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 April 30, 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                              April 30, 2002
         --------------                          --------------
         Common Stock,
         par value $.01                            3,999,650
<PAGE>

                                     PART I

                                                                            PAGE

ITEM 1. FINANCIAL STATEMENTS...................................................1

Condensed Balance Sheets
   April 30, 2002 (unaudited) and October 31, 2001.............................1

Condensed Statements of Income
   Three and Six Months Ended April 30, 2002 and 2001 (unaudited)..............2

Condensed Statements of Cash Flows
   Six Months Ended April 30, 2002 and 2001 (unaudited)........................3

Notes To Condensed Financial Statements........................................4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS..............................................7

                                     PART II

ITEM 1. LEGAL PROCEEDINGS ....................................................14

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS ............................14

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ......................................14

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..................14

ITEM 5. OTHER INFORMATION ....................................................14

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................14

Signatures....................................................................15
<PAGE>

Part I
Item I. Financial Statements

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                       APRIL 30, 2002 AND OCTOBER 31, 2001

                                                       April 30,     October 31,
                                                         2002          2001
                                                     --------------  -----------
                                                      (unaudited)
                                   - ASSETS -
Current assets:
   Cash                                                $   67,831    $  199,434
   Due from broker                                        498,738       274,565
   Accounts receivable, net of allowance for
     doubtful accounts of $200,510 for each period      1,521,439     1,901,749
   Inventories                                          1,401,454     1,351,150
   Prepaid expenses and other current assets               35,510        40,889
                                                       ----------    ----------
       Total current assets                             3,524,972     3,767,787

Property and equipment, at cost, net of accumulated
  depreciation of $2,557,141 and $2,423,403             1,522,022     1,648,798
Cash equivalents restricted under credit facility         285,874       279,518
Deposits and other assets                                  16,796        16,796
                                                       ----------    ----------
                                                       $5,349,664    $5,712,899
                                                       ----------    ----------

                    - LIABILITIES AND STOCKHOLDERS' EQUITY -
Current liabilities:
   Current portion of term loan                        $  120,000    $  120,000
   Line of credit borrowings                            2,130,954            --
   Accounts payable and accrued expenses                1,423,098     1,747,366
   Income taxes payable                                   128,719       222,315
   Loans from related parties                             130,352       160,980
                                                       ----------    ----------
       Total current liabilities                        3,933,123     2,250,661

Term loan, net of current portion                         320,000       380,000
Line of credit borrowings                                      --     2,339,216
                                                       ----------    ----------
       Total liabilities                                4,253,123     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)                348,556        (4,963)
                                                      -----------   -----------
       Total stockholders' equity                       1,096,541       743,022
                                                      -----------   -----------
                                                      $ 5,349,664   $ 5,712,899
                                                      -----------   -----------


                                       1
<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
               THREE AND SIX MONTHS ENDED APRIL 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                       Six Months Ended           Three Months Ended
                                           April 30,                   April 30,
                                  -------------------------   -------------------------
                                     2002          2001          2002          2001
                                  -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>
Net sales                         $ 8,534,845   $10,700,498   $ 4,037,803   $ 5,166,470

Cost of sales                       6,366,749     8,130,632     3,112,036     3,978,589
                                  -----------   -----------   -----------   -----------

Gross profit                        2,168,096     2,569,866       925,767     1,187,881
                                  -----------   -----------   -----------   -----------

Operating expenses:
     Selling and administrative     1,316,045     1,338,683       569,119       724,981
     Officers' salaries               156,871       157,500        71,217        82,500
                                  -----------   -----------   -----------   -----------
         Totals                     1,472,916     1,496,183       640,336       807,481
                                  -----------   -----------   -----------   -----------

Income from operations                695,180     1,073,683       285,431       380,400

   Interest expense - net              83,661       164,504        46,274        47,720
                                  -----------   -----------   -----------   -----------

Income before income taxes            611,519       909,179       239,157       332,680

   Provision for income taxes         258,000       416,000       112,900       151,000
                                  -----------   -----------   -----------   -----------

Net income                        $   353,519   $   493,179   $   126,257   $   181,680
                                  -----------   -----------   -----------   -----------

Basic earnings per share          $       .09   $       .12   $       .03   $       .05
                                  -----------   -----------   -----------   -----------

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

                  See notes to Condensed Financial Statements.


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 2002 AND 2001
                                   (Unaudited)

                                                           2002          2001
                                                         ---------    ---------
Operating activities:
   Net income                                            $ 353,519    $ 493,179
   Adjustments to reconcile net income to net
     cash provided by operating activities:
         Depreciation and amortization                     133,738      126,000
         Deferred income taxes                                  --      (92,000)
       Changes in operating assets and liabilities:
         Due from broker                                  (224,173)    (308,896)
         Accounts receivable                               380,310      205,188
         Inventories                                       (50,304)     141,081
         Other assets                                        5,379        1,849
         Income taxes payable                              (93,596)          --
         Accounts payable and accrued expenses            (324,268)    (479,110)
                                                         ---------    ---------

            Net cash provided by operating activities      180,605       87,291
                                                         ---------    ---------

Investing activities:
  Purchases of property and equipment                       (6,962)     (45,297)
                                                         ---------    ---------

Financing activities:
  Proceeds from term loan                                       --      407,885
  Increase in cash equivalents restricted under
    credit facility                                         (6,356)          --
  Principal payments on term loan                          (60,000)     (40,000)
  Net repayments under bank line of credit                (208,262)    (307,935)
  Principal payments of obligations under
    capital leases                                              --      (46,161)
  Advances from (repayments to) related parties            (30,628)     (24,928)
                                                         ---------    ---------

            Net cash (used by) financing activities       (305,246)     (11,139)
                                                         ---------    ---------

Net (decrease) increase in cash                           (131,603)      30,855

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

Cash, end of period                                      $  67,831    $ 184,699
                                                         ---------    ---------

Supplemental disclosure of cash flow data:
  Interest paid                                          $  81,867    $ 174,363
                                                         ---------    ---------
  Income taxes paid                                      $ 351,596    $  84,015
                                                         ---------    ---------

                  See notes to Condensed Financial Statements.


                                       3
<PAGE>

                            COFFEE HOLDING CO., INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             APRIL 30, 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 April 30, 2002,  its results of operations and its
         cash  flows  for  the  six  months  ended  April  30,  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 and six months ended April 30, 2002 are
         not necessarily  indicative of the results that may be expected for the
         year ending October 31, 2002.

Note 3 - Inventories:

         Inventories  at April 30, 2002 and October  31, 2001  consisted  of the
         following:

                                              April 30,       October 31,
                                                2002             2001
                                             ----------       ----------
         Packed coffee                       $  448,641       $  364,861
         Green coffee                           566,366          566,873
         Packaging supplies                     386,447          419,416
                                             ----------       ----------
         Totals                              $1,401,454       $1,351,150
                                             ----------       ----------


                                       4
<PAGE>

                            COFFEE HOLDING CO., INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             APRIL 30, 2002 AND 2001
                                   (Unaudited)

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 April 30, 2002,  the Company held options  (generally  with terms of
         two months or less) covering an aggregate of 3,750,000  pounds of green
         coffee  beans at a price of $0.55 per pound.  The fair market  value of
         these options,  which was obtained from a major financial  institution,
         was $75,938 at April 30, 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 April  30,  2002,  the  futures
         contracts held by the Company were immaterial.

Note 5 - Line of credit:

         The  outstanding  balance under a line of credit  agreement with a bank
         was  $2,130,954  at April 30, 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 six months ended
         April 30, 2002 and 2001.

Note 7 - Major customer:

         For the six months ended April 30, 2002,  sales to two  customers  were
         each in  excess of 10% of the  Company's  total  sales.  Sales to these
         customers  were  approximately  $  1,890,000  and $  1,400,000  and the
         corresponding   accounts  receivable  at  April  30,  2002  from  these
         customers were approximately $163,400 and $207,300 respectively.


                                       5
<PAGE>

                            COFFEE HOLDING CO., INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                             April 30, 2002 AND 2001
                                   (Unaudited)

Note 8 - Major suppliers:

         During the six months ended April 30, 2002, purchases from one supplier
         was in excess of 10% of the Company's  total  purchases and  aggregated
         approximately  $1,795,000.  At April 30, 2002, the approximate  amounts
         due to these suppliers included in accounts payable were $53,100.

Note 9 - Additional Capital (Finder's fee agreement):

         On February  20,  2002,  the Company  entered  into an  agreement  with
         Richmond  Hillcrest & Co., Inc. (RHCI) whereas the Company utilizes the
         services of RHCI to assist in the identification of possible additional
         investors.  The Company will  compensate  RHCI,  if either  directly or
         indirectly,  an  investment  is made  by any  introduced  parties.  The
         Company agrees to pay RHCI (a) Three percent of the proceeds (or value)
         so invested in the Company, and (b) a warrant to purchase 17,500 shares
         of the Company's  common stock at an exercise  price of $4.00 per share
         per every $1,000,000 invested in the Company.  The warrant shall be for
         a period of five years and contain a provision for cashless exercise.

         In the event that an investor invests additionally in the Company after
         the initial investment is made, the Company will pay RHCI an additional
         fee of two  percent  of any such  additional  funds  (or  value)  later
         invested.  These compensation  provisions as to subsequent  fundings of
         the  Company  shall  last for a period of six  months  from the date of
         termination.

         This  agreement has a term of ninety days from the contract date unless
         the Company accepts  additional  investments from an investor.  In this
         case the Company will  compensate  RHCI for a period of six months from
         the date of the termination of the agreement.

         To date no funds have been raised under this agreement.


                                       6
<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.

Critical Accounting Policies and Estimates

      The  preparation  of  financial  statements  and  related  disclosures  in
conformity with accounting  principles  generally  accepted in the United States
requires  management to make estimates and  assumptions  that affect the amounts
reported in the unaudited Condensed Financial Statements and accompanying notes.
Estimates are used for, but not limited to, the accounting for the allowance for
doubtful accounts, inventories, income taxes and loss contingencies.  Management
bases its estimates on historical  experience  and on various other  assumptions
that are believed to be reasonable under the circumstances. Actual results could
differ from these estimates under different assumptions or conditions.


                                       7
<PAGE>

      Coffee Holding believes the following critical accounting policies,  among
others,  may be impacted  significantly  by judgment,  assumptions and estimates
used  in the  preparation  of the  unaudited  Consolidated  Condensed  Financial
Statements:

      o     Coffee Holding  recognizes revenue in accordance with Securities and
            Exchange  Commission  Staff  Accounting  Bulletin No. 101,  "Revenue
            Recognition  in Financial  Statements"  ("SAB 101").  Under SAB 101,
            revenue is  recognized  at the point of passage to the  customer  of
            title  and  risk  of  loss,  there  is  persuasive  evidence  of  an
            arrangement, the sales price is determinable,  and collection of the
            resulting receivable is reasonably assured. Coffee Holding generally
            recognizes revenue at the time of shipment.  Sales are reflected net
            of discounts and returns.

      o     The  allowance  for doubtful  accounts is  maintained to provide for
            losses arising from customers'  inability to make required payments.
            If there is a  deterioration  of our  customers'  credit  worthiness
            and/or  there  is an  increase  in  the  length  of  time  that  the
            receivables  are past due greater  than the  historical  assumptions
            used, additional allowances may be required.

      o     Inventories  are  stated  at the  lower  of cost  (determined  on an
            average cost basis) or market. Based on our assumptions about future
            demand and market conditions, inventories are written-down to market
            value. If our  assumptions  about future demand change and/or actual
            market   conditions  are  less   favorable  than  those   projected,
            additional write-downs of inventories may be required.

Six Months Ended April 30, 2002 Compared to the Six Months Ended April 30, 2001

      Net sales  totaled  $8,534,845  for the six months ended April 30, 2002, a
decrease of $2,165,653 or 20.2% from  $10,700,498  in the six months ended April
30, 2001.  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  14.0% to 233 during the six months  ended  April 30,  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.
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 second 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.


                                       8
<PAGE>

      Cost of sales in the six months  ended April 30, 2002 was  $6,366,749,  or
74.6% of net sales, as compared to $8,130,632,  or 76.0% of net sales in the six
months ended April 30,  2001.  Cost of sales  consists  primarily of the cost of
green coffee and packaging materials and realized and unrealized gains or losses
on hedging activity. The decrease in cost of sales primarily was attributable to
the decline in green coffee purchase prices.  As the price of coffee is cyclical
and  volatile  and subject to many  factors,  including  weather,  politics  and
economics,  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  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.

      Coffee  Holding's  gross profit in the first six months of fiscal 2002 was
$2,168,096,  a decrease of $401,770, or 15.6%, from $2,569,866 in the six months
ended  April  30,  2001.  However,  gross  profit as a  percentage  of net sales
increased  by 1.4% to 25.4% in the first six  months of fiscal  2002 from 24% 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 decreased $23,267,  or 1.6%, to $1,472,916 in the
first six  months of fiscal  2002  from  $1,496,183  in the first six  months of
fiscal 2001 due primarily to a  corresponding  decrease in selling,  general and
administrative expenses.  Selling and administrative expenses were $1,316,045 in
the first six  months of fiscal  2002,  a decrease  of  $22,638,  or 1.7%,  from
$1,338,683  in the  first  six  months  of  2001.  The  decrease  was  primarily
attributable  to decreases in advertising  and  promotional  expenses which were
unusually high in the 2001 period and sales commissions.  Coffee Holding expects
advertising and promotional expenses to increase in the future as Coffee Holding
participates  in  national  and  regional  shows to  promote  its brands and its
private label products.  As a percentage of net sales,  total operating expenses
increased 3.4% from 14.0% in the six months ended April 30, 2001 to 17.4% in the
six  months  ended  April 30,  2002.  This  change  reflects  the fact that many
components of selling, general and administrative  expenses,  including shipping
costs, remained flat as the dollar value of sales decreased.

      Interest expense,  net of interest income,  decreased  $80,843,  or 49.1%,
from  $164,504  in the six  months  ended  April 30,  2001 to $83,661 in the six
months ended April 30, 2002. The decrease was  attributable  to a decline in the
average  borrowings  outstanding on its line of credit with Wells Fargo Business
Credit and on the term loan. The decrease is also attributable to lower interest
rates  on  outstanding  borrowings.   Rates  of  interest  on  Coffee  Holding's
outstanding  borrowings  are tied to the prime rate.  As the prime rate 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 before taxes of $611,519 in the first six months
of fiscal 2002  compared to income  before taxes of  $1,073,683 in the first six
months of fiscal 2001. The decrease was  attributable  primarily to the decrease
in gross profit.

      Coffee Holding's provision for income taxes for the six months ended April
30, 2002  totaled  $258,000  compared to $416,000 for the six months ended April
30, 2001. As a result,  Coffee  Holding had net income of $353,519,  or $.09 per
share,  in the  first  six  months  of fiscal  2002  compared  to net  income of
$493,179, or $.12 per share, in the first six months of fiscal 2001.


                                       9
<PAGE>

Three Months Ended April 30, 2002 Compared to the Three Months Ended
April 30, 2001

      Net sales totaled  $4,037,803 for the three months ended April 30, 2002, a
decrease of $1,128,667 or 21.8% from  $5,166,470 in the three months ended April
30, 2001.  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  6.0% to 233 during the three  months  ended April 30, 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.
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 second 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 April 30, 2002 was $3,112,036,  or
77.1% of net sales,  as  compared  to  $3,978,589,  or 77.0% of net sales in the
three months ended April 30, 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  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.

      Coffee  Holding's  gross  profit in the second  quarter of fiscal 2002 was
$925,767, a decrease of $262,114,  or 22.1%, from $1,187,881 in the three months
ended April 30, 2001. Gross profit as a percentage of net sales was 22.9% in the
second  quarter of fiscal  2002  compared to 23.0% for the same period in fiscal
2001.  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 decreased $167,145,  or 20.7%, to $640,336 in the
second quarter of fiscal 2002 from $807,481 in the second quarter of fiscal 2001
due primarily to a corresponding decrease in selling, general and administrative
expenses.  Selling  and  administrative  expenses  were  $569,119  in the second
quarter of fiscal 2002, a decrease of $155,882,  or 21.5%,  from $724,981 in the
second quarter of 2001. The decrease was primarily  attributable to decreases in
advertising  and  promotional  expenses  which


                                       10
<PAGE>

were  unusually  high in the 2001 period and sales  commissions.  Coffee Holding
expects advertising and promotional expenses to increase in the future as Coffee
Holding  participates  in national and regional  shows to promote its brands and
its private  label  products.  As a  percentage  of net sales,  total  operating
expenses  remained flat,  increasing  from 15.6% in the three months ended April
30, 2001 to 15.9% in the three months ended April 30, 2002. This change reflects
the fact that many components of selling,  general and administrative  expenses,
including shipping costs, remained flat as the dollar value of sales decreased.

      Coffee  Holding had income before taxes of $239,157 in the second  quarter
of fiscal 2002 compared to income before taxes of $332,680 in the second quarter
of fiscal 2001. The decrease was attributable primarily to the decrease in gross
profit.

      Coffee  Holding's  provision  for income  taxes for the three months ended
April 30, 2002 totaled $112,900  compared to $151,000 for the three months ended
April 30, 2001. As a result,  Coffee Holding had net income of $126,257, or $.03
per  share,  in the  second  quarter of fiscal  2002  compared  to net income of
$181,680, or $.05 per share, in the second quarter of fiscal 2001.

Liquidity and Capital Resources

      As of April 30,  2002,  Coffee  Holding had a working  capital  deficit of
approximately $408,000, which represented a $1,925,000 decrease from its working
capital  of  approximately  $1,517,000  as of  October  31,  2001,  and a  total
stockholders'  equity of $1,096,541,  which increased by $353,519 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 to 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 in future periods.

      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.  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
April 30, 2002).  Interest on the term loan is payable monthly at the prime rate
plus .75% (an effective rate of 5.50% at April 30, 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 April 30,  2002,  the line of credit had an  outstanding  balance of
$2,130,954  as compared to an  outstanding  balance of $2,339,216 at October 31,
2001. The  outstanding  balance under the term loan was $440,000 as of April 30,
2002,  and was  $500,000  at October  31,  2001.  Coffee  Holding had on deposit
$285,874 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 April 30, 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 April 30, 2002.


                                       11
<PAGE>

      Coffee  Holding  had loans  payable to its  stockholders,  all of whom are
members of the Gordon  family,  of $130,352 at April 30, 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.

      In the  first  six  months  of fiscal  2002,  Coffee  Holding's  operating
activities provided net cash of approximately  $181,000 as compared to the first
six months of fiscal 2001 when net cash  provided by  operating  activities  was
approximately  $87,000.  The improved cash flow from operations in the first six
months of fiscal 2002 was  primarily due to the fact that only $324,268 was used
to pay down  accounts  payable and  accrued  expenses in the first six months of
2002 as compared  to a $479,110  outlay of cash for these items in the first six
months of 2001 and an  increase in the  collection  of  accounts  receivable  of
approximately  $175,000 to $380,310 for the six months ended April 30, 2002 from
$205,188 for the six months ended April 30, 2001, partially offset by a $191,385
increase in cash used on purchasing inventory.  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.

      During the six months ended April 30, 2002,  Coffee Holding used $6,962 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 $305,246 of cash in financing  activities in the
six months ended April 30, 2002,  including  $208,262 to reduce its bank line of
credit,  $60,000 in payments on the term loan and  $30,628 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  April  30,  2002,   Coffee  Holding's  debt  consisted  of
approximately  $130,000  of fixed  rate  debt and  approximately  $2,571,000  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.


                                       12
<PAGE>

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.

      At April 30, 2002,  Coffee Holding held options  (generally  with terms of
two months or less)  covering an aggregate  of 3,750,000  pounds of green coffee
beans at a price of $.55 per  pound.  The fair  market  value of these  options,
which was obtained from a major financial institution,  was $75,938 at April 30,
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 April 30, 2002, the futures contracts held by Coffee
Holding were immaterial.


                                       13
<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) Exhibits

            None

        (b) Reports on Form 8-K

            None


                                       14
<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)

June 14, 2002

                                       15