SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   ----------

                                   FORM 10-QSB

      (Mark One)

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

      For the quarterly period ended January 31, 2003

                                       OR

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

      For the transition period from ____ to ___________________

                       Commission file number 333-00588-NY

                            Coffee Holding Co., Inc.
             (Exact name of registrant as specified in its charter)

            Nevada                                               11-2238111
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                4401 First Avenue, Brooklyn, New York 11232-0005
                    (Address of principal executive offices)
                                   (Zip Code)

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

                                       N/A
          ----------------------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed from last Report)

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

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

               Class                                     Outstanding at
           Common Stock,                                 March 1, 2003
-----------------------------------               ---------------------------
           par value $.01                                  3,999,650


<PAGE>

                                TABLE OF CONTENTS

                         PART I -- FINANCIAL INFORMATION
                         -------------------------------

Item 1.   Financial Statements.

     Condensed Balance Sheets January 31, 2003 (unaudited)
         and October 31, 2002..............................................  1

     Unaudited Condensed Statements of Income For The
         Three Months Ended January 31, 2003 and 2002......................  2

     Unaudited Condensed Statements of Cash Flows For The
         Three Months Ended January 31, 2003 and 2002......................  3

     Notes to Unaudited Financial Statements ..............................  4

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ..............................  7

                          PART II -- OTHER INFORMATION
                          ----------------------------

Item 1.   Legal Proceedings ............................................... 12

Item 2.   Changes in Securities and Use of Proceeds ....................... 12

Item 3.   Defaults upon Senior Securities ................................. 12

Item 4.   Submission of Matters to a Vote of Security Holders ............. 12

Item 5.   Other Information ............................................... 12

Item 6.   Exhibits and Reports on Form 8-K ................................ 12

Signatures................................................................. 13

Certification.............................................................. 14


                                       i
<PAGE>

Part I - FINANCIAL INFORMATION

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                      JANUARY 31, 2003 AND OCTOBER 31, 2002

<TABLE>
<CAPTION>
                                                                             January 31,       October 31,
                                                                                2003              2002
                                                                             -----------       -----------
                                                                             (unaudited)

                                                  - ASSETS -
<S>                                                                             <C>           <C>
Current assets:
     Cash                                                                       $   26,496    $   43,568
     Due from broker                                                               929,740       768,602
     Accounts receivable, net of allowance for doubtful
       accounts of $188,357 and $200,511                                         1,520,742     1,783,422
     Inventories                                                                 1,600,636     1,418,144
     Prepaid expenses and other current assets                                     135,442        83,267
     Deferred tax asset                                                            114,500       115,300
                                                                                ----------    ----------
         Total current assets                                                    4,327,556     4,212,303

Property and equipment, at cost, net of accumulated
  depreciation of $2,770,859 and $2,694,400                                      1,799,479     1,813,342
Deposits and other assets                                                           16,796        16,796
                                                                                ----------    ----------
                                                                                $6,143,831    $6,042,441
                                                                                ==========    ==========

                                   - LIABILITIES AND STOCKHOLDERS' EQUITY -

Current liabilities:
     Current portion of term loan                                               $   84,000    $   84,000
     Current portion of obligations under capital lease                            124,309       121,259
     Accounts payable and accrued expenses                                       1,639,726     2,048,494
     Income taxes payable                                                          223,509       229,540
                                                                                ----------    ----------
         Total current liabilities                                               2,071,544     2,483,293

Term loan, net of current portion                                                  315,000       336,000
Obligations under capital lease, net of current portion                            190,603       221,708
Line of credit borrowings                                                        1,628,308     1,321,373
Loans from related parties                                                          93,958        92,570
Income taxes payable - deferred                                                     89,100        89,100
                                                                                ----------    ----------
         Total liabilities                                                       4,388,513     4,544,044
                                                                                ----------    ----------

Commitments and contingencies

Stockholders' equity:
     Preferred stock, par value $.001 per share; 10,000,000 shares
       authorized; none issued                                                        --            --
     Common stock, par value $.001 per share; 30,000,000 shares
       authorized, 3,999,650 shares issued and outstanding                           4,000         4,000
     Additional paid-in capital                                                    867,887       867,887
     Retained earnings                                                             883,431       626,510
                                                                                ----------    ----------
         Total stockholders' equity                                              1,755,318     1,498,397
                                                                                ----------    ----------
                                                                                $6,143,831    $6,042,441
                                                                                ==========    ==========
</TABLE>

                        See Notes to Financial Statements


                                       1
<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
                  THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
                                   (Unaudited)

                                                          2003          2002
                                                      -----------   -----------
Net sales                                             $ 4,359,943   $ 4,497,042

Cost of sales                                           3,065,444     3,254,713
                                                      -----------   -----------
Gross profit                                            1,294,499     1,242,329
                                                      -----------   -----------

Operating expenses:
     Selling and administrative                           712,483       746,927
     Officers' salaries                                    88,111        85,654
                                                      -----------   -----------
         Totals                                           800,594       832,581
                                                      -----------   -----------

Income from operations                                    493,905       409,748
                                                      -----------   -----------

Other income (expense)
   Interest income                                          2,454           989
   Interest expense                                       (35,038)      (38,376)
                                                      -----------   -----------
                                                          (32,584)      (37,387)
                                                      -----------   -----------

Income before income taxes                                461,321       372,361

   Provision for income taxes                             204,400       145,100
                                                      -----------   -----------

Net income                                            $   256,921   $   227,261
                                                      ===========   ===========

Basic earnings per share                              $       .06   $       .06
                                                      ===========   ===========

Basic weighted average common shares outstanding        3,999,650     3,999,650
                                                      ===========   ===========

                        See Notes to Financial Statements


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 2003 AND 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      2003                  2002
                                                                                 -----------           -----------
<S>                                                                              <C>                   <C>
Operating activities:
     Net income                                                                  $   256,921           $   227,261
     Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
            Depreciation                                                              76,460                67,945
            Bad debts (recovery)                                                     (12,154)                 --
            Deferred taxes                                                               800                  --
         Changes in operating assets and liabilities:

           Due from broker                                                          (161,138)               32,137
           Accounts receivable                                                       274,834               187,362
           Inventories                                                              (182,492)              (18,952)
           Prepaid expenses and other current assets                                 (52,175)                 (313)
           Accounts payable and accrued expenses                                    (408,768)             (259,398)
           Income taxes payable                                                       (6,031)              (82,215)
                                                                                 -----------           -----------
              Net cash provided by (used in) operating activities                   (213,743)              153,827
                                                                                 -----------           -----------

Investing activities:
  Purchases of property and equipment                                                (62,597)               (6,765)
                                                                                 -----------           -----------

Financing activities:
   Principal payments on term loan                                                   (21,000)              (30,000)
   Advances under bank line of credit                                              5,071,621             4,948,685
   Principal payments under bank line of credit                                   (4,764,686)           (5,031,038)
   Principal payments of obligations under capital leases                            (28,055)                 --
   Advances from (payments to) related parties                                         1,388               (12,881)
                                                                                 -----------           -----------
              Net cash (used) provided by financing activities                       259,268              (125,234)
                                                                                 -----------           -----------

Net increase (decrease) in cash                                                      (17,072)               21,828

Cash, beginning of period                                                             43,568               199,434
                                                                                 -----------           -----------

Cash, end of period                                                              $    26,496           $   221,262
                                                                                 ===========           ===========
Supplemental disclosure of cash flow data:
    Interest paid                                                                $    35,038           $    38,376
                                                                                 ===========           ===========
    Income taxes paid                                                            $   209,630           $   227,315
                                                                                 ===========           ===========
</TABLE>

                        See Notes to Financial Statements

                                       3
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                            JANUARY 31, 2003 AND 2002
                                   (Unaudited)

NOTE 1 - BUSINESS ACTIVITIES:

      Coffee Holding Co., Inc. (the "Company"), conducts wholesale coffee
      operations, including manufacturing, roasting, packaging, marketing and
      distributing roasted and blended coffees for private labeled accounts and
      its own brands, and sells green coffees. The Company's sales are primarily
      to customers that are located throughout the United States.

NOTE 2 - BASIS OF PRESENTATION:

      In the opinion of management, the accompanying unaudited condensed
      financial statements reflect all adjustments, consisting of normal
      recurring accruals, necessary to present fairly the financial position of
      the Company as of January 31, 2003, its results of operations and its cash
      flows for the three months ended January 31, 2003 and 2002. Information
      included in the balance sheet as of October 31, 2002 has been derived from
      the Company's audited balance sheet included in the Company's Annual
      Report on Form 10-KSB for the year ended October 31, 2002 (the "Form
      10-KSB") previously filed with the Securities and Exchange Commission (the
      "SEC"). Pursuant to accounting principles generally accepted in the United
      States of America and the rules and regulations of the SEC for interim
      financial statements, certain information and disclosures normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the United States of America have been
      condensed or omitted from these financial statements unless significant
      changes have taken place since the end of the most recent fiscal year.
      Accordingly, these unaudited condensed financial statements should be read
      in conjunction with the audited financial statements and the other
      information in the Form 10-KSB.

      Operating results for the three months ended January 31, 2003 are not
      necessarily indicative of the results that may be expected for the year
      ending October 31, 2003.

NOTE 3 - INVENTORIES:

      Inventories at January 31, 2003 and October 31, 2002 consisted of the
      following:

                                               January 31,       October 31,
                                                  2003              2002
                                               ----------       ----------
      Packed coffee                            $  482,394       $  380,597
      Green coffee                                753,210          659,889
      Packaging supplies                          365,032          377,658
                                               ----------       ----------

      Totals                                   $1,600,636       $1,418,144
                                               ==========       ==========

NOTE 4 - HEDGING:

      The Company uses options and futures contracts to partially hedge the
      effects of fluctuations in the price of green coffee beans. Options and
      futures contracts are marked to market with current recognition of gains
      and losses on such positions. The Company does not defer such gains and
      losses since its positions are not considered hedges for financial
      reporting purposes. The Company's accounting for options and futures
      contracts may increase earnings volatility in any particular period.


                                       4
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                            JANUARY 31, 2003 AND 2002
                                   (Unaudited)

NOTE 4 - HEDGING (CONTINUED):

      At January 31, 2003, the Company held 50 options (generally with terms of
      two months or less) covering an aggregate of 1,875,000 pounds of green
      coffee beans at a price of $.65 per pound. The fair market value of these
      options, which was obtained from a major financial institution, was
      $32,438 at January 31, 2003.

      At January 31, 2002, the Company held 20 options (generally with terms of
      two months or less) covering an aggregate of 750,000 pounds of green
      coffee beans at a price of $0.45 per pound. The fair market value of these
      options, which was obtained from a major financial institution, was $6,375
      at January 31, 2002.

      The Company acquires futures contracts with longer terms (generally three
      to four months) primarily for the purpose of guaranteeing an adequate
      supply of green coffee. At January 31, 2003, the Company held 80 futures
      contracts for the purchase of 3,000,000 pounds of coffee at an average
      price of $.69 per pound for May 2003 contracts. The market price of coffee
      applicable to such contracts was $.68 per pound at that date.

      At January 31, 2002, the Company held 206 futures contracts for the
      purchase of 7,725,000 pounds of coffee at average prices of $.46, $.51 and
      $.58 per pound for the March 2002, May 2002 and December 2002 contracts,
      respectively. The market price of coffee applicable to such contracts was
      $.45, $.4765 and $.5475 per pound at that date, respectively.

      Included in cost of sales and due from broker for the quarters ended
      January 31, 2003 and 2002, the Company recorded realized and unrealized
      gain and losses respectively, on these contracts as follows:

                                                  Quarters Ended January 31,
                                                     2003          2002
                                                  ---------      -----------
      Realized gains and (losses)                  $336,851      $ 75,491
      Unrealized gains and (losses)                $ 23,663      $(12,319)

NOTE 5 - LINE OF CREDIT:

      The outstanding balance under a line of credit agreement with a bank was
      $1,628,308 at January 31, 2003. This amount is being reflected as long
      term since the agreement expires in November of 2004.

NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASES:

      The Company is a lessee of machinery and equipment under a capital lease,
      which expires in July 2005. The asset and liability under the capital
      lease is recorded at the lower of the present value of the minimum lease
      payments of the fair value of the asset. The asset is being depreciated
      over the lease term. Depreciation expense of assets under capital lease
      are included in depreciation expense and amounted to $15,228 for the
      quarter ended January 31, 2003.

      The interest rate on the capital lease is 8 1/3% per annum, which
      approximates the Company's incremental rate of borrowing at the time the
      lease was entered into.


                                       5
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                            JANUARY 31, 2003 AND 2002
                                   (Unaudited)

NOTE 7 - EARNINGS PER SHARE:

      The Company presents "basic" and, if applicable, "diluted" earnings per
      common share pursuant to the provisions of Statement of Financial
      Accounting Standards No. 128, "Earnings per Share". Diluted earnings per
      share have not been presented because the Company had no potentially
      dilutive securities outstanding during the three months ended January 31,
      2003 and 2002.

NOTE 8 - ECONOMIC DEPENDENCY:

      Approximately 21% and 15% of the Company's sales were derived from two
      customers during the three months ended January 31, 2003 and 24% of the
      Company's sales were derived from one customer during the three months
      ended January 31, 2002.

      Approximately 30% of the Company's purchases were bought from one vendor
      during the three months ended January 31, 2003.


                                       6
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Cautionary Note on Forward Looking Statements

      Some of the matters discussed under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations," in this
quarterly report include forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. We
have based these forward-looking statements on our current expectations and
projections about future events, including, among other things:

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

      o     our ability to attract and retain customers;

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

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

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

      o     our ability to obtain additional financing; and

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

      In some cases, you can identify forward-looking statements by terminology
such as "may," "will," "should," "could," "predict," "potential," "continue,"
"expect," "anticipate," "future," "intend," "plan," "believe," "estimate" and
similar expressions (or the negative of such expressions). Any or all of our
forward looking statements in this quarterly report and in any other public
statements we make may turn out to be wrong. They can be affected by inaccurate
assumptions we might make or by known or unknown risks and uncertainties.
Consequently, no forward looking statement can be guaranteed. In addition, we
undertake no responsibility to update any forward-looking statement to reflect
events or circumstances which occur after the date of this quarterly report.

Three Months Ended January 31, 2003 Compared to the Three Months Ended January
31, 2002

      Net sales totaled $4,359,943 for the three months ended January 31, 2003,
a decrease of $137,099 or 3.0% from $4,497,042 in the three months ended January
31, 2002. The decrease in net sales reflects the low level of the price of
coffee and a slight reduction in pounds sold in private label coffee. The
decrease in pounds of coffee sold is the result of the aggressive pricing
practices of national brands looking to increase market share at the expense of
private label competitors. The decline in pounds of coffee sold was offset by a
30% increase in sales to food service business resulting from our hiring of two
full-time salespersons to market our upscale brands to hotels, restaurants,
office coffee service companies and other food service retailers. The number of
Coffee Holding's customers in the gourmet green coffee area grew approximately
4.6% to 236 during the three months ended January 31, 2003. These customers


                                       7
<PAGE>

are predominately independent gourmet/specialty roasters, some of whom own their
own retail outlets. Sales to new customers in this area historically start
slowly because many of these companies are start up ventures. Because the
gourmet green coffee area is the fastest growing segment of the coffee market,
Coffee Holding believes that its customer base and sales will grow in this area.
Coffee Holding also believes that historically low coffee prices will continue
to encourage consumers to purchase higher quality gourmet coffee relative to
supermarket brands.

      Coffee Holding's selling prices decreased steadily throughout fiscal 2002
due to the decline in the price of green coffee. Beginning at the end of 1998,
the purchase price of green coffee began a decline that, with the exception of
brief price surges, continued through the middle of the fourth quarter of fiscal
2002. Declines in green coffee purchase prices eventually led to declines in
selling prices. Selling prices of products which use commodity coffee react
fairly quickly to changes in green coffee purchase prices. Gourmet green coffee
selling prices tend to react more slowly to changes in purchase prices because
demand for gourmet coffee is less price sensitive. We also experienced some
pricing pressure in the private label area as national brands cut their prices
in order to increase market share. The decrease in national brand prices made
private label coffee less attractive to consumers compared to these national
brands. However, the price of green coffee has begun to increase and national
brands have recently increased their prices in response. Based on this trend, we
believe that pricing pressure will decrease in fiscal 2003.

      Cost of sales in the three months ended January 31, 2003 was $3,065,444,
or 70% of net sales, as compared to $3,254,713, or 72% of net sales in the three
months ended January 31, 2002. Cost of sales consists primarily of the cost of
green coffee and packaging materials and realized and unrealized gains or losses
on hedging activity. The decrease in cost of sales primarily was attributable to
the decline in green coffee purchase prices. As the price of coffee is cyclical
and volatile and subject to many factors, including weather, politics and
economics, we are unable to predict the purchase price of green coffee for
fiscal 2003. As discussed above, although our agreements with wholesale
customers generally contain only pricing terms, our contract with a major
customer also contains minimum and maximum purchase obligations at fixed prices.
Because our profits on a fixed-price contract could decline if coffee prices
increased, we began to acquire futures contracts with longer terms (generally
three to four months) primarily for the purpose of guaranteeing an adequate
supply of green coffee at favorable prices beginning in the latter half of
fiscal 2000 and continuing through fiscal 2001 and fiscal 2002. The use of these
derivative financial instruments has enabled us to mitigate the effect of
changing prices although we generally remain exposed to loss when prices surge
significantly in a short period of time and remain at higher levels, preventing
us from obtaining inventory at favorable prices.

      Coffee Holding's gross profit in the first quarter of fiscal 2003 was
$1,294,499, an increase of $52,170, or 4.2%, from $1,242,329 in the three months
ended January 31, 2002. Gross profit as a percentage of net sales increased by
2% to 30% in the first quarter of fiscal 2003 from 28% in fiscal 2002. Margins
improved primarily due to lower inventory costs as a result of the overall
decline in green coffee purchase prices. Margins were particularly favorable in
gourmet green coffee sales, as pricing in this area decreased more slowly
relative to the decrease in green coffee purchase prices. As discussed above, we
believe that our increased inventory position will allow us to increase our
sales and margins if coffee prices begin to rise.

      Total operating expenses decreased $31,987, or 3.8%, to $800,594 in the
first quarter of fiscal 2003 from $832,581 in the first quarter of fiscal 2002
due to decreases in selling, general and administrative expenses. Selling and
administrative expenses were $712,483 in the first quarter of fiscal 2003, a
decrease of $34,444, or 4.6%, from $746,927 in the first quarter of 2002. As a
percentage of net sales, this change represented a 0.3% decrease from 16.6% in
the three months ended January 31, 2002 to 16.3% in the three months ended
January 31, 2003. The decrease was primarily attributable to reduced


                                       8
<PAGE>

advertising and professional fee expenses in the three months ended January 31,
2003 as compared to the prior year.

      Interest expense decreased $3,338, or 8.7%, from $38,376 in the three
months ended January 31, 2002 to $35,038 in the three months ended January 31,
2003. The decrease was attributable to a decline in the average borrowings
outstanding on our line of credit with Wells Fargo Business Credit and on the
term loan. The decrease is also attributable to lower interest rates on
outstanding borrowings. Rates of interest on our outstanding borrowings are tied
to the prime rate. As the prime rate declined from the prior period, the rate of
interest payable on our outstanding borrowings also declined. See "--Liquidity
and Capital Resources."

      Coffee Holding had income of $461,321 before income taxes in the first
quarter of fiscal 2003 compared to income of $372,361 before income taxes in the
first quarter of fiscal 2002. The increase was attributable primarily to the
increase in gross profit and the decrease in operating expenses.

      Coffee Holding's provision for income taxes for the three months ended
January 31, 2003 totaled $204,400 compared to $145,100 for the three months
ended January 31, 2002. As a result, Coffee Holding had net income of $256,921,
or $.06 per share, in the first quarter of fiscal 2003 compared to net income of
$227,261, or $.06 per share, in the first quarter of fiscal 2002.

Liquidity and Capital Resources

      As of January 31, 2003, we had working capital of approximately
$2,256,000, which represented a $527,000 increase from our working capital of
approximately $1,729,000 as of October 31, 2002, and total stockholders' equity
of $1,755,318, which increased by $256,921 from our total stockholders' equity
of $1,498,397 as of October 31, 2002. Our working capital increased primarily as
a result of the our ability to reduce our accounts payable by borrowing
additional amounts on our line of credit at January 31, 2003 compared to October
31, 2002.

      We have a credit facility with Wells Fargo Business Credit. The credit
facility provides for a revolving line of credit of up to $5,000,000 based on
eligible trade accounts receivable and inventories and a term loan of up to
$750,000 based on eligible equipment. The line of credit provides for borrowings
of up to 85% of our eligible trade accounts receivable and 60% of its eligible
inventories. On October 1, 2002, we extended our credit facility for an
additional two years to November 20, 2004 at lower interest rates. Effective
November 21, 2002, interest on the line of credit is payable monthly at the
prime rate plus .25% (an effective rate of 4.50 at January 31, 2003) and
interest on the term loan will be payable monthly at the prime rate plus .50%
(an effective rate of 4.75% at January 31, 2003). Principal payments on the term
loan are payable monthly at $7,000. Andrew Gordon and David Gordon, two of our
directors and officers, each have guaranteed borrowings under the credit
facility up to $500,000.

      As of January 31, 2003, the line of credit had an outstanding balance of
$1,628,308 as compared to an outstanding balance of $1,321,373 at October 31,
2002. The outstanding balance under the term loan was $399,000 as of January 31,
2003, and was $420,000 at October 31, 2002. We were in compliance with all
required financial covenants at January 31, 2003.

      We had loans payable to our stockholders, all of whom are members of the
Gordon family, of $93,958 at January 31, 2003. The loans are due on demand and
currently bear interest at a rate of 6% per year, reduced from 10% in 2002 to
reflect the lower interest rate environment. We borrow from our stockholders
from time-to-time to supplement short-term working capital needs. The
stockholders are under no obligation to make such loans.


                                       9
<PAGE>

      In the three months ended January 31, 2002, our operating activities used
net cash of approximately $214,000 as compared to the three months ended January
31, 2002 when net cash provided by operating activities was approximately
$154,000. The decreased cash flow from operations in the three months ended
January 31, 2003 was primarily due to increased inventory levels, increased
prepaid expenses and decreased accounts payable.

      During the three months ended January 31, 2003, we used $62,597 of our
cash resources to purchase property and equipment. The additional equipment will
improve our production efficiencies and allow us to better utilize the brick
pack machine purchased in 2002. In addition, we lease machinery and equipment
under a capital lease which expires in July 2005. The interest rate on the
capital lease is 8-1/3% per annum. Management does not expect to incur other
significant capital expenditures in fiscal 2003.

      We also provided $259,268 of net cash in financing activities in the three
months ended January 31, 2003, including a net of $306,935 increase in advances
on our bank line of credit.

      We expect to fund our operations, including paying our liabilities,
funding capital expenditures and making required payments on our debts, in
fiscal 2003 through cash provided by operating activities and by drawing on our
credit facilities. We expect that we will generate sufficient cash to continue
our business for the next twelve months. In addition, an increase in eligible
accounts receivable and inventory would permit us to make additional borrowings
under our line of credit. We also believe we could, if necessary, obtain
additional loans by mortgaging our headquarters.

Market Risks

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

Interest Rate Risks

      We are subject to market risk from exposure to fluctuations in interest
rates. At January 31, 2003, our debt consisted of approximately $408,870 of
fixed rate debt and approximately $2,027,308 of variable rate debt under our
revolving line of credit and term loan. Interest on the variable rate debt was
payable primarily at 4.50% (or .25% above the prime rate) above the prime rate,
with a portion of the variable rate debt payable at 4.75% (or .50% above the
prime rate) above the prime rate at January 31, 2003. We do not expect changes
in interest rates to have a material effect on results of operations or cash
flows in fiscal 2003, although there can be no assurance that interest rates
will not significantly change.

Commodity Price Risks

      The supply and price of coffee beans are subject to volatility and are
influenced by numerous factors which are beyond our control. Historically, we
have used short-term coffee futures and options contracts primarily for the
purpose of partially hedging and minimizing the effects of changing green coffee
prices, as further explained in Note 4 of the notes to financial statements in
this quarterly report. In addition, during the latter half of fiscal 2000, we
began to acquire futures contracts with longer terms (generally three to four
months) primarily for the purpose of guaranteeing an adequate supply of green
coffee. The use of these derivative financial instruments has enabled us to
mitigate the effect of changing prices although it generally remains exposed to
loss when prices decline significantly in a short period of time and remain at
higher levels, preventing us from obtaining inventory at favorable prices. We
generally have been able to pass green coffee price increases through to
customers, thereby maintaining


                                       10
<PAGE>

our gross profits. However, we cannot predict whether we will be able to pass
inventory price increases through to our customers in the future.

      At January 31, 2003, we held 50 options (generally with terms of two
months or less) covering an aggregate of 1,875,000 pounds of green coffee beans
at a price of $0.65 per pound. The fair market value of these options, which was
obtained from a major financial institution, was $32,438 at January 31, 2003.

      We acquire futures contracts with longer terms (generally three to four
months) primarily for the purpose of guaranteeing an adequate supply of green
coffee. At January 31, 2003, we held 80 futures contracts for the purchase of
3,000,000 pounds of coffee at an average price of $.69 per pound for May 2003
contracts. The market price of coffee applicable to such contracts was $.68 per
pound at that date.

Item 3. Controls and Procedures

      During the 90-day period prior to the filing date of this report,
management, including the Company's principal executive officer and principal
accounting officer, evaluated the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based upon, and as of the date
of that evaluation, the President, Chief Executive Officer and Chief Financial
Officer concluded that the disclosure controls and procedures were effective, in
all material respects, to ensure that information required to be disclosed in
the reports the Company files and submits under the Exchange Act is recorded,
processed, summarized and reported as and when required.

      There have been no significant changes in the Company's internal controls
or in other factors which could significantly affect internal controls
subsequent to the date the Company carried out its evaluation. There were no
significant deficiencies or material weaknesses identified in the evaluation and
therefore, no corrective actions were taken.


                                       11
<PAGE>

Part II -- OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities and Use of Proceeds

      None

Item 3. Defaults upon Senior Securities

      None

Item 4. Submission of Matters to a Vote of Security Holders

      None

Item 5. Other Information

      None

Item 6. Exhibits and Reports on Form 8-K

      (a) None

      (b) Reports on Form 8-K

          None


                                       12
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      Coffee Holding Co., Inc.
                                      ------------------------
                                      (Registrant)

                                      By: /s/ Andrew Gordon
                                         ---------------------------------------
                                      Andrew Gordon
                                      President and Chief Executive Officer
                                      (Principal Executive Officer and Principal
                                      Accounting Officer)

March 13, 2003


                                       13
<PAGE>

                                  CERTIFICATION

      I, Andrew Gordon, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Coffee Holding
      Co., Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report.

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
      have:

      (a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      (b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

      (c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of the registrant's board of directors (or persons performing
      the equivalent function):

      (a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      (b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and


                                       14
<PAGE>

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: March 13, 2003                  /s/ Andrew Gordon
                                      ------------------------------------------
                                      Andrew Gordon
                                      President and Chief Executive Officer
                                      (Principal Executive Officer and Principal
                                      Accounting Officer)


                                       15