Edgar Filing: COFFEE HOLDING CO INC

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

[_] 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.

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.

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

EXHIBIT NO. DESCRIPTION
----------- -----------

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).

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.

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

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

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).

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).

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