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, 2000

                                       OR

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

         For the transition period from ____________ to _______________.

                           Commission file No. _______

                            COFFEE HOLDING CO., INC.
             (Exact name of registrant as specified in its charter)

          Nevada                                              11-2238111
(state or other jurisdiction of                              (IRS employer
incorporation or organization)                            identification number)

4401 First Avenue, Brooklyn, New York                           11232
(address of principal executive offices)                      (zip code)

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

      Securities registered pursuant to Section 12(b) of the Act:

                                      None
                                      ----
                                (Title of Class)

      Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                      ----
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.      Yes___    No X.

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


<PAGE>

                                     PART I

                            COFFEE HOLDING CO., INC.

ITEM 1. FINANCIAL STATEMENTS


<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                        PAGE
                                                                        ----

CONDENSED BALANCE SHEETS
  APRIL 30, 2000 AND OCTOBER 31, 1999                                   F-2

CONDENSED STATEMENTS OF OPERATIONS
  SIX AND THREE MONTHS ENDED APRIL 30, 2000 AND 1999                    F-3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY)
  SIX MONTHS ENDED APRIL 30, 2000                                       F-4

CONDENSED STATEMENTS OF CASH FLOWS
  SIX MONTHS ENDED APRIL 30, 2000 AND 1999                              F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS                               F-6/9

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                       APRIL 30, 2000 AND OCTOBER 31, 1999

<TABLE>
<CAPTION>
                                                              April        October
                  ASSETS                                    30, 2000       31, 1999
                  ------                                   ----------    -----------
                                                           (Unaudited)   (See Note 1)
<S>                                                        <C>            <C>
Current assets:
     Cash                                                  $   25,652    $  265,044
     Due from broker                                          136,247       281,064
     Accounts receivable, net of allowance for doubtful
        accounts of $232,210 and $227,210                   2,077,910     2,416,700
     Inventories                                            1,640,847     1,478,485
     Cash equivalents restricted under credit facility        250,000
     Prepaid expenses and other current assets                 24,676        59,565
                                                           ----------    ----------
           Total current assets                             4,155,332     4,500,858
Property and equipment, at cost, net of accumulated
     depreciation of $2,023,920 and $1,908,410              1,899,937     1,983,317
Deposits and other assets                                      27,423        27,423
                                                           ----------    ----------

           TOTALS                                          $6,082,692    $6,511,598
                                                           ==========    ==========

                      LIABILITIES AND
               STOCKHOLDERS' EQUITY (DEFICIENCY)
               ---------------------------------

Current liabilities:
     Line of credit borrowings                             $2,551,326
     Current portion of term loan                             235,772    $   87,312
     Current portion of obligations under capital leases      134,894       202,743
     Accounts payable and accrued expenses                  2,524,733     3,709,297
                                                           ----------    ----------
           Total current liabilities                        5,446,725     3,999,352
Term loan, net of current portion                                           192,119
Line of credit borrowings                                                 2,445,130
Obligations under capital leases, net of current portion                     46,161
Loans from related parties                                    426,875       148,014
                                                           ----------    ----------
           Total liabilities                                5,873,600     6,830,776
                                                           ----------    ----------

Commitments and contingencies

Stockholders' equity (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                               743,985       480,997
     Accumulated deficit                                     (538,893)     (804,175)
                                                           ----------    ----------
           Total stockholders' equity (deficiency)            209,092      (319,178)
                                                           ----------    ----------

           Totals                                          $6,082,692    $6,511,598
                                                           ==========    ==========
</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, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                          Six Months                 Three Months
                                        Ended April 30,             Ended April 30,
                                  -------------------------   -------------------------
                                      2000          1999          2000          1999
                                  -----------   -----------   -----------   -----------
<S>                               <C>           <C>           <C>           <C>
Net sales                         $10,065,011   $12,816,431   $ 4,837,226   $ 5,896,982
Cost of sales                       8,427,225    10,862,350     4,067,711     4,976,859
                                  -----------   -----------   -----------   -----------

Gross profit                        1,637,786     1,954,081       769,515       920,123
                                  -----------   -----------   -----------   -----------

Operating expenses:
     Selling and administrative       927,728     1,011,042       413,571       528,019
     Officers' salaries               139,413       139,423        66,923        72,500
                                  -----------   -----------   -----------   -----------
        Totals                      1,067,141     1,150,465       480,494       600,519
                                  -----------   -----------   -----------   -----------

Income from operations                570,645       803,616       289,021       319,604

Interest expense                      148,363       182,195        71,883        83,361
                                  -----------   -----------   -----------   -----------

Income before income taxes            422,282       621,421       217,138       236,243

Provision for income taxes            157,000                     109,000
                                  -----------   -----------   -----------   -----------

Net income                        $   265,282   $   621,421   $   108,138   $   236,243
                                  ===========   ===========   ===========   ===========

Basic earnings per share                 $.07          $.16          $.03          $.06
                                         ====          ====          ====          ====

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.


                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

      CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                         SIX MONTHS ENDED APRIL 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Common Stock            Additional
                                       -----------------------         Paid-in        Accumulated
                                         Shares         Amount         Capital          Deficit           Total
                                       ---------        ------       ----------       -----------      ----------
<S>                                    <C>              <C>           <C>             <C>              <C>
Balance, November 1, 1999              3,999,650        $4,000        $480,997        $(804,175)       $(319,178)

Capital contribution                                                   262,988                           262,988

Net income                                                                              265,282          265,282
                                       ---------        ------        --------        ---------        ---------

Balance, April 30, 2000                3,999,650        $4,000        $743,985        $(538,893)       $ 209,092
                                       =========        ======        ========        =========        =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      2000           1999
                                                                  -----------     ---------
<S>                                                               <C>             <C>
Operating activities:
   Net income                                                     $   265,282     $ 621,421
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
      Depreciation and amortization                                   115,510       123,736
      Bad debts                                                         5,000
      Write-off of deferred mortgage costs                                           55,063
      Changes in operating assets and liabilities:
         Due from broker                                              144,817        38,457
         Accounts receivable                                          333,790       318,181
         Inventories                                                 (162,362)     (378,039)
         Prepaid expenses and other current assets                     34,889        36,152
         Deposits and other assets                                                   12,768
         Accounts payable and accrued expenses                     (1,184,564)     (675,691)
                                                                  -----------     ---------
           Net cash provided by (used in) operating activities       (447,638)      152,048
                                                                  -----------     ---------

Investing activities - purchases of property and equipment            (32,130)      (15,850)
                                                                  -----------     ---------

Financing activities:
   Principal payments on mortgage note payable                                     (600,000)
   Decrease in cash and cash equivalents restricted
     under mortgage note                                                            432,965
   Increase in cash equivalents restricted under
     credit facility                                                 (250,000)
   Principal payments on term loan                                    (43,659)      (43,657)
   Net advances under bank line of credit                             106,196       200,510
   Principal payments of obligations under capital leases            (114,010)     (105,774)
   Advances from (repayments to) related parties                      278,861       (20,242)
   Capital contribution                                               262,988
                                                                  -----------     ---------
           Net cash provided by (used in) financing activities        240,376      (136,198)
                                                                  -----------     ---------

Net decrease in cash                                                 (239,392)           --

Cash, beginning of period                                             265,044            --
                                                                  -----------     ---------

Cash, end of period                                               $    25,652     $      --
                                                                  ===========     =========

Supplemental disclosure of cash flow data:
   Interest paid                                                  $   148,363     $ 170,229
                                                                  ===========     =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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,  2000,  its  results  of
            operations  for the six and three  months  ended  April 30, 2000 and
            1999, its changes in  stockholders'  equity for the six months ended
            April 30, 2000 and its cash flows for the six months ended April 30,
            2000 and  1999.  Information  included  in the  balance  sheet as of
            October 31, 1999 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, 1999 (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, 2000 and
            1999  are not  necessarily  indicative  of the  results  that may be
            expected for the years ending October 31, 2000 and 1999.

Note 3 - Inventories:
            Inventories  at April 30, 2000 and October 31, 1999 consisted of the
            following:

                                                  April              October
                                                 30, 2000            31, 1999
                                               -----------         ----------

              Packed coffee                    $   396,757         $  211,620
              Green coffee                         817,654            892,344
              Packaging supplies                   426,436            374,521
                                               -----------         ----------

                     Totals                     $1,640,847         $1,478,485
                                               ===========         ==========


                                      F-6
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3 - Inventories (concluded):
            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,  2000,  the  Company  held  options  covering an
            aggregate  of  1,725,000  pounds  of green  coffee  beans  which are
            exercisable  in fiscal 2000 at prices ranging from $.95 to $1.10 per
            pound.  The fair market value of these  options,  which was obtained
            from a major financial  institution,  was  approximately  $56,000 at
            April 30, 2000.  Due from broker  includes the effects of unrealized
            hedging gains of $186,010 at April 30, 2000 and  unrealized  hedging
            losses of $198,532 at October 31, 1999.

Note 4 - Credit facility borrowings:
            The Company was obligated for borrowings during the six months ended
            April 30,  2000 and 1999  under a credit  facility  consisting  of a
            revolving  line of credit  and a term loan that  expire in  November
            2000,  as  further  explained  in Note 7 of the  notes to  financial
            statements in the Form 10-K.

            The line of credit provides for maximum of borrowings of $5,000,000.
            The  outstanding  balance  under the line of credit of $2,551,326 at
            April 30,  2000  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 $235,772  at April 30,  2000,  provides  for
            borrowings  of up to the  greater  of 80% of the  cost  of  eligible
            equipment  or $500,000.  As of April 30, 2000,  the Company also had
            $250,000 in a  noninterest  bearing  money  market  account that was
            deposited with the bank during the three months ended April 30, 2000
            to secure outstanding borrowings under the credit facility.

            As of April 30,  2000,  the Company had total  borrowings  under the
            credit  facility  of  approximately  $2,787,000  that are payable no
            later  than  November  2000  and a  working  capital  deficiency  of
            approximately $1,174,000. If management is unable to renegotiate the
            credit  facility or obtain an  alternate  source of  financing,  the
            Company may not be able to continue to operate at its current level.
            Management  believes but cannot assure that the credit facility will
            be  renewed  or  alternate  financing  on  favorable  terms  will be
            obtained.

Note 5 - Income taxes:
            The  Company's  provision  for  income  taxes  for the six and three
            months ended April 30, 2000 and 1999 was comprised as follows:

<TABLE>
<CAPTION>
                                                       Six Months              Three Months
                                                     Ended April 30,          Ended April 30,
                                                  ---------------------    --------------------
                                                    2000         1999        2000         1999
                                                  --------     --------    --------     --------
              <S>                                 <C>          <C>         <C>          <C>
              Federal                             $ 82,000     $     --    $ 53,000     $     --
              State                                 35,000           --      26,000           --
              Local                                 40,000           --      30,000           --
                                                  --------     --------    --------     --------

                 Provision for income taxes       $157,000     $     --    $109,000     $     --
                                                  ========     ========    ========     ========
</TABLE>


                                      F-7
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5 - Income taxes (concluded):
            The  differences  between the tax  provision  computed  based on the
            Company's  pre-tax  income and the applicable  statutory  income tax
            rate and the  Company's  provisions  for  Federal,  state  and local
            income  taxes for the six and three  months ended April 30, 2000 and
            1999 are set forth below:

<TABLE>
<CAPTION>
                                                                            Six Months               Three Months
                                                                          Ended April 30,           Ended April 30,
                                                                       --------------------      --------------------
                                                                         2000        1999          2000        1999
                                                                       --------   ---------      --------   ---------
              <S>                                                      <C>        <C>            <C>        <C>
              Tax provision at statutory rate of 34%                   $172,000   $ 211,000      $ 82,000   $  81,000
              Adjustments for effects of:
                 State income taxes, net of Federal benefit              51,000      68,000        27,000      26,000
                 Change in valuation allowance                          (66,000)   (279,000)                 (107,000)
                                                                       --------   ---------      --------   ---------

                     Provision for income taxes                        $157,000   $      --      $109,000   $      --
                                                                       ========   =========      ========   =========
</TABLE>

            As explained in Note 9 of the notes to financial  statements  in the
            Form  10-K,   the  Company  had   estimated   net   operating   loss
            carryforwards  remaining  as of October  31,  1999 of  approximately
            $191,000 available to reduce future Federal, state and local taxable
            income.  There were no other  material  temporary  differences as of
            October 31, 1999. Due to the uncertainties related to the extent and
            timing of the  Company's  future  taxable  income,  the  Company had
            offset the estimated  deferred tax assets of  approximately  $89,000
            attributable  to the potential  benefits from the net operating loss
            carryforwards  as of October  31,  1999 by an  equivalent  valuation
            allowance.  During the first  three  months of the six months  ended
            April  30,  2000,  the  Company  reversed  the  estimated  valuation
            allowance of $89,000 and reduced its  provision  for income taxes by
            $66,000 based on the actual  benefits  realized from the utilization
            of the remaining net operating loss carryforwards.

            The Company also had estimated 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.  There were no
            other material  temporary  differences as of any of those dates. Due
            to  the  uncertainties  related  to the  extent  and  timing  of the
            Company's  future  taxable  income,  the Company had also offset the
            estimated 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  the  reductions  in  the  valuation
            allowances  of $279,000  for the six months ended April 30, 2000 and
            $107,000 for the three months ended April 30, 1999,  the Company did
            not recognize  any  provision or credit for Federal  income taxes in
            either period.

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" and
            certain  other  financial  accounting  pronouncements,   as  further
            explained in Note 2 of the notes to financial statements in the Form
            10-K. Diluted earnings per share have not been presented because the
            Company had no potentially  dilutive  securities  outstanding during
            the six and three months ended April 30, 2000 and 1999.


                                      F-8
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 - Major customer:
            Approximately  22% of the  Company's  sales  were  derived  from one
            customer  during the six months  ended  April 30, 2000 and 1999 (see
            Note 11 of the notes to financial statements in the Form 10-K).

Note 8 - Stock option plan:
            As of April  30,  2000,  no  options  had  been  granted  under  the
            Company's  stock  option plan (see Note 12 of the notes to financial
            statements in the Form 10-K).

Note 9 - Related party balances and transactions:
            The Company had loans  payable to its  stockholders  of $426,875 and
            $148,014 at April 30, 2000 and October 31, 1999,  respectively.  The
            loans are due on demand and bear interest at 10%.  Interest  expense
            totaled  approximately  $14,300  and  $10,700  for the six and three
            months ended April 30, 2000, respectively,  and was not material for
            the six and three months ended April 30, 1999.

            During the six months  ended April 30, 2000,  a  stockholder  made a
            capital  contribution of $262,988 to the Company which represented a
            return of a portion of a dividend  paid during a period in which the
            Company was taxed as an "S" Corporation.

            During the six months  ended April 30,  1999,  the Company  loaned a
            total of $300,000 to a stockholder.  The loans, which were repaid in
            February 1999, bore interest at 10% (interest income attributable to
            the loans was not material for the six months ended April 30, 1999).

                                      *  *  *


                                      F-9

<PAGE>

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

Forward Looking Statements

      The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a safe harbor for forward-looking statements made by or on behalf of the
Company. 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 Securities and Exchange
Commission. 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 annual report. We undertake no responsibility
to update any forward-looking statements contained in this report.

Six Months Ended April 30, 2000 Compared to Six Months Ended April 30, 1999

      Net sales totaled $10,065,011 in the six months ended April 30, 2000, a
decrease of $2,751,420 or 21% from $12,816,431 in the six months ended April 30,
1999. The Company's retail selling prices decreased slightly in response to
gradually declining green coffee purchase prices. The decrease was partially
offset by favorable pricing in the Company's wholesale green coffee business. In
addition, the Company lost one of its largest wholesale customers in the quarter
ended January 31, 2000. Although this customer made some purchases during the
quarter ended April 30, 2000, those purchases were significantly below
historical levels and are expected to continue to be below historical levels.
The Company expects its net sales in the next fiscal quarter and for the fiscal
year ended October 31, 2000 to be negatively impacted.

      Cost of sales in the six months ended April 30, 2000 was $8,427,225, or
84% of net sales, as compared to $10,862,350, or 85% of net sales in the six
months ended April 30, 1999. The decrease in cost of sales was attributable to a
gradual decline in green coffee purchase prices enabling the Company to purchase
inventory at lower prices. Although green coffee purchase prices surged in
November and December 1999, that surge was temporary and since the Company had a
sufficient amount of inventory on hand prior to the price surge, it could forego
purchases during the price surge.

      The Company's gross profit in the six months ended April 30, 2000 was
$1,637,786, a decrease of $316,295 or 16% from $1,954,081 in the six months
ended April 30, 1999. Gross profit as a percentage of net sales increased by 1%
to 16% in the six months ended April 30, 2000 from 15% in the six months ended
April 30, 1999. Margins improved primarily due to the overall decline in green
coffee purchase prices.

      Selling and administrative expenses were $927,728 in the six months ended
April 30, 2000, a decrease of $83,314 or 8% from $1,011,042 in the six months
ended April 30, 1999. As a percentage of net sales, this change represented a 1%
increase from 8% in the six months ended April 30, 1999 to 9% in the six months
ended April 30, 2000.


                                       1
<PAGE>

      Interest expense decreased $33,832 or 19% from $182,195 in the six months
ended April 30, 1999 to $148,363 in the six months ended April 30, 2000. This
decrease was due to lower borrowings on the Company's asset based line of
credit.

      Primarily as a result of decreases in cost of sales, operating expenses
and interest expense that exceeded the effects of the decrease in sales in the
six months ended April 30, 2000, the Company had income of $422,282 before
income taxes in the six months ended April 30, 2000 compared to income of
$621,421 before income taxes in the six months ended April 30, 1999.

      The Company's provision for income taxes for the six months ended April
30, 2000 totaled $157,000 whereas it had no provision or credit for income taxes
for the six months ended April 30, 1999. The differences between the tax
provision computed based on the Company's pre-tax income and the applicable
statutory income tax rate and the Company's provisions for Federal, state and
local income taxes for the six months ended April 30, 2000 and 1999 are set
forth below:

<TABLE>
<CAPTION>
                                                                            Six Months
                                                                         Ended April 30,
                                                                         ---------------
                                                                       2000          1999
                                                                    ---------     ---------

<S>                                                                 <C>           <C>
            Tax provision at statutory rate of 34%                  $ 172,000     $ 211,000
            Adjustments for effects of:
                     State income taxes, net of Federal benefit        51,000        68,000
                     Change in valuation allowance                    (66,000)     (279,000)
                                                                    ---------     ---------

                     Provision for income taxes                     $ 157,000     $      --
                                                                    =========     =========
</TABLE>

      As further explained in Note 5 of the notes to the financial statements
elsewhere herein, the Company had estimated net operating loss carryforwards
remaining as of October 31, 1999 of approximately $191,000 available to reduce
future Federal, state and local taxable income. Due to the uncertainties related
to the extent and timing of the Company's future taxable income, the Company had
offset the estimated deferred tax assets of approximately $89,000 attributable
to the potential benefits from the net operating loss carryforwards as of
October 31, 1999 by an equivalent valuation allowance. During the first three
months of the six months ended April 30, 2000, the Company reversed the
estimated valuation allowance of $89,000 and reduced its provision for income
taxes by $66,000 based on the actual benefits realized from the utilization of
the remaining net operating loss carryforwards.

      The Company had also offset the estimated deferred tax assets of
approximately $84,000 and $363,000 attributable to the potential benefits from
the net operating loss carryforwards as of April 30, 1999 and October 31, 1998,
respectively, by equivalent valuation allowances due to the same uncertainties.
As a result of the reduction in the valuation allowance of $279,000, the Company
did not recognize any provision or credit for Federal income taxes for the six
months ended April 30, 1999.

      As a result, the Company had net income of $265,282, or $.07 per share, in
the six months ended April 30, 2000 compared to net income of $621,421, or $.16
per share, in the six months ended April 30, 1999.

Three Months Ended April 30, 2000 Compared to Three Months Ended April 30, 1999

      Net sales totaled $4,837,226 in the three months ended April 30, 2000, a
decrease of $1,059,756 or 18% from $5,896,982 in the three months ended April
30, 1999. The Company's selling prices decreased slightly in response to
gradually declining green coffee purchase prices. In addition, the Company lost
one of its largest wholesale customers in the quarter ended January 31, 2000.
Although this customer made some purchases during the quarter ended April 30,
2000, those purchases were significantly below historical levels and are
expected to continue to be below historical levels. The Company expects its net
sales in the next fiscal quarter and for the fiscal year ended October 31, 2000
to be negatively impacted.

      Cost of sales in the three months ended April 30, 2000 was $4,067,711, or
84% of net sales, as compared to $4,976,859, or 84% of net sales in the three
months ended April 30, 1999. The decrease in cost of sales in the three months
ended April 30, 2000 was attributable to a gradual decline in green coffee
purchase prices enabling the Company to purchase inventory at lower prices.
Although green coffee purchase prices surged in November and December 1999, that
surge was temporary and the Company's inventory position enabled it to forego
purchases during the price surge.

      The Company's gross profit in the three months ended April 30, 2000 was
$769,515, a decrease of $150,608 or 16% from $920,123 in the three months ended
April 30, 1999. Gross profit as a percentage of net sales remained at 16% in the
three


                                       2
<PAGE>

months ended April 30, 2000 as compared to 16% in the three months ended April
30, 1999.

      Selling and administrative expenses were $413,571 in the three months
ended April 30, 2000, a decrease of $114,448 or 22% from $528,019 in the three
months ended April 30, 1999. As a percentage of net sales, this change
represented a 1% decrease from 9% in the three months ended April 30, 1999 to 8%
in the three months ended April 30, 2000.

      Interest expense decreased $11,478 or 14% from $83,361 in the three months
ended April 30, 1999 to $71,883 in the three months ended April 30, 2000.

      Primarily as a result of decreases in cost of sales, operating expenses
and interest expense that exceeded the effects of the decrease in sales in the
three months ended April 30, 2000, the Company had income of $217,138 before
income taxes in the three months ended April 30, 2000 compared to income of
$236,243 before income taxes in the three months ended April 30, 1999.

      The Company's provision for income taxes for the three months ended April
30, 2000 totaled $109,000 whereas it had no provision or credit for income taxes
for the three months ended April 30, 1999. The differences between the tax
provision computed based on the Company's pre-tax income and the applicable
statutory income tax rate and the Company's provisions for Federal, state and
local income taxes for the three months ended April 30, 2000 and 1999 are set
forth below:

<TABLE>
<CAPTION>
                                                                           Three Months
                                                                          Ended April 30,
                                                                          ---------------
                                                                        2000          1999
                                                                     ---------     ---------

<S>                                                                  <C>           <C>
            Tax provision at statutory rate of 34%                   $  82,000     $  81,000
            Adjustments for effects of:
                     State income taxes, net of Federal benefit         27,000        26,000
                     Change in valuation allowance                                  (107,000)
                                                                     ---------     ---------

                     Provision for income taxes                      $ 109,000     $      --
                                                                     =========     =========
</TABLE>

      As explained above, the Company had utilized all of its remaining net
operating loss carryforwards during the first three months of the six months
ended April 30, 2000 and, accordingly, the Company's provision for income taxes
during the three months ended April 30, 2000 was not affected by a change in any
valuation allowance for deferred tax assets. As further explained in Note 5 of
the notes to the financial statements elsewhere herein, the Company had offset
the estimated deferred tax assets of approximately $84,000 and $191,000
attributable to the potential benefits from the net operating loss carryforwards
as of April 30, 1999 and January 31, 1999, respectively, by equivalent valuation
allowances due to the uncertainties related to the extent and timing of the
Company's future taxable income. As a result of the reduction in the valuation
allowance of $107,000, the Company did not recognize any provision or credit for
Federal income taxes for the three months ended April 30, 1999.

      As a result, the Company had net income of $108,138, or $.03 per share, in
the three months ended April 30, 2000 compared to net income of $236,243, or
$.06 per share, in the three months ended April 30, 1999.

Liquidity and Capital Resources

      The Company had net income of approximately $265,000 during the six months
ended April 30,2000. As of April 30, 2000, the Company had total stockholders'
equity of $209,000, which increased by $528,000 from its total stockholders'
deficiency of $319,000 as of October 31, 1999. However, the Company had a cash
balance of $26,000, which decreased by $239,000 from its cash balance of
$265,000 as of October 31, 1999, and a working capital deficiency of
approximately $1,291,000 as of April 30, 2000 compared to working capital of
$502,000 as of October 31, 1999. The Company's working capital deficiency
increased by $1,793,000


                                       3
<PAGE>

during the six months ended April 30, 2000 primarily as a result of the
classification of borrowings of $2,787,000 under the Company's credit facility
as short-term liabilities instead of long-term liabilities as of April 30, 2000,
as further explained below.

      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 $2,551,000 under the line
of credit as of April 30, 2000 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 10% at April 30, 2000). However, the credit facility expires
on November 20, 2000. Accordingly, as of April 30, 2000 total credit facility
borrowings of $2,787,000 were classified as short-term liabilities, whereas as
of October 31, 1999 total credit facility borrowings of $2,637,000 were
classified as long-term liabilities in the accompanying condensed balance
sheets.

      During the six months ended April 30, 2000, the Company's operating
activities used net cash of approximately $448,000 primarily as a result of an
increase in inventories and a decrease in accounts payable and accrued expenses,
which were partially offset by the effects of the net income generated during
the period, adjusted to eliminate the effects of charges for depreciation and
amortization, and an increase in amounts receivable from the Company's broker
and customers.

      During the six months ended April 30, 2000, the Company used approximately
$158,000 of its cash resources to reduce its term loan and capital lease
obligations. Capital expenditures totaled $32,000 during the period and
management expects that the Company's capital expenditures will approximate
those made in fiscal 1999. It also received loans of $106,000 under the line of
credit, short-term advances of $279,000 from a related party and a capital
contribution of approximately $263,000 from a stockholder which represented a
return of a portion of a dividend paid during a period in which the Company was
taxed as an "S" Corporation. In addition, the Company deposited $250,000 in an
interest-bearing money market account as required by its lender to secure its
credit facility.

      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, during fiscal 2000
through cash provided by operating activities and/or short or long-term
borrowings. The Company's line of credit with Nationscredit Commercial Corp.
expires on November 20, 2000. Management is in discussions with the current
lender to renew the line and with other lenders to replace the line, but there
are no assurances that the Company will be able to renew or replace this line.
In the event that the Company is unable to obtain a line of credit, management
believes the Company could obtain loans by mortgaging its headquarters or by
using its equipment as collateral.

Year 2000

      The Year 2000 issue concerns the possible inability of information systems
and non-information systems with embedded technology to properly recognize and
process date sensitive information beyond December 31, 1999. The Company did not
experience any systems problems related to Year 2000 issues. The Company's
information and non-information systems functioned normally. The Company's
business with its suppliers and customers was not affected by Year 2000 issues.
The Company did experience some reduction in inventory purchases from its
wholesale customers in November and December 1999 as the customers did not want
to carry a large inventory ahead of the Year 2000. The Company does not
presently anticipate making any expenditures in the fiscal year ending October
31, 2000 for Year 2000 items.


                                       4
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

Interest Rate Risks

      The Company is subject to market risk from exposure to fluctuations in
interest rates. At April 30, 2000, the Company's long-term debt, other than
capitalized leases, consisted of approximately $427,000 of fixed rate debt and
approximately $2,800,000 of variable rate debt under its revolving line of
credit and term loan. Interest on the variable rate debt was payable primarily
at 1% above a specified prime rate (an effective rate of 10% at April 30, 2000).
The Company does not expect changes in interest rates to have a material effect
on income or cash flows in fiscal 2000, 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 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, 2000, the Company held options covering an
aggregate of 1,725,000 pounds of green coffee beans, which are exercisable in
fiscal 2000 at prices ranging from $.95 to $1.10 per pound. The price per pound
of green coffee on April 28, 2000 was $.95. 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. (See Note 3 to the unaudited condensed financial statements elsewhere
herein.)


                                       5
<PAGE>

                                     PART II

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.


                                       6
<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)



                                       7
<PAGE>

                                INDEX TO EXHIBITS

27    Financial Data Schedule