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

                                    FORM 10-Q

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

      For the quarterly period ended January 31, 2000

                                       OR

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

      For the transition period from ____________ to _______________.

                           Commission file No. _______

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

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

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

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

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

                                      None
                                      ----
                                (Title of Class)

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

                                      None
                                      ----
                                (Title of Class)

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

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


<PAGE>

                                     PART I

                            COFFEE HOLDING CO., INC.

ITEM 1. FINANCIAL STATEMENTS


                                       2
<PAGE>

                            COFFEE HOLDING CO., INC.

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                      PAGE
                                                                     ------
CONDENSED BALANCE SHEETS
     JANUARY 31, 2000 AND OCTOBER 31, 1999                            F-2

CONDENSED STATEMENTS OF OPERATIONS
     THREE MONTHS ENDED JANUARY 31, 2000 AND 1999                     F-3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIENCY)
     THREE MONTHS ENDED JANUARY 31, 2000                              F-4

CONDENSED STATEMENTS OF CASH FLOWS
     THREE MONTHS ENDED JANUARY 31, 2000 AND 1999                     F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS                             F-6/9

                                      * * *


                                      F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                      JANUARY 31, 2000 AND OCTOBER 31, 1998

<TABLE>
<CAPTION>
                                                             January        October
                                       ASSETS                31, 2000       31, 1999
                                       ------              -----------    -----------
                                                           (Unaudited)    (See Note 1)
<S>                                                        <C>            <C>
Current assets:
     Cash                                                  $   419,144    $   265,044
     Due from broker                                           371,494        281,064
     Accounts receivable, net of allowance for
        doubtful accounts of $227,210                        1,366,915      2,416,700
     Inventories                                             1,637,449      1,478,485
     Prepaid expenses and other current assets                  24,676         59,565
                                                           -----------    -----------
           Total current assets                              3,819,678      4,500,858
Property and equipment, at cost, net of accumulated
     depreciation of $1,966,356 and $1,908,410               1,951,719      1,983,317
Deposits and other assets                                       27,423         27,423
                                                           -----------    -----------

           Totals                                          $ 5,798,820    $ 6,511,598
                                                           ===========    ===========

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

Current liabilities:
     Line of credit borrowings                             $ 1,777,097
     Current portion of term loan                              257,600    $    87,312
     Current portion of obligations under capital leases       192,452        202,743
     Accounts payable and accrued expenses                   3,035,464      3,709,297
                                                           -----------    -----------
           Total current liabilities                         5,262,613      3,999,352
Term loan, net of current portion                                             192,119
Line of credit borrowings                                                   2,445,130
Obligations under capital leases, net of current portion                       46,161
Loans from related parties                                     435,253        148,014
                                                           -----------    -----------
           Total liabilities                                 5,697,866      6,830,776
                                                           -----------    -----------

Commitments and contingencies

Stockholders' equity (deficiency):
     Preferred stock, par value $.001 per share;
        10,000,000 shares authorized; none issued                 --             --
     Common stock, par value $.001 per share;
        30,000,000 shares authorized, 3,999,650
        shares issued and outstanding                            4,000          4,000
     Additional paid-in capital                                743,985        480,997
     Accumulated deficit                                      (647,031)      (804,175)
                                                           -----------    -----------
           Total stockholders' equity (deficiency)             100,954       (319,178)
                                                           -----------    -----------
           Totals                                          $ 5,798,820    $ 6,511,598
                                                           ===========    ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED JANUARY 31, 2000 AND 1999
                                   (Unaudited)

                                                      2000         1999
                                                   ----------   ----------

Net sales                                          $5,227,785   $6,919,449
Cost of sales                                       4,359,514    5,885,491
                                                   ----------   ----------

Gross profit                                          868,271    1,033,958
                                                   ----------   ----------

Operating expenses:
     Selling and administrative                       514,157      483,023
     Officers' salaries                                72,490       66,923
                                                   ----------   ----------
           Totals                                     586,647      549,946
                                                   ----------   ----------

Income from operations                                281,624      484,012

Interest expense                                       76,480       98,834
                                                   ----------   ----------

Income before income taxes                            205,144      385,178

Provision for income taxes                             48,000
                                                   ----------   ----------
Net income                                         $  157,144   $  385,178
                                                   ==========   ==========

Basic earnings per share                           $      .04   $      .10
                                                   ==========   ==========
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 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                       THREE MONTHS ENDED JANUARY 31, 2000
                                   (Unaudited)

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

Capital contribution                                    262,988                     262,988
Net income                                                            157,144       157,144
                              ---------     ------     --------     ---------     ---------
Balance, January 31, 2000     3,999,650     $4,000     $743,985     $(647,031)    $ 100,954
                              =========     ======     ========     =========     =========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 2000 AND 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         2000           1999
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
Operating activities:
     Net income                                                      $  157,144    $  385,178
     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
        Depreciation and amortization                                    57,946        60,798
        Changes in operating assets and liabilities:
           Due from broker                                              (90,430)       90,332
           Accounts receivable                                        1,049,785      (128,592)
           Inventories                                                 (158,964)     (276,370)
           Prepaid expenses and other current assets                     34,889        36,152
           Accounts payable and accrued expenses                       (673,833)     (342,740)
                                                                     ----------    ----------
               Net cash provided by (used in) operating activities      376,537      (175,242)
                                                                     ----------    ----------

Investing activities:
     Purchases of property and equipment                                (26,348)       (7,777)
     Loans to stockholder                                                            (300,000)
                                                                     ----------    ----------
               Net cash used in investing activities                    (26,348)     (307,777)
                                                                     ----------    ----------

Financing activities:
     Principal payments on mortgage note payable                                      (12,498)
     Increase in cash and cash equivalents restricted
        under mortgage note                                                            (3,424)
     Principal payments on term loan                                    (21,831)      (21,828)
     Net advances (repayments) under bank line of credit               (668,033)      589,294
     Principal payments of obligations under capital leases             (56,452)      (52,513)
     Advances from (repayments to) related parties                      287,239       (16,012)
     Capital contribution                                               262,988
                                                                     ----------    ----------
               Net cash provided by (used in) financing activities     (196,089)      483,019
                                                                     ----------    ----------

Net increase  in cash                                                   154,100          --

Cash, beginning of period                                               265,044          --
                                                                     ----------    ----------
Cash, end of period                                                  $  419,144    $     --
                                                                     ==========    ==========
Supplemental disclosure of cash flow data:

     Interest paid                                                   $   76,480    $    98,834
                                                                     ==========    ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Business activities:
            Coffee Holding Co., Inc. (the "Company")  conducts  wholesale coffee
            operations, including manufacturing,  roasting, packaging, marketing
            and  distributing  roasted and blended  coffees for private  labeled
            accounts and its own brands, and sells green coffees.  The Company's
            sales are  primarily to customers  that are located  throughout  the
            United States.

Note 2 - Basis of presentation:
            In the opinion of management,  the accompanying  unaudited condensed
            financial  statements reflect all adjustments,  consisting of normal
            recurring  accruals,  necessary  to  present  fairly  the  financial
            position  of the  Company as of January  31,  2000,  its  results of
            operations  and cash flows for the three  months  ended  January 31,
            2000 and 1999 and its changes in stockholders'  equity for the three
            months ended January 31, 2000.  Information  included in the balance
            sheet as of October 31,  1999 has been  derived  from the  Company's
            audited  balance sheet  included in the  Company's  Annual Report on
            Form 10-K for the year ended  October  31,  1999 (the  "Form  10-K")
            previously  filed with the Securities and Exchange  Commission  (the
            "SEC"). Pursuant to generally accepted accounting principles and the
            rules and regulations of the SEC for interim  financial  statements,
            certain  information and disclosures  normally included in financial
            statements prepared in accordance with generally accepted accounting
            principles  have been  condensed  or omitted  from  these  financial
            statements unless significant changes have taken place since the end
            of  the  most  recent  fiscal  year.  Accordingly,  these  unaudited
            condensed  financial  statements  should be read in conjunction with
            the audited financial statements, the related notes to the financial
            statements and the other information in the Form 10-K.

            Operating results for the three month periods ended January 31, 2000
            and 1999 are not  necessarily  indicative of the results that may be
            expected for the years ending October 31, 2000 and 1999.

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

                                                   January            October
                                                  31, 2000            31, 1999
                                                 ----------         -----------
                  Packed coffee                  $  421,622         $  211,620
                  Green coffee                      851,764            892,344
                  Packaging supplies                364,063            374,521
                                                 ----------         ----------
                         Totals                  $1,637,449         $1,478,485
                                                 ==========         ==========


                                      F-6
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3 - Inventories (concluded):
            The Company uses futures and options  contracts to hedge the effects
            of  fluctuations  in the price of green  coffee  beans,  as  further
            explained in Note 2 of the notes to financial statements in the Form
            10-K.  At January 31, 2000,  the Company  held  options  covering an
            aggregate  of  1,987,500  pounds  of green  coffee  beans  which are
            exercisable in fiscal 2000 at prices ranging from $1.05 to $1.15 per
            pound.  The fair market value of these  options,  which was obtained
            from a major financial  institution,  was  approximately  $33,000 at
            January 31, 2000. Due from broker includes the effects of unrealized
            hedging  losses of $26,700  and  $198,532  at January  31,  2000 and
            October 31, 1999, respectively.

Note 4 - Credit facility borrowings:
            The Company was  obligated  for  borrowings  during the three months
            ended January 31, 2000 and 1999 under a credit  facility  consisting
            of a  revolving  line of  credit  and a term  loan  that  expire  in
            November  2000,  as  further  explained  in Note 7 of the  notes  to
            financial statements in the Form 10-K.

            The line of credit provides for maximum of borrowings of $5,000,000.
            The  outstanding  balance  under the line of credit of $1,777,097 at
            January 31, 2000  approximated  the maximum  amount that the Company
            could have borrowed based on its eligible trade accounts  receivable
            and  inventories  as of that  date.  The  term  loan,  which  had an
            outstanding  balance of $257,600 at January 31,  2000,  provides for
            borrowings  of up to the  greater  of 80% of the  cost  of  eligible
            equipment or $500,000.

            As of January 31, 2000, the Company had total  borrowings  under the
            credit  facility  of  approximately  $2,035,000  that are payable no
            later  than  November  2000  and a  working  capital  deficiency  of
            approximately $1,443,000. If management is unable to renegotiate the
            credit  facility or obtain an  alternate  source of  financing,  the
            Company may not be able to continue to operate at its current level.
            Management  believes but cannot assure that the credit facility will
            be  renewed  or  alternate  financing  on  favorable  terms  will be
            obtained.

Note 5 - Income taxes:
            The Company's  provision for income taxes for the three months ended
            January 31, 2000 and 1999 was comprised as follows:

                                                          2000           1999
                                                        -------        --------
                  Federal                               $29,000        $    -
                  State                                   9,000             -
                  Local                                  10,000             -
                                                        -------        --------
                     Provision for income taxes         $48,000        $    -
                                                        =======        ========

            The  differences  between the tax  provision  computed  based on the
            Company's  pre-tax  income and the applicable  statutory  income tax
            rate and the  Company's  provisions  for  Federal,  state  and local
            income taxes for the three  months  ended  January 31, 2000 and 1999
            are set forth below:


                                      F-7
<PAGE>

                                              COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 5 - Income taxes (concluded):

<TABLE>
<CAPTION>
                                                                           Three Months
                                                                          Ended January 31,
                                                                     ------------------------
                                                                         2000          1999
                                                                     ---------      ---------
<S>                                                                  <C>            <C>
                  Tax provision at statutory rate of 34%             $  90,000      $ 130,000
                  Adjustments for effects of:
                     State income taxes, net of Federal benefit          24,000        42,000
                     Change in valuation allowance for deferred
                         tax assets                                     (66,000)     (172,000)
                                                                     ----------     ---------
                           Provision for income taxes                 $  48,000     $   -
                                                                      =========     =========
</TABLE>

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

            The Company also had estimated net operating loss  carryforwards  of
            approximately  $415,000  and  $800,000  available  to reduce  future
            Federal,  state and local taxable  income as of January 31, 1999 and
            October  31,  1998,  respectively.  There  were  no  other  material
            temporary  differences  as of January 31, 1999 and October 31, 1998.
            Due to the  uncertainties  related  to the  extent and timing of the
            Company's  future  taxable  income,  the Company had also offset the
            estimated deferred tax assets of approximately $191,000 and $363,000
            attributable  to the potential  benefits from the net operating loss
            carryforwards   as  of  January  31,  1999  and  October  31,  1998,
            respectively, by equivalent valuation allowances. As a result of the
            reduction in the  valuation  allowance of $172,000,  the Company did
            not recognize  any provision or credit for Federal  income taxes for
            the three months ended January 31, 1999.

Note 6 - Earnings per share:
            The Company presents "basic" and, if applicable,  "diluted" earnings
            per  common  share  pursuant  to  the  provisions  of  Statement  of
            Financial  Accounting  Standards  No. 128,  "Earnings per Share" and
            certain  other  financial  accounting  pronouncements,   as  further
            explained in Note 2 of the notes to financial statements in the Form
            10-K. Diluted earnings per share have not been presented because the
            Company had no potentially  dilutive  securities  outstanding during
            the three months ended January 31, 2000 and 1999.


                                      F-8
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 7 - Major customer:
            Approximately  21% and 23% of the Company's  sales were derived from
            one  customer  during the three  months  ended  January 31, 2000 and
            1999, respectively (see Note 11 of the notes to financial statements
            in the Form 10-K).

Note 8 - Stock option plan:
            As of January  31,  2000,  no  options  had been  granted  under the
            Company's  stock  option plan (see Note 12 of the notes to financial
            statements in the Form 10-K).

Note 9 - Related party balances and transactions:
            The Company had loans  payable to its  stockholders  of $435,253 and
            $148,014 at January 31, 2000 and October 31, 1999, respectively. The
            loans are due on demand and bear interest at 10%.  Interest  expense
            was not material  for the three  months  ended  January 31, 2000 and
            1999.

            During the three months ended January 31, 2000, a stockholder made a
            capital  contribution of $262,988 to the Company which represented a
            return of a portion of a dividend  paid during a period in which the
            Company was taxed as an "S" Corporation.

            During the three months ended January 31, 1999, the Company loaned a
            total of $300,000 to a stockholder.  The loans, which were repaid in
            February 1999, bore interest at 10% (interest income attributable to
            the loans was not material  for the three  months ended  January 31,
            1999).

                                      * * *


                                      F-9

<PAGE>

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

Forward-Looking Statements

      The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a safe harbor for forward-looking statements made by or on behalf of 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 future filings with the SEC.

      You are strongly encouraged to consider these factors when evaluating
forward looking statements in this annual report. We undertake no responsibility
to update any forward-looking statements contained in this report.

Three Months Ended January 31, 2000 Compared to Three Months Ended January 31,
1999

      Net sales totaled $5,227,785 in the three months ended January 31, 2000, a
decrease of $1,691,664 or 24% from $6,919,449 in the three months ended January
31, 1999. Sales declined in the quarter due to a number of reasons. During the
quarter, the Company lost approximately $500,000 in sales as one of the
Company's largest wholesale customers decided to make its purchases from another
coffee seller due to that seller's reduction of its selling prices. The loss of
this customer was not anticipated. Historically, the Company derived
approximately $2,000,000 in revenues from this customer. Although the Company
expects that it will be able to resume some business with this customer over the
next fiscal quarters, it expects that this business will be substantially below
the prior levels. Consequently, the Company expects its net sales in the next
fiscal quarters and for the fiscal year ended October 31, 2000 will be
negatively impacted.

      Sales of private label coffee were lower in the three months ended January
31, 2000. As the retail selling prices of coffee continued a gradual decline,
the difference between the selling price of private label coffee and premium
coffee narrowed which made premium coffee more attractive to consumers.

      Sales of private label and branded coffee to the Company's wholesale
customers also fell in November and December 1999 as these customers indicated
they did not want to carry large inventories in anticipation of Year 2000.
Although a few customers actually increased their purchase of inventory ahead of
the Year 2000, those purchases did not offset the loss of sales.

      Cost of sales in the three months ended January 31, 2000 was $4,359,514,
or 83% of net sales, as compared to $5,885,491, or 85% of net sales in the three
months ended January 31, 1999. The decrease in cost of sales, as a percentage of
net sales, was attributable to a gradual decline in green coffee purchase prices
which enabled the Company to purchase inventory at lower prices. Although green
coffee purchase prices surged in November and December 1999, that surge was
temporary and since the Company had a sufficient amount of inventory on hand
prior to the price surge, it could forego purchases during the price surge.

      The Company's gross profit in the three months ended January 31, 2000 was
$868,271, a decrease of $165,687 or 16% from $1,033,958 in the three months
ended January 31, 1999. Gross profit as a percentage of net sales increased by
2% to 17% in the three months ended January 31, 2000 from 15% in the three
months ended January 31, 1999. Margins improved primarily due to the overall
decline in green coffee purchase prices.


                                       1
<PAGE>

      Selling and administrative expenses were $514,157 in the three months
ended January 31, 2000, an increase of $31,134 or 6% from $483,023 in the three
months ended January 31, 1999. As a percentage of net sales, this change
represented a 3% increase from 7% in the three months ended January 31, 1999 to
10% in the three months ended January 31, 2000, due, in part, to an increase in
office salaries.

      Interest expense decreased $22,354 or 23% from $98,834 in the three months
ended January 31, 1999 to $76,480 in the three months ended January 31, 2000.

      Primarily as a result of the decrease in sales and gross profit, the
Company had income of $205,144 before income taxes in the three months ended
January 31, 2000 compared to $385,178 in the three months ended January 31,
1999.

      The Company's provision for income taxes for the three months ended
January 31, 2000 totaled $48,000 whereas it had no provision or credit for
income taxes for the three months ended January 31, 1999. The differences
between the tax provision computed based on the Company's pre-tax income and the
applicable statutory income tax rate and the Company's provisions for Federal,
state and local income taxes for the three months ended January 31, 2000 and
1999 are set forth below:

<TABLE>
<CAPTION>
                                                                              Three Months
                                                                            Ended January 31,
                                                                            -----------------
                                                                            2000         1999
                                                                         ---------    ---------

<S>                                                                      <C>          <C>
        Tax provision at statutory rate of 34%                           $  90,000    $ 130,000
        Adjustments for effects of:
                 State income taxes, net of Federal benefit                 24,000       42,000
                 Change in valuation allowance for deferred tax assets     (66,000)    (172,000)
                                                                         ---------    ---------

                 Provision for income taxes                              $  48,000    $      --
                                                                         =========    =========
</TABLE>

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

      The Company had also offset the estimated deferred tax assets of
approximately $191,000 and $363,000 attributable to the potential benefits from
the net operating loss carryforwards as of January 31, 1999 and October 31,
1998, respectively, by equivalent valuation allowances due to the same
uncertainties. As a result of the reduction in the valuation allowance of
$172,000, the Company did not recognize any provision or credit for Federal
income taxes for the three months ended January 31, 1999.

      As a result, the Company had net income of $157,144, or $.04 per share, in
the three months ended January 31, 2000 compared to net income of $385,178, or
$.10 per share, in the three months ended January 31, 1999.

Liquidity and Capital Resources

      The Company had net income of approximately $157,000 during the three
months ended January 31, 2000. As of January 31, 2000, the Company had total
stockholders' equity of $101,000, which increased by $420,000 from its total
stockholders' deficiency of $319,000 as of October 31, 1999, and a cash balance
of $419,000, which increased by $154,000 from its cash balance of $265,000 as of
October 31, 1999. However, the Company had a working capital deficiency of
approximately $1,443,000 as of January 31, 2000 compared to working capital of
$502,000 as of October 31, 1999. The Company's working capital deficiency
increased by $1,945,000 during the three months ended January 31, 2000 primarily
as a result of the classification of borrowings of $2,035,000


                                       2
<PAGE>

under the Company's credit facility as short-term liabilities instead of
long-term liabilities as of January 31, 2000, as further explained below.

      The Company has obtained a credit facility from Nationscredit Commercial
Corp. that provides for a revolving line of credit of up to $5,000,000 based on
eligible trade accounts receivable and inventories and a term loan for equipment
purchases of up to $500,000. The line of credit provides for borrowings of up to
85% of the Company's eligible trade accounts receivable and 60% of its eligible
inventories. The outstanding balance of approximately $1,777,000 under the line
of credit as of January 31, 2000 approximated the maximum amount that the
Company could borrow based on its eligible trade accounts receivable and
inventories as of that date. Interest is payable monthly at the prime rate plus
1% (an effective rate of 9.5% at January 31, 2000). However, the credit facility
expires on November 20, 2000. Accordingly, as of January 31, 2000 total credit
facility borrowings of $2,035,000 were classified as short-term liabilities,
whereas as of October 31, 1999 total credit facility borrowings of only $87,000
were classified as short-term liabilities and total credit facility borrowings
of $2,637,000 were classified as long-term liabilities in the accompanying
condensed balance sheets.

      During the three months ended January 31, 2000, the Company's operating
activities provided net cash of approximately $377,000 primarily as a result of
the effects of the net income generated during the period, adjusted to eliminate
the effects of charges for depreciation and amortization, and a decrease in
receivables from customers, which were partially offset by an increase in
inventories and a decrease in accounts payable and accrued expenses.

      During the three months ended January 31, 2000, the Company used
approximately $746,000 of its cash resources to reduce its line of credit, term
loan and capital lease obligations. Capital expenditures totaled $26,000 during
the period and management expects that the Company's capital expenditures will
approximate those made in fiscal 1999. It also received a short-term loan of
$287,000 from a related party and a capital contribution of approximately
$263,000 from a stockholder which represented a return of a portion of a
dividend paid during a period in which the Company was taxed as an "S"
Corporation.

      Management believes, but cannot assure, that the Company will be able to
finance its operations, including increases in accounts receivable and
inventories, capital expenditures and debt repayments, during fiscal 2000
through cash provided by operating activities and/or short or long-term
borrowings. The Company's line of credit with Nationscredit Commercial Corp.
expires on November 20, 2000. Management is in discussions with the current
lender to renew the line and with other lenders to replace the line, but there
are no assurances that the Company will be able to renew or replace this line.
In the event that the Company is unable to obtain a line of credit, management
believes the Company could obtain loans by mortgaging its headquarters or by
using its equipment as collateral.

Year 2000

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


                                       3
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

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

Interest Rate Risks

      The Company is subject to market risk from exposure to fluctuations in
interest rates. At January 31, 2000, the Company's long-term debt, other than
capitalized leases, consisted of approximately $435,000 of fixed rate debt and
approximately $2,000,000 of variable rate debt under its revolving line of
credit and term loan. Interest on the variable rate debt was payable primarily
at 1% above a specified prime rate (an effective rate of 9.5% at January 31,
2000). The Company does not expect changes in interest rates to have a material
effect on income or cash flows in fiscal 2000, although there can be no
assurance that interest rates will not significantly change.

Commodity Price Risks

      The supply and price of coffee beans are subject to volatility and are
influenced by numerous factors which are beyond the Company's control. The
Company uses coffee futures and options contracts for hedging purposes to
minimize the effect of changing green coffee prices and, if needed, to
supplement its supply. At January 31, 2000, the Company held options covering an
aggregate of 1,987,500 pounds of green coffee beans, which are exercisable in
fiscal 2000 at prices ranging from $1.05 to 1.15 per pound. The price per pound
of green coffee on January 31, 2000 was $1.11. The Company generally has been
able to pass green coffee price increases through to its customers, thereby
maintaining its gross profits. However, the Company cannot predict whether it
will be able to pass inventory price increases through to its customers in the
future (see Note 3 to the unaudited condensed financial statements elsewhere
herein).


                                       4
<PAGE>

                                    PART III

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number            Exhibit Name
------            ------------

27                Financial Data Schedule

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


                                       5
<PAGE>

                                   SIGNATURES

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

COFFEE HOLDING CO., INC.

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

/s/ Andrew Gordon       Chief Executive Officer,             October 25, 2000
-----------------       President and Treasurer
Andrew Gordon           (principal executive officer
                        and principal financial officer)


                                       6
<PAGE>

                                INDEX TO EXHIBITS

27    Financial Data Schedule