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, 2002

                                       OR

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

         For the transition period from                 to                .
                                        --------------     --------------

                        Commission file No. 333-00588-NY

                            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                         11232-0005
(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 September 13, 2002, the  Registrant had 3,999,650  shares of common stock,
par value $.001 per share, outstanding.


<PAGE>

                                     PART I

                                                                            PAGE

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

Condensed balance sheets
  July 31, 2002 (unaudited) and October 31, 2001..............................1

Condensed Statements Of Income
  Three And Nine Months Ended July 31, 2002 And 2001 (unaudited)..............2

Condensed Statements Of Cash Flows
  Nine Months Ended July 31, 2002 And 2001 (unaudited)........................3

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS.................................................8

                                     PART II

ITEM 1. LEGAL PROCEEDINGS....................................................15

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................15

ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................................15

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................15

ITEM 5. OTHER INFORMATION....................................................15

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................16

Signatures...................................................................17


<PAGE>



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

                                   - ASSETS -
                                                       July 31,     October 31,
                                                         2002          2001
                                                     -----------    -----------
                                                     (unaudited)
Current assets:
     Cash                                            $   97,510    $  199,434
     Due from broker                                    296,644       274,565
     Accounts receivable, net of allowance
       for doubtful accounts of $200,510
       for each period                                1,539,527     1,901,749
     Inventories                                      1,446,392     1,351,150
     Prepaid expenses and other
       current assets                                    85,901        40,889
                                                     ----------    ----------
         Total current assets                         3,465,974     3,767,787

Property and equipment, net                           1,750,221     1,648,798
Cash equivalents restricted under
  credit facility                                       290,010       279,518
Deposits and other assets                                22,905        16,796
                                                     ----------    ----------
                                                     $5,529,110    $5,712,899
                                                     ==========    ==========

                    - LIABILITIES AND STOCKHOLDERS' EQUITY -

Current liabilities:
     Current portion of term loans                   $  120,000    $  120,000
     Current portion of obligations
       under capital leases                             119,180            --
     Line of credit borrowings                        1,844,040            --
     Accounts payable and accrued expenses            1,292,338     1,747,366
     Income taxes payable                               158,208       222,315
     Loans from related parties                         120,893       160,980
                                                     ----------    ----------
         Total current liabilities                    3,654,659     2,250,661

Term loans, net of current portion                      290,000       380,000
Capital leases, net of current portions                 252,813            --
Line of credit borrowings                                    --     2,339,216
                                                     ----------    ----------
         Total liabilities                            4,197,472     4,969,877
                                                     ----------    ----------

Commitments and contingencies

Stockholders' equity:
     Preferred stock, par value $.001 per
       share; 10,000,000 shares
       authorized; none issued                               --            --
     Common stock, par value $.001 per
       share; 30,000,000 shares authorized,
       3,999,650 shares issued and
       outstanding                                        4,000         4,000
     Additional paid-in capital                         743,985       743,985
     Retained earnings
       (accumulated deficit)                            583,653        (4,963)
                                                     ----------    ----------
         Total stockholders' equity                   1,331,638       743,022
                                                     ----------    ----------
                                                     $5,529,110    $5,712,899
                                                     ==========    ==========

                  See Notes to Condensed Financial Statements.


                                       1
<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF OPERATIONS
               THREE AND NINE MONTHS ENDED JULY 31, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Three Months Ended July 31,        Nine Months Ended July 31,
                                         ---------------------------      ----------------------------
                                            2002             2001             2002            2001
                                         ----------       ----------      -----------     ------------
<S>                                      <C>              <C>             <C>             <C>
Net sales                                $4,235,939       $4,764,952      $12,770,784     $15,465,450

Cost of sales                             3,035,075        4,085,608        9,401,824      12,216,240
                                         ----------       ----------      -----------     -----------

Gross profit                              1,200,864          679,344        3,368,960       3,249,210
                                         ----------       ----------      -----------     -----------
Operating expenses:
     Selling and administrative             677,232          627,721        1,975,554       1,966,404
     Officers' salaries                      98,536           78,750          273,131         236,250
                                         ----------       ----------      -----------     -----------
         Totals                             775,768          706,471        2,248,685       2,202,654
                                         ----------       ----------      -----------     -----------

Income (loss) from operations               425,096          (27,127)       1,120,275       1,046,556
                                         ----------       ----------      -----------     -----------
Other income (expense):
     Interest expense, net                  (38,509)         (39,198)        (122,170)       (203,702)
     Other income                                --           47,000               --          47,000
                                         ----------       ----------      -----------     -----------
         Totals                             (38,509)           7,802         (122,170)       (156,702)
                                         ----------       ----------      -----------     -----------

Income (loss) before income taxes           386,587          (19,325)         998,105         889,854

Provision (credit) for income taxes         151,488           (7,000)         409,489         409,000
                                         ----------       ----------      -----------     -----------

Net income (loss)                        $  235,099       $  (12,325)     $   588,616     $   480,854
                                         ==========       ==========      ===========     ===========

Basic earnings per share                 $      .06       $       --      $       .15     $       .12
                                         ----------       ----------      -----------     -----------
Basic weighted average common
  shares outstanding                      3,999,650        3,999,650        3,999,650       3,999,650
                                         ----------       ----------      -----------     -----------
</TABLE>

                  See Notes to Condensed Financial Statements.


                                       2
<PAGE>

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

                                                           2002          2001
                                                        ---------     ---------
Operating activities:
     Net income                                         $ 588,616     $ 480,854
     Adjustments to reconcile net
       income to net cash provided by
       operating activities:
         Depreciation and amortization                    204,618       189,000
         Deferred income taxes                                 --       (92,000)
       Changes in operating assets
         and liabilities:
         Due from broker                                  (22,079)     (176,476)
         Accounts receivable                              362,222       366,346
         Inventories                                      (95,242)      165,553
         Prepaid expenses and other
           current assets                                 (45,012)       11,647
         Deposits and other assets                         (6,109)        8,996
         Income taxes payable                             (64,107)           --
         Accounts payable and
           accrued expenses                              (455,028)     (720,881)
                                                        ---------     ---------
              Net cash provided by
                operating activities                      467,879       233,039
                                                        ---------     ---------
Investing activities - purchases of
  property and equipment                                 (306,041)      (57,499)
                                                        ---------     ---------
Financing activities:
  Proceeds from term loan                                      --       407,885
  Principal payments on term loan                         (90,000)      (70,000)
  Increase in cash equivalents
    restricted under credit facility                      (10,492)      (14,188)
  Net repayments under bank line of credit               (495,176)     (271,489)
  Funding for capital lease obligation                    383,764            --
  Principal payments of obligations
    under capital leases                                  (11,771)      (46,161)
  Advances from (repayments to)
    related parties                                       (40,087)      (92,272)
                                                        ---------     ---------
             Net cash used in financing activities       (263,762)      (86,225)
                                                        ---------     ---------

Net increase (decrease) in cash                          (101,924)       89,315

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

Cash, end of period                                     $  97,510     $ 243,159
                                                        =========     =========
Supplemental disclosure of cash flow data:
    Interest paid                                       $ 125,644     $ 208,159
                                                        ---------     ---------
    Income taxes paid                                   $ 249,190     $ 131,811
                                                        ---------     ---------

                  See Notes to Condensed Financial Statements.


                                       3
<PAGE>

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

NOTE 1 - BUSINESS ACTIVITIES:

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

NOTE 2 - BASIS OF PRESENTATION:

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

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

NOTE 3 - INVENTORIES:

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

                                               July 31,         October 31,
                                                 2002              2001
                                              ----------        -----------
      Packed coffee                           $  397,013        $  364,861
      Green coffee                               661,292           566,873
      Packaging supplies                         388,087           419,416
                                              ----------        ----------
      Totals                                  $1,446,392        $1,351,150
                                              ==========        ==========



                                       4
<PAGE>

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

NOTE 4 - HEDGING:

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

      At July 31, 2002,  the Company held options  (generally  with terms of two
      months or less) covering an aggregate of 3,375,000  pounds of green coffee
      beans at a price of $.50 to $.53 per pound. The fair market value of these
      options, which value was obtained from a major financial institution,  was
      $20,663 at July 31, 2002.

      The Company also holds  futures  contracts  with longer  terms  (generally
      three  to four  months)  primarily  for the  purpose  of  guaranteeing  an
      adequate  supply of green  coffee.  At July 31,  2002,  the  Company  held
      futures  contracts  for the purchase of  3,300,000  pounds of coffee at an
      average price of $.49 per pound for various September 2002 contracts.  The
      market price of coffee applicable to such contracts was $.47, per pound at
      that date.

NOTE 5 - LINE OF CREDIT:

      The outstanding  balance under a line of credit  agreement with a bank was
      $1,844,040 at July 31, 2002.  This amount is being reflected as short term
      since the  agreement  expires in  November  of 2002.  The  agreement  does
      however  call for  automatic  two year  extension  privileges  if  written
      cancellation  notice  has not been  received  within  sixty  days prior to
      maturity.

NOTE 6 - OBLIGATION UNDER CAPITAL LEASES:

      The Company is a lessee of machinery and  equipment  under a capital lease
      which  expires in July 2005.  The asset and  liability  under the  capital
      lease is recorded at the lower of the present  value of the minimum  lease
      payments  or the fair value of the asset.  The asset is being  depreciated
      over the lease term.  Depreciation  expense of assets under  capital lease
      are  included  in  depreciation  expense  and  amounted  to $2,538 for the
      quarter ended July 31, 2002.

      At July 31, 2002, assets held under capital lease are as follows:


      Machinery and equipment                                 $426,404
      Less: accumulated depreciation                            (2,538)
                                                              --------
                                                              $423,866
                                                              ========


                                       5
<PAGE>

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

NOTE 6 - OBLIGATION UNDER CAPITAL LEASE (continued):

      Minimum  annual future lease  payments  under the capital lease as of July
      31, 2002 and for each of the next four years and in the aggregate are:

              Year ended October 31,
                        2002                                   $ 35,312
                        2003                                    141,249
                        2004                                    141,249
                        2005                                     94,165
                                                               --------
             Total minimum lease payments                       411,975
             Less:  amount representing interest                (39,982)
                                                               --------
             Present value of minimum lease payments            371,993
             Less:  current portion                            (119,180)
                                                               --------
             Long-term portion                                 $252,813
                                                               ========

      The  interest  rate  on the  capital  lease  is 8 1/3%  per  annum,  which
      approximates  the Company's  incremental rate of borrowing at the time the
      lease was entered into.

NOTE 7 - EARNINGS PER SHARE:

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

NOTE 8 - MAJOR CUSTOMERS:

      For the nine months ended July 31, 2002,  sales to two customers were each
      in excess of 10% of the Company's  total sales.  Sales to these  customers
      were  approximately   $2,475,000  and  $2,101,000  and  the  corresponding
      accounts   receivable  at  July  31,  2002  from  these   customers   were
      approximately $170,000 and $101,000 respectively.


                                       6
<PAGE>

NOTE 9 - MAJOR SUPPLIERS:

      During the nine months  ended July 31, 2002,  purchases  from one supplier
      was in excess  of 10% of the  Company's  total  purchases  and  aggregated
      approximately  $2,634,400. At July 31, 2002, the approximate amount due to
      this supplier included in accounts payable was $70,400.

NOTE 10 - ADDITIONAL CAPITAL (FINDER'S FEE AGREEMENT):

      On July 26, 2002,  the Company  entered into an  agreement  with  Richmond
      Hillcrest & Co.,  Inc.  and  Ladenburg  Thalmann & Co. Inc.  (collectively
      "Managing  Underwriters")  for the Managing  Underwriters  to serve as the
      Company's  exclusive  financial advisors and Managing  Underwriters for 12
      months. The main function of the Managing  Underwriters is to facilitate a
      public  offering of the Company's  common stock and raise between $5 - $10
      million.  The Managing  Underwriters will have the right to purchase for a
      period  of  forty-five  days  following  the  public  offering  up  to  an
      additional fifteen percent of the number of shares of common stock offered
      to the  public by the  Company,  at the  public  offering  price  less the
      underwriting discount (ten percent) to cover  overallotments.  The Company
      will pay an upfront  fee of $35,000  to defray  some of the due  diligence
      expenses related to the public  offering.  The Company also agrees to sell
      to the  Managing  Underwriters  for an  aggregate  of  $100,  warrants  to
      purchase  up to ten  percent  of the shares  being  offered at 120% of the
      offering  price.  The warrant  shall be  exercisable  for a period of five
      years and contain  provisions  for  cashless  exercise,  antidilution  and
      piggyback registration rights.

      If the public offering is successfully completed, the Company shall pay to
      the Managing  Underwriters a  non-accountable  expense  allowance equal to
      three  percent of the gross  proceeds  derived  form the  public  offering
      including any proceeds derived from the over-allotment.

      This  agreement  supercedes the prior letter of intent entered into by the
      Company with Richmond Hillcrest & Co.

      To date no funds have been raised under this agreement.


                                       7
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations Forward-Looking Statements

      The  Private  Securities  Litigation  Reform  Act of 1995  provides a safe
harbor for  forward-looking  statements  made by or on behalf of Coffee Holding.
Coffee  Holding and its  representatives  may from time to time make  written or
oral forward-looking  statements,  including statements contained in this report
and in our other  filings  with the SEC.  These  statements  use  words  such as
"believes",    "expects",   "intends",   "plans",   "may",   "will",   "should",
"anticipates"  and other  similar  expressions.  All  statements  which  address
operating  performance,  events or  developments  that Coffee Holding expects or
anticipates will occur in the future are  forward-looking  statements within the
meaning of the Private  Securities  Litigation  Reform Act. The  forward-looking
statements  are and  will be  based  on  management's  then  current  views  and
assumptions  regarding future events and operating  performance.  Coffee Holding
cannot assure that anticipated results will be achieved since actual results may
differ materially  because of risks and  uncertainties.  Coffee Holding does not
undertake to revise these statements to reflect subsequent developments.

      The following  are some of the factors that could cause actual  results to
differ materially from forward-looking statements:

      o     the  impact  of rapid or  persistent  fluctuations  in the  price of
            coffee beans;

      o     fluctuations in the supply of coffee beans;

      o     general  economic  conditions and conditions which affect the market
            for coffee;

      o     our success in implementing our business strategy;

      o     our ability to attract and retain customers;

      o     our  success in  expanding  our market  presence  in new  geographic
            regions;

      o     the effects of competition from other coffee manufacturers and other
            beverage alternatives;

      o     changes in tastes and preferences for or the consumption of coffee;

      o     our ability to obtain additional financing; 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 quarterly report.  Coffee Holding undertakes
no responsibility  to update any  forward-looking  statements  contained in this
report.


                                       8
<PAGE>

Critical Accounting Policies and Estimates

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

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

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

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

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

Nine Months Ended July 31, 2002 Compared to the Nine Months Ended July 31, 2001

      Net sales totaled  $12,770,784  for the nine months ended July 31, 2002, a
decrease of $2,694,666 or 17.4% from  $15,465,450  in the nine months ended July
31, 2001.  The decrease in net sales  reflects  the  significant  decline in the
price of coffee over the prior period and the effect of the economic downturn in
the United States in general.

      The number of Coffee Holding's  customers in the gourmet green coffee area
grew  approximately  12.5% to 225 during the nine  months  ended July 31,  2002.
These customers are predominately independent  gourmet/specialty  roasters, some
of whom own  their  own  retail  outlets.  Sales to new  customers  in this area
historically start slowly because many of these companies are start-up ventures.
Since  management  believes  that the gourmet  green  coffee area is the fastest
growing segment of the coffee market,  Coffee Holding believes that its customer
base and sales will  expand in this area.  Coffee  Holding  also  believes  that
historically low coffee prices will continue to encourage  consumers to purchase
higher quality gourmet coffee relative to supermarket brands.


                                       9
<PAGE>

      Coffee Holding's sales prices decreased  steadily  throughout  fiscal 2001
due to the decline in the price of green coffee.  Commencing  in late 1998,  the
purchase price of green coffee began a decline that, with the exception of brief
price surges,  continued through to the end of the third quarter of fiscal 2002.
Declines in green coffee purchase  prices  eventually led to declines in selling
prices. Sales prices of products which use commodity coffee react fairly quickly
to changes in green coffee  purchase  prices.  Gourmet green coffee sales prices
tend to react more  slowly to  changes in  purchase  prices  because  demand for
gourmet coffee is less price  sensitive.  Coffee Holding also  experienced  some
pricing  pressure in the private label area as national  brands cut their prices
in order to increase  market share.  The decrease in national  brand prices made
private  label coffee less  attractive to consumers  compared to these  national
brands.  Coffee Holding is unable to predict how long and to what extent pricing
pressure in the private label area will continue.

      Cost of sales in the nine months  ended July 31, 2002 was  $9,401,824,  or
73.6% of net sales,  as  compared to  $12,216,240,  or 79.0% of net sales in the
nine months ended July 31, 2001. Cost of sales consists primarily of the cost of
green coffee and packaging materials and realized and unrealized gains or losses
on hedging activity. The decrease in cost of sales primarily was attributable to
the decline in green coffee purchase prices.  As the price of coffee is cyclical
and  volatile  and subject to many  factors,  including  weather,  politics  and
economics,  Coffee  Holding is unable to  predict  the  purchase  price of green
coffee for the  remainder of fiscal 2002 and for fiscal 2003.  The  historically
low price of coffee  allowed  Coffee  Holding to replace its existing  inventory
with  cheaper  new  inventory,  locking  in  additional  margins  on  previously
contracted  business.  Coffee Holding believes that its more favorable inventory
position  will allow it to increase its sales and margins if coffee prices begin
to rise.

      Coffee  Holding's gross profit in the first nine months of fiscal 2002 was
$3,368,960, an increase of $119,750, or 3.7%, from $3,249,210 in the nine months
ended July 31, 2001. Gross profit as a percentage of net sales increased by 5.4%
to 26.4% in the first  nine  months of fiscal  2002 from  21.0% in fiscal  2001.
Margins  improved  primarily  due to lower  inventory  costs as a result  of the
overall  decline in green coffee  purchase  prices.  Margins  were  particularly
favorable in gourmet green coffee sales,  as pricing in this area decreased more
slowly  relative to the decrease in green coffee purchase  prices.  As discussed
above,  Coffee Holding believes that its increased inventory position will allow
it to increase its sales and margins if coffee prices begin to rise.

      Total operating  expenses  increased 46,031, or 2.1%, to $2,248,685 in the
first nine  months of fiscal  2002 from  $2,202,654  in the first nine months of
fiscal  2001 due  primarily  to an  increase in  officers'  salaries.  Officers'
salaries  were  $273,131 in the first nine months of fiscal 2002, an increase of
$36,881 from  $236,250  for in the nine months ended July 31, 2001.  Selling and
administrative  expense also increased $9,150 during the period.  Coffee Holding
expects advertising and promotional expenses to increase in the future as Coffee
Holding  participates  in national and regional  shows to promote its brands and
its private  label  products.  As a  percentage  of net sales,  total  operating
expenses  increased  3.4% from 14.2% in the nine  months  ended July 31, 2001 to
17.6% in the nine months ended July 31, 2002. This change reflects the fact that
many  components  of selling and  administrative  expenses,  including  shipping
costs, remained flat as the dollar value of sales decreased.

      Interest expense,  net of interest income,  decreased  $81,532,  or 40.0%,
from  $203,702  in the nine  months  ended July 31, 2001 to $122,170 in the nine
months ended July 31, 2002.  The decrease was  attributable  to a decline in the
average  borrowings  outstanding on its line of credit with Wells Fargo Business
Credit and on the term loan. The decrease is also attributable to lower interest
rates  on  outstanding  borrowings.   Rates  of  interest  on  Coffee  Holding's
outstanding  borrowings  are tied to the prime rate.  As the prime rate declined
from  the  prior  period,  Coffee  Holding's  rate of  interest  payable  on its
outstanding borrowings also declined. See "--Liquidity and Capital Resources."


                                       10
<PAGE>

      Coffee  Holding  had income  before  taxes of  $998,105  in the first nine
months of fiscal 2002  compared to income  before taxes of $889,854 in the first
nine months of fiscal  2001.  The  increase  was  attributable  primarily to the
increase in gross profit.

      Coffee Holding's provision for income taxes for the nine months ended July
31, 2002  totaled  $409,489  compared to $409,000 for the nine months ended July
31, 2001. As a result,  Coffee  Holding had net income of $558,616,  or $.15 per
share,  in the first  nine  months  of fiscal  2002  compared  to net  income of
$480,854, or $.12 per share, in the first nine months of fiscal 2001.

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

      Net sales totaled  $4,235,939  for the three months ended July 31, 2002, a
decrease of $529,013 or 11.1% from $4,764,952 in the three months ended July 31,
2001. The decrease in net sales reflects the significant decline in the price of
coffee  over the prior  period and the effect of the  economic  downturn  in the
United  States in  general.  However,  although  the price of coffee  remains at
historically  low levels,  declines in the price of coffee have slowed in recent
months.  Coffee  Holding  believes  that its net sales will  increase  as coffee
prices begin to rise.

      The number of Coffee Holding's  customers in the gourmet green coffee area
grew  approximately  4.7% to 225 during the three  months  ended July 31,  2002.
These customers are predominately independent  gourmet/specialty  roasters, some
of whom own  their  own  retail  outlets.  Sales to new  customers  in this area
historically start slowly because many of these companies are start-up ventures.
Since  management  believes  that the gourmet  green  coffee area is the fastest
growing segment of the coffee market,  Coffee Holding believes that its customer
base and sales will  expand in this area.  Coffee  Holding  also  believes  that
historically low coffee prices will continue to encourage  consumers to purchase
higher quality gourmet coffee relative to supermarket brands.

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

      Cost of sales in the three months ended July 31, 2002 was  $3,035,075,  or
71.7% of net sales,  as  compared  to  $4,085,608,  or 85.7% of net sales in the
three months ended July 31, 2001.  Cost of sales consists  primarily of the cost
of green  coffee  and  packaging  materials  and  unrealized  gains or losses on
hedging  activity.  The decrease in cost of sales primarily was  attributable to
the decline in green coffee purchase prices.  As the price of coffee is cyclical
and  volatile  and subject to many  factors,  including  weather,  politics  and
economics,  Coffee  Holding is unable to  predict  the  purchase  price of green
coffee for the  remainder of fiscal 2002 and for fiscal 2003.  The  historically
low price of coffee  allowed  Coffee  Holding to replace its existing  inventory
with  cheaper  new  inventory,  locking  in  additional  margins  on  previously
contracted  business.  Coffee Holding believes that its more favorable inventory
position  will allow it to increase its sales and margins if coffee prices begin
to rise.

      Coffee  Holding's  gross  profit in the third  quarter of fiscal  2002 was
$1,200,864, an increase of $521,520, or 76.8%, from $679,344 in the three months
ended July 31, 2001.  Gross profit as a percentage


                                       11
<PAGE>

of net sales was 28.3% in the third quarter of fiscal 2002 compared to 14.3% for
the same period in fiscal 2001.  Margins were particularly  favorable in gourmet
green  coffee  sales and private  label  coffee  sales as pricing in these areas
decreased more slowly relative to the decrease in coffee purchase prices. Coffee
Holding  also  believes  that  continued  growth in coffee sales to food service
businesses, which typically have higher gross profit margins than other lines of
business,  will result in additional  increases in overall gross profit margins.
As discussed above,  Coffee Holding  believes that its more favorable  inventory
position  will allow it to increase its sales and margins if coffee prices begin
to rise.

      Total operating expenses  increased  $69,297,  or 9.8%, to $775,768 in the
third quarter of fiscal 2002 from $706,471 in the second  quarter of fiscal 2001
due primarily to increases in selling and administrative  expenses and officers'
salaries. Selling and administrative expenses were $677,232 in the third quarter
of fiscal  2002,  an increase of $49,511,  or 7.9%,  from  $627,721 in the third
quarter of 2001. Coffee Holding expects advertising and promotional  expenses to
increase in the future as Coffee Holding  participates  in national and regional
shows to promote its brands and its private label  products.  As a percentage of
net sales,  total  operating  expenses  increased from 14.8% in the three months
ended  July 31,  2001 to 18.3% in the three  months  ended July 31,  2002.  This
increase  reflects the fact that many  components of selling and  administrative
expenses,  including  shipping  costs,  increased  as the dollar  value of sales
decreased. Officers' salaries increased $19,786, or 25.1%, from the prior period
due to salary increases.

      Coffee Holding had income before taxes of $386,587 in the third quarter of
fiscal 2002  compared to a net loss before taxes of $19,325 in the third quarter
of fiscal 2001. The increase was attributable primarily to the increase in gross
profit.

      Coffee  Holding's  provision  for income  taxes for the three months ended
July 31,  2002  totaled  $151,488  compared  to a credit of $7,000 for the three
months  ended  July 31,  2001.  As a result,  Coffee  Holding  had net income of
$235,099,  or $.06 per share,  in the third quarter of fiscal 2002 compared to a
net loss of $12,325, or $.03 per share, in the third quarter of fiscal 2001.

Liquidity and Capital Resources

      As of July 31,  2002,  Coffee  Holding  had a working  capital  deficit of
approximately $189,000, which represented a $1,706,000 decrease from its working
capital  of  approximately  $1,517,000  as of  October  31,  2001,  and a  total
stockholders'  equity of $1,331,638,  which increased by $588,616 from its total
stockholders'  equity of  $743,022  as of October  31,  2001.  Coffee  Holding's
working capital decreased  primarily as a result of the  reclassification of the
line of credit borrowing to a short term obligation. If extended pursuant to the
terms of the line of credit this obligation would be reclassified as a long-term
obligation in future periods.

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


                                       12
<PAGE>

      As of July 31,  2002,  the line of credit  had an  outstanding  balance of
$1,844,040  as compared to an  outstanding  balance of $2,339,216 at October 31,
2001.  The  outstanding  balance under the term loan was $410,000 as of July 31,
2002,  and was  $500,000  at October  31,  2001.  Coffee  Holding had on deposit
$290,010 in a cash collateral account to secure the outstanding borrowings under
the credit  facility.  The  outstanding  balance  under the line of credit and a
portion  of the  outstanding  balance  under the term loan  were  classified  as
short-term  liabilities in Coffee Holding's July 31, 2002 balance sheet based on
the amended terms of the credit facility whereby Coffee Holding may either defer
payments until, or make  installment  payments,  through November 20, 2002. This
amount is being reflected as short term since the agreement  expires in November
of 2002.  The  agreement  does however  call for  automatic  two year  extension
privileges if written  cancellation  notice has not been  received  within sixty
days prior to  maturity.  Coffee  Holding was in  compliance  with all  required
financial covenants at July 31, 2002.

      Coffee  Holding  had loans  payable to its  stockholders,  all of whom are
members of the Gordon family, of $120,893 at July 31, 2002. The loans are due on
demand and currently bear interest at 10% per annum. Coffee Holding borrows from
its  stockholders,  from time-to-time to supplement  short-term  working capital
needs. The stockholders are under no obligation to make such loans.

      In the first  nine  months  of fiscal  2002,  Coffee  Holding's  operating
activities provided net cash of approximately  $467,879 as compared to the first
nine months of fiscal 2001 when net cash  provided by operating  activities  was
approximately $233,039. The improved cash flow from operations in the first nine
months of fiscal 2002 was  primarily due to the fact that only $455,028 was used
to pay down  accounts  payable and accrued  expenses in the first nine months of
2002 as compared to a $720,881  outlay of cash for these items in the first nine
months of 2001 and that the  $154,397  decrease in cash  payable to  commodities
brokers  for the nine  months  ended July 31,  2002 from  $205,188  for the nine
months ended July 31, 2001. This was partially offset by a $260,795  increase in
cash used on purchasing inventory.  The historically low price of coffee allowed
Coffee  Holding to replace its existing  inventory  with cheaper new  inventory,
locking in additional margins on previously contracted business.  Coffee Holding
believes that its more  favorable  inventory  position will allow it to increase
its sales and margins in the event that coffee prices begin to rise.

      During the nine months ended July 31, 2002,  Coffee  Holding used $306,041
of its cash  resources  to  purchase  property  and  equipment.  Coffee  Holding
purchased  a  state-of-the-art  double  line  brick  pack  machine  at a cost of
approximately  $400,000 in fiscal 2002. The machine will allow Coffee Holding to
increase its  production  capacity and  diversify  its product mix. In addition,
Coffee  Holding  leases  machinery  and  equipment  under a capital  lease which
expires in July  2005.  The  interest  rate on the  capital  lease is 8 1/3% per
annum.  Under the terms of the capital lease,  Coffee  Holding's  minimum annual
future lease payments are $35,312, $141,249,  $141,249 and $94,165 for the three
months ended October 31, 2002 and for the years ended October 31, 2003, 2004 and
2005,  respectively.  Management  does not  expect  to incur  other  significant
capital expenditures in fiscal 2002.

      Coffee  Holding also used $263,762 of cash in financing  activities in the
nine months ended July 31, 2002,  including  $495,176 to reduce its bank line of
credit,  $90,000 in payments on the term loan and  $40,087 in the  repayment  of
principal and interest on loans to related parties.

      Coffee  Holding  expects  to fund its  operations,  including  paying  its
liabilities,  funding capital  expenditures and making required  payments on its
debts,  in fiscal 2003 through cash  provided by  operating  activities.  Coffee
Holding  expects that it will generate  sufficient cash to continue its business
for the next twelve  months.  In  addition,  an  increase  in eligible  accounts
receivable  and  inventory  would  permit  Coffee  Holding  to  make  additional
borrowings  under its line of credit.  Coffee Holding also believes it could, if
necessary,  obtain  additional  loans  by  mortgaging  its  headquarters  and is
considering raising additional capital.


                                       13
<PAGE>

      Coffee Holding has signed a letter of intent with Ladenburg Thalmann & Co.
Inc. and Richmond  Hillcrest & Co., Inc.  (the  "Co-Managing  Underwriters")  to
offer  shares of its common  stock in a firm  commitment  public  offering to be
underwritten  by the Co-Managing  Underwriters.  The proposed public offering is
expected to raise between $5.0 million and $10.0  million in gross  proceeds for
Coffee Holding. Although Coffee Holding expects that it will generate sufficient
cash to  continue  its  business  for the next  twelve  months  without  raising
additional  capital,  it believes that the proceeds of the public offering would
allow it to expand its business by pursuing strategic  opportunities,  expanding
its geographic  presence,  adding niche products and developing its food service
business.  Coffee  Holding  cannot  assure you that the public  offering will be
completed under terms acceptable to it, or at all.

Market Risks

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

Interest Rate Risks

      Coffee Holding is subject to market risk from exposure to  fluctuations in
interest  rates.  At  July  31,  2002,   Coffee   Holding's  debt  consisted  of
approximately  $121,000  of fixed  rate  debt and  approximately  $2,254,040  of
variable rate debt under its revolving line of credit and term loan. Interest on
the  variable  rate debt was payable  primarily at 5.25% (or .5% above the prime
rate) above the prime rate,  with a portion of the variable rate debt payable at
5.50% (or .75% above the prime rate) above the prime rate.  Coffee  Holding does
not expect  changes in  interest  rates to have a material  effect on results of
operations or cash flows in fiscal 2002, although there can be no assurance that
interest rates will not significantly change.

Commodity Price Risks

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

      At July 31, 2002, Coffee Holding held options (generally with terms of two
months or less) covering an aggregate of 3,375,000  pounds of green coffee beans
at a price of $.50 to $5.25 per pound.  The fair market value of these  options,
which was obtained from a major financial  institution,  was $20,663 at July 31,
2002.

      Coffee Holding also holds futures  contracts with longer terms  (generally
three to four  months)  primarily  for the purpose of  guaranteeing  an adequate
supply of green coffee.  At July 31, 2002, Coffee Holding held futures contracts
for the purchase of 3,300,000  pounds of coffee at an average  price of $.49


                                       14
<PAGE>

per pound for  various  September  2002  contracts.  The market  price of coffee
applicable to such contracts was $.47, per pound at that date.

                          Part II -- OTHER INFORMATION

Item 1. Legal Proceedings

      In the  ordinary  course of its  business,  Coffee  Holding  is a party to
litigation  involving its  operations.  Coffee Holding does not believe that the
outcome of any current  litigation will have a material  adverse effect upon its
business, financial condition or results of operations.

      On July 1, 2002,  Juemin Chu,  Rose-Marie Fox, and Joel  Schonfeld,  Esq.,
shareholders  of  Coffee  Holding,  filed a  complaint  against  Andrew  Gordon,
President,  Chief  Executive  Officer,  Treasurer and a director of the Company,
David Gordon, Executive Vice President,  Secretary and a director of the Company
and Gerard Decapua,  a director of the Company in the Supreme Court of the State
of New York, Kings County, styled JUEMIN CHU, ROSE-MARIE FOX AND JOEL SCHONFELD,
ESQ. v. ANDREW GORDON,  DAVID GORDON AND GERARD  DECAPUA.  The  plaintiffs,  who
invested an aggregate of approximately  $1,500 in Coffee  Holding's  predecessor
company,   Transpacific   International   Group   Corp.,   allege   unreasonable
restrictions on the transfer of shares, breach of contract and fraud relating to
the defendants' refusal to register Coffee Holding under the Securities Exchange
Act of 1934,  as amended,  and to establish a public  market for Coffee  Holding
common  stock.  The lawsuit seeks to compel the  defendants  to register  Coffee
Holding under the Securities  Exchange Act of 1934, as amended,  and establish a
public market for Coffee Holding common stock and money damages in the amount of
$750,000  together  with  unspecified  interest,  costs  and  disbursements. The
defendants filed a motion to dismiss the lawsuit on July 29, 2002. The motion to
dismiss was argued on September  13, 2002 but no decision on the motion has been
yet been made.  Coffee  Holding and the  defendants  believe that the lawsuit is
meritless  and  will  continue  to  vigorously  defend  themselves  against  the
allegations.

Item 2. Changes in Securities and Use of Proceeds

      None

Item 3. Defaults upon Senior Securities

      None

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

      None


                                       15
<PAGE>

Item 5. Other Information

      Coffee  Holding's  President and Chief  Executive  Officer (and  principal
accounting officer) has furnished statements relating to its Form 10-QSB for the
periods  ended July 31, 2002  pursuant  to 18 U.S.C.  section  1350,  as adopted
pursuant to section 906 of the  Sarbanes-Oxley  Act of 2002.  The  statement  is
attached hereto as Exhibit 99.1.

Item 6. Exhibits and Reports on Form 8-K

      (a) Exhibits

          99.1 Section 906 of the Sarbanes-Oxley Act of 2002 - CEO Certification

      (b) Reports on Form 8-K

          None


                                       16
<PAGE>

                                   SIGNATURES

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

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

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

September 13, 2002


<PAGE>

                                 CERTIFICATIONS

      I, Andrew Gordon, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Coffee Holding Co,
      Inc.;

2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report; and

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report.

Date:  September 13, 2002         /s/ Andrew Gordon
                                  ------------------------------------
                                  Andrew Gordon
                                  President and Chief Executive Officer
                                  (Principal Executive Officer and Principal
                                  Accounting Officer)