What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-09 compared with 2023-03-29 · 381 added, 346 removed, 1261 unchanged (37% of the section changed)

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Management, which includes our President, Chief Executive Officer and Chief Financial

Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this

Based upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that the disclosure

controls and procedures were not effective.

We believe the financial information presented herein is materially correct and fairly

presents the financial position and operating results of the fiscal year ended October 31, 2022 in accordance with U.S.

Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures

were not effective.

We believe the financial information presented herein is materially correct and fairly presents the financial position

and operating results of the fiscal year ended October 31, 2023 in accordance with U.S.

Report on Internal Control Over Financial Reporting .

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were not designed to prevent or detect unauthorized changes to source information, or implement an appropriate level of segregation of

Accordingly, management has determined that this control deficiency constituted

a material weakness.

Accordingly, management has determined that this control deficiency constituted a material weakness.

during the year ended October 31, 2021, we determined that we lacked adequate controls with respect to identifying and accounting for

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Accordingly, management has determined that this control deficiency constituted a material weakness.

Further, during the year ended October 31, 2022, we concluded that we lacked

adequate controls with respect to the preparation and review of journal entries and account reconciliations during the

year-end financial statement closing process.

Accordingly, management has determined that this control deficiency constituted a material

during the year ended October 31, 2022, we concluded that we lacked adequate controls with respect to the preparation and review of journal

entries and account reconciliations during the year-end financial statement closing process.

Accordingly, management has determined that

this control deficiency constituted a material weakness.

during the year ended October 31, 2023, we concluded that we lacked adequate controls with respect to recording year end accruals for

vendor liabilities and properly calculating required loan covenants.

Accordingly, management has determined that this control deficiency

constituted a material weakness.

Notwithstanding

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in Control Over Financial Reporting.

Based on the evaluation of our management we believe that there were no changes in our internal

control over financial reporting that occurred during the quarter ended October 31, 2022 that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Based on the evaluation of our management and except as described above, we believe that

there were no changes in our internal control over financial reporting that occurred during the quarter ended October 31, 2023 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of the Registered Public Accounting Firm .

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About our Board of Directors and Management

Held With Coffee Holding

Chief Executive Officer, Chief Financial Officer, Treasurer and Director

Vice President — Operations, Secretary and Director

As of March 23, 2023

Position(s) Held With Coffee Holding

Andrew Gordon

President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

Barry Knepper

Gerard DeCapua

Executive Vice President — Operations, Secretary and Director

As of September 20, 2023

principal occupation and business experience of each director are set forth below.

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Dwyer was the Chief Executive Officer at Rothfos Corporation,

until 2022, a green coffee bean supplier, and prior to that, had been a senior coffee trader at Rothfos, since 1995.

Dwyer was responsible

for our account with Rothfos.

We paid Rothfos approximately $3.5 million for green coffee purchases in fiscal 2021.

All purchases were

made on arms’ length terms.

a green coffee bean supplier, and prior to that, had been a senior coffee trader at Rothfos, since 1995.

Dwyer was responsible for

our account with Rothfos.

We believe that Mr.

Dwyer’s experience with the coffee industry will enable him to provide the

Board with beneficial insight for Coffee Holding’s business development and strategy.

Dwyer serves on the board of directors

of the National Coffee Association.

Dwyer’s experience with the coffee industry will enable him to provide the Board

with beneficial insight for Coffee Holding’s business development and strategy.

Knepper has served as a director of Coffee Holding since 2005.

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auditors, financial advisors and other consultants).

Board held six meeting during the fiscal year ended October 31, 2022 and acted by written consent on one occasion.

Each director serving

during the fiscal year ended October 31, 2022 attended at least 75 percent of the meetings of the Board, plus meetings of committees

Board held one meeting during the fiscal year ended October 31, 2023.

Each director

serving during the fiscal year ended October 31, 2023 attended at least 75 percent of the meetings of the Board, plus meetings of committees

on which that particular director served during the fiscal year ended October 31, 2023.

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Board of Coffee Holding has established the following committees:

The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and

evaluates the audit performed by our registered independent public accountants and reports to the Board any substantive issues found

during the audit.

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered

independent public accountants.

The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews

and evaluates the audit performed by our registered independent public accountants and reports to the Board any substantive issues

found during the audit.

The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of

our registered independent public accountants.

The Audit Committee reviews and approves all transactions with affiliated parties.

The Board has adopted

a written charter for the Audit Committee, which is available on our website at www.coffeeholding.com under “Investor Relations

- Corporate Governance.” All members of the Audit Committee are independent directors as defined under Nasdaq’s listing standards.

The Board has adopted a written charter for the Audit Committee, which is available on our website at www.coffeeholding.com under

“Investor Relations - Corporate Governance.” All members of the Audit Committee are independent directors as defined

under Nasdaq’s listing standards.

Gerard DeCapua, Barry Knepper and George F.

Thomas serve as members of the Audit Committee with Barry Knepper serving as its chairman.

The Board has determined that Barry Knepper qualifies as an audit committee financial expert as that term is defined by SEC regulations.

The Audit Committee held six meetings during the fiscal year ended October 31, 2022, and acted by written consent on two occasions.

Thomas serve as members of the Audit Committee

with Barry Knepper serving as its chairman.

The Board has determined that Barry Knepper qualifies as an audit committee financial

expert as that term is defined by SEC regulations.

The Audit Committee held five meetings during the fiscal year ended October 31,

2023, and acted by written consent on two occasions.

The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries,

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and Corporate Governance Committee, which is available on our website at www.coffeeholding.com under “Investor Relations

- Corporate Governance.” The Nominating and Corporate Governance Committee acted by written consent once during the fiscal year

ended October 31, 2022.

– Corporate Governance.” The Nominating and Corporate Governance Committee acted by written consent once during the fiscal

year ended October 31, 2023.

are no minimum qualifications that must be met by a Nominating and Corporate Governance Committee-recommended nominee.

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and 2022, respectively;

life insurance premiums of $0 and $816 for 2022 and 2021, respectively, business car expenses of $24,460

and $9,126 for 2022 and 2021, respectively, and health insurance premiums of $24,270 and $21,885 for 2022 and 2021, respectively.

The figures shown for David Gordon include $12,655 and $7,368 for a business car expenses in 2022 and 2021, respectively;

and $7,676 in employer contributions to the 401(k) plan for 2022 and 2021, respectively, life insurance premiums of $3,000 and $3,000

life insurance premiums of $0 and $0 for 2023 and 2022, respectively, business car expenses of $22,227 and

$24,460 for 2023 and 2022, respectively, and health insurance premiums of $22,605 and $24,270 for 2023 and 2022, respectively.

figures shown for David Gordon include $14,256 and $12,655 for a business car expenses in 2023 and 2022, respectively;

$7,760 in employer contributions to the 401(k) plan for 2023 and 2022, respectively, life insurance premiums of $3,000 and $3,000

for 2023 and 2022, respectively, and health insurance premiums of $47,202 and $60,803 for 2023 and 2022, respectively.

to Summary Compensation Table

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for Fiscal Year 2023

the 2022 fiscal year, Andrew Gordon received a base salary of $323,863 and did not receive an annual bonus.

David Gordon received a base

salary of $270,400 and did not receive an annual bonus.

the 2023 fiscal year, Andrew Gordon received a base salary of $304,535 and an annual bonus of $20,000.

David Gordon received a base salary

of $270,400 and an annual bonus of $15,000.

stated above, on April 18, 2019, Andrew Gordon was granted a stock option to purchase 349,000 shares of common stock, and David Gordon

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of Coffee Holding’s common stock outstanding as of January 27, 2023.

Except as otherwise indicated, each person shown in the table

has sole voting and investment power with respect to the shares of common stock listed next to his or her name.

The address for each

person shown in the table is c/o Coffee Holding Co., Inc., 3475 Victory Boulevard, Staten Island, New York 10314, unless otherwise indicated.

Except as otherwise indicated, each person shown in the

table has sole voting and investment power with respect to the shares of common stock listed next to his or her name.

The address for

each person shown in the table is c/o Coffee Holding Co., Inc., 3475 Victory Boulevard, Staten Island, New York 10314, unless otherwise

Outstanding (%) (1)

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of the foregoing persons, had or will have a direct or indirect material interest.

Dwyer, a member of our Board of Directors, was a senior coffee trader for Rothfos Corporation, a coffee trading company (“Rothfos”),

during the year ended October 31, 2021.

While employed at Rothfos, Mr.

Dwyer was responsible for the JVA account.

Dwyer retired from

Rothfos on January 1, 2022.

JVA paid Rothfos approximately $3.5 million for green coffee purchases in fiscal 2021.

has engaged its 40% partner in Generations Coffee Company, LLC (“GCC”), with which JVA has a joint venture, as an outside

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following table summarizes the fees for professional services rendered by Marcum, our independent registered public accounting firm,

for the fiscal year ended October 31, 2022 and fees for professional services rendered by Eisner, our independent registered public accounting

firm, for the fiscal year ended October 31, 2021 (the only fiscal year Eisner served as our independent registered public accounting

2022 (Marcum)

2021 (Eisner)

for the fiscal years ended October 31, 2023 and 2022:

Audit Fees (1)

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All Other Fees

Audit fees consisted of work performed in connection with the audit of the consolidated financial statements as well as work

generally only the independent auditors can reasonably be expected to provide, such as quarterly reviews and review of our Annual

Reports on Form 10-K for fiscal years ended October 31, 2021 and 2022.

Audit-Related fees consisted of fees paid to Marcum in connection with Marcum’s review of the Registration Statement on Form F-4 in connection

with the Merger.

Audit fees consisted of work performed in connection with the audit of the consolidated financial statements as well as work generally

only the independent auditors can reasonably be expected to provide, such as quarterly reviews and review of our Annual Reports on Form

Audit related fees consisted of fees paid to Marcum in connection with (i) the re-audit of the Company’s financial statements for

the fiscal year ended October 31, 2021, and (iii) the filing of restated quarterly reports for the fiscal periods ended January 31, 2021,

April 30, 2021 and July 31, 2021.

Committee Pre-Approval Policy

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Merger and Share Exchange Agreement, dated September 9, 2022 by and among Coffee Holding Company, Inc., Delta Corp Holdings Limited, Delta Corp Cayman Limited and each of the selling stockholders named therein (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 30, 2022).

Amendment No.

1, dated June 29, 2023, to the Merger and Share Exchange Agreement, dated September 29, 2022 by and among Coffee Holding Company, Inc, Delta Corp Holdings Limited, Delta Corp Holdings Limited, CHC Merger Sub Inc., and each of the shareholders named therein.(incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 3, 2023)

Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A the “2005 Registration Statement” filed on May 2, 2005 (File No.

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 25, 2019).

Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 20, 2023)

Form of Stock Certificate of the Company (incorporated herein by reference to the Company’s Registration Statement on Form SB-2 filed on June 24, 2004 (Registration No.

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Form of Voting and Support Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 30, 2022).

Amendment No.

2, dated January 4, 2024, to the Merger and Share Exchange Agreement, dated September 29, 2022, as amended, by and among Coffee Holding Company, Inc., Delta Corp Holdings Limited, Delta Corp Holdings Limited, CHC Merger Sub Inc., and each of the shareholders named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2024)

List of Significant Subsidiaries.*

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Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Instance Document.

Taxonomy Extension Schema Document.

Taxonomy Extension Calculation Linkbase Document.

Taxonomy Extension Label Linkbase Document.

Taxonomy Extension Presentation Linkbase Document.

Taxonomy Extension Definition Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Coffee Holding Co., Inc.

Compensation Recovery Plan

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

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accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized on March 29, 2023.

by the undersigned, thereunto duly authorized on February 9, 2024.

HOLDING CO., INC.

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Chief Executive Officer, Chief Financial Officer, Treasurer and Director

February 9, 2024

executive officer and principal financial and accounting officer)

Vice President – Operations, Secretary and Director

February 9, 2024

Gerard DeCapua

February 9, 2024

Barry Knepper

February 9, 2024

George Thomas

February 9, 2024

HOLDING CO., INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

FINANCIAL STATEMENTS:

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No.

CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2023 AND 2022

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(the “Company”) as of October 31,

and 2021, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of the two

years in the period ended October 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October

31, 2022 and 2021, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2022,

in conformity with accounting principles generally accepted in the United States of America.

2023 and 2022, the related consolidated statements of operations, changes in stockholders’ equity and cash flows for each of

the two years in the period ended October 31, 2023, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of October 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in

the period ended October 31, 2023, in conformity with accounting principles generally accepted in the United States of

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming

that the Company will continue as a going concern.

As more fully described in Note 1, the Company’s line of credit is maturing on

June 30, 2024 and additionally there are certain financial covenants that the Company are in violation with the lender.

The Company has

not received a waiver from the lender.

The lender has reserved its right to exercise its rights and remedies at any time in its sole discretion.

The uncertainties surrounding the ability to receive a waiver and extending its line of credit when it becomes due raise substantial doubt

as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they become due within twelve months from

the date the consolidated financial statements were issued.

Management’s plans in regard to these matters are also described in

The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

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securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit [s] to

obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

part of our audit [s] we are required to obtain an understanding of internal control over financial reporting but not for the purpose

of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we

express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

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the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

We believe that our audit provide s a reasonable basis for our opinion.

Audit Matters

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York, New York

February 9, 2024

HOLDING CO., INC.

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Accounts receivable, net of allowances of $ 144,000 for 2023 and 2022

Receivable from sale of investment

Due from broker

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Trademarks and tradenames

Non-compete, net of accumulated amortization of $ 99,000 and $ 69,300 for 2022 and 2021, respectively

Equity method investments

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Accounts payable and accrued expenses

Line of credit

Cash overdrafts

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Lease liability – current portion

Income taxes payable

TOTAL CURRENT LIABILITIES

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Officers’ salaries

(LOSS) INCOME FROM OPERATIONS

(LOSS) FROM OPERATIONS

( 1,331,695 )

( 5,338,900 )

OTHER INCOME (EXPENSE):

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Loss from equity method investment

Gain on sale of investment

Interest expense

(LOSS) INCOME BEFORE INCOME TAX (BENEFIT) PROVISION

(LOSS) BEFORE INCOME TAX (BENEFIT)

( 1,103,796 )

Income Tax (benefit) provision

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

( 5,597,650 )

Income Tax (benefit)

NET (LOSS) BEFORE ADJUSTMENT FOR NON-CONTROLLING INTEREST IN SUBSIDIARY

( 4,601,857 )

Net loss attributable to the non-controlling interest in subsidiary

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

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

$ ( 835,576 )

Basic and diluted (loss) earnings per share

$ ( 3,744,785 )

Basic and diluted (loss) per share

Weighted average common shares outstanding:

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Stock Compensation

Non-Controlling interest

Balance, October 31, 2021

$ ( 4,633,560 )

Stock Compensation

Distributions to non-controlling interest

Inflow from non-controlling interest

Non-Controlling Interest

Dividend to common shareholders

Non-Controlling interest

( 3,744,785 )

Net income (loss)

Balance, October 31, 2022

$ ( 4,633,560 )

$ ( 244,462 )

$ ( 4,633,560 )

$ ( 244,462 )

Balance, October 31, 2023

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OPERATING ACTIVITIES:

Net (loss) income

$ ( 835,576 )

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

$ ( 4,601,857 )

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

Depreciation and amortization

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Stock-based compensation

Unrealized loss (gain) on commodities - net

Unrealized (gain) loss on commodities - net

Loss on equity method investments

Gain on sale of investment

Impairment of customer list and non-compete agreement

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( 4,563,317 )

Prepaid expenses and other current assets

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Income taxes payable

Net cash (used in) provided by operating activities

Net cash provided by (used in) operating activities

( 5,437,508 )

INVESTING ACTIVITIES:

Purchases of other investment

( 2,500,000 )

Proceeds from sale of machinery and equipment

Purchases of building, machinery and equipment

( 1,059,205 )

( 1,500,483 )

Net cash used in investing activities

( 1,059,205 )

( 3,887,317 )

FINANCING ACTIVITIES:

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( 1,914,504 )

Net cash provided by (used in) financing activities

NET (DECREASE) INCREASE IN CASH

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

( 1,180,402 )

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Initial recognition of operating lease liabilities

Termination of operating lease right of use asset

Termination of operating lease liability

Sale of investment

Distribution of inventory by non-controlling interest

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approximately $ 550,000 of its inventory was distributed to the non-controlling interest partner for $ 330,000 in cash.

As part of the restructuring process, the Company recorded a write-down of obsolete inventory of $ 718,353

and a write-off of accounts receivable of $ 415,096 .

As part of the

restructuring process, the Company recorded a write-down of obsolete inventory of $ 718,353 and a write-off of accounts receivable of

September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (the “Company”), entered into a Merger and Share Exchange

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Due to Geopolitical Events

Due to Russia’s invasion of Ukraine,

which began in February 2022, and the resulting sanctions and other actions against Russia and Belarus, there has been uncertainty and

disruption in the global economy.

Although Russia’s invasion of Ukraine did not have a material adverse impact on the Company’s

revenue or other financial results for the year ended October 31, 2022, at this time the Company is unable to fully assess the aggregate

impact will have on its business due to various uncertainties, which include, but are not limited to, the duration of the war, the war’s

effect on the economy, its impact to the businesses of the Company’s customers, and actions that may be taken by governmental authorities

related to the war.

to Russia’s invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and

Belarus, there has been uncertainty and disruption in the global economy.

Although Russia’s invasion of Ukraine did not have a

material adverse impact on the Company’s revenue or other financial results for the year ended October 31, 2022, at this time the

Company is unable to fully assess the aggregate impact will have on its business due to various uncertainties, which include, but are

not limited to, the duration of the war, the war’s effect on the economy, its impact to the businesses of the Company’s customers,

and actions that may be taken by governmental authorities related to the war.

HOLDING CO., INC.

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At this time the full impact could not be fully determined.

Going Concern

the year ended October 31, 2023, the Company incurred a net loss of $ 835,576

generated cashflows from operations of $ 652,083 ,

had net working capital of $ 18.6 million

and equity of $ 23.7

The Company’s line of credit of

million, becomes due in June 2024, for which

the Company will seek to obtain a renewal of the financing arrangement.

There are certain financial covenants that the Company is in

The Company has not received a waiver from the lender.

The lender has reserved its right to exercise its rights and remedies

at any time in its sole discretion.

The uncertainties surrounding the ability to receive a waiver and extending its line of credit when

it becomes due raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as

they become due within twelve months from the date the consolidated financial statements were issued.

The current balance outstanding

as of February 8, 2024 is approximately $ 4.7

The Company continues to expand its

customer base, which is expected to increase margins and profitability in future periods.

However, there can be no assurance of

such continued success.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :

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( 1,603,746 )

Unrealized (losses) gains

( 1,683,401 )

Unrealized gains (losses)

LIST AND RELATIONSHIPS :

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Comfort Foods and Sonofresco which are being amortized on the straight-line method over their estimated useful life of twenty years.

Amortization expense for the years ended October 31, 2022 and 2021 was $ 62,552 , respectively.

AND TRADEMARKS :

The Company has determined that its goodwill

and trademarks, which consist of product lines, trade names and packaging designs have indefinite useful lives.

Goodwill and trademarks

are tested for impairment at least annually or when circumstances indicate that the carrying amount of goodwill or trademarks exceed fair

For purposes of evaluating goodwill for impairment, the Company has determined it operates a single reporting unit.

performs its annual impairment test on October 31 of each year by first performing a qualitative assessment to determine if it is more

likely than not that the carrying amounts exceed the fair values.

Depending on the outcome of our qualitative assessment, we may perform

a quantitative assessment to determine if the carrying amounts exceed the fair values on the

Amortization expense for the years ended October 31, 2023 and 2022 was $ 30,500 and $ 62,552 , respectively.

Company has determined that its trademarks, which consist of product lines, trade names and packaging designs have indefinite useful

Trademarks are tested for impairment at least annually or when circumstances indicate that the carrying amount of the trademarks

exceed fair value..

The Company performs its annual impairment test on October 31 of each year by first performing a qualitative assessment

to determine if it is more likely than not that the carrying amounts exceed the fair values.

Depending on the outcome of our qualitative

assessment, we may perform a quantitative assessment to determine if the carrying amounts exceed the fair values on the

HOLDING CO., INC.

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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):

The Company quantitatively assessed the carrying amount of its goodwill in 2021 and 2022 due to its declining stock price.

most significant assumptions used in these impairment tests include the royalty rates using the relief from royalty method of

testing trademarks, forecasted revenues and expenses, income tax rates and discounts and premiums built into our weighted average

cost of capital to estimate future cash flows using an income approach.

Due to the sustained decline in the price of the Company

stock through the fourth quarter of 2022 and after the proposed Delta merger announcement, the Company determined that an impairment

charge was necessary and recorded an impairment charge of $ 2,569,785 ,

which consisted of $ 2,488,785

of goodwill and $ 81,000

of trademarks and tradenames.

No impairment charge was recorded to the carrying amount of

goodwill as the reporting unit had a fair value in excess of its carrying amount of approximately 4 %

as of October 31, 2021.

For the year ended October 31, 2021, we recorded impairment charges on two of our trademarks as the carrying

amount of these trademarks exceeded the respective fair values on the test date which were determined using the relief from royalty

These impairments were due to a change in the estimated future revenues relating to these trademarks.

The impairment charge amounted to

$ 1,080,000 for

the year ended October 31, 2021.

The Company quantitatively assessed the carrying amount of its goodwill in 2022 due to its declining stock price.

The most significant

assumptions used in these impairment tests include the royalty rates using the relief from royalty method of testing trademarks, forecasted

revenues and expenses , income tax rates and discounts and premiums built into our weighted average cost of capital to estimate future

cash flows using an income approach.

Due to the sustained decline in the price of the Company stock through the fourth quarter of 2022

and after the proposed Delta merger announcement, the Company determined that an impairment charge was necessary and recorded an impairment

charge of $ 2,569,785 , which consisted of $ 2,488,785 of goodwill and $ 81,000 of trademarks and tradenames and for the year ended October

SCHEDULE OF CONSOLIDATED STATEMENT OF INCOME

Trademarks and tradenames

Balance at November 1, 2020

( 1,080,000 )

$ ( 1,080,000 )

Balance at October 31, 2021

Impairment charge

Balance at October 31, 2022

Impairment charge

at October 31, 2023

OF LONG-LIVED ASSETS :

Company assesses the impairment of long-lived assets used in operations, primarily buildings, machinery and equipment as well as

intangible assets subject to amortization, when events and circumstances indicate that the carrying value amounts of these assets

might not be recoverable.

For purposes of evaluating the recoverability of buildings, machinery and equipment and amortizable

intangible assets, the undiscounted cash flows estimated to be generated by those assets are compared to the carrying amounts of

those assets.

If and when the carrying amounts of the assets exceed the undiscounted cashflows, then the related assets will be

written down to fair value, if less.

During the year ended October 31, 2022 and 2021, the Company recorded $ 199,767

respectively of impairment charges of its amortizable intangible assets.

impairment charges were recorded against buildings, machinery and equipment.

Company assesses the impairment of long-lived assets used in operations, primarily buildings, machinery and equipment as well as intangible

assets subject to amortization, when events and circumstances indicate that the carrying value amounts of these assets might not be recoverable.

For purposes of evaluating the recoverability of buildings, machinery and equipment and amortizable intangible assets, the undiscounted

cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets.

If and when the carrying amounts

of the assets exceed the undiscounted cashflows, then the related assets will be written down to fair value, if less.

During the years

ended October 31, 2023 and 2022, the Company recorded $ 0 and $ 199,767 , respectively of impairment charges of its amortizable intangible

No impairment charges were recorded against buildings, machinery and equipment.

ADVERTISING :

2 unchanged sentences

for the years ended October 31, 2023 and 2022, respectively.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2022 AND 2021

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):

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

6 unchanged sentences

deferred tax assets and liabilities.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2023 AND 2022

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d):

EARNINGS PER SHARE :

4 unchanged sentences

because they are anti-dilutive.

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

and 5,575,453 for the years ended October 31, 2022 and 2021, respectively.

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

the years ended October 31, 2023 and 2022, respectively.

VALUE OF FINANCIAL INSTRUMENTS :

carrying amounts of cash, accounts receivable, notes due to/(from) broker and accounts payable approximate fair value

because of the short-term nature of these instruments.

The carrying amount of the bank line of credit approximates fair value because

the debt is based on current rates at which the Company could borrow funds with similar remaining maturities.

Fair value estimates are

made at a specific point in time, based on relevant market information about the financial instruments when available.

These estimates

are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision.

Changes in assumptions could significantly affect the estimates.

carrying amounts of cash, accounts receivable, notes due to/(from) broker and accounts payable approximate fair value because of the

short-term nature of these instruments.

The carrying amount of the bank line of credit approximates fair value because the debt is based

on current rates at which the Company could borrow funds with similar remaining maturities.

Fair value estimates are made at a specific

point in time, based on relevant market information about the financial instruments when available.

These estimates are subjective in

nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision.

Changes in assumptions

could significantly affect the estimates.

Company measures fair value as required by Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements

9 unchanged sentences

value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 – unadjusted quoted prices in active

markets for identical assets or liabilities that the Company has the ability to access as of the measurement date.

Level 2 – inputs other than quoted prices included

within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable

Level 3 – unobservable inputs for the asset or

liability only used when there is little, if any, market activity for the asset or liability at the measurement date.

1 – unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access

as of the measurement date.

2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly

observable through corroboration with observable market data.

3 – unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or

liability at the measurement date.

hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining

42 unchanged sentences

METHOD OF ACCOUNTING :

companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity

method of accounting.

Whether or not the Company exercises significant influence with respect to an Investee depends on an

evaluation of several factors including, among others, representation on the Investee company’s board of directors and

ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company .

Under the equity method

of accounting, an Investee company’s accounts are not reflected within the Company’s consolidated Balance Sheets and

consolidated Statements of Operations;

however, the Company’s share of the earnings or losses of the Investee company is

reflected in the caption “Loss from equity method investments” in the consolidated Statements of Operations.

Company’s carrying value in an equity method Investee company is reflected in the caption “Equity method

investments” in the Company’s consolidated Balance Sheets.

companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method

of accounting.

Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several

factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally

a 20% to 50% interest in the voting securities of the Investee company .

Under the equity method of accounting, an Investee company’s

accounts are not reflected within the Company’s consolidated Balance Sheets and consolidated Statements of Operations;

the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Loss from equity method

investments” in the consolidated Statements of Operations.

The Company’s carrying value in an equity method Investee company

is reflected in the caption “Equity method investments” in the Company’s consolidated Balance Sheets.

Company’s equity method investments consist of the following:

interest in Healthwise Gourmet Coffees, LLC, a distributor of low acidity coffees.

The initial investment in this company amounted

to $ 100,000 .

The loss recognized amounted to $ 15,178 and $ 9,213 for the years ended October 31, 2022 and 2021, respectively.

amount of this investment as presented on the consolidated balance sheet at October 31, 2022 and 2021 was $ 56,601 and $ 71,779 , respectively.

The initial investment in this company amounted to

The loss recognized amounted to $ 16,925

for the years ended October 31, 2023 and 2022,

respectively.

The carrying amount of this investment as presented on the consolidated balance sheet at October 31, 2023 and 2022 was

and $ 56,601 ,

respectively.

On October 15, 2020 the Company acquired a 49 % interest in Jordre Well LLC, a company that will produce CBD infused products.

The investment

was made in 139,250 shares of the Company’s common stock.

The price of the stock on October 15, 2020 was $ 3.45 for an initial investment

of $ 480,413 .

An additional 139,250 shares of the Company’s common stock will be transferred if Jordre Well LLC generates $ 500,000

in revenue from the sale of its newly created brands.

The loss recognized amounted to $ 32,622 and $ 149,947 for the year ended October

31, 2022 and 2021, respectively.

investment was made in 139,250 shares of the Company’s common stock.

The price of the stock on October 15, 2020 was $ 3.45 for an

initial investment of $ 480,413 .

An additional 139,250 shares of the Company’s common stock will be transferred if Jordre Well LLC

generates $ 500,000 in revenue from the sale of its newly created brands.

However due to a lack of performance, the Company in 2023 abandoned

its equity investment and will no longer fund its operations.

The Company recognized a loss in the amount of $ 297,843 and $ 32,622 for

the years ended October 31, 2023 and 2022, respectively.

The Company in 2023, also wrote off a loan receivable in the amount of $ 197,110 ,

which was deemed as uncollectible.

The net value of this investment as presented on the consolidated balance sheet at October 31, 2023

10 unchanged sentences

any impairment with adjustments to fair value if there are observable price changes.

As of October 31, 2022 and 2021, no such price changes

and investments-other was $ 2,500,000 on the accompanying consolidated balance sheet.

This investment was sold in October 2023.

price was $ 3,150,000 , which is presented as a receivable on our balance sheet.

We also reported the gain of $ 650,000 on our statement

of operations.

HOLDING CO., INC.

17 unchanged sentences

Right of use assets also exclude lease incentives.

PRONOUCEMENTS NOT YET ADOPTED :

Loss on Financial Instruments

Company follows the FASB Accounting Standard Update (ASU) 2016-13 Financial Instruments—Credit Losses (Topic 326).

This guidance

requires entities to use a current expected credit loss impairment model rather than incurred losses.

The Company considers factors such

as credit quality, age of balances, historical experience and current and future economic conditions that may affect the Company’s

expectation of collectability in determining allowance for credit losses.

The Company will adopt the provisions of Topic 326 effective

beginning November 1, 2023.

Management believes its risk of loss on currently recorded receivables is minimal and accordingly the adoption

of this pronouncement will not have any material effect on the financial statements.

3 - INVENTORIES :

14 unchanged sentences

Furniture and fixtures

Property plant and equipment gross

Less, accumulated depreciation

Property plant and equipment

expense totaled $ 563,100 and $ 522,043 for the years ended October 31, 2023 and 2022, respectively.

In October 2021 the Company sold $ 651,175

of machinery and equipment with a carrying value of $ 434,817 at disposal for $ 113,166 of proceeds and recognized a loss on disposal of

$ 321,651 recorded as a component of operating expenses for the year ended October 31, 2021.

5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES :

14 unchanged sentences

The facility was then approved for a two-year extension.

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

5 unchanged sentences

6 - LINE OF CREDIT (cont’d):

Company is subject to certain covenants with respect to its line of credit agreement.

The Company was not in compliance with the

net profit and non-borrower affiliate covenants as of October 31, 2022.

The Company requested a waiver from the lender and the waiver

was granted and received on March 15, 2023.

The lender also extended the due date of the October 31, 2022 financial statements until

April 15, 2023.

The loan agreement was also modified on March 15, 2023.

The terms of the modification, among other things:

for a requirement for subordination agreements if necessary, and (ii) changes the terms of transactions with affiliates from a dollar

limitation to allowable in the ordinary course of business, (iii) establishes a new covenant for a fixed charge coverage ratio.

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.

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

The terms 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 %).

Interest rate at October 31, 2023 was 7.18 %.

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

The credit facility is for $ 14,000,000 .

The unused line of credit as of October 31, 2023 was $ 2,185,219 .

The collateral

related to the outstanding debt is all assets of the company.

are subject to certain covenants with respect to our line of credit agreement and we were not in compliance with the net profit and non-borrower

affiliate covenants as of October 31, 2022.

We requested a waiver from the lender and the waiver was granted and received on March 15,

The lender also extended the due date of the October 31, 2022 financial statements until April 15, 2023.

On March 15, 2023, the

A&R Loan Agreement was also modified to, among other things:

(i) provide for a requirement for subordination agreements if necessary,

(ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary course of business, and (iii)

establish a new covenant for a fixed charge coverage ratio.

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 fixed charge coverage ratio, debt to tangible net

worth and tangible net worth.

The Company as of October 31, 2023 has failed to

comply with one of these covenants and resulted in an event of default under the loan agreement.

The lender has various defenses that

it can apply against the Company, which includes up to and calling the line of credit.

There is no guarantee that the lender will not

issue a waiver or not call the line of credit.

The outstanding balance on the Company’s lines of credit were $ 9,620,000

$ 8,314,000 and $ 3,800,850 as of October 31, 2022 and October 31, 2021, respectively.

and $ 8,314,000 as of October

31, 2023 and October 31, 2022, respectively.

7 - INCOME TAXES:

Company’s provision/(benefit) for income taxes in 2022 and 2021 consisted of the following:

OF PROVISION FOR INCOME TAX

Company’s (benefit) for income taxes in 2023 and 2022 consisted of the following:

OF (BENEFIT) FOR INCOME TAX

State and local

2 unchanged sentences

$ ( 268,220 )

$ ( 995,793 )

HOLDING CO., INC.

7 unchanged sentences

OF EFFECTIVE INCOME TAX RATE

(Benefit) from provision for tax at the federal statutory rate

(Benefit) from for tax at the federal statutory rate

$ ( 231,797 )

$ ( 1,175,507 )

Goodwill impairment

Other permanent differences

Return to provision

State and local tax, net of federal

(Benefit from) provision for income taxes

(Benefit from) income taxes

$ ( 268,220 )

$ ( 995,793 )

Effective income tax rate

38 unchanged sentences

The Company currently has no federal or state tax examinations in progress.

The Company files a U.S.

federal income tax

return and California, Colorado, Connecticut, Idaho, Kansas, Michigan, New Jersey, New York, New York City, Virginia, Texas, Rhode Island,

South Carolina, and Oregon state tax returns.

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

federal taxing authority for years before fiscal 2019.

The Company’s California, Colorado and New Jersey and Texas income tax returns

are no longer subject to examination by their respective taxing authorities for the years before fiscal 2019.

The Company’s Oregon,

New York, Kansas, South Carolina, Rhode Island, Connecticut and Michigan income tax returns are no longer subject to examination by their

respective taxing authorities for the years before fiscal 2019.

of October 31, 2022, and 2021, the Company had cumulative net operating loss carryforwards of approximately $ 2,281,518 and $ 274,173 respectively,

which begin to expire in 2038.

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating

loss carryforwards is subject to an annual limitation of $ 60,469 .

These net operating loss carryforwards may be further limited in the

event of a change in ownership.

Company files a U.S.

federal income tax return and California, Colorado, Connecticut, Florida, Idaho, Illinois, Kansas, Louisiana,

Michigan, Massachusetts, Montana, New Jersey, New York, New York City, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas,and Virginia

state tax returns.

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

for years before fiscal 2020.

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

subject to examination by their respective taxing authorities for the years before fiscal 2020.

The Company’s Oregon, New

York, Kansas, South Carolina, Rhode Island, Connecticut and Michigan income tax returns are no longer subject to examination by

their respective taxing authorities for the years before fiscal 2020.

of October 31, 2023, and 2022, the Company had cumulative net operating loss carryforwards of approximately $ 3,641,178 and $ 2,281,518

respectively, $ 213,704

of which begin to expire in 2038 and $ 3,427,474

of the net operating loss carryforwards that do not expire.

In accordance with Section 382 of the Internal Revenue code, the usage of

of the Company’s net operating loss carryforwards is subject to an annual limitation of $ 60,469 ,

the remaining operating loss carryforwards of $ 3,427,474

have no such limitations.

These net operating loss carryforwards may be further limited in the event of a change in ownership.

8 - COMMITMENTS AND CONTINGENCIES:

5 unchanged sentences

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

that Aldi sold private label coffee products manufactured by the Company 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 were also

named as defendants in the action.

The complaint asserted a variety of claims under New York and California consumer protection laws,

and sought 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.

On September 28, 2021, the Court entered an order granting the

Company’s motion to dismiss with prejudice (the “Dismissal Order”).

In the Dismissal Order, the Court stated that no

reasonable coffee drinker would be deceived by the Company’s packaging.

The plaintiffs filed an appeal with the 7 th

Circuit Court of Appeals (the “Appeal”).

After the Appeal was filed, the Company and the plaintiffs’ settled the matter

during mediation in late January 2022 and the Appeal was dismissed.

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 (the “Massachusetts District Court”) on or about February 2, 2021, concerning the labeling

on private label coffee productions the Company sold to the customer.

that Aldi sold private label coffee products manufactured by the Company 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 were

also named as defendants in the action.

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

laws, and sought 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.

On September 28, 2021, the Court entered an order

granting the Company’s motion to dismiss with prejudice (the “Dismissal Order”).

In the Dismissal Order, the Court

stated that no reasonable coffee drinker would be deceived by the Company’s packaging.

The plaintiffs filed an appeal with the

7 th Circuit Court of Appeals (the “Appeal”).

After the Appeal was filed, the Company and the plaintiffs’

settled the matter during mediation in late January 2022 and the Appeal was dismissed.

A 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 (the “Massachusetts District Court”)

on or about February 2, 2021, concerning the labeling on private label coffee productions the Company sold to the customer.

HOLDING CO., INC.

3 unchanged sentences

8 - COMMITMENTS AND CONTINGENCIES (cont’d):

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.

On February 28, 2022, the Company and the

plaintiff, in his individual capacity and not on behalf of a presumptive class, resolved the matter in principle and have reported

the agreement in principle to the Massachusetts District Court.

After the end of the period, the parties finalized the details of a

settlement agreement.

The final settlement amount was immaterial to the Company’s operations and results of

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.

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.

On February 28, 2022, the Company and the plaintiff, in his individual capacity

and not on behalf of a presumptive class, resolved the matter in principle and have reported the agreement in principle to the Massachusetts

District Court.

After the end of the period, the parties finalized the details of a settlement agreement.

The final settlement amount

was immaterial to the Company’s operations and results of operations.

Company has a 401(k) Retirement Plan, which covers all the full time employees who have completed one year of service and have reached

2 unchanged sentences

and 50% of aggregate contribution of the next 2% of compensation .

Contributions to the plan aggregated $ 75,004

for the years ended October 31, 2022 and 2021,

respectively.

Contributions to the plan aggregated $ 80,994 and $ 75,004 for the years ended October 31, 2023 and 2022, respectively.

following summarizes the Company’s operating leases:

19 unchanged sentences

aggregate cash payments under these leasing agreements was $ 429,027 and $ 426,271 for the years ended October 31, 2023 and 2022, respectively.

June 2021, the Company purchased a facility in Colorado for $ 900,321 that it was previously leasing.

On the date of purchase, the Company

wrote off the carrying value of the right-of-use asset and lease liability associated with this facility of $ 242,888 .

September 2021, the Company extended its headquarters lease in Staten Island, New York through September 2036.

December 2022, the Company extended its lease at its subsidiary Sonofresco in Washington through December 2023.

As a result, on the date

of the modification the Company increased its right-of-use asset and lease liability by $ 2,025,316 .

of the modification the Company increased its right-of-use asset and lease liability by $ 40,797 as of January 31, 2023.

March 2023, the Company extended its lease at its subsidiary Organics Products Trading Company in Washington through March 2026.

result, on the date of the modification the Company increased its right-of-use asset and lease liability by $ 105,619 as of April 30,

10 - RELATED PARTY TRANSACTIONS:

2 unchanged sentences

31, 2023 and 2022 of $ 210,961 and $ 285,696 , respectively.

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

Purchases from that vendor totaled approximately $ 3,500,000 for

the year ended October 31, 2021.

This director retired from this vendor.

The corresponding accounts payable balance to this vendor was

approximately $ 1,014,000 at October 31, 2021.

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

9 unchanged sentences

11 - STOCKHOLDERS’ EQUITY:

Treasury Stock .

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 cost of reissued shares is determined under

the last-in, first-out method.

The Company did not purchase any shares during the years ended October 31, 2023 and 2022.

Stock Options .

Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on April 19, 2019, has

granted 1,000,000 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise price

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.

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

19, 2019, has granted 1,000,000 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise

price of $ 5.43 .

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.

No options were granted, forfeited or expired during the years ended October 31, 2023 and

As of October 31, 2022 and October 31, 2021, 1,000,000 and 666,383 options were exercisable, respectively.

As of October 31, 2023 and October 31, 2022, 1,000,000 were exercisable, respectively.

Company recorded $ 0 and $ 405,821 of stock-based compensation during the years ended October 31, 2023 and 2022, respectively.

compensation was fully recognized during the year ended October 31, 2022.

12 – SUBSEQUENT EVENTS :

Company is subject to certain covenants with respect to its line of credit agreement.

The Company was not in compliance with the net

profit and non-borrower affiliate covenants as of October 31, 2022.

The Company requested a waiver from the lender and the waiver

was granted and received on March 15, 2023.

The lender also extended the due date of the October 31, 2022 financial statements

until April 15, 2023.

The loan agreement was also modified on March 15, 2023.

The terms of the modification, among other things:

provides for a requirement for subordination agreements if necessary, (ii) changes the terms of transactions with affiliates from a

dollar limitation to allowable in the ordinary course of business and (iii) establishes a new covenant for a fixed charge coverage

Stock compensation

was fully recognized during the year ended October 31, 2022.

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

Item 9A. Controls and Procedures