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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



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. 33-960-70-LA



THANKSGIVING COFFEE COMPANY, INC.

(Exact name of small business issuer as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|California                                                     |  | 94-2823626                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification Number)



|                                                |  |           
|----------------------------------------------- |  | ----------
|19100 South Harbor Drive Fort Bragg, California |  | 95437     
|(Address of principal executive offices)        |  | (Zip Code)



Issuers
telephone number, including area code:     707: 964-0118

(Former name, former address and former fiscal year, if
changed since last report.)



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



As of May 13, 2005, there were 1,234,544 shares outstanding of common stock of
the issuer.



Transitional Small Business Disclosure Format (check
one):    Yes ̈No   x



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##### Table of Contents



THANKSGIVING COFFEE COMPANY, INC.



INDEX



|                                                                                      |  |     
|------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION                                                         |  |     
|                                                                                      | 
|Item 1. Financial Statements                                                          |  |     
|                                                                                      | 
|Balance Sheets as of March 31, 2005 and 2004                                          |  | 23 
|                                                                                      | 
|Statements of Operations for the Three Months ended March 31, 2005 and 2005           |  | 4   
|                                                                                      | 
|Statements of Accumulated Deficits for the Three Months Ended March 31, 2005 and 2004 |  | 5   
|                                                                                      | 
|Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004           |  | 6   
|                                                                                      | 
|Notes to Financial Statements                                                         |  | 717
|                                                                                      | 
|Item 2. Managements Discussion and Analysis                                          |  | 18  
|                                                                                      | 
|Item 3. Controls and Procedures                                                       |  | 22  
|                                                                                      | 
|PART II. OTHER INFORMATION                                                            |  |     
|                                                                                      | 
|Item 1. Legal Proceedings                                                             |  | 22  
|                                                                                      | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                   |  | 22  
|                                                                                      | 
|Item 3. Defaults Upon Senior Securities                                               |  | 22  
|                                                                                      | 
|Item 4. Submission of Matters to a Vote of Security Holders                           |  | 22  
|                                                                                      | 
|Item 5. Other Information                                                             |  | 23  
|                                                                                      | 
|Item 6. Exhibits                                                                      |  | 23  





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Thanksgiving Coffee Company, Inc.



Balance Sheets

Unaudited



|                                       |  |           |            |   |      |   |            |  
|-------------------------------------- |  | --------- | ---------- | - | ---- | - | ---------- | -
|                                       |  | March 31, |           
|                                       |  | 2005      |            |   | 2004 |  
|Assets                                 |  |           |            |   |      |   |            |  
|Current assets                         |  |           |            |   |      |   |            |  
|Cash                                   |  | $         | 65,933     |   |      | $ | 19,958     |  
|Accounts receivable net of allowance   |  |           | 223,554    |   |      |   | 294,465    |  
|Inventories                            |  |           | 405,540    |   |      |   | 388,800    |  
|Prepaid expenses                       |  |           | 28,684     |   |      |   | 21,867     |  
|Deferred tax asset                     |  |           | 3,400      |   |      |   | 39,300     |  
|                                       |  |           |            |   |      |   |            |  
|Total current assets                   |  |           | 727,111    |   |      |   | 764,390    |  
|                                       |  |          
|Property and equipment                 |  |           |            |   |      |   |            |  
|Property and equipment                 |  |           | 2,735,444  |   |      |   | 2,666,401  |  
|Accumulated depreciation               |  |           | (2,152,194 | ) |      |   | (2,097,027 | )
|                                       |  |           |            |   |      |   |            |  
|Total property and equipment           |  |           | 583,250    |   |      |   | 569,374    |  
|                                       |  |          
|Other assets                           |  |           |            |   |      |   |            |  
|Deposits and other assets              |  |           | 60,332     |   |      |   | 60,907     |  
|Goodwill                               |  |           | 171,773    |   |      |   | 171,773    |  
|Other intangibles, net of amortization |  |           | 33,876     |   |      |   | 38,034     |  
|Deferred tax asset                     |  |           | 78,700     |   |      |   | 44,300     |  
|                                       |  |           |            |   |      |   |            |  
|Total other assets                     |  |           | 344,681    |   |      |   | 315,014    |  
|                                       |  |           |            |   |      |   |            |  
|Total assets                           |  | $         | 1,655,042  |   |      | $ | 1,648,778  |  
|                                       |  |           |            |   |      |   |            |  



See accompanying notes to financial
statements



2



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Thanksgiving Coffee Company,
Inc.



Balance Sheets

Unaudited



|                                                                                                 |  |           |           |   |      |   |           |  
|------------------------------------------------------------------------------------------------ |  | --------- | --------- | - | ---- | - | --------- | -
|                                                                                                 |  | March 31, |          
|                                                                                                 |  | 2005      |           |   | 2004 |  
|Liabilities and shareholders equity                                                             |  |           |           |   |      |   |           |  
|Current liabilities                                                                              |  |           |           |   |      |   |           |  
|Accounts payable                                                                                 |  | $         | 346,945   |   |      | $ | 337,718   |  
|Notes payable - bank                                                                             |  |           | 25,214    |   |      |   | 252,406   |  
|Notes payable - other                                                                            |  |           | 20,004    |   |      |   | 8,654     |  
|Notes payable - shareholders                                                                     |  |           | 19,919    |   |      |   | 28,919    |  
|Capital lease obligations                                                                        |  |           | 37,269    |   |      |   | 28,486    |  
|Accrued liabilities                                                                              |  |           | 52,071    |   |      |   | 34,277    |  
|                                                                                                 |  |           |           |   |      |   |           |  
|Total current liabilities                                                                        |  |           | 501,422   |   |      |   | 690,460   |  
|                                                                                                 |  |          
|Long term debt                                                                                   |  |           |           |   |      |   |           |  
|Notes payable - bank                                                                             |  |           | 327,431   |   |      |   | 131,250   |  
|Notes payable - other                                                                            |  |           | 62,317    |   |      |   | 12,081    |  
|Capital lease obligations                                                                        |  |           | 81,107    |   |      |   | 83,256    |  
|                                                                                                 |  |           |           |   |      |   |           |  
|Total long term debt                                                                             |  |           | 470,855   |   |      |   | 226,587   |  
|                                                                                                 |  |           |           |   |      |   |           |  
|Total liabilities                                                                                |  |           | 972,277   |   |      |   | 917,047   |  
|                                                                                                 |  |          
|Shareholders equity                                                                             |  |           |           |   |      |   |           |  
|Common stock, no par value, 1,960,000 shares authorized, 1,236,744 shares issued and outstanding |  |           | 861,816   |   |      |   | 861,816   |  
|Additional paid in capital                                                                       |  |           | 24,600    |   |      |   | 24,600    |  
|Accumulated deficit                                                                              |  |           | (203,651  | ) |      |   | (154,685  | )
|                                                                                                 |  |           |           |   |      |   |           |  
|Total shareholders equity                                                                       |  |           | 682,765   |   |      |   | 731,731   |  
|                                                                                                 |  |           |           |   |      |   |           |  
|Total liabilities and shareholders equity                                                       |  | $         | 1,655,042 |   |      | $ | 1,648,778 |  
|                                                                                                 |  |           |           |   |      |   |           |  



See accompanying notes to financial
statements



3



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Thanksgiving Coffee Company, Inc.



Statements of Operations

Unaudited



|                                             |  |                                      |           |   |      |   |           |  
|-------------------------------------------- |  | ------------------------------------ | --------- | - | ---- | - | --------- | -
|                                             |  | For the Three Months Ended March 31, |          
|                                             |  | 2005                                 |           |   | 2004 |  
|Income                                       |  |                                      |           |   |      |   |           |  
|Net sales                                    |  | $                                    | 1,133,766 |   |      | $ | 1,095,269 |  
|Cost of sales                                |  |                                      | 639,152   |   |      |   | 570,687   |  
|                                             |  |                                      |           |   |      |   |           |  
|Gross profit                                 |  |                                      | 494,614   |   |      |   | 524,582   |  
|                                             |  |                                     
|Operating expenses                           |  |                                      |           |   |      |   |           |  
|Selling, general and administrative expenses |  |                                      | 519,302   |   |      |   | 541,653   |  
|Depreciation and amortization                |  |                                      | 37,995    |   |      |   | 33,652    |  
|                                             |  |                                      |           |   |      |   |           |  
|Total operating expenses                     |  |                                      | 557,297   |   |      |   | 575,305   |  
|                                             |  |                                      |           |   |      |   |           |  
|Operating loss                               |  |                                      | (62,683   | ) |      |   | (50,723   | )
|                                             |  |                                     
|Other income (expense)                       |  |                                      |           |   |      |   |           |  
|Miscellaneous income (expense)               |  |                                      | (1,087    | ) |      |   | 2,128     |  
|Loss on sale of equipment                    |  |                                      | (1,758    | ) |      |   | (107      | )
|Interest expense                             |  |                                      | (13,172   | ) |      |   | (9,122    | )
|                                             |  |                                      |           |   |      |   |           |  
|Total other income (expense)                 |  |                                      | (16,017   | ) |      |   | (7,101    | )
|                                             |  |                                      |           |   |      |   |           |  
|Loss before income taxes                     |  |                                      | (78,700   | ) |      |   | (57,824   | )
|Income tax expense                           |  |                                      | (800      | ) |      |   | (800      | )
|                                             |  |                                      |           |   |      |   |           |  
|Net loss                                     |  | $                                    | (79,500   | ) |      | $ | (58,624   | )
|                                             |  |                                      |           |   |      |   |           |  
|Loss per share (basic)                       |  | $                                    | (0.064    | ) |      | $ | (0.047    | )
|                                             |  |                                      |           |   |      |   |           |  
|Loss per share (dilutive)                    |  | $                                    | (0.064    | ) |      | $ | (0.047    | )
|                                             |  |                                      |           |   |      |   |           |  



See accompanying notes to financial
statements



4



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Thanksgiving Coffee Company, Inc.



Statements of Accumulated Deficit

Unaudited



|                                         |  |           |          |   |      |   |          |  
|---------------------------------------- |  | --------- | -------- | - | ---- | - | -------- | -
|                                         |  | March 31, |         
|                                         |  | 2005      |          |   | 2004 |  
|Accumulated deficit, beginning of period |  | $         | (124,151 | ) |      | $ | (96,061  | )
|Net loss                                 |  |           | (79,500  | ) |      |   | (58,624  | )
|                                         |  |           |          |   |      |   |          |  
|Accumulated deficit, end of period       |  | $         | (203,651 | ) |      | $ | (154,685 | )
|                                         |  |           |          |   |      |   |          |  



See accompanying notes to financial
statements



5



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Thanksgiving Coffee Company, Inc.



Statements of Cash Flows

Unaudited



|                                                                           |  |                                      |         |   |      |   |         |  
|-------------------------------------------------------------------------- |  | ------------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                           |  | For the Three Months Ended March 31, |        
|                                                                           |  | 2005                                 |         |   | 2004 |  
|Operating activities                                                       |  |                                      |         |   |      |   |         |  
|Net loss                                                                   |  | $                                    | (79,500 | ) |      | $ | (58,624 | )
|Adjustments to reconcile net loss to cash flows from operating activities: |  |                                      |         |   |      |   |         |  
|Depreciation and amortization                                              |  |                                      | 41,256  |   |      |   | 38,867  |  
|Allowance for bad debts                                                    |  |                                      | (2,202  | ) |      |   | (739    | )
|(Increase) decrease in:                                                    |  |                                      |         |   |      |   |         |  
|Accounts receivable                                                        |  |                                      | 56,501  |   |      |   | 38,752  |  
|Inventories                                                                |  |                                      | 46,997  |   |      |   | 20,898  |  
|Prepaid expenses                                                           |  |                                      | 11,068  |   |      |   | 18,836  |  
|Deposits and other assets                                                  |  |                                      | (151    | ) |      |   | 2,046   |  
|Increase (decrease) in:                                                    |  |                                      |         |   |      |   |         |  
|Accounts payable                                                           |  |                                      | (75,049 | ) |      |   | (8,546  | )
|Accrued liabilities                                                        |  |                                      | (17,677 | ) |      |   | (27,121 | )
|                                                                           |  |                                      |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                        |  |                                      | (18,757 | ) |      |   | 24,369  |  
|                                                                           |  |                                     
|Investing activities                                                       |  |                                      |         |   |      |   |         |  
|Purchases of property and equipment                                        |  |                                      | (9,711  | ) |      |   | (72,093 | )
|Proceeds from sale of equipment/disposal                                   |  |                                      | 1,865   |   |      |   | 98      |  
|                                                                           |  |                                      |         |   |      |   |         |  
|Net cash provided by (used in) investing activities                        |  |                                      | (7,846  | ) |      |   | (71,995 | )
|                                                                           |  |                                     
|Financing activities                                                       |  |                                      |         |   |      |   |         |  
|Proceeds from notes payable and capital leases                             |  |                                      |        |   |      |   | 60,845  |  
|Repayments of notes payable and capital leases                             |  |                                      | (19,020 | ) |      |   | (33,724 | )
|                                                                           |  |                                      |         |   |      |   |         |  
|Net cash provided by (used in) financing activities                        |  |                                      | (19,020 | ) |      |   | 27,121  |  
|                                                                           |  |                                     
|Decrease in cash                                                           |  |                                      | (45,623 | ) |      |   | (20,505 | )
|Cash at beginning of period                                                |  |                                      | 111,556 |   |      |   | 40,463  |  
|                                                                           |  |                                      |         |   |      |   |         |  
|Cash at end of period                                                      |  | $                                    | 65,933  |   |      | $ | 19,958  |  
|                                                                           |  |                                      |         |   |      |   |         |  



Supplemental disclosure of cash
flow information:



Interest paid for the three month periods ended March
31, 2005 and 2004 were $13,167 and $9,122 respectively.



Income taxes paid for
the three month periods ended March 31, 2005 and 2004 were $800.



See
accompanying notes to financial statements



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Thanksgiving Coffee Company, Inc.



Notes
to Financial Statements



March 31, 2005 and 2004



|1. | Summary of Significant Accounting Policies
|-- | ------------------------------------------



Nature of Operations



Thanksgiving Coffee Company, Inc. (the Company), was incorporated in California in 1985. The Company purchases and roasts high-quality whole bean coffees and sells them to restaurants, grocery stores and other retail
outlets. Additionally, the Company produces and sells a line of high-quality tea products under the trademark of Royal Gardens Tea Company. Products are sold through the Companys distribution network in Northern California, nationally through
common carriers selling direct, or through brokers and distributors. Distributors and retailers do not have the right to return products. The Company also sells coffee, tea and related specialty products through mail order and Internet sales on a
nationwide basis. Additionally, the Company operates a sandwich and baked goods store in Mendocino, California.



Basis of Presentation



The Company has prepared the financial statements on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.



Concentration of Credit Risk



The Company grants credit to
customers in the retail and food service industries throughout the country. Consequently, the Companys ability to collect the amounts due from customers is affected by economic fluctuations in the retail and food service industries.



Inventories



Inventories are stated at the lower of cost (first-in, first-out) or market.



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Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|1. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------



Property and Equipment



Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided on the straight-line and 150% declining
balance methods over estimated useful lives of the assets. The following useful lives are used:



|                                      |  |              
|------------------------------------- |  | -------------
|Equipment                             |  | 7 to 12 years
|Furniture and fixtures                |  | 5 to 7 years 
|Leasehold improvements                |  | 7 to 39 years
|Transportation equipment              |  | 5 years      
|Marketing equipment                   |  | 5 to 7 years 
|Capitalized website development costs |  | 3 years      



Leasehold improvements are carried at
cost and are amortized over the shorter of their estimated useful lives or the related lease term. Expenditures for major renewals that extend the useful lives of property, fixtures and improvements are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred. Depreciation and amortization expense related to production facilities is included in cost of sales.



The Company adopted Emerging Issues Tax Force (EITF) No. 00-2, Accounting for Web Site DevelopmentCosts, in 2001. This accounting rule provides guidance regarding
capitalization or expense of certain website development costs. Accordingly, website development costs incurred in the operation phase that will result in future added functionality are capitalized and expenditures for training, administration and
maintenance of an existing website are expensed as incurred.



For income tax
purposes, depreciation is computed using the accelerated cost recovery system and the modified cost recovery system.



Stock Based Compensation



At present there are no outstanding stock options that were granted to employees and the Company has no plans to offer stock-based compensation to its employees or
others.



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Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|1. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------



Goodwill and Other Intangible Assets (continued)



As of January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards (FASB) No.
142, Goodwill and Other Intangibles. Goodwill is assigned to a specific reporting unit and is reviewed for possible impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the
reporting units carrying amount is greater than its fair value. Intangible assets with definite lives are amortized over their useful economic lives. Financial condition and results of operations in accordance with FASB Statement No.
142 are reflected in accompanying 2005 and 2004 financial statements.



Intangible assets are amortized over the following estimated useful lives using primarily straight-line basis.



|                |  |              
|--------------- |  | -------------
|                |  | Life in Years
|Leasehold value |  | 14           
|Trademarks      |  | 17           
|Refinance costs |  | 5            



Income Taxes



The Company accounts for income taxes under the asset and liability method as prescribed by
Statement of Financial Accounting Standards (FASB) No. 109, Accounting for Income Taxes. As such, deferred income tax assets and liabilities are recognized for the future tax consequences of the differences between the financial
statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.



Retirement Plan



In 2003, the Company converted its existing profit sharing plan into a
401(k) savings plan. The plan covers substantially all Company employees and allows pre-tax contributions through a salary deferral program. Employer contributions are on a discretionary basis with substantially all employees eligible for allocation
of employer contributions. Employees are 100% vested in amounts they contribute and vest over years of service in employer contributions. No employer contributions to the 401(k) plan have ever been made.



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Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|1. | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------



Compensated Absences



Employees of the Company are entitled to paid vacation, paid sick days and personal days off, depending on job classification, length of service, and other factors.
The Companys policy is that fully vested vacation is accrued at each quarter end. The accrued liability for vacation pay was $11,250 as of March 31, 2005 and such amount is included in accrued liabilities. Carryover paid sick days are not
available, nor ever considered vested.



Advertising



Advertising costs are expensed as incurred, except for direct-response advertising, which is
capitalized and amortized over its expected period of future benefits. Direct-response advertising consists primarily of mail order solicitation and catalog costs. For the three months ended March 31, 2005 the Company did not engage in any direct
response advertising that would require capitalization. Advertising costs charged to expense were $6,778 for the three months ended March 31, 2005.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Accordingly, actual results could differ from those estimates.



Revenue Recognition



The Company adopted Securities and Exchange Commission Staff Accounting Bulletins No. 101 (SAB101). Revenue Recognition in Financial Statements in 2002, retroactive to November 1, 2000. No
restatement of the consolidated financials was necessary since the financials were already in conformity with the revenue recognition principles and no material transactions were effected by this adoption.



Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs, the
sales price is fixed or determinable and collectibility is reasonably assured. Product is considered delivered and revenue is recognized when title and risk of loss have been transferred to the customer. Under the terms and conditions of the sale,
the transfer of title may occur either at the time of shipment or when product is delivered to the customer.



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Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|2. | Accounts Receivable
|-- | -------------------



Accounts receivable at March 31, 2005 consisted of the following:



|                                      |  |   |         |  
|------------------------------------- |  | - | ------- | -
|Accounts receivable                   |  | $ | 228,489 |  
|Less: allowance for doubtful accounts |  |   | (4,935  | )
|                                      |  |   |         |  
|                                      |  | $ | 223,554 |  
|                                      |  |   |         |  



The Company utilizes a percentage
method to establish the allowance for doubtful accounts. The estimated allowance ranges from 1% to 10% of outstanding receivables. Bad debt recovery for the three months ended March 31, 2005 was $2,202.



|3. | Inventories
|-- | -----------



Inventories at March 31, 2005 consisted of the following:



|                                                        |  |   |        
|------------------------------------------------------- |  | - | -------
|Coffee                                                  |  |   |        
|Unroasted                                               |  | $ | 89,202 
|Roasted                                                 |  |   | 43,216 
|Tea                                                     |  |   | 15,135 
|Packaging, supplies and other merchandise held for sale |  |   | 257,987
|                                                        |  |   |        
|Total inventories                                       |  | $ | 405,540
|                                                        |  |   |        



|4. | Property and Equipment
|-- | ----------------------



Property and equipment at March 31, 2005 consisted of the following:



|                                      |  |   |            |  
|------------------------------------- |  | - | ---------- | -
|Equipment                             |  | $ | 1,465,105  |  
|Furniture and fixtures                |  |   | 258,162    |  
|Leasehold improvements                |  |   | 423,358    |  
|Transportation equipment              |  |   | 167,875    |  
|Marketing equipment                   |  |   | 166,162    |  
|Capitalized website development costs |  |   | 14,077     |  
|Property held under capital leases    |  |   | 240,705    |  
|                                      |  |   |            |  
|Total property and equipment          |  |   | 2,735,444  |  
|Accumulated depreciation              |  |   | (2,152,194 | )
|                                      |  |   |            |  
|Property and equipment, net           |  | $ | 583,250    |  
|                                      |  |   |            |  



Depreciation expense for the three
months ended March 31, 2005 was $41,256.



11



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Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|5. | Goodwill and Other Intangible Assets
|-- | ------------------------------------



As part of the adoption of Statement of Financial Accounting Standards (FASB) No. 142, Goodwill and Other Tangible Assetsas of January 1, 2002, the Company no
longer amortizes goodwill. The Company performed a test of impairment on goodwill that resulted in no impairment loss as of December 31, 2004. Consequently, there was no change in the carrying value of goodwill in the three months ended March 31,
2005.



Intangible assets subject to amortization consisted as of March 31, 2005
of the following:



|                                       |  |   |         |  
|-------------------------------------- |  | - | ------- | -
|Leasehold value                        |  | $ | 67,000  |  
|Trademarks                             |  |   | 5,127   |  
|                                       |  |   |         |  
|Total intangible assets                |  |   | 72,127  |  
|Accumulated amortization               |  |   | (38,251 | )
|                                       |  |   |         |  
|Other intangibles, net of amortization |  | $ | 33,876  |  
|                                       |  |   |         |  



Amortization expense for the three
months ended March 31, 2005 was $2,317.



|6. | Long Term Debt
|-- | --------------



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |   |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------
|Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |   |        
|Note payable to Savings Bank of Mendocino, payable in monthly installments of $4,307 plus interest at 3% over prime rate beginning January 1, 2005 (7.75% at March 31, 2005), final payment is due
on December 1, 2009. The note payable is collaterized by a security interest of first priority in all accounts receivable, inventory, equipment, instruments, general intangibles and contract rights along with a personal guarantee Companys
majority shareholders. |  | $ | 352,645
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|Note payable to majority shareholders, Paul and Joan Katzeff, payable in monthly installments of interest only at 12%, with balance due on demand after June 30, 1996. Shareholders note is
subordinated to all other notes payable.                                                                                                                                                                                                                                      |  |   | 19,919 



12



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##### Table of Contents

Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|6. | Long Term Debt (continued)
|-- | --------------------------



Notes Payable (continued)



|                                                                                                                                                                                                                                                   |  |   |       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ------
|Note payable to Mercedes-Benz, payable in monthly installments of $691, including interest at 6.99%, secured by a vehicle, final payment due on September 24, 2009.                                                                                |  | $ | 31,958
|                                                                                                                                                                                                                                                   | 
|Note payable to Chase Manhattan Bank, payable in monthly installments of $304, including interest at 9.90% secured by a vehicle, final payment due on November 16, 2005. The note is personally
guaranteed by the Companys majority shareholders. |  |   | 2,352 
|                                                                                                                                                                                                                                                   | 
|Note payable to Chrysler financing, payable in monthly installments of $335, including interest at 6.00% secured by vehicle, final payment due October 30, 2007.                                                                                   |  |   | 9,600 
|                                                                                                                                                                                                                                                   | 
|Capital Lease Obligations                                                                                                                                                                                                                          |  |   |       
|                                                                                                                                                                                                                                                   | 
|Note payable to National Financial Services, payable in monthly installments of $1,414, including interest at 10.512%, secured by equipment, final payment due on May 10, 2006.                                                                    |  |   | 17,592
|                                                                                                                                                                                                                                                   | 
|Note payable to Manifest Leasing, payable in monthly installments of $444, including interest at 12.203%, secured by equipment, final payment due on March 1, 2007.                                                                                |  |   | 9,207 
|                                                                                                                                                                                                                                                   | 
|Note payable to Avaya Financial Services, payable in monthly installments of $824, including interest at 5.855%, secured by equipment, final payment due on August 2009.                                                                           |  |   | 38,412



13



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##### Table of Contents

Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|6. | Long Term Debt (continued)
|-- | --------------------------



Capital Lease Obligations (continued)



|                                                                                                                                                                           |  |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | -
|Note payable to Nationwide Funding, LLC payable in monthly installments of $1,355, including interest at 16.78%, secured by equipment, final payment due on March 1, 2009. |  | $ | 47,125   |  
|                                                                                                                                                                           | 
|Note payable to Axis Capital, payable in monthly installments of $709, including interest at 15.473% secured by store fixtures, final payment due September 14, 2009.      |  |   | 27,109   |  
|                                                                                                                                                                           | 
|Note payable to Nationwide Funding, LLC payable in monthly installments of $462, including interest at 14.237%, secured by equipment, final payment due on May 22, 2009.   |  |   | 17,344   |  
|                                                                                                                                                                           |  |   |          |  
|                                                                                                                                                                           |  |   | 573,261  |  
|Less current portion                                                                                                                                                       |  |   | (102,406 | )
|                                                                                                                                                                           |  |   |          |  
|Long term portion of notes payable                                                                                                                                         |  | $ | 470,855  |  
|                                                                                                                                                                           |  |   |          |  



Interest paid for the three months
ended March 31, 2005 was $13,167.



As of March 31, 2005, maturities of notes
payable and capital lease obligations for each of the next five years and in the aggregate were as follows:



|                          |  |   |        
|------------------------- |  | - | -------
|Years Ending December 31, |  |  
|2005                      |  | $ | 81,380 
|2006                      |  |   | 75,014 
|2007                      |  |   | 71,286 
|2008                      |  |   | 74,164 
|2009 and thereafter       |  |   | 271,417
|                          |  |   |        
|                          |  | $ | 573,261
|                          |  |   |        



Based on current borrowing rates, the
fair value of the notes payable and capital lease obligations approximate their carrying amounts.



14



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##### Table of Contents

Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|7. | Income Taxes
|-- | ------------



The components of the provision for income tax as of March 31, 2005 are as follows:



|                              |  |   |      |  
|----------------------------- |  | - | ---- | -
|Current tax (expense) - state |  | $ | (800 | )
|                              |  |   |      |  



The primary components of temporary
differences which give rise to the Companys net deferred tax assets are as follows:



|                                                |  |   |         |  
|----------------------------------------------- |  | - | ------- | -
|Net operating loss and tax credit carryforwards |  | $ | 104,700 |  
|Depreciation and amortization                   |  |   | (22,000 | )
|Other                                           |  |   | (600    | )
|                                                |  |   |         |  
|Net deferred tax asset                          |  | $ | 82,100  |  
|                                                |  |   |         |  



At March 31, 2005 the Company had
available unused contributions, manufacturers investment credit, and net operating loss carryforwards that may provide future tax benefits and that expire as follows:



Federal



|                         |  |               |        |                   |   |         |  |   |        
|------------------------ |  | ------------- | ------ | ----------------- | - | ------- |  | - | -------
|Years ended December 31, |  | Contributions |        | Net OperatingLoss |   | Total  
|2005                     |  | $             | 12,067 |                   | $ |        |  | $ | 12,067 
|2006                     |  |               | 758    |                   |   |        |  |   | 758    
|2008                     |  |               | 3,767  |                   |   |        |  |   | 3,767  
|2009                     |  |               | 5,295  |                   |   |        |  |   | 5,295  
|2017                     |  |               |       |                   |   | 290,210 |  |   | 290,210
|2018                     |  |               |       |                   |   | 128,576 |  |   | 128,576
|2023                     |  |               |       |                   |   | 96,867  |  |   | 96,867 
|2024                     |  |               |       |                   |   | 49,714  |  |   | 49,714 



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##### Table of Contents

Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)



|7. | Income Taxes (continued)
|-- | ------------------------



California



|                          |  |                                |        |               |   |                   |  |       |         |  |   |        
|------------------------- |  | ------------------------------ | ------ | ------------- | - | ----------------- |  | ----- | ------- |  | - | -------
|Years Ending December 31, |  | ManufacturersInvestment Credit |        | Contributions |   | Net OperatingLoss |  | Total
|2005                      |  | $                              |       |               | $ | 12,051            |  | $     | 64,341  |  | $ | 76,392 
|2006                      |  |                                | 5,609  |               |   |                  |  |       |        |  |   | 5,609  
|2008                      |  |                                | 4,382  |               |   | 3,767             |  |       |        |  |   | 8,149  
|2009                      |  |                                | 306    |               |   | 4,539             |  |       |        |  |   | 4,845  
|2010                      |  |                                | 1,082  |               |   |                  |  |       |        |  |   | 1,082  
|2011                      |  |                                | 1,892  |               |   |                  |  |       |        |  |   | 1,892  
|2012                      |  |                                | 59     |               |   |                  |  |       |        |  |   | 59     
|2013                      |  |                                |       |               |   |                  |  |       | 49,041  |  |   | 49,041 
|                          |  |                                |        |               |   |                   |  |       |         |  |   |        
|                          |  | $                              | 13,330 |               | $ | 20,357            |  | $     | 113,382 |  | $ | 147,069
|                          |  |                                |        |               |   |                   |  |       |         |  |   |        



Income taxes paid for the three months
ended March 31, 2005 were $800.



|8. | Operating Leases
|-- | ----------------



The Company leases its delivery fleet, other vehicles and some office equipment under noncancelable operating leases with terms ranging from five to six years.



As of March 31, 2005, minimum annual lease payments due under these agreements for each of
the next five years and in the aggregate were:



|                          |  |   |        
|------------------------- |  | - | -------
|Years Ending December 31, |  |  
|2005                      |  | $ | 38,631 
|2006                      |  |   | 39,143 
|2007                      |  |   | 17,890 
|2008                      |  |   | 4,755  
|2009 thereafter           |  |   | 254    
|                          |  |   |        
|                          |  | $ | 100,673
|                          |  |   |        



Total operating lease payments for the
three months ended March 31, 2005 were $12,866.



16



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##### Table of Contents

Thanksgiving Coffee Company, Inc.



Notes to Financial Statements (continued)





|9. | Long Term Leases
|-- | ----------------



The Company leases its corporate headquarters, warehouse and waterfront facilities from Paul and Joan Katzeff (the Companys majority shareholders). The lease is classified as an operating lease and provides for
monthly rental payments of $8,600. The Company is responsible for all real estate taxes, insurance and maintenance costs related to the facilities. The lease provides for periodic cost of living increases during the term of the lease, including the
option periods. The Company exercised an option to renew for one five-year term on March 31, 1995. The lease has been extended for successive one year terms since March 31, 2000. The Company continues to hold options to renew the lease for three
successive five year renewal periods. Rental expense under the lease was $25,800 for the three months ended March 31, 2005. The Company intends to exercise all options under the terms of this lease.



The Company also leases a bakery establishment in Mendocino, California and warehouse
premises in Santa Rosa, California under operating leases expiring in 2011 and 2009, respectively. Rental expense under these operating leases was $13,782 for the three months ended March 31, 2005.



As of March 31, 2005, minimum future rental payments under non-cancelable facilities
operating leases for each of the next five years and in the aggregate were as follows:



|                          |  |   |        
|------------------------- |  | - | -------
|Years Ending December 31, |  |  
|2005                      |  | $ | 112,343
|2006                      |  |   | 151,110
|2007                      |  |   | 153,420
|2008                      |  |   | 78,450 
|2009 thereafter           |  |   | 158,025
|                          |  |   |        
|                          |  | $ | 653,348
|                          |  |   |        



|10. | Related Party Transactions
|--- | --------------------------



As of March 31, 2005, the Company has one interest-only note payable due on demand, payable to Paul and Joan Katzeff (the Companys majority shareholders). The
Company also leases properties from its majority shareholders (see Note 9). The Companys majority shareholders also guarantee certain notes payable of the Company (see Note 6).



The summary of payments made to Paul and Joan Katzeff in connection with these related party transactions for the three months ended March
31, 2005 were as follows:



|                 |  |   |       
|---------------- |  | - | ------
|Interest expense |  | $ | 658   
|Rent expense     |  | $ | 25,800



17



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##### Table of Contents

THANKSGIVING COFFEE COMPANY, INC.



MANAGEMENTS DISCUSSION AND ANALYSIS



FORWARD
LOOKING STATEMENTS



In addition to historical information, this Quarterly
Report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Words such as believe,
anticipate, expect, intend, plan, will, may, and other similar expressions identify forward-looking statements. In addition, any statements that refer to expectations,
projections or other characterizations of future events or circumstances are forward-looking statements. These statements relate to, among other things, sources of liquidity and capital (see Liquidity and Capital Resources). Any such statements
should be considered in light of various risks and uncertainties that could cause results to differ materially from expectations, estimates or forecasts expressed. The various risks and uncertainties include, but are not limited to: changes in
general economic conditions, changes in business conditions in the coffee industry, fluctuations in consumer demand for coffee products and in the availability and costs of green beans, continued competition within the Companys businesses,
variances from budgeted sales mix and growth rate, consumer acceptance of the Companys products, inability to secure adequate capital to fund its operating expenses and working capital requirements, inability to hire, train and retain
qualified personnel, concentration of production and sales in Northern California, the loss of one or more major customers, inability to successfully implement the Companys sales goals, natural disasters, civil unrest in countries which
produce coffee and tea, weather and other risks identified herein. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this Quarterly Report on Form 10-QSB.



SUMMARY



Sales of the Company have eroded over the last four years due to increased competition, customer attrition and customers roasting green
beans for their own use. The Company made several changes in 2004 in an effort to reverse this negative trend including reducing distribution routes serviced by its own trucks and increasing its use of outside distributors and direct shipment to
customers (via UPS or other common carriers). It also added a northern California chain as a customer serviced by a distributor. Nonetheless, the effect of these changes on the Companys business in the first three months of 2005 was extremely
limited. Because of the limited impact of theses changes, as well as the increase in cost of sales and other factors noted herein, there can be no assurances that the Company will be profitable in any future period, and, as a consequence, the
Company is considering various strategic alternatives.



The Company enjoyed
favorable margins through the middle of 2004, because of the low price of green beans. Although the Company pays substantially more for its product than the market price because of the quality, organic nature of many of its lines and the fact that
it uses fair-traded coffees, it still was able to purchase green beans at low prices. During the last six months of 2004, however, the world price of coffee more than doubled, eroding margins. The price has continued to rise in 2005, but has begun
to level off recently. If green bean prices do not decline or continue to rise, whether as a consequence of inclement weather in a major producing area or any other event that effects coffee pricing, it would have a negative impact on the Company
and its margins.



The Company has a revolving line of credit and a term debt
facility with the Savings Bank of Mendocino. The term debt is a five-year note due in December 1, 2009, and the line of credit is renewed annually. If the credit line should not be renewed, the stability of the Companys business would be in
question. See Liquidity and Capital Resources.



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##### Table of Contents

Results of Operations



March 31, 2005 versus March 31, 2004



|                              |  |                     |         |    |                |      |   
|----------------------------- |  | ------------------- | ------- | -- | -------------- | ---- | --
|Consolidated                  |  | Increase (Decrease) |         |    | Percent Change |     
|Net Sales                     |  | $                   | 38,497  |    |                | 3.5  | % 
|Cost of Sales                 |  | $                   | 68,465  |    |                | 12   | % 
|Gross Margin                  |  |                     | (4.2    | )% |                | (9.1 | )%
|Selling, G&A Expense          |  | $                   | (22,351 | )  |                | (4.3 | )%
|Depreciation And Amortization |  | $                   | 4,343   |    |                | 12.9 | % 
|Interest Expense              |  | $                   | 4,050   |    |                | 44.4 | % 
|Net Income(Loss)              |  | $                   | 21,676  |    |                |      |   



Consolidated net sales for the three
months ended March 31, 2005 were $1,133,766 up 3.5% or $38,497 when compared with net sales of $1,095,269 for the same period in fiscal 2004.



Distribution revenues (e.g., revenues generated on our own truck distribution) were flat for the three month period ended March 31, 2005 when compared with the same
period in fiscal 2004. However, distribution revenues in the first three months of 2004 included revenue generated by three truck routes that were discontinued and replaced by direct shipment or distributor service prior to the first quarter of
2005. Thus, distribution revenues for the first quarter of 2005 were generated by three fewer truck routes. The Company continues to test the concept of direct delivery and the use of distributors.



National revenues (e.g., revenues not derived by mail order and direct truck distribution)
were flat for the quarter compared to the same period last year. An increase of $33,000 in accounts that were formerly serviced directly by the Companys trucks and new accounts serviced by distributors added in 2004 was offset by a $32,000
reduction in one national account.



Mail order revenues (e.g., revenues
generated from product sold directly to the consumer either through print media or the Internet) decreased nearly $2,000 or 2%, for the three months ended March 31, 2005 when compared to the same period in 2004. The traditional mail order component
was down $7,000 while Internet sales were up $5,000 for the quarter when compared to the same period last year.



Sales at the Companys bakery operation were up $41,000 or 30% for the quarter ended March 31, 2005 when compared to the same period in last year. Part of the
increase is attributable to the Company having closed the bakery for repairs for approximately one week in the first quarter of 2004, but the Company also attributes a portion of the increase to a perceived increase in tourist business in the
Mendocino market.



Consolidated cost of sales for the three months
ended March 31, 2005 were $639,152 up 12% when compared with the cost of sales of $570,687 for the same period in 2004. This increase was primarily a result of higher green bean prices of 11.1% or $30,000 for the quarter and an increase of $25,000
in the bakery cost of sales because of higher volume.



19



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##### Table of Contents

Consolidated gross margin (gross profit as a percentage of net sales) for the three months ended September 30, 2004 was
43.63%, down 9% when compared with gross margin of 47.9% for the same period in 2004. Higher per pound green bean costs together with higher sales at the bakery (which has a lower gross margin than the Companys coffee and tea business)
resulted in lower gross margins for the quarter. There can be no assurances that the Company will be able to obtain lower per pound bean costs in the future or be otherwise able to maintain or increase its gross margin.



Consolidated selling, general and administrative expenses were $519,302 for the three months
ended March 31, 2005, a 4.1% decrease when compared with the selling, general and administrative expenses of $541,653 for the same period in 2004. The decrease was due to a $2,000 reduction in bad debt expense because of fewer write-offs, and a
reduction in truck route distribution expenses of $20,000 because of the previously discussed changes in the Companys method of distribution.



Depreciation and amortization expenses for the three months ended March 31, 2005, were $37,995, a 6.4% increase, or $4,050, when compared to depreciation and amortization
expenses of $33,652 for the same period in fiscal 2004. The increase was a result of depreciable assets added in 2004.



Interest expense for the three months ended March 31, 2005 was $13,172, a 44.4% increase from interest expense of $9,122 for the same period in 2004. The increase in
interest was a result of slightly higher loan balances and higher interest rates. The Savings Bank of Mendocino, from which the Company currently has a term note and a line of credit, uses the Prime Rate while Merrill Lynch, from which the Company
obtained financing in the first quarter of 2004, used LIBOR rates, representing a difference of about three percent.



As a result of the foregoing factors, the Company had a consolidated net loss of $79,500 for the three months ended March 31, 2005, compared to a $57,824 consolidated net
loss for the same period in 2004. Because of the increase in cost of sales as well as other factors noted herein, there can be no assurances that the Company will be profitable in any future period.



LIQUIDITY AND CAPITAL RESOURCES



As of March 31, 2005, the Company had working capital of $225,689 versus working capital of
$73,930 as of March 31, 2004. This increase in working capital is due to refinancing the Merrill Lynch credit line and long-term debt, which the Company had in place in the first quarter of 2004, with a credit line and term note with the Savings
Bank of Mendocino. The Savings Bank of Mendocino amortizes the debt over ten years with a balloon after five years, while the Merrill Lynch credit line was current (I e. Not amortized over time).



Net cash used by operating activities was $18,757 for the three months ended March 31, 2005,
compared to $24,369 provided by operating activities for the three months ended March 31, 2004. The decrease in cash provided by operating activities in the first three months of 2005 was the result of a larger loss this year compared to the same
period in fiscal 2004 of nearly $20,000 plus a reduction in payables partially offset by lower receivables and inventories.



Cash used by investing activities was $7,846 for the three months ended March 31, 2005 compared to $71,995 used in investing activities in the same period in 2004. The
Company made substantial capital expenditures last year versus only a nominal amount thus far in 2005.



Net cash used by financing activities for the three months ended March 31, 2005 was $19,020 compared to cash provided by financing activities of $27,121 during the same period in 2004. The change in cash used by
financing



20



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##### Table of Contents

activities during this year was a result of extension of the debt repayment coupled with the increase in financing last year through the Merrill Lynch credit
line (See below and Note 6 of Notes to Financial Statements).



Because of a
higher cash balance at January 1, 2005, offset by a use of cash operationally, cash at March 31, 2005 was $65,933 compared to cash during the same period in 2004 of $19,958.



In November 2004, the Company refinanced its note and credit line with Merrill Lynch by securing a term note with the Savings Bank of
Mendocino. This new note is amortized over ten years and is payable in five years with a balloon payment on December 1, 2009 at 3% over the prime rate. The rate was 7.75% at March 31, 2005. The new note is collateralized by the Companys
accounts receivable, inventory, equipment, instruments, general intangibles and contract right. This new note is personally guaranteed by the Companys majority shareholders. (See Note 6 of Notes to the Financial Statements).



The Company has also a $30,000 line of credit with the Savings Bank of Mendocino. The credit
line is interest only payments renewable annually at 3% over the prime rate. Prime rate was 7.75% at March 31, 2005. The credit line is collateralized by a security interest of first priority in all accounts receivable, inventory equipment,
instruments, general intangibles and contract rights. The line of credit is personally guaranteed by the Companys majority shareholders. At March 31, 2005, there were no amounts borrowed on this line.



The Company had a loan outstanding for $19,919 at March 31, 2005, payable to the majority
shareholders Joan and Paul Katzeff in monthly installments of interest only at 12%, with balance due on demand after June 30, 1996.



At March 31, 2005, the Company had total borrowings of $573,261 including $352,645 owing to the Savings Bank of Mendocino. This compares to total borrowings of $545,052
as of March 31, 2004, including $383,656 outstanding to Merrill Lynch at that time.



For long-term debt, see Note 6 of the Notes to Financial Statements. For operating leases, see Note 8 of the Notes to Financial Statements. For real estate leases, see Note 9 and Note 10 of the Notes to Financial Statements.



|                        |  |                        |           |                    |   |           |  |           |         |              |   |         |  |   |        
|----------------------- |  | ---------------------- | --------- | ------------------ | - | --------- |  | --------- | ------- | ------------ | - | ------- |  | - | -------
|                        |  | Payments Due By Period
|Contractual Obligations |  | Total                  |           | Less than One year |   | 1-3 years |  | 4-5 years |         | After 5years
|Long Term Debt          |  | $                      | 573,261   |                    | $ | 81,380    |  | $         | 146,300 |              | $ | 345,581 |  | $ |       
|Operating Leases        |  |                        | 100,673   |                    |   | 38,631    |  |           | 57,033  |              |   | 5009    |  |   |        
|Real Estate Leases      |  |                        | 653,348   |                    |   | 112,343   |  |           | 304,530 |              |   | 78,450  |  |   | 158,025
|Total Cash Obligations  |  | $                      | 1,327,282 |                    | $ | 232,354   |  | $         | 507,863 |              | $ | 429,040 |  | $ | 158,025



21



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##### Table of Contents

SEASONALITY AND OTHER FACTORS AFFECTING PERFORMANCE



The Companys business remains seasonal in nature. Some green bean coffees used by the Company are only available, and thus are
purchased, in the first two quarters of the year creating a high use of cash and a build up in inventories in the first two quarters, with a corresponding decrease in inventory and increase in cash in the last quarter. Additionally, the Company
historically has had increased sales in the fourth quarter. Because of the seasonality of the Companys business, results for any quarter are not necessarily indicative of the results that may be achieved for the full fiscal year. Furthermore,
past seasonal patterns are not necessarily indicative of future results.



CONTROLS AND PROCEDURES



An evaluation was
performed under the supervision and with the participation of the Companys management, including the Chief Executive Officer, the President and Chief Financial Officer, of the effectiveness of the Companys disclosure controls and
procedures as of March 31, 2005. Based on that evaluation, the Companys management, including the Chief Executive Officer, the President and Chief Financial Officer concluded that the Companys disclosure controls and procedures were
effective. There have been no changes in the Companys controls over financial reporting during the first quarter of 2005 that have materially affected or are reasonably likely to materially affect the Companys internal controls over
financial reporting.



Part II  Other Information



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------



-None-



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



- None 



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------



- None 



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------



- None -



22



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##### Table of Contents

|ITEM 5. | OTHER INFORMATION
|------- | -----------------



- None 



|ITEM 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
|     | 
|31.2 |  | Certification pursuant to Rule 13a-14 (a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (President).             
|     | 
|31.3 |  | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
|     | 
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).  
|     | 
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (President).                
|     | 
|32.3 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).  



23



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##### Table of Contents

SIGNATURES



In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



THANKSGIVING COFFEE COMPANY, INC.



|                             |  |                         |  |             
|---------------------------- |  | ----------------------- |  | ------------
|Name                         |  | Title                   |  | Date        
|                             |  |                        
|/s/ Paul KatzeffPaul Katzeff |  | Chief Executive Officer |  | May 13, 2005
|                             |  |                        
|/s/ Joan KatzeffJoan Katzeff |  | President               |  | May 13, 2005



24