Exhibit 3.1

[FILED stamp    ]
[State of Nevada]
[Oct 09 1995    ]

                            ARTICLES OF INCORPORATION

                                       OF

                     TRANSPACIFIC INTERNATIONAL GROUP CORP.

                     --------------------------------------

      FIRST: The name of this corporation is:

      TRANSPACIFIC INTERNATIONAL GROUP CORP.

      SECOND: Its principal office in the State of Nevada is located at 502 East
John Street,  Carson City,  Nevada,  89706. The name and address of its resident
agent is CSC Services of Nevada, Inc., at the above address.

      THIRD:  The nature of the business or objects or purposes  proposed may be
organized under the General Corporation Law of the Stare of Nevada;

      To engage in any  lawful act or  activity  for which  corporations  may be
organized under the General Corporation Law of the State of Nevada.

      FOURTH:  The total  authorized  capital stock at the corporation is Twenty
Million (20,000,000) Shares With A Par Value of $0.0001 Per Share.

      FIFTH:  The  governing  board  of  this  corporation  shall  be  known  as
directors,  and the number of  directors  may from time to time be  increased or
decreased  in  such  manner  as  shall  be  provided  in  the  by-laws  of  this
corporation,  provided  that the number of  directors  shall not be reduced less
than one unless there is less than one stockholder.

      The name and post office  address of the first board of  directors,  which
shall be three in number, is as follows:

     NAME                               POST OFFICE ADDRESS

Hong Cao                          203 Howard St., Waverly, Ny 14892
David Chang                       401 Broadway, Ste 1207, Ny, Ny 10013
Tommy Chio                        Bank of China Bldg., 27/F A D Avenida,
                                  Doutor Mario, Soares, Macao

      SIXTH: The capital stock,  after the amount of the subscription  price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.


<PAGE>

      SEVENTH:  The name and post office address of the incorporator signing the
articles of incorporation is a follows:

     NAME                               POST OFFICE ADDRESS

Sharon Branscome                        1013 Centre Road
                                        Wilmington, DE 19805

      EIGHTH: The corporation is to have perpetual existence.

      NINTH:  In  furtherance  and not in limitation of the powers  conferred by
statue, the board of directors is expressly authorized,  subject to the by-laws,
if any, adopted by the shareholders,  to make, alter or amend the by-laws of the
corporation.

      TENTH: Meetings of stockholders may be held outside of the State of Nevada
at such place or places as may be  designated  from time to time by the board of
directors or in the by-laws of the corporation.

      ELEVENTH:  This corporation  reserves the right to amend, alter, change or
repeal any provision  contained in the articles of incorporation,  in the manner
now or hereafter  prescribed,  and all rights conferred upon stockholders herein
are granted subject to this reservation.

      I, THE UNDERSIGNED,  being the sole  incorporator  herein before named for
the purpose of forming a corporation  pursuant to the General Corporation Law of
the State of Nevada,  do make and file these articles of  incorporation,  hereby
declaring and certifying  that the facts herein stated are true, and accordingly
have hereunto set my hand this sixth day of October, A.D. 1995.

                                             /s/ Sharon Branscome
                                             -----------------------------------
                                             Sharon Branscome, Incorporator


<PAGE>

STATE OF DELAWARE                 )
                                        SS
COUNTY OF NEW CASTLE              )

      On this  sixth day of  October,  A.D.,  1995,  before me a Notary  Public,
personally appeared,  Sharon Branscome,  who severally  acknowledged that he/she
executed the above instrument.

                                    /s/ Pamela Lynn Simpson
                                    --------------------------------------------
         [Notarial Stamp]           Notary Public

                            CERTIFICATE OF ACCEPTANCE

                                       OF

                          APPOINTMENT OF RESIDENT AGENT

I, Carol K. Dolor, Authorized Registered Agent, on behalf of Corporation Service
Company hereby accepts appointment as Resident Agent of the above-named
corporation.

/s/ Carol K. Dolor                                     October 6, 1995
--------------------------------------
Authorized Registered Agent


<PAGE>

                               SECRETARY OF STATE

                             (STATE OF NEVADA SEAL)

                                CORPORATE CHARTER

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that TRANSPACIFIC INTERNATIONAL GROUP CORP. did on the NINTH day
of OCTOBER, 1995, file in this office the original Articles of Incorporation;
that said Articles are now on file and of record in the office of the Secretary
of State of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of said State of Nevada.

                                        IN WITNESS WHEREOF, I have hereunto set
                                        my hand and affixed the Great Seal of
                                        State, at my office, in Carson City,
                                        Nevada, this NINTH day of OCTOBER, 1995.

                                        /s/ Dean Heller

       (SEAL OF NEVADA)                 Secretary of State

                                        By /s/ Beverly J. Davenport

                                           Certification Clerk


<PAGE>

[FILED stamp    ]
[State of Nevada]
[Jun 10 1998    ]

                               ARTICLES OF MERGER

                                       OF

                            COFFEE HOLDING CO., INC.

                                       AND

                     TRANSPACIFIC INTERNATIONAL GROUP CORP.

To the Secretary of State
State of Nevada

      Pursuant to the provisions of Chapter 92A,  Nevada Revised  Statutes,  the
foreign  corporation and the domestic herein named do hereby adopt the following
Articles of Merger.

      1. The complete  executed Plan of Merger for merging  Coffee  Holding Co.,
Inc., a business  corporation  organized under the laws of the State of New York
with and into  Transpacific  International  Group Corp., a business  corporation
organized  under the laws of the  State of  Nevada is on file at the  registered
offices and the  principal  place of businesses  of  Transpacific  International
Group Corp.  and Coffee Holding Co Inc. The said Plan of Merger has been adopted
by the  Board of  Directors  of Coffee  Holding  Co.,  Inc.  and by the Board of
Directors of Transpacific International Group Corp.

      2. The merger of  Coffee  Holding  Co.,  Inc.  with and into  Transpacific
International  Group  Corp.  is  permitted  by the laws of the  jurisdiction  of
organization  of Coffee Holding Co., Inc. and has been  authorized in compliance
with said laws, by which Coffee Holding Co., Inc. is governed.

      3. The said Plan of Merger was  submitted  to the  stockholders  of Coffee
Holding Co. Inc.  pursuant to the provisions of the laws of its  jurisdiction of
organization,  and the manner of approval  thereof by said  stockholders  was as
follows: By the unanimous written consent of the stockholders.

      (a) The designation,  the number of outstanding  shares, and the number of
votes  entitled  to be cast by each class  entitled  to vote on the said Plan of
Merger are as follows:

            (i)   Designation of class: Common Stock, no par value

            (ii)  Number of outstanding shares of class: 1

            (iii) Number of votes of class entitled to be cast: 1

      (b) The total  number of votes  cast for and  against  the  merger  herein
provided  for by each  class  entitled  to vote on the said Plan of Merger is as
follows:


<PAGE>

[FILED stamp    ]
[State of Nevada]
[Aug 19 1998    ]

            (i)   Designation of class: Common Stock, no par value

            (ii)  Number of votes of class cast for Plan of Merger: 1

            (iii) Number of votes of class cast against Plan of Merger: 0

      (c) The  said  number  of  votes  cast for the  said  Plan of  Merger  was
sufficient for the approval thereof by said class.

      4. The said Plan of Merger was  approved by the  unanimous  consent of the
stockholders  of  Transpacific  International  Group  Corp.  and by its Board of
Directors pursuant to the provisions of Chapter 92A, Nevada Revised Statutes.

      5. When the merger herein provided for becomes effective, Article FIRST of
the Articles of  Incorporation  of  Transpacific  International  Group Corp.  is
amended pursuant to the Plan of Merger to read as follows:

      "FIRST: The name of the corporation is Coffee Holding Co., Inc."

      6. The merger herein  provided for shall become  effective in the State of
Nevada upon filing of the Certificate.


<PAGE>

[FILED stamp    ]
[State of Nevada]
[Aug 19 1998    ]

Signed on April 16, 1998.

                                         Coffee Holding Co., Inc.

                                          /s/ Andrew Gordon
                                         -----------------------------------
                                         Andrew Gordon, President

                                          /s/ David Gordon
                                         -----------------------------------
                                         David Gordon, Secretary

                                         Transpacific International Group Corp.

                                         /s/ David Gordon
                                         -----------------------------------
                                         David Gordon, President

                                         /s/ Andrew Gordon
                                         -----------------------------------
                                         Andrew Gordon, Secretary


<PAGE>

[FILED stamp    ]
[State of Nevada]
[Aug 19 1998    ]

STATE OF NEW YORK                 )
                                  )       ss.:
COUNTY OF KINGS                   )

On April 16, 1998,  personally  appeared  before  me, a Notary Public in and for
the State and County aforesaid,  Andrew Gordon, President of Coffee Holding Co.,
Inc.,  personally known to me to be the person whose names are subscribed to the
above instrument in the said capacities, who acknowledged that they executed the
said instrument.

                                         /s/ Walter J. Gummersal
                                         -------------------------

                                              Notary Public

                                             [Notarial Seal]


<PAGE>

[FILED stamp    ]
[State of Nevada]
[Aug 19 1998    ]

STATE OF NEW YORK                 )
                                  ) ss.:
COUNTY OF KINGS                   )

On April 16, 1998, personally appeared before me, a Notary Public in and for the
State and County aforesaid, Andrew Gordon, President of Transpacific
International Group Corp., personally known to me to be the person whose names
are subscribed to the above instrument in the said capacities, who acknowledged
that they executed the said instrument.

                                         /s/ Walter J. Gummersal
                                         -------------------------

                                              Notary Public

                                             [Notarial Seal]


<PAGE>

[FILED stamp    ]
[State of Nevada]
[Aug 19 1998    ]

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                            COFFEE HOLDING CO., INC.

      Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter
78, it is hereby certified that:

      FIRST: The name of the corporation (the "corporation") is Coffee Holding
Co., Inc. The corporation's articles or incorporation were filed on October 9,
1995. The original name of the corporation was Transpacific International Group
Corp. The name was changed on May 27, 1998.

      SECOND: The Board of Directors of the corporation duly adopted the
following resolutions on February 10, 1998:

      "RESOLVED, that it is advisable in the judgment of the Board of Directors
      of the corporation that the number of authorized shares of the corporation
      be increased and the corporation be authorized to issue preferred stock
      with a par value of $0.001 per share, and that, in order to accomplish the
      same, Article "FOURTH" of the Articles of Incorporation be amended to read
      as follows:

      'FOURTH: (i) The aggregate number of shares which the Corporation shall
      have authority to issue is 40,000,000, divided into 30,000,000 shares of
      common stock of the par value of $0.00l per share and 10,000,000 shares of
      preferred stock of the par value of $0.001 per share.

            (ii) The Board of Directors is authorized, subject to limitations
      prescribed by law and the provisions of this Article "FOURTH," to provide
      for the issuance of the shares of preferred stock in series, to establish
      from time to time the number of shares to be included in each such series,
      and to fix the designation, powers, preferences and rights of the shares
      of each such series and the qualifications, limitations or restrictions
      thereof.

            The authority of the Board of Directors with respect to each series
      shall include, but not be limited to, determination of the following:


<PAGE>

                                                               [FILED stamp    ]
                                                               [State of Nevada]
                                                               [Jun 08 2001    ]

            (a) The number of shares constituting that series and the
      distinctive designation of that series;

            (b) The divided rate on the shares of that series, whether dividends
      shall be cumulative, and, if so, from which date or date, and the relative
      rights of priority, if any, of payment of dividends on shares of that
      series;

            (c) Whether that series shall have voting rights, in addition to the
      voting rights provided by law, and, if so, the terms of such voting
      rights;

            (d) Whether that series shall have conversion privileges, and, if
      so, the terms and conditions of such conversion, including provision for
      adjustment of the conversion rate in such events as the Board of Directors
      shall determine;

            (e) Whether or not the shares of that series shall be redeemable,
      and, if so, the terms and conditions of such redemption, including the
      date or dates upon or after which they shall be redeemable, and the amount
      per share payable in case of redemption, which amount may vary under
      different conditions and at different redemption rates;

            (f) Whether that series shall have a sinking fund for the redemption
      or purchase of shares of that series, and, if so, the terms and amount of
      such sinking fund;

            (g) The rights of the shares of that series in the event of
      voluntary or involuntary liquidation, dissolution or winding up of the
      corporation, and the relative rights of priority, if any, of payment of
      shares of that series;

            (h) Any other relative rights, preferences and limitations of that
      series.

            Dividends on outstanding shares of preferred stock shall be paid or
      declared and set apart for payment before any dividends shall be paid or
      declared and set apart for payment on the common shares with respect to
      the same dividend period.

            If upon any voluntary or involuntary liquidation, dissolution or
      winding up of the corporation, the assets available for distribution to
      holders of shares of preferred stock of all series shall be insufficient
      to pay such holders the full preferential amount to which they are
      entitled, then such assets shall be distributed ratably among the shares
      of all series of preferred stock in accordance with the respective
      preferential amounts (including unpaid cumulative dividends, if any)
      payable with respect thereto.'

      FURTHER RESOLVED, that a special meeting of stockholders having voting
      power be and it is hereby called and that notice be


<PAGE>

                                                               [FILED stamp    ]
                                                               [State of Nevada]
                                                               [Jun 08 2001    ]

      given in the manner prescribed by the Bylaws of the corporation and Nevada
      Revised Statutes, Title 7, Chapter 78, unless the said stockholders shall
      waive the notice of meetings in writing or unless all of said stockholders
      shall dispense with the holding of a meeting and shall take action upon
      the proposed amendments by a consent in writing signed by them; and

      FURTHER RESOLVED, that, in the event that the said stockholders shall
      adopt for the aforesaid proposed amendments by a vote in favor thereof by
      at least a majority of the voting power or by a written consent in favor
      thereof signed by all of them without a meeting, the corporation is hereby
      authorized to make by the hands of its President or a Vice President and
      by its Secretary or an Assistant Secretary a certificate setting forth the
      said amendments and to cause the same to be filed pursuant to the
      provisions of Nevada Revised Statutes, Title 7, Chapter 78."

      THIRD: The total number of outstanding shares having voting power of the
corporation is 3,999,650, and the total number of votes entitled to be cast by
the holders of all of said outstanding shares is 3,999,550.

      FOURTH: The holders of all of the aforesaid total number of outstanding
shares having voting power to wit, 3,999,650 shares, dispensed with the holding
of a meeting of stockholders and adopted the amendments herein certified by a
consent in writing signed by all of them in accordance with the provisions of
Nevada Revised Statutes, Title 7, Section 78.320.

Signed on August 11, 1998

                                     /s/ Andrew Gordon
                                     -----------------------------------
                                     Andrew Gordon, President

                                     /s/ David Gordon
                                     -----------------------------------
                                     David Gordon, Secretary


<PAGE>

                                                               [FILED stamp    ]
                                                               [State of Nevada]
                                                               [Jun 08 2001    ]

STATE OF NEW YORK                 )
                                  )  SS.:
COUNTY OF KINGS                   )

      On 8/10, 1998, personally appeared before me, a Notary Public, for the
state and County aforesaid, Andrew Gordon, as President of Coffee Holding Co.,
Inc., who acknowledged that he executed the above instrument.

       [Notarial Seal]                        /s/ Gerard DeCapua
                                              ----------------------------------
                                              Notary Public

[Notarial Seal]


<PAGE>

                                                               [FILED stamp    ]
                                                               [State of Nevada]
                                                               [Jun 08 2001    ]

                            CERTIFICATE OF AMENDMENT

                                       TO

                            ARTICLES OF INCORPORATION

                                       OF

                            COFFEE HOLDING CO., INC.

      Pursuant to the  provisions of Nevada Revised  Statutes,  Title 7, Chapter
78, it is hereby certified that:

      FIRST:  The name of the  corporation  is Coffee  Holding  Co.,  Inc.  (the
"Corporation").  The  Corporation's  Articles  of  Incorporation  were  filed on
October  9,  1995.  The  original  name  of  the  Corporation  was  Transpacific
International Group Corp. The name was changed on May 27, 1998.

      SECOND:  The  Board of  Directors  of the  Corporation  duly  adopted  the
following resolutions on April 27, 2001:

      "RESOLVED,  that  it is  advisable  and  in  the  best  interests  of  the
Corporation that the Corporation limit the personal  liability of each member of
its Board of Directors and each officer of the Corporation to the fullest extent
permitted by Nevada General Corporation Law; and it is further,

      RESOLVED,  that, in order to  accomplish  the same,  Article  "TWELFTH" be
added to the Articles of Incorporation to read as follows:

      'TWELFTH: The Corporation eliminates the personal liability of each member
of its Board of Directors and each of its officers to the Corporation and/or its
stockholders  for damages for breach of fiduciary duty as a director or officer,
provided, however, that, to the extent provided by applicable law, the foregoing
shall not  eliminate  the  liability  of a director  or officer  (i) for acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law, or (ii) for the payment of  distributions  in violation  of Nevada  Revised
Statutes Section 78.300.

      If the  Nevada  General  Corporation  Law is  amended  in  the  future  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of directors and/or officers,  then the liability of a director and/or
officer of the Corporation  shall be eliminated or limited to the fullest extent
permitted  by the Nevada  General  Corporation  Law, as so amended  from time to
time.


<PAGE>

      Any repeal or  modification of this Article TWELFTH shall not increase the
personal  liability of any director  and/or officer of this  Corporation for any
act or occurrence taking place prior to such repeal or modification or otherwise
adversely  affect any right or  protection of a director  and/or  officer of the
Corporation existing at the time of such repeal or modification.'"

      THIRD:  The total number of outstanding  shares having voting power of the
Corporation  is 3,999,650,  and the total number of votes entitled to be cast by
the holders of all of said outstanding shares is 3,999,650.

      FOURTH:  The holders of 3,368,640  shares having voting power,  voted at a
meeting of stockholders, held on May 24, 2001, and adopted the amendments herein
in accordance with the provisions of Nevada Revised  Statutes,  Title 1, Section
78.390.

Signed on May 24, 2001

                                       /s/ Andrew Gordon
                                       ---------------------------------------
                                       Andrew Gordon, President

                                       /s/ David Gordon
                                       ---------------------------------------
                                       David Gordon, Secretary