of September 30, 2000, the  Registrant  had 3,999,650  shares of common
stock, par value $.001 per share, outstanding.

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<PAGE>

                            COFFEE HOLDING CO., INC.

                                     PART I

      This  document  contains  forward  looking  statements.   Forward  looking
statements  are  based  on  management's  then  current  views  and  assumptions
regarding future events and operating performance.  These statements are subject
to factors  which could cause  actual  results to differ  materially  from those
statements. For a more detailed discussion of forward looking statements and the
factors  which  could cause  actual  results to differ,  please  refer to Item 7
herein.

Item 1. Business

      Coffee Holding Co., Inc. (sometimes referred to herein as the "Company" or
"Coffee Holding")  conducts  wholesale coffee  operations,  including  roasting,
blending,  packaging,  marketing and distributing coffees for sale under private
labels and under its own brands of  specialty  coffees.  The Company  also sells
unprocessed green coffee to specialty  gourmet roasters.  Coffee Holding's sales
are primarily to customers located throughout the United States.

      Coffee Holding Co., Inc. was originally  incorporated in New York in 1971.
Pursuant to an Agreement and Plan of Merger between Coffee Holding Co., Inc. and
Transpacific International Group Corp. (the "Merger Agreement"),  Coffee Holding
merged with and into Transpacific International Group Corp.  ("Transpacific") in
February,  1998, with Transpacific being the surviving corporation (the "Reverse
Acquisition"). After the merger, Transpacific changed its name to Coffee Holding
Co., Inc.

      Transpacific  was  incorporated  in Nevada in 1995 for the sole purpose of
acquiring or merging with an unspecified operating business. Transpacific had no
operating  assets  and did not  engage in any  business  activities  other  than
seeking and investigating  other businesses for potential merger or acquisition.
On August 12, 1996,  Transpacific commenced a "blank check" offering pursuant to
Rule 419 of the  Securities  Act,  selling 3,000 shares of common stock at $6.00
per share,  which  generated  $18,000 in gross  proceeds from  approximately  35
different  investors.  Pursuant to Rule 419, all of the gross  proceeds from the
offering,  less 10%, and the shares of  Transpacific  purchased by the investors
were  held  in  escrow  pending  distribution  of a  prospectus  to each of them
describing  any  prospective   business  acquisition  by  Transpacific  and  the
subsequent  confirmation  of  holders  of at least 80% of the  shares  that they
elected to remain investors.  All but one investor  reconfirmed their investment
and  the  merger  was  consummated.   Pursuant  to  the  Merger  Agreement,  the
Transpacific common stock was split ten for one and 3,000,000 shares were issued
to Coffee Holding  shareholders in exchange for the outstanding shares of Coffee
Holding.

      All descriptions of the business of Coffee Holding  contained in this Form
10-K prior to the date of the merger  describe  the  operations  of the New York
corporation named Coffee Holding Co., Inc. and, from the date of the merger, the
operations of the Nevada  corporation  currently  named Coffee Holding Co., Inc.
Unless otherwise  specifically stated herein, all descriptions of Coffee Holding
and its operations contained herein are as of the date of this Form 10-K.

Products

      Coffee Holding's products can be divided into three categories:

      (i)   Private label coffee

      (ii)  Branded coffee; and

      (iii) Wholesale green coffee

      Private  label  coffee.  Coffee  Holding  roasts,  blends,   packages  and
distributes  coffee under  private  labels for companies  throughout  the United
States  and  Canada.  As of March  31,  2000,  the  Company  supplied  coffee to
approximately  35 different  wholesale and retail  companies.  Coffee Holding is
currently  the  leading  supplier  for three of the largest  wholesalers  in the
United States.


                                      -2-
<PAGE>

      In the year ended October 31, 1999 ("fiscal 1999"),  approximately  50% of
Coffee  Holding's  sales revenue came from private  label coffee sales,  and, in
fiscal  years 1998 and 1997,  42% and 44% of revenues,  respectively,  came from
those sales.

      Branded coffee.  Coffee Holding roasts, grinds and blends coffee according
to its own recipes and packages the coffee at its  facilities.  The Company then
sells  the  packaged  coffee in its  proprietary  brand  label to  supermarkets,
wholesalers and individually owned stores throughout the United States, shipping
directly from its factory.

      Coffee Holding's name brands of coffee are: Cafe Caribe, Cafe Supremo, Don
Manuel,   Fifth  Avenue  and  Via  Roma.  The  Company  has  acquired  trademark
registration  rights  for each of Coffee  Holding's  name  brands.  For  further
information    regarding    these    trademark    registration    rights,    see
"Business--Trademarks and Domain Names." Each of Coffee Holding's name brands is
directed at a particular segment of the consumer coffee market.

      Cafe  Caribe,  Coffee  Holding's  leading  name  brand  by  revenue,  is a
specialty espresso coffee that targets espresso coffee drinkers,  in particular,
the Latin  American  consumer  market.  Market  research  indicates  that  Latin
American  coffee  drinkers  consume up to four times as much  coffee  than other
coffee drinkers and tend to be more brand loyal than other coffee drinkers.

      Cafe 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 a 100%  Colombian  coffee product made from the finest beans
Colombia  produces.  100% Colombian  coffee is an upscale  quality product which
commands a substantial  premium at retail compared to the more traditional brown
coffee blends.

      Fifth  Avenue is a blended  coffee  which has  become  popular as a second
alternative to consumers who purchase private label coffee.

      Via Roma is an Italian  style  espresso  targeted at the more  traditional
espresso drinker.

      In  fiscal  1999,  sales of Coffee  Holding's  branded  coffees  comprised
approximately  6% of its sales revenues and, in fiscal 1998 and 1997, 10% and 8%
of revenues, respectively, came from those sales.

      Wholesale  Green  Coffee.  Coffee  Holding  sells and brokers green coffee
beans to small roasters and coffee shop operators located  throughout the United
States.  The Company purchases its green coffee from suppliers located primarily
within the United  States.  The  suppliers  supply the Company with coffee beans
from many countries,  including Columbia,  Mexico, Kenya, Indonesia,  Brazil and
Ethiopia,  among  others.  In fiscal 1999,  substantially  all of the  Company's
purchases were from less than ten vendors.  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 alternate suppliers.

      Coffee Holding carries over 50 different  varieties of green coffee beans.
Green  gourmet  coffee  beans  are sold  unroasted,  direct  from the  Company's
warehouse to the small  roasters and gourmet  coffee shop  operators  which then
roast the beans  themselves.  In fiscal 1999,  wholesales  of green coffee beans
accounted for  approximately  44% of Coffee  Holding's sales  revenues,  and, in
fiscal 1998 and 1997, approximately 48% and 47% of revenues,  respectively, came
from such sales.

      Although the overall  coffee  market is mature,  the green  coffee  market
represents  the fastest  growing area of the industry,  as gourmet coffee houses
are increasing in all areas of the United States. The Company currently has over
150 customers in this area.

Raw Materials

      Coffee is a commodity  traded on the  Commodities  and  Futures  Exchange.
Coffee prices are subject to fluctuation.  Over the past five years, the average
price per pound of coffee beans  ranged from  approximately  $.80 to $3.18.  The
price for coffee beans on the  commodities  market as of September  29, 2000 was
$.83.

      The supply and price of coffee  beans are  subject to  volatility  and are
influenced by numerous factors which are beyond Coffee Holding's control. Supply
and  price  can be  affected  by many  factors  such as  weather,  politics  and
economics in the exporting countries. Increases in the cost of coffee beans can,
to a certain extent,  be passed


                                      -3-
<PAGE>

on to Coffee  Holding's  customers in the form of higher prices for coffee beans
and processed coffee.  However,  there can be no assurance that the Company will
be successful in passing coffee price  increases to customers  without losses in
sales volume or margin.  Drastic or prolonged  increases in coffee  prices could
also  adversely  impact the Company's  business as it could lead to a decline in
overall consumption of coffee. Similarly,  rapid decreases in the cost of coffee
beans could force the Company to lower its sales prices  before  realizing  cost
reductions in its purchases. In addition, a worldwide supply shortage of gourmet
coffee beans could have an adverse impact on the Company.

      Gourmet  coffee,  unlike  most  coffee,  does not  trade on the  commodity
market.  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.

      The Company  from time to time  engages in the purchase and sale of coffee
futures and option contracts to guard against the effects of fluctuations in the
price of green coffee beans and supplement its supply of coffee, if necessary.
See "Item 7A -  Quantitative  and  Qualitative  Disclosures  About Market Risks"
herein.

Trademarks and Domain Names

      Coffee Holding holds trademarks,  registered with the United States Patent
and Trademark  Office for all five of its proprietary  coffee brands.  Trademark
registrations  are  subject to  periodic  renewal  and the  Company  anticipates
maintaining  its  registration.   The  Company  believes  that  its  brands  are
recognizable in the  marketplace and that brand  recognition is important to the
success of its branded coffee business.

Customers

      Coffee  Holding sells private label and its branded  coffee to four of the
leading  wholesalers  in the United  States:  Supervalu,  Nash Finch,  Shurefine
International and Wakefern Foods. For fiscal 1999, sales to these four companies
accounted for approximately 37% of Coffee Holding's total sales.  Sales of green
coffee beans to Green Mountain Coffee Roasters  accounted for  approximately 20%
of Coffee Holding's total sales.

      The Company  historically  has had short term contracts with some of these
customers  (generally  one to three years in duration)  and although the Company
believes  that it has a  strong  mutually  beneficial  relationship  with  those
companies, there can be no assurance that these relationships will continue. The
loss of any one of these  relationships  would  likely  have a material  adverse
effect on the Company's business.

Competition

      The coffee  market is highly  competitive.  Coffee  Holding  competes with
other suppliers and  distributors of green coffee beans,  whole coffee beans and
roasted  coffees.  The Company's  whole bean coffees  compete  directly  against
specialty  coffees sold at retail through  supermarkets  and a growing number of
specialty coffee stores.

      Private Label  Competition.  There are  approximately  six companies  that
produce coffee for private label sale in the United States. Many other companies
produce coffee for sale on a regional basis.  Coffee  Holding's main competitors
are  Kroger  and Chock  Full O' Nuts.  Both  Kroger  and Chock  Full O' Nuts,  a
division of Sara Lee,  are larger and have more  financing  and  resources  than
Coffee  Holding does and therefore are able to devote more  resources to product
development and marketing.  The Company believes that it remains  competitive by
providing a high level of quality and  customer  service.  Private  label coffee
also competes with all of the branded  coffee on the market.  Chock Full O' Nuts
also produces branded coffees which compete with their private label products.

      Brand Competition. Coffee Holding's proprietary brand coffees compete with
many other brand coffees which are sold in  supermarkets  and specialty  stores.
The branded coffee market is dominated by several large companies: Kraft General
Foods, Inc., Proctor & Gamble Co. and Nestle S.A., many of which have also begun
to market gourmet coffee in addition to non-gourmet coffee.  Smaller competitors
include Chock Full O' Nuts and Tetley.  Coffee Holding's large  competitors have
greater access to capital than the Company and have a greater ability to conduct
marketing and  promotions.  The Company  believes that,  while its  competitors'
brands may be more  recognizable  nationwide,  its  proprietary  brands are well
recognized  in the  Northeastern  United States and are  distinguished  by their
distinctive flavors.


                                      -4-
<PAGE>

      Wholesale  Green Coffee  Competition.  There are many green coffee dealers
throughout  the United  States.  Many of these  dealers have  greater  financial
resources than Coffee Holding. However, Coffee Holding believes that it has both
the  knowledge  and the  capability  to assist small  specialty  gourmet  coffee
roasters with developing and growing their business. Because the Company is also
a roaster  as well as a seller of green  coffee,  it can  provide  its  roasting
experience  as a value added  service to its gourmet  roaster  customers.  While
other  coffee  merchants  may be able to offer a lower  price for coffee  beans,
Coffee Holding markets itself as a partner to small  roasters,  with the ability
to help them market their specialty coffee products and develop a customer base.
The  assistance the Company  provides its customers  includes  training,  coffee
blending and market identification.

Marketing

      The Company  markets its private label and wholesale  coffee through trade
shows,  industry  publications,  face to face  contract  and  through the use of
non-exclusive independent food and beverage sales brokers. Recently, the Company
began  to use its web site  (www.coffeeholding.com)  as a  method  of  marketing
itself and its coffee products.

      For its private  label and brand  coffees,  the Company  will from time to
time, in  conjunction  with  retailers and with  wholesalers,  conduct  in-store
promotions (e.g. coupons, price reductions, two for one sales).

Seasonality

      Historically,  consumer coffee consumption is greater in the winter months
as compared to the other seasons.

Employees

      Coffee Holding has 28 full-time employees, 22 of which are employed in the
areas of  coffee  roasting,  blending  and  packaging  and six of  which  are in
administration  and sales.  None of its employees are  represented  by unions or
collective  bargaining  agreements.  The Company's  management believes that the
Company maintains a good working  relationship  with its employees.  In order to
supplement its internal sales staff,  Coffee Holding  sometimes uses independent
national and regional sales brokers who work on a commission basis.

Item 2. Properties

      Coffee Holding is headquartered at 4401 First Avenue,  Brooklyn,  New York
where it owns the land and an  approximately  15,000 square foot  building.  The
building houses the Company's  executive  offices as well as the Company's plant
where it roasts, blends and packages its coffee. In March 1999, the Company paid
in full the outstanding  balance of $602,000 of a mortgage note,  which note was
secured by a first mortgage on the property.

      Coffee Holding also leases a 7,500 square foot warehouse  located at 4425A
First  Avenue  in  Brooklyn  from  T & O  Management.  T& O  Management  is  not
affiliated with the Company or any of its officers,  directors or  shareholders.
The  Company  pays an annual rent of  $46,800.  The lease  expires on August 31,
2002.

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

      Coffee  Holding's  management  believes that the Company's  facilities are
adequate for its current operations and for the foreseeable future.

Item 3. Legal Proceedings

      In the  ordinary  course of its  business,  Coffee  Holding  is a party to
litigation  involving  its  operations.  The Company  does not believe  that the
outcome of any current  litigation will have a material  adverse effect upon its
business, financial condition or results of operations.


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.


                                      -5-
<PAGE>

                                     PART II

 Item 5. Market For Registrant's Common Equity And Related Stockholder Matters

      The Company's Common Stock is not quoted or listed on any quotation system
or  market.  The  Company  does not know of any firm that makes a market for the
Common Stock.

      The number of registered  holders of the Company's Common Stock at October
4, 2000 was approximately 472.

      In January 1998, prior to the date of the merger with Transpacific, Coffee
Holding,  while  it  was  still  a  privately  held  "S"  corporation,   paid  a
distribution  in the amount of  $422,258  to its  stockholders  to pay  personal
income  taxes.  Since the January 1998  payment,  the Company has never paid any
cash  dividends  on  its  Common  Stock  and  has no  intention  to do so in the
foreseeable future.

Item 6. Selected Financial Data

      The following selected data should be read in conjunction with the audited
financial statements of the Company and management's  discussion and analysis of
the Company's  financial  condition and results of operations included elsewhere
herein:

<TABLE>
<CAPTION>

                                                         As of or for the Year Ended October 31,
                                                       -----------------------------------------
                                                          1999           1998           1997
                                                          -----          -----          -----
<S>                                                    <C>            <C>            <C>
Operating data:
  Net sales ........................................   $23,089,592    $25,853,791    $26,120,519
  Cost of sales ....................................    19,796,476     24,090,666     22,961,911
                                                       -----------    -----------    -----------
  Gross profit .....................................     3,293,116      1,763,125      3,158,608
  Operating expenses ...............................     2,301,306      2,215,134      2,355,548
                                                       -----------    -----------    -----------
  Income (loss) from operations ....................       991,810       (452,009)       803,060
  Other income (expense), net (A) ..................      (382,906)      (650,020)      (301,448)
                                                       -----------    -----------    -----------
  Income (loss) before income taxes ................       608,904     (1,102,029)       501,612
  Provision for state and local income taxes (B) ...                                      64,173
                                                       -----------    -----------    -----------
  Net income (loss) (B) ............................   $   608,904    $(1,102,029)   $   437,439
                                                       ===========    ===========    ===========
  Basic earnings per share (B) .....................          $.15
                                                              ====
  Basic weighted average common shares outstanding .     3,999,650
                                                       ===========
Pro forma (B):
  Historical income (loss) before income taxes .....                  $(1,102,029)   $   501,612
  Unaudited pro forma:
    Provision (credit) for income taxes ............                     (424,000)       226,000
                                                                      ===========    ===========
    Net income (loss) ..............................                  $  (678,029)   $   275,612
                                                                      ===========    ===========
    Basic earnings (loss) per share ................                  $      (.17)   $       .07
                                                                      ===========    ===========
    Basic weighted average common shares outstanding                    3,999,650      3,999,650
                                                                      ===========    ===========
Dividends ..........................................   $        --    $   422,258    $        --
                                                       ===========    ===========    ===========
Balance sheet data:
  Total assets .....................................   $ 6,511,598    $ 6,524,043    $ 6,794,629
                                                       ===========    ===========    ===========
  Long-term obligations (including current portion)    $ 3,121,479    $ 3,882,804    $ 1,486,549
                                                       ===========    ===========    ===========
  Stockholders' equity (deficiency) ................   $  (319,178)   $  (928,082)   $   595,432
                                                       ===========    ===========    ===========
</TABLE>

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(A)   Includes  consulting  and  professional  fees and other costs  incurred in
      connection with the reverse acquisition totaling $327,087 in fiscal 1998.
(B)   As  further  explained  in  Notes  2 and  9 to  the  financial  statements
      elsewhere herein,  prior to the reverse  acquisition on February 10, 1998,
      the Company had elected to be treated as an "S" Corporation. Therefore, it
      was not required to record any historical  provision or credit for Federal
      income taxes,  whereas it recorded provisions for state and local taxes at
      full or reduced rates.  The unaudited pro forma provisions and credits for
      income  taxes  assume that the  Company  had not made the "S"  Corporation
      elections  during  any  portion  of fiscal  1998 and 1997 and  reflect  an
      effective  rate  of  approximately  45% for  each  period.  There  were no
      provisions  or credits  for  income  taxes in  periods  subsequent  to the
      reverse  acquisition  primarily as a result of pre-tax losses  incurred in
      those periods,  the  utilization of a portion of the related net operating
      loss  carryforwards  and/or the  inability  of the  Company  to  recognize
      benefits  from  the  net   operating   loss   carryforwards   due  to  the
      uncertainties  related to the  extent  and  timing of its  future  taxable
      income.


                                      -6-
<PAGE>

Item 7. Management's  Discussion And Analysis Of Financial Condition And Results
Of Operations

Forward-Looking Statements

      The Private Securities  Litigation Reform Act of 1995 (the "Act") provides
a safe  harbor  for  forward-looking  statements  made  by or on  behalf  of the
Company.  Coffee  Holding  and its  representatives  may from  time to time make
written or oral  forward-looking  statements,  including statements contained in
this report and in our other filings with the SEC.  These  statements  use words
such as "believes",  "expects",  "intends",  "plans",  "may", "will",  "should",
"anticipates"  and other  similar  expressions.  All  statements  which  address
operating  performance,  events or  developments  that the  Company  expects  or
anticipates will occur in the future are  forward-looking  statements within the
meaning  of the Act.  The  forward-looking  statements  are and will be based on
management's  then current  views and  assumptions  regarding  future events and
operating  performance.  We  cannot  assure  that  anticipated  results  will be
achieved  since  actual  results  may  differ  materially  because  of risks and
uncertainties.  We do not  undertake  to  revise  these  statements  to  reflect
subsequent developments.

      The following  are some of the factors that could cause actual  results to
differ materially from our forward-looking statements:

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

            o     fluctuations in the supply of coffee beans;

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

            o     the effects of any loss of major customers;

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

            o     changes in consumption of coffee; and

            o     other risks which we identify in future filings with the SEC.

      You are strongly  encouraged  to consider  these  factors when  evaluating
forward looking statements in this annual report. We undertake no responsibility
to update any forward-looking statements contained in this report.

Year Ended  October 31, 1999 (fiscal  1999)  Compared to Year Ended  October 31,
1998 (fiscal 1998)

      Net sales totaled  $23,089,592 in fiscal 1999, a decrease of $2,764,199 or
11%  from  $25,853,791  in  fiscal  1998.  Although  coffee  sold  increased  by
approximately  3 million  pounds or 23% from 13 million pounds in fiscal 1998 to
16 million  pounds in fiscal 1999,  sales  revenues  decreased  primarily due to
lower selling prices for green coffee.

      Cost of sales in fiscal  1999 was  $19,796,476,  or 86% of net  sales,  as
compared  to  $24,090,666,  or 93% of net  sales in fiscal  1998.  Cost of sales
consists primarily of green coffee and packaging materials. The decrease in cost
of sales in fiscal  1999 was  attributable  to lower  purchase  prices for green
coffee.  Beginning  around the end of fiscal 1998,  the purchase price of coffee
began to decline  gradually  and fiscal  1999 saw  continuing  decreases  in the
purchase  price.  As the price of coffee is cyclical and volatile and subject to
many factors,  including weather,  politics and economics, the Company is unable
to predict the purchase price of coffee in fiscal 2000 and beyond.

      The Company's gross profit in fiscal 1999 was  $3,293,116,  an increase of
$1,529,991 or 87% from  $1,763,125 in fiscal 1998.  Gross profit as a percentage
of net sales  increased by 7% to 14% in fiscal 1999 from 7% in fiscal 1998.  The
increase in gross profit as a percentage of sales was primarily  attributable to
increased  margins  on sales of  private  label and  wholesale  green  coffee as
purchase prices for green coffee gradually declined throughout the year.

      Selling and  administrative  expenses  were  $1,911,306  in fiscal 1999, a
decrease of $10,558 or 1% from $1,921,864 in fiscal 1998. As a percentage of net
sales,  this change  represented  a 1% increase  from 7% in fiscal 1998 to 8% in
fiscal 1999.

      Interest expense  increased  $23,061 or 6% from $363,445 in fiscal 1998 to
$386,506 in fiscal 1999. The increase in fiscal 1999 was attributable  primarily
to additional  average  borrowings on the Company's  credit line.  The amount in
fiscal 1998 included costs  incurred in connection  with the  cancellation  of a
factoring agreement.


                                      -7-
<PAGE>

      Other  income  (expense)  in fiscal  1999 was a net  expense  of  $382,906
compared to a net expense of $650,020 in fiscal 1998 which included  $327,087 of
consulting and professional fees and other costs incurred in connection with the
reverse  acquisition by Transpacific that was effectively  completed on February
10, 1998.

      Primarily  as a result of the  increase in gross  profit,  the increase in
other  operating  expenses  and the absence of the charge for costs  incurred in
connection  with the  reverse  acquisition,  the  Company had income of $608,904
before  income  taxes in fiscal  1999  compared to a loss of  $1,102,029  before
income taxes in fiscal 1998.

      As  further  explained  in  Notes 2 and 9 of the  notes  to the  financial
statements  elsewhere herein, the Company was not required to record a provision
for Federal  income tax in fiscal 1998  because it had elected to be taxed as an
"S" Corporation prior to the Reverse Acquisition on February 10, 1998 and it had
a pre-tax  loss for the period  from  February  11,  1998 to October  31,  1998.
Although the Company had potential  benefits of approximately  $363,000 from the
net  operating  loss  carryforwards  as of October 31, 1998, it did not record a
credit for  income  taxes  based on its  pre-tax  loss due to the  uncertainties
related to the extent and timing of its future taxable  income.  The Company did
not record a provision  for income  taxes based on its pre-tax  income in fiscal
1999 because it used a portion of the benefits  available from the net operating
loss  carryforwards  that were  available as of October 31,  1998.  Although the
Company had potential  benefits of approximately  $89,000 from the net operating
loss carryforwards as of October 31, 1999, it did not record a credit for income
taxes based on its net operating  loss  carryforwards  due to the  uncertainties
related to the extent and timing of its future taxable income. Since the Company
had no  historical  provisions  or credits  for income  taxes in fiscal 1999 and
1998,  it had  historical  net income of $608,904  in fiscal 1999  compared to a
historical net loss of $1,102,029 in fiscal 1998.

      The statement of operations included in the financial statements elsewhere
herein presents unaudited pro forma provisions and credits for income taxes, net
income and losses and related earnings (loss) per share information for 1998 and
1997 assuming the Company had not elected to be taxed as an "S" Corporation. The
Company  would have had a credit for income taxes of  approximately  $424,000 in
fiscal 1998  assuming  the "S"  Corporation  elections  had not been made and it
would have been able to carryback  its net operating  losses.  The unaudited pro
forma credit for income taxes  reflects an effective rate of  approximately  45%
comprised  of an 11% rate for state and local income  taxes,  net of the related
Federal income tax effect, and a statutory Federal income tax rate of 34%. On an
unaudited pro forma basis, the Company would have had a net loss of $678,029, or
$.17 per share,  in fiscal 1998 compared to the Company's  historical net income
of $608,904, or $.15 per share, in fiscal 1999.


Year Ended  October 31, 1998 (fiscal  1998)  Compared to Year Ended  October 31,
1997 (fiscal 1997)

      Net sales totaled $25,853,791 in fiscal 1998, a decrease of $266,728 or 1%
from $26,120,519 in fiscal 1997. Although coffee sold increased by approximately
2 million  pounds or 18% from 11  million  pounds in fiscal  1997 to 13  million
pounds in fiscal 1998, sales revenues remained steady due to lower retail coffee
selling prices,  particularly  in the fourth quarter of fiscal 1998.  Management
attributes  the  decrease in revenue to declines in the selling  price of retail
coffee which began in the second quarter of fiscal 1998 and continued to the end
of fiscal 1998 and the decision of management  to reduce some selling  prices to
attract larger customers.

      Cost of sales in fiscal  1998 was  $24,090,666,  or 93% of net  sales,  as
compared  to  $22,961,911,  or 88% of net  sales in fiscal  1997.  Cost of sales
consists primarily of green coffee and packaging materials. The increase in cost
of sales in fiscal 1998 was attributable to higher green coffee purchase prices.

      The Company's  gross profit in fiscal 1998 was  $1,763,125,  a decrease of
$1,395,483 or 44% from  $3,158,608 in fiscal 1997.  Gross profit as a percentage
of net sales  decreased by 5% to 7% in fiscal 1998 from 12% in fiscal 1997.  The
decrease of gross profit as a percentage of sales was primarily  attributable to
lower  margins on private  label  coffee and  wholesale  green coffee sales as a
result of higher green coffee  purchase  prices and higher Company  inventories.
Margins were also reduced by management's decision to reduce some selling prices
to attract larger customers.

      Selling and  administrative  expenses  were  $1,921,864  in fiscal 1998, a
decrease of $175,867 or 8% from  $2,097,731  in fiscal 1997.  As a percentage of
net sales, this change represented a 1% decrease from 8% in fiscal 1997 to 7% in
fiscal 1998.  The reduction in expenses was related to lower bad debt expense in
fiscal 1998 versus fiscal 1997 which was partially offset by higher advertising,
promotional and freight expenses as well as office salaries in fiscal 1998.


                                      -8-
<PAGE>

      Interest expense  increased $39,100 or 12% from $324,345 in fiscal 1997 to
$363,445 in fiscal 1998. The increase in fiscal 1998 was  attributable  to costs
incurred in connection with the cancellation of a factoring  agreement that were
charged to  interest  expense.  Also,  the  average  balances  on the  Company's
replacement  line of credit were higher although the applicable rate of interest
was lower.

      Other  income  (expenses)  in fiscal 1998 was a net  expense of  $650,020,
which  included  $327,087 of consulting  and  professional  fees and other costs
incurred in connection  with the Reverse  Acquisition by  Transpacific  that was
effectively completed on February 10, 1998. Other income (expense) in 1997 was a
net expense of $301,448.

      Primarily  as a result of the  decrease in gross profit and the charge for
costs  incurred in connection  with the reverse  acquisition,  the Company had a
loss of  $1,102,029  before  income  taxes in fiscal 1998  compared to income of
$501,612 before income taxes in fiscal 1997.

      As  further  explained  above  and in  Notes 2 and 9 of the  notes  to the
financial  statements elsewhere herein, the Company was not required to record a
provision  for Federal  income tax in fiscal  1998  because it had elected to be
taxed as an "S"  Corporation  prior to the Reverse  Acquisition  on February 10,
1998 and it had a pre-tax loss for the period from  February 11, 1998 to October
31, 1998. Although the Company had potential benefits of approximately  $363,000
from the net  operating  loss  carryforwards  as of October 31, 1998, it did not
record  a  credit  for  income  taxes  based  on  the  pre-tax  loss  due to the
uncertainties  related  to the  extent and  timing of its  taxable  income.  The
Company was not required to record a provision for Federal  income taxes in 1997
because it had elected to be taxed as an "S" Corporation.

      The  Company  would have had a credit for  income  taxes of  approximately
$424,000  in fiscal  1998 and a  provision  for  income  taxes of  approximately
$226,000 in fiscal 1997 assuming the "S" Corporation elections had not been made
and it would have been able to carryback its net operating losses. The unaudited
pro forma  provisions  and credits for income taxes reflect an effective rate of
approximately  45% for each period  comprised of an 11% rate for state and local
income  taxes,  net of the related  Federal  income tax effect,  and a statutory
Federal  income tax rate of 34%. On an unaudited  pro forma  basis,  the Company
would  have had a net  loss of  $678,029,  or $.17 per  share,  in  fiscal  1998
compared to net income of $275,612, or $.07 per share, in fiscal 1997.

Liquidity and Capital Resources

      As of October 31, 1999, the Company had working  capital of  approximately
$502,000,  which  increased by $729,000 from its working  capital  deficiency of
$227,000  as of  October  31,  1998,  and a total  stockholders'  deficiency  of
$319,000, which decreased by $609,000 from its total stockholders' deficiency of
approximately $928,000 as of October 31, 1998. The Company had unrestricted cash
balances of $265,000 as of October 31, 1999, whereas it had no unrestricted cash
balances  as of October  31,  1998.  The  Company's  working  capital  increased
primarily  as a result of net income  generated  and the  additional  borrowings
under its credit facility during fiscal 1999.

      The Company obtained a credit facility from Nationscredit Commercial Corp.
and repaid its short-term  obligations under a factoring agreement during fiscal
1998.  The  credit  facility  provides  for a  revolving  line of  credit  up to
$5,000,000  based on eligible trade accounts  receivable and  inventories  and a
term loan for equipment purchases of up to $500,000. The line of credit provides
for borrowings of up to 85% of the Company's eligible trade accounts  receivable
and 60% of its eligible  inventories.  The outstanding  balance of approximately
$2,445,000  as of October 31,  1999  approximated  the  maximum  amount that the
Company  could  borrow  based on its  eligible  trade  accounts  receivable  and
inventories as of that date.  Interest is payable monthly at the prime rate plus
1% (an effective  rate of 9.25% at October 31,  1999).  Assuming the Company has
sufficient  collateral,  substantially all of the balances outstanding under the
credit facility will not have to be repaid until November 20, 2000.

      During  fiscal 1999,  net cash  provided by operating  activities  totaled
approximately  $704,000 primarily as a result of the net income generated during
that period,  adjusted to eliminate the effects of charges for  depreciation and
amortization  and the write-off of deferred  mortgage costs,  and an increase in
accounts  payable that were partially  offset by increases in amounts on deposit
with the Company's coffee broker and an increase in coffee inventories.


                                      -9-
<PAGE>

      The Company  financed  the purchase of land and a building in 1989 through
the issuance of a mortgage note in the amount of  $1,050,000  payable to the New
York City  Industrial  Development  Agency.  The mortgage note required  monthly
payments  of $4,167  plus  interest  based at a variable  rate set  weekly.  The
payment of the mortgage  note was secured by a first  mortgage on the  Company's
land  and  building  and the  Company's  restricted  investments.  The  note was
initially  due to mature on  November  1, 2009.  On March 3, 1999,  the  Company
repaid  the  mortgage  note in full  in the  amount  of  $600,000.  The  Company
generated  a portion of the funds  required  for the  repayment  by  liquidating
approximately  $433,000  of cash  and  cash  equivalent  investments  that  were
restricted under the mortgage note.

      During fiscal 1999,  the Company also used  approximately  $111,000 of its
cash  resources to purchase  property and  equipment  and $303,000 to reduce its
term loan and capital lease obligations. Capital expenditures were substantially
below  those  made in  fiscal  1998 and  management  does not  believe  that the
Company's  capital  expenditures will be significant in fiscal 2000. The Company
borrowed  approximately $125,000 under the line of credit during fiscal 1999 for
working capital purposes.

      As of October 31, 1998,  the Company had a working  capital  deficiency of
approximately  $227,000,  which  decreased by $310,000 from its working  capital
deficiency  of  $537,000  as of  October  31,  1997,  and a total  stockholders'
deficiency of  approximately  $928,000,  which  decreased by $1,523,000 from its
total  stockholders'  equity of $595,000 as of October 31, 1997. The Company had
unrestricted cash balances of $199,000 as of October 31, 1997, whereas it had no
unrestricted cash balances as of October 31, 1998. The Company's working capital
increased primarily as a result of the conversion of short-term borrowings under
the factoring  agreement to long-term  borrowings  under the credit facility and
through additional borrowings under its credit facility during fiscal 1998.

      During  fiscal 1998,  net cash  provided by operating  activities  totaled
approximately   $1,333,000  primarily  as  a  result  of  increases  in  amounts
receivable  from the Company's  broker and an increase in accounts  payable that
were partially  offset by the net loss generated  during that year,  adjusted to
eliminate  the  effects of charges for  depreciation  and  amortization  and bad
debts.

      During fiscal 1998,  the Company used  approximately  $347,000 of its cash
resources  to  purchase  property  and  equipment.  In  addition  to these  cash
expenditures, the Company also added property and equipment totaling $288,500 in
fiscal 1998 by entering into capital leases. The capital  expenditures were used
to  refurbish  equipment  and upgrade  capacity  and to purchase and install new
manufacturing and other equipment  associated with production.  The Company used
$667,000 of its cash resources to reduce its mortgage note,  term loan,  capital
lease and  related  party  obligations  and  placed  approximately  $367,000  in
restricted  cash and cash  equivalent  investments  to secure the mortgage  note
payable,  as explained above. The Company also paid dividends of $422,000 to its
stockholders in fiscal 1998 to pay personal income taxes.  The Company  borrowed
approximately  $271,000  under the line of credit during fiscal 1998 for working
capital purposes.

      Management  believes,  but cannot assure, that the Company will be able to
finance  its  operations,   including   increases  in  accounts  receivable  and
inventories,  capital  expenditures  and debt  repayments,  during  fiscal  2000
through  cash  provided  by  operating  activities  and/or  short  or  long-term
borrowings.  The Company's line of credit with  Nationscredit  Commercial  Corp.
expires on November  20, 2000.  Management  is in  discussions  with the current
lender to renew the line and with other  lenders to replace the line,  but there
are no  assurances  that the Company will be able to renew or replace this line.
In the event that the  Company is unable to obtain a line of credit,  management
believes the Company could obtain loans by  mortgaging  its  headquarters  or by
using its equipment as collateral.

Year 2000

      The Year 2000  problem  concerns the  possible  inability  of  information
systems and systems with  embedded  chip  technology  to properly  recognize and
process  data-sensitive  information  beyond  December 31, 1999.  In the fall of
1997,  the Company,  and its  information  technology  consultant,  assessed the
Company's personal computer hardware and its accounting software (which included
accounts  receivable  and  payroll  and  inventory  management)  for  Year  2000
readiness.  The Company concluded that its then accounting software and computer
hardware and system were not Year 2000 compliant.

      The  Company  installed   software   modifications  and  upgrades  to  its
accounting software in November 1997 at an approximate cost of $4,300.


                                      -10-
<PAGE>

      In April and August 1999, the Company  replaced its computer  hardware and
operating systems including its server and three workstations.  The Company also
added an additional workstation.  The total cost of the equipment,  installation
and  follow-up  support was  approximately  $18,800.  The Company  also paid its
consultant $1,400 to oversee installation of the operating system.

      As of June 30,  2000,  with  regard  to Year  2000,  the  Company  had not
experienced any disruptions in its internal  information systems or its business
activities with its suppliers and customers.

Item 7A. Quantitative And Qualitative Disclosures About Market Risks

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

Interest Rate Risks

      The Company is subject to market risk from  exposure  to  fluctuations  in
interest  rates. At October 31, 1999, the Company's  long-term debt,  other than
capitalized leases,  consisted of approximately  $148,000 of fixed rate debt and
approximately  $2,700,000  of  variable  rate debt under its  revolving  line of
credit and term loan.  Interest on the variable rate debt was payable  primarily
at 1% above a specified  prime rate (an  effective  rate of 9.25% at October 31,
1999).  The Company does not expect changes in interest rates to have a material
effect  on  income  or cash  flows in  fiscal  2000,  although  there  can be no
assurance that interest rates will not significantly change.

Commodity Price Risks

      See Note 2 to the financial statements,  Summary of Significant Accounting
Policies - "Hedging"  and "Recent  Accounting  Pronouncements,"  for  additional
information  regarding the Company's  hedging program and Statement of Financing
Accounting Standard No. 133,  Accounting for Derivative  Instruments and Hedging
Activities.

      The supply and price of coffee  beans are  subject to  volatility  and are
influenced  by numerous  factors  which are beyond the  Company's  control.  The
Company  uses  coffee  futures  and options  contracts  for hedging  purposes to
minimize  the  effect of  changing  green  coffee  prices  and,  if  needed,  to
supplement its supply. At October 31, 1999, the Company held options covering an
aggregate of 3,525,000  pounds of green coffee beans,  which are  exercisable in
fiscal 2000 at prices ranging from $.85 to $1.05 per pound.  The price per pound
of green coffee on October 31, 1999 was $1.00.  The Company  generally  has been
able to pass green  coffee price  increases  through to its  customers,  thereby
maintaining  its gross profits.  However,  the Company cannot predict whether it
will be able to pass inventory  price  increases  through to it customers in the
future.  See  also  "Raw  Materials"  in Item 1 for  additional  information  in
connection with commodity price risks.

Item 8. Financial Statements And Supplementary Data

      See Item 14 herein.


                                      -11-
<PAGE>

Item  9.  Changes  In And  Disagreements  With  Accountants  On  Accounting  And
Financial Disclosure.

      On May 15, 1998,  Transpacific  dismissed German W. Chacon  ("Chacon") who
has been previously engaged as the principal accountant for Transpacific and had
previously audited its financial statements as of September 30, 1997 and for the
period from October 9, 1995 (date of inception) to September 30, 1997.

      Chacon's  reports on  Transpacific's  financial  statements for the period
from October 9, 1995 to September  30, 1997 did not contain any adverse  opinion
or disclaimer of opinion,  qualifications  or  modifications  as to uncertainty,
audit scope or accounting principles.

      There were no disagreements  between Transpacific and Chacon on any matter
of accounting principles or practice, financial statement disclosure or auditing
scope or procedure  within the period from October 9, 1995 to September 30, 1997
and the subsequent interim period preceding its dismissal which disagreement, if
not resolved to Chacon's satisfaction, would have caused it to make reference to
such disagreement.

      During  the period  from  October 9, 1995 to  September  30,  1997 and the
subsequent   interim  period  preceding  Chacon's   dismissal,   there  were  no
"reportable events" as set forth in Item 304(a)(1)(v) of Regulation S-K.

      On May 15, 1998,  Coffee Holding  dismissed the accounting  firm of Ira D.
Ganzfried  & Company  ("Ganzfried")  which had been  previously  engaged  as the
principal  accountants  for  Coffee  Holding  and  had  previously  audited  its
financial  statements  as of  October  31,  1996 and 1995 and for the years then
ended.

      Ganzfried's reports on Coffee Holding's financial statements for the years
ended  October  31,  1996  and 1995  did not  contain  any  adverse  opinion  or
disclaimer of opinion,  qualifications or modifications as to uncertainty, audit
scope or accounting principles.

      There were no  disagreements  between  Coffee Holding and Ganzfried on any
matter of accounting  principles or practice,  financial statement disclosure or
auditing  scope or procedure  for the years ended  October 31, 1996 and 1995 and
the subsequent interim period preceding its dismissal which disagreement, if not
resolved to Ganzfried's satisfaction,  would have caused it to make reference to
such disagreement.

      For the years ended October 31, 1996 and 1995 and the  subsequent  interim
period preceding Ganzfried's dismissal, there were no "reportable events" as set
forth in Item 304(a)(1)(v) of Regulation S-K.

      The decision to change  accountants was approved by the Board of Directors
of the Company following the merger between Transpacific and Coffee Holding. The
Company does not have an audit committee.

      On May 15, 1998,  Coffee Holding  engaged the accounting firm of J.H. Cohn
LLP as the principal  accountant to audit its financial statements in subsequent
years.  Neither  Coffee  Holding nor anyone acting on its behalf  consulted with
J.H. Cohn LLP prior to engaging them  regarding  the  application  of accounting
principles to a specified transaction or the type of audit opinion that might be
rendered on the Coffee Holding or  Transpacific  financial  statements for which
disclosure would be required by Item 304(a)(2) of Regulation S-K.

                                    PART III

Item 10. Directors And Executive Officers Of Coffee Holding Co., Inc.

      Set forth below is  information  concerning  the  Company's  directors and
executive officers.  The Company's board of directors currently consists of five
directors.  Directors  are  elected  by a  plurality  of the  votes  cast at the
Company's  annual meeting of  stockholders.  Once elected,  each director serves
until the next annual meeting of stockholders  and until his or her successor is
duly elected and qualified,  or until his or her earlier  death,  resignation or
removal.  Officers are appointed by the  directors,  and, once  appointed,  each
officer serves until his or her successor is duly appointed, or until his or her
earlier death, resignation or removal.

<TABLE>
<CAPTION>

              Name             Age                        Position
              ----             ---                        --------
<S>                             <C>   <C>
Andrew Gordon ..............   [39]   Chief Executive Officer, President, Treasurer and Director
David Gordon ...............   [35]   Executive Vice President, Secretary and Director
Gerard DeCapua .............   [39]   Director
Daniel Dwyer ...............   [43]   Director
Matthew Phillips ...........   [46]   Director
</TABLE>


                                      -12-
<PAGE>

      Andrew  Gordon is Chief  Executive  Officer,  President,  Treasurer  and a
Director of Coffee  Holding.  He was  previously a Vice  President  from 1981 to
1997. He has been a Director of Coffee Holding since 1981.  Mr. Gordon  received
his B.B.A. degree from Emory University. He is the brother of David Gordon.

      David  Gordon is Executive  Vice  President--Operations,  Secretary  and a
Director of Coffee  Holding.  He was  previously a Vice  President and Operating
Manager from 1983 to 1997. He has been a Director of Coffee  Holding since 1983.
Mr. Gordon attended Baruch College in New York City. He is the brother of Andrew
Gordon.

      Gerard  DeCapua has been a Director of Coffee  Holding  since 1997. He has
his own law  practice in  Rockville  Centre,  New York since 1985.  Mr.  DeCapua
received his law degree from Pace University.

      Daniel Dwyer has been a Director of Coffee  Holding since 1998.  Mr. Dwyer
has been a senior coffee trader at Rothfos Corporation since 1995.

      Matthew  Phillips has been a Director of Coffee Holding since 1998.  Since
1991,  Mr.  Phillips has been a  Vice-President  of Branco Peres  International,
responsible for coffee trading operations.

      The Company currently does not have any standing committees.

Item 11. Executive Compensation

      The following  table sets forth certain  compensation  information for the
Company's chief executive  officer and each other executive officer whose salary
and bonus  compensation  exceeded $100,000 for the fiscal year ended October 31,
1999.

                           Summary Compensation Table

<TABLE>
<CAPTION>

                                                     Annual Compensation
                                         ---------------------------------------------
                 Name and                Fiscal  Salary     Bonus      All Other
            Principal Position            Year     ($)       ($)   Compensation ($)(1)
---------------------------------------  ------  -------    ------ -------------------
<S>                                       <C>    <C>        <C>          <C>
Andrew Gordon .........................   1999   160,000    50,000       8,896
  Chief Executive Officer and President   1998   160,000        --      24,379
                                          1997   100,000    50,000      15,684

David Gordon ..........................   1999   160,000    50,000       6,970
  Executive Vice President-- Operations   1998   130,000        --       6,970
                                          1997   100,000    50,000       8,268
</TABLE>

----------
(1)   The amounts set forth  consist of amounts  paid by the Company for the use
      of an automobile and automobile insurance.

      The Company has a stock option plan under which stock  options to purchase
shares of  Company  Common  Stock may be  granted  to the  Company's  directors,
officers  and other key  employees  and  consultants.  The Company has  reserved
2,000,000  shares of its Common Stock for issuance  under the stock option plan.
As of September 30, 2000, no options had been granted under the plan.

      The Company does not have employment agreements with any of its officers.

Compensation of Directors

      Directors do not receive any  compensation  for their services.  They are,
however,  reimbursed for travel expenses and other  out-of-pocket costs incurred
in connection with attendance at board of directors and committee meetings.

Item 12. Security Stock Ownership Of Certain Beneficial Owners And Management

      The following table sets forth information  regarding  ownership of shares
of the Company's common stock, as of October 4, 2000, by each person known to be
the owner of 5% or more of the Company's  common stock,  by each person who is a
director or executive  officer and by all directors and executive  officers as a
group.

      When reviewing the following table, you should be aware that:


      (i)   The amounts and  percentages  of common  stock and  preferred  stock
            beneficially  owned are reported on the basis of  regulations of the
            SEC  governing  the   determination   of  beneficial   ownership  of
            securities.  Under the rules of the SEC,  a person is deemed to be a
            "beneficial owner" of a security if that person has


                                      -13-
<PAGE>

            or shares  "voting  power,"  which  includes the power to vote or to
            direct the voting of such  security,  or  "investment  power," which
            includes  the power to dispose of or to direct  the  disposition  of
            such security.  A person is also deemed to be a beneficial  owner of
            any  securities  of  which  that  person  has  a  right  to  acquire
            beneficial  ownership within 60 days.  Under these rules,  more than
            one person may be deemed a beneficial  owner of the same  securities
            and a person may be deemed to be a beneficial owner of securities as
            to which that person has no economic interest.

      (ii)  Unless otherwise  indicated by footnote,  each person  identified in
            the table below has sole voting power and investment power as to the
            shares beneficially owned.

<TABLE>
<CAPTION>
                                                                                 Common Stock
                                                                           -----------------------
                                                                             Number of  Percentage
                                                                              Shares     of Class
                                                                            ----------  ----------
<S>                                                                           <C>         <C>
            Andrew Gordon(1)..............................................  1,970,378     49.3%
            David Gordon(1)...............................................  1,970,378     49.3%
            Gerard DeCapua ...............................................        100        *
            Daniel Dwyer .................................................        100        *
            Matt Phillips ................................................        100        *
            Rachelle Gordon(2) ...........................................  1,740,000     43.5%
            Rachelle Gordon Grantor
              Retained Annuity Trust .....................................  1,350,878     30.8%
            Sterling Gordon ..............................................    199,600      5.0%
            Judy Melnick .................................................    199,600      5.0%
            All directors and executive officers as a group (5 persons)(1)  2,590,178     64.8%
</TABLE>

----------
*     Less than 1%.
(1)   Includes  1,350,878  shares held by the Rachelle  Gordon Grantor  Retained
      Annuity Trust, of which Andrew and David Gordon are the  co-trustees  with
      the power to vote and dispose of the shares.
(2)   Includes  1,350,878  shares held by the Rachelle  Gordon Grantor  Retained
      Annuity Trust, of which Ms. Gordon is the grantor and beneficiary.

Item 13. Certain Relationships And Related Transactions

      From time to time, certain of the Company's stockholders and directors and
officers make loans to the Company for working capital purposes.

      At October  31,  1999,  the  Company  had loans  payable to certain of its
stockholders and directors and officers in the principal amounts as follows:

      Rachelle  Gordon -- $65,000
      Sterling  Gordon -- $43,000
      David  Gordon    -- $38,000
      Andrew Gordon    -- $ 1,800

      The loans are due on demand and bear interest at 10% per annum.

      Andrew  Gordon and David  Gordon have each  guaranteed  the payment of the
Company's  borrowings  under  its  outstanding  term  loan  from  Naxtionscredit
Commercial Corp. up to $100,000 in principal,  plus interest and other costs and
expenses.

      Daniel  Dwyer,  a director of the Company,  is a senior  coffee trader for
Rothfos  Corporation.  Mr. Dwyer is responsible for the Company's  account.  The
Company paid Rothfos  $4,379,708  for green coffee  purchases in fiscal 1999 and
expects to pay it a similar amount in fiscal 2000.

      Matthew Phillips,  a director of the Company,  is Vice President of Branco
Peres,  International,  responsible for coffee trading.  The Company paid Branco
Peres $231,755 in fiscal 1999 for green coffee purchases.


                                      -14-
<PAGE>

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules, And Reports On Form 8-K

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

      1. Financial Statements:

            --    Index  to  Financial   Statements   and  Financial   Statement
                  Schedules
            --    Independent Auditors' Report
            --    Balance sheets as of October 31, 1999 and 1998
            --    Statements of Operations for the Years Ended October 31, 1999,
                  1998 and 1997
            --    Statements of Changes in Stockholders' Equity (Deficiency) for
                  the Years Ended October 31, 1999, 1998 and 1997
            --    Statements of Cash Flows for the Years Ended October 31, 1999,
                  1998 and 1997
            --    Notes to Financial Statements

      2. Financial Statement Schedules:

            II.  Valuation  and  Qualifying  Accounts and Reserves for the Years
            Ended October 31, 1999, 1998 and 1997

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

      (b)   No reports on Form 8-K were filed by the  Company  during the fourth
            quarter ended October 31, 1999.

      (c) Exhibits

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

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

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

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

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

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

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

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

            27*   Financial Data Schedule.

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


                                      -15-
<PAGE>

                            COFFEE HOLDING CO., INC.

                       INDEX TO FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULE

                                                                      PAGE
                                                                      ----

(A) FINANCIAL STATEMENTS:

      REPORTS OF INDEPENDENT ACCOUNTANTS............................  F-2/3

      BALANCE SHEETS
        OCTOBER 31, 1999 AND 1998...................................  F-4

      STATEMENTS OF OPERATIONS
        YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997.................  F-5

      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
        YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997.................  F-6

      STATEMENTS OF CASH FLOWS
        YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997.................  F-7

      NOTES TO FINANCIAL STATEMENTS.................................  F-8/15

(B) FINANCIAL STATEMENT SCHEDULE:

    II--VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
      YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997...................  S-1

      Other  schedules are omitted  because of the absence of  conditions  under
      which they are  required or because the required  information  is given in
      the financial statements or notes thereto.

                                      * * *


                                       F-1
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors
Coffee Holding Co., Inc.

      We have audited the  accompanying  balance  sheets of COFFEE  HOLDING CO.,
INC. as of October 31, 1999 and 1998, and the related  statements of operations,
changes in stockholders'  equity  (deficiency) and cash flows for the years then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 1999 and 1998 financial  statements referred to above
present  fairly,  in all material  respects,  the  financial  position of Coffee
Holding Co., Inc. as of October 31, 1999 and 1998, and its results of operations
and cash flows for the years then ended, in conformity  with generally  accepted
accounting principles.

      Our 1999 and 1998 audits  referred to above  included the  information  in
Schedule  II which  presents  fairly,  in all  material  respects,  when read in
conjunction with the 1999 and 1998 basic financial  statements taken as a whole,
the information required to be set forth therein for the years ended October 31,
1999 and 1998.


                                                           J. H. COHN LLP

Roseland, New Jersey
January 28, 2000


                                      F-2
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors
Coffee Holding Co., Inc.

      We  have  audited  the  accompanying  statements  of  income,  changes  in
stockholders'  equity and cash flows of Coffee  Holding  Co.,  Inc. for the year
ended December 31, 1997. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

      We conducted  our audit in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

      In our opinion,  the 1997 financial  statements  referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Coffee  Holding Co.,  Inc. for the year ended  December 31, 1997,  in conformity
with generally accepted accounting principles.

      Our 1997 audit referred to above  included the  information in Schedule II
which presents fairly, in all material  respects,  when read in conjunction with
the 1997 basic financial  statements taken as a whole, the information  required
to be set forth therein for the year ended October 31, 1997.


                                                   IRA D. GANZFRIED & COMPANY

Roseland, New Jersey
December 23, 1997


                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.
                                 BALANCE SHEETS
                            OCTOBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                     Assets                               1999          1998
                                  -----------                         -----------   -----------
<S>                                                                   <C>            <C>
Current assets:
    Cash ..........................................................   $  265,044
    Due from broker ...............................................      281,064    $  150,592
    Accounts receivable, net of allowance for doubtful accounts
         of $227,210 and $215,000 .................................    2,416,700     2,243,798
    Inventories ...................................................    1,478,485     1,359,954
    Cash and cash equivalents restricted under mortgage note ......                    432,965
    Prepaid expenses and other current assets .....................       59,565        57,198
                                                                      ----------    ----------
         Total current assets .....................................    4,500,858     4,244,507
Property and equipment, at cost, net of accumulated depreciation
    of $1,908,410 and $1,657,206 ..................................    1,983,317     2,123,429
Deferred mortgage costs, net of accumulated amortization of $48,611                     56,784
Deposits and other assets .........................................       27,423        99,323
                                                                      ----------    ----------
         Totals ...................................................   $6,511,598    $6,524,043
                                                                      ==========    ==========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

Current liabilities:
    Mortgage note payable .........................................                 $  600,000
    Current portion of term loan ..................................   $   87,312        87,312
    Current portion of obligations under capital leases ...........      202,743       215,026
    Accounts payable and accrued expenses .........................    3,709,297     3,569,321
                                                                      ----------    ----------
         Total current liabilities ................................    3,999,352     4,471,659
Term loan, net of current portion .................................      192,119       279,431
Line of credit borrowings .........................................    2,445,130     2,320,513
Obligations under capital leases, net of current portion ..........       46,161       249,325
Loans from related parties ........................................      148,014       131,197
                                                                      ----------    ----------
         Total liabilities ........................................    6,830,776     7,452,125
                                                                      ----------    ----------
Commitments and contingencies
Stockholders' deficiency:
    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, 3,999,650 shares issued and outstanding ......        4,000         4,000
    Additional paid-in capital ....................................      480,997       480,997
    Accumulated deficit ...........................................     (804,175)   (1,413,079)
                                                                      ----------    ----------
         Total stockholders' deficiency ...........................     (319,178)     (928,082)
                                                                      ----------    ----------
         Totals ...................................................   $6,511,598    $6,524,043
                                                                      ==========    ==========
</TABLE>

See Notes to Financial Statements.


                                      F-4
<PAGE>

                           COFFEE HOLDINGS CO., INC.

                            STATEMENTS OF OPERATIONS
                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                          1999           1998           1997
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
Net sales .........................................   $23,089,592    $25,853,791    $26,120,519
Cost of sales .....................................    19,796,476     24,090,666     22,961,911
                                                      -----------    -----------    -----------
Gross profit ......................................     3,293,116      1,763,125      3,158,608
                                                      -----------    -----------    -----------
Operating expenses:
    Selling and administrative ....................     1,911,306      1,921,864      2,097,731
    Officers' salaries ............................       390,000        293,270        257,817
                                                      -----------    -----------    -----------
         Totals ...................................     2,301,306      2,215,134      2,355,548
                                                      -----------    -----------    -----------
Income (loss) from operations .....................       991,810       (452,009)       803,060
                                                      -----------    -----------    -----------
Other income (expense):
    Interest income ...............................         3,600         40,512         22,897
    Interest expense ..............................      (386,506)      (363,445)      (324,345)
    Expenses in connection with reverse acquisition                     (327,087)
                                                      -----------    -----------    -----------
         Totals ...................................      (382,906)      (650,020)      (301,448)
                                                      -----------    -----------    -----------
Income (loss) before income taxes .................       608,904     (1,102,029)       501,612
Provision for state and local income taxes ........                                      64,173
                                                      -----------    -----------    -----------
Net income (loss) .................................   $   608,904    $(1,102,029)   $   437,439
                                                      ===========    ===========    ===========
Basic earnings per share ..........................          $.15
                                                             ====
Basic weighted average common shares outstanding ..     3,999,650
                                                      ===========
Unaudited:
    Historical income (loss) before income taxes ..                  $(1,102,029)   $   501,612
    Pro forma:
         Provision (credit) for income taxes ......                     (424,000)       226,000
                                                                     -----------    -----------
         Net income (loss) ........................                  $  (678,029)   $   275,612
                                                                     ===========    ===========
         Basic earnings (loss) per share ..........                        $(.17)          $.07
                                                                           =====           ====
         Basic weighted average common
           shares outstanding .....................                    3,999,650      3,999,650
                                                                     ===========    ===========
</TABLE>

See Notes to Financial Statements.


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

           STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                             Common Stock
                               ----------------------------------------
                                  No Par Value        $.001 Par Value                   Retained
                               ------------------- --------------------   Additional    Earnings
                               Number of             Number of             Paid-in    (Accumulated
                                 Shares    Amount      Shares    Amount    Capital       Deficit)      Total
                               ---------  --------   ---------  -------   ---------   -----------   -----------
<S>                             <C>      <C>        <C>         <C>        <C>        <C>           <C>
Balance, November 1, 1996.....    100    $ 460,000                                    $  (302,007)  $   157,993
Net income....................                                                            437,439       437,439
                                 ----    ---------                                    -----------   -----------
Balance, October 31, 1997.....    100      460,000                                        135,432       595,432
Effect of reverse acquisition.   (100)    (460,000)  3,999,650   $4,000    $480,997       (24,224)          773
Net loss......................                                                         (1,102,029)   (1,102,029)
Dividends paid................                                                           (422,258)     (422,258)
                                 ----    ---------   ---------   ------    --------   -----------   -----------

Balance, October 31, 1998.....     --           --   3,999,650    4,000     480,997    (1,413,079)     (928,082)
Net income....................                                                            608,904       608,904
                                 ----    ---------   ---------   ------    --------   -----------   -----------

Balance, October 31, 1999.....     --    $      --   3,999,650   $4,000    $480,997   $  (804,175)  $  (319,178)
                                 ====    =========   -========   ======    ========   ===========   ===========
</TABLE>

See Notes to Financial Statements.


                                      F-6
<PAGE>

                            COFFEE HOLDING CO., INC.

                            STATEMENTS OF CASH FLOWS
                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                              1999          1998          1997
                                                                           ----------   ------------   ---------
<S>                                                                        <C>          <C>            <C>
Operating activities:
   Net income (loss) ...................................................   $ 608,904    $(1,102,029)   $ 437,439
   Adjustments to reconcile net income (loss) to net cash
       provided by operating activities:
       Depreciation and amortization ...................................     252,925        239,687      170,579
       Bad debts .......................................................      12,210         53,391      522,499
       Write-off of deferred mortgage costs ............................      55,063
       Changes in operating assets and liabilities:
         Due from broker ...............................................    (130,472)       273,307     (299,922)
         Accounts receivable ...........................................    (185,112)       561,012     (730,028)
         Inventories ...................................................    (118,531)        19,429     (504,122)
         Prepaid expenses and other current assets .....................      (2,367)       (30,132)       2,736
         Deposits and other assets .....................................      71,900        (42,132)     (47,469)
         Accounts payable and accrued expenses .........................     139,976      1,360,674      809,499
                                                                           ---------    -----------    ---------
           Net cash provided by operating activities ...................     704,496      1,333,207      361,211
                                                                           ---------    -----------    ---------
Investing activities--purchases of property and equipment ..............    (111,092)      (347,260)    (262,653)
                                                                           ---------    -----------    ---------
Financing activities:
   Net advances from factor ............................................                                 505,053
   Principal payments on mortgage note payable .........................    (600,000)       (50,000)     (50,000)
   (Increase) decrease in cash and cash equivalents
        restricted under mortgage note .................................     432,965       (366,895)     (22,897)
   Principal payments on term loan .....................................     (87,312)       (87,312)
   Net advances under bank line of credit ..............................     124,617        271,340
   Principal payments of obligations under capital leases ..............    (215,447)      (185,483)
   Advances from (repayments to) related parties .......................      16,817       (344,018)    (343,125)
   Dividends paid ......................................................                   (422,258)
                                                                           ---------    -----------    ---------
           Net cash provided by (used in) financing activities              (328,360)    (1,184,626)      89,031
                                                                           ---------    -----------    ---------
Net increase (decrease) in cash ........................................     265,044       (198,679)     187,589
Cash, beginning of year ................................................          --        198,679       11,090
                                                                           ---------    -----------    ---------
Cash, end of year ......................................................   $ 265,044    $        --    $ 198,679
                                                                           =========    ===========    =========
Supplemental disclosure of cash flow data:
   Interest paid .......................................................   $ 335,267    $   334,567    $ 324,345
                                                                           =========    ===========    =========
   Income taxes paid ...................................................   $     904    $   104,664    $  64,173
                                                                           =========    ===========    =========
</TABLE>


Supplemental schedule of noncash investing and financing activities:

      During  1998  and  1997,  the  Company  purchased  equipment  at a cost of
      $288,500  and   $361,334,   respectively,   by  incurring   capital  lease
      obligations.

      During  1998,  the  Company  increased  its  obligations  under the credit
      facility  that  provides  it with the  line of  credit  and term  loan and
      decreased the balance  payable to its factor through a direct  transfer of
      $2,503,288 from the bank to the factor.

See Notes to Financial Statements.


                                      F-7
<PAGE>

                            COFFEE HOLDING CO., INC.

                          NOTES TO FINANCIAL STATEMENTS

Note 1--Business activities and reverse acquisition:

      Coffee Holding Co., Inc. ("Coffee"), which was incorporated in New York on
January 22, 1971, 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  coffees.  The
Company's  sales are  primarily to  customers  that are located  throughout  the
United States.

      On February 10, 1998, the holders of all of the shares of Coffee's  common
stock  consummated  an exchange (the  "Exchange")  of their shares for shares of
common  stock  of  Transpacific  International  Group  Corp.   ("Transpacific").
Transpacific  was  incorporated  in Nevada  on  October  9,  1995 and  organized
originally as a "blind pool" or "blank check"  company for the purpose of either
merging with or acquiring an operating company.  It had been a development stage
company with no significant operating activities or assets and liabilities prior
to the Exchange.

      Transpacific, which had, effectively, 999,650 outstanding shares of common
stock  (with a par  value of $.001  per  share)  prior to the  Exchange,  issued
3,000,000  shares of common  stock in  exchange  for all of the 100  issued  and
outstanding  shares of  common  stock (no par  value) of  Coffee.  Concurrently,
Coffee was merged into Transpacific (the "Merger") and Transpacific  changed its
name to Coffee Holding Co., Inc.

      Coffee  Holding  Co.,  Inc.  after the  Exchange,  the Merger and the name
change is referred to below as the  "Company"  or the  "Combined  Company."  The
"Company"  is also  used to refer  to  Coffee  Holding  Co.,  Inc.  prior to the
Exchange, the Merger and the name change.

      The  stockholders  of Coffee also owned 540,040  shares of common stock of
Transpacific  prior to the  Exchange  and,  accordingly,  they  owned a total of
3,540,400 or 88.5% of the outstanding shares of the Combined Company immediately
after the Exchange.  Therefore, the Merger was treated, effective as of February
10, 1998, as a "purchase business  combination" and a "reverse  acquisition" for
accounting  purposes in which  Transpacific  was the "legal acquirer" and Coffee
was the "accounting acquirer." The carrying values of the assets and liabilities
of  Transpacific,  which were  immaterial,  were  recorded  at their  historical
carrying values as of February 10, 1998.  Accordingly,  the historical financial
statements  included herein only reflect the operations of Coffee for the period
prior to February 10, 1998.  All references to numbers of shares of common stock
as of the dates or for  periods  prior to the  Exchange  have been  restated  to
reflect  the ratio of the number of common  shares of  Transpacific  effectively
exchanged for common shares of Coffee.

      Consulting  and  professional  fees and other costs incurred in connection
with the reverse acquisition totaling $327,087 were charged to expense in 1998.

      Information  as to the  unaudited  pro forma  results of operations of the
Company  assuming  the Merger  had been  consummated  as of, and the  results of
operations of Transpacific had been included from, November 1, 1996 has not been
presented  because such pro forma results would not differ  materially  from the
historical results of operations for 1998 and 1997 reflected in the accompanying
historical statements of operations.

Note 2--Summary of significant accounting policies:

Use of estimates:

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

Cash equivalents:

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

Inventories:

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


                                      F-8
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

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.

Hedging:

      The Company  uses  futures and options  contracts  to hedge the effects of
fluctuations  in the price of green coffee beans.  These  transactions  meet the
requirements for hedge  accounting,  including  designation and correlation.  To
obtain a proper matching of revenues and expenses,  gains or losses arising from
open and closed hedging  transactions are included in inventory as a cost of the
commodity and reflected in the statement of operations when the product is sold.
Risks arise from the possible  inability of  counterparties to meet the terms of
their  contracts  and from  movements in the price of green  coffee.  Management
believes that the overall exposure to credit risk is minimal.

      At October 31, 1999,  the Company  held  options  covering an aggregate of
3,525,000  pounds of green coffee beans which are  exercisable in fiscal 2000 at
prices  ranging from $.85 to $1.05 per pound.  At October 31, 1998,  the Company
held options  covering an  aggregate  of 2,550,000  pounds of green coffee beans
which were  exercisable in 1999 at prices ranging from $1.10 to $1.35 per pound.
The  fair  market  value of  these  options,  which  was  obtained  from a major
financial  institution,  was approximately  $271,000 and $167,000 at October 31,
1999 and 1998,  respectively.  Due from broker  includes the effects of deferred
hedging losses of $198,532 and  unrealized  hedging gains of $123,222 at October
31, 1999 and 1998, respectively.

Deferred mortgage costs:

      Costs  incurred in  connection  with  obtaining  mortgage  financing  were
capitalized  and were  being  amortized  over the term of the  mortgage  using a
method that approximated the interest method.  Amortization of deferred mortgage
costs was not material in 1999,  1998 and 1997. The  unamortized  balance of the
deferred  mortgage  costs was charged to  operations  in 1999 as a result of the
prepayment of the mortgage loan (see Note 6).

Advertising:

      The Company  expenses the cost of advertising  and promotions as incurred.
Advertising costs charged to operations totaled $92,924, $140,397 and $99,600 in
1999, 1998 and 1997, respectively.

Income taxes:

      Prior to the Merger on February 10, 1998, Coffee,  with the consent of its
stockholders, had elected to be treated as an "S" Corporation under the Internal
Revenue Code.  Accordingly,  the Company's income or loss prior to that date was
allocated  to Coffee's  stockholders  for  inclusion in their  personal  Federal
income tax  returns.  Therefore,  the  Company  was not  required  to record any
historical  provision or credit for Federal income taxes for the period prior to
February 10, 1998.

      The Company had also elected to be treated as an "S"  Corporation  for New
York  state  income  tax  purposes.  However,  New  York  imposes  a tax  on "S"
Corporation  income at a reduced rate and New York City does not  recognize  "S"
Corporations.   Therefore,  the  Company  was  required  to  record  appropriate
historical  provisions  and credits for state and local  income taxes in periods
prior and subsequent to February 10, 1998.

      The Company  accounts for income taxes pursuant to the asset and liability
method which requires  deferred income tax assets and liabilities to be computed
annually 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
payable or refundable  for the period plus or minus the change during the period
in deferred tax assets and liabilities.


                                      F-9
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Stock options:

      In accordance with the provisions of Accounting  Principles  Board Opinion
No. 25,  "Accounting  for Stock Issued to Employees," the Company will recognize
compensation  costs as a result of the  issuance of stock  options to  employees
based on the excess,  if any, of the fair value of the  underlying  stock at the
date of grant or award (or at an appropriate  subsequent  measurement date) over
the amount the employees must pay to acquire the stock.  Therefore,  the Company
will not be required to recognize compensation expense as a result of any grants
of stock  options to employees  at an exercise  price that is  equivalent  to or
greater than fair value.  The Company will also make pro forma  disclosures,  as
required by Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), of net income or loss as if a fair value
based method of accounting  for stock options had been applied,  if such amounts
differ materially from the historical amounts.

Earnings (loss) 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 (loss) per common share is calculated
by dividing net income or loss 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  dilutive common shares,  such as
those  issuable  upon the  exercise of stock  options,  were  issued  during the
period.

      Since the Company had  elected to be taxed as an "S"  Corporation,  it was
not  required to provide for Federal  income  taxes and it was only  required to
provide  for  state  income  taxes at a  reduced  rate  prior to the date of the
Exchange. SEC rules and regulations prohibit the presentation of earnings (loss)
per common share amounts on a historical  basis for the periods during which the
"S" Corporation elections were in effect; instead, they require the presentation
of basic and, if applicable,  diluted  unaudited pro forma  earnings  (loss) per
common share amounts in the statements of operations  for such periods  assuming
that the Company had been subject to Federal and state income taxes at statutory
rates applicable to those companies that had not made "S" Corporation elections.

      Since the Company had elected to be taxed as an "S"  Corporation  for part
of  1998  and  all  of  1997  and  it had  no  potentially  dilutive  securities
outstanding  in 1999,  1998 and 1997,  historical  basic  earnings  per share is
presented in the accompanying statement of operations for 1999 and unaudited pro
forma earnings (loss) per share is presented in the  accompanying  statements of
operations for 1998 and 1997.

      The weighted average common shares  outstanding used in the computation of
basic earnings per share in 1999 was 3,999,650 which was the number of shares of
common stock actually  outstanding during that year. The weighted average common
shares outstanding used in the computation of unaudited pro forma basic earnings
(loss)  per  share  in 1998 and 1997 was  also  3,999,650,  which  reflects  the
retroactive  adjustment of the number of common shares of Transpacific  actually
outstanding to include only the 999,650 shares effectively outstanding as of the
date of the  Exchange  and the  3,000,000  shares of common  stock issued to the
stockholders of Coffee in connection with the Exchange (see Note 1).

Recent accounting pronouncements:

      In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments  and  Hedging  Activities"  ("SFAS  133"),  which,  as  amended,  is
effective for all fiscal years  beginning after June 15, 2000. SFAS 133 requires
that all  derivative  financial  instruments  be  recognized as either assets or
liabilities  in the balance  sheet and measured at fair value.  Management is in
the process of  evaluating  the impact,  if any,  that SFAS 133 will have on the
Company's financial statements.


                                      F-10
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Recent accounting pronouncements (concluded):

      The FASB and the Accounting  Standards Executive Committee of the American
Institute of Certified  Public  Accountants had issued certain other  accounting
pronouncements  as of October 31, 1999 that will become  effective in subsequent
periods;  however,  management of the Company does not believe that any of those
pronouncements  would  have  significantly   affected  the  Company's  financial
accounting measurements or disclosures had they been in effect during 1999, 1998
and 1997.

Note 3--Inventories:

      Inventories at October 31, 1999 and 1998 consisted of the following:

                                                     1999                 1998
                                                     ----                 ----
Packed coffee ........................           $  211,620           $  395,655
Green coffee .........................              892,344              755,305
Packaging supplies ...................              374,521              208,994
                                                 ----------           ----------
  Totals .............................           $1,478,485           $1,359,954
                                                 ==========           ==========

Note 4--Property and equipment:

      Property  and  equipment  at October  31, 1999 and 1998  consisted  of the
following:

<TABLE>
<CAPTION>
                                                 Estimated
                                                Useful Life    1999          1998
                                                ----------     ----          ----
<S>                                              <C>        <C>          <C>
Building and improvements ..................     30 years   $1,232,659   $1,220,110
Machinery and equipment ....................      7 years    1,709,915    1,627,366
Machinery and equipment under capital leases      7 years      694,609      694,609
Furniture and fixtures .....................      7 years      113,544       97,550
                                                            ----------   ----------
                                                             3,750,727    3,639,635
Less accumulated depreciation ..............                 1,908,410    1,657,206
                                                            ----------   ----------
                                                             1,842,317    1,982,429
Land .......................................                   141,000      141,000
                                                            ----------   ----------
  Totals ...................................                $1,983,317   $2,123,429
                                                            ==========   ==========
</TABLE>

Depreciation  totaled  $251,204,  $234,525 and $165,417 in 1999,  1998 and 1997,
respectively.

Note 5--Cash and cash equivalents restricted under mortgage note:

      Restricted  cash and cash  equivalents  at October 31, 1998  consisted  of
investments in the following interest-bearing accounts:

Cash in escrow ...........................................              $ 71,039
Certificate of deposit ...................................               361,926
                                                                        --------
   Totals ................................................              $432,965
                                                                        ========

      The restricted  investments were pledged to secure a mortgage note payable
(see Note 6).  The  restricted  investments  were  liquidated  in March  1999 in
connection  with the  repayment of the  mortgage  note;  accordingly,  they were
classified as current assets in the accompanying October 31, 1998 balance sheet.

Note 6--Mortgage note payable:

      On June 1, 1989,  the Company  financed  the purchase of land and building
through  the  issuance of a mortgage  note  payable in the  principal  amount of
$1,050,000 to the New York City  Industrial  Development  Agency (the "NYCIDA").
The mortgage note,  which had an outstanding  balance of $600,000 at October 31,
1998, required monthly payments of $4,167 plus interest based on a variable rate
set weekly by Bear Stearns & Co. The final


                                      F-11
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

      payment was due on  November 1, 2009.  The payment of the note was secured
by a first  mortgage  on the  Company's  land  and  building  and the  Company's
restricted investments (see Note 5).

      At October  31,  1998,  the  Company was not in  compliance  with  certain
financial  covenants in the NYCIDA agreement and,  accordingly,  the outstanding
balance of the mortgage note payable was  classified  as a current  liability in
the accompanying October 31, 1998 balance sheet. The mortgage note was repaid in
March 1999 and the remaining unamortized deferred mortgage costs of $55,063 were
charged to interest expense.

Note 7--Credit facility borrowings:

      The Company was obligated for borrowings under a factoring agreement until
November  21,  1997  when it  obtained  a  credit  facility  from  Nationscredit
Commercial Corp. consisting of a revolving line of credit and a term loan.

      The factoring  agreement  provided for  borrowings of up to (i) 80% of the
Company's  eligible  trade  accounts  receivable  and (ii)  50% of its  eligible
inventories up to a maximum of $400,000.  The outstanding  balance of $2,503,228
at October  31, 1997  approximated  the  maximum  amount that the Company  could
borrow based on its eligible  trade accounts  receivable  and  inventories as of
that date. Interest was payable monthly at the prime rate plus 2% and borrowings
up to $200,000,  plus  interest  and other costs and  expenses as defined,  were
guaranteed by a stockholder.

      The Company  incurred costs of  approximately  $113,000 in connection with
the  cancellation  of the  factoring  agreement  that were  charged to  interest
expense in 1998.

      The line of credit  provides for  borrowings of up to 85% of the Company's
eligible trade accounts  receivable and 60% of its eligible  inventories up to a
maximum of $5,000,000  through November 20, 2000 when the line of credit expires
and  any  outstanding  balance  must  be  repaid.  The  outstanding  balance  of
$2,445,130  and   $2,320,513  at  October  31,  1999  and  1998,   respectively,
approximated  the  maximum  amount that the Company  could  borrow  based on its
eligible trade accounts  receivable and inventories as of each date. Interest is
payable monthly at the prime rate plus 1% (an effective rate of 9.25% at October
31, 1999).

      The term loan,  which had an outstanding  balance of $279,431 and $366,743
(including  a  current  portion  of  $87,312)  at  October  31,  1999 and  1998,
respectively, provides for borrowings of up to the greater of 80% of the cost of
eligible equipment or $500,000.  Principal is payable in monthly installments of
$7,276 plus interest  which is also at the prime rate plus 1% until November 20,
2000 at which time the outstanding balance must also be repaid.

      Two  of  the  Company's  stockholders  have  each  guaranteed  outstanding
borrowings under the credit facility of up to $100,000,  plus interest and other
costs and expenses as defined.

Note 8--Loans from related parties:

      The Company had loans payable to its stockholders of $148,014 and $131,197
at October 31, 1999 and 1998,  respectively.  The loans are due on demand,  bear
interest  at 10% and are  subordinated  to the  balance  outstanding  under  the
mortgage note payable. Interest expense was not material in 1999, 1998 and 1997.

Note 9--Income taxes:

      As shown in the accompanying statements of operations,  the Company had no
historical  provision  or  credit  for  income  taxes  in 1999  and  1998  and a
historical  provision for current state and local income taxes in 1997 comprised
as follows:

                                                                          1997
                                                                          ----
      State ........................................................    $ 4,173
      Local ........................................................     60,000
                                                                        -------
        Total historical ...........................................    $64,173
                                                                        =======


                                      F-12
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

      As  explained  in Note 2,  prior to  February  10,  1998,  the date of the
Exchange,  the  Company  had  elected  to be  taxed as an "S"  Corporation  and,
accordingly,  it was not required to provide for income taxes on its  historical
income  before  income taxes of  approximately  $1,028,000  and $502,000 for the
period from November 1, 1997 to February 10, 1998 and the year ended October 31,
1997,  respectively;  however, it was required to provide for state income taxes
at a reduced  rate and New York City income taxes at the same rates as companies
that had not made such an election during those periods.

      Although  the Company  became  subject to Federal,  state and local income
taxes  at  full  statutory  rates  for  periods  subsequent  to the  date of the
Exchange,  it  had a  historical  loss  before  income  taxes  of  approximately
$2,130,000  for the period from  February  11, 1998 to October  31,  1998.  As a
result of the loss for the period from February 11, 1998 to October 31, 1998 and
certain  other  elections  related  to the  termination  of its "S"  Corporation
election,  the Company had net operating  loss  carryforwards  as of October 31,
1998 of  approximately  $800,000  available to reduce future Federal,  state and
local taxable income.  There were no other material temporary  differences as of
October 31, 1998. Due to the  uncertainties  related to the extent and timing of
the Company's future taxable income,  the Company offset the deferred tax assets
of approximately  $363,000  attributable to the potential  benefits from the net
operating loss  carryforwards as of October 31, 1998 by an equivalent  valuation
allowance  and,  accordingly,  it did not recognize a credit for Federal  income
taxes for the period from  February 11, 1998 to October 31, 1998. As a result of
recording the valuation  allowance for the period after  February 10, 1998,  and
the "S"  Corporation  election for the period  through  February  10, 1998,  the
Company did not recognize  any provision or credit for Federal  income taxes for
the year ended October 31, 1998.

      Since the Company had pre-tax income of approximately $609,000 in 1999, it
had net  operating  loss  carryforwards  remaining  as of  October  31,  1999 of
approximately  $191,000  available  to reduce  future  Federal,  state and local
taxable  income  which,  if not used,  will expire in 2013.  There were no other
material  temporary  differences  as of October 31,  1999.  However,  due to the
uncertainties  related to the extent and timing of the Company's  future taxable
income, the Company also offset the deferred tax assets of approximately $89,000
attributable to the potential benefits from the net operating loss carryforwards
as of October 31, 1999 by an equivalent valuation allowance. The Company did not
recognize  any  provision or credit for Federal  income taxes as a result of the
reduction in the valuation  allowance of $274,000  during the year ended October
31, 1999.

      The differences  between the tax provision or credit computed based on the
Company's  historical pre-tax income or loss and the applicable statutory income
tax rate and the Company's historical provisions and credits for Federal,  state
and local income taxes for 1999, 1998 and 1997 are set forth below:

<TABLE>
<CAPTION>
                                                       1999         1998         1997
                                                       ----         ----         ----
<S>                                                 <C>          <C>          <C>
Tax provision (credit) at statutory rate of 34% .   $ 207,000    $(374,000)   $ 149,000
Adjustments for effects of:
  State income taxes, net of Federal tax effect .      67,000                    64,173
  "S" Corporation election and termination of "S"
       Corporation election .....................                   11,000     (149,000)
  Change in valuation allowance .................    (274,000)     363,000
                                                    ---------    ---------    ---------
      Historical provision ......................   $      --    $      --    $  64,173
                                                    =========    =========    =========
</TABLE>

      The Company's "S" Corporation  election was in effect for part of 1998 and
all of 1997.  Unaudited pro forma  historical  provisions and credits for income
taxes assuming the Exchange had occurred on November 1, 1996 and the Company was
subject to Federal,  state and local  income taxes at full  statutory  rates for
1998 and 1997  (periods  during  which  the "S"  Corporation  elections  were in
effect) are set forth below:

                                                        1998              1997
                                                        ----              ----
      Federal ...............................        $(262,000)        $ 140,000
      State .................................          (77,000)           41,000
      Local .................................          (85,000)           45,000
                                                     ---------         ---------
        Total pro forma (unaudited) .........        $(424,000)        $ 226,000
                                                     =========         =========


                                      F-13
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

      The unaudited pro forma provisions and credits for income taxes reflect an
effective rate of approximately 45% for each period comprised of an 11% rate for
state and local income taxes, net of the related Federal income tax effect,  and
a statutory Federal income tax rate of 34%.

Note 10--Lease commitments:

Operating lease:

      The Company occupies  warehouse  facilities under an operating lease which
expires on August 31,  2002  unless  renewed at the option of the Company for an
additional two years.  The lease requires the Company to pay utilities and other
maintenance expenses. Rent charged to operations amounted to $46,800 in 1999 and
1998 and $3,900 in 1997.  Future minimum rental payments under the noncancelable
operating lease in years subsequent to October 31, 1999 were as follows:

 Year Ending
 October 31,                                                            Amount
-------------                                                        -----------
    2000 ..........................................................   $ 46,800
    2001 ..........................................................     46,800
    2002 ..........................................................     39,000
                                                                      --------
Total .............................................................   $132,600
                                                                      ========

Capital leases:

      As of October 31, 1999,  the Company was obligated  under various  capital
leases for machinery and equipment that expire at various dates through February
2001.  Assets under capital  leases are amortized  over their  estimated  useful
lives of seven years.  Amortization of $96,271,  $77,246 and $25,810 was charged
to operations in 1999,  1998 and 1997,  respectively.  The future  minimum lease
payments  under capital  leases and the net present value of the future  minimum
lease payments at October 31, 1999 were as follows:

Total minimum lease payments ..................................         $277,621
Less amount representing interest .............................           28,717
                                                                        --------
Present value of net minimum lease payments ...................          248,904
Less current portion ..........................................          202,743
                                                                        --------
Long-term portion .............................................         $ 46,161
                                                                        ========

Note 11--Concentrations of credit risk:

      Financial   instruments   that   potentially   subject   the   Company  to
concentrations of credit risk consist  principally of cash and cash equivalents,
amounts due from 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. At October 31, 1999, the Company
had cash balances that exceeded Federal  insurance  limits by $263,000.  The net
balance of the Company's  investments in derivative  financial  instruments also
represents  an amount due from a broker.  Exposure  to credit risk is reduced by
placing such deposits and  investments  with major  financial  institutions  and
monitoring their credit ratings.

      Approximately  20% of the  Company's  sales were derived from one customer
during 1999 and 1998. That customer also accounted for approximately $400,000 of
the Company's accounts receivable balance at October 31, 1999. Concentrations 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, 1999.


                                      F-14
<PAGE>

                            COFFEE HOLDING CO., INC.

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

Note 12--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
nonincentive  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).

      As of October 31, 1999, no options had been granted under the Plan.

Note 13--Major vendors:

      During 1999,  substantially all of the Company's  purchases were from nine
vendors.  An  employee  of one of those  vendors is a director  of the  Company.
Purchases  from that vendor totaled  approximately  $4,400,000 in 1999. The nine
vendors also accounted for substantially  all of the Company's  accounts payable
at October 31, 1999. 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 alternate suppliers.

                                      * * *


                                      F-15
<PAGE>

                            COFFEE HOLDING CO., INC.

          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                   YEARS ENDED OCTOBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                             Balance at   Additions-  Deductions     Balance
                                             Beginning     Charged       From        at End
                                              of Year     to Income    Reserves      of Year
1999:                                        --------     ---------    --------     ---------
<S>                                          <C>          <C>          <C>          <C>
  Allowance for doubtful accounts .........  $215,000     $ 12,210                  $227,210
                                             ========     ========                  ========
1998:
  Allowance for doubtful accounts .........  $254,317     $ 53,391     $ 92,708     $215,000
                                             ========     ========     ========     ========
1997:
  Allowance for doubtful accounts .........  $134,200     $522,499     $402,382     $254,317
                                             ========     ========     ========     ========
</TABLE>


                                       S-1
<PAGE>

                                   SIGNATURES

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


                                                COFFEE HOLDING CO., INC.


                                                By:    /S/ ANDREW GORDON
                                                   -----------------------------
                                                           Andrew Gordon

                                                Dated: October 25, 2000


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report has been signed on October 25, 2000 by the following  persons on behalf
of the registrant and in the capacities indicated.

<TABLE>
<CAPTION>

                   Signature                         Title
                   ---------                         -----
<S>                                                  <C>
               /s/ ANDREW GORDON                     Chief Executive Officer, President, Treasurer and
 ------------------------------------------          Director (principal executive officer and principal
                   Andrew Gordon                     financial and accounting officer)

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


              /s/ GERARD DECAPUA                     Director
-------------------------------------------
                  Gerard DeCapua

                /s/ DAN DWYER                        Director
-------------------------------------------
                   Dan Dwyer

               /s/ MATT PHILLIPS                     Director
-------------------------------------------
                   Matt Phillips
</TABLE>

<PAGE>

              Supplemental Information to be Furnished With Reports
            Filed Pursuant to Section 15(d) of the Act by Registrants
     Which Have Not Registered Securities Pursuant to Section 12 of the Act

      Coffee  Holding  has not and does not  intend to send an annual  report to
stockholders or proxy materials to its stockholders.

<PAGE>

                                INDEX TO EXHIBITS

27      Financial Data Schedule