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<SEC-DOCUMENT>0001125282-04-004178.txt : 20040826
<SEC-HEADER>0001125282-04-004178.hdr.sgml : 20040826
<ACCEPTANCE-DATETIME>20040826172823
ACCESSION NUMBER:		0001125282-04-004178
CONFORMED SUBMISSION TYPE:	10KSB/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20021031
FILED AS OF DATE:		20040826
DATE AS OF CHANGE:		20040826

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:		10KSB/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-00588-NY
		FILM NUMBER:		04999733

	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>10KSB/A
<SEQUENCE>1
<FILENAME>b400625_10ksb-a.txt
<DESCRIPTION>AMENDMENT NO. 1
<TEXT>
<PAGE>


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

                                  FORM 10-KSB/A

                                 AMENDMENT NO. 1

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

For the fiscal year ended October 31, 2002

                                       OR

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

         For the transition period from ____________ to _______________.

                        Commission file No. 333-00588-NY

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

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

 4401 First Avenue, Brooklyn, New York                   11232-0005
(address of principal executive offices)                 (zip code)

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

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

                                      None
                                (Title of Class)
           Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |X|

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant cannot be determined as the common stock is not quoted or listed
on any quotation system or market.

As of October 31, 2002, the Registrant had 3,999,650 shares of common stock, par
value $.001 per share, outstanding.

<PAGE>


                                EXPLANATORY NOTE

         This Amendment No. 1 to our Annual Report on Form 10-KSB/A for the
fiscal year ended October 31, 2002, as originally filed on February 13, 2003, is
being filed solely to amend the Exhibit Index included in Item 13 and to refile
Exhibits 10.10 and 10.11 with indications, at the appropriate places in the
exhibits, that confidential information has been omitted pursuant to requests
for confidential treatment and has been filed separately with the Securities and
Exchange Commission.

         Except as described above, no other changes have been made to the
Annual Report on Form 10-KSB. This Amendment No. 1 to our Annual Report on Form
10-KSB/A does not otherwise attempt to update the information set forth in the
original filing of the Annual Report on Form 10-KSB.


<PAGE>


ITEM 13.  EXHIBIT, LIST AND REPORTS ON FORM 8-K

(c) Exhibits. (Filed herewith unless otherwise noted)

<TABLE>
<CAPTION>

         EXHIBIT NO.                                         DESCRIPTION
         -----------                                         -----------
         <S>            <C>
             2.1        Agreement and Plan of Merger by and Among Transpacific International Group Corp. and Coffee
                        Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment
                        No. 1 to the Registration Statement on Form SB-2 (file No. 333-00588-NY) as filed with the
                        Commission on November 10, 1997).

             3.1        Articles of Incorporation of Coffee Holding Co., Inc., as amended (incorporated by reference
                        to Exhibit 3.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

             3.2        Certificate of Amendment of Articles of Incorporation of Coffee Holding Co., Inc.
                        (incorporated herein by reference to Exhibit 3.2 to the Coffee Holding Co., Inc. Quarterly
                        Report on Form 10-Q for the quarter ended April 30, 1998).

             3.3        Coffee Holding Co., Inc. By-Laws, as amended (incorporated herein by reference to Exhibit 3.3
                        to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter ended April 30,
                        1998).

             4.1        Form of Stock Certificate of Coffee Holding Co., Inc. (incorporated by reference to Exhibit
                        4.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year ended October
                        31, 2002, filed with the Securities and Exchange Commission on February 13, 2003).

            10.1        Lease with T&O Management Corp. dated August 15, 1997 (incorporated herein by reference to
                        Exhibit 10.1 to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter
                        ended April 30, 1998).

            10.2        1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.2 to the Coffee
                        Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter ended April 30, 1998).

            10.3        Loan and Security Agreement dated as of November 21, 1997 between Coffee Holding Co., Inc.
                        and NationsCredit Commercial Corporation (incorporated herein by reference to Exhibit 10.3 to
                        the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal year ended October 31,
                        2000).

            10.4        First Amendment to Loan and Security Agreement dated as of May 22, 1998 between Coffee
                        Holding Co., Inc. and NationsCredit Commercial Corporation (incorporated herein by reference
                        to Exhibit 10.4 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal
                        year ended October 31, 2000).

            10.5        Second Amendment dated as of November 29, 2000 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated herein by
                        reference to Exhibit 10.5 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

            10.6        Term Note dated as of November 29, 2000 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $600,000 (incorporated herein by
                        reference to Exhibit 10.6 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

</TABLE>


<PAGE>

<TABLE>

         <S>            <C>
            10.7        Third Amendment dated as of October 1, 2002 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated by
                        reference to Exhibit 10.7 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration
                        Statement on Form SB-2/A, filed with the Securities and Exchange Commission on August 12,
                        2004).

            10.8        Term Note dated as of October 1, 2002 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $750,000 (incorporated by reference
                        to Exhibit 10.8 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

            10.9        Capital Lease Agreement with HSBC Business Credit (USA), Inc. (incorporated by reference to
                        Exhibit 10.9 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration Statement on
                        Form SB-2/A, filed with the Securities and Exchange Commission on August 12, 2004).

           10.10        Sales contract with Supervalu and Cub Foods (confidential portions have been redacted
                        pursuant to a request for confidential treatment and filed separately with the Securities and
                        Exchange Commission).

           10.11        Sales contract with Shurfine Central (confidential portions have been redacted pursuant to a
                        request for confidential treatment and filed separately with the Securities and Exchange
                        Commission).

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


</TABLE>


<PAGE>


                                   SIGNATURES

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

                                             COFFEE HOLDING CO., INC.



                                             By: /s/ Andrew Gordon
                                                 ------------------------------
                                                 Andrew Gordon

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on August 26, 2004 by the following persons on
behalf of the registrant and in the capacities indicated.


                 SIGNATURE                       TITLE
                 ---------                       -----

     /s/ Andrew Gordon          Chief Executive Officer, President, Treasurer
- ----------------------------    and Director (principal executive officer)
     Andrew Gordon


     /s/ David Gordon           Executive Vice President -- Operations,
- ----------------------------    Secretary and Director
     David Gordon


     /s/ Richard E. Pino        Chief Financial Officer (principal financial
- ----------------------------    and accounting officer)
     Richard E. Pino


                                Director
- ----------------------------
     Gerard DeCapua


     /s/ Daniel Dwyer           Director
- ----------------------------
     Daniel Dwyer



<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NO.                                                  DESCRIPTION
- -----------                                                  -----------
<S>                     <C>
             2.1        Agreement and Plan of Merger by and Among Transpacific International Group Corp. and Coffee
                        Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment
                        No. 1 to the Registration Statement on Form SB-2 (file No. 333-00588-NY) as filed with the
                        Commission on November 10, 1997).

             3.1        Articles of Incorporation of Coffee Holding Co., Inc., as amended (incorporated by reference
                        to Exhibit 3.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

             3.2        Certificate of Amendment of Articles of Incorporation of Coffee Holding Co., Inc.
                        (incorporated herein by reference to Exhibit 3.2 to the Coffee Holding Co., Inc. Quarterly
                        Report on Form 10-Q for the quarter ended April 30, 1998).

             3.3        Coffee Holding Co., Inc. By-Laws, as amended (incorporated herein by reference to Exhibit 3.3
                        to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter ended April 30,
                        1998).

             4.1        Form of Stock Certificate of Coffee Holding Co., Inc. (incorporated by reference to Exhibit
                        4.1 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year ended October
                        31, 2002, filed with the Securities and Exchange Commission on February 13, 2003).

            10.1        Lease with T&O Management Corp. dated August 15, 1997 (incorporated herein by reference to
                        Exhibit 10.1 to the Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter
                        ended April 30, 1998).

            10.2        1998 Stock  Option Plan  (incorporated  herein by  reference  to Exhibit  10.2 to the Coffee
                        Holding Co., Inc. Quarterly Report on Form 10-Q for the quarter ended April 30, 1998).

            10.3        Loan and Security Agreement dated as of November 21, 1997 between Coffee Holding Co., Inc.
                        and NationsCredit Commercial Corporation (incorporated herein by reference to Exhibit 10.3 to
                        the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal year ended October 31,
                        2000).

            10.4        First Amendment to Loan and Security Agreement dated as of May 22, 1998 between Coffee
                        Holding Co., Inc. and NationsCredit Commercial Corporation (incorporated herein by reference
                        to Exhibit 10.4 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the fiscal
                        year ended October 31, 2000).

            10.5        Second Amendment dated as of November 29, 2000 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated herein by
                        reference to Exhibit 10.5 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

            10.6        Term Note dated as of November 29, 2000 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $600,000 (incorporated herein by
                        reference to Exhibit 10.6 to the Coffee Holding Co., Inc. Annual Report on Form 10-K for the
                        fiscal year ended October 31, 2000).

            10.7        Third Amendment dated as of October 1, 2002 to Loan and Security Agreement between Coffee
                        Holding Co., Inc. and Wells Fargo Business Credit, Inc., as assignee (incorporated by
                        reference to Exhibit 10.7 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration
                        Statement on Form SB-2/A, filed with the Securities and Exchange Commission on August 12,
                        2004).
</TABLE>

<PAGE>

<TABLE>

<S>                     <C>
            10.8        Term Note dated as of October 1, 2002 made by Coffee Holding Co., Inc. in favor of Wells
                        Fargo Business Credit, Inc., in the principal amount of $750,000 (incorporated by reference
                        to Exhibit 10.8 to the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for the year
                        ended October 31, 2002, filed with the Securities and Exchange Commission on February 13,
                        2003).

            10.9        Capital Lease Agreement with HSBC Business Credit (USA), Inc. (incorporated by reference to
                        Exhibit 10.9 to Amendment No. 1 to the Coffee Holding Co., Inc. Registration Statement on
                        Form SB-2/A, filed with the Securities and Exchange Commission on August 12, 2004).

           10.10        Sales contract with Supervalu and Cub Foods (confidential portions have been redacted
                        pursuant to a request for confidential treatment and filed separately with the Securities and
                        Exchange Commission).

           10.11        Sales contract with Shurfine Central (confidential portions have been redacted pursuant to a
                        request for confidential treatment and filed separately with the Securities and Exchange
                        Commission).

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

</TABLE>






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>2
<FILENAME>b400625_ex10-10.txt
<DESCRIPTION>SALES CONTRACT WITH SUPERVALU
<TEXT>
<PAGE>



                                                                   Exhibit 10.10

Where indicated below, confidential information has been omitted pursuant to a
request for confidential treatment and filed separately with the U.S. Securities
and Exchange Commission.

                         [Coffee Holding Co. Letterhead]

November 7, 2002

Supervalu
11095 Viking Drive
Attn: Mr. Marc Nosal/Craig Espelien

Gentlemen:

Coffee Holding Co. is pleased to outline to you the following terms and
conditions agreed upon this day for the extension no four contracted business
relationship whereas Coffee Holding Co., Inc. is the exclusive* supplier to
Supervalu for all their private label coffee. This commitment covers private
label coffee for Supervalu for all regions on both ground and instant in all
labels, packs and sizes.

The duration of this contract will be for a period of one year commencing
December 1st 2002 and ending either November 30th, 2003 or at the completion of
the case commitments outlined below.

Supervalu will honor the balance of the old case commitment on the contract
dated September 25, 2001. As of today's date approximately [*] cases of 34.5-oz
coffee remain unfulfilled at the old contract price.

Under the terms and conditions of the extension, Coffee Holding Co. will pay
Supervalu $[*] on December 1st and a balance of $[*] upon completion of the
contract. Supervalu will purchase from Coffee Holding Co. an additional [*]
cases of 34.5-oz. coffee at [*]. In addition, Coffee Holding Co. will offer to
sell Supervalu an additional [*] cases of 34.5-oz. coffee at Supervalu's option
following the completion of the first [*] cases of 34.5-oz. coffee. Pricing for
all other private label items remain the same as the September 25, 2001
contract.

In addition to the above Coffee Holding Co., will offer Supervalu a truckload
buy three times per year at $[*]/case off invoice allowance. Also, Coffee
Holding Co. will offer $[*] per store for new item distributions and Supervalu
will offer Coffee Holding Co. [*] at their shows for [*].

Please fax back a signed copy of this contract if the above terms and conditions
meet your approval.

*Coffee Holding Co. realizes this contract does not cover Winco.

                                        Very truly yours,
                                        Andrew Gordon
                                        President
                                        Coffee Holding Co.

Signature: /s/ Marc Nosal
           ----------------------------
Name:      Marc Nosal
Title:     Store Brands Category Manager
Supervalu/Store Brands

<PAGE>

To: Marc.t.nosal@supervalu.com; craig.espellen@supervalu.com

Gentlemen:

As an amendment to the contract I emailed you earlier today. Coffee Holding Co.
agrees to pay a $|*| bonus per $|*| increase starting with annualized sale of
$|*|.

                                        Regards,
                                        Andrew Gordon
                                        President
                                        Coffee Holding Co.

Signature: /s/ Marc Nosal
           ----------------------------
Name:      Marc Nosal
Title:     Store Brands Category Manager

<PAGE>

Subj:         (no subject)
Date:         11/7/2002 12:50;48 PM Eastern Standard Time
From:         AG GORDON CHC
To:           marc.nosal@supervalue.com

Marc,

As per our conversation, in order to align your Cub pricing at the expiration of
their contract (12-01-02) with the rest of your labels Coffee Holding Co.
suggests the following:

ITEM                                SIMILAR ITEM                   NEW PRICE
- -------------------------------------------------------------------------------
Cub 34.5-oz can                     FLV 34.5-oz can                   [*]
Cub 23-oz. Decafe                   none                              [*]
8-oz. Instant                       FLV 8-oz. Instant                 [*]
13-oz. Brick                                                          [*]
13-oz. Brick Decafe                                                   [*]

We hope the above meets with your approval. If it does, we will send you a
revised pricing sheet on excel for all applicable zones and brackets.

                                        Regards,
                                        Andrew Gordon
                                        President
                                        Coffee Holding Co.


* Confidential information has been omitted pursuant to a request for
  confidential treatment and filed separately with the U.S. Securities and
  Exchange Commission.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>b400625_ex10-11.txt
<DESCRIPTION>SALES CONTRACT WITH SHURFINE CENTRAL
<TEXT>
<PAGE>


                                                                  Exhibit 10.11

Where indicated below, confidential information has been omitted pursuant to a
request for confidential treatment and filed separately with the U.S. Securities
and Exchange Commission.

                         [Coffee Holding Co. Letterhead]

                                 August 12, 1999

Shurfine
2 Manheim Road
Northlake, IL  60164
Attn: Jim Curtis

Dear Jim:

      Coffee Holding Company is pleased to offer Shurfine the following Private
Label Coffee Program for your approval. This program is based on a two (2) year
minimum commitment by Shurfine to exclusively buy all their private label ground
coffee from us. As a part of this program, we will co-ship our ground coffee
products with the instant products from North American Fine Foods to give
Shurfine's customers a complete private label coffee program at the best
possible prices.

      The following program is based on a two (2) year minimum commitment by
Shurfine to ourselves. For this commitment, we offer Shurfine the following
incentives.

o     $|*| up front money

o     $|*|/case accrual for every case, purchased by Shurfine between 90% and
      100% of last years volume.

o     Additional $|*|/case accrual at end of year one (1) for each case
      purchased at |*|% above last year's total case sales.

o     Additional $|*|/case accrual for any increase of |*|% vs. last years total
      case sales.

Total incentive package:

      $|*| per case x |*| cases x 2 years
      = $|*|
      + $|*| (up front money)
      -----------
      $|*| or $|*|/case (based on last year's sales figures)

<PAGE>

      The following pricing schedule is delivered to any of your members across
the United States:

ITEM
Shurfine French                                            $|*|       $|*|
Shurfine Colombian                                         $|*|       $|*|
Price Savers Brick 11.5 oz.                                $|*|       $|*|
Savers Choice Brick 11.5 oz.                               $|*|       $|*|
Price Savers 34.5 oz.                                      $|*|       $|*|
Savers Choice 34.5 oz.                                     $|*|       $|*|
Price Savers Decafe Brick 11.5 oz.                         $|*|       $|*|
Savers Choice Decafe can 11.5 oz.                          $|*|       $|*|
Shurfine 13 oz. can                                        $|*|       $|*|
Shurfine Decafe can 13 oz.                                 $|*|       $|*|
Shurfine can 26 oz.                                        $|*|       $|*|
Shurfine Decafe can 26 oz.                                 $|*|       $|*|
Shurfine can 39 oz.                                        $|*|       $|*|
Shurfine Brick 13 oz.                                      $|*|       $|*|
Shurfine Decafe Brick 13 oz.                               $|*|       $|*|
Shurfine Dark Roast Brick 13 oz.                           $|*|       $|*|
Shurfine Medium Roast Brick 13 oz.                         $|*|       $|*|
Shurfine can 34.5 oz.                                      $|*|       $|*|

Prices are LTL of 300-500 combined cases minimum
501-999 drop $|*|/case
1,000 + drop $|*|/case
Terms: |*|% 30, Net 31


<PAGE>

      Jim, I believe this is a winning program that will increase Shurfine's
Private Label Coffee sales for many years. In addition these increases will be
permanent as opposed to temporary. If you agree to all the terms and conditions
of this program please sign below.

      Looking forward to continued long term mutual success between our
companies for the next several years.

Name: /s/ James Curtis           ;          Name: /s/ Andrew Gordon
      ------------------------                    ------------------------
Title:                                            Title: President
      ------------------------                    Coffee Holding Company, Inc.
Shurfine International

                                        Regards,

                                        /s/ Andrew Gordon

                                        Andrew Gordon, President
                                        Coffee Holding Company, Inc.


<PAGE>

                                 January 9, 2001

Shurfine International
2100 N. Manheim Road
Northlake, IL 60164
Attn: Ryan Sullivan

Dear Ryan:

      As per our original two (2) year contract, we have revised your second
year pricing as follows:

Item                                                 Price/Case     Price Unit
Shurfine French                                        $|*|            $|*|
Shurfine Colombian                                     $|*|            $|*|
Price Savers Brick 11.5 oz.                            $|*|            $|*|
Savers Choice Brick 11.5 oz.                           $|*|            $|*|
Price Savers 34.5 oz.                                  $|*|            $|*|
Savers Choice 34.5 oz.                                 $|*|            $|*|
Price Savers Decafe Brick 11.5 oz.                     $|*|            $|*|
Savers Choice Decafe can 11.5 oz.                      $|*|            $|*|
Shurfine 13 oz. can                                    $|*|            $|*|
Shurfine Decafe can 13 oz.                             $|*|            $|*|
Shurfine can 26 oz.                                    $|*|            $|*|
Shurfine Decafe can 26 oz.                             $|*|            $|*|
Shurfine can 39 oz.                                    $|*|            $|*|
Shurfine Brick 13 oz.                                  $|*|            $|*|
Shurfine Decafe Brick 13 oz.                           $|*|            $|*|
Shurfine Dark Roast Brick 13 oz.                       $|*|            $|*|
Shurfine Medium Roast Brick 13 oz.                     $|*|            $|*|
Shurfine can 34.5 oz.                                  $|*|            $|*|
Shurfine "Lite" Brick 12 oz.                           $|*|            $|*|

      The above pricing is effective for all order effective February 1st. All
other terms and provisions remain in place.

      We look forward to a continued long term mutually successful relationship
with yourself and Shurfine.

                                        Very truly yours,

                                        /s/ Andrew Gordon

                                        Andrew Gordon, President
                                        Coffee Holding Company, Inc.


* Confidential information has been omitted pursuant to a request for
  confidential treatment and filed separately with the U.S. Securities and
  Exchange Commission.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>b400625_ex31-1.txt
<DESCRIPTION>CERTIFICATIONS
<TEXT>
<PAGE>


                                                                   Exhibit 31.1

                                  CERTIFICATION

I, Andrew Gordon, certify that:

         1.   I have reviewed this Amendment No. 1 to the annual report on Form
              10-KSB/A 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.   The small business issuer'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 small business issuer 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
              small business issuer, 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 small business issuer'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 small business
              issuer's internal control over financial reporting that occurred
              during the small business issuer's most recent fiscal quarter that
              has materially affected, or is reasonably likely to materially
              affect, the small business issuer's internal control over
              financial reporting; and

         4.   The small business issuer's other certifying officer(s) and I have
              disclosed, based on our most recent evaluation of internal control
              over financial reporting, to the small business issuer's auditors
              and the audit committee of the small business issuer'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 small business
              issuer's ability to record, process, summarize and report
              financial information; and

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

Date: August 26, 2004             /s/ Andrew Gordon
                                  ---------------------------------------
                                  Andrew Gordon
                                  Chief Executive Officer, President, Treasurer
                                  and Director (principal executive officer)

<PAGE>


                                  CERTIFICATION

I, Richard E. Pino, certify that:

         1.   I have reviewed this Amendment No. 1 to the annual report on Form
              10-KSB/A 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.   The small business issuer'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 small business issuer 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
              small business issuer, 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 small business issuer'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 small business
              issuer's internal control over financial reporting that occurred
              during the small business issuer's most recent fiscal quarter that
              has materially affected, or is reasonably likely to materially
              affect, the small business issuer's internal control over
              financial reporting; and

         4.   The small business issuer's other certifying officer(s) and I have
              disclosed, based on our most recent evaluation of internal control
              over financial reporting, to the small business issuer's auditors
              and the audit committee of the small business issuer'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 small business
              issuer's ability to record, process, summarize and report
              financial information; and

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

Date: August 26, 2004            /s/ Richard E. Pino
                                 -----------------------------------------
                                 Richard E. Pino
                                 Chief Financial Officer (principal financial
                                 and accounting officer)






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