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 April 30, 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


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                     PAGE
                                                                    ------

CONDENSED BALANCE SHEETS
     APRIL 30, 1999 AND OCTOBER 31, 1998                             F-2

CONDENSED STATEMENTS OF OPERATIONS
     SIX AND THREE MONTHS ENDED APRIL 30, 1999 AND 1998              F-3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     SIX MONTHS ENDED APRIL 30, 1999                                 F-4

CONDENSED STATEMENTS OF CASH FLOWS
     SIX MONTHS ENDED APRIL 30, 1999 AND 1998                        F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS                           F-6/12

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                       APRIL 30, 1999 AND OCTOBER 31, 1998

<TABLE>
<CAPTION>
                                                                     April        October
                                    ASSETS                         30, 1999       31, 1998
                                    ------                        ----------    -----------
                                                                  (Unaudited)   (See Note 1)
<S>                                                               <C>           <C>
Current assets:
     Due from broker                                              $  112,135    $   150,592
     Accounts receivable, net of allowance for doubtful
        accounts of $215,000                                       1,925,617      2,243,798
     Inventories                                                   1,737,993      1,359,954
     Cash and cash equivalents restricted under mortgage note                       432,965
     Prepaid expenses and other current assets                        21,046         57,198
                                                                  ----------    -----------
           Total current assets                                    3,796,791      4,244,507
Property and equipment, at cost, net of accumulated
     depreciation of $1,779,221 and $1,657,206                     2,017,264      2,123,429
Deferred mortgage costs, net of accumulated amortization
     of $48,611                                                                      56,784
Deposits and other assets                                             86,555         99,323
                                                                  ----------    -----------
           Totals                                                 $5,900,610    $ 6,524,043
                                                                  ==========    ===========

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

Current liabilities:
     Mortgage note payable                                                      $   600,000
     Current portion of term loan                                 $   87,312         87,312
     Current portion of obligations under capital leases             223,682        215,026
     Accounts payable and accrued expenses                         2,893,630      3,569,321
                                                                  ----------    -----------
           Total current liabilities                               3,204,624      4,471,659
Term loan, net of current portion                                    235,774        279,431
Line of credit borrowings                                          2,521,023      2,320,513
Obligations under capital leases, net of current portion             134,895        249,325
Loans from related parties                                           110,955        131,197
                                                                  ----------    -----------
           Total liabilities                                       6,207,271      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                                            (791,658)    (1,413,079)
                                                                  ----------    -----------
           Total stockholders' deficiency                           (306,661)      (928,082)
                                                                  ----------    -----------
           Totals                                                 $5,900,610    $ 6,524,043
                                                                  ==========    ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF OPERATIONS
               SIX AND THREE MONTHS ENDED APRIL 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Six Months                           Three Months
                                                      Ended April 30,                       Ended April 30,
                                             -------------------------------         ----------------------------
                                                1999                 1998               1999              1998
<S>                                          <C>                 <C>                 <C>               <C>
Net sales                                    $12,816,431         $13,181,142         $5,896,982        $6,324,247
Cost of sales                                 10,862,350          11,329,593          4,976,859         6,181,727
                                             -----------         -----------         ----------        ----------

Gross profit                                   1,954,081           1,851,549            920,123           142,520
                                             -----------         -----------         ----------        ----------

Operating expenses:
     Selling and administrative                1,011,042             900,919            528,019           407,752
     Officers' salaries                          139,423             163,175             72,500            72,500
                                             -----------         -----------         ----------        ----------
               Totals                          1,150,465           1,064,094            600,519           480,252
                                             -----------         -----------         ----------        ----------

Income (loss) from operations                    803,616             787,455            319,604          (337,732)
                                             -----------         -----------         ----------        ----------

Other expenses:
     Interest expense                            182,195             186,403             83,361            89,501
     Expenses in connection with
        reverse acquisition                                          180,000                              180,000
                                             -----------         -----------         ----------        ----------
               Totals                            182,195             366,403             83,361           269,501
                                             -----------         -----------         ----------        ----------

Income (loss) before income taxes                621,421             421,052            236,243          (607,233)

Provision (credit) for state and local
     income taxes                                                     46,000                              (67,000)
                                             -----------         -----------         ----------        ----------

Net income (loss)                            $   621,421         $   375,052         $  236,243        $ (540,233)
                                             ===========         ===========         ==========        ==========

Basic earnings per share                            $.16                                   $.06
                                                    ====                                   ====

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

Unaudited:
     Historical income (loss) before
        income taxes                                           $     421,052                          $  (607,233)
     Pro forma:
        Provision (credit) for income
           taxes                                                     191,000                             (273,000)
                                                              --------------                         ------------

        Net income (loss)                                      $     230,052                          $  (334,233)
                                                               =============                          ===========

        Basic earnings (loss) per share                                 $.06                                $(.08)
                                                                        ====                                =====

        Basic weighted average
           common shares outstanding                               3,999,650                            3,999,650
                                                                   =========                            =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

           CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                         SIX MONTHS ENDED APRIL 30, 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                                                          621,421      621,421
                            -----------   --------   --------   -----------    ---------
Balance, April 30, 1999       3,999,650   $  4,000   $480,997   $  (791,658)   $(306,661)
                            ===========   ========   ========   ===========    =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      1999         1998
                                                                   ---------    ---------
<S>                                                                <C>          <C>
Operating activities:
     Net income                                                    $ 621,421    $ 375,052
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                123,736      101,472
        Write-off of deferred mortgage costs                          55,063
        Changes in operating assets and liabilities:
           Due from broker                                            38,457      224,311
           Accounts receivable                                       318,181      523,088
           Inventories                                              (378,039)    (452,515)
           Prepaid expenses and other current assets                  36,152         (690)
           Deposits and other assets                                  12,768      (76,635)
           Accounts payable and accrued expenses                    (675,691)    (237,127)
                                                                   ---------    ---------
               Net cash provided by operating activities             152,048      456,956
                                                                   ---------    ---------

Investing activities - purchases of property and equipment           (15,850)    (254,625)
                                                                   ---------    ---------

Financing activities:
     Principal payments on mortgage note payable                    (600,000)     (25,000)
     (Increase) decrease in cash and cash equivalents restricted
        under mortgage note                                          432,965     (304,167)
     Principal payments on term loan                                 (43,657)     (43,656)
     Net advances under bank line of credit                          200,510      488,333
     Principal payments of obligations under capital leases         (105,774)     (46,483)
     Repayments of loans from related parties                        (20,242)    (399,723)
                                                                   ---------    ---------
               Net cash used in financing activities                (136,198)    (330,696)
                                                                   ---------    ---------

Net increase (decrease) in cash                                         --       (128,365)

Cash, beginning of period                                               --        198,679
                                                                   ---------    ---------

Cash, end of period                                                $    --      $  70,314
                                                                   =========    =========

Supplemental disclosure of cash flow data:

     Interest paid                                                 $ 170,229    $ 186,403
                                                                   =========    =========

     Income taxes paid                                                          $ 104,664
                                                                                =========
</TABLE>

Supplemental schedule of noncash investing and financing activities:

      During  the six  months  ended  April  30,  1998,  the  Company  purchased
      equipment at a cost of $288,500 by incurring capital lease obligations.

      During the six months  ended April 30,  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.

            Consulting  and  professional  fees  and  other  costs  incurred  in
            connection  with the  reverse  acquisition  totaling  $180,000  were
            charged to expense during the six months ended April 30, 1998.

            Information  as to the  unaudited pro forma results of operations of
            the  Company  for the six and three  months  ended  April  30,  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
            six  and  three  months  ended  April  30,  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 April  30,  1999,  its  results  of
            operations  for the six and three  months  ended  April 30, 1999 and
            1998, its changes in  stockholders'  equity for the six months ended
            April 30, 1999 and its cash flows for the six months ended April 30,
            1999 and  1998.  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 six month periods ended April 30, 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 April 30, 1999 and October 31, 1998 consisted of the
            following:

                                                     April             October
                                                   30, 1999            31, 1998
                                                  ----------         -----------
                  Packed coffee                   $  287,098         $  395,655
                  Green coffee                     1,146,303            755,305
                  Packaging supplies                 304,592            208,994
                                                  ----------         ----------

                         Totals                   $1,737,993         $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 April 30,  1999,  the  Company  held  options  covering an
            aggregate  of  1,312,500  pounds  of green  coffee  beans  which are
            exercisable  in fiscal 1999 at prices ranging from $.95 to $1.25 per
            pound.  The fair market value of these  options,  which was obtained
            from a major financial  institution,  was  approximately  $96,000 at
            April 30, 1999.  Due from broker  includes the effects of unrealized
            hedging  gains of $39,875 and $123,222 at April 30, 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  $600,000  at  October  31,  1998,  required
            monthly  payments of $4,167 plus  interest  based on a variable rate
            set  weekly by Bear  Stearns  & Co.  The  final  payment  was due on
            November  1, 2009.  The  payment of the note was  secured by a first
            mortgage  on the  Company's  land  and  building  and the  Company's
            restricted  investments  (see  Note  5 of  the  notes  to  financial
            statements in the Form 10-K).

            At October 31, 1998, the Company was not in compliance  with certain
            financial  covenants in the NYCIDA agreement and,  accordingly,  the
            outstanding balance of the mortgage note payable was classified as a
            current  liability  in the  accompanying  October 31,  1998  balance
            sheet.

            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 six months ended April 30, 1998.

            The line of credit provides for maximum of borrowings of $5,000,000.
            The  outstanding  balance  under the line of credit of $2,521,023 at
            April 30,  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  $323,086  (including  a current  portion of
            $87,312) at April 30,  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 six
            and three months ended April 30,  1999,  and a historical  provision
            for current state and local income taxes in the six and three months
            ended April 30, 1998 comprised as follows:

                                                    Six Months     Three Months
                                                    Ended April    Ended April
                                                     30, 1998        30, 1998
                                                    -----------    ------------

                  State                              $  8,000       $(15,000)
                  Local                                38,000        (52,000)
                                                     --------      ---------

                      Total historical                $46,000       $(67,000)
                                                      =======       ========

            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 period from November 1, 1997 to February 10, 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  $607,000 for the period from February 11, 1998 to
            April 30, 1998. As a result of the loss and certain other  elections
            related to the  termination  of its "S"  Corporation  election,  the
            Company had net operating loss carryforwards as of April 30, 1998 of
            approximately $227,000 available to reduce future Federal, state and
            local taxable income which, if not used, were due to expire in 2012.
            There were no other material  temporary  differences as of April 30,
            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  $102,000  attributable to the potential
            benefits from the net operating loss  carryforwards  as of April 30,
            1998 by an equivalent valuation allowance and,  accordingly,  it did
            not recognize a credit for Federal  income taxes for the period from
            February  11, 1998 to April 30, 1998.  As a result of recording  the
            valuation  allowance for the period after February 10, 1998, and the
            "S" Corporation  election for the period through  February 10, 1998,
            the Company did not  recognize  any  provision or credit for Federal
            income taxes for the six and three months ended April 30, 1998.


                                      F-9
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 - Income taxes (continued):
            Based on the Company's  income before income taxes of  approximately
            $621,000 for the six months ended April 30, 1999  (including  income
            of $236,000 for the three months  ended April 30,  1999),  a loss of
            approximately  $2,130,000  for the period from  February 11, 1998 to
            October 31,  1998  (including  the loss of $607,000  for period from
            February  11, 1998 to April 30, 1998  referred to above) and certain
            other  elections  related to the  termination of its "S" Corporation
            election,  the  Company  had net  operating  loss  carryforwards  of
            approximately  $179,000,  $415,000 and $800,000  available to reduce
            future Federal, state and local taxable income as of April 30, 1999,
            January  31,  1999  and  October  31,  1998,  respectively.  The net
            operating  loss  carryforwards  available  as of April 30, 1999 will
            expire in 2013 if not used.  There were no other material  temporary
            differences  as of April 30, 1999,  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 also offset the
            deferred tax assets of approximately $84,000,  $191,000 and $363,000
            attributable  to the potential  benefits from the net operating loss
            carryforwards as of April 30, 1999, January 31, 1999 and October 31,
            1998, respectively,  by equivalent valuation allowances. As a result
            of recording the reductions in the valuation allowance,  the Company
            did not recognize  any provision or credit for Federal  income taxes
            for the six and three months ended April 30, 1999.

            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 six and three  months  ended
            April 30, 1999 and 1998 are set forth below:

<TABLE>
<CAPTION>
                                                                                 Six Months             Three Months
                                                                               Ended April 30,          Ended April 30,
                                                                          ---------------------     ---------------------
                                                                             1999        1998          1999        1998
                                                                          ---------   ---------     ---------   ---------
<S>               <C>                                                     <C>         <C>           <C>         <C>
                  Tax provision (credit) at statutory rate of 34%         $ 211,000   $ 143,000     $  81,000   $(206,000)
                  Adjustments for effects of:
                     State income taxes, net of Federal benefit              68,000      46,000        26,000     (67,000)
                     "S" Corporation election and termination
                         of "S" Corporation election                                   (245,000)                  104,000
                     Change in valuation allowance                         (279,000)    102,000      (107,000)    102,000
                                                                          ---------   ---------     ---------   ---------
                           Historical provision                           $      --   $  46,000     $      --   $ (67,000)
                                                                          =========   =========     =========   =========
</TABLE>


                                      F-10
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 - Income taxes (concluded):
            The Company's "S" Corporation election was in effect for part of the
            six and three  months  ended  April 30,  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
            six and three months ended April 30, 1998 are set forth below:

                                                      Six Months   Three Months
                                                      Ended April  Ended April
                                                       30, 1998      30, 1998
                                                      -----------  ------------

                  Federal                              $119,000    $(168,000)
                  State                                  34,000      (50,000)
                  Local                                  38,000      (55,000)
                                                       --------    ---------
                         Total pro forma (unaudited)   $191,000    $(273,000)
                                                       ========    =========

            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.

            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.


                                      F-11
<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 for
            part of the six and three  months ended April 30, 1998 and it had no
            potentially dilutive securities outstanding during the six and three
            months ended April 30, 1999 and 1998,  historical basic earnings per
            share is  presented  in the  accompanying  condensed  statements  of
            operations  for only the six and three  months  ended April 30, 1999
            and  unaudited  pro forma  earnings  per share is  presented  in the
            accompanying  condensed  statements  of  operations  for the six and
            three months ended April 30, 1998.

            The  weighted   average  common  shares   outstanding  used  in  the
            computation of basic earnings per share for the six and three months
            ended April 30, 1999 was 3,999,650 which was the number of shares of
            common stock actually outstanding during those periods. The weighted
            average  common  shares  outstanding  used  in  the  computation  of
            unaudited  pro forma basic  earnings per share for the six and three
            months ended April 30, 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  22% and 19% of the Company's  sales were derived from
            one  customer  during the six months  ended April 30, 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 April  30,  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).

                                      * * *


                                      F-12

<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 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 in 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.

Six Months Ended April 30, 1999 Compared to Six Months Ended April 30, 1998

      Net sales totaled $12,816,431 in the six months ended April 30, 1999, a
decrease of $364,711 or 3% from $13,181,142 in the six months ended April 30,
1998. Net sales for the six months ended April 30, 1999 decreased primarily due
to a reduction in retail coffee prices.

      Cost of sales in the six months ended April 30, 1999 was $10,862,350, or
85% of net sales, as compared to $11,329,593, or 86% of net sales in the six
months ended April 30, 1998.

      The Company's gross profit in the six months ended April 30, 1999 was
$1,954,081, an increase of $102,532 or 6% from $1,851,549 in the six months
ended April 30, 1998. Gross profit as a percentage of net sales increased by 1%
to 15% in the six months ended April 30, 1999 from 14% in the six months ended
April 30, 1998.

      Selling and administrative expenses were $1,011,042 in the six months
ended April 30, 1999, an increase of $110,123 or 12% from $900,919 in the six
months ended April 30, 1998. As a percentage of net sales, this change
represented a 1% increase from 7% in the six months ended April 30, 1998 to 8%
in the six months ended April 30, 1999.

      Interest expense decreased $4,208 or 2% from $186,403 in the six months
ended April 30, 1998 to $182,195 in the six months ended April 30, 1999. The
decrease was due primarily to a reduction in the prime rate which reduced the
Company's variable rate of interest on its line of credit.

      Other expenses in the six months ended April 30, 1998 included
approximately $180,000 of consulting and professional fees and other costs
incurred in connection with the reverse acquisition by Transpacific
International Group Corp. that was effectively completed on February 10, 1998
(the "Reverse Acquisition"). There was no comparable charge in the six months
ended April 30, 1999.

      Primarily as a result of the decrease in cost of sales, which exceeded the
effects of the decrease in sales and the increase in operating expenses, and as
a result of the absence in the six months ended April 30, 1999 of the charge for
costs incurred in connection with the Reverse Acquisition, the Company had
income of $621,421 before income taxes in the six months ended April 30, 1998.


                                       1
<PAGE>

      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 six months ended April 30, 1998 because it had elected to be
taxed as an "S" Corporation during the period from November 1, 1997 to February
10, 1998 (the date of the Reverse Acquisition) and it had a pre-tax loss during
the period from February 11, 1998 to April 30, 1998. Although the Company had
potential benefits of approximately $102,000 from net operating loss
carryforwards as of April 30, 1998, it did not record a credit for income taxes
in the six months ended April 30, 1998 due to the uncertainties related to the
extent and timing of its future taxable income. As a result of additional
pre-tax losses through October 31, 1998, the Company had potential benefits from
the net operating loss carryforwards of approximately $363,000 as of October 31,
1998. The Company did not record a provision for income taxes based on its
pre-tax income in the six months ended April 30, 1999 because it used a portion
of the benefits from the net operating loss carryforwards that were available as
of October 31, 1998. Although the Company had potential benefits of
approximately $84,000 from the net operating loss carryforwards as of April 30,
1999, it did not record a credit for income taxes based on its net operating
loss carryforwards due to the continuing uncertainties related to the extent and
timing of its future taxable income. The Company had a historical provision for
state and local income taxes of $46,000 in the six months ended April 30, 1998.
Accordingly, the Company had historical net income of $621,421 in the six months
ended April 30, 1999 compared to $375,052 in the six months ended April 30,
1998.

      The statement of operations included in the financial statements elsewhere
herein presents unaudited pro forma provision for income tax, net income and
related earnings per share information assuming the Company had not elected to
be taxed as an "S" Corporation during any portion of the six months ended April
30, 1998. The Company would have had a provision for income taxes of
approximately $191,000 in the six months ended April 30, 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 on 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 $230,052, or $.06 per
share, in the six months ended April 30, 1998 compared to historical net income
of $621,421, or $.16 per share, in the six months ended April 30, 1999.

Three Months Ended April 30, 1999 Compared to Three Months Ended April 30, 1998

      Net sales totaled $5,896,982 in the three months ended April 30, 1999, a
decrease of $427,265 or 7% from $6,324,247 in the three months ended April 30,
1998. Net sales were lower for the three months ended April 30, 1999 due to a
reduction in retail coffee selling prices.

      Cost of sales in the three months ended April 30, 1999 was $4,976,859, or
84% of net sales, as compared to $6,181,727, or 98% of net sales in the three
months ended April 30, 1998. The decrease in cost of sales in the three months
ended April 30, 1999 was attributable to a gradual decline in green coffee
purchase prices enabling the Company to purchase inventory at lower prices.

      The Company's gross profit in the three months ended April 30, 1999 was
$920,123, an increase of $777,603 or 546% from $142,520 in the three months
ended April 30, 1998. Gross profit as a percentage of net sales increased by 13%
to 15% in the three months ended April 30, 1999 from 2% in the three months
ended April 30, 1998. Gross profit increased due to stabilizing margins
resulting from the decrease in green coffee purchase prices.

      Selling and administrative expenses were $528,019 in the three months
ended April 30, 1999, an increase of $120,267 or 30% from $407,752 in the three
months ended April 30, 1998. As a percentage of net sales, this change
represented a 2% increase from 7% in the three months ended April 30, 1998 to 9%
in the three months ended April 30, 1999.

      Interest expense decreased $6,140 or 7% from $89,501 in the three months
ended April 30, 1998 to $83,361 in the three months ended April 30, 1999. The
decrease was due primarily to a reduction in the prime rate which reduced the
Company's variable rate of interest on its line of credit.

      Other expenses in the three months ended April 30, 1998 also included
approximately $180,000 of consulting and professional fees and other costs
incurred in connection with the Reverse Acquisition. There was no comparable
charge in the three months ended April 30, 1999.

      Primarily as a result of the decrease in cost of sales, which exceeded the
effects of the decrease in sales and the increase in operating expenses, and the
absence in the three months ended April 30, 1999 of the charge for costs
incurred in connection with the Reverse Acquisition, the Company had income of
$236,243 before income taxes in the three months ended April 30, 1999 compared
to a loss of $607,233 before income taxes in the three months ended April 30,
1998.

      The Company was not required to record a provision for Federal income
taxes in the three months ended April 30, 1998 primarily because it had a
pre-tax loss during that period. Although the Company had potential benefits of
approximately $102,000 from net operating loss carryforwards as of April 30,
1998, it did not record a credit for income taxes in the three months ended
April 30, 1998 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 April 30, 1999 and the
continuing uncertainties related to its ability to realize any benefits from the
net operating loss


                                       2
<PAGE>

carryforwards remaining as of April 30, 1999, the Company did not record any
provisions or credits for income taxes in the three months ended April 30, 1999.
The Company had a historical credit for state and local income taxes of $67,000
in the three months ended April 30, 1998. Accordingly, the Company had a
historical net loss of $540,233 in the three months ended April 30, 1998
compared to historical net income of $236,243 in the three months ended April
30, 1999.

      Assuming the Company had not made the "S" Corporation elections, it had
the ability to carryback the net operating losses and an effective income tax
rate of approximately 45%, as explained above, the Company would have had a
credit for income taxes of approximately $273,000 in the three months ended
April 30, 1998 compared to no historical provision for income taxes in the three
months ended April 30, 1999. On an unaudited pro forma basis, the Company would
have had a net loss of $334,233, or $.08 per share, in the three months ended
April 30, 1998 compared to historical net income of $236,243, or $.06 per share,
in the three months ended April 30, 1999.

Liquidity and Capital Resources

      As of April 30, 1999, the Company had working capital of approximately
$592,000, which increased by $819,000 from its working capital deficiency of
$227,000 as of October 31, 1998 and a total stockholders' deficiency of $307,000
which decreased by $621,000 from its total stockholders' deficiency of
approximately $928,000 as of October 31, 1998. The Company had no unrestricted
cash balances as of April 30, 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 six months ended
April 30, 1999.

      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 $2,521,000 as of April 30,
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 April
30, 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 six months ended April 30, 1999, net cash provided by operating
activities totaled approximately $152,000 primarily as a result of the net
income generated during that period, adjusted to eliminate the effects of
charges for depreciation and amortization and the write-off of deferred mortgage
costs, and decreases in amounts receivable from the Company's broker and
customers that were partially offset by an increase in inventories and a
decrease in accounts payable and accrued expenses.

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

      During the six months ended April 30, 1999, the Company also used
approximately $170,000 of its cash resources to reduce its term loan, capital
lease and related party obligations. Capital expenditures only totaled $16,000
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 $201,000 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.

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.


                                       3
<PAGE>

      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.

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 April 30, 1999, the Company's long-term debt, other than
capitalized leases, consisted of approximately $111,000 of fixed rate debt and
approximately $2,800,000 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 April 30, 1999, the Company held options covering an
aggregate of 1,312,500 pounds of green coffee beans, which are exercisable in
fiscal 1999 at prices ranging from $.95 to $1.25 per pound. The price per pound
of green coffee on April 30, 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 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.

ITEM 6. 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.


                                       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