What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-03-17 compared with 2023-03-17 · 327 added, 285 removed, 218 unchanged (74% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

April 30, 2021

31, 2021 AND OCTOBER 31, 2020

January 31, 2021

October 31, 2020

2 unchanged sentences

Prepaid expenses and other current assets

Due from broker

Prepaid and refundable income taxes

38 unchanged sentences

Stockholders’ Equity

Non-controlling interest

Noncontrolling interest

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

AND THREE MONTHS ENDED APRIL 30, 2021 AND 2020

Six Months Ended

Three Months Ended

(As restated)

MONTHS ENDED JANUARY 31, 2021 AND 2020

2020 (As restated)

COST OF SALES

includes purchases of approximately $ 0.7 million and $ 1.3 million in fiscal years 2021 and 2020, respectively, from a related

OPERATING EXPENSES:

1 unchanged sentence

Officers’ salaries

INCOME FROM OPERATIONS

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE):

Interest income

Loss from equity method investment

Loss from equity method investments

Interest expense

INCOME BEFORE PROVISION FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY

Provision for income taxes

NET INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY

Net (income) loss attributable to the non-controlling interest

INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY

Provision (benefit) for income taxes

NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY

Net income attributable to the non-controlling interest in subsidiary

NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.

$ ( 599,848 )

Basic and diluted earnings (loss) per share

Basic and diluted earnings (loss) earnings per share

Weighted average common shares outstanding:

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AND SIX MONTHS ENDED APRIL 30, 2021 AND 2020

MONTHS ENDED JANUARY 31, 2021 AND 2020

Treasury Stock

7 unchanged sentences

$ ( 4,633,560 )

Stock Compensation

Non-Controlling Interest

Balance, April 30, 2020

$ ( 4,633,560 )

Balance, October 31, 2020

$ ( 4,633,560 )

Stock Compensation

Non-Controlling Interest

Balance, January 31, 2021

Beginning balance, value

$ ( 4,633,560 )

2 unchanged sentences

Non-Controlling Interest

Balance, April 30, 2021

Balance, January 3l, 2021

$ ( 4,633,560 )

Ending balance, value

$ ( 4,633,560 )

Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED APRIL 30, 2021 AND 2020

MONTHS ENDED JANUARY 31, 2021 AND 2020

OPERATING ACTIVITIES:

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss)

$ ( 551,184 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

2 unchanged sentences

Loss on equity method investments

Amortization of right of use asset

Amortization of right to use asset

Change in lease liability

Deferred income taxes

4 unchanged sentences

Accounts payable and accrued expenses

Deposits and other assets

Change in lease liability

Income taxes payable

12 unchanged sentences

( 1,299,900 )

NET INCREASE IN CASH

NET (DECREASE) INCREASE IN CASH

CASH, BEGINNING OF PERIOD

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED APRIL 30, 2021 AND 2020

MONTHS ENDED JANUARY 31, 2021 AND 2020

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

10 unchanged sentences

Holding Co., Inc.

(the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing

and distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee.

also manufactures and sells coffee roasters.

The Company’s core product, coffee, can be summarized and divided into three product

categories (“product lines”) as follows:

(the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging,

marketing and distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee.

The Company also manufactures and sells coffee roasters.

The Company’s core product, coffee, can be summarized and divided

into three product categories (“product lines”) as follows:

Green Coffee:

unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;

unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop

Label Coffee:

coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets

that want to have their own brand name of coffee to compete with national brands;

that want to have their own brand name on coffee to compete with national brands;

coffee roasted and blended to the Company’s own specifications and packaged and sold under the Company’s

eight proprietary and licensed brand names in different segments of the market.

Company’s wholesale green coffee sales are included in the “green” revenue stream, and the Company’s private

label and branded coffee sales are included in the “packaged revenue stream” and are primarily to customers that are located

throughout the United States with limited sales in Canada and certain countries in Asia.

Such customers include supermarkets, wholesalers,

and individually-owned and multi-unit retailers.

The Company’s unprocessed green coffee, which includes over 90 specialty coffee

offerings, is sold primarily to specialty gourmet roasters and to coffee shop operators in the United States with limited sales in Australia,

Company’s private label and branded coffee sales are primarily to customers that are located throughout the United States

with limited sales in Canada and certain countries in Asia.

Such customers include supermarkets, wholesalers, and individually-owned

and multi-unit retailers.

The Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is

sold primarily to specialty gourmet roasters and to coffee shop operators in the United States with limited sales in Australia,

Canada, England and China.

1 unchanged sentence

but incur selling, general and administrative expenses in the aggregate.

There are no individual product managers and discrete financial

information is not available for any of the product lines.

The Company’s product portfolio is used in one business and it operates

and competes in one business activity and economic environment.

In addition, the three product lines share customers, manufacturing resources,

sales channels, and marketing support.

Thus, the Company considers the three product lines to be one single reporting segment.

There are no individual product managers and discrete

financial information is not available for any of the product lines.

The Company’s product portfolio is used in one business

and it operates and competes in one business activity and economic environment.

In addition, the three product lines share customers,

manufacturing resources, sales channels, and marketing support.

Thus, the Company considers the three product lines to be one

single reporting segment.

global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S.

in March 2020 and has negatively affected the U.S.

and global economies, disrupted global supply chains, resulted in significant travel

and transport restrictions, mandated closures and stay-at-home orders, and created significant disruption of the financial markets.

continuing impact on the Company’s business, including the decrease in our sales, the length and impact of stay-at-home orders

and/or regional quarantines, labor shortages and employment trends, disruptions to supply chains, including its ability to obtain products

from global suppliers, higher operating costs, the form and impact of economic stimulus and general overall economic instability, has

contributed to and may continue to have a material adverse effect on the Company’s business, results of operations, financial condition

and cash flows.

and global economies, disrupted global supply chains, resulted in significant

travel and transport restrictions, mandated closures and stay-at-home orders, and created significant disruption of the financial

continuing impact on the Company’s business, including the decrease in our sales, the length and impact of stay-at-home

orders and/or regional quarantines, labor shortages and employment trends, disruptions to supply chains, including its ability

to obtain products from global suppliers, higher operating costs, the form and impact of economic stimulus and general overall

economic instability, has contributed to and may continue to have a material adverse effect on the Company’s business, results

of operations, financial condition and cash flows.

At this time the full impact could not be determined.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 - BASIS OF PRESENTATION, RESTATEMENT AND SIGNIFICANT ACCOUNTING POLICY:

following (a) condensed consolidated balance sheet as of April 30, 2021, which has been derived from audited financial statements, and

(b) the unaudited interim condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the

Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally included in financial

statements prepared in accordance with generally accepted accounting principles (“U.S.

GAAP”) have been condensed or omitted

pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information

not misleading.

It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial

statements and the notes thereto included in the Company’s latest shareholders’ annual report on Form 10-K filed with the

SEC on February 16, 2021 for the fiscal year ended October 31, 2020 (“Form 10-K”).

the opinion of management, all adjustments (which include normal and recurring nature adjustments) necessary to present a fair statement

of the Company’s financial position as of April 30, 2021 and 2020, and results of operations for the three and six months ended

April 30, 2021 and 2020 and the cash flows for the six months ended April 30, 2021 and 2020 as applicable, have been made.

results of operations for the three and six months ended April 30, 2021 and 2020 are not necessarily indicative of the operating results

for the full fiscal year or any future periods.

condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries, Organic Products Trading

Company, LLC (“OPTCO”), Sonofresco, LLC (“SONO”), Comfort Foods, Inc.

(“CFI”) and Generations Coffee

Company, LLC (“GCC”), the entity formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc.

The Company owns a 60 %

equity interest in GCC.

All inter-company transactions and balances have been eliminated in consolidation.

Company is restating its condensed consolidated statement of operations for the three and six months ended April 30, 2020 to correct

its accounting for certain intercompany transactions that should have been eliminated in consolidation.

The restatement is being made

in accordance with ASC 250, “Accounting Changes and Error Corrections.” The disclosure provision of ASC 250 requires a company

that corrects an error to disclose that its previously issued financial statements have been restated, a description of the nature of

the error, the effect of the correction on each financial statement line item and any per share amount affected for each prior period

presented, and the cumulative effect on retained earnings in the statement of financial position as of the beginning of each period presented.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 - BASIS OF PRESENTATION, RESTATEMENT AND SIGNIFICANT ACCOUNTING POLICY (cont’d):

effects of the adjustment on the Company’s previously issued April 30, 2020 condensed consolidated statement is summarized as follows:

Condensed Consolidated Statement of Operations for the three months ended April 30, 2020.

2 - BASIS OF PRESENTATION, RESTATEMENT AND SIGNIFICANT ACCOUNTING POLICIES :

following (a) condensed consolidated balance sheet as of January 31, 2021, which has been derived from audited financial statements,

and (b) the unaudited interim condensed financial statements have been prepared by the Company pursuant to the rules and regulations

of the Securities and Exchange Commission (the “SEC”).

Certain information and footnote disclosures normally included

in financial statements prepared in accordance with generally accepted accounting principles (“U.S.

GAAP”) have been

condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate

to make the information not misleading.

It is suggested that these condensed consolidated financial statements be read in conjunction

with the consolidated financial statements and the notes thereto included in the Company’s latest shareholders’ annual

report on Form 10-K filed with the SEC on February 16, 2021 for the fiscal year ended October 31, 2020 (“Form 10-K”).

the opinion of management, all adjustments (which include normal and recurring nature adjustments) necessary to present a fair

statement of the Company’s financial position as of January 31, 2021, and results of operations for the three ended January

31, 2021 and the cash flows for the three months ended January 31, 2021 as applicable, have been made.

results of operations for the three months ended January 31, 2021 are not necessarily indicative of the operating results for

the full fiscal year or any future periods.

condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries, Organic Products

Trading Company, LLC (“OPTCO”), Sonofresco, LLC (“SONO”), Comfort Foods, Inc.

Generations Coffee Company, LLC (“GCC”), the entity formed as a result of the Company’s joint venture with Caruso’s

The Company owns a 60 % equity interest in GCC.

All significant inter-company transactions and balances have been

eliminated in consolidation.

RESTATEMENT :

Company is restating its condensed consolidated statement of operations for the quarter ended January 31, 2020 to correct its accounting

for certain intercompany transactions that should have been eliminated in consolidation.

The restatement is being made in accordance

with ASC 250, “Accounting Changes and Error Corrections.” The disclosure provision of ASC 250 requires a company that corrects

an error to disclose that its previously issued financial statements have been restated, a description of the nature of the error, the

effect of the correction on each financial statement line item and any per share amount affected for each prior period presented, and

the cumulative effect on retained earnings in the statement of financial position as of the beginning of each period presented.

effects of the adjustment on the Company’s previously issued January 31, 2020 condensed consolidated statement is summarized as

Condensed Consolidated Statement of Operations for the quarter ended January 31, 2020

SCHEDULE OF ERROR CORRECTIONS AND PRIOR PERIOD ADJUSTMENTS

$ ( 2,158,458 )

Cost of Sales

$ ( 16,170,747 )

$ ( 14,012,289 )

Condensed Consolidated Statement of Operations for the six months ended April 30, 2020.

$ ( 4,908,483 )

Cost of Sales

Accounting Policies

Company recognizes revenue in accordance with the five-step model as prescribed by ASU 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

To determine revenue recognition for the arrangements that the Company determines are within the scope of ASU 606, 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.

See Note 9 for revenue disaggregated

by product line.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 - BASIS OF PRESENTATION, RESTATEMENT AND SIGNIFICANT ACCOUNTING POLICIES (cont’d):

Company accounts for share-based payments using the fair value method.

For employees and directors, the fair value of the award

is measured, as discussed below, on the grant date.

The Company has granted stock options at an exercise price equal to the closing

price of the Company’s common stock as reported by Nasdaq.

Upon exercise of an option, the Company issues new shares of

common stock out of its authorized shares.

fair value of options has been estimated on the grant date using the Black-Scholes pricing model.

The fair value

of each instrument is estimated on the grant date utilizing certain assumptions for a risk-free interest rate, volatility and

expected remaining lives of the awards.

The risk-free interest rate used is the United States Treasury rate for the day of the

grant having a term equal to the life of the equity instrument.

Beginning with the current year quarter, the fair value of stock-based

payment awards issued was estimated using a volatility derived from comparable companies share price.

The assumptions used in

calculating the fair value of share-based payment awards represents management’s best estimates, but these estimates involve

inherent uncertainties and the application of management judgement.

As a result, if factors change and the Company uses different

assumptions, the Company’s stock-based compensation expense could be materially different in the future.

Black Scholes assumptions are as follows:

OF BLACK SCHOLES ASSUMPTIONS

Expected Life

Risk free interest rate

2.42 % ˗ 2.57 %

Expected volatility

43.0 % ˗ 64.2 %

Accounting Policies

significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2020

10-K, and there have been no changes to the Company’s significant accounting policies during the three and six months ended April

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 five steps:

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.

following table presents revenues by stream for the six and three months ended April 30, 2021 and 2020.

Six Months Ended

April 30, 2021

Three Months Ended

April 30, 2021

previously reported) Six Months Ended

April 30, 2020

restated) Six Months Ended

April 30, 2020

previously reported) Three Months Ended

April 30, 2020

restated) Three Months

April 30, 2020

Expected dividend yield

Forfeiture rate

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 - ACCOUNTS RECEIVABLE :

accounts receivable are stated at the amount the Company expects to collect.

The Company maintains allowances for doubtful accounts

for estimated losses resulting from the inability of its customers to make required payments.

Management considers the following

factors when determining the collectability of specific customer accounts:

customer credit-worthiness, past transaction history

with the customer, current economic industry trends, and changes in customer payment terms.

Past due balances over 60 days and

other higher risk amounts are reviewed individually for collectability.

If the financial condition of the Company’s customers

were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required.

Based on management’s

assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation

Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a

charge to the valuation allowance and a credit to accounts receivable.

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 the Company from

its customers.

The allowances are summarized as follows:

OF ACCOUNTS RECEIVABLE

January 31, 2021

October 31, 2020

Allowance for doubtful accounts

Reserve for other allowances

Reserve for sales discounts

4 - INVENTORIES :

at April 30, 2021 and October 31, 2020 consisted of the following:

at January 31, 2021 and October 31, 2020 consisted of the following:

OF INVENTORIES

January 31, 2021

October 31, 2020

Packed coffee

4 unchanged sentences

5 - COMMODITIES HELD BY BROKER :

Company has used, and intends to continue to use in a limited capacity, short term coffee futures and options contracts primarily for

the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce our cost of sales.

The commodities

held at broker represent the market value of the Company’s trading account, which consists of options and future contracts for

coffee held with a brokerage firm.

The Company uses 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 condensed consolidated financial statements with current recognition of gains and losses on such positions.

Company’s accounting for options and futures contracts may increase earnings volatility in any particular period.

Company has used, and intends to continue to use in a limited capacity, short term coffee futures and options contracts primarily

for the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce our cost of sales.

The commodities held at broker represent the market value of the Company’s trading account, which consists of options and

future contracts for coffee held with a brokerage firm.

The Company uses 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.

and futures contracts are recognized at fair value in the condensed consolidated financial statements with current recognition

of gains and losses on such positions.

The Company’s accounting for options and futures contracts may increase earnings

volatility in any particular period.

Company has open position contracts held by the broker, which are summarized as follows:

OF CONTRACTS HELD BY BROKER

January 31, 2021

October 31, 2020

Option Contracts

3 unchanged sentences

$ ( 452,325 )

Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included

in the statement of operations as a component of cost of sales and not reflected as a net amount as a separate component of stockholders’

Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses

are included in earnings and not reflected as a net amount as a separate component of stockholders’ equity.

January 31, 2021, the Company held 16 futures contracts (generally with terms of three to four months) for the purchase of 600,000

pounds of green coffee at a weighted average price of $ 1.235 .

The fair market value of coffee applicable to such contracts was

$ 1.23 per pound at that date.

The Company also held 10 options covering an aggregate of 375,000 pounds of green coffee beans.

The fair market value of these options, which was obtained from observable market data of similar instruments was $ 16,650 .

October 31, 2020, the Company held 48 futures contracts (generally with terms of three to four months) for the purchase of 1,800,000

pounds of green coffee at a weighted average price of $ 1.158 per pound.

The fair market value of coffee applicable to such contracts

was $ 1.044 per pound at that date.

Company recorded realized and unrealized gains and losses respectively, on these contracts as follows:

SCHEDULE OF REALIZED

AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

Three Months Ended April 30,

Gross realized gains

Gross realized losses

Unrealized gain

Six Months Ended April 30,

OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

Three Months Ended January 31,

Gross realized gains

5 unchanged sentences

6 - LINE OF CREDIT :

April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as 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 Company, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”),

amongst other things.

April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as 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 Company, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the

“OPTCO Financing Agreement”), amongst other things.

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

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 %).

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

Loan Facility remain the same.

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 %).

All other terms of the A&R

Loan Agreement and A&R Loan Facility remain the same.

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.

The Company was in compliance with all covenants as of April 30,

2021 and October 31, 2020.

The outstanding balance on the Company’s lines of credit were $ 2,500 and $ 3,796,822 as of April 30,

2021 and October 31, 2020, respectively.

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.

The Company was in compliance with all covenants

as of January 31, 2021 and October 31, 2020.

HOLDING CO., INC.

2 unchanged sentences

Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities

to be 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 laws and rates applicable to the periods in which the differences are

expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected

to be realized.

The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in

deferred tax assets and liabilities.

of April 30, 2021 and October 31, 2020, the Company did no t have any unrecognized tax benefits or open tax positions.

to be 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 laws and rates applicable to the periods in which the differences

are expected to affect taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets to the

amount expected to be realized.

The income tax provision or benefit is the tax incurred for the period plus or minus the change

during the period in deferred tax assets and liabilities.

of January 31, 2021 and October 31, 2020, the Company did no t have any unrecognized tax benefits or open tax positions.

The Company’s

practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

As of April 30, 2021 and October

31, 2020, the Company had no accrued interest or penalties related to income taxes.

The Company currently has no federal or state tax

examinations in progress.

As of January 31, 2021

and October 31, 2020, the Company had no accrued interest or penalties related to income taxes.

The Company currently has no federal

or state tax examinations in progress.

Company files a U.S.

federal income tax return and California, Colorado, Connecticut, Idaho, Kansas, Louisiana, Montana, Massachusetts,

Michigan, New Jersey, New York, New York City, Oregon, Rhode Island, South Carolina, Tennessee, Virginia, and Texas state tax returns.

The Company’s federal income tax return is no longer subject to examination by the federal taxing authority for the years before

The Company’s California, Colorado and New Jersey income tax returns are no longer subject to examination by their

respective taxing authorities for the years before fiscal 2016.

The Company’s Oregon and New York income tax returns are no longer

subject to examination by their respective taxing authorities for the years before fiscal 2017.

Michigan, New Jersey, New York, New York City, Oregon, Rhode Island, South Carolina, Tennessee, Virginia, and Texas state tax

The Company’s federal income tax return is no longer subject to examination by the federal taxing authority for

the years before fiscal 2017.

The Company’s California, Colorado and New Jersey income tax returns are no longer subject

to examination by their respective taxing authorities for the years before fiscal 2016.

The Company’s Oregon and New York

income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2017.

8 - EARNINGS PER SHARE :

Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in the authoritative

guidance issued by FASB, “Earnings per Share,” and certain other financial accounting pronouncements.

Basic earnings per

common share were computed by dividing net income by the sum of the weighted-average number of common shares outstanding.

Diluted earnings

per common share is computed by dividing the net income by the weighted-average number of common shares outstanding plus the dilutive

effect of common shares issuable upon exercise of potential sources of dilution.

Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in

the authoritative guidance issued by FASB, “Earnings per Share,” and certain other financial accounting pronouncements.

Basic earnings per common share were computed by dividing net income by the sum of the weighted-average number of common shares

Diluted earnings per common share is computed by dividing the net income by the weighted-average number of common

shares outstanding plus the dilutive effect of common shares issuable upon exercise of potential sources of dilution.

weighted average common shares outstanding used in the computation of basic and diluted earnings per share were 5,708,599 and

for the three and six months ended April 30, 2021 and 2020, respectively.

The Company has granted 1,000,000 options which have not been

included in the calculation of diluted earnings per share due to their anti-dilutive nature.

5,569,349 for the three months ended January 31, 2021 and 2020, respectively.

The Company has granted 1,000,000 options which

have not been included in the calculation of diluted earnings per share due to their anti-dilutive nature.

HOLDING CO., INC.

1 unchanged sentence

9 – COMMITMENTS AND CONTINGENCIES :

ACTION COMPLAINTS

The Company was named as a defendant in

a putative class action lawsuit filed in the United States District Court for the Northern District of Illinois on or about December

The plaintiffs, Eileen Brodsky and Rhonda Diamond, purporting to represent a class of individuals who purchased coffee products

at Aldi, Inc.

(“Aldi”), a supermarket chain, generally allege that Aldi sold private label coffee products manufactured by

the Company and another coffee roasting company, which falsely described the number of cups of coffee that could be made from

the amount of product purchased.

Aldi and Pan American are also named as defendants in the action.

The complaint asserts a variety of

claims under New York and California consumer protection laws, and seeks unspecified monetary damages, including disgorgement and restitution,

as well as other forms of relief including class certification, declaratory and injunctive relief, attorneys’ fees, and interest.

The Company believes the allegations in the complaint are wholly without merit and that the claims asserted are legally deficient, and

the company intends to vigorously defend the action.

The Company has filed a motion to dismiss, and the plaintiff has sought leave

to file an amended complaint.

At this time, the Company is unable to predict the ultimate outcome of this lawsuit.

significant customer of the Company was named as a defendant in a putative class action lawsuit filed in the United States District Court

for the District of Massachusetts on or about February 2, 2021, concerning the labeling on private label coffee productions we sold to

the customer.

The plaintiff, David Cohen, purporting to represent a class of individuals who purchased coffee products from our customer,

generally allege that the customer sold private label coffee products manufactured by the Company which falsely described the number

of cups of coffee that could be made from the amount of product purchased.

The Company is not named as a defendant in the action, but

has agreed to indemnify the customer for the costs and expenses incurred in defending the lawsuit and for any liability the customer

may suffer as a result.

The complaint asserts a variety of claims under Massachusetts consumer protection laws, and seeks unspecified

monetary damages as well as other forms of relief including class certification, declaratory and injunctive relief, attorneys’

fees, and interest.

The Company believes the allegations in the complaint are wholly without merit and that the claims asserted are legally

deficient, and intends to vigorously support the customer in defending the action.

As of the filing of this Form 10-Q, the Company is

unable to predict the ultimate outcome of this lawsuit.

number of lawsuits similar to those above have been filed in recent years against coffee sellers in the industry in which the Company

Many of these lawsuits have yet to be finally adjudicated.

The Company believes the lawsuits filed against it are without merit.

ACTION COMPLAINT

Company was named as a defendant in a putative class action lawsuit filed in the United States District Court for the Northern

District of Illinois on or about December 21, 2020.

The plaintiffs, Eileen Brodsky and Rhonda Diamond, purporting to represent

a class of individuals who purchased coffee products at Aldi, Inc.

(“Aldi”), a supermarket chain, generally allege

that Aldi sold private label coffee products manufactured by us and by Pan American Coffee Co., LLC (“Pan American”),

which falsely described the number of cups of coffee that could be made from the amount of product purchased.

Aldi and Pan American

are also named as defendants in the action.

The complaint asserts a variety of claims under New York and California consumer protection

laws, and seeks unspecified monetary damages, including disgorgement and restitution, as well as other forms of relief including

class certification, declaratory and injunctive relief, attorneys’ fees, and interest.

The Company believes the allegations

in the complaint are wholly without merit and that the claims asserted are legally deficient, and the company intends to vigorously

defend the action.

As of the filing of this Form 10-Q, the Company has not been served with the complaint.

Therefore, the Company

is unable to predict the ultimate outcome of this lawsuit.

significant customer of the Company was named as a defendant in a putative class action lawsuit filed in the United States District

Court for the District of Massachusetts on or about February 2, 2021, concerning the labeling on private label coffee productions

we sold to the customer.

The plaintiff, David Cohen, purporting to represent a class of individuals who purchased coffee products

from our customer, generally allege that the customer sold private label coffee products manufactured by the Company which falsely

described the number of cups of coffee that could be made from the amount of product purchased.

The Company is not named as a

defendant in the action, but has agreed to indemnify the customer for the costs and expenses incurred in defending the lawsuit

and for any liability the customer may suffer as a result.

The complaint asserts a variety of claims under Massachusetts consumer

protection laws, and seeks unspecified monetary damages as well as other forms of relief including class certification, declaratory

and injunctive relief, attorneys’ fees, and interest.

The Company believes the allegations in the complaint are wholly without

merit and that the claims asserted are legally deficient, and intends to vigorously support the customer in defending the action.

As of the filing of this Form 10-Q, the Company is unable to predict the ultimate outcome of this lawsuit.

following summarizes the Company’s operating leases:

OF OPERATING LEASE

April 30, 2021

OF OPERATING LEASES

January 31, 2021

Right-of-use operating lease assets

1 unchanged sentence

Non-current lease liability

Total lease liability

amortization of the right-of-use asset for the six and three months ended April 30, 2021 was $ 226,155 and $ 112,587 , respectively.

April 30, 2021

January 31, 2021

Average remaining lease term

2 unchanged sentences

OF MINIMUM FUTURE LEASE PAYMENTS

2021 (remaining six months)

Total lease payments

1 unchanged sentence

Present value of operating lease liabilities

aggregate cash payments under these leasing agreements was $ 300,306 for the six months ended April 30, 2021.

aggregate cash payments under these leasing agreements was $ 150,153 for the three months ended January 31, 2021.

HOLDING CO., INC.

2 unchanged sentences

Approximately

23 % and 24 % of the Company’s sales were derived from six customers during the three and six months ended April 30, 2021, respectively.

These customers also accounted for approximately $ 2,094,000 of the Company’s accounts receivable balance at April 30, 2021.

Approximately

28 % of the Company’s sales were derived from six customers during the three and six months ended April 30, 2020.

26 % of the Company’s sales were derived from six customers during the three months ended January 31, 2021.

These customers

also accounted for approximately $ 3,557,000 of the Company’s accounts receivable balance at April 30, 2020.

Concentration of credit

risk with respect to other trade receivables is limited due to the short payment terms generally extended by the Company, by ongoing

credit evaluations of customers, and by maintaining an allowance for doubtful accounts that management believes will adequately provide

for credit losses.

also accounted for approximately $ 2,404,000 of the Company’s accounts receivable balance at January 31, 2021.

Approximately

27 % and 28 % of the Company’s purchases were from six vendors for the three and six months ended April 30, 2021, respectively.

vendors accounted for approximately $ 386,000 of the Company’s accounts payable at April 30, 2021.

Approximately 30 % of the

Company’s purchases were from six vendors for the three and six months ended April 30, 2020, respectively.

These vendors accounted

for approximately $ 971,000 of the Company’s accounts payable at April 30, 2020.

Management does not believe the loss of any one

vendor would have a material adverse effect of the Company’s operations due to the availability of many alternate suppliers.

27 % of the Company’s sales were derived from six customers during the three months ended January 31, 2020.

These customers

also accounted for approximately $ 2,651,000 of the Company’s accounts receivable balance at January 31, 2020.

Concentration

of credit risk with respect to other trade receivables is limited due to the short payment terms generally extended by the Company,

by ongoing credit evaluations of customers, and by maintaining an allowance for doubtful accounts that management believes will

adequately provide for credit losses.

the three months ended January 31, 2021, approximately 29 % of the Company’s purchases were from five vendors (of which

one vendor was at 10 %).

These vendors accounted for approximately $ 748,000 of the Company’s accounts payable at January

For the three months ended January 31, 2020, approximately 29 % of the Company’s purchases were from six vendors.

These vendors accounted for approximately $ 633,000 of the Company’s accounts payable at January 31, 2020.

Management does

not believe the loss of any one vendor would have a material adverse effect of the Company’s operations due to the availability

of many alternate suppliers.

following table presents revenues by product line in the three months ended January 31, 2021 and 2020

OF REVENUES BY PRODUCT LINE

previously reported) January 31, 2020

restated) January 31, 2020

11 - RELATED PARTY TRANSACTIONS :

Company has engaged its 40 % partner in GCC as an outside contractor (the “Partner”).

Included in contract labor expense are

expenses incurred from the Partner during the three and six months ended April 30, 2021 of $ 88,032 and $ 162,725 , respectively and $ 94,429

and $ 197,200 , respectively for the three and six months ended April 30, 2020, for the processing of finished goods.

These amounts are

reflected in cost of sales in the statement of operations.

Included in contract labor expense

are expenses incurred from the Partner during the three months ended January 31, 2021 and 2020 of $ 74,693 and $ 102,771 , respectively,

for the processing of finished goods.

employee of one of the top five vendors is a director of the Company.

Purchases from that vendor totaled approximately $ 734,000

and $ 734,000

for the three and six months ended April 30,

2021 and 2020, respectively and $ 1,672,000

and $ 3,005,000

for the three and six months ended April 30,

2020, respectively.

These amounts are reflected in cost of sales in the statement of operations.

The corresponding accounts payable balance

to this vendor was $ 0 at April 30, 2021 and October 31, 2020.

and $ 1,333,000 for the three months ended January 31, 2021 and 2020 respectively.

The corresponding accounts payable balance to

this vendor was approximately $ 199,000 and $ 285,000 at January 31, 2021 and 2020, respectively.

January 2005, the Company established the “Coffee Holding Co., Inc.

2 unchanged sentences

the Company’s Chief Executive Officer.

Within the plan guidelines, this employee is

deferring a portion of his current salary and bonus.

Within the plan guidelines, this employee

is deferring a portion of his current salary and bonus.

The assets are held in a separate trust.

The deferred compensation payable represents

the liability due to an officer of the Company.

The assets are included in the Deposits and other assets in the accompanying balance

The deferred compensation asset and liability at April 30, 2021 and October 31, 2020 were $ 307,476 and $ 276,548 , respectively.

The deferred compensation payable

represents the liability due to an officer of the Company.

The assets are included in the Deposits and other assets in the accompanying

balance sheets.

The deferred compensation asset and liability at January 31, 2021 and October 31, 2020 were $ 266,097 and $ 276,548 ,

respectively.

HOLDING CO., INC.

2 unchanged sentences

The Company utilizes the cost method of accounting for treasury stock.

The cost of reissued shares is determined under

the last-in, first-out method.

The Company did not purchase any shares during the three and six months ended April 30, 2021 and the

year ended October 31, 2020.

The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on April 19,

2019, has granted stock options to employees, officers and non-employee directors from the 2013 Plan.

Options granted under the 2013

Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Administrator at the time of grant.

January 31, 2021, the Board of Directors approved 1,000,000 options.

Company recorded $ 189,769 and $ 379,537 of stock-based compensation for the three and six months ended April 30, 2021 and $ 240,909

and $ 488,940 for the three and six months ended April 30, 2020, respectively.

remaining unamortized stock compensation expense as of April 30, 2021 was approximately $ 785,357 , which will be expensed over a weighted

average period of one year.

The cost of reissued shares is determined

under the last-in, first-out method.

The Company did no t purchase any shares during the three months ended January 31, 2021

and the year ended October 31, 2020.

The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on

April 19, 2019, has granted stock options to employees, officers and non-employee directors from the 2013 Plan.

Options granted

under the 2013 Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the Administrator at the

time of grant.

As of January 31, 2021, the Board of Directors approved 1,000,000 options.

the year ended October 31, 2019, the Company granted stock option awards to five board members to purchase an aggregate 59,000

shares of the Company’s common stock at $ 5.43 per share.

stock options have an expected term of six years and will vest over a twelve month service period.

stock options have an aggregate grant date fair value of approximately $ 233,050 .

The Company also granted stock option awards

to certain officers and employees to purchase an aggregate of 941,000 shares of the Company’s common stock at an exercise

price of $ 5.43 per share.

The stock options have an expected term of six years and will vest over a three year service period.

These stock options have an aggregate grant date fair value of approximately $ 2,277,220 .

following table represents stock option activity for the three months ended January 31, 2021:

OF STOCK OPTION ACTIVITY

Balance October 31, 2020

Balance January 31, 2021

Company recorded $ 189,768 and $ 868,477 of stock-based compensation in the three months ended January 31, 2021 and the year ended

October 31, 2020, respectively.

outstanding stock compensation expense as of January 31, 2021 was approximately $ 975,126 .

13 - SUBSEQUENT EVENTS :

Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Based upon the

evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment

or disclosure in the condensed consolidated financial statements.

upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required

further adjustment or disclosure in the condensed consolidated financial statements.

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-Q/A

Item 1. Financial Statements