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



<PAGE>


ITEM 1. FINANCIAL STATEMENTS


                                      -2-
<PAGE>
                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                         PAGE
                                                                         ----

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

CONDENSED STATEMENTS OF INCOME
     THREE MONTHS ENDED JANUARY 31, 2001 AND 2000                         F-3

CONDENSED STATEMENTS OF CASH FLOWS
     THREE MONTHS ENDED JANUARY 31, 2001 AND 2000                         F-4

NOTES TO CONDENSED FINANCIAL STATEMENTS                                 F-5/6

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                      JANUARY 31, 2001 AND OCTOBER 31, 2000

                                                      January        October
                                       ASSETS         31, 2001       31, 2000
                                       ------       ------------  -------------
                                                     (Unaudited)  (See Note 2)
Current assets:
   Cash                                             $  103,823     $  153,844
   Due from broker                                     123,819        138,555
    Accounts receivable, net of allowance for
      doubtful accounts of $200,510                  2,144,355      2,066,964
   Inventories                                       1,253,823      1,466,050
   Prepaid expenses and other current assets            80,974         68,582
                                                    ----------     ----------
         Total current assets                        3,706,794      3,893,995
Property and equipment, net                          1,765,148      1,825,648
Cash equivalents restricted under credit facility      261,038        261,038
Deposits and other assets                               16,796         16,796
                                                    ----------     ----------
           Totals                                   $5,749,776     $5,997,477
                                                    ==========     ==========

                                 LIABILITIES AND
                              STOCKHOLDERS' EQUITY
                              --------------------

Current liabilities:
   Current portion of term loan                     $  120,000     $  114,552
   Obligations under capital leases                     19,173         46,161
   Accounts payable and accrued expenses             1,893,282      2,671,094
                                                    ----------     ----------
         Total current liabilities                   2,032,455      2,831,807
Term loan, net of current portion                      470,000         77,563
Line of credit borrowings                            2,462,420      2,617,702
Loans from related parties                             248,258        245,261
                                                    ----------     ----------
         Total liabilities                           5,213,133      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                          743,985        743,985
   Accumulated deficit                                (211,342)      (522,841)
                                                    ----------     ----------
         Total stockholders' equity                    536,643        225,144
                                                    ----------     ----------

         Totals                                     $5,749,776     $5,997,477
                                                    ==========     ==========

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                         CONDENSED STATEMENTS OF INCOME
                  THREE MONTHS ENDED JANUARY 31, 2001 AND 2000
                                   (Unaudited)

                                                         2001           2000
                                                      ----------     ----------

Net sales                                             $5,534,028     $5,227,785
Cost of sales                                          4,152,043      4,359,514
                                                      ----------     ----------
Gross profit                                           1,381,985        868,271
                                                      ----------     ----------
Operating expenses:
     Selling and administrative                          613,702        514,157
     Officers' salaries                                   75,000         72,490
                                                      ----------     ----------
        Totals                                           688,702        586,647
                                                      ----------     ----------

Income from operations                                   693,283        281,624

Interest expense                                         116,784         76,480
                                                      ----------     ----------

Income before income taxes                               576,499        205,144

Provision for income taxes                               265,000         48,000
                                                      ----------     ----------

Net income                                            $  311,499     $  157,144
                                                      ==========     ==========

Basic earnings per share                              $      .08     $      .04
                                                      ==========     ==========

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

See Notes to Condensed Financial Statements.


                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  2001          2000
                                                               ---------     ----------
<S>                                                               <C>           <C>
Operating activities:
   Net income                                                  $ 311,499     $  157,144
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
      Depreciation                                                63,000         57,946
      Changes in operating assets and liabilities:
         Due from broker                                          14,736        (90,430)
         Accounts receivable                                     (77,391)     1,049,785
         Inventories                                             212,227       (158,964)
         Prepaid expenses and other current assets               (12,392)        34,889
         Accounts payable and accrued expenses                  (777,812)      (673,833)
                                                               ---------     ----------
             Net cash provided by (used in)
              operating activities                              (266,133)       376,537
                                                               ---------     ----------
Investing activities - purchases of
  property and equipment                                          (2,500)       (26,348)
                                                               ---------     ----------
Financing activities:
   Proceeds from term loan                                       407,885
   Payments on term loan                                         (10,000)       (21,831)
   Net repayments under bank line of credit                     (155,282)      (668,033)
   Principal payments of obligations under capital leases        (26,988)       (56,452)
   Advances from related parties                                   2,997        287,239
   Capital contribution                                                         262,988
                                                               ---------     ----------
             Net cash provided by (used in)
              financing activities                               218,612       (196,089)
                                                               ---------     ----------
Net increase (decrease) in cash                                  (50,021)       154,100

Cash, beginning of period                                        153,844        265,044
                                                               ---------     ----------
Cash, end of period                                            $ 103,823     $  419,144
                                                               =========     ==========
Supplemental disclosure of cash flow data:
   Interest paid                                               $ 147,630     $   76,480
                                                               =========     ==========

     Income taxes paid                                         $  84,015
                                                               =========
</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 January  31,  2001,  its  results of
            operations and its cash flows for the three months ended January 31,
            2001 and  2000.  Information  included  in the  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-K for the
            year ended October 31, 2000 (the "Form 10-K")  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-K.

            Operating  results for the three months  ended  January 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 January 31, 2001 and October 31, 2000  consisted  of
            the following:

                                               January         October
                                               31, 2001        31, 2000
                                               --------        --------

            Packed coffee                     $  230,162     $  280,764
            Green coffee                         579,348        813,320
            Packaging supplies                   444,313        371,966
                                              ----------     ----------

            Totals                            $1,253,823     $1,466,050
                                              ==========     ==========


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 - Hedging:
            The Company  uses options and futures  contracts to partially  hedge
            the  effects of  fluctuations  in the price of green  coffee  beans.
            Options and  futures  contracts  are marked to market  with  current
            recognition of gains and losses on such positions.  The Company does
            not  defer  such  gains  and  losses  since  its  positions  are not
            considered hedges for financial  reporting  purposes.  The Company's
            accounting for options and futures  contracts may increase  earnings
            volatility in any particular period.

            At January 31, 2001, the Company held options  (generally with terms
            of two months or less) covering an aggregate of 1,687,500  pounds of
            green  coffee  beans at prices  ranging from $.65 to $.70 per pound.
            The fair market value of these  options,  which was obtained  from a
            major financial institution, was $42,188 at January 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 January 31,
            2001,  the  Company  held  futures  contracts  for the  purchase  of
            1,612,500  pounds of coffee at  average  prices of $.70 and $.74 per
            pound for the March 2001 and May 2001 contracts,  respectively.  The
            market price of coffee  applicable  to such  contracts  was $.64 and
            $.66 per pound at that date, respectively.

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 three months ended January 31, 2001 and 2000.

Note 6 - Major customer:
            Approximately  11% and 21% of the Company's  sales were derived from
            one  customer  during the three  months  ended  January 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 ("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 report.  We undertake no  responsibility  to
update any forward-looking statements contained in this report.

Three Months Ended  January 31, 2001 ("First  Quarter  2001")  Compared to Three
Months Ended January 31, 2000 ("First Quarter 2000")

      Net sales  totaled  $5,534,028  in the First  Quarter 2001, an increase of
$306,243 or 6% from  $5,227,785  in the First  Quarter  2000.  Although  selling
prices in the First Quarter 2001 were lower than in the First Quarter 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 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
promotions  (e.g.  price  incentives for volume  purchases) in the private label
area which  increased  sales  without a  material  impact on gross  margins.  In
addition,  one of the  Company's  wholesale  customers  increased  its purchases
significantly  during the quarter.  In the  wholesale  green  coffee  area,  the
Company benefited from increased sales to new customers.

      Cost of sales in the  First  Quarter  2001 was  $4,152,043,  or 75% of net
sales, as compared to $4,359,514, or 83% of net sales in the First Quarter 2000.
The decrease 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
contacts  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 January 31, 2001, the Company held options (generally with terms of two
months or less) covering an aggregate of 1,687,500  pounds of green coffee beans
at prices  ranging  from $.65 to $.70 per pound.  The fair market value of these
options, which was obtained from a major financial  institution,  was $42,188 at
January 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 January 31, 2001, the Company held futures
contracts  for the purchase of 1,612,500  pounds of coffee at average  prices of
$.70 and $.74 per pound for the March 2001 and May 2001 contracts, respectively.
The market price of coffee  applicable  to such  contracts was $.64 and $.66 per
pound at that  date,  respectively.  For the First  Quarter  2001,  the  Company
recorded a net trading  loss of $66,024  which was charged to cost of sales,  as
compared to a net trading loss of $306,039 for the First Quarter 2000.

      The Company's gross profit in the First Quarter 2001 was $1,381,985, an
increase of $513,714 or 59% from $868,271 in the First


                                       -3-
<PAGE>

Quarter 2000. Gross profit as a percentage of net sales increased by 8% to 25%
in the First Quarter 2001 from 17% in the First Quarter 2000. The increase of
gross profit as a percentage of sales was primarily attributable to improved
margins on green coffee sales. The Company's borrowings under its credit
facility afforded it more flexibility in purchasing inventory. As green coffee
purchase prices continued to decline in fiscal 2000, the Company was able to
purchase inventory at favorable prices.

      Selling and administrative expenses were $613,702 in the First Quarter
2001, an increase of $99,545 or 19% from $514,157 in the First Quarter 2000. As
a percentage of net sales, these expenses increased 1% from 10% in fiscal 1999
to 11% in fiscal 2000.

      Interest expense increased $40,304 or 53% from $76,480 in the First
Quarter 2001 to $116,784 in the First Quarter 2000 due to increased borrowings
on the Company's credit facility.

      Primarily as a result of the increase in sales and gross profit, the
Company had income of $576,499 before income taxes in the First Quarter 2001
compared to $205,144 in the First Quarter 2000.

      The provision for income taxes in the First Quarter 2001 totaled $265,000,
which represented a combined Federal, state and local income tax rate of 45%.
The provision for income taxes in the First Quarter 2000 totaled $48,000 which
represented a combined Federal, state and local income tax rate of 45% reduced
by the effect of net operating loss carry-forwards available at that date.

      As a result, the Company had net income of $311,499, or $.08 per share, in
the First Quarter 2001 compared to net income of $157,144, or $.04 per share, in
the First Quarter 2000.


Liquidity and Capital Resources

      The Company had net income of $312,000 during the First Quarter 2001. As
of January 31, 2001, the Company had total stockholders' equity of $537,000,
which increased by $312,000 from its total stockholders' equity of $225,000 as
of October 31, 2000, and a cash balance of $104,000, which decreased by $50,000
from its cash balance of $154,000 as of October 31, 2000. However, the Company
had working capital of $1,674,000 as of January 31, 2001 compared to working
capital of $1,062,000 as of October 31, 2000. The Company's working capital
increased by $612,000 during the First Quarter 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  (see  Note 5 of the  notes  to the  financial
statements in the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 2000).  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 9.5% at  January  31,  2001).  Interest  on the term  loan is
payable  monthly  at the prime  rate plus  .75% (an  effective  rate of 9.75% at
January 31, 2001).  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 January 31,2001, the line of credit had an outstanding balance of
$2,462,000, which approximated the maximum amount that the Company could borrow
based on its eligible trade accounts receivable and inventory as of that date as
compared to an outstanding balance of $2,618,000 at October 31, 2000. The
outstanding balance under the term loan was $590,000 as at January 31, 2001, as
the Company borrowed the maximum amount of the term loan upon the amendment of
the credit facility. The Company has on deposit approximately $261,000 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 long-term liabilities
in the Company's January 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 though, November 20, 2002.

      The Company had loans payable to its stockholders, all of whom are members
of the Gordon family, of $248,000 at January 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 First Quarter 2001, the Company's cash balance decreased by
$50,000, primarily as a result of the net income of $312,000 generated during
the period and the proceeds of $408,000 from the borrowings under the term loan
which were offset by a decrease in accounts payable of $778,000.


                                      -4-
<PAGE>

      During the First Quarter 2001, the Company used $192,000 of its cash
resources to make interest payments on its line of credit and reduce its term
loan and capital lease obligations. Capital expenditures for property and
equipment totaled $2,500 for the period. Management expects that capital
expenditures for property and equipment will not be material in fiscal 2001.

      The Company anticipates, but cannot assure, 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. This
expectation assumes that the Company is able to generate a sufficient level of
sales in order to increase net income and accounts receivable. An increase in
eligible accounts receivable and inventory would permit the Company to make
additional borrowings under its credit facility. The Company believes it could,
if necessary, obtain additional loans by mortgaging its headquarters.

Year 2000

      The Year 2000 issue concerns the possible inability of information systems
and non-information systems with embedded technology to properly recognize and
process date sensitive information beyond December 31, 1999. The Company did not
experience any systems problems related to Year 2000 issues. The Company's
information and non-information systems functioned normally. The Company's
business with its suppliers and customers was not affected by Year 2000 issues.
The Company did experience some reduction in inventory purchases from its
wholesale customers in November and December, 1999 as the customers did not want
to carry a large inventory ahead of the Year 2000. The Company does not
presently anticipate making any expenditures in the fiscal year ending October
31, 2001 for Year 2001 items.


                                      -5-
<PAGE>

                                    PART III

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

      None

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


                                      -6-
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.

COFFEE HOLDING CO., INC.


    Signature                    Title                                  Date
    ---------                    -----                                  ----

/s/Andrew Gordon  Chief Executive Officer, President             March 16, 2001
----------------  and Treasurer (principal executive officer
Andrew Gordon     and principal financial officer)


                                      -7-