What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-03-17 compared with 2023-03-17 · 294 added, 241 removed, 56 unchanged (91% of the section changed)

1 unchanged sentence

Note on Forward-Looking Statements

of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation,”

“Business,” “Risk Factors” and elsewhere in this annual report include forward-looking statements made pursuant

to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

We have based these forward-looking statements

upon information available to management as of the date of this Form 10-K/A and management’s expectations and projections about future

events, including, among other things:

of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results

of Operation,” “Business,” “Risk Factors” and elsewhere in this annual report include forward-looking

statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

We have based

these forward-looking statements upon information available to management as of the date of this Form 10-K and management’s

expectations and projections about future events, including, among other things:

dependency on a single commodity could affect our revenues and profitability;

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economic conditions and conditions which affect the market for coffee;

potential adverse impact of the COVID-19 pandemic on our operations and results, including as a result of the loss of adequate labor,

any prolonged closures, or series of temporary closures, of our supply chain, or changes in consumer behaviors, when stay-at-home

restriction orders are lifted and/or as a result of the COVID-19 pandemic’s impact on financial markets and economic conditions;

expectations regarding, and the stability of, our supply chain, including potential shortages or interruptions in the supply or delivery

of green coffee, as a result of COVID-19 or otherwise;

potential adverse impact of the COVID-19 pandemic on our operations and results, including as a result of the loss of adequate

labor, any prolonged closures, or series of temporary closures, of our supply chain, or changes in consumer behaviors, when

stay-at-home restriction orders are lifted and/or as a result of the COVID-19 pandemic’s impact on financial markets

and economic conditions;

expectations regarding, and the stability of, our supply chain, including potential shortages or interruptions in the supply

or delivery of green coffee, as a result of COVID-19 or otherwise;

macro global economic environment;

2 unchanged sentences

in the supply of coffee beans;

the restatement of previously issued financial statements;

volatility of our common stock;

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“predict,” “potential,” “continue,” “expect,” “anticipate,” “future,”

“intend,” “plan,” “believe,” “estimate” and similar expressions (or the negative of such

expressions).

Any or all of our forward looking statements in this annual report and in any other public statements we make may turn

out to be wrong.

“intend,” “plan,” “believe,” “estimate” and similar expressions (or the negative

of such expressions).

Any or all of our forward looking statements in this annual report and in any other public statements we

make may turn out to be wrong.

They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties.

Consequently,

no forward-looking statement can be guaranteed.

In addition, we undertake no responsibility to update any forward-looking statement to

reflect events or circumstances, that occur after the date of this annual report.

are an 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

Consequently, no forward-looking statement can be guaranteed.

In addition, we undertake no responsibility to update any forward-looking

statement to reflect events or circumstances, that occur after the date of this annual report.

are an 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.

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

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

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, and will continue to evaluate, strategic decisions to invest in measures that are expected

to increase net sales.

These transactions include our acquisition of Premier Roasters, LLC, including equipment and a roasting facility

in La Junta, Colorado, the addition of a west coast sales manager to increase sales of our private label and branded coffees to new customers,

our joint venture with Caruso’s Coffee, Inc.

of Brecksville, Ohio, and the transaction with OPTCO.

On June 29, 2016, we purchased

substantially all the assets, including equipment, inventory, customer lists and relationships of Coffee Kinetics, LLC., a Washington

limited liability company.

On February 24, 2017, we acquired 100% of the capital stock of Comfort Foods, Inc.

Massachusetts based medium sized coffee roaster, manufacturing both branded and private label coffee for retail and foodservice customers.

In April 2018, Generations Coffee Company, the entity formed as a result of our joint venture with Caruso’s Coffee, Inc., purchased

substantially all the assets of Steep & Brew, Inc.

In October 2020, we entered into the Jordre Well Agreement to become a 49% owner

in The Jordre Well, a CBD beverage company.

Under the terms of the Jordre Well Agreement, The Jordre Well will assist us in the development

and commercialization of CBD-infused line extensions for the existing coffee brands within our portfolio, as well as launch new brands

that are intended to serve consumer demand for non-coffee CBD-infused beverages and products.

We believe these efforts will allow us

to expand our business.

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, and will continue to evaluate, strategic decisions to invest in

measures that are expected to increase net sales.

These transactions include our acquisition of Premier Roasters, LLC,

including equipment and a roasting facility in La Junta, Colorado, the addition of a west coast sales manager to increase

sales of our private label and branded coffees to new customers, our joint venture with Caruso’s Coffee, Inc.

Brecksville, Ohio, the transaction with OPTCO.

On June 29, 2016, we purchased substantially all the assets, including

equipment, inventory, customer lists and relationships of Coffee Kinetics, LLC, a Washington limited liability

On June 29, 2016, we purchased through SONO, substantially all the assets, including equipment, inventory, customer

list and relationships of Coffee Kinetics, LLC, a Washington limited liability company.

On February 24, 2017, we acquired

100% of the capital stock of Comfort Foods, Inc.

(“CFI”), a Massachusetts based medium sized coffee roaster,

manufacturing both branded and private label coffee for retail and foodservice customers.

In April 2018, Generations Coffee

Company, the entity formed as a result of our joint venture with Caruso’s Coffee, Inc., purchased substantially all the

assets of Steep & Brew, Inc.

In October 2020, we entered into the Jordre Well Agreement to become a 49% owner in The

Jordre Well, a CBD beverage company.

Under the terms of the Jordre Well Agreement, The Jordre Well will assist us in the

development and commercialization of CBD-infused line extensions for the existing coffee brands within our portfolio, as well

as launch new brands that are intended to serve consumer demand for non-coffee CBD-infused beverages and products.

these efforts will allow us to expand our business.

We believe these efforts will allow us to expand our business.

net sales are affected by the price of green coffee.

We purchase our green coffee from dealers located primarily within the United States.

The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda.

and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.

in Brazil, which produces approximately 40% of the world’s green coffee, the coffee crops are historically susceptible to frost

in June and July and drought in September, October and November.

However, because we purchase coffee from a number of countries and are

able to freely substitute one country’s coffee for another in our products, price fluctuations in one country generally have not

had a material impact on the price we pay for coffee.

Accordingly, price fluctuations in one country generally have not had a material

effect on our results of operations, liquidity and capital resources.

Historically, 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, irrespective of

sales volume.

supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control.

We purchase our green coffee from dealers located primarily within the United

The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and

The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond

For example, in Brazil, which produces approximately 40% of the world’s green coffee, the coffee crops are

historically susceptible to frost in June and July and drought in September, October and November.

However, because we purchase

coffee from a number of countries and are able to freely substitute one country’s coffee for another in our products, price

fluctuations in one country generally have not had a material impact on the price we pay for coffee.

Accordingly, price fluctuations

in one country generally have not had a material effect on our results of operations, liquidity and capital resources.

Historically,

we have used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the

purpose of partially hedging the effects of changing green coffee prices, as further explained in Note 2 of the Notes to the Consolidated

Financial Statements in this Report.

In addition, we acquired, and expect to continue to acquire, futures contracts with longer terms,

generally three to four months, primarily for the purpose of guaranteeing an adequate supply of green coffee.

Realized and unrealized

gains or losses on options and futures contracts are reflected in our cost of sales.

Gains on options and futures contracts reduce our

cost of sales and losses on options and futures contracts increase our cost of sales.

The use of these derivative financial instruments

has generally enabled us to mitigate the effect of changing prices.

We believe that, in normal economic times, our hedging policies remain

a vital element to our business model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory

necessary to continue to grow our sales while trying to minimize margin compression during a time of historically high coffee prices.

However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices

decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance

by the counterparties to any of our futures contracts.

Although we have had net gains on options and futures contracts in the past, we

have incurred significant losses on options and futures contracts during some recent reporting periods.

In these cases, our cost of sales

has increased, resulting in a decrease in our profitability or increase our losses.

Such losses have and could in the future materially

increase our cost of sales and materially decrease our profitability and adversely affect our stock price.

See “Item 1A –

Risk Factors - If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater

than market value for green coffee and our profitability may be reduced.” Failure to properly design and implement an effective

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, irrespective of sales volume.

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, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts

primarily for the purpose of partially hedging the effects of changing green coffee prices, as further explained in Note 2 of

the Notes to the Consolidated Financial Statements in this Report.

In addition, we acquired, and expect to continue to acquire,

futures contracts with longer terms, generally three to four months, primarily for the purpose of guaranteeing an adequate supply

of green coffee.

Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales.

Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost

The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices.

We believe that, in normal economic times, our hedging policies remain a vital element to our business model not only in controlling

our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying

to minimize margin compression during a time of historically high coffee prices.

However, no strategy can entirely eliminate pricing

risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time,

and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any of our futures

Although we have had net gains on options and futures contracts in the past, we have incurred significant losses on

options and futures contracts during some recent reporting periods.

In these cases, our cost of sales has increased, resulting

in a decrease in our profitability or increase our losses.

Such losses have and could in the future materially increase our cost

of sales and materially decrease our profitability and adversely affect our stock price.

See “Item 1A – Risk Factors

- If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than

market value for green coffee and our profitability may be reduced.” Failure to properly design and implement an effective

hedging strategy may materially adversely affect our business and operating results.

If the hedges that we enter do not adequately offset

the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in

profitability or increased losses.

As previously announced, as a result of the volatile nature of the commodities markets, we have and

are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue

to use these practices in a limited capacity going forward.

On September 29, 2022, we entered into

a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among the Company, Delta Corp Holdings Limited, a

Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”),

CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the holders of

ordinary shares of Delta as named therein (the “Sellers”).

Upon the terms and subject to the conditions set forth in the

Merger Agreement, Merger Sub will merge with and into the Company, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the

As a result of the Merger, each issued and outstanding share of our common stock will be cancelled and converted

for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco (the “Pubco Ordinary Shares”).

If the hedges that we enter do not adequately

offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in

a decrease in profitability or increased losses.

As previously announced, as a result of the volatile nature of the commodities

markets, we have and are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts,

and intend to continue to use these practices in a limited capacity going forward.

Accounting Policies and Estimates

prepare our consolidated financial statements in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”).

Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our consolidated

financial statements attached hereto.

We believe the following critical accounting policies involve the most significant judgements and

estimates used in the preparation of our consolidated financial statements.

Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”)

Accounting Codification (“ASC”) Topic 606 (“ASC 606”) in which the Company evaluates the transfer of promised

goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects

the consideration which the Company expects to be entitled to receive in exchange for those goods or services.

To determine revenue

recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following

(1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine

the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue

when (or as) the entity satisfies a performance obligation.

goodwill consists of the cost in excess of the fair market value of the acquired net assets of OPTCO, SONO, CFI and Steep & Brew,

through GCC, which has been integrated into a structure that does not provide the basis for separate reporting units.

Consequently,

we are a single reporting unit for goodwill impairment testing purposes.

We also have intangible assets consisting of our customer

lists and relationships and trademarks acquired from OPTCO and SONO.

At October 31, 2021 our balance sheet reflected goodwill and

intangible assets as set forth below:

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the

United States of America (“U.S.

GAAP”) 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, assets held for sale, business combinations, carrying amounts of intangible assets

and goodwill, deferred taxes, income taxes, commodities held 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.

believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates

used in the preparation of the financial statements:

Company has adopted the new revenue recognition standard ASC 606 on November 1, 2018 using the modified retrospective method.

The majority of the Company’s business is ship and bill.

The Company recognizes revenue in accordance with the five-step

model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains

control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled

to receive in exchange for those goods or services.

To determine revenue recognition for the arrangements, the Company performs

the following five steps:

(1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract,

(3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and

(5) recognize revenue when (or as) the entity satisfies a performance obligation.

November 1, 2019, we adopted ASC Topic 842, Leases (“ASC 842”).

The new guidance increases transparency by requiring

the recognition of right to use assets and lease liabilities on the statement of financial condition.

The recognition of these

lease assets and lease liabilities represents a change from previous US GAAP requirement, which did not require lease assets

and lease liabilities to be recognized for most operating leases.

The recognition, measurement and presentation of expenses

and cash flows arising from a lease, have not significantly changed from previous US GAAP requirements.

On November 1, 2019,

the effective date of ASC 842, existing leases of ours were required to be recognized and measured.

Additionally any leases

entered into during the year were also required to recognized and measured.

In applying ASC 842, we made an accounting policy

election not to recognize the right of use assets and lease liabilities relating to short-term leases.

Implementation of ASC

842 included an analysis of contracts, including real estate leases and service contracts to identify embedded leases, to

determine the initial recognition of the right to use assets and lease liabilities, which required subjective assessment over

the determination of the associated discount rates to apply in determining the lease liabilities.

The new standard provides

a number of transition practical expedients, which the Company has elected, including:

A “package of three” expedients

that must be taken together and allow entities to (1) not reassess whether existing contracts contain leases, (2) carryforward

the existing lease classification, and (3) not reassess initial direct costs associated with existing leases.

allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required

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.

For example, every additional one percent of our accounts receivable that becomes uncollectible, would decrease our operating

income by approximately $74,000 for the year ended October 31, 2020.

The reserve for sales discounts represents the estimated

discount that customers will take upon payment.

The reserve for other allowances represents the estimated amount of returns,

slotting fees and volume based discounts estimated to be incurred by us from our customers.

are stated at lower of cost (determined on a first-in, first-out basis) or market.

Based on our assumptions about future demand

and market conditions, inventories are subject to be 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

Each additional one percent of potential inventory write-down would have decreased operating income by approximately

$171,000 for the year ended October 31, 2020.

commodities held at broker represent the market value of our trading account, which consists of option and futures contracts

for coffee held with a brokerage firm.

We use options and futures contracts, which are not designated or qualifying as hedging

instruments, to partially hedge the effects of fluctuations in the price of green coffee beans.

Options and futures contracts

are recognized at fair value in the consolidated financial statements with current recognition of gains and losses on such

We classify options and futures contracts as trading securities and accordingly, unrealized holding gains and losses

are included in earnings.

We record realized and unrealized gains and losses in our cost of sales in the statement of operations/income.

account for income taxes in accordance with the relevant authoritative guidance.

Deferred tax assets and liabilities are computed

for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable

or deductible amounts in the future based on enacted tax rates in effect for the year in which the differences are expected

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.

goodwill consists of the cost in excess of the fair market value of the acquired net assets of OPTCO, SONO, CFI and Steep

& Brew, through GCC, which has been integrated into a structure that does not provide the basis for separate reporting

Consequently, we are a single reporting unit for goodwill impairment testing purposes.

We also have intangible assets

consisting of our customer lists and relationships and trademarks acquired from OPTCO and SONO.

At October 31, 2020 our balance

sheet reflected goodwill and intangible assets as set forth below:

list and relationships, net

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and the trademarks which are deemed to have indefinite lives are subject to annual impairment tests.

Goodwill impairment tests require

the comparison of the fair value and carrying value of reporting units.

We assess the potential impairment of goodwill and indefinite

lived intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value

may not be recoverable.

Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded.

The value assigned to the customer list and relationships is being amortized over a twenty year period and a recoverability test is performed

whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

the Company is a single reporting unit, the company used a hybrid approach to determine the fair market value of the Company, which included

an income approach to conduct the annual impairment assessment.

Goodwill and the indefinite lived intangible assets are tested annually

at the end of each fiscal year to determine whether they have been impaired.

Goodwill impairment tests

require the comparison of the fair value and carrying value of reporting units.

We assess the potential impairment of goodwill

and intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying

value may not be recoverable.

Upon completion of such review, if impairment is found to have occurred, a corresponding charge

will be recorded.

The value assigned to the customer list and relationships is being amortized over a twenty year period.

the Company is a single reporting unit, the closing NASDAQ Capital Market price of our common stock as of the acquisition date

was used as a basis to measure the fair value of goodwill.

Goodwill and the intangible assets will be tested annually at the end

of each fiscal year to determine whether they have been impaired.

Upon completion of each annual review, there can be no assurance

that a material charge will not be recorded.

Impairment testing is required more often than annually if an event or circumstance indicates

that an impairment or decline in value may have occurred.

the years ending October 31, 2021 and 2020, no impairment charges were recorded to the carrying value of goodwill and the reporting unit

has a fair value in excess of its carrying value by approximately 4% as of October 31, 2021.

For the year ended October 31, 2021 we recorded

impairment on two of our trademarks totaling $1,080,000 as the carrying amount of these trademarks exceeded the respective fair values

on the test date which were determined using a relief from royalty method.

Ended October 31, 2021 (Fiscal Year 2021) Compared to the Year Ended October 31, 2020 (Fiscal Year 2020)

Impairment testing is required more often than annually if an event or circumstance

indicates that an impairment or decline in value may have occurred.

Ended October 31, 2020 (Fiscal Year 2020) Compared to the Year Ended October 31, 2019 (Fiscal Year 2019) (restated)

Net sales totaled $66,031,953 for the fiscal year ended October 31, 2020, a decrease of $10,575,582, or 14%, from

$76,607,535 for the fiscal year ended October 31, 2019.

The decrease in net sales was due to the loss of customers and operational

difficulties in our joint venture Generations Coffee.

The other segments of our business managed to maintain their market share

during the COVID-19 pandemic.

Cost of Sales.

of sales for the fiscal year ended October 31, 2021 was $47,901,126, or 75% of net sales, as compared to $52,953,064, or 80% of net sales,

for the fiscal year ended October 31, 2020.

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 decrease in cost of sales was due to our decreased sales and our hedging of green

coffee costs, partially offset by higher freight and labor costs.

Gross profit for the fiscal year ended October 31, 2021 was $16,021,276, an increase of $2,942,387 from $13,078,889 for

The decrease in net sales was due to the COVID-19 pandemic which caused

many of our green coffee customers who service the restaurant and food service industry as well as our customers in the food service

space to either close or suspend their business operations during the period resulting in lost revenues from that segment of our

customer base.

Also, supermarket sales returned to more traditional levels, as the stockpiling in the second quarter of the year

did not repeat for the remaining six months of the year.

Cost of sales for the fiscal year ended October 31, 2020 was $52,953,064, or 80.2% of net sales, as compared

to $60,848,203, or 79.4% of net sales, for the fiscal year ended October 31, 2019.

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 decrease in cost

of sales was due to our decreased sales and increased cost of coffee.

Gross Profit.

profit for the fiscal year ended October 31, 2020 was $13,078,889, a decrease of $2,680,443 from $15,759,332 for the fiscal year ended

October 31, 2019.

Gross profit as a percentage of net sales decreased to 19.8% for the fiscal year ended October 31, 2020 from 20.6% for

the fiscal year ended October 31, 2019.

Gross profit as a percentage of net sales increased to 25% for the fiscal year ended October

31, 2021 from 20% for the fiscal year ended October 31, 2020.

The increase in gross profits was attributable to increased margins on

our roasted and branded products and green coffee sales in the last part of the year, partially due to the movement of lower cost green

coffee inventory built up in previous quarters, which was partially offset by higher freight and labor costs.

Total operating expenses increased by $671,914 to $14,576,121 for the fiscal year ended October 31, 2021 from $13,904,207

The decrease in gross profits resulted from a decrease in sales due to the COVID-19 pandemic and

inventory adjustments resulting from such decreased sales, lost customers and outdated inventory during the year.

Total operating expenses decreased by $1,314,596 to $13,904,207 for the fiscal year ended October 31, 2020 from

$15,218,803 for the fiscal year ended October 31, 2019.

Selling and administrative expenses increased $740,121, or 6%, to $13,963,328 for the fiscal

year ended October 31, 2021 from $13,223,207 for the fiscal year ended October 31, 2020.

The recording of $1,080,000 of trademark impairment

partially offset by our efforts to control costs through the elimination of redundancy in our operations was the primary reason for this

Officers’ salary decreased by $68,207 or 10% to $612,793 for the fiscal year ended October 31, 2021 from $681,000 for

the fiscal year ended October 31, 2020.

Each of our Chief Executive Officer, Andrew Gordon, and our Vice President-Operations, David

Gordon, reduced their compensation during this period due to the uncertainty of the results due to the impacts of the COVID-19 pandemic.

Selling and administrative expenses decreased $1,281,500, or 8.8%, to

$13,223,207 for the fiscal year ended October 31, 2020 from $14,504,707 for the fiscal year ended October 31, 2019.

to control costs through the elimination of redundancy in our operations and the elimination of certain unnecessary variable costs

were the primary reasons for this decrease.

Officers’ salary decreased by $33,096 or 4.6% to $681,000 for the fiscal year

ended October 31, 2020 from $714,096 for the fiscal year ended October 31, 2019.

Further, each of our Chief Executive Officer

and our Vice President took pay decreases in the fourth quarter, which will continue during fiscal 2021.

Income (Expense).

Other expense for the fiscal year ended October 31, 2021 was $237,298, an increase of $684,859 from other income

of $447,561 for the fiscal year ended October 31, 2020.

The increase in other expense was attributable to our recognition of the forgiveness

of the Paycheck Protection Program government loan of $634,400 in fiscal year ended October 31, 2020 and an increase in loss from equity

investment of $154,144, partially offset by an increase in interest income of $4,304 and a decrease in our interest expense of $99,381,

during the fiscal year ended October 31, 2021.

Other income for the fiscal year ended October 31, 2020 was $447,561, a decrease of $694,876 from other

expenses of $247,315 for the fiscal year ended October 31, 2019.

The decrease in other expense was attributable to our recognition

of the forgiveness of the PPP government grant of $634,400, a decrease in interest expense of $69,415, partially offset by a decrease

in interest income of $7,692 and an increase in our loss from our equity investments of $1,247, during the fiscal year ended October

(Loss) Before provision for income Taxes and Non-controlling Interest in Subsidiary.

We had income of $1,207,857 before income

taxes and non-controlling interest in subsidiary for the fiscal year ended October 31, 2021 compared to a loss of $377,757 for the fiscal

year ended October 31, 2020, resulting in a net change of $1,585,614 for the year ended October 31, 2021.

Our provision for income taxes for the fiscal year ended October 31, 2021 totaled $340,180 compared to a benefit of $41,713

for the fiscal year ended October 31, 2020.

The change was attributable to the difference in the income for the year ended October 31,

2021 versus fiscal year ended October 31, 2020.

Income (Loss) .

We had a net income of $1,255,354 or $0.22 per share basic and diluted, for the fiscal year ended October 31,

We had a loss of $377,757 before

income taxes and non-controlling interest in subsidiary for the fiscal year ended October 31, 2020 compared to income of $293,214

for the fiscal year ended October 31, 2019, resulting in a net change of $670,971 for the year ended October 31, 2020.

Our benefit for income taxes for the fiscal year ended October 31, 2020 totaled $41,713 compared to a provision

of $29,208 for the fiscal year ended October 31, 2019.

The change was attributable to the difference in the income for the year

ended October 31, 2020 versus fiscal year ended October 31, 2019.

(Loss) Income .

We had a net loss of $94,301 or $0.02 per share basic and diluted, for the fiscal year ended October

31, 2020 compared to a net loss of $94,598, or $0.02 per share basic and diluted for the fiscal year ended October 31, 2019.

in net income was due to our results as described above.

The decrease in net income was due to numerous factors which had to be dealt with during our fiscal fourth quarter.

example, for the year ended October 31, 2020, we had a loss before our non-controlling interest in our subsidiary of $336,044

versus net income of $264,006 for the year ended October 31, 2019.

Our non-controlling interest for the year ended October

31, 2020 reduced the loss by $366,044 bringing the net loss attributable to Coffee Holding Co.

to $94,301, whereas the

non-controlling interest for the year ended October 31, 2019 reduced profit by $358,604 bringing the net loss attributable to

Coffee Holding Co.

to a loss of $94,598.

Our consolidated subsidiary, in which we have a 60% interest, had write downs on

both inventories and accounts receivable due to COVID-19, including an approximately $85,000 write down of

receivables and an approximately $217,000 write down of inventories.

and Capital Resources

of October 31, 2021, we had working capital of $23,784,285, which represented a $255,253 decrease from our working capital of $24,039,538

as of October 31, 2020.

Our working capital decreased primarily due to decreases of $1,141,127 in inventory and $69,353 in prepaid and

refundable taxes, increases of $2,011,542 in accounts payable and accrued expenses, $3,799,975 in our short term borrowings, $411,078

in income taxes payable, partially offset by increases of $821,155 in cash, $1,891,073 in accounts receivable, $469,004 in due from broker,

$51,978 in prepaid expenses and other current assets and a decrease of $143,763 in lease liability – current portion.

As of October

31, 2021, the outstanding balance on our line of credit was $3,800,850 compared to $3,796,822 as of October 31, 2020.

April 25, 2017, us and OPTCO (collectively, the “Borrowers”) entered into an Amended and Restated Loan and Security Agreement

(the “A&R Loan Agreement”) and Amended and Restated Loan Facility (the “A&R Loan Facility”) with Sterling

National Bank (“Sterling”), which consolidated (i) the financing agreement between the Company and Sterling, dated February

17, 2009, as modified, (the “Company Financing Agreement”) and (ii) the financing agreement between us, as guarantor, OPTCO

and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other things.

of October 31, 2020, we had working capital of $24,039,538, which represented a $3,811,594 increase from our working capital of

$20,227,944 as of October 31, 2019, and total stockholders’ equity of $26,518,666 which increased by $1,254,589 from our

total stockholders’ equity of $25,264,077 as of October 31, 2019.

Our working capital increased primarily due to an increase

of $472,564 in cash, decreases of $1,307,918 in accounts payable and accrued expenses, $3,365,843 in our short term borrowings,

partially offset by decreases of $2,012,522 in accounts receivable, $1,738,232 in inventory, $553,356 in due from broker, $97,380

in prepaid expenses and other current assets, $240,629 in prepaid and refundable income taxes, increases of $5,271 in income taxes

payable and $484,163 in lease liability – current portion.

As of October 31, 2020, the outstanding balance on our line of

credit was $3,796,822 compared to $7,167,740 as of October 31, 2019.

April 25, 2017, us and OPTCO (collectively, the “Borrowers”) entered into an Amended and Restated Loan and Security

Agreement (the “A&R Loan Agreement”) and Amended and Restated Loan Facility (the “A&R Loan Facility”)

with Sterling National Bank (“Sterling”), which consolidated (i) the financing agreement between the Company and Sterling,

dated February 17, 2009, as modified, (the “Company Financing Agreement”) and (ii) the financing agreement between

us, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other things.

March 13, 2020, we reached an agreement for a new loan modification agreement and credit facility with Sterling.

The terms of the new

agreement among other things:

(i) provides for a new maturity date of March 31, 2022 and (ii) decreases the interest rate per annum to

LIBOR plus 1.75% (with such interest rate not to be lower than 3.50%).

March 17, 2022, the Company reached an agreement for a new loan modification agreement and credit facility which extended the maturity

date to June 29, 2022.

The facility has been approved for a two year extension and the related documents are currently being prepared.

All other terms of the A&R Loan Agreement and A&R Loan Facility remain the same.

June 28, 2022, the Company reached an agreement for a new loan modification agreement and credit facility with Webster Bank.

of the new agreement, among other things:

(i) provided for a new maturity date of June 30, 2024, and (ii) changed the interest rate per

annum to SOFR plus 1.75% (with such interest rate not to be lower than 3.50%).

All other terms of the A&R Loan Agreement and A&R

Loan Facility remain the same.

the new agreement among other things:

(i) provides for a new maturity date of March 31, 2022 and (ii) decreases the interest rate

per annum to LIBOR plus 1.75% (with such interest rate not to be lower than 3.50%).

of the A&R Loan Facility and A&R Loan Agreement contains covenants, subject to certain exceptions, that place annual restrictions

on the Borrowers’ operations, including covenants relating to debt restrictions, capital expenditures, indebtedness, minimum deposit

restrictions, tangible net worth, net profit, leverage, employee loan restrictions, dividend and repurchase restrictions (common stock

and preferred stock), and restrictions on intercompany transactions.

We were in compliance with all covenants as of October 31, 2021

and October 31, 2020.

on the Borrowers’ operations, including covenants relating to debt restrictions, capital expenditures, indebtedness, minimum

deposit restrictions, tangible net worth, net profit, leverage, employee loan restrictions, dividend and repurchase restrictions

(common stock and preferred stock), and restrictions on intercompany transactions.

We were in compliance with all covenants as

of October 31, 2020 and October 31, 2019.

of the A&R Loan Facility and the A&R Loan Agreement is secured by all of our tangible and intangible assets.

Other than as amended

and restated by the A&R Loan Agreement, the Company Financing Agreement and the OPTCO Financing Agreement remains in full force and

to the terms of the Jordre Well Agreement, we issued to The Jordre Well 139,250 shares of our Common Stock on the effective date of the

Jordre Well Agreement and are obligated to issue an additional 139,250 shares of Common Stock once $500,000 in revenue is generated from

the joint venture.

the fiscal year ended October 31, 2021, our operating activities provided net cash of $4,709,519 as compared to the fiscal year ended

October 31, 2020 when operating activities provided net cash of $4,385,757.

The increased cash flow from operations for the fiscal year

ended October 31, 2021 was primarily due to our inventories usage and our accounts receivable and accounts payable activity during the

year ended October 31, 2021.

the fiscal year ended October 31, 2021, our investing activities used net cash of $3,887,317 as compared to the fiscal year ended October

31, 2020 when net cash used by investing activities was $537,835.

The increase in our uses of cash in investing activities was due to

our increased outlays for purchases of machinery and equipment and our other investment during the fiscal year ended October 31, 2021.

the fiscal year ended October 31, 2021, our financing activities used net cash of $1,047 compared to net cash used in financing activities

of $3,375,358 for the fiscal year ended October 31, 2020.

The change in cash flow from financing activities for the fiscal year ended

October 31, 2021 was due to our decreased principal reductions on our line of credit.

expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness,

through February 28, 2023 with cash provided by operating activities and the use of our credit facility.

In addition, an increase in eligible

accounts receivable and inventory would permit us to make additional borrowings under our line of credit.

as amended and restated by the A&R Loan Agreement, the Company Financing Agreement and the OPTCO Financing Agreement remains

in full force and effect.

to the terms of the Jordre Well Agreement, we issued to The Jordre Well 139,250 shares of our Common Stock on the effective date

of the Jordre Well Agreement and are obligated to issue an additional 139,250 shares of Common Stock once $500,000 in revenue

is generated from the joint venture.

the fiscal year ended October 31, 2020, our operating activities provided net cash of $4,385,757 as compared to the fiscal year

ended October 31, 2019 when operating activities used net cash of $2,148,616.

The increased cash flow from operations for the

fiscal year ended October 31, 2020 was primarily due to our inventories usage during the year ended October 31, 2020.

the fiscal year ended October 31, 2020, our investing activities used net cash of $537,835 as compared to the fiscal year ended

October 31, 2019 when net cash used by investing activities was $897,683.

The decrease in our uses of cash in investing activities

was due to our decreased outlays for purchases of machinery and equipment during the fiscal year ended October 31, 2020.

the fiscal year ended October 31, 2020, our financing activities used net cash of $3,375,358 compared to net cash provided by

financing activities of $837,471 for the fiscal year ended October 31, 2019.

The change in cash flow from financing activities

for the fiscal year ended October 31, 2020 was due to our increased principal reductions on our line of credit.

expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on

our indebtedness, through October 31, 2021 with cash provided by operating activities and the use of our credit facility.

an increase in eligible accounts receivable and inventory would permit us to make additional borrowings under our line of credit.

Sheet Arrangements

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.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

STATEMENTS AND SUPPLEMENTARY DATA

pages F-1 through F-23 following the Exhibit Index of this Annual Report on Form 10-K/A.

pages F-1 through F-21 following the Exhibit Index of this Annual Report on Form 10-K.

IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 7. Management’s Discussion and Analysis