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

                                   FORM 10-QSB

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

      For the quarterly period ended July 31, 2001

                                       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 |X| No |_|.

As of July 31, 2001, the Registrant  had 3,999,650  shares of common stock,  par
value $.001 per share, outstanding.


<PAGE>

                                     PART I

                            COFFEE HOLDING CO., INC.

ITEM 1.    FINANCIAL STATEMENTS


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                            PAGE
                                                                            ----
CONDENSED BALANCE SHEETS
     JULY 31, 2001 AND OCTOBER 31, 2000                                    F-2

CONDENSED STATEMENTS OF OPERATIONS
     NINE AND THREE MONTHS ENDED JULY 31, 2001 AND 2000                    F-3

CONDENSED STATEMENTS OF CASH FLOWS
     NINE MONTHS ENDED JULY 31, 2001 AND 2000                              F-4

NOTES TO CONDENSED FINANCIAL STATEMENTS                                    F-5/6

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                       JULY 31, 2001 AND OCTOBER 31, 2000
<TABLE>
<CAPTION>
                                                                   July        October
                                              ASSETS             31, 2001      31, 2000
                                                               -----------    -----------
                                                               (Unaudited)    (See Note 2)
<S>                                                            <C>           <C>
Current assets:
     Cash                                                      $   243,159   $   153,844
     Due from broker                                               315,031       138,555
     Accounts receivable, net of allowance for
        doubtful accounts of $200,510                            1,700,618     2,066,964
     Inventories                                                 1,300,497     1,466,050
     Prepaid expenses and other current assets                     148,935        68,582
                                                               -----------   -----------
           Total current assets                                  3,708,240     3,893,995
Property and equipment, net                                      1,694,147     1,825,648
Cash equivalents restricted under credit facility                  275,226       261,038
Deposits and other assets                                            7,800        16,796
                                                               -----------   -----------
           Totals                                              $ 5,685,413   $ 5,997,477
                                                               ===========   ===========

                                       LIABILITIES AND
                                    STOCKHOLDERS' EQUITY
Current liabilities:
     Current portion of term loan                              $   120,000   $   114,552
     Current portion of obligations under capital leases                          46,161
     Accounts payable and accrued expenses                       1,950,213     2,671,094
                                                               -----------   -----------
           Total current liabilities                             2,070,213     2,831,807
Term loan, net of current portion                                  410,000        77,563
Borrowings under line of credit                                  2,346,213     2,617,702
Loans from related parties                                         152,989       245,261
                                                               -----------   -----------
           Total liabilities                                     4,979,415     5,772,333
                                                               -----------   -----------
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                                    620,083       620,083
     Retained earnings (accumulated deficit)                        81,915      (398,939)
                                                               -----------   -----------
           Total stockholders' equity                              705,998       225,144
                                                               -----------   -----------
           Totals                                              $ 5,685,413   $ 5,997,477
                                                               ===========   ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF OPERATIONS
               NINE AND THREE MONTHS ENDED JULY 31, 2001 AND 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Nine Months                   Three Months
                                               Ended July 31,                 Ended July 31,
                                      ----------------------------    ----------------------------
                                          2001            2000            2001             2000
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>
Net sales                              $15,465,450     $14,021,517      $4,764,952      $3,956,506
Cost of sales                           12,216,240      11,761,916       4,085,608       3,334,691
                                       -----------     -----------      ----------      ----------
Gross profit                             3,249,210       2,259,601         679,344         621,815
                                       -----------     -----------      ----------      ----------
Operating expenses:
     Selling and administrative          1,966,404       1,368,606         627,721         440,878
     Officers' salaries                    236,250         213,912          78,750          74,499
                                       -----------     -----------      ----------      ----------
        Totals                           2,202,654       1,582,518         706,471         515,377
                                       -----------     -----------      ----------      ----------
Income (loss) from operations            1,046,556         677,083         (27,127)        106,438
                                       -----------     -----------      ----------      ----------

Other income (expense):
     Interest expense, net                (203,702)       (226,915)        (39,198)        (78,552)
     Other income                           47,000                          47,000
                                       -----------     -----------      ----------      ----------
        Totals                            (156,702)       (226,915)          7,802         (78,552)
                                       -----------     -----------      ----------      ----------
Income (loss) before income taxes          889,854         450,168         (19,325)         27,886
Provision (credit) for income taxes        409,000         165,000          (7,000)          8,000
                                       -----------     -----------      ----------      ----------
Net income (loss)                      $   480,854     $   285,168      $  (12,325)     $   19,886
                                       ===========     ===========      ==========      ==========
Basic earnings per share               $       .12     $       .07      $       --      $       --
                                       ===========     ===========      ==========      ==========
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 STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JULY 31, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         2001            2000
                                                                     ------------    ------------
<S>                                                                  <C>             <C>
Operating activities:
     Net income                                                      $    480,854    $    285,168
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                     189,000         173,455
        Deferred income taxes                                             (92,000)
        Changes in operating assets and liabilities:
           Due from broker                                               (176,476)        181,462
           Accounts receivable                                            366,346       1,002,437
           Inventories                                                    165,553          19,659
           Prepaid expenses and other current assets                       11,647          34,889
           Deposits and other assets                                        8,996         (62,333)
           Accounts payable and accrued expenses                         (720,881)     (1,241,073)
                                                                     ------------    ------------
               Net cash provided by operating activities                  233,039         393,664
                                                                     ------------    ------------

Investing activities - purchases of property and equipment                (57,499)        (80,002)
                                                                     ------------    ------------
Financing activities:
     Proceeds from term loan                                              407,885
     Principal payments on term loan                                      (70,000)        (65,488)
     Increase in cash equivalents restricted under credit facility        (14,188)       (256,377)
     Advances under bank line of credit                                16,903,093      16,264,760
     Repayments under bank line of credit                             (17,174,582)    (16,684,352)
     Principal payments of obligations under capital leases               (46,161)       (171,994)
     Advances from (repayments to) related parties                        (92,272)        270,996
     Capital contribution                                                                 262,988
                                                                     ------------    ------------
               Net cash used in financing activities                      (86,225)       (379,467)
                                                                     ------------    ------------
Net increase (decrease) in cash                                            89,315         (65,805)
Cash, beginning of period                                                 153,844         265,044
                                                                     ------------    ------------

Cash, end of period                                                  $    243,159    $    199,239
                                                                     ============    ============
Supplemental disclosure of cash flow data:
     Interest paid                                                   $    208,159    $    222,968
                                                                     ============    ============
     Income taxes paid                                               $    131,811
                                                                     ============
</TABLE>


See Notes to Condensed Financial Statements.


                                      F-4
<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 July 31, 2001,  its results of  operations  for the nine
      and three  months  ended July 31, 2001 and 2000 and its cash flows for the
      nine  months  ended July 31,  2001 and 2000.  Information  included in the
      condensed  balance  sheet as of October 31, 2000 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,  2000 (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 conformity 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 nine and three  months  ended July 31, 2001 are
      not  necessarily  indicative  of the results  that may be expected for the
      year ending October 31, 2001.

Note 3 - Inventories:

      Inventories  at July 31,  2001  and  October  31,  2000  consisted  of the
      following:

                                                 July             October
                                                31, 2001          31, 2000
                                               ----------       ----------
            Packed coffee                      $  336,689       $  280,764
            Green coffee                          538,684          813,320
            Packaging supplies                    425,124          371,966
                                               ----------       ----------
               Totals                          $1,300,497       $1,466,050
                                               ==========       ==========


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 - Hedging and trading:

      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.  During the quarter ended July 31, 2001,  the Company
      increased  its  level of  futures  contracts  in order  to (i)  secure  an
      adequate  supply of green  coffee for its growing  existing  business  and
      potential new business that management believed could be achieved and (ii)
      attempt to benefit from unusually low green coffee prices which management
      anticipated  might increase from nine year lows. The Company's options and
      futures  contracts  may increase  earnings  volatility  in any  particular
      period.

      At July 31, 2001,  the Company held options  (generally  with terms of two
      months or less) covering an aggregate of 1,875,000  pounds of green coffee
      beans at prices ranging from $.5250 to $.5500 per pound. The fair value of
      these options, which was obtained from a major financial institution,  was
      $14,544 at July 31, 2001.

      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 July 31,  2001,  the Company held a
      futures  contract  for the  purchase of  5,362,500  pounds of coffee at an
      average price of $.5957 per pound for the  September  2001  contract.  The
      market price of coffee  applicable to such  contracts was $.5195 per pound
      at that date.

Note 5 - 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 nine and three  months ended
      July 31, 2001 and 2000.

Note 6 - Major customer:

      Approximately  13% and 19% of the  Company's  sales were  derived from one
      customer   during  the  nine   months   ended  July  31,  2001  and  2000,
      respectively.

                                      * * *


                                      F-6
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

Forward-Looking Statements

      The Private Securities  Litigation Reform Act of 1995 (the "Act") provides
a safe  harbor  for  forward-looking  statements  made by or on behalf of Coffee
Holding Co., Inc. (the  "Company" or "Coffee").  Coffee and its  representatives
may from time to time make written or oral forward-looking statements, including
statements contained in this report and in our other filings with the Securities
and  Exchange  Commission  (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 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 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.

Nine Months  Ended July 31, 2001 ("Nine  Months  2001")  Compared to Nine Months
Ended July 31, 2000 ("Nine Months 2000")

      Net sales  totaled  $15,465,450  in the Nine Months  2001,  an increase of
$1,443,933 or 10% from  $14,021,517  in the Nine Months 2000.  Although  selling
prices in the Nine  Months  2001 were lower than in the Nine  Months  2000,  the
Company  increased its sales of coffee as volume sold more than offset the lower
selling  prices.   Retail  and  wholesale  selling  prices  of  coffee  declined
throughout  the fiscal year ended  October 31, 2000 and beginning of fiscal 2001
as a result  of price  reductions  by the large  national  brands.  Because  the
Company  was able to  purchase  green  coffee at  favorable  prices,  it held an
inventory  position that permitted it to increase  promotional  activity  (e.g.,
price  incentives  for  volume  purchases)  in the  private  label  area,  which
increased sales without an adverse impact on margins.  In addition,  the Company
had increased sales of gourmet green coffee to new and existing customers.

      Cost of sales in the Nine Months 2001 was $12,216,240 or 79% of net sales,
as compared to  $11,761,916,  or 84% of net sales in the Nine Months  2000.  The
decrease as a percentage  of sales was  primarily as a result of the decrease in
green coffee purchase prices.

      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 have the effect of
increasing  earnings  volatility in any particular period. At July 31, 2001, the
Company held options  (generally  with terms of two months or less)  covering an
aggregate  of  1,875,000  pounds of green  coffee  beans at prices  ranging from
$.5250 to $.5500 per pound.  The fair market value of these  options,  which was
obtained from a major financial  institution,  was $14,544 at July 31, 2001. 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 July 31, 2001, the Company held futures contracts for the purchase of
5,362,500  pounds  of  coffee at an  average  price of $.5957  per pound for the
September 2001 contract. The market price of coffee applicable to such contracts
was  $.5195  per pound at that  date.  For the Nine


                                       3
<PAGE>

Months  2001,  the  Company  recorded a net trading  loss of $539,095  which was
charged to cost of sales,  as compared to a net trading  loss of $28,149 for the
Nine Months 2000.

      The  Company's  gross  profit in the Nine Months 2001 was  $3,249,210,  an
increase of  $989,609 or 44% from  $2,259,601  in the Nine  Months  2000.  Gross
profit as a  percentage  of net sales  increased by 5% to 21% in the Nine Months
2001  from 16% in the Nine  Months  2000.  The  increase  of gross  profit  as a
percentage of sales was primarily  attributable  to improved  margins on gourmet
green coffee sales. Selling prices of gourmet green coffee are less sensitive to
changes in commodity prices. Gourmet green coffee, unlike other coffee, does not
trade in direct relation to the actual daily price fluctuations on the commodity
market.  Instead,  it  tends to trade on a  negotiated  basis.  As green  coffee
purchase prices declined,  the Company's  selling prices of gourmet green coffee
remained relatively constant.

      Selling and  administrative  expenses  were  $1,966,404 in the Nine Months
2001, an increase of $597,798 or 44% from $1,368,606 in the Nine Months 2000. As
a percentage of net sales, this change represented a 3% increase from 10% in the
Nine Months 2000 to 13% in the Nine Months  2001.  The  increase  was  primarily
attributable  to increases in  advertising  and  promotion  expenses,  utilities
costs,  freight  expenses and  commission  expense.  Advertising  and  promotion
expenses  were  higher by  $133,000 as the  Company  increased  its  promotional
activities. Utilities costs were approximately $101,000 higher in the period due
to increased  manufacturing  activities as a result of the  increased  volume of
coffee sold and higher electricity and heating costs generally. Freight expenses
were $70,000  higher due to higher  volumes of coffee shipped and costs incurred
as the Company  shipped more products to the western United States.  Commissions
increased  approximately  $81,000. The Company pays commissions primarily on its
sales of its private label and branded coffees.  As the volume of coffee sold in
these areas increased, the Company's commission expense increased.

      Interest  expense,  net decreased $23,213 or 10% from $226,915 in the Nine
Months 2001 to $203,702 in the Nine Months 2001 due to lower  interest rates and
a decrease in outstanding balances on its credit facilities.

      Primarily  as a result of the  increase in sales and gross  profit and the
decrease  in cost of  sales as a  percentage  of net  sales  that  exceeded  the
increase in operating  expenses in the Nine Months 2001,  the Company had income
of $889,854  before  income taxes in the Nine Months 2001  compared to income of
$450,168 before income taxes in the Nine Months 2000.

      The provision  for income taxes in the Nine Months 2001 totaled  $409,000,
which  represented a combined  Federal,  state and local income tax rate of 45%.
The provision for income taxes in the Nine Months 2000 totaled  $165,000,  which
represented a combined Federal,  state, and local income tax rate of 45% reduced
by utilization of previously reserved net operating loss carry-forwards.

      As a result,  the Company had net income of $480,854,  or $0.12 per share,
in the Nine Months 2001 compared to net income of $285,168,  or $0.07 per share,
in the Nine Months 2000.

Three Months Ended July 31, 2001 ("Three Months 2001")  Compared to Three Months
Ended July 31, 2000 ("Three Months 2000")

      Net sales  totaled  $4,764,952  in the Three Months  2001,  an increase of
$808,446 or 20% from  $3,956,506  in the Three  Months  2000.  Although  selling
prices in the Three Months 2001 were lower than in the Three  Months  2000,  the
Company  increased its sales of coffee as volume sold more than offset the lower
selling  prices.   Retail  and  wholesale  selling  prices  of  coffee  declined
throughout  the fiscal year ended  October 31, 2000 and the  beginning of fiscal
2001 as a result of price reductions by the large national brands in response to
declining green coffee purchase prices. Because the Company was able to purchase
green coffee at favorable prices,  it held an inventory  position that permitted
it  to  increase   promotional  activity  (e.g.,  price  incentives  for  volume
purchases) in the private label area which enabled the company to increase sales
and return its market share with its larger  accounts  without an adverse impact
on gross margins. In addition,  the Company had increased sales of gourmet green
coffee to new and existing customers.

      Cost of sales in the Three Months 2001 was $4,085,608 or 86% of net sales,
as compared to $3,334,691,  or 84% of net sales in the Three Months 2000.  Lower
costs due to decreases in green coffee  purchase prices were more than offset by
net trading losses as explained below.


                                       4
<PAGE>

      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 have the effect of
increasing  earnings  volatility in any  particular  period.  During the quarter
ended July 31, 2001,  the Company  increased  its level of futures  contracts in
order to (i) secure an adequate supply of green coffee for its growing  existing
business and potential new business that  management  believed could be achieved
and (ii)  attempt  to benefit  from  unusually  low green  coffee  prices  which
management  anticipated  might  increase  from nine year lows.  The  Company was
aggressively  bidding on new business and wanted to protect  itself  against the
possibility of a significant  upturn in green coffee  prices.  When not all such
potential  new  business  was  achieved  and the price of green  coffee  did not
increase,  management  decided to close out some of its  futures  contracts  and
recorded the related losses  currently,  rather than  converting all of its open
positions to physical inventory. For the Three Months 2001, the Company recorded
a net trading loss of $566,173  which was charged to cost of sales,  as compared
to a net trading loss of $49,063 for the Three Months 2000.

      The  Company's  gross  profit in the Three  Months 2001 was  $679,344,  an
increase of $57,529 or 9% from  $621,815 in the Three Months 2000.  Gross profit
as a  percentage  of net sales  decreased  by 2% to 14% in the Three Months 2001
from 16% in the Three Months 2000.  The decrease of gross profit as a percentage
of sales was  primarily  attributable  to the net trading loss  described  above
partially  offset by improved  margins on gourmet  green coffee  sales.  Selling
prices of gourmet  green  coffee  are less  sensitive  to  changes in  commodity
prices.  Gourmet  green coffee,  unlike other  coffee,  does not trade in direct
relation  to the  actual  daily  price  fluctuations  on the  commodity  market.
Instead,  it tends to trade on a  negotiated  basis.  As green  coffee  purchase
prices declined,  the Company's  selling prices of gourmet green coffee remained
relatively constant.

      Selling and  administrative  expenses  were  $627,721 in the Three  Months
2001,  an increase of $186,843 or 42% from $440,878 in the Three Months 2000. As
a percentage of net sales, this change represented a 2% increase from 11% in the
Three Months 2000 to 13% in the Three Months  2001.  The increase was  primarily
attributable  to an increase in advertising  and promotion  expenses,  utilities
costs, freight expenses and commissions. Advertising and promotion expenses were
higher by $17,000.  Utilities  costs were  approximately  $33,000  higher in the
period due to increased  manufacturing  activities  as a result of the increased
volume of coffee sold and higher  electricity costs generally.  Freight expenses
were $44,000  higher due to higher  volumes of coffee shipped and costs incurred
as the Company  shipped more products to the western United States.  Commissions
increased  approximately  $18,000. The Company pays commissions primarily on its
sales of its private label and branded coffees.  As the volume of coffee sold in
these areas increased, the Company's commission expense increased.

      Interest  expense,  net decreased $39,354 or 50% from $78,552 in the Three
Months 2000 to $39,198 in the Three Months 2001 due to lower  interest rates and
a decrease in outstanding  balances on its credit  facilities.  This result also
included approximately $20,000 in interest income.

      Primarily as a result of the increase in operating  expenses that exceeded
the  effects of the  increase  in gross  profit in the Three  Months  2001,  the
Company  had a loss of $19,325  before  income  taxes in the Three  Months  2001
compared to income of $27,886 before income taxes in the Three Months 2000.

      The credit for income taxes in the Three Months 2001 totaled $7,000, which
represented  a combined  Federal,  state and local  income tax rate of 36%.  The
provision  for income  taxes in the Three  Months  2000  totaled  $8,000,  which
represented a combined Federal, state, and local income tax rate of 29%.

      As a result, the Company had a net loss of $12,325, or less than $0.01 per
share,  in the Three Months 2001  compared to net income of $19,886 or less than
$0.01 per share, in the Three Months 2000.

Liquidity and Capital Resources

      The  Company  had net  income of  approximately  $481,000  during the Nine
Months 2001. As of July 31, 2001, the Company had total stockholders'  equity of
$706,000,  which  increased by $481,000 from its total  stockholders'  equity of
$225,000 as of October 31, 2000, and a cash balance of $243,000 which  increased
by $89,000 from its cash balance of $154,000 as of October 31, 2000. The Company
had working capital of approximately  $1,638,000 as of July 31, 2001 compared to
working  capital of  $1,062,000 as of October 31, 2000.  The  Company's  working
capital  increased by $576,000 during the Nine Months 2001 primarily as a result
of net  income  generated  and  additional  borrowings  under  its term  loan of
approximately $400,000 as further explained below.

      As of November 29, 2000,  the Company  extended the maturity of its credit
facility with Wells Fargo  Business  Credit 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 the
Company'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 7.25% at July 31,  2001).  Interest on the term
loan is payable  monthly at the prime rate plus .75% (an effective rate of 7.50%
at July 31, 2001).


                                       5
<PAGE>

Principal  payments on the term loan are payable monthly at $7,276 and beginning
January 1, 2001, are payable monthly at $10,000. Andrew Gordon and David Gordon,
directors and officers of the Company, each have guaranteed borrowings under the
credit facility up to $500,000.

      As of July 31,  2001,  the line of credit  had an  outstanding  balance of
$2,346,000,  as compared to an outstanding  balance of $2,618,000 at October 31,
2000.  The  outstanding  balance under the term loan was $530,000 as of July 31,
2001.  The Company has on deposit  approximately  $275,000 in a cash  collateral
account to collateralize  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 long-term liabilities
in the  Company's  July 31, 2001 balance sheet based on the amended terms of the
credit facility  whereby the Company may either defer principal  payments until,
or make installment payments through, November 20, 2002.

      The Company had loans payable to its stockholders, all of whom are members
of the Gordon family,  of $153,000 at July 31, 2001. The loans are due on demand
and bear  interest  at 10%.  The Company  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.

      During the Nine  Months  2001,  the  Company's  operating,  investing  and
financing activities provided net cash of $89,000 , primarily as a result of net
income of $481,000  generated  during the period,  the proceeds of $408,000 from
the  borrowings  under the term loan and  decreases  in accounts  receivable  of
$366,000 and inventory of $166,000 , which were offset by a decrease in accounts
payable of $721,000  and an  increase in amount due from broker of $176,000  and
net repayments on the line of credit and other debt totaling $480,000.

      During  the Nine  Months  2001,  the  Company  used  $208,000  of its cash
resources to make interest  payments on its line of credit term loan and capital
lease  obligations.  Capital  expenditures  for property and  equipment  totaled
$57,000 for the period.  Although  management  presently  expects  that  capital
expenditures  for property and equipment will not be material in fiscal 2001, if
the  Company's  sales volume  increases  significantly,  the Company may need to
acquire additional equipment.

      The  Company  anticipates  that it will  be able to fund  its  operations,
including  paying  its  liabilities,  funding  capital  expenditures  and making
required  payments  on its  debts,  in fiscal  2001  through  cash  provided  by
operating  activities  and  borrowings  under its credit  facility.  The Company
believes it could,  if necessary,  obtain  additional  loans by  mortgaging  its
headquarters.


                                       6
<PAGE>

                                     PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

None.

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


                                       7
<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,     September 14, 2001
----------------------------     President and Treasurer
Andrew Gordon                    (principal executive
                                 officer and principal
                                 financial officer)


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