SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                   FORM 10-QSB
       (Mark One)

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

         For the quarterly period ended January 31, 2002

                                       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 number 333-00588-NY

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

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

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

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

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

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

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

                                                    Outstanding at
              Class                                 March 1, 2002
   ----------------------------            --------------------------------
   Common Stock, par value $.01                       3,999,650
<PAGE>

                                TABLE OF CONTENTS

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

  Condensed Balance Sheets January 31, 2002 (unaudited)
     and October 31, 2001.....................................................1
  Unaudited Condensed Statements of Income For The Three Months
     Ended January 31, 2002 and 2001..........................................2
  Unaudited Condensed Statements of Cash Flows For The Three Months
     Ended January 31, 2002 and 2001..........................................3
  Notes to Unaudited Financial Statements ....................................4

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations ................................................6

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings ...................................................11

Item 2. Changes in Securities and Use of Proceeds ...........................11

Item 3. Defaults upon Senior Securities .....................................11

Item 4. Submission of Matters to a Vote of Security Holders .................11

Item 5. Other Information ...................................................11

Item 6. Exhibits and Reports on Form 8-K ....................................11

Signatures...................................................................12


                                       i
<PAGE>

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                      JANUARY 31, 2002 AND OCTOBER 31, 2001

                                                      January 31,   October 31,
                                                         2002           2001
                                                      ----------    -----------
                                                      (unaudited)
                                   - ASSETS -
Current assets:
     Cash                                             $  221,262    $   199,434
     Due from broker                                     242,428        274,565
     Accounts receivable, net of allowance
       for doubtful accounts of $200,510
       for each period                                 1,714,387      1,901,749
     Inventories                                       1,370,102      1,351,150
     Prepaid expenses and other current assets            41,202         40,889
                                                      ----------    -----------
         Total current assets                          3,589,381      3,767,787

Property and equipment, at cost, net of
   accumulated depreciation of $2,491,349
   and $2,423,403                                      1,587,618      1,648,798
Cash equivalents restricted under
   credit facility                                       279,518        279,518
Deposits and other assets                                 16,796         16,796
                                                      ----------    -----------
                                                      $5,473,313    $ 5,712,899
                                                      ----------    -----------

                    - LIABILITIES AND STOCKHOLDERS' EQUITY -
Current liabilities:
     Current portion of term loan                     $  120,000    $   120,000
     Line of credit borrowings                         2,256,863             --
     Accounts payable and accrued expenses             1,487,968      1,747,366
     Income taxes payable                                140,100        222,315
     Loans from related parties                          148,099        160,980
                                                      ----------    -----------
         Total current liabilities                     4,153,030      2,250,661

Term loan, net of current portion                        350,000        380,000
     Line of credit borrowings                                --      2,339,216
                                                      ----------    -----------
         Total liabilities                             4,503,030      4,969,877
                                                      ----------    -----------

Commitments and contingencies

Stockholders' equity:
     Preferred stock, par value $.001 per
       share; 10,000,000 shares authorized;
       none issued                                            --             --
     Common stock, par value $.001 per share;
       30,000,000 shares authorized, 3,999,650
       shares issued and outstanding                       4,000          4,000
     Additional paid-in capital                          743,985        743,985
     Retained earnings (Accumulated deficit)             222,298         (4,963)
                                                      ----------    -----------
         Total stockholders' equity                      970,283        743,022
                                                      ----------    -----------
                                                      $5,473,313    $ 5,712,899
                                                      ----------    -----------


                                       1
<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
                  THREE MONTHS ENDED JANUARY 31, 2002 AND 2001
                                   (Unaudited)

                                                        2002             2001
                                                     ----------       ----------
Net sales                                            $4,497,042       $5,534,028

Cost of sales                                         3,254,713        4,152,043
                                                     ----------       ----------
Gross profit                                          1,242,329        1,381,985
                                                     ----------       ----------

Operating expenses:
     Selling and administrative                         746,927          613,702
     Officers' salaries                                  85,654           75,000
                                                     ----------       ----------
         Totals                                         832,581          688,702
                                                     ----------       ----------

Income from operations                                  409,748          693,283

   Interest expense - net                                37,387          116,784
                                                     ----------       ----------

Income before income taxes                              372,361          576,499

   Provision for income taxes                           145,100          265,000
                                                     ----------       ----------

Net income                                           $  227,261       $  311,499
                                                     ----------       ----------

Basic earnings per share                             $       06       $       08
                                                     ----------       ----------

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


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 2002 AND 2001
                                   (Unaudited)

                                                           2002         2001
                                                         ---------    ---------
Operating activities:
     Net income                                          $ 227,261    $ 311,499
     Adjustments to reconcile net income to
         net cash provided by (used in)
         operating activities:
           Depreciation                                     67,945       63,000
         Changes in operating assets and liabilities:
           Due from broker                                  32,137       14,736
           Accounts receivable                             187,362      (77,391)
           Inventories                                     (18,952)     212,227
           Prepaid expenses and other current assets          (313)     (12,392)
           Accounts payable and accrued expenses          (259,398)    (777,812)
           Income taxes payable                            (82,215)          --
                                                         ---------    ---------
              Net cash provided by (used in)
                operating activities                       153,827     (266,133)
                                                         ---------    ---------

Investing activities:
  Purchases of property and equipment                       (6,765)      (2,500)
                                                         ---------    ---------

Financing activities:
   Proceeds from term loan                                      --      407,885
   Payments on term loan                                   (30,000)     (10,000)
   Net repayments under bank line of credit                (82,353)    (155,282)
   Principal payments of obligations under
     capital leases                                             --      (26,988)
   Advances from (payments to) related parties             (12,881)       2,997
                                                         ---------    ---------
              Net cash (used) provided by
                financing activities                      (125,234)     218,612
                                                         ---------    ---------
Net increase (decrease) in cash                             21,828      (50,021)

Cash, beginning of period                                  199,434      153,844
                                                         ---------    ---------

Cash, end of period                                      $ 221,262    $ 103,823
                                                         ---------    ---------
Supplemental disclosure of cash flow data:
    Interest paid                                        $  38,376    $ 147,630
                                                         ---------    ---------
    Income taxes paid                                    $ 227,315    $  84,015
                                                         ---------    ---------


                                       3
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                            JANUARY 31, 2002 AND 2001
                                   (Unaudited)

Note 1 - Business activities:

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

Note 2 - Basis of presentation:

      In  the  opinion  of  management,  the  accompanying  unaudited  condensed
      financial  statements  reflect  all  adjustments,   consisting  of  normal
      recurring accruals,  necessary to present fairly the financial position of
      the Company as of January 31, 2002, its results of operations and its cash
      flows for the three  months ended  January 31, 2002 and 2001.  Information
      included in the balance sheet as of October 31, 2001 has been derived from
      the  Company's  audited  balance sheet  included in the  Company's  Annual
      Report on Form  10-KSB  for the year  ended  October  31,  2001 (the "Form
      10-KSB") previously filed with the Securities and Exchange Commission (the
      "SEC"). Pursuant to accounting principles generally accepted in the United
      States of America  and the rules and  regulations  of the SEC for  interim
      financial   statements,   certain  information  and  disclosures  normally
      included in financial  statements  prepared in accordance  with accounting
      principles  generally  accepted in the United  States of America have been
      condensed or omitted from these financial  statements  unless  significant
      changes  have taken place since the end of the most  recent  fiscal  year.
      Accordingly, these unaudited condensed financial statements should be read
      in  conjunction  with  the  audited  financial  statements  and the  other
      information in the Form 10-KSB.

      Operating  results  for the three  months  ended  January 31, 2002 are not
      necessarily  indicative  of the results  that may be expected for the year
      ending October 31, 2002.

Note 3 - Inventories:

      Inventories  at January 31, 2002 and  October  31, 2001  consisted  of the
      following:

                                              January 31,       October 31,
                                                 2002              2001
                                              ----------        ----------
      Packed coffee                           $  580,409        $  364,861
      Green coffee                               429,073           566,873
      Packaging supplies                         360,620           419,416
                                              ----------        ----------
      Totals                                  $1,370,102        $1,351,150
                                              ----------        ----------


                                       4
<PAGE>

Note 4 - Hedging:

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

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

      The Company also holds  futures  contracts  with longer  terms  (generally
      three  to four  months)  primarily  for the  purpose  of  guaranteeing  an
      adequate  supply of green  coffee.  At January 31, 2002,  the Company held
      futures  contracts  for the  purchase  of  7,725,000  pounds  of coffee at
      average  prices of $.46,  $.51 and $.58 per pound for the March 2002,  May
      2002 and December 2002 contracts, respectively. The market price of coffee
      applicable to such contracts was $.45, $.4765 and $.5475 per pound at that
      date, respectively.

Note 5 - Line of credit:

      The outstanding  balance under a line of credit  agreement with a bank was
      $2,256,863  at January 31, 2002.  This amount is being  reflected as short
      term since the agreement  expires in November of 2002.  The agreement does
      however  call for  automatic  two year  extension  privileges  if  written
      cancellation  notice  has not been  received  within  sixty  days prior to
      maturity.

Note 6 - Earnings per share:

      The Company  presents "basic" and, if applicable,  "diluted"  earnings per
      common  share  pursuant  to  the  provisions  of  Statement  of  Financial
      Accounting  Standards No. 128, "Earnings per Share".  Diluted earnings per
      share have not been  presented  because  the  Company  had no  potentially
      dilutive securities  outstanding during the three months ended January 31,
      2002 and 2001.

Note 7 - Major customer:

      Approximately  24% and 11% of the  Company's  sales were  derived from one
      customer  during  the  three  months  ended  January  31,  2002 and  2001,
      respectively.


                                       5
<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  provides a safe
harbor for  forward-looking  statements  made by or on behalf of Coffee Holding.
Coffee  Holding and its  representatives  may from time to time make  written or
oral forward-looking  statements,  including statements contained in this report
and in our other  filings  with the SEC.  These  statements  use  words  such as
"believes",    "expects",   "intends",   "plans",   "may",   "will",   "should",
"anticipates"  and other  similar  expressions.  All  statements  which  address
operating  performance,  events or  developments  that Coffee Holding expects or
anticipates will occur in the future are  forward-looking  statements within the
meaning of the Private  Securities  Litigation  Reform Act. The  forward-looking
statements  are and  will be  based  on  management's  then  current  views  and
assumptions  regarding future events and operating  performance.  Coffee Holding
cannot assure that anticipated results will be achieved since actual results may
differ materially  because of risks and  uncertainties.  Coffee Holding does 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 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 may identify in future filings with the SEC.

      You are strongly  encouraged  to consider  these  factors when  evaluating
forward-looking  statements in this quarterly report.  Coffee Holding undertakes
no responsibility  to update any  forward-looking  statements  contained in this
report.

Three Months Ended January 31, 2002 Compared to the Three Months Ended
January 31, 2001

      Net sales totaled  $4,497,042 for the three months ended January 31, 2002,
a decrease of  $1,036,986  or 18.7% from  $5,534,028  in the three  months ended
January 31, 2002. The decrease in net sales reflects the significant  decline in
the  price of coffee  over the  prior  period  and the  effect  of the  economic
downturn in the United States in general.

      The number of Coffee Holding's  customers in the gourmet green coffee area
grew  approximately  8% to 220 during the three months  ended  January 31, 2002.
These customers are predominately independent  gourmet/specialty  roasters, some
of whom own  their  own  retail  outlets.  Sales to new  customers  in this area
historically start slowly because many of these companies are start up ventures.


                                       6
<PAGE>

Because the gourmet  green  coffee  area is the fastest  growing  segment of the
coffee  market,  Coffee  Holding  believes that its customer base and sales will
grow in this area.  Coffee  Holding also believes that  historically  low coffee
prices will continue to encourage  consumers to purchase  higher quality gourmet
coffee relative to supermarket brands.

      Coffee Holding's selling prices decreased steadily  throughout fiscal 2001
due to the decline in the price of green  coffee.  Beginning at the end of 1998,
the purchase  price of green coffee began a decline that,  with the exception of
brief price surges,  continued through to the end of the first quarter of fiscal
2002.  Declines in green coffee  purchase  prices  eventually led to declines in
selling  prices.  Selling  prices of products  which use commodity  coffee react
fairly quickly to changes in green coffee purchase prices.  Gourmet green coffee
selling  prices tend to react more slowly to changes in purchase  prices because
demand  for  gourmet  coffee  is  less  price  sensitive.  Coffee  Holding  also
experienced  some pricing  pressure in the private  label area as some of Coffee
Holding's larger competitors cut their prices in order to increase market share.
Coffee Holding is unable to predict how long and to what extent pricing pressure
in the private label area will continue.

      Cost of sales in the three months ended  January 31, 2002 was  $3,254,713,
or 72% of net sales, as compared to $4,152,043, or 75% of net sales in the three
months ended January 31, 2001.  Cost of sales consists  primarily of the cost of
green coffee and packaging  materials and unrealized  gains or losses on hedging
activity.  The  decrease  in cost of sales  primarily  was  attributable  to the
decline in green coffee purchase prices.  As the price of coffee is cyclical and
volatile and subject to many factors, including weather, politics and economics,
Coffee  Holding is unable to predict the  purchase  price of green coffee in the
remainder  of fiscal 2002.  The low price of coffee  allowed  Coffee  Holding to
increase its inventory  position,  locking in  additional  margins on previously
contracted  business.  Coffee  Holdings  believes that its  increased  inventory
position  will  allow it to  increase  its sales and  margins  in the event that
coffee prices begin to rise.

      Coffee  Holding's  gross  profit in the first  quarter of fiscal  2002 was
$1,242,329,  a decrease of $139,656, or 10%, from $1,381,985 in the three months
ended  January 31, 2001.  However,  gross  profit as a  percentage  of net sales
increased  by 3% to 28% in the first  quarter of fiscal  2002 from 25% in fiscal
2001. Margins improved primarily due to lower inventory costs as a result of the
overall  decline in green coffee  purchase  prices.  Margins  were  particularly
favorable in gourmet green coffee sales,  as pricing in this area decreased more
slowly  relative to the decrease in green coffee purchase  prices.  As discussed
above,  Coffee Holding believes that its increased inventory position will allow
it to increase  its sales and margins in the event that coffee  prices  begin to
rise.

      Total operating  expenses increased  $143,879,  or 21%, to $832,581 in the
first  quarter of fiscal 2002 from  $688,702 in the first quarter of fiscal 2001
due to increases in selling,  general and administrative  expenses and officer's
salaries. Selling and administrative expenses were $746,927 in the first quarter
of fiscal 2002,  an increase of  $133,225,  or 22%,  from  $613,702 in the first
quarter of 2001.  As a percentage  of net sales,  this change  represented  a 6%
increase from 11% in the three months ended January 31, 2001 to 17% in the three
months ended  January 31,  2002.  The increase  was  primarily  attributable  to
increased  slotting  fees and  increased  promotional  activity  on branded  and
private  label  coffee.  Advertising  and  promotional  expenses are expected to
continue to increase as Coffee  Holding  participates  in national  and regional
shows to promote its brands and its private label products.  Operating  expenses
also  increased  due to a $10,654,  or 14%,  increase in  officer's  salaries to
$85,654 in the three  months  ended  January 31, 2002 from  $75,000 in the three
months ended January 31, 2001.

      Interest  expense  decreased  $79,397,  or 68%, from $116,784 in the three
months ended  January 31, 2001 to $37,387 in the three months ended  January 31,
2002. The decrease was  attributable  to a $205,557  decrease in the outstanding
balance on its outstanding  line of credit with Wells Fargo Business  Credit,  a
$120,000  decrease  in the  outstanding  balance  of the term loan and a $19,173
reduction in capital lease  obligations.  The decrease is also  attributable  to
lower  interest  rates on  outstanding  borrowings.  Rates of interest on Coffee
Holding's  outstanding  borrowings are tied to the prime rate. As the prime rate


                                       7
<PAGE>

declined from the prior period, Coffee Holding's rate of interest payable on its
outstanding  borrowings  also declined.  The lower  contractual  rates on Coffee
Holding's  term loan and line of credit,  each of which was  amended in November
2000, also contributed to the decline. See "--Liquidity and Capital Resources."

      Coffee  Holding had income of $372,361  before  income  taxes in the first
quarter of fiscal 2002 compared to income of $576,499 before income taxes in the
first  quarter of fiscal 2001.  The decrease was  attributable  primarily to the
decrease in gross profit and the increase in operating expenses.

      Coffee  Holding's  provision  for income  taxes for the three months ended
January 31, 2002  totaled  $145,100  compared to $265,000  for the three  months
ended January 31, 2001. As a result,  Coffee Holding had net income of $227,261,
or $.06 per share, in the first quarter of fiscal 2002 compared to net income of
$311,499, or $.08 per share, in the first quarter of fiscal 2001.

Liquidity and Capital Resources

      As of January 31, 2002,  Coffee Holding had a working  capital  deficit of
approximately  $564,000,  which decreased by $2,081,000 from its working capital
of  approximately  $1,517,000 as of October 31, 2001, and a total  stockholders'
equity of $970,283,  which  increased by $227,261  from its total  stockholders'
equity of $743,022 as of October 31,  2001.  Coffee  Holding's  working  capital
decreased  primarily as a result of the  reclassification  of the line of credit
borrowing as a short term obligation.  If extended  pursuant to the terms of the
line of credit this obligation would be reclassified as a long-term obligation.

      As of November  29,  2000,  Coffee  Holding  extended  the maturity of its
credit  facility with Wells Fargo  Business  Credit from November 20, 2000 until
November 20, 2002, and amended  certain terms of the facility (see Note 5 of the
notes to the financial  statements).  The credit facility, as amended,  provides
for a  revolving  line of credit of up to  $5,000,000  based on  eligible  trade
accounts  receivable and  inventories and a term loan of up to $600,000 based on
eligible  equipment.  The line of credit provides for borrowings of up to 85% of
Coffee  Holding's  eligible  trade  accounts  receivable and 60% of its eligible
inventories. Interest on the line of credit is payable monthly at the prime rate
plus  5% (an effective rate of 5.25% at January 31, 2002).  Interest on the term
loan is payable  monthly at the prime rate plus  75% (an effective rate of 5.50%
at January 31, 2002). Principal payments on the term loan are payable monthly at
$10,000.  Andrew  Gordon and David  Gordon,  directors  and  officers  of Coffee
Holding,  each have  guaranteed  borrowings  under  the  credit  facility  up to
$500,000.

      As of January 31, 2002, the line of credit had an  outstanding  balance of
$2,256,863  as compared to an  outstanding  balance of $2,339,216 at October 31,
2001. The outstanding balance under the term loan was $470,000 as of January 31,
2002,  and was  $500,000  at October  31,  2001.  Coffee  Holding had on deposit
$279,518 in a cash collateral account to secure the outstanding borrowings under
the credit  facility.  The  outstanding  balance  under the line of credit and a
portion  of the  outstanding  balance  under the term loan  were  classified  as
short-term  liabilities in Coffee Holding's January 31, 2002 balance sheet based
on the amended terms of the credit  facility  whereby  Coffee Holding may either
defer payments until, or make installment  payments,  through November 20, 2002.
This  amount is being  reflected  as short term since the  agreement  expires in
November  of 2002.  The  agreement  does  however  call for  automatic  two year
extension privileges if written cancellation notice has not been received within
sixty days prior to maturity. Coffee Holding was in compliance with all required
financial covenants at January 31, 2002.

      Coffee  Holding  had loans  payable to its  stockholders,  all of whom are
members of the Gordon family, of $148,099 at January 31, 2002. The loans are due
on demand and bear interest at 10% per annum.  Coffee  Holding  borrows from its
stockholders,  from time-to-time to supplement short-term working capital needs.
The stockholders are under no obligation to make such loans.


                                       8
<PAGE>

      In the first quarter of fiscal 2002, Coffee Holding's operating activities
provided net cash of approximately  $154,000 as compared to the first quarter of
fiscal  2001  when net  cash  used in  operating  activities  was  approximately
$266,000.  The improved cash flow from operations in the first quarter of fiscal
2002 was  primarily  due to the fact  that  only  $259,398  was used to pay down
accounts  payable and accrued  expenses in the first quarter of 2002 as compared
to a $777,812 outlay of cash for these items in the first quarter of 2001.

      During fiscal 2002,  Coffee  Holding used $6,765 of its cash  resources to
purchase property and equipment. Coffee Holding will purchase a state-of-the-art
double  line brick pack  machine at a cost of  approximately  $400,000 in fiscal
2002. The machine will allow Coffee Holding to increase its production  capacity
and  diversify  its  product  mix.  Management  does not  expect to incur  other
significant capital expenditures in fiscal 2002.

      Coffee  Holding also used $125,234 of cash in financing  activities in the
three months ended January 31, 2002,  including  $82,353 to reduce its bank line
of credit,  $30,000 in payments on the term loan and $12,881 in the repayment of
principal and interest on loans to related parties.

      Coffee  Holding  expects  to fund its  operations,  including  paying  its
liabilities,  funding capital  expenditures and making required  payments on its
debts,  in fiscal 2002 through cash  provided by  operating  activities.  Coffee
Holding  expects that it will generate  sufficient cash to continue its business
for the next twelve  months.  In  additional,  an increase in eligible  accounts
receivable  and  inventory  would  permit  Coffee  Holding  to  make  additional
borrowings  under its line of credit.  Coffee Holding also believes it could, if
necessary, obtain additional loans by mortgaging its headquarters.

Market Risks

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

Interest Rate Risks

      Coffee Holding is subject to market risk from exposure to  fluctuations in
interest  rates.  At January  31,  2002,  Coffee  Holding's  debt  consisted  of
approximately  $148,000  of fixed  rate  debt and  approximately  $2,727,000  of
variable rate debt under its revolving line of credit and term loan. Interest on
the variable rate debt was payable primarily at  5% above the prime rate, with a
portion of the variable  rate debt payable at  75% above the prime rate.  Coffee
Holding does not expect changes in interest  rates to have a material  effect on
results of  operations  or cash flows in fiscal 2002,  although  there can be no
assurance that interest rates will not significantly change.

Commodity Price Risks

      The supply and price of coffee  beans are  subject to  volatility  and are
influenced  by  numerous  factors  which are beyond  Coffee  Holding's  control.
Historically,  Coffee  Holding has used  short-term  coffee  futures and options
contracts  primarily  for the purpose of partially  hedging and  minimizing  the
effects of changing green coffee prices,  as further  explained in Note 4 of the
notes to financial statements in this quarterly report. In addition,  during the
latter half of fiscal 2000,  Coffee Holding began to acquire  futures  contracts
with longer terms (generally three to four months)  primarily for the purpose of
guaranteeing  an adequate  supply of green coffee.  The use of these  derivative
financial  instruments  has enabled  Coffee  Holding to  mitigate  the effect of
changing  prices  although  it  generally  remains  exposed to loss when  prices
decline  significantly in a short period of time.  Coffee Holding  generally has
been able to pass green coffee price increases through to its customers, thereby
maintaining its gross profits. However, Coffee Holding cannot predict whether it
will be able to pass inventory price  increases  through to its customers in the
future.


                                       9
<PAGE>

      At January 31, 2002, Coffee Holding held options  (generally with terms of
two months or less)  covering an  aggregate  of 750,000  pounds of green  coffee
beans at a price of $.45 per  pound.  The fair  market  value of these  options,
which was obtained from a major financial institution, was $6,375 at January 31,
2002.

      Coffee Holding also holds futures  contracts with longer terms  (generally
three to four  months)  primarily  for the purpose of  guaranteeing  an adequate
supply of green  coffee.  At January  31,  2002,  Coffee  Holding  held  futures
contracts  for the purchase of 7,725,000  pounds of coffee at average  prices of
$.46,  $.51 and $.58 per pound for the March 2002,  May 2002 and  December  2002
contracts, respectively. The market price of coffee applicable to such contracts
was $.45, $.4765 and $.5475 per pound at that date, respectively.


                                       10
<PAGE>

Part II -- OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities and Use of Proceeds

      None

Item 3. Defaults upon Senior Securities

      None

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

      None

Item 5. Other Information

      None

Item 6. Exhibits and Reports on Form 8-K

      (a)   None

      (b)   Reports on Form 8-K

            None


                                       11
<PAGE>

                                   SIGNATURES

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

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

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

March 15, 2002


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