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<SEC-DOCUMENT>0001144204-05-019080.txt : 20050616
<SEC-HEADER>0001144204-05-019080.hdr.sgml : 20050615
<ACCEPTANCE-DATETIME>20050616131002
ACCESSION NUMBER:		0001144204-05-019080
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050616
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050616
DATE AS OF CHANGE:		20050616

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-32491
		FILM NUMBER:		05899669

	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>8-K
<SEQUENCE>1
<FILENAME>v020227.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): June 16, 2005


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


           Nevada                   001-32491                  11-2238111
           ------                   ---------                  ----------
(State or other jurisdiction       (Commission               (IRS Employer
      of incorporation)            File Number)            Identification No.)


           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


                                 Not Applicable
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

- --------------------------------------------------------------------------------

<PAGE>

Item 8.01    Other Events.

      On June  16,  2005,  Coffee  Holding  Co.,  Inc.  issued  a press  release
      announcing  that  the  underwriters  of its  previously  announced  public
      offering of 1,400,000 shares of common stock had exercised their option to
      purchase the entire  over-allotment option consisting of 210,000 shares of
      common stock. A copy of the press release is attached as exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

      (c)    The following exhibit is furnished with this report:

             Exhibit No.   Description
             -----------   -----------

             99.1          Coffee Holding Co., Inc. press release dated
                           June 16, 2005


<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 hereunto duly authorized.



         Dated:  June 16, 2005           COFFEE HOLDING CO., INC.



                                         By:  /s/ Andrew Gordon
                                              -----------------------
                                         Name:    Andrew Gordon
                                         Title:   President and Chief Executive
                                                  Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.         Description
- -----------         -----------
99.1                Coffee Holding Co., Inc. press release dated June 16, 2005


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v020227_ex99-1.txt
<TEXT>
          Coffee Holding Co., Inc. Announces Underwriters' Exercise of
                             Over-Allotment Option

BROOKLYN,  N.Y.-- June 16,  2005--Coffee  Holding Co., Inc.  ("Coffee  Holding")
(AMEX: "JVA") announced today that the underwriters of its previously  announced
underwritten  public offering of 1,400,000 shares of common stock have exercised
their option to purchase the entire  over-allotment option consisting of 210,000
shares of common stock. The net proceeds of the offering, after giving effect to
the over-allotment option, are expected to be approximately $6.6 million. Joseph
Stevens & Company, Inc. is the lead managing underwriter for the offering.

Coffee Holding is 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.  Coffee Holding has been a family-operated  business for three
generations  and has remained  profitable  through  varying cycles in the coffee
industry and the economy.  Coffee  Holding's  private  label and branded  coffee
products are sold through the United States,  Canada and abroad to supermarkets,
wholesalers, and individually owned and multi-unit retail customers.

This press  release  may  contain  forward-looking  statements  based on current
expectations,   estimates  and   projections   about  the  Company's   industry,
management's  beliefs  and  assumptions  made  by  management.   Words  such  as
"anticipates",  "expects", "intends", "plans", "believes", "seems", "estimates",
or  variations  of such words and similar  expressions  are intended to identify
such forward-looking  statements.  These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to forecast.  Therefore, actual results may differ materially from
those  expressed  or forecast in such  forward-looking  statements.  The Company
undertakes  no  obligation to update  publicly any  forward-looking  statements,
whether as a result of new information or otherwise.


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