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<SEC-DOCUMENT>0000891092-04-002891.txt : 20040614
<SEC-HEADER>0000891092-04-002891.hdr.sgml : 20040611
<ACCEPTANCE-DATETIME>20040614154957
ACCESSION NUMBER:		0000891092-04-002891
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20040430
FILED AS OF DATE:		20040614

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COFFEE HOLDING CO INC
		CENTRAL INDEX KEY:			0001007019
		STANDARD INDUSTRIAL CLASSIFICATION:	BEVERAGES [2080]
		IRS NUMBER:				113860760
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-00588-NY
		FILM NUMBER:		04861494

	BUSINESS ADDRESS:	
		STREET 1:		4401 FIRST AVENUE
		STREET 2:		STE 1507
		CITY:			BROOKLYN
		STATE:			NY
		ZIP:			11232
		BUSINESS PHONE:		7188320800

	MAIL ADDRESS:	
		STREET 1:		4401 FIRST AVENUE
		STREET 2:		STE 1507
		CITY:			BROOKLYN
		STATE:			NY
		ZIP:			11232

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TRANSPACIFIC INTERNATIONAL GROUP CORP
		DATE OF NAME CHANGE:	19960201
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>e18188_10qsb.txt
<DESCRIPTION>FORM 10-QSB
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

(Mark One)

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

         For the quarterly period ended April 30, 2004

                                       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 number 333-00588-NY

                            Coffee Holding Co., Inc.
             (Exact name of registrant as specified in its charter)

- --------------------------------------------------------------------------------
            Nevada                                               11-2238111
- --------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
- --------------------------------------------------------------------------------
incorporation or organization)                               Identification No.)
- --------------------------------------------------------------------------------

                4401 First Avenue, Brooklyn, New York 11232-0005
                    (Address of principal executive offices)
                                   (Zip Code)

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

                                       N/A
                -------------------------------------------------

              (Former name, former address and former fiscal year,
                          if changed from last Report)

      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 Exchange Act of
1934 during the preceding twelve 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 ___.

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

                                       Outstanding at
             Class                     April 30, 2004
             -----                     --------------
          Common Stock,
          par value $.01                  3,999,650
<PAGE>

                                     PART I

                                                                            PAGE
                                                                            ----

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

Condensed Balance Sheets
   April 30, 2004 (unaudited) and October 31, 2003.............................1

Condensed Statements of Income
   Three and Six Months Ended April 30, 2004 and 2003 (unaudited)..............2

Condensed Statements of Cash Flows
   Six Months Ended April 30, 2004 and 2003 (unaudited)........................3

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

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

ITEM 3. CONTROLS AND PROCEDURES...............................................17

                                   PART II

ITEM 1. LEGAL PROCEEDINGS ....................................................18

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES
        OF EQUITY SECURITIES .................................................18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ......................................18

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ..................18

ITEM 5. OTHER INFORMATION ....................................................18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .....................................18

SIGNATURES....................................................................19


                                       i
<PAGE>

                            COFFEE HOLDING CO., INC.
                            CONDENSED BALANCE SHEETS
                       APRIL 30, 2004 AND OCTOBER 31, 2003

                                                         April 30,   October 31,
                                                           2004         2003
                                                        ----------   -----------
                                                        (unaudited)
                                   - ASSETS -
CURRENT ASSETS:
     Cash                                               $  196,885    $   73,832
     Due from broker                                       790,871       894,123
     Accounts receivable, net of allowance
       for doubtful accounts of $119,435                 1,725,997     2,154,683
     Inventories                                         2,423,917     1,781,424
     Prepaid expenses and other current assets             296,858       431,432
     Deferred tax asset                                    104,300       103,700
                                                        ----------    ----------
         TOTAL CURRENT ASSETS                            5,538,828     5,439,194

Property and equipment, at cost, net of
  accumulated depreciation of $3,209,469
  and $2,991,206                                         2,165,376     1,579,294
Deposits and other assets                                   33,496        16,796
Loans to related parties                                    11,158            --
                                                        ----------    ----------
                                                        $7,748,858    $7,035,284
                                                        ==========    ==========

                    - LIABILITIES AND STOCKHOLDERS' EQUITY -
CURRENT LIABILITIES:
     Current portion of term loan                       $   84,000    $   84,000
     Current portion of obligations under
       capital lease                                       134,886       130,551
     Line of credit borrowings                           2,326,406            --
     Accounts payable and accrued expenses               1,684,029     1,861,447
     Income taxes payable - current                        375,705            --
                                                        ----------    ----------
         TOTAL CURRENT LIABILITIES                       4,605,026     2,075,998

Term loan, net of current portion                          210,000       252,000
Obligations under capital lease, net of
  current portion                                           23,350        91,895
Line of credit borrowings                                       --     2,376,066
Loans from related parties                                      --        79,646
Income taxes payable - deferred                             52,000        39,200
                                                        ----------    ----------
         TOTAL LIABILITIES                               4,890,376     4,914,805
                                                        ----------    ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred stock, par value $.001 per share;
       10,000,000 shares authorized; none issued                --            --
     Common stock, par value $.001 per share;
       30,000,000 shares authorized, 3,999,650
       shares issued and outstanding                         4,000         4,000
     Additional paid-in capital                            867,887       867,887
     Retained earnings                                   1,986,595     1,248,592
                                                        ----------    ----------
         TOTAL STOCKHOLDERS' EQUITY                      2,858,482     2,120,479
                                                        ----------    ----------
                                                        $7,748,858    $7,035,284
                                                        ==========    ==========

                  See notes to Condensed Financial Statements.


                                        1
<PAGE>

                            COFFEE HOLDING CO., INC.
                         CONDENSED STATEMENTS OF INCOME
               THREE AND SIX MONTHS ENDED APRIL 30, 2004 AND 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Six Months Ended                     Three Months Ended
                                                                        April 30,                              April, 30
                                                              ------------------------------        ------------------------------
                                                                  2004               2003               2004               2003
                                                              -----------        -----------        -----------        -----------
<S>                                                           <C>                <C>                <C>                <C>
NET SALES                                                     $12,180,960        $ 9,573,756        $ 6,333,012        $ 5,213,813

COST OF SALES                                                   8,470,986          7,294,237          4,637,400          4,228,793
                                                              -----------        -----------        -----------        -----------

GROSS PROFIT                                                    3,709,974          2,279,519          1,695,612            985,020
                                                              -----------        -----------        -----------        -----------

OPERATING EXPENSES:
     Selling and administrative                                 2,054,729          1,524,467          1,128,965            811,984
     Officers' salaries                                           246,949            191,726            123,475            103,615
                                                              -----------        -----------        -----------        -----------
         TOTALS                                                 2,301,678          1,716,193          1,252,440            915,599
                                                              -----------        -----------        -----------        -----------

INCOME FROM OPERATIONS                                          1,408,296            563,326            443,172             69,421
                                                              -----------        -----------        -----------        -----------

OTHER INCOME (EXPENSE)
   Interest income                                                  6,503              4,830              3,947              2,376
   Interest expense                                               (81,596)           (72,482)           (41,215)           (37,444)
                                                              -----------        -----------        -----------        -----------
                                                                  (75,093)           (67,652)           (37,268)           (35,068)
                                                              -----------        -----------        -----------        -----------

INCOME BEFORE INCOME TAXES                                      1,333,203            495,674            405,904             34,353

   Provision for income taxes                                     595,200            221,600            186,700             17,200
                                                              -----------        -----------        -----------        -----------

NET INCOME                                                    $   738,003        $   274,074        $   219,204        $    17,153
                                                              ===========        ===========        ===========        ===========

Basic earnings per share                                      $       .18        $       .07        $       .05        $       .01
                                                              ===========        ===========        ===========        ===========

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

                  See notes to Condensed Financial Statements.


                                        2
<PAGE>

                            COFFEE HOLDING CO., INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                    SIX MONTHS ENDED APRIL 30, 2004 AND 2003
                                   (Unaudited)

                                                       2004            2003
                                                   ------------    ------------
OPERATING ACTIVITIES:
  Net income                                       $    738,003    $    274,074
  Adjustments to reconcile net income to net
    cash provided by (used in) operating
    activities:
      Depreciation                                      230,424         152,924
      Bad debts (recovery)                                   --         (12,154)
      Deferred taxes                                     12,200            (600)
    Changes in operating assets and liabilities:
      Due from broker                                   103,252        (179,579)
      Accounts receivable                               428,686        (150,669)
      Inventories                                      (642,493)       (374,378)
      Prepaid expenses and other current assets         134,574         (81,421)
      Accounts payable and accrued expenses            (177,418)        111,605
      Income taxes payable                              375,705         (82,430)
                                                   ------------    ------------
        Net cash provided by (used in)
          operating activities                        1,202,933        (342,628)
                                                   ------------    ------------

INVESTING ACTIVITIES:
  Purchases of property and equipment                  (790,882)       (109,535)
  Disposal of fixed assets                              (25,624)             --
  Security deposits                                     (16,700)             --
                                                   ------------    ------------
        Net cash (used in) investing activities        (833,206)       (109,535)
                                                   ------------    ------------

FINANCING ACTIVITIES:
  Principal payments on term loan                       (42,000)        (42,000)
  Advances under bank line of credit                 13,255,484      10,216,597
  Principal payments under bank line of credit      (13,305,144)     (9,603,842)
  Principal payments of obligations
    under capital leases                                (64,210)        (58,375)
  Payments to related parties                           (90,804)          2,798
                                                   ------------    ------------
        Net cash (used in) provided by
          financing activities                         (246,674)        515,178
                                                   ------------    ------------

NET INCREASE IN CASH                                    123,053          63,015

  Cash, beginning of year                                73,832          43,568
                                                   ------------    ------------

CASH, END OF PERIOD                                $    196,885    $    106,583
                                                   ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
  Interest paid                                    $     81,596    $     72,482
                                                   ============    ============
  Income taxes paid                                $      7,449    $    305,430
                                                   ============    ============

                  See notes to Condensed Financial Statements.


                                        3
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 1 - BUSINESS ACTIVITIES:

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

NOTE 2 - BASIS OF PRESENTATION:

            In the opinion of management,  the accompanying  unaudited condensed
            financial  statements reflect all adjustments,  consisting of normal
            recurring  accruals,  necessary  to  present  fairly  the  financial
            position  of the  Company  as of April  30,  2004,  its  results  of
            operations  and its cash  flows for the six months  ended  April 30,
            2004 and  2003.  Information  included  in the  balance  sheet as of
            October 31, 2003 has been derived from the Company's audited balance
            sheet included in the Company's Annual Report on Form 10-KSB for the
            year ended  October 31, 2003 (the "Form  10-KSB")  previously  filed
            with the Securities and Exchange Commission (the "SEC"). Pursuant to
            the  rules  and  regulations  of  the  SEC  for  interim   financial
            statements, certain information and disclosures normally included in
            financial   statements   prepared  in  accordance   with  accounting
            principles  generally  accepted in the United States of America have
            been  condensed or omitted from these  financial  statements  unless
            significant  changes  have  taken  place  since  the end of the most
            recent fiscal year. Accordingly, these unaudited condensed financial
            statements  should be read in conjunction with the audited financial
            statements and the other information in the Form 10-KSB.

            Operating  results  for the six months  ended April 30, 2004 are not
            necessarily  indicative  of the results that may be expected for the
            year ending October 31, 2004.

NOTE 3 - INVENTORIES:

            Inventories  at April 30, 2004 and October 31, 2003 consisted of the
            following:

                                                 April 30,   October 31,
                                                   2004         2003
                                                ----------   ----------
            Packed coffee                       $  610,799   $  213,062
            Green coffee                         1,043,978      999,137
            Packaging supplies                     769,140      569,225
                                                ----------   ----------
            Totals                              $2,423,917   $1,781,424
                                                ==========   ==========

NOTE 4 - HEDGING:

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


                                        4
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 4 - HEDGING (Continued):

            At April 30,  2004,  the Company  held 525 options  (generally  with
            terms of two months or less)  covering an  aggregate  of  19,687,500
            pounds of green coffee beans at a price of $.70 and $.725 per pound.
            The fair market value of these  options,  which was obtained  from a
            major financial institution, was $291,094 at April 30, 2004.

            At April 30, 2003,  the options  contracts  held by the Company were
            immaterial.

            The Company acquires futures  contracts with longer terms (generally
            three to four months)  primarily for the purpose of  guaranteeing an
            adequate supply of green coffee. At April 30, 2004, the Company held
            4 futures  contracts for the purchase of 150,000 pounds of coffee at
            an average price of $ .719 per pound for September  2004  contracts.
            The market price of coffee  applicable  to such  contracts was $.714
            per pound at that date.

            At April 30, 2003,  the Company held 100 futures  contracts  for the
            purchase of 3,750,000  pounds of coffee at an average  price of $.65
            per  pound  for July  2003  contracts.  The  market  price of coffee
            applicable to such contracts was $.69 per pound at that date.

            Included  in cost of sales and due from broker for the three and six
            months ended April 30, 2004 and 2003, the Company recorded  realized
            and unrealized gains and losses respectively,  on these contracts as
            follows:

                                           Three Months Ended April 30,
                                               2004         2003
                                             ---------    ---------
            Realized gains and (losses)      $ 646,291    $ 238,072
            Unrealized gains and (losses)    $ (85,781)   $(122,007)

                                            Six Months Ended April 30,
                                               2004         2003
                                             ---------    ---------
            Realized gains and (losses)     $1,484,441    $ 574,923
            Unrealized gains and (losses)   $ (326,274)   $ (98,344)

NOTE 5 - LINE OF CREDIT:

            The outstanding balance under a line of credit agreement with a bank
            was $2,326,406 at April 30, 2004.  This amount is being reflected as
            short term at the  balance  sheet  date,  since the  principal  loan
            balance is due in November of 2004.


                                        5
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 6 - OBLIGATIONS UNDER CAPITAL LEASES:

            The Company is a lessee of machinery and  equipment  under a capital
            lease, which expires in June 2005. The asset and liability under the
            capital  lease is recorded at the lower of the present  value of the
            minimum lease payments or the fair value of the asset.  The asset is
            being depreciated over the lease term.

            Depreciation  expense of assets under  capital lease are included in
            depreciation  expense and amounted to $15,228 and  $30,456,  for the
            three months and six months ended April 30, 2004.

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES:

            In February  2004,  the Company  entered into a lease for office and
            warehouse  space in La Junta City,  Colorado with an unrelated third
            party. This lease,  which is at a monthly rental of $8,341 beginning
            January 2005, expires on January 31, 2024.

            The  aggregate  minimum  future  lease  payments  for  the  Colorado
            location  as of October 31, 2004 for each of the next five years are
            as follows:

            October 31,
            -----------
              2004                                       $       --
              2005                                            83,411
              2006                                           100,093
              2007                                           100,093
              2008                                           100,093
              Thereafter                                   1,526,418
                                                          ----------
                                                          $1,910,108
                                                          ==========

NOTE 8 - EARNINGS PER SHARE:

            The Company presents "basic" and, if applicable,  "diluted" earnings
            per  common  share  pursuant  to  the  provisions  of  Statement  of
            Financial  Accounting  Standards  No.  128,  "Earnings  per  Share".
            Diluted  earnings  per share  have not been  presented  because  the
            Company had no potentially  dilutive  securities  outstanding during
            the three months and six months ended April 30, 2004 and 2003.

NOTE 9 - ECONOMIC DEPENDENCY:

            For the six months ended April 30,  2004,  sales to one customer was
            in  excess  of 10% of the  Company's  total  sales.  Sales  to  this
            customer  were   approximately   $2,750,000  and  the  corresponding
            accounts  receivable  at April  30,  2004  from  this  customer  was
            approximately $111,000.

            For the six months ended April 30, 2003, sales to two customers were
            each in excess of 10% of the Company's  total sales.  Sales to these
            customers  were  approximately  $1,951,000  and  $1,503,000  and the
            corresponding  accounts  receivable  at April 30,  2003  from  these
            customers were approximately $438,000 and $157,000, respectively.


                                        6
<PAGE>

                            COFFEE HOLDING CO., INC.
                          NOTES TO FINANCIAL STATEMENTS
                             APRIL 30, 2004 AND 2003
                                   (Unaudited)

NOTE 9 - ECONOMIC DEPENDENCY (Continued):

            For  the six  months  ended  April  30,  2004,  purchases  from  two
            suppliers,  were in excess of 10% of the Company's total  purchases.
            Purchases  from these  suppliers were  approximately  $3,723,000 and
            $1,081,000 and the corresponding accounts payable to these suppliers
            at  April  30,  2004  were   approximately   $304,000  and  $83,000,
            respectively.

            For  the six  months  ended  April  30,  2003,  purchases  from  one
            supplier,  was in excess of 10% of the  Company's  total  purchases.
            Purchases from this supplier were  approximately  $2,209,000 and the
            corresponding  accounts  payable to this  supplier at April 30, 2003
            was approximately $276,000.

NOTE 10 - PURCHASE OF ASSETS:

            On  February 4, 2004,  the  Company  entered  into an  agreement  to
            purchase  certain  assets of an unrelated  third party.  The Company
            purchased  coffee  roasting  and  blending  equipment  located  in a
            facility in Colorado, labels for private coffee products produced at
            this facility and certain other assets. The purchase price for these
            assets  was  $825,000,  based  upon an  independent  appraisal.  The
            Company  has also  reached an  agreement  with the city of La Junta,
            Colorado to lease the facility formerly operated by the seller.

            The Company also entered into a 10 year (renewable for an additional
            10 years) licensing agreement with Del Monte Corp, for the exclusive
            right to use the "S&W" and "Il  Classico"  trademarks  in the United
            States in connection  with the  production,  manufacture and sale of
            roasted whole bean and ground coffee for  distribution at the retail
            distribution  level. The Company will pay Del Monte Corp., 2% of net
            revenues generated by the sale of these products.


                                        7
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Cautionary Note on Forward Looking Statements

      This report contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements typically are identified by use of terms such as
"may," "will," "should," "plan," "expect," "anticipate," "estimate" and similar
words, although some forward-looking statements are expressed differently.
Forward-looking statements represent our management's judgment regarding future
events. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this prospectus regarding our financial position,
business strategy, products, products under development, markets, budgets,
plans, or objectives for future operations are forward-looking statements. We
cannot guarantee the accuracy of the forward-looking statements, and you should
be aware that our actual results could differ materially from those contained in
the forward-looking statements.

Overview

      We are a leading integrated wholesale coffee roaster and dealer in the
United States and one of the few coffee companies that offers a broad array of
coffee products across the entire spectrum of consumer tastes, preferences and
price points. As a result, we believe that we are well positioned to increase
our profitability and endure potential coffee price volatility throughout
varying cycles of the coffee market and economic conditions.

      Our operations have primarily focused on the following areas of the coffee
industry:

      o     the sale of wholesale gourmet green coffee;

      o     the roasting, blending, packaging and distribution of private label
            coffee; and

      o     the roasting, blending, packaging and distribution of our seven
            brands of coffee.

      Our operating results are affected by a number of factors including:

      o     the level of marketing and pricing competition from existing or new
            competitors in the coffee industry;

      o     our ability to retain existing customers and attract new customers;

      o     fluctuations in purchase prices and supply of green coffee and in
            the selling prices; and

      o     our ability to manage inventory and fulfillment operations and
            maintain gross margins.

      Our net sales are driven primarily by the success of our sales and
marketing efforts and our ability to retain existing customers and attract new
customers. For this reason, we have made the strategic decision to invest in
measures that will increase net sales on a present and future basis. During the
three months ended April 30, 2004, we acquired certain assets of Premier
Roasters LLC. See "- Overview - Recent Developments." We also hired a West Coast
Brand Manager to market our S&W brand and to increase sales of S&W coffee to new
customers and increased attendance at trade shows to promote our food service
and private label coffee business. In the last twelve months, we also hired 3rd
party marketing specialists to increase the sale of our private label coffee
through label redesigns and new


                                        8
<PAGE>

distribution. As a result of these efforts, net sales increased in our gourmet
green coffee, private label and branded coffee business lines in both dollars
and pounds sold. In addition, we increased the number of our customers in all
three areas.

      Our net sales are also affected by the price of green coffee. The supply
and price of coffee beans are subject to volatility and are influenced by
numerous factors which are beyond our control. Because we generally have been
able to pass green coffee price increases through to customers, increased prices
of green coffee generally result in increased net sales. However, increased
green coffee prices also generally result in increased cost of sales. Cost of
sales consists primarily of the cost of green coffee and packaging materials and
realized and unrealized gains or losses on hedging activity.

      Historically, we have used short-term coffee futures and options contracts
primarily for the purpose of partially hedging and minimizing the effects of
changing green coffee prices and to reduce our cost of sales. In addition,
during the latter half of fiscal 2000, we began to acquire futures contracts
with longer terms, generally three to six months, primarily for the purpose of
guaranteeing an adequate supply of green coffee at favorable prices. Although
the use of these derivative financial instruments has enabled us to mitigate the
effect of changing prices, no strategy can entirely eliminate pricing risks and
we generally remain exposed to loss when prices decline significantly in a short
period of time, and we generally remain exposed to supply risk in the event of
non-performance by the counter-parties to any futures contracts. If the hedges
that we enter do not adequately offset the risks of coffee bean price volatility
or our hedges will not result in losses, our cost of sales may increase,
resulting in a decrease in profitability.

      Recent Developments. In February 2004, we acquired certain assets of
Premier Roasters LLC ("Premier"), a roaster-dealer located in La Junta,
Colorado, for $825,000. The assets purchased by us include all of the operating
equipment located at Premier's La Junta and Rocky Ford, Colorado locations, as
well as all labels for all of Premier's coffee products. In connection with the
acquisition of these assets, we reached an agreement with the City of La Junta,
Colorado on a 20-year lease for a 50,000 square foot facility in La Junta. We
are using the assets that we purchased to expand our integrated wholesale coffee
roaster and dealer operations to the Western United States. In connection with
this transaction, we also entered into a licensing agreement with Del Monte
Corporation for the exclusive right to use the S&W and IL CLASSICO trademarks,
including Premium, Premium Decaf, French Roast, Colombian, Colombian Decaf,
Swiss Water Decaf, Kona, and Mellow'd Roast lines, in connection with the
production, manufacture and sale of ground coffee for distribution to retail
customers in the United States and certain other countries approved by Del Monte
Corporation.

      We believe that our new La Junta, Colorado facility will allow us to grow
our business and increase sales to new and existing customers in the Western
United States. By operating out of two facilities, we will now be able to
compete aggressively throughout the United States as we have gained new
economies of scale in both manufacturing and logistical efficiencies which were
unavailable in the past while operating solely out of our New York facility. In
addition, we plan to broaden our customer base and increase penetration with
existing customers by expanding the S&W label from a well-known brand on the
West coast to a well-known brand throughout the entire continental United States


                                       9
<PAGE>

Critical Accounting Policies and Estimates

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

      We believe the following critical accounting policies, among others, may
be impacted significantly by judgment, assumptions and estimates used in the
preparation of our financial statements:

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

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

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

      o     We account for income taxes in accordance with Statement of
            Financial Accounting Standards No. 109, "Accounting for Income
            Taxes." Under SFAS No. 109, deferred tax assets and liabilities are
            determined based on the liabilities, using enacted tax rates in
            effect for the year in which the differences are expected to
            reverse. Deferred tax assets are reflected on the balance sheet when
            it is determined that it is more likely than not that the asset will
            be realized.


                                       10
<PAGE>

Comparison of Results of Operations

Three Months Ended April 30, 2004 Compared to the Three Months Ended
April 30, 2003

      Net Income. Net income increased $202,051, or 1,178%, to $219,204, or $.05
per share, for the three months ended April 30, 2004 compared to $17,153 or $.01
per share for the three months ended April 30, 2003. The increase in net income
primarily reflects increased net sales, increased margins on our branded coffee
and private label coffee products and increased margins on gourmet green coffee
sales.

      Net Sales. Net sales totaled $6,333,012 for the three months ended April
30, 2004, an increase of $1,119,199 or 21.5% from $5,213,813 for the three
months ended April 30, 2003. The increase in net sales reflects initial sales
under our license of the S&W brand which we signed in February 2004 and an
increase in pounds sold in both private label coffee and branded coffees to
existing customers. Sales of our Cafe Caribe brand, as measured by Information
Resources Incorporated data, increased approximately 16.0% over the comparable
2003 period due in part to the efforts of our third party marketing specialist
through label redesigns and new distribution. The increase in net sales also
reflects increased sales of gourmet green coffee. The number of our customers in
the gourmet green coffee area grew approximately to 255 customers. These
customers are predominately independent gourmet/specialty roasters, some of whom
own their own retail outlets. Sales to new customers in this area historically
start slowly because many of these companies are start up ventures. Because the
gourmet green coffee area is the fastest growing segment of the coffee market,
we believe that our customer base and sales will grow in this area. The increase
in the price of the underlying commodity (coffee) also contributed to the
increase in net sales.

      Cost of Sales. Cost of sales for the three months ended April 30, 2004 was
$4,637,400 or 73.2% of net sales, as compared to $4,228,793 or 81.1% of net
sales for the three months ended April 30, 2003. Cost of sales consists
primarily of the cost of green coffee and packaging materials and realized and
unrealized gains or losses on hedging activity. The increase in cost of sales
primarily was attributable to increased sales and the increase in green coffee
purchase prices, partially offset by net gains on futures contracts. As the
price of coffee is cyclical and volatile and subject to many factors, including
weather, politics and economics, we are unable to predict the purchase price of
green coffee for fiscal 2004. We began to acquire futures contracts with longer
terms (generally three to six months) primarily for the purpose of guaranteeing
an adequate supply of green coffee at favorable prices beginning in the latter
half of fiscal 2000 and continuing through fiscal 2004. As the price of gourmet
green coffee beans continued to increase, we used our favorable inventory
position to increase our margins. We had net gains on futures contracts of
$560,510 for the three months ended April 30, 2004 compared to $116,065 for the
comparable period in 2003. The use of these derivative financial instruments has
enabled us to mitigate the effect of changing prices, to increase our margins as
coffee prices have increased and to be more competitive with our pricing.

      Gross Profit. Gross profit for the three months ended April 30, 2004 was
$1,695,612, an increase of $710,592 or 72.1%, from $985,200 for the three months
ended April 30, 2003. Gross profit as a percentage of net sales increased by
7.9% to 26.8% for the three months ended April 30, 2004 from 18.9% for the same
period in 2003. Our hedging activities, reduced pricing pressure from national
brands and new business with favorable pricing terms allowed us to increase our
margins as the price of green coffee has increased. As previously discussed, we
believe that our favorable inventory position will allow us to increase our
sales and ultimately our margins if coffee prices continue to rise.


                                       11
<PAGE>

      Operating Expenses. Total operating expenses increased $336,841 or 36.7%
to $1,252,440 for the three months ended April 30, 2004 from $915,599 for the
same period in 2003 due to increases in selling and administrative expenses.
Selling and administrative expenses increased $316,981 or 39.0% to $1,128,965
for the three months ended April 30, 2004 from $811,984 for the same period in
2003. The increase in selling and administrative expenses reflects several
factors, including the increased costs of operating two facilities, increases in
sales commissions, travel expenses and shipping charges, and increased
professional fees associated with the acquisition of assets from Premier
Roasters.

      We acquired certain assets of Premier Roasters and entered into a lease to
operate from our new La Junta facility in February 2004. Prior to commencing
operations in La Junta, we incurred expenses associated with repairing and
maintaining equipment located at the facility so that such equipment could meet
our needs and our roasting and blending requirements. We also incurred expenses
associated with the hiring of 25 new employees at the facility. In addition,
because many S&W brand customers had previously placed orders with Premier
Roasters, they initially did not require additional inventory to be shipped. As
a result, sales out of our La Junta facility were slower than expected. However,
in April 2004, these customers began to replace their existing inventories of
S&W brand products, resulting in increased sales. Although we will continue to
incur increased operating expenses from operating out of two facilities, we
expect to gain new economies of scale in both manufacturing and logistical
efficiencies which were unavailable in the past while operating solely out of
our New York facility. We believe that this will allow us to compete
aggressively throughout the United States.

      The increase in commissions and travel expenses reflects the hiring of a
West Coast Brand Manager to market our S&W brand as well as increases in sales
of S&W coffee to new customers. We also increased our attendance at trade shows
to promote our food service and private label coffee business which contributed
to our increased travel expenses. The increase in shipping expenses reflects the
increase in pounds of coffee sold, higher rates caused by increased fuel
surcharges and gasoline prices, and the addition of new customers during the
period. We believe that these changes reflect our strategic decision to invest
in measures that will increase net sales on a present and future basis. Selling
and administrative expenses, as a percentage of net sales, increased 2.2% from
15.6% for the three months ended April 30, 2003 to 17.8% for the three months
ended April 30, 2004.

      Interest Expense. Interest expense increased $3,771, or 10.1%, from
$37,444 for the three months ended April 30, 2003 to $41,215 for the three
months ended April 30, 2004. The increase is attributable to the higher balance
in outstanding borrowings for the three months ended April 30, 2004 compared to
2003 due to higher inventory levels necessitated by the operation of two
facilities. Rates of interest on our outstanding borrowings are tied to the
prime rate. See "--Liquidity and Capital Resources."

      Net Income Before Taxes. We had income of $405,904 before income taxes for
the three months ended April 30, 2004 compared to income of $34,353 before
income taxes for the three months ended April 30, 2003. The increase was
attributable primarily to improved margins on the sale of our private label,
branded and gourmet green coffee products as well as an increase in our net
sales.

      Income Taxes. Our provision for income taxes for the three months ended
April 30, 2004 totaled $186,700 compared to $17,200 for the three months ended
April 30, 2003 as a result of increased income before taxes.


                                       12
<PAGE>

Six Months Ended April 30, 2004 Compared to the Six Months Ended April 30, 2003

      Net Income. Net income increased $463,929, or 169.3%, to $738,003 or $.18
per share for the six months ended April 30, 2004 compared to $274,074 or $.07
per share for the six months ended April 30, 2003. The increase in net income
primarily reflects increased net sales, increased margins on our branded coffee
and private label coffee products and increased margins on gourmet green coffee
sales.

      Net Sales. Net sales totaled $12,180,960 for the six months ended April
30, 2004, an increase of $2,607,204 or 27.2% from $9,573,756 for the six months
ended April 30, 2003. The increase in net sales reflects initial sales under our
license of the S&W brand which we signed in February 2004 and an increase in
pounds sold in both private label coffee and branded coffees to existing
customers. Sales of our Cafe Caribe brand, as measured by Information Resources
Incorporated data, increased approximately 16.0% over the comparable 2003 period
due in part to the efforts of our third party marketing specialist through label
redesigns and new distribution. The increase in net sales also reflects
increased sales of gourmet green coffee. The number of our customers in the
gourmet green coffee area grew approximately 4.1% to 255 customers. These
customers are predominately independent gourmet/specialty roasters, some of whom
own their own retail outlets. Sales to new customers in this area historically
start slowly because many of these companies are start up ventures. Because the
gourmet green coffee area is the fastest growing segment of the coffee market,
we believe that our customer base and sales will grow in this area. The increase
in the price of the underlying commodity (coffee) also contributed to the
increase in net sales.

      Cost of Sales. Cost of sales for the six months ended April 30, 2004 was
$8,470,986 or 69.5% of net sales, as compared to $7,294,237 or 76.2% of net
sales for the six months ended April 30, 2003. Cost of sales consists primarily
of the cost of green coffee and packaging materials and realized and unrealized
gains or losses on hedging activity. The increase in cost of sales primarily was
attributable to increased sales and the increase in green coffee purchase
prices, partially offset by net gains on futures contracts. As the price of
coffee is cyclical and volatile and subject to many factors, including weather,
politics and economics, we are unable to predict the purchase price of green
coffee for fiscal 2004. We began to acquire futures contracts with longer terms
(generally three to six months) primarily for the purpose of guaranteeing an
adequate supply of green coffee at favorable prices beginning in the latter half
of fiscal 2000 and continuing through fiscal 2004. As the price of gourmet green
coffee beans continued to increase, we used our favorable inventory position to
increase our margins. We had net gains on futures contracts of $1,158,167 for
the six months ended April 30, 2004 compared to $476,579 for the comparable
period in 2003. The use of these derivative financial instruments has enabled us
to mitigate the effect of changing prices, to increase our margins as coffee
prices have increased and to be more competitive with our pricing.

      Gross Profit. Gross profit for the six months ended April 30, 2004 was
$3,709,974, an increase of $1,430,455 or 62.8%, from $2,279,519 for the six
months ended April 30, 2003. Gross profit as a percentage of net sales increased
by 6.7% to 30.5% for the six months ended April 30, 2004 from 23.8% for the same
period in 2003. Our hedging activities, reduced pricing pressure from national
brands and new business with favorable pricing terms allowed us to increase our
margins as the price of green coffee has increased. As previously discussed, we
believe that our favorable inventory position will allow us to increase our
sales and ultimately our margins if coffee prices continue to rise.

      Operating Expenses. Total operating expenses increased $585,485 or 34.1%
to $2,301,678 for the six months ended April 30, 2004 from $1,716,193 for the
same period in 2003 due to increases in selling and administrative expenses and
officers' salaries. Selling and administrative expenses increased $530,262 or
34.8% to $2,054,729 for the six months ended April 30, 2004 from $1,524,467 for
the same period in 2003. The increase in selling and administrative expenses
reflects several factors, including the


                                       13
<PAGE>

increased costs of operating two facilities, increases in sales commissions,
travel expenses and shipping charges, and increased professional fees associated
with the acquisition of assets from Premier Roasters.

      We acquired certain assets of Premier Roasters and entered into a lease to
operate from our new La Junta facility in February 2004. Prior to commencing
operations in La Junta, we incurred expenses associated with repairing and
maintaining equipment located at the facility so that such equipment could meet
our need and our roasting and blending requirements. We also incurred expenses
associated with the hiring of 25 new employees at the facility. In addition,
because many S&W brand customers had previously placed orders with Premier
Roasters, they initially did not require additional inventory to be shipped. As
a result, sales out of our La Junta facility were slower than expected. However,
in April 2004, these customers began to replace their existing inventories of
S&W brand products, resulting in increased sales. Although we will continue to
incur increased operating expenses from operating out of two facilities, we
expect to gain new economies of scale in both manufacturing and logistical
efficiencies which were unavailable in the past while operating solely out of
our New York facility. We believe that this will allow us to compete
aggressively throughout the United States.

      The increase in commissions and travel expenses reflects the hiring of a
West Coast Brand Manager to market our S&W brand as well as increases in sales
of S&W coffee to new customers. We also increased attendance at trade shows to
promote our food service and private label coffee business which contributed to
our increased travel expenses. The increase in shipping expenses reflects the
increase in pounds of coffee sold, higher rates caused by increased fuel
surcharges and gasoline prices, and the addition of new customers during the
period. We believe that these changes reflect our strategic decision to invest
in measures that will increase net sales on a present and future basis. Selling
and administrative expenses, as a percentage of net sales, increased 0.9% from
15.9% for the six months ended April 30, 2003 to 16.8% for the six months ended
April 30, 2004.

      Officers' salaries increased $55,223 to $246,949 for the six months ended
April 30, 2004 from $191,726 for the six months ended April 30, 2003. The
increase was due to salary increases for senior officers.

      Interest Expense. Interest expense increased $9,114 or 12.6% from $72,482
for the six months ended April 30, 2003 to $81,596 for the six months ended
April 30, 2004. The increase is attributable to the higher balance in
outstanding borrowings under our credit facility for the six months ended April
30, 2004 compared to 2003 due to higher inventory levels necessitated by the
operation of two facilities. Rates of interest on our outstanding borrowings are
tied to the prime rate. See "--Liquidity and Capital Resources."

      Net Income Before Taxes. We had income of $1,333,203 before income taxes
for the six months ended April 30, 2004 compared to income of $495,674 before
income taxes for the six months ended April 30, 2003. The increase was
attributable primarily to improved margins on the sale of our private label,
branded and gourmet green coffee products due to a favorable inventory position
as coffee prices increased.

      Income Taxes. Our provision for income taxes for the six months ended
April 30, 2004 totaled $595,200 compared to $221,600 for the six months ended
April 30, 2003 as a result of increased income before taxes.


                                       14
<PAGE>

Liquidity and Capital Resources

      As of April 30, 2004, we had working capital of $933,802 which represented
a $2,429,394 decrease from our working capital of $3,363,196 as of October 31,
2003, and total stockholders' equity of $2,858,482, which increased by $738,003
from our total stockholders' equity of $2,120,479 as of October 31, 2003. Our
working capital decreased primarily due to the recategorization of the
outstanding balance under the line of credit to short-term liabilities
(liabilities due and payable in less than one year). The outstanding balance
under the line of credit was classified as short-term debt in our April 30, 2004
balance sheet since the agreement expires in November 2004, but was classified
as long-term debt in our October 31, 2003 balance sheet. At April 30, 2004, the
outstanding balance on our line of credit was $2,326,406 compared to $2,376,066
at October 31, 2003. This decrease in working capital was partially offset by a
$642,493 increase in inventories at April 30, 2004 compared to October 31, 2003.

      We have a credit facility with Wells Fargo Business Credit. The credit
facility provides for a revolving line of credit of up to $5,000,000 based on
eligible trade accounts receivable and inventories and a term loan of up to
$750,000 based on eligible equipment. The line of credit provides for borrowings
of up to 85% of our eligible trade accounts receivable and 60% of eligible
inventories. On October 1, 2002, we extended our credit facility for an
additional two years to November 20, 2004 at lower interest rates. Interest on
the line of credit is payable monthly at the prime rate plus .25% (an effective
rate of 4.25 at April 30, 2004) and interest on the term loan is payable monthly
at the prime rate plus .50% (an effective rate of 4.50% at April 30, 2004).
Principal payments on the term loan are payable in monthly installments of
$7,000. Andrew Gordon and David Gordon, two of our directors and officers, each
have guaranteed borrowings under the credit facility up to $500,000.

      In addition, our credit facility with Wells Fargo Business Credit contains
covenants that place restrictions on our operations. Among other things, these
covenants: require that a portion of our cash flow from operations be dedicated
to servicing our debt; limit our ability to obtain additional capital through
financings without the consent of the lender; limit our ability to pay dividends
or make other distributions to our stockholders and acquire or retire our common
stock without the consent of the lender; and prohibit us from forming or
acquiring subsidiaries, merging with or into other companies or selling all or
substantially all of our assets without the consent of the lender. These
restrictions could adversely impact our ability to implement our business plan,
or raise additional capital, if needed. In addition, if we default under our
existing credit facility or if our lender demands payment of a portion or all of
our indebtedness, we may not have sufficient funds to make such payments. We are
currently in compliance with all covenants contained in the credit facility. We
intend to renegotiate the terms of our credit facility, including the covenants,
prior to its expiration in November 2004.

      As indicated above, as of April 30, 2004, the line of credit with Wells
Fargo Business Credit had an outstanding balance of $2,326,406 as compared to an
outstanding balance of $2,376,066 at October 31, 2003. The outstanding balance
under the term loan was $294,000 as of April 30, 2004, and was $336,000 at
October 31, 2003. We were in compliance with all required financial covenants at
April 30, 2004.

      We also lease machinery and equipment under a capital lease which expires
in July 2005. The interest rate on the capital lease is 8-1/3% per annum. The
outstanding balance on the capital lease was $158,236 at April 30, 2004 compared
to $222,446 at October 31, 2003.

      We had loans payable to our stockholders, all of whom are members of the
Gordon family, of $79,646 at October 31, 2003. The loans were repaid during the
quarter ended April 30, 2004. We do not intend to borrow additional amounts from
our stockholders.


                                       15
<PAGE>

      For the six months ended April 30, 2004, our operating activities provided
net cash of $1,202,933 as compared to the six months ended April 30, 2003 when
net cash used in operating activities was $342,628. The increased cash flow from
operations for the six months ended April 30, 2004 was primarily due to
increased net income and decreased accounts receivable and prepaid expenses,
offset in part by increased inventory levels and income taxes payable.

      For the six months ended April 30, 2004, our investing activities used net
cash of $833,206 as compared to the six months ended April 30, 2003 when net
cash used by investing activities was $109,535. The decreased cash flow from
investing activities for the six months ended April 30, 2004 was primarily due
to the purchase of property and equipment from Premier Roasters in February
2004.

      For the six months ended April 30, 2004, our financing activities used net
cash of $246,674 as compared to the six months ended April 30, 2003 when net
cash provided by financing activities was $515,178. The decreased cash flow from
financing activities was primarily due to net payments under our line of credit.
Net payments on our line of credit increased $662,415 to net cash used of
$91,660 for the six months ended April 30, 2004 compared to net cash provided of
$570,755 for the six months ended April 30, 2003. In addition, we repaid $90,804
in loans to our stockholders during the six months ended April 30, 2004. We also
lease machinery and equipment under a capital lease which expires in July 2005.
The interest rate on the capital lease is 8-1/3% per annum. Management does not
expect to incur other significant capital expenditures in fiscal 2004.

      In February, 2004, we acquired certain assets of Premier Roasters LLC for
$825,000. In addition, we entered into an agreement with the City of La Junta,
Colorado to lease a 50,000 square foot facility for $8,341 per month. We do not
believe that the purchase price or costs associated with operating a second
facility will have a material effect on our future cash flow of liquidity
position. We believe that the costs associated with operating the second
facility will be mitigated by the new economies of scale in both manufacturing
and logistical efficiencies which were unavailable in the past while operating
solely out of our New York facility and increased sales to new and existing
customers in the Western United States.

      We expect to fund our operations, including paying our liabilities,
funding capital expenditures and making required payments on our debts, in
fiscal 2004 through cash provided by operating activities. We expect that we
will generate sufficient cash to continue our business for the next twelve
months. In addition, an increase in eligible accounts receivable and inventory
would permit us to make additional borrowings under our line of credit. We also
believe we could, if necessary, obtain additional loans by mortgaging our
headquarters.

Market Risks

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

Interest Rate Risks

      We are subject to market risk from exposure to fluctuations in interest
rates. At April 30, 2004, our debt consisted of $158,236 of fixed rate debt on
the capital lease and $2,620,406 of variable rate debt under our revolving line
of credit and term loan. At April 30, 2004, interest on the variable rate debt
was payable primarily at 4.25% (or .25% above the prime rate) for the revolving
line of credit and at 4.50% (or .50% above the prime rate) for the term loan. We
do not expect changes in interest rates to have a material effect on results of
operations or cash flows in fiscal 2004, although there can be no assurance that
interest rates will not significantly change.


                                       16
<PAGE>

Commodity Price Risks

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

      At April 30, 2004, we held 525 options (generally with terms of two months
or less) covering an aggregate of 19,687,500 pounds of green coffee beans at a
price of $.70 and $.725 per pound. The fair market value of these options, which
was obtained from a major financial institution, was $291,094 at April 30, 2004.

      We acquire futures contracts with longer terms (generally three to four
months) primarily for the purpose of guaranteeing an adequate supply of green
coffee. At April 30, 2004, we held four futures contracts for the purchase of
150,000 pounds of coffee at an average price of $.719 per pound for September
2004 contracts. The market price of coffee applicable to such contracts was
$.714 per pound at that date.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Item 3. Controls and Procedures

      Management, including our President and Chief Executive Officer, has
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(e)) as of the end of the
period covered by this report. Based upon that evaluation, the President and
Chief Executive Officer concluded that the disclosure controls and procedures
were effective, in all material respects, to ensure that information required to
be disclosed in the reports that Coffee Holding files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.

      There have been no changes in Coffee Holding's internal control over
financial reporting identified in connection with the evaluation that occurred
during the Company's last fiscal quarter that has materially affected, or that
is reasonably likely to materially affect, the Company's internal control over
financial reporting.


                                       17
<PAGE>

Part II--OTHER INFORMATION

Item 1. Legal Proceedings

      None

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
        Securities

      Coffee Holding did not purchase any of its equity securities during the
periods ended April 30, 2004 and does not currently have a stock repurchase
program in place.

Item 3. Defaults upon Senior Securities

      None

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

      None

Item 5. Other Information

      (a)   None

      (b)   None

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits


      10.13 Trademark License Agreement dated February 4, 2004 between Del Monte
            Corporation and Coffee Holding Co, Inc. (confidential treatment
            request pending).

      31.1  Rule 13a - 14(a)/15d - 14a Certification.

      32.1  Section 1350 Certification.

      (b)   Reports on Form 8-K

            On February 20, 2004, Coffee Holding filed a Current Report on Form
            8-K announcing the purchase of certain assets of Premier Roasters
            LLC.


                                       18
<PAGE>

                                   SIGNATURES

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

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

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

June 14, 2004


                                       19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>2
<FILENAME>e18188_ex1013.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>
                                                                   EXHIBIT 10.13

                           TRADEMARK LICENSE AGREEMENT

      This Trademark License Agreement ("Agreement") is made and entered into
effective as February 4, 2004, by and between DEL MONTE CORPORATION, a Delaware
corporation with a principal business address of One Market @ The Landmark, San
Francisco, California 94105 ("LICENSOR"), and COFFEE HOLDING CO., INC., a Nevada
corporation with a principal business address of 4401 First Avenue, Suite 1507,
Brooklyn, New York 11232 ("LICENSEE").

                                    RECITALS

      A. LICENSOR is the owner of the trademarks S&W, IL CLASSICO and S&W and
design and the registrations thereof listed on Schedule A attached hereto and
made a part hereof (collectively, the "Marks").

      B. LICENSEE operates a wholesale coffee business, including manufacturing,
roasting, packaging, marketing and distributing roasted and blended coffees for
private label accounts and its own brands.

      C. LICENSEE desires to obtain the exclusive right to use the Marks on and
in connection with the production, manufacture, distribution and sale in the
United States (the "Territory") of certain coffee products as described more
fully in Section 1 of this Agreement. LICENSOR is willing to grant LICENSEE the
right to use the Marks in said Territory, upon the terms and conditions
hereinafter set forth:

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1.    Grant of License

      LICENSOR hereby grants to LICENSEE, subject to the terms and conditions of
this Agreement, an exclusive license to use the Marks solely in the Territory
and solely on and in connection with the production, manufacture, distribution
and sale of roasted whole bean and ground coffee for distribution at the retail
distribution level (the "Products"). The license does not include the right to
use the Marks on or in connection with any other products or activity and does
not include the right to use the Marks outside of the Territory. All rights not
expressly granted herein are retained by LICENSOR. LICENSEE acknowledges that
use of the Marks by LICENSOR on a global Internet web site or successor
technology to identify Products sold outside the Territory does not violate this
Agreement.

      2.    Royalty Payments

            (a) In consideration for the license granted herein, LICENSEE agrees
to pay LICENSOR royalties as follows:

                                       1
<PAGE>

            (i)   [Confidential treatment requested]

            (ii)  [Confidential treatment requested]

Year 1 shall include the period from the date of this Agreement through December
31, 2004. Each contract year thereafter shall commence on January 1 and
terminate on December 31.

            (b) "Net Sales" as used in this Agreement shall mean LICENSEE's
gross sales value (the gross invoice amount billed customers) of the Products,
less discounts and customer allowances and less returns and damage claims up to
the amount of the actual sales value of the Products.

            (c) Royalties earned shall be computed and reported for each
calendar quarter and shall be due and payable within thirty (30) days of the end
of each quarter. Each royalty payment shall be accompanied with a royalty report
that sets forth for the most recent quarter and calendar year-to date, in
reasonable detail, (i) gross sales of the Products, (ii) Net Sales of the
Products with detail showing the calculation of Net Sales from gross sales, and
(iii) the royalty payment for the most recent quarter and the calculation
thereof. The royalty report shall include a statement signed by a duly
authorized officer of LICENSEE certifying the accuracy of such report and the
computation of royalties earned and payments made.

            (d) To the extent royalties paid during any contract year are less
than the Minimum Annual Royalty, LICENSEE shall pay such difference to LICENSOR
within thirty (30) days of the end of such contract year (together with the
fourth quarter royalty payment).

            (e) Amounts not paid when due will bear interest at the lower of the
maximum lawful interest rate or a rate of one percent (1.0%) per month.

            (f) Should LICENSEE terminate this Agreement or cease sales of
Products within a given year, LICENSEE shall be liable to LICENSOR for the full
Minimum Annual Royalty for such contract year in addition to any other remedies
to which LICENSOR shall be entitled by operation of law.

                                       2
<PAGE>

      3.    Ownership of the Marks

            (a) LICENSEE hereby acknowledges that LICENSOR is the owner of the
Marks and that LICENSEE's right to use the Marks is limited and derived solely
from this Agreement. LICENSEE acknowledges that it shall not acquire any rights
of ownership whatsoever in the Marks as a result of LICENSEE's use thereof, and
that all goodwill arising from ownership of the Marks (as distinguished from any
enhancement of value to LICENSEE's business arising from the license granted
hereunder) shall inure exclusively to the benefit of LICENSOR. LICENSEE shall
include on all packages, cartons and containers in which the Products are
marketed and on all labels and advertising and promotional material, the name
and address of LICENSEE as manufacturer of the Products and the phrase "S&W is a
registered trademark used under license," or equivalent approved in writing by
LICENSOR.

            (b) LICENSEE agrees to execute and deliver to LICENSOR, upon
LICENSOR's request, all documents which are necessary or desirable to secure or
preserve LICENSOR's rights in or registrations of the Marks or to record this
Agreement, as appropriate, or to cancel such registrations or recordations, as
appropriate. LICENSEE further agrees to assist LICENSOR in registering,
maintaining and reporting the Marks and use thereof as requested by LICENSOR.
LICENSEE will pay its own costs and expenses in this regard. All registration,
recordal and maintenance costs of the Marks shall be at the sole cost and
expense of LICENSOR.

            (c) Each of LICENSEE and LICENSOR hereby represents and warrants to
each other that (i) it has full corporate power and authority to enter into this
Agreement and to perform its obligations hereunder; (ii) this Agreement has been
duly authorized by all necessary action on its part; and (iii) neither execution
of this Agreement by it nor performance of its obligations hereunder will
constitute a breach of any agreement to which it is a party. LICENSOR further
represents and warrants to LICENSEE that (i) neither execution of this Agreement
by it nor performance of its obligations hereunder will constitute a breach of
any agreement to which any of the Marks is subject and (ii) all necessary
consents have been obtained by persons who claim a security interest in the
Marks, or any of them.

      4.    Term

            Subject to Section 8 hereof, this license shall commence as of the
date of this Agreement and continue for an initial term of ten (10) years ending
at the close of business on December 31, 2014. Thereafter, subject to Section 8,
his Agreement shall continue automatically for up to two (2) additional terms of
five (5) years each, unless either party provides written notice of non-renewal
to the other party no less than six (6) months in advance of the expiration of
the initial term or any subsequent renewal term.

      5.    Quality Control and Other Conditions

            LICENSEE acknowledges the importance to LICENSOR and to its
reputation and goodwill, and to the public, of maintaining high, uniform
standards of quality in the Products produced, manufactured, distributed and
sold under the Marks. Therefore, LICENSEE agrees to:

                                       3
<PAGE>

            (a) Use the Marks in a manner that will protect LICENSOR's rights
and goodwill therein, including the use of all notices, legends or markings that
may be required by LICENSOR in order to give appropriate notice of any of the
Marks. No additional markings, legends or notices shall be used by LICENSEE on
Products without first obtaining LICENSOR's prior written approval, other than
LICENSEE's corporate identification;

            (b) Prior to marketing the Products in the Territory (including any
subsequent new Products), submit to LICENSOR for approval production samples
(including packaging) of the Products (the "Pre-Production Samples"), with
LICENSOR's approval thereof not to be unreasonably withheld or delayed. LICENSEE
shall not commence distribution of the Products in the Territory until LICENSOR
has communicated its approval of the Pre-Production Samples to LICENSEE in
writing and all Products subsequently manufactured for distribution in the
Territory shall conform to the Pre-Production Samples;

            (c) Produce and manufacture Products according to specifications and
other quality control standards established or approved by LICENSOR, the details
of which shall be supplied in writing by LICENSOR to LICENSEE from time to time;

            (d) Submit proposed new varieties for Products for written approval
by LICENSOR according to procedures provided to LICENSEE by LICENSOR;

            (e) Affix the Marks to or on packaging, advertising and promotional
materials only according to the formats, logo types, colors, styles and
specifications used by LICENSOR as of the date of this Agreement or according to
any other formats, logo types, colors, styles and specifications as shall be
specifically approved in advance by LICENSOR in writing;

            (f) Not use the Marks in any way other than expressly set forth
herein, except in such form and manner as shall be specifically approved in
advance by LICENSOR in writing, and according to specifications provided by
LICENSOR to LICENSEE;

            (g) In no event use any of the Marks in any way outside the
Territory or in connection with any other good or service other than the
Products, except as permitted under any other written license between the
parties;

            (h) Submit to LICENSOR at LICENSOR's request, but not more than once
in each calendar year, a complete list and representative samples of each
variety of the Products and of all packaging, advertising and promotional
materials bearing the Marks in order that LICENSOR may confirm, among other
things, that (i) the Products conform to the specifications approved by
LICENSOR, (ii) the Products are of merchantable quality and free from defects in
workmanship and materials, and (iii) the use of the Marks on the Products
conforms to the terms set forth herein;

            (i) To the extent permitted by law, use all reasonable efforts to
ensure that purchasers of Products do not distribute or sell or cause or assist
the distribution or sale of

                                       4
<PAGE>

Products outside the Territory;

            (j) Comply with all applicable laws and statutes, ordinances,
regulations, rules and decisions (each a "Law") adopted by any governmental
authority, including without limitation, Laws which prohibit adulteration and
misbranding, including, without limitation, the United States Federal Food, Drug
and Cosmetic Act of June 25, 1938, as amended (the "Federal Act"), and state
food and drug laws and Laws which prohibit production and shipment of goods in
violation of Section 404 or 301(d) of the Federal Act; and

            (k) Follow any other standards as may be reasonably necessary to
maintain LICENSOR's rights in the Marks and as conveyed by LICENSOR to LICENSEE
in writing.

      6.    Quality Control Enforcement

            (a) If LICENSOR notifies LICENSEE that LICENSOR has determined that
certain Products do not comply with any of the provisions set forth in Section 5
("Deficient Products"), LICENSEE shall cure such noncompliance promptly, but in
no event later than thirty (30) days, after LICENSEE's receipt of such notice.
In the event that LICENSOR determines that such noncompliance has or may have an
adverse effect on public health or safety, LICENSEE shall immediately ensure
that all such Deficient Products are removed from production, manufacture,
distribution and sale within forty-eight (48) hours.

            (b) If LICENSOR gives LICENSEE notice of LICENSEE's noncompliance
with this Section and LICENSEE continues (i) to permit the production,
manufacture, distribution or sale for more than forty-eight (48) hours of
Deficient Products which have an adverse effect on public health or safety, or
(ii) to produce, manufacture, distribute or sell for more than thirty (30) days
Products that are deficient for any other reason provided under this Section 6,
then LICENSOR shall be entitled, without limiting any other remedies which
LICENSOR may have under this Agreement or at law or in equity, to seek an
injunction against further production, manufacture, distribution and sale of
such Deficient Products.

      7.    Inspection

            In order that LICENSOR may ascertain LICENSEE's compliance with the
provisions of this Agreement, LICENSOR directly or through its agents may, at
any time during business hours, upon prior written notice of at least two (2)
business days, inspect the production, manufacturing, distribution and sale
facilities of LICENSEE (or of any co-packer or other contractor retained by
LICENSEE) used in connection with the Products. In the event that LICENSOR shall
notify LICENSEE of modifications or changes to LICENSEE's production,
manufacture, distribution or sale of the Products that are required in order for
LICENSEE to comply with or maintain any of the standards set forth herein,
LICENSEE shall promptly implement such modifications or changes, but in no event
later than thirty (30) days from receipt of such notice from LICENSOR.

                                       5
<PAGE>

      8.    Termination by LICENSOR

            The occurrence of any of the following events shall constitute good
cause for LICENSOR, at its sole and absolute option and without prejudice to any
other rights or remedies provided for hereunder or by law or equity, to
immediately terminate this Agreement by giving written notice to LICENSEE:

            (a) If LICENSEE breaches Section 6 or 15 of this Agreement;

            (b) If LICENSEE breaches any other term or condition of this
Agreement and LICENSEE fails to cure such breach within thirty (30) days after
notice thereof from LICENSOR;

            (c) If any Products are sold or distributed by LICENSEE, or LICENSEE
otherwise knowingly suffers or permits such Products to enter into commerce, in
any jurisdiction other than the Territory, except as permitted under any other
written license between the parties;

            (d) If LICENSEE determines to cease business, LICENSEE ceases to
engage in the sale, manufacture and/or distribution of Products for a period of
ninety (90) days other than by reason of the occurrence of a force majeure event
or condition, LICENSEE liquidates or LICENSEE is ordered by a court of competent
jurisdiction to liquidate its business;

            (e) If LICENSEE fails to pay in full within ten (10) days when due
any royalty payable to LICENSOR under Article 2 of this Agreement;

            (f) If LICENSEE files any voluntary petition in bankruptcy or
liquidation or for any corporate reorganization or for any similar relief under
the liquidation, bankruptcy or insolvency laws of any jurisdiction; upon the
filing of any involuntary petition in bankruptcy or its equivalent against
LICENSEE not dismissed within ninety (90) days from the filing thereof; the
appointment of a receiver or administrator of any of LICENSEE's property or
assets or the equivalent for LICENSEE by any court of any jurisdiction, which
receiver or administrator shall not have been dismissed within ninety (90) days
from the date of such appointment; if LICENSEE makes a general assignment for
the benefit of creditors; if LICENSEE becomes unable to meet debts as they
mature or any occurrence similar to any of the foregoing under the laws of any
jurisdiction irrespective of whether such occurrences are voluntary or
involuntary or whether they are by operation of law or otherwise.

      9.    Termination by LICENSEE

            LICENSEE may terminate this Agreement at any time by providing six
(6) months' written notice to LICENSOR. In the event of termination by LICENSEE,
LICENSEE shall remain liable for payment to LICENSOR of the Minimum Annual
Royalty for the year of termination, pursuant to Section 2, herein.

                                       6
<PAGE>

      10.   LICENSEE's Rights and Obligations Upon Termination

            Upon the termination of this Agreement for any reason, all of
LICENSEE's rights in the Marks under this Agreement and rights in this Agreement
shall immediately revert to LICENSOR, without any act by LICENSOR or LICENSEE.
In addition, LICENSEE shall:

            (a) Immediately cease using the Marks on or in connection with the
Products in the Territory;

            (b) Not thereafter, directly or indirectly, identify itself in any
manner as a licensee or publicly identify itself as a former licensee of
LICENSOR with regard to the Products in the Territory;

            (c) Immediately destroy and provide to LICENSOR evidence of the
destruction of all packaging and any and all promotional and other materials
bearing the Marks;

            (d) If reasonably requested by LICENSOR, execute and deliver to
LICENSOR a document or documents, in form and substance reasonably satisfactory
to LICENSOR, assigning to LICENSOR all of LICENSEE's right, title and interest,
if any, in and to the Marks and in and to any logotypes, trademarks or
copyrights incorporating the Marks, as used on or in connection with the
Products. In the event that LICENSEE fails to execute and deliver said document
or documents, LICENSOR shall have the right to execute the same as LICENSEE's
attorney-in-fact, and LICENSEE does hereby irrevocably constitute and appoint
LICENSOR its true and lawful attorney-in-fact only for the purpose of executing
such document or documents, at no cost to LICENSEE.

            (e) Notwithstanding the foregoing, in the event that LICENSEE will
have a substantial inventory of Products, packaging and/or labels for the
Products following the date of termination of this Agreement, LICENSOR and
LICENSEE shall meet and discuss in good faith an equitable plan for the
disposition of such Products, packaging and/or labeling; provided that LICENSOR
shall not be obligated to agree to any plan that results in LICENSOR assuming a
loss or any ongoing obligation with respect to such items or which may, in
LICENSOR's reasonable judgment, have a negative impact on the Marks or related
goodwill.

      11.   Notification of Infringements and Claims

            (a) LICENSEE shall immediately notify LICENSOR of any apparent
infringement of, challenge to use by LICENSEE of, or claim by any person to any
rights in, the Marks. LICENSEE agrees to execute any and all instruments which,
in the opinion of LICENSOR, may be reasonably necessary or advisable to protect
and maintain the interests of LICENSOR in the Marks.

            (b) LICENSOR will at all times have the right, in its sole
discretion, to take whatever steps it deems necessary or desirable to protect
the Marks from all harmful or wrongful

                                       7
<PAGE>

activities of third parties. Such steps may include, but are not limited to, the
filing and prosecution of (a) litigation against infringement or unfair
competition by third parties, (b) opposition proceedings against applications
for trademark or service mark registration for marks that are confusingly
similar to any one or more of the Marks, (c) cancellation proceedings against
registration of marks that are confusingly similar to any one or more of the
Marks, and (d) other appropriate administrative actions. LICENSOR shall have the
right to include LICENSEE in such litigation, opposition, cancellation or other
proceedings when necessary. LICENSEE shall cooperate with LICENSOR in any such
proceeding by providing oral testimony and documentary and other relevant
evidence, all at LICENSOR's cost and expense.

            (c) If LICENSOR and LICENSEE jointly participate in any litigation
or other proceeding with respect to the Marks, the respective responsibilities
of the parties, their contributions to the costs, and their participation in any
recoveries, will be shared equally by each party.

            (d) If LICENSEE desires to file litigation or other proceeding
against a third party, and LICENSOR, in its sole discretion, declines to
commence such litigation or proceeding, LICENSEE shall be entitled to commence
and prosecute the litigation or proceeding at its own expense, and shall be
entitled to all monetary damages received as a result. LICENSEE shall not be
authorized to enter into any agreement, consent, order or other resolution of a
claim by or against a third party that affects Marks without giving LICENSOR
prior written notice of such proposed agreement, consent order or other
resolution. LICENSOR shall have the right to approve any such agreement, consent
order or other resolution, which approval shall not be unreasonably withheld or
delayed. LICENSOR shall cooperate with LICENSEE in the prosecution of such
litigation or proceeding, all at LICENSEE's cost and expense.

            (e) LICENSOR shall at all times have the right to take whatever
steps it deems necessary or desirable to defend all claims that the use of the
Marks in the Territory infringes the rights of a third party. LICENSEE shall
have the right to participate in such defense at its own expense to protect its
rights under this Agreement relating to the Marks. If LICENSEE is named as a
party to such a claim and LICENSOR is not so named, LICENSEE shall defend such
action at its own expense, subject to LICENSOR's right to elect to participate
in and control such defense at its own expense. LICENSEE shall not be authorized
to enter into any agreement, consent order or other resolution of any claim by
or against a third party with respect to the Marks without LICENSOR's prior
written approval, which approval will not be reasonably withheld or delayed.
LICENSOR shall not be authorized to enter into any agreement, consent order or
other resolution of a claim by or against a third party that affects Marks in
the Territory without giving LICENSEE prior written notice of such proposed
agreement, consent order or other resolution. LICENSEE shall have the right to
approve any such action which materially adversely affects LICENSEE's rights
under this Agreement with respect to the Marks, which approval will not be
unreasonably withheld or delayed. Each party, at its own expense, shall have the
right to include the other in such litigation, opposition or cancellation
proceedings where necessary or desirable for the conduct thereof and shall keep
the other informed of the progress of such proceedings.

                                       8
<PAGE>

      12.   Right to Audit

            LICENSEE shall maintain true, correct and complete records in
connection with sales of Products and shall retain all such records for at least
twenty-four (24) months after the delivery of any Products. LICENSOR directly or
through its agents may from time to time, during regular business hours and with
prior written notice of at least two (2) business days, examine and copy all
records of LICENSEE in connection with LICENSEE's use of the Marks and
production and sales of the Products. Such examination may include, but shall
not be limited to, LICENSEE procedures and controls with respect to the use of
the Marks, the calculation of gross sales, the calculation of Net Sales, and the
calculation of royalties. LICENSEE shall pay all reasonable, direct and
substantiated costs incurred in connection with such examination in any case in
which the royalties determined pursuant to such an examination by LICENSOR or
its agents exceed by ten percent (10%) or more LICENSEE's previously reported
royalties due to LICENSOR. LICENSEE shall provide reasonable assistance and will
not interfere with LICENSOR in making the above examination.

      13.   Indemnification

            (a) LICENSOR shall indemnify LICENSEE against any and all costs and
expenses (including reasonable attorneys' fees) arising in connection with any
suits, claims or counterclaims that dispute LICENSEE's right to use the Marks as
provided for in this Agreement.

            (b) LICENSEE shall indemnify LICENSOR against any and all
liabilities, claims, actions, causes of action, counterclaims, costs and
expenses (including reasonable attorneys' fees) arising out of or incurred in
connection with LICENSEE's use of or right to use the Marks or LICENSEE's
production, manufacture, distribution and/or sale of the Products including,
without limitation, any act or failure to act which breaches this Agreement and
any claim in tort, including product or strict liability, excluding, however,
any liabilities, claims, actions, causes of action, counterclaims, costs and
expenses for which LICENSOR is liable to indemnify LICENSEE under Section 13(a).

      14.   Approval; Consent

            Where the approval or consent of LICENSOR is required under any
provision of this Agreement, such approval or consent shall be requested by
LICENSEE by notice to LICENSOR and providing LICENSOR with all information which
LICENSOR shall reasonably require for determining whether or not to grant such
approval or consent. LICENSOR shall, upon completion of its review of such
request and the information received from LICENSEE, notify LICENSEE of its
determination unless the information received from LICENSEE is insufficient for
LICENSOR to make its determination, in which event LICENSOR shall notify
LICENSEE that such information is insufficient. Should such approval or consent
not be received by LICENSEE within fifteen (15) business days of (i) the date of
such request or (ii) the date on which LICENSOR is provided with sufficient
information to make its determination, it

                                       9
<PAGE>

shall be deemed to have been given as of the date upon which it was first
requested.

      15.   Assignment and Sublicense

            Neither this Agreement nor any part or all of LICENSEE's interest in
this Agreement or the Marks may be voluntarily or involuntarily, directly or
indirectly, assigned, sold, mortgaged, hypothecated or otherwise transferred by
LICENSEE or its shareholders, and LICENSEE may not permit any lien or
encumbrance to be imposed upon this Agreement, nor grant any sub license to use
any of the Marks, without the prior written consent of LICENSOR, which consent
may be withheld in LICENSOR's absolute discretion. Any assignment, transfer or
lien in violation of the terms of this Agreement, shall constitute a material
breach of this Agreement, thereby giving LICENSOR the right to terminate this
Agreement immediately, and such assignment, transfer or sub license shall be
void ab initio and shall convey no rights or interests in the Marks.

      16.   Waiver

            The waiver by either party of a breach or provision of this
Agreement by the other shall not operate or be construed as a waiver of any
subsequent breach by such other party.

      17.   Binding Effect

            This Agreement shall be binding upon the parties hereto and shall
inure to the benefit of their respective permitted successors in interest and
assigns.

      18.   Notices

            All notices, consents, approvals, demands, requests and other
communications required or desired to be given hereunder must be given in
writing, shall refer to this Agreement, and shall be sent by registered or
certified mail, return receipt requested, by hand delivery, by facsimile or by
overnight courier service, addressed to the parties hereto at their addresses
set forth below, or such other addresses as they may designate by like notice:

            To LICENSOR:

                  Del Monte Corporation
                  One Market @ The Landmark
                  San Francisco, CA 94105
                  Attention: General Counsel
                  Telephone: (415) 247-3262
                  Facsimile: (415) 247-3263

                                       10
<PAGE>

            To LICENSEE:

                  Coffee Holding Co., Inc.
                  4401 First Avenue, Suite 1507
                  Brooklyn, New York 11232
                  Attention:  Andrew Gordon
                  Telephone: (718) 832-0800
                  Facsimile: (718) 768-4731

Any notice from a party hereto may be given by such party's respective
attorneys. Any notice or other communications made hereunder shall be deemed to
have been given (i) if delivered personally, by overnight courier service or by
facsimile, on the date received, or (ii) if by registered or certified mail,
return receipt requested, four (4) business days after mailing.

      19.   Attorneys' Fees

            If any action or proceeding is commenced between the parties hereto
with respect to this Agreement, the prevailing party shall be entitled to all
reasonable, direct and substantiated fees and expenses incurred by it in
connection with such action or proceeding, including reasonable attorneys' fees.

      20.   Severability

            If any term, provision, covenant or restriction of this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated. The parties acknowledge and agree that it is the intention of the
parties that they would have executed the remaining terms, provisions, covenants
and restrictions without including the invalid, void or unenforceable provision,
covenant or restriction.

      21.   Headings

            The paragraph headings herein are for information only and this
Agreement shall not be construed by reference thereto.

      22.   Choice of Law

            Except to the extent governed by the Lanham Act (15 U.S.C. Section
1051 et seq.), the validity, construction and enforceability of this Agreement
shall be governed by the laws of the State of California and venue shall be at
San Francisco, California. The parties hereby irrevocably submit to the
non-exclusive jurisdiction of the state and federal courts sitting in the State
of California.

                                       11
<PAGE>

      23.   Agency

            Except as otherwise expressly set forth in this Agreement, LICENSEE
shall not be construed to be and shall not represent itself as an agent or
affiliate of LICENSOR.

      24.   Integration

            This Agreement constitutes the entire understanding of the parties
with respect to the subject matter hereof, and supersedes all prior agreements
between them relating to the same subject matter, whether oral, written or
implied. This Agreement may not be amended or modified except by written
agreement signed by a duly authorized representative of the party to be bound.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed the day and year first written above.

LICENSOR:                                   LICENSEE:

DEL MONTE CORPORATION                       COFFEE HOLDING CO., INC.

By:      _____________________              By:      _____________________
Name:    _____________________              Name:    _____________________
Title:   _____________________              Title:   _____________________

                                       12
<PAGE>

                                   SCHEDULE A

                               Licensed Trademarks

Mark                         Registration No.           Registration Date
- ----                         ----------------           -----------------

S&W and Design               338,457                    September 8, 1936

S&W and Design               1,302,906                  October 30, 1984

S&W and Design               1,810,987                  December 14, 1993

IL CLASSICO                  1,816,052                  January 11, 1994



                                       13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>e18188ex31_1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    Exhibit 31.1

                                  CERTIFICATION

      I, Andrew Gordon, certify that:

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

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

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

4.    The  company's  other  certifying  officer(s)  and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and
      have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            company, including its consolidated  subsidiaries,  is made known to
            us by others within those entities,  particularly  during the period
            in which this report is being prepared;

      (b)   Evaluated the effectiveness of the company's disclosure controls and
            procedures  and presented in this report our  conclusions  about the
            effectiveness of the disclosure  controls and procedures,  as of the
            end of the period  covered by this report based on such  evaluation;
            and

      (c)   Disclosed in this report any change in the issuer's internal control
            over financial  reporting that occurred during the period covered by
            the quarterly report that has materially affected,  or is reasonably
            likely to  materially  affect,  the issuer's  internal  control over
            financial reporting; and

5.    The company's other certifying  officer(s) and I have disclosed,  based on
      our most recent  evaluation of internal control over financial  reporting,
      to the company's  auditors and the audit  committee of the company's board
      of directors (or persons performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to  adversely  affect  the  company's  ability to
            record, process, summarize and report financial information; and
<PAGE>

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who  have a  significant  role  in  the  company's
            internal control over financial reporting.

Date: June 14, 2004                        /s/ Andrew Gordon
                                           -------------------------------------
                                           Andrew Gordon
                                           President and Chief Executive Officer
                                           (Principal Executive Officer and
                                           Principal Accounting Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>e18188ex32_1.txt
<DESCRIPTION>CERTIFICATION
<TEXT>
                                                                    Exhibit 32.1

               STATEMENT FURNISHED PURSUANT TO SECTION 906 OF THE
               SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

      The undersigned, Andrew Gordon, is the President and Chief Executive
Officer of Coffee Holding Co., Inc. (the "Company").

      This statement is being furnished in connection with the filing by the
Company of the Company's Quarterly Report on Form 10-QSB for the period ended
April 30, 2004 (the "Report").

      By execution of this statement, I certify that:

      A)    the Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or
            78o(d)) and

      B)    the information contained in the Report fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company as of the dates and for the periods covered by the
            Report.

This statement is authorized to be attached as an exhibit to the Report so that
this statement will accompany the Report at such time as the Report is filed
with the Securities and Exchange Commission, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. It is not intended that this
statement be deemed to be filed for purposes of the Securities Exchange Act of
1934, as amended.

A signed original of this written statement required by Section 906 has been
provided to Coffee Holding Co., Inc. and will be retained by Coffee Holding Co.,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.

June 14, 2004                              /s/ Andrew Gordon
- ------------------                         -------------------------------------
Dated                                      Andrew Gordon

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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