UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549-1004

                                    FORM 10-Q

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

      For the quarterly period ended January 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
(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 .

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


<PAGE>

                                     PART I

                            COFFEE HOLDING CO., INC.

ITEM 1. FINANCIAL STATEMENTS



<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                            PAGE

CONDENSED BALANCE SHEETS
     JANUARY 31, 1999 AND OCTOBER 31, 1998                                   F-2

CONDENSED STATEMENTS OF OPERATIONS
     THREE MONTHS ENDED JANUARY 31, 1999 AND 1998                            F-3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     THREE MONTHS ENDED JANUARY 31, 1999                                     F-4

CONDENSED STATEMENTS OF CASH FLOWS
     THREE MONTHS ENDED JANUARY 31, 1999 AND 1998                            F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS                                   F-6/11

                                      * * *


                                       F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                      JANUARY 31, 1999 AND OCTOBER 31, 1998

<TABLE>
<CAPTION>
                                                                       January        October
                                    ASSETS                            31, 1999        31, 1998
                                    ------                           -----------    ------------
                                                                     (Unaudited)    (See Note 1)
<S>                                                                  <C>            <C>
Current assets:
     Due from broker                                                 $    60,260    $   150,592
     Accounts receivable, net of allowance for doubtful
        accounts of $215,000                                           2,372,390      2,243,798
     Inventories                                                       1,636,324      1,359,954
     Cash and cash equivalents restricted under mortgage note            436,389        432,965
     Prepaid expenses and other current assets                            21,046         57,198
     Loans receivable from stockholder                                   300,000
                                                                     -----------    -----------
           Total current assets                                        4,826,409      4,244,507
Property and equipment, at cost, net of accumulated
     depreciation of $1,716,714 and $1,657,206                         2,071,698      2,123,429
Deferred mortgage costs, net of accumulated amortization
     of $49,901 and $48,611                                               55,494         56,784
Deposits and other assets                                                 99,323         99,323
                                                                     -----------    -----------
           Totals                                                    $ 7,052,924    $ 6,524,043
                                                                     ===========    ===========

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

Current liabilities:
     Mortgage note payable                                           $   587,502    $   600,000
     Current portion of term loan                                         87,312         87,312
     Current portion of obligations under capital leases                 219,386        215,026
     Accounts payable and accrued expenses                             3,226,581      3,569,321
                                                                     -----------    -----------
           Total current liabilities                                   4,120,781      4,471,659
Term loan, net of current portion                                        257,603        279,431
Line of credit borrowings                                              2,909,807      2,320,513
Obligations under capital leases, net of current portion                 192,452        249,325
Loans from related parties                                               115,185        131,197
                                                                     -----------    -----------
           Total liabilities                                           7,595,828      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                                              (1,027,901)    (1,413,079)
                                                                     -----------    -----------
           Total stockholders' deficiency                               (542,904)      (928,082)
                                                                     -----------    -----------
           Totals                                                    $ 7,052,924    $ 6,524,043
                                                                     ===========    ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                       F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED JANUARY 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                            1999               1998
<S>                                                                                        <C>                <C>
Net sales                                                                                  $6,919,449         $6,856,895
Cost of sales                                                                               5,885,491          5,147,866
                                                                                           ----------         ----------

Gross profit                                                                                1,033,958          1,709,029
                                                                                           ----------         ----------

Operating expenses:

     Selling and administrative                                                               483,023            493,167
     Officers' salaries                                                                        66,923             90,675
                                                                                           ----------         ----------
           Totals                                                                             549,946            583,842
                                                                                           ----------         ----------

Income from operations                                                                        484,012          1,125,187

Interest expense                                                                               98,834             96,902
                                                                                           ----------         ----------

Income before income taxes                                                                    385,178          1,028,285

Provision for income taxes                                                                                       113,000
                                                                                           ----------         ----------

Net income                                                                                $   385,178         $  915,285
                                                                                           ==========         ==========

Basic earnings per share                                                                         $.10
                                                                                                 ====

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

Unaudited:

     Historical income before income taxes                                                                    $1,028,285
     Pro forma:
        Provision for income taxes                                                                               463,000
                                                                                                              ----------
        Net income                                                                                            $  565,285
                                                                                                              ==========

        Basic earnings per share                                                                                    $.14
                                                                                                                    ====
        Basic weighted average common shares outstanding                                                       3,999,650
                                                                                                              ==========
</TABLE>

See Notes to Condensed Financial Statements.


                                       F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

           CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                       THREE MONTHS ENDED JANUARY 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       Common Stock            Additional
                                                 ------------------------        Paid-in        Accumulated
                                                    Shares         Amount        Capital          Deficit           Total
                                                 ------------      ------      ----------       -----------       ---------
<S>                                              <C>             <C>            <C>            <C>                <C>
Balance, November 1, 1998                        3,999,650       $  4,000       $480,997       $(1,413,079)       $(928,082)

Net income                                                                                         385,178          385,178
                                                 ---------       --------       --------       -----------        ---------
Balance, January 31, 1999                        3,999,650       $  4,000       $480,997       $(1,027,901)       $(542,904)
                                                 =========       ========       ========       ===========        =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          1999                 1998
                                                                                       ---------           -----------
<S>                                                                                    <C>                 <C>
Operating activities:
     Net income                                                                        $ 385,178           $   915,285
     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
        Depreciation and amortization                                                     60,798                49,236
        Changes in operating assets and liabilities:
           Due from broker                                                                90,332              (322,929)
           Accounts receivable                                                          (128,592)              781,437
           Inventories                                                                  (276,370)             (354,539)
           Prepaid expenses and other current assets                                      36,152                  (690)
           Deposits and other assets                                                                               691
           Accounts payable and accrued expenses                                        (342,740)              116,521
                                                                                       ---------           -----------
               Net cash provided by (used in) operating activities                      (175,242)            1,185,012
                                                                                       ---------           -----------

Investing activities:
     Purchases of property and equipment                                                  (7,777)              (47,560)
     Loans to stockholder                                                               (300,000)
                                                                                       ---------           -----------
               Net cash used in investing activities                                    (307,777)              (47,560)
                                                                                       ---------           -----------

Financing activities:
     Principal payments on mortgage note payable                                         (12,498)              (12,500)
     (Increase) decrease in cash and cash equivalents restricted
        under mortgage note                                                               (3,424)               22,897
     Principal payments on term loan                                                     (21,828)
     Net advances under bank line of credit                                              589,294              (790,022)
     Principal payments of obligations under capital leases                              (52,513)              (31,882)
     Repayments of loans from related parties                                            (16,012)             (435,861)
                                                                                       ---------           -----------
               Net cash used in financing activities                                     483,019            (1,247,368)
                                                                                       ---------           -----------

Net increase (decrease) in cash                                                               --              (109,916)

Cash, beginning of period                                                                     --               198,679
                                                                                       ---------           -----------
Cash, end of period                                                                    $      --           $    88,763
                                                                                       =========           ===========
Supplemental disclosure of cash flow data:
     Interest paid                                                                     $  98,834           $    96,602
                                                                                       =========           ===========
</TABLE>

Supplemental schedule of noncash investing and financing activities:

            During  the  three  months  ended  January  31,  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 Condensed Financial Statements.


                                      F-5
<PAGE>

                                              COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED 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.

            Information  as to the  unaudited pro forma results of operations of
            the Company for the three months ended January 31, 1998 assuming the
            Merger had been  consummated as of, and the results of operations of
            Transpacific  had been included from,  November 1, 1997 has not been
            presented because such pro forma results would not differ materially
            from the historical results of operations for the three months ended
            January 31, 1998 reflected in the accompanying historical statements
            of operations.


                                      F-6
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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,  1999,  its  results of
            operations  and cash flows for the three  months  ended  January 31,
            1999 and 1998 and its changes in stockholders'  equity for the three
            months ended January 31, 1999.  Information  included in the balance
            sheet as of October 31,  1998 has been  derived  from the  Company's
            audited  balance sheet  included in the  Company's  Annual Report on
            Form 10-K for the year ended  October  31,  1998 (the  "Form  10-K")
            previously  filed with the Securities and Exchange  Commission  (the
            "SEC"). Pursuant to generally accepted accounting principles 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 generally accepted accounting
            principles  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, the related notes to the financial
            statements and the other information in the Form 10-K.

            Operating results for the three month periods ended January 31, 1999
            and 1998 are not  necessarily  indicative of the results that may be
            expected for the years ending October 31, 1999 and 1998.

Note 3 - Inventories:

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

                                                    January            October
                                                   31, 1999           31, 1998
                                                  ----------         ----------

            Packed coffee                         $  244,575         $  395,655
            Green coffee                           1,010,571            755,305
            Packaging supplies                       381,178            208,994
                                                  ----------         ----------
                   Totals                         $1,636,324         $1,359,954
                                                  ==========         ==========

            The Company uses futures and options  contracts to hedge the effects
            of  fluctuations  in the price of green  coffee  beans,  as  further
            explained in Note 2 of the notes to financial statements in the Form
            10-K.  At January 31, 1999,  the Company  held  options  covering an
            aggregate  of  600,000  pounds  of  green  coffee  beans  which  are
            exercisable in fiscal 1999 at prices ranging from $1.20 to $1.30 per
            pound.  The fair market value of these  options,  which was obtained
            from a major financial  institution,  was  approximately  $97,000 at
            January 31, 1999. Due from broker includes the effects of unrealized
            hedging  gains of  $54,403  and  $123,222  at January  31,  1999 and
            October 31, 1998, respectively.


                                      F-7
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 - 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 $587,502 and $600,000 at January 31, 1999 and
            October 31, 1998, respectively,  required monthly payments of $4,167
            plus interest  based on a variable rate set weekly by Bear Stearns &
            Co. The final  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  which  had an
            aggregate  outstanding  balance of $436,389  and $432,965 at January
            31, 1999 and October 31, 1998, respectively (see Note 5 of the notes
            to financial statements in the Form 10-K).

            At January 31, 1999 and  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 and the  outstanding
            balance of the restricted investments that secured the mortgage note
            was  classified as a current asset in the  accompanying  January 31,
            1999 and October 31, 1998 condensed balance sheets.

            In March 1999,  the  restricted  investments  were  liquidated,  the
            mortgage  note was repaid  and the  remaining  unamortized  deferred
            mortgage costs of $55,063 were charged to interest expense.

Note 5 - 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, as further  explained in Note 7 of the notes
            to financial statements in the Form 10-K.

            The Company incurred costs of  approximately  $113,000 in connection
            with the  cancellation of the factoring  agreement that were charged
            to interest expense during the three months ended January 31, 1998.

            The line of credit provides for maximum of borrowings of $5,000,000.
            The  outstanding  balance  under the line of credit of $2,909,807 at
            January 31, 1999  approximated  the maximum  amount that the Company
            could have borrowed based on its eligible trade accounts  receivable
            and  inventories  as of that  date.  The  term  loan,  which  had an
            outstanding  balance of  $344,915  (including  a current  portion of
            $87,312) at January 31, 1999,  provides for  borrowings of up to the
            greater of 80% of the cost of eligible equipment or $500,000.


                                      F-8
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 - Income taxes:

            As shown in the accompanying  statements of operations,  the Company
            had no historical  provision or credit for income taxes in the three
            months ended January 31, 1999 and a historical provision for current
            state and local income  taxes in the three months ended  January 31,
            1998 comprised as follows:

            State                                                    $ 23,000
            Local                                                      90,000
                                                                     --------
                Total historical                                     $113,000
                                                                     ========

            As explained  in Notes 2 and 9 of the notes to financial  statements
            in the  Form  10-K,  prior to  February  10,  1998,  the date of the
            Exchange,  the  Company  with the consent of its  stockholders,  had
            elected to be taxed as an "S" Corporation and,  accordingly,  it was
            not required to record a provision  for Federal  income taxes on its
            historical  income before income taxes of  approximately  $1,028,000
            for the  three  months  ended  January  31,  1998;  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.  Based on the Company's income before income taxes
            of  approximately  $385,000 for the three  months ended  January 31,
            1999,  the loss of  approximately  $2,130,000  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  of  approximately
            $415,000 and $800,000 available to reduce future Federal,  state and
            local  taxable  income as of January 31, 1999 and October 31,  1998,
            respectively.  The net operating loss carryforwards  available as of
            January  31,  1999 will  expire in 2013 if not used.  There  were no
            other  material  temporary  differences  as of January  31, 1999 and
            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  $191,000  and  $363,000
            attributable  to the potential  benefits from the net operating loss
            carryforwards   as  of  January  31,  1999  and  October  31,  1998,
            respectively,  by equivalent  valuation  allowances.  As a result of
            recording the reduction in the valuation allowance,  the Company did
            not recognize  any provision or credit for Federal  income taxes for
            the three months ended January 31, 1999.


                                      F-9
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 - Income taxes (concluded):

            The  differences  between the tax  provision  computed  based on the
            Company's  historical  pre-tax income and the  applicable  statutory
            income tax rate and the Company's historical provisions for Federal,
            state and local income taxes for the three months ended  January 31,
            1999 and 1998 are set forth below:

<TABLE>
<CAPTION>
                                                                                    Three Months
                                                                                  Ended January 31,
                                                                               ----------------------
                                                                                  1999         1998
                                                                               ---------    ---------
<S>                                            <C>                             <C>          <C>
            Tax provision at statutory rate of 34%                             $ 130,000    $ 350,000
            Adjustments for effects of:
               State income taxes, net of Federal benefit                         42,000      113,000
               "S" Corporation election and termination
                   of "S" Corporation election                                               (350,000)
               Change in valuation allowance                                    (172,000)
                                                                               ---------    ---------

                     Historical provision                                      $      --    $ 113,000
                                                                               =========    =========
</TABLE>

            The Company's "S" Corporation  election was in effect for all of the
            three months ended January 31, 1998.  Unaudited pro forma historical
            provisions  for income  taxes  assuming the Exchange had occurred on
            November 1, 1997 and the  Company was subject to Federal,  state and
            local  income  taxes at full  statutory  rates  for all of the three
            months ended January 31, 1998 are set forth below:

            Federal                                                 $287,000
            State                                                     83,000
            Local                                                     93,000
                                                                    --------

                 Total pro forma (unaudited)                        $463,000
                                                                    ========

            The  unaudited  pro forma  provisions  for income  taxes  reflect an
            effective rate of  approximately  45% for the 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 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" ("SFAS
            128") and certain  other  financial  accounting  pronouncements,  as
            further explained in Note 2 of the notes to financial  statements in
            the Form 10-K.


                                      F-10
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 - Earnings per share (concluded):

            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
            all of  the  three  months  ended  January  31,  1998  and it had no
            potentially dilutive securities  outstanding during the three months
            ended  January 31,  1998,  historical  basic  earnings  per share is
            presented in the accompanying  condensed statement of operations for
            only the three months ended January 31, 1999 and unaudited pro forma
            earnings  per  share  is  presented  in the  accompanying  condensed
            statements  of  operations  for the three months  ended  January 31,
            1998.

            The  weighted   average  common  shares   outstanding  used  in  the
            computation  of basic  earnings per share for the three months ended
            January  31,  1999 was  3,999,650  which was the number of shares of
            common stock actually  outstanding  during that period. The weighted
            average  common  shares  outstanding  used  in  the  computation  of
            unaudited  pro forma basic  earnings  per share for the three months
            ended  January  31,  1998 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).

Note 8 - Major customer:

            Approximately  23% and 20% of the Company's  sales were derived from
            one  customer  during the three  months  ended  January 31, 1999 and
            1998, respectively (see Note 11 of the notes to financial statements
            in the Form 10-K).

Note 9 - Stock option plan:

            As of January  31,  1999,  no  options  had been  granted  under the
            Company's  stock  option plan (see Note 12 of the notes to financial
            statements in the Form 10-K).

Note 10- Other related party transactions:

            During the three months ended January 31, 1999, the Company loaned a
            total of $300,000 to a stockholder.  The loans, which were repaid in
            February 1999, bore interest at 10% (interest income attributable to
            the loans was not material  for the three  months ended  January 31,
            1999).

                                      * * *


                                      F-11
<PAGE>

ITEM  2. 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 Coffee
Holding Co., Inc. (the "Company" or "Coffee"). Coffee 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 Securities
and Exchange Commission ("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, including statements relating to volume growth, share of sales or
statements expressing general optimism about future operating results, 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 report. We undertake no responsibility to
update any forward-looking statements contained in this report.

Three Months Ended January 31, 1999 Compared to Three Months Ended January 31,
1998

      Net sales from continuing operations totaled $6,919,449 in the three
months ended January 31, 1999, an increase of $62,554 or 1% from $6,856,895 in
the three months ended January 31, 1998. Although selling prices for retail
coffee were lower in the first quarter, coffee pounds sold increased from the
comparable period a year ago.

      Cost of sales in the three months ended January 31, 1999 was $5,885,491,
or 85% of net sales, as compared to $5,147,866, or 75% of net sales in the three
months ended January 31, 1998. Cost of sales was higher due primarily to high
green coffee purchase prices.

      The Company's gross profit in the three months ended January 31, 1999 was
$1,033,958, a decrease of $675,071 or 40% from $1,709,029 in the three months
ended January 31, 1998. Gross profit as a percentage of net sales decreased by
10% to 15% in the three months ended January 31, 1999 from 25% in the three
months ended January 31, 1998. The decrease of gross profit as a percentage of
sales was primarily attributable to lower margins as selling prices for retail
coffee declined and green coffee purchase prices were high.

      Selling and administrative expenses were $483,023 in the three months
ended January 31, 1999, a decrease of $10,144 or 2% from $493,167 in the three
months ended January 31, 1998. As a percentage of net sales, selling and
administrative expenses were relatively unchanged at 7% for the three months
ended January 31, 1999 and 1998.

      Interest expense increased $1,932 or 2% from $96,902 in the three months
ended January 31, 1998 to $98,834 in the three months ended January 31, 1999.

      Primarily as a result of the increase in cost of sales and the decrease in
gross profit, the Company had income of $385,178 before income taxes in the
three months ended January 31, 1999 compared to $1,028,285 in the three months
ended January 31, 1998.

      As further explained in Note 6 of the notes to the financial statements
elsewhere herein, the Company was not required to record a provision for Federal
income taxes in the three months ended January 31, 1998 because it had elected
to be taxed as an "S"


                                       1
<PAGE>

Corporation prior to February 10, 1998 (the date of the reverse acquisition with
Transpacific International Group Corp.). As a result of its pre-tax loss during
the period from February 11, 1998 to October 31, 1998 and its pre-tax income
during the three months ended January 31, 1999, the Company had potential
benefits from the net operating loss carryforwards of approximately $363,000 as
of October 31, 1998 and $191,000 as of January 31, 1999. The Company did not
record any credits for income taxes based on the potential benefits from its net
operating loss carryforwards as of those dates due to the uncertainties related
to the extent and timing of its future taxable income. As a result of the use of
a portion of the benefits available from the net operating loss carryforwards as
of October 31, 1998 to offset its pre-tax income in the three months ended
January 31, 1999 and the uncertainties related to its ability to realize any
benefits from the net operating loss carryforwards remaining as of January 31,
1999, the Company did not record any provisions for income taxes in the three
months ended January 31, 1999. The Company had a historical provision for state
and local income taxes of $113,000 in the three months ended January 31, 1998.
Accordingly, the Company had historical net income of $385,178 in the three
months ended January 31, 1999 compared to $915,285 in the three months ended
January 31, 1998.

      The statement of operations included in the financial statements elsewhere
herein presents unaudited pro forma income taxes, net income and related
earnings per share information assuming the Company had not elected to be taxed
as an "S" Corporation during the three months ended January 31, 1998. The
Company would have had a provision for income taxes of approximately $463,000 in
the three months ended January 31, 1998 assuming the "S" Corporation elections
had not been made. The unaudited pro forma provision 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 net income of $565,285, or $.14 per share, in the three
months ended January 31, 1998 compared to historical net income of $385,178, or
$.10 per share, in the three months ended January 31, 1999.

Liquidity and Capital Resources

      As of January 31, 1999, the Company had working capital of approximately
$706,000, which increased by $933,000 from its working capital deficiency of
$227,000 as of October 31, 1998, and a total stockholders' deficiency of
$543,000, which decreased by $385,000 from its total stockholders' deficiency of
approximately $928,000 as of October 31, 1998. The Company had no unrestricted
cash balances as of January 31, 1999 and October 31, 1998. The Company's working
capital increased primarily as a result of the net income it generated and the
additional borrowings under its credit facility during the three months ended
January 31, 1999.

      The Company's current liabilities as of January 31, 1999 included a
mortgage note payable with a balance of $588,000 that was due on demand as a
result of a violation of certain covenants. The note was collateralized by
restricted cash investments with an approximate balance of $436,000. The Company
repaid the mortgage note in full on March 3, 1999, and generated a portion of
the funds required for the payments by liquidating the restricted investments.

      The Company has obtained a credit facility from Nationscredit Commercial
Corp. that 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 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 $2,910,000 as of January
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 8.75% at
January 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 the three months ended January 31, 1999, the Company's operating
activities used approximately $175,000, primarily as a result of the increase in
inventories and decrease in accounts payable exceeding the cash from net income
generated during the period, adjusted to eliminate the effects of charges for
depreciation and amortization.

      During the three months ended January 31, 1999, the Company used
approximately $87,000 of its cash resources to reduce its mortgage note, term
loan and capital lease obligations and $300,000 to fund a short-term loan to a
stockholder. Capital expenditures were insignificant during the period and
management expects that the Company's capital expenditures will be substantially
below those made in fiscal 1998. The Company also borrowed approximately
$589,000 under the line of credit during the period 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, over the next twelve
months through cash provided by operating activities and/or borrowings under its
credit facility.


                                       2
<PAGE>

Year 2000

      The Year 2000 problem concerns the 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.

      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.


                                       3
<PAGE>

ITEM 3. 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 January 31, 1999, the Company's long-term debt, other than
capitalized leases, consisted of approximately $115,000 of fixed rate debt and
approximately $3,800,000 of variable rate debt under its revolving line of
credit, term loan and mortgage note payable. Interest on the variable rate debt
was payable primarily at 1% above a specified prime rate. The Company does not
expect changes in interest rates to have a material effect on income or cash
flows in fiscal 1999, although there can be no assurance that interest rates
will not significantly change.

Commodity Price Risks

      See Note 3 to the unaudited condensed financial statements "Inventory" for
additional information regarding the Company's hedging program.

      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 January 31, 1999, the Company held options covering an
aggregate of 600,000 pounds of green coffee beans, which are exercisable in
fiscal 1999 at prices ranging from $1.20 to 1.30 per pound. The price per pound
of green coffee on January 31, 1999 was $1.04. 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 its customers in the
future.


                                       4
<PAGE>

                                     PART II

ITEM 4. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

27                Financial Data Schedule

(b) There were no reports on Form 8-K filed during the period covered by this
report.

ITEM 5. OTHER INFORMATION

      The Company's non-binding letter of intent with Chock Full O'Nuts
("Chock") whereby the Company would be acquired by Chock expired by its terms on
February 28, 1999. The parties were unable to reach a definitive merger
agreement.


                                       5
<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.

     Signature                    Title                       Date
     ---------                    -----                       ----

/s/ Andrew Gordon        Chief Executive Officer,             October 25, 2000
------------------       President and Treasurer
Andrew Gordon            (principal executive officer and
                         principal financial officer)


                                       6
<PAGE>

                                INDEX TO EXHIBITS

27    Financial Data Schedule