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 July 31, 1999

                                       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
     JULY 31, 1999 AND OCTOBER 31, 1998                             F-2

CONDENSED STATEMENTS OF OPERATIONS
     NINE AND THREE MONTHS ENDED JULY 31, 1999 AND 1998             F-3

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     NINE MONTHS ENDED JULY 31, 1999                                F-4

CONDENSED STATEMENTS OF CASH FLOWS
     NINE MONTHS ENDED JULY 31, 1999 AND 1998                       F-5

NOTES TO CONDENSED FINANCIAL STATEMENTS                            F-6/11

                                      * * *

                                     F-1
<PAGE>

                            COFFEE HOLDING CO., INC.

                            CONDENSED BALANCE SHEETS
                       JULY 31, 1999 AND OCTOBER 31, 1998



<TABLE>
<CAPTION>
                                                                      July         October
                            ASSETS                                 31, 1999        31, 1998
                            ------                               ------------   --------------
                                                                  (Unaudited)    (See Note 1)
<S>                                                               <C>            <C>
Current assets:
     Due from broker                                              $    58,340    $   150,592
     Accounts receivable, net of allowance for doubtful
        accounts of $215,000                                        1,778,619      2,243,798
     Inventories                                                    1,661,694      1,359,954
     Cash and cash equivalents restricted under mortgage note                        432,965
     Prepaid expenses and other current assets                         21,736         57,198
                                                                  -----------    -----------
           Total current assets                                     3,520,389      4,244,507
Property and equipment, at cost, net of accumulated
     depreciation of $1,843,816 and $1,657,206                      1,984,830      2,123,429
Deferred mortgage costs, net of accumulated amortization
     of $48,611                                                                       56,784
Deposits and other assets                                              15,887         99,323
                                                                  -----------    -----------

           Totals                                                 $ 5,521,106    $ 6,524,043
                                                                  ===========    ===========

             LIABILITIES AND STOCKHOLDERS' DEFICIENCY
             ----------------------------------------

Current liabilities:
     Mortgage note payable                                                       $   600,000
     Current portion of term loan                                 $    87,312         87,312
     Current portion of obligations under capital leases              235,479        215,026
     Accounts payable and accrued expenses                          2,652,828      3,569,321
                                                                  -----------    -----------
           Total current liabilities                                2,975,619      4,471,659
Term loan, net of current portion                                     213,944        279,431
Line of credit borrowings                                           2,175,648      2,320,513
Obligations under capital leases, net of current portion               68,793        249,325
Loans from related parties                                            195,993        131,197
                                                                  -----------    -----------
           Total liabilities                                        5,629,997      7,452,125
                                                                  -----------    -----------

Commitments and contingencies

Stockholders' 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                                       480,997        480,997
     Accumulated deficit                                             (593,888)    (1,413,079)
                                                                  -----------    -----------
           Total stockholders' deficiency                            (108,891)      (928,082)
                                                                  -----------    -----------

           Totals                                                 $ 5,521,106    $ 6,524,043
                                                                  ===========    ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-2
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF OPERATIONS
               NINE AND THREE MONTHS ENDED JULY 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Nine Months                  Three Months
                                               Ended July 31,                Ended July 31,
                                          -------------------------   --------------------------
                                              1999          1998          1999           1998
                                          -----------   -----------   -----------    -----------
<S>                                       <C>           <C>           <C>            <C>
Net sales                                 $17,231,006   $19,865,601   $ 4,414,575    $ 6,684,459
Cost of sales                              14,589,571    17,502,949     3,727,221      6,173,356
                                          -----------   -----------   -----------    -----------

Gross profit                                2,641,435     2,362,652       687,354        511,103
                                          -----------   -----------   -----------    -----------

Operating expenses:
     Selling and administrative             1,340,595     1,444,010       329,553        543,091
     Officers' salaries                       217,500       261,587        78,077         98,412
                                          -----------   -----------   -----------    -----------
           Totals                           1,558,095     1,705,597       407,630        641,503
                                          -----------   -----------   -----------    -----------

Income (loss) from operations               1,083,340       657,055       279,724       (130,400)
                                          -----------   -----------   -----------    -----------

Other expenses:
     Interest expense                         249,149       261,972        66,954         75,569
     Expenses in connection with
        Reverse acquisition                                 180,000
                                          -----------   -----------   -----------    -----------
           Totals                             249,149       441,972        66,954         75,569
                                          -----------   -----------   -----------    -----------

Income (loss) before income taxes             834,191       215,083       212,770       (205,969)

Provision (credit) for income taxes            15,000        24,000        15,000        (22,000)
                                          -----------   -----------   -----------    -----------

Net income (loss)                         $   819,191   $   191,083   $   197,770    $  (183,969)
                                          ===========   ===========   ===========    ===========

Basic earnings per share                         $.20                        $.05          $(.05)
                                                 ====                        ====          =====

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

Unaudited:
     Historical income (loss) before
        income taxes                                    $   215,083
     Pro forma:
        Provision (credit) for income
           taxes                                             97,000
                                                        -----------

        Net income (loss)                               $   118,083
                                                        ===========

        Basic earnings (loss) per share                        $.03
                                                               ====

        Basic weighted average
           common shares outstanding                      3,999,650
                                                          =========
</TABLE>

See Notes to Condensed Financial Statements.

                                      F-3
<PAGE>

                            COFFEE HOLDING CO., INC.

           CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                         NINE MONTHS ENDED JULY 31, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        Additional
                                   Common Stock           Paid-in     Accumulated
                               Shares        Amount       Capital       Deficit          Total
                            -----------   -----------   -----------   -----------    -----------
<S>                          <C>         <C>           <C>           <C>            <C>
Balance, November 1, 1998     3,999,650   $     4,000   $   480,997   $(1,413,079)   $  (928,082)

Net income                                                                819,191        819,191
                            -----------   -----------   -----------   -----------    -----------

Balance, July 31, 1999        3,999,650   $     4,000   $   480,997   $  (593,888)   $  (108,891)
                            ===========   ===========   ===========   ===========    ===========
</TABLE>

See Notes to Condensed Financial Statements.


                                      F-4
<PAGE>

                            COFFEE HOLDING CO., INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JULY 31, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        1999           1998
                                                                     ------------  ------------
<S>                                                                    <C>          <C>
Operating activities:
     Net income                                                        $ 819,191    $ 191,083
     Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation and amortization                                    188,331      166,477
        Write-off of deferred mortgage costs                              55,063
        Changes in operating assets and liabilities:
           Due from broker                                                92,252      116,852
           Accounts receivable                                           465,179      396,624
           Inventories                                                  (301,740)    (205,445)
           Prepaid expenses and other current assets                      35,462         (690)
           Deposits and other assets                                      83,436      (95,109)
           Accounts payable and accrued expenses                        (916,493)     185,211
                                                                       ---------    ---------
               Net cash provided by operating activities                 520,681      755,003
                                                                       ---------    ---------

Investing activities - purchases of property and equipment               (48,011)    (396,952)
                                                                       ---------    ---------

Financing activities:
     Principal payments on mortgage note payable                        (600,000)     (37,500)
     (Increase) decrease in cash and cash equivalents restricted
        under mortgage note                                              432,965     (304,167)
     Principal payments on term loan                                     (65,487)     (65,484)
     Net advances under bank line of credit                             (144,865)     585,578
     Principal payments of obligations under capital leases             (160,079)     (86,260)
     Advances from (repayments to) loans from related parties             64,796     (399,723)
                                                                       ---------    ---------
               Net cash used in financing activities                    (472,670)    (307,556)
                                                                       ---------    ---------

Net increase in cash                                                        --         50,495

Cash, beginning of period                                                   --        198,679
                                                                       ---------    ---------

Cash, end of period                                                    $    --      $ 249,174
                                                                       =========    =========

Supplemental disclosure of cash flow data:
     Interest paid                                                     $ 249,149    $ 261,972
                                                                       =========    =========

     Income taxes paid                                                              $ 104,664
                                                                                    =========
</TABLE>

Supplemental schedule of noncash investing and financing activities:

      During  the  nine  months  ended  July 31,  1998,  the  Company  purchased
      equipment at a cost of $288,500 by incurring capital lease obligations.

      During the nine months  ended July 31,  1998,  the Company  increased  its
      obligations  under the credit  facility  that provides it with the line of
      credit  and term loan and  decreased  the  balance  payable  to its factor
      through a direct transfer of $2,503,288 from the bank to the factor.

See Notes to Condensed Financial Statements.


                                      F-5
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 - Business activities and reverse acquisition:
            Coffee Holding Co., Inc.  ("Coffee"),  which was incorporated in New
            York on January 22,  1971,  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.

            On February 10,  1998,  the holders of all of the shares of Coffee's
            common  stock  consummated  an exchange  (the  "Exchange")  of their
            shares  for  shares of common  stock of  Transpacific  International
            Group  Corp.  ("Transpacific").  Transpacific  was  incorporated  in
            Nevada on October 9, 1995 and organized originally as a "blind pool"
            or "blank check"  company for the purpose of either  merging with or
            acquiring  an operating  company.  It had been a  development  stage
            company  with no  significant  operating  activities  or assets  and
            liabilities prior to the Exchange.

            Transpacific,  which had, effectively, 999,650 outstanding shares of
            common  stock  (with a par  value of $.001 per  share)  prior to the
            Exchange,  issued  3,000,000  shares of common stock in exchange for
            all of the 100 issued and outstanding shares of common stock (no par
            value) of Coffee. Concurrently,  Coffee was merged into Transpacific
            (the "Merger") and  Transpacific  changed its name to Coffee Holding
            Co., Inc.

            Coffee Holding Co., Inc. after the Exchange, the Merger and the name
            change  is  referred  to below  as the  "Company"  or the  "Combined
            Company." The "Company" is also used to refer to Coffee Holding Co.,
            Inc. prior to the Exchange, the Merger and the name change.

            The stockholders of Coffee also owned 540,040 shares of common stock
            of Transpacific prior to the Exchange and, accordingly, they owned a
            total  of  3,540,400  or  88.5%  of the  outstanding  shares  of the
            Combined  Company  immediately  after the Exchange.  Therefore,  the
            Merger  was  treated,  effective  as  of  February  10,  1998,  as a
            "purchase  business  combination"  and a "reverse  acquisition"  for
            accounting  purposes in which  Transpacific was the "legal acquirer"
            and Coffee was the "accounting acquirer." The carrying values of the
            assets and liabilities of Transpacific,  which were immaterial, were
            recorded at their  historical  carrying  values as of  February  10,
            1998.  Accordingly,  the historical  financial  statements  included
            herein only reflect the operations of Coffee for the period prior to
            February 10,  1998.  All  references  to numbers of shares of common
            stock as of the dates or for periods prior to the Exchange have been
            restated  to  reflect  the ratio of the  number of common  shares of
            Transpacific effectively exchanged for common shares of Coffee.

            Consulting  and  professional  fees  and  other  costs  incurred  in
            connection  with the  reverse  acquisition  totaling  $180,000  were
            charged to expense during the nine months ended July 31, 1998.

            Information  as to the  unaudited pro forma results of operations of
            the  Company  for the nine and  three  months  ended  July 31,  1998
            assuming the Merger had been  consummated as of, and the results of
            operations of Transpacific had been included from,  November 1, 1997
            has not been  presented  because  such pro forma  results  would not
            differ materially from the historical  results of operations for the
            nine  and  three  months  ended  July  31,  1998  reflected  in  the
            accompanying historical statements of operations.


                                      F-6
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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,  1999,  its  results  of
            operations  for the nine and three  months  ended July 31,  1999 and
            1998, its changes in stockholders'  equity for the nine months ended
            July 31, 1999 and its cash flows for the nine months  ended July 31,
            1999 and  1998.  Information  included  in the  balance  sheet as of
            October 31, 1998 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, 1998 (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 nine month periods ended July 31, 1999 and
            1998  are not  necessarily  indicative  of the  results  that may be
            expected for the years ending October 31, 1999 and 1998.

Note 3 - Inventories:
            Inventories  at July 31, 1999 and October 31, 1998  consisted of the
            following:

                                                            July        October
                                                          31, 1999     31, 1998
                                                        -----------   ----------

                  Packed coffee                          $  234,539   $  395,655
                  Green coffee                            1,072,156      755,305
                  Packaging supplies                        354,999      208,994
                                                         ----------   ----------

                         Totals                          $1,661,694   $1,359,954
                                                         ==========   ==========

            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 July 31,  1999,  the  Company  held  options  covering  an
            aggregate  of  3,675,000  pounds  of green  coffee  beans  which are
            exercisable  in fiscal 1999 at prices ranging from $.90 to $1.20 per
            pound.  The fair market value of these  options,  which was obtained
            from a major financial  institution,  was  approximately  $62,000 at
            July 31, 1999.  Due from broker  includes the effects of  unrealized
            hedging  gains of $59,763 and  $123,222 at July 31, 1999 and October
            31, 1998, respectively.


                                      F-7
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4 - Mortgage note payable:
            On June 1, 1989,  the  Company  financed  the  purchase  of land and
            building  through  the  issuance of a mortgage  note  payable in the
            principal  amount  of  $1,050,000  to the New York  City  Industrial
            Development  Agency (the "NYCIDA").  The mortgage note, which had an
            outstanding  balance of  $600,000  at  October  31,  1998,  required
            monthly  payments of $4,167 plus  interest  based on a variable rate
            set  weekly by Bear  Stearns  & Co.  The  final  payment  was due on
            November  1, 2009.  The  payment of the note was  secured by a first
            mortgage  on the  Company's  land  and  building  and the  Company's
            restricted  investments  (see  Note  5 of  the  notes  to  financial
            statements in the Form 10-K).

            At October 31, 1998, the Company was not in compliance  with certain
            financial  covenants in the NYCIDA agreement and,  accordingly,  the
            outstanding balance of the mortgage note payable was classified as a
            current  liability  in the  accompanying  October 31,  1998  balance
            sheet.

            In March 1999,  the  restricted  investments  were  liquidated,  the
            mortgage  note was repaid  and the  remaining  unamortized  deferred
            mortgage costs of $55,063 were charged to interest expense.

Note 5 - Credit facility borrowings:
            The Company was obligated for borrowings under a factoring agreement
            until  November  21,  1997 when it obtained a credit  facility  from
            Nationscredit  Commercial  Corp.  consisting of a revolving  line of
            credit and a term loan, as further  explained in Note 7 of the notes
            to financial statements in the Form 10-K.

            The Company incurred costs of  approximately  $113,000 in connection
            with the  cancellation of the factoring  agreement that were charged
            to interest expense during the nine months ended July 31, 1998.

            The line of credit provides for maximum of borrowings of $5,000,000.
            The  outstanding  balance  under the line of credit of $2,175,648 at
            July 31, 1999 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 $301,256 (including a current portion of $87,312) at July
            31, 1999, provides for borrowings of up to the greater of 80% of the
            cost of eligible equipment or $500,000.


                                      F-8
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 - Income taxes:
            As shown in the accompanying  statements of operations,  the Company
            had historical  provisions and credits for income taxes for the nine
            and three months ended July 31, 1999 and 1998 that were attributable
            to current Federal, state and local income taxes as set forth below:

                                           Nine Months         Three Months
                                          Ended July 31,       Ended July 31,
                                      --------------------   -------------------
                                        1999       1998       1999       1998
                                      --------   --------   --------   --------
               Federal                $  9,700              $  9,700
               State                     2,200   $  5,000      2,200   $ (3,000)
               Local                     3,100     19,000      3,100    (19,000)
                                      --------   --------   --------   --------

                   Total historical   $ 15,000   $ 24,000   $ 15,000   $(22,000)
                                      ========   ========   ========   ========

            As  explained  in  Notes  2 and 9 of  the  notes  to  the  financial
            statements in the Form 10-K, prior to February 10, 1998, the date of
            the  Exchange,  the  Company  had  elected  to be  taxed  as an  "S"
            Corporation  and,  accordingly,  it was not  required  to  record  a
            provision (credit) for Federal income taxes on its historical income
            (loss)  before  income  taxes of  approximately  $1,028,000  for the
            period from November 1, 1997 to February 10, 1998;  however,  it was
            required to provide for state income taxes at a reduced rate and New
            York City income taxes at the same rates as  companies  that had not
            made such an election  during  those  periods.  Although the Company
            became  subject to  Federal,  state and local  income  taxes at full
            statutory rates for periods  subsequent to the date of the Exchange,
            it had a  historical  loss  before  income  taxes  of  approximately
            $813,000 for the period from  February 11, 1998 to July 31, 1998 and
            approximately  $206,000 for the three months ended July 31, 1998. As
            a result of the loss for the period from  February  11, 1998 to July
            31, 1998 and certain other  elections  related to the termination of
            its "S"  Corporation  election,  the Company had net operating  loss
            carryforwards  as  of  July  31,  1998  of  approximately   $307,000
            available to reduce future Federal,  state and local taxable income.
            There were no other  material  temporary  differences as of July 31,
            1998. Due to the  uncertainties  related to the extent and timing of
            the Company's future taxable income, the Company offset the deferred
            tax assets of approximately  $138,000  attributable to the potential
            benefits from the net operating  loss  carryforwards  as of July 31,
            1998 by an equivalent valuation allowance and,  accordingly,  it did
            not  recognize  a credit  for  Federal  income  taxes for either the
            period from  February  11, 1998 to July 31, 1998 or the three months
            ended  July  31,  1998.  As a  result  of  recording  the  valuation
            allowance  for the  period  after  February  10,  1998,  and the "S"
            Corporation  election for the period through  February 10, 1998, the
            Company did not recognize any provision or credit for Federal income
            taxes for the nine months ended July 31, 1998.


                                      F-9
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 6 - Income taxes (concluded):
            The Company had net operating loss  carryforwards  of  approximately
            $179,000 and $800,000 available to reduce future Federal,  state and
            local  taxable  income as of April 30, 1999 and  October  31,  1998,
            respectively.  The Company  also offset the  deferred  tax assets of
            approximately  $84,000 and $363,000  attributable  to the  potential
            benefits from the net operating loss  carryforwards  as of April 30,
            1999 and October 31, 1998,  respectively,  by  equivalent  valuation
            allowances.  Since the Company had pre-tax  income of  approximately
            $834,000 for the nine months ended July 31, 1999 (including $213,000
            for the three months ended July 31, 1999),  the net  operating  loss
            carryforwards and the related valuation allowance were eliminated as
            of July 31, 1999. As a result,  the  provisions for income taxes for
            the nine and three months ended July 31, 1999 were partially  offset
            by the reduction in the valuation  allowance of $363,000 and $84,000
            for those respective periods.

            The  differences  between the tax provision or credit computed based
            on  the  Company's   historical  pre-tax  income  or  loss  and  the
            applicable  statutory  income tax rate and the Company's  historical
            provisions and credits for Federal, state and local income taxes for
            the nine and three months ended July 31, 1999 and 1998 are set forth
            below:

<TABLE>
<CAPTION>
                                                                   Nine Months             Three Months
                                                                  Ended July 31,          Ended July 31,
                                                              ----------------------   ----------------------
                                                                 1999          1998        1999         1998
                                                              ---------    ---------   ---------    ---------
            <S>                                               <C>          <C>         <C>          <C>
            Tax provision (credit) at statutory rate of 34%   $ 284,000    $  73,000   $  73,000    $ (70,000)
            Adjustments for effects of:
               State income taxes, net of Federal tax
                   effect                                        94,000       24,000      26,000      (22,000)
               "S" Corporation election and termination
                   of "S" Corporation election                              (211,000)                  34,000
               Change in valuation allowance                   (363,000)     138,000     (84,000)      36,000
                                                              ---------    ---------   ---------    ---------

                     Historical provision (credit)            $  15,000    $  24,000   $  15,000    $ (22,000)
                                                              =========    =========   =========    =========
</TABLE>

            The Company's "S" Corporation election was in effect for part of the
            nine months  ended July 31,  1998.  Unaudited  pro forma  historical
            provisions  for income  taxes  assuming the Exchange had occurred on
            November 1, 1997 and the  Company was subject to Federal,  state and
            local  income  taxes  at full  statutory  rates  for all of the nine
            months ended July 31, 1998 are set forth below:

            Federal                                                      $60,000
            State                                                         18,000
            Local                                                         19,000
                                                                         -------

                     Total pro forma  (unaudited)                        $97,000
                                                                         =======

            The  unaudited  pro forma  provisions  and credits for income  taxes
            reflect  an  effective  rate of  approximately  45% for each  period
            comprised  of an 11% rate for state and local income  taxes,  net of
            the  related  Federal  income tax effect,  and a  statutory  Federal
            income tax rate of 34%.


                                      F-10
<PAGE>

                            COFFEE HOLDING CO., INC.

                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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" ("SFAS
            128") and certain  other  financial  accounting  pronouncements,  as
            further explained in Note 2 of the notes to financial  statements in
            the Form 10-K.

            Since the Company had elected to be taxed as an "S" Corporation,  it
            was not required to provide for Federal income taxes and it was only
            required to provide for state  income  taxes at a reduced rate prior
            to the date of the Exchange.  SEC rules and regulations prohibit the
            presentation  of  earnings  (loss)  per  common  share  amounts on a
            historical  basis for the periods  during which the "S"  Corporation
            elections were in effect;  instead, they require the presentation of
            basic and,  if  applicable,  diluted  unaudited  pro forma  earnings
            (loss) per common share amounts in the  statements of operations for
            such periods  assuming  that the Company had been subject to Federal
            and  state  income  taxes at  statutory  rates  applicable  to those
            companies that had not made "S" Corporation elections.

            Since the Company had elected to be taxed as an "S"  Corporation for
            part  of  the  nine  months  ended  July  31,  1998  and  it  had no
            potentially  dilutive  securities  outstanding  during  the nine and
            three months ended July 31, 1999 and 1998, historical basic earnings
            per share is presented in the accompanying  condensed  statements of
            operations  for only the nine and three  months  ended July 31, 1999
            and the three  months  ended July 31, 1998 and  unaudited  pro forma
            earnings  per  share  is  presented  in the  accompanying  condensed
            statements of operations for the nine months ended July 31, 1998.

            The  weighted   average  common  shares   outstanding  used  in  the
            computation  of basic  earnings  per  share  for the nine and  three
            months  ended July 31,  1999 was  3,999,650  which was the number of
            shares of common stock  actually  outstanding  during those periods.
            The  weighted   average  common  shares   outstanding  used  in  the
            computation  of unaudited pro forma basic earnings per share for the
            nine months ended July 31, 1998 was also  3,999,650,  which reflects
            the  retroactive  adjustment  of the  number  of  common  shares  of
            Transpacific actually outstanding to include only the 999,650 shares
            effectively  outstanding  as of the  date  of the  Exchange  and the
            3,000,000  shares of common  stock  issued  to the  stockholders  of
            Coffee in connection with the Exchange (see Note 1).

Note 8 - Major customer:
            Approximately  19% and 20% of the Company's  sales were derived from
            one  customer  during the nine months  ended July 31, 1999 and 1998,
            respectively  (see Note 11 of the notes to financial  statements  in
            the Form 10-K).

Note 9 - Stock option plan:
            As of July 31, 1999, 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).

                                      * * *


                                      F-11

<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 report. We undertake no responsibility to
update any forward-looking statements contained in this report.

Nine Months Ended July 31, 1999 Compared to Nine Months Ended July 31, 1998

      Net sales totaled $17,231,006 in the nine months ended July 31, 1999, a
decrease of $2,634,595 or 13% from $19,865,601 in the nine months ended July 31,
1998. Sales revenue declined primarily due to lower selling prices for retail
coffee.

      Cost of sales in the nine months ended July 31, 1999 was $14,589,571, or
85% of net sales, as compared to $17,502,949, or 88% of net sales in the nine
months ended July 31, 1998.

      The Company's gross profit in the nine months ended July 31, 1999 was
$2,641,435, an increase of $278,783 or 12% from $2,362,652 in the nine months
ended July 31, 1998. Gross profit as a percentage of net sales increased by 3%
to 15% in the nine months ended July 31, 1999 from 12% in the nine months ended
July 31, 1998.

      Selling and administrative expenses were $1,340,595 in the nine months
ended July 31, 1999, a decrease of $103,415 or 7% from $1,444,010 in the nine
months ended July 31, 1998. As a percentage of net sales, this change
represented a 1% increase from 7% in the nine months ended July 31, 1998 to 8%
in the nine months ended July 31, 1999.

      Interest expense decreased $12,823 or 5% from $261,972 in the nine months
ended July 31, 1998 to $249,149 in the nine months ended July 31, 1999.

      Other expenses in the nine months ended July 31, 1998 also include
$180,000 of consulting and professional fees and other costs incurred in
connection with the reverse acquisition by Transpacific International Group
Corp. that was effectively completed on February 10, 1998 (the "Reverse
Acquisition").

      Primarily as a result of the decreases in cost of sales and operating
expenses, which exceeded the effects of the decrease in sales, and as a result
of the absence in the nine months ended July 31, 1999 of the charge for costs
incurred in connection with the Reverse Acquisition, the Company had income of
$834,191 before income taxes in the nine months ended July 31, 1999 compared to
$215,083 in the nine months ended July 31, 1998.


                                        1
<PAGE>

      As further explained in Note 6 of the notes to the financial statements
elsewhere herein, the Company was not required to record a provision for Federal
income taxes in the nine months ended July 31, 1998 because it had elected to be
taxed as an "S" Corporation during the period from November 1, 1997 to February
10, 1998 (the date of the Reverse Acquisition) and it had a pre-tax loss during
the period from February 11, 1998 to July 31, 1998. Although the Company had
potential benefits of approximately $138,000 from net operating loss
carryforwards as of July 31, 1998, it did not record a credit for Federal income
taxes in the nine months ended July 31, 1998 due to the uncertainties related to
the extent and timing of its future taxable income. As a result of additional
pre-tax losses through October 31, 1998, the Company had potential benefits from
the net operating loss carryforwards of approximately $363,000 as of October 31,
1998. The Company recorded a provision for Federal, state and local income taxes
of only $15,000 based on its pre-tax income in the nine months ended July 31,
1999 because it used all of the benefits from the net operating loss
carryforwards that were available as of October 31, 1998. The Company had a
historical provision for state and local income taxes of $24,000 in the nine
months ended July 31, 1998. Accordingly, the Company had historical net income
of $819,191 in the nine months ended July 31, 1999 compared to $191,083 in the
nine months ended July 31, 1998.

      The statement of operations included in the financial statements elsewhere
herein presents unaudited pro forma provision for income tax, net income and
related earnings per share information assuming the Company had not elected to
be taxed as an "S" Corporation during any portion of the nine months ended July
31, 1998. The Company would have had a provision for income taxes of
approximately $97,000 in the nine months ended July 31, 1998 assuming the "S"
Corporation elections had not been made. The unaudited pro forma provision for
income taxes reflects an effective rate of approximately 45% comprised of an 11%
rate for state and local income taxes, net of the related Federal income tax
effect, and a statutory Federal income tax rate of 34%. On an unaudited pro
forma basis, the Company would have had net income of $118,083, or $.03 per
share, in the nine months ended July 31, 1998 compared to historical net income
of $819,191, or $.20 per share, in the nine months ended July 31, 1999.

Three Months Ended July 31, 1999 Compared to Three Months Ended July 31, 1998

      Net sales totaled $4,414,575 in the three months ended July 31, 1999, a
decrease of $2,269,884 or 34% from $6,684,459 in the three months ended July 31,
1998. Sales revenues declined primarily due to lower selling prices for retail
coffee.

      Cost of sales in the three months ended July 31, 1999 was $3,727,221, or
84% of net sales, as compared to $6,173,356, or 92% of net sales in the three
months ended July 31, 1998. Green coffee purchase prices continued their slight
gradual decline which enabled the Company to purchase inventory at lower prices.

      The Company's gross profit in the three months ended July 31, 1999 was
$687,354, an increase of $176,251 or 34% from $511,103 in the three months ended
July 31, 1998. Gross profit as a percentage of net sales increased by 8% to 16%
in the three months ended July 31, 1999 from 8% in the three months ended July
31, 1998. The increase in gross profit was attributable to increased margins on
sales of wholesale green coffee.

      Selling and administrative expenses were $329,553 in the three months
ended July 31, 1999, a decrease of $213,538 or 39% from $543,091 in the three
months ended July 31, 1998. As a percentage of net sales, this change
represented a 1% decrease from 8% in the three months ended July 31, 1998 to 7%
in the three months ended July 31, 1999. This decrease was primarily caused by
lower professional fees and less promotional costs.

      Interest expense decreased $8,615 or 11% from $75,569 in the three months
ended July 31, 1998 to $66,954 in the three months ended July 31, 1999.

      Primarily as a result of the decreases in cost of sales and operating
expenses, which exceeded the effects of the decrease in sales in the three
months ended July 31, 1999, the Company had income of $212,770 before income
taxes in the three months ended July 31, 1999 compared to a loss of $205,969
before income taxes in the three months ended July 31, 1998.

      The Company was not required to record a provision for Federal income
taxes in the three months ended July 31, 1998 primarily because it had a pre-tax
loss during that period. Although the Company had potential benefits of
approximately $138,000 from net operating loss carryforwards as of July 31,
1998, it did not record a credit for income taxes in the three months ended July
31, 1998 due to the uncertainties related to the extent and timing of its future
taxable income. The Company recorded a provision for Federal, state and local
income taxes of only $15,000 based on its pre-tax income in the three months
ended July 31, 1999 because it used all of the remaining benefits from its net
operating loss carryforwards during that period. The Company had a historical
credit for state and local income taxes of $22,000 in the three months ended
July 31, 1998. Accordingly, the Company had historical net


                                        2
<PAGE>

income of $197,770, or $.05 per share, in the three months ended July 31, 1999
compared to a historical net loss of $183,969, or $.05 per share, in the three
months ended July 31, 1998.

Liquidity and Capital Resources

      As of July 31, 1999, the Company had working capital of approximately
$545,000, which increased by $772,000 from its working capital deficiency of
$227,000 as of October 31, 1998, and a total stockholders' deficiency of
$109,000, which decreased by $819,000 from its total stockholders' deficiency of
approximately $928,000 as of October 31, 1998. The Company had no unrestricted
cash balances as of July 31, 1999 and October 31, 1998. The Company's working
capital increased primarily as a result of the net income it generated during
the nine months ended July 31, 1999.

      The Company has obtained a credit facility from Nationscredit Commercial
Corp. that provides for a revolving line of credit of up to $5,000,000 based on
eligible trade accounts receivable and inventories and a term loan for equipment
purchases of up to $500,000. The line of credit provides for borrowings of up to
85% of the Company's eligible trade accounts receivable and 60% of its eligible
inventories. The outstanding balance of approximately $2,176,000 as of July 31,
1999 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% at July 31,
1999). Assuming the Company has sufficient collateral, substantially all of the
balances outstanding under the credit facility will not have to be repaid until
November 20, 2000.

      During the nine months ended July 31, 1999, net cash provided by operating
activities totaled approximately $521,000 primarily as a result of the net
income generated during that period, adjusted to eliminate the effects of
charges for depreciation and amortization and the write-off of deferred mortgage
costs, and decreases in amounts receivable from the Company's broker and
customers that were offset by an increase in inventories and a decrease in
accounts payable and accrued expenses.

      The Company financed the purchase of land and a building in 1989 through
the issuance of a mortgage note in the amount of $1,050,000 payable to the New
York City Industrial Development Agency. The mortgage note required monthly
payments of $4,167 plus interest based at a variable rate set weekly. The
payment of the mortgage note was secured by a first mortgage on the Company's
land and building and the Company's restricted investments. The final payment
was due November 1, 2009. On March 3, 1999, the Company repaid the mortgage note
in full in the amount of $600,000. The Company generated a portion of the funds
required for the repayment by liquidating approximately $433,000 of cash and
cash equivalent investments that were restricted under the mortgage note.

      During the nine months ended July 31, 1999, the Company also used
approximately $370,000 of its cash resources to reduce its term loan, line of
credit and capital lease obligations. Capital expenditures totaled $48,000
during the period and management expects that the Company's capital expenditures
will be substantially below those made in fiscal 1998.

      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, over the next twelve
months through cash provided by operating activities and/or borrowings under its
credit facility.

Year 2000

      The Year 2000 problem concerns the inability of information systems and
systems with embedded chip technology to properly recognize and process
data-sensitive information beyond December 31, 1999. In the fall of 1997, the
Company and its information technology consultant assessed the Company's
personal computer hardware and its accounting software (which included accounts
receivable and payroll and inventory management) for Year 2000 readiness. The
Company concluded that its then accounting software and computer hardware and
system were not Year 2000 compliant.

      The Company installed software modifications and upgrades to its
accounting software in November 1997 at an approximate cost of $4,300.

      In April and August 1999, the Company replaced its computer hardware and
operating systems including its server and three workstations. The Company also
added an additional workstation. The total cost of the equipment, installation
and follow-up support was approximately $18,800. The Company also paid its
consultant $1,400 to oversee installation of the operating system.

      As of June 30, 2000, with regard to Year 2000, the Company had not
experienced any disruptions in its internal information systems or its business
activities with its suppliers and customers.


                                        3
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risks

      The Company is subject to market risk from exposure to fluctuations in
interest rates. At July 31, 1999, the Company's long-term debt, other than
capitalized leases, consisted of approximately $196,000 of fixed rate debt and
approximately $2,500,000 of variable rate debt under its revolving line of
credit, term loan and mortgage note payable. Interest on the variable rate debt
was payable primarily at 1% above a specified prime rate. The Company does not
expect changes in interest rates to have a material effect on income or cash
flows in fiscal 1999, 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 July 31, 1999, the Company held options covering an
aggregate of 3,675,000 pounds of green coffee beans, which are exercisable in
fiscal 1999 at prices ranging from $.90 to $1.20 per pound. The price per pound
of green coffee on July 31, 1999 was $.91. 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.


                                        4
<PAGE>

                                     PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

27                Financial Data Schedule

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


                                        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