What changed in this filing

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Item 1. Financial Statements

2024-03-18 compared with 2023-09-14 · 237 added, 253 removed, 209 unchanged (70% of the section changed)

3 unchanged sentences

31, 2024 AND OCTOBER 31, 2023

July 31, 2023

January 31, 2024

October 31, 2023

CURRENT ASSETS:

Cash and cash equivalents

Accounts receivable, net of allowances of $ 144,000 for 2024 and 2023

Receivable from sale of investment

Due from broker

6 unchanged sentences

Equity method investments

Investment - other

Right of use asset

5 unchanged sentences

Line of credit

Cash overdrafts

Due to broker

2 unchanged sentences

TOTAL CURRENT LIABILITIES

Line of credit

Lease liabilities

23 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS

AND THREE MONTHS ENDED JULY 31, 2023 AND 2022

Nine Months Ended

Three Months Ended

MONTHS ENDED JANUARY 31, 2024 AND 2023

COST OF SALES

2 unchanged sentences

Officers’ salaries

(LOSS) INCOME FROM OPERATIONS

( 1,588,725 )

OTHER (EXPENSE) INCOME:

INCOME (LOSS) FROM OPERATIONS

OTHER INCOME (EXPENSE):

Interest income

Loss from equity method investment

Loss from equity method investments

Interest expense

(LOSS) INCOME BEFORE BENEFIT FOR INCOME TAXES AND NON-CONTROLLING

INTEREST IN SUBSIDIARY

( 1,359,324 )

(Benefit) provision for income taxes

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

( 1,003,824 )

Net loss attributable to the non-controlling interest

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

$ ( 1,003,824 )

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

Income Tax provision (benefit)

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

Net income attributable to the non-controlling interest in subsidiary

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

$ ( 532,103 )

Basic and diluted (loss) income earnings per share

Basic and diluted earnings (loss) per share

Weighted average common shares outstanding:

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

AND NINE MONTHS ENDED JULY 31, 2023 AND 2022

MONTHS ENDED JANUARY 31, 2024 AND 2023

Treasury Stock

3 unchanged sentences

$ ( 4,633,560 )

Stock Compensation

Dividend to common shareholders

Non-controlling Interest

Balance, January 31, 2022

$ ( 244,462 )

Stock Compensation

Distribution to non-controlling interest

Non-controlling Interest

Balance, April 30, 2022

$ ( 4,633,560 )

Stock Compensation

Balance, July 31, 2022

$ ( 4,633,560 )

Balance, October 31, 2022

$ ( 4,633,560 )

$ ( 244,462 )

Balance, January 31, 2023

1 unchanged sentence

$ ( 244,462 )

Balance, April 30, 2023

Balance, October 31, 2023

$ ( 4,633,560 )

$ ( 244,462 )

Beginning balance, value

$ ( 4,633,560 )

$ ( 244,462 )

Net income loss

Balance, July 31, 2023

income (loss)

Balance, January 3l, 2024

$ ( 4,633,560 )

$ ( 244,462 )

Ending balance, value

$ ( 4,633,560 )

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED JULY 31, 2023 AND 2022

MONTHS ENDED JANUARY 31, 2024 AND 2023

OPERATING ACTIVITIES:

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

and amortization

loss (gain) on commodities

Loss on equity

method investments

of accounts receivable

of obsolete inventory

of right to use asset

Deferred income

operating assets and liabilities:

Net income (loss)

$ ( 532,103 )

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

Depreciation and amortization

Unrealized loss (gain) on commodities

Loss on equity method investments

Amortization of right to use asset

Deferred income taxes

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

and other current assets

refundable income taxes

Prepaid expenses and other current assets

Prepaid and refundable income taxes

Lease liability

Accounts payable

and accrued expenses

taxes payable

cash provided by (used in) operating activities

Deposits and other assets

Accounts payable and accrued expenses

Net cash provided by operating activities

INVESTING ACTIVITIES:

of machinery and equipment

cash used in investing activities

Purchases of machinery and equipment

Net cash used in investing activities

FINANCING ACTIVITIES:

Advances under

bank line of credit

Advances under bank line of credit

Cash overdraft

payments on note payable

payments under bank line of credit

cash (used in) provided by financing activities

NET DECREASE IN CASH

BEGINNING OF PERIOD

END OF PERIOD

Principal payments on note payable

Principal payments under bank line of credit

( 4,934,404 )

Net cash used in financing activities

( 4,920,963 )

NET (DECREASE) INCREASE IN CASH

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Notes to Condensed Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

MONTHS ENDED JULY 31, 2023 AND 2022

MONTHS ENDED JANUARY 31, 2024 AND 2023

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

2 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Purchase of inventory by non-controlling interest

Initial recognition of operating lease right of use asset

9 unchanged sentences

categories (“product lines”) as follows:

Wholesale Green Coffee:

Green Coffee:

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

Private Label Coffee:

roasted, blended, packaged and sold under the specifications and names of others, including supermarkets that want to have their

own brand name on coffee to compete with national brands;

Branded 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.

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

21 unchanged sentences

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

of October 31, 2023, the Company’s line of credit of $ 9.6 million becomes due in June 2024, for which the Company will seek to

obtain a renewal of the financing arrangement.

There were certain financial covenants that the Company is in violation.

The Company has

not received a waiver from the lender.

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

As of January

31, 2024, the Company is back in compliance with those financial covenants, however there are uncertainties surrounding the ability to

receive a waiver and extending its line of credit when becomes due.

These uncertainties 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 March 6, 2024 is $ 4.7 million.

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.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – GOING CONCERN, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING

accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going

concern, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the normal course of

Company prepared a forecast representing their business plans for fiscal 2024.

However, the Company has yet to achieve increased revenues

at higher margins and there is no assurance they will be successful.

The line of credit expires within 12 months and there have been

no discussions with the financial institution to extend the line of credit ($ 9 million at July 31, 2023).

Company’s ability to execute its operating plan through fiscal 2024 and beyond depends on its ability to renew or replace its line

The Company expects to renew the line of credit or, if necessary, seek alternative financing on similar terms.

no assurance that the Company will be able to renew the line of credit in a timely manner and or that any such renewal will contain commercially

acceptable terms.

Therefore, as of July 31, 2023, the Company has concluded there is substantial doubt about their ability to continue

as a going concern.

The financial statements do not include any adjustments related to the recoverability and classification of recorded

asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going

of Presentation

2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY :

Company’s fiscal year ends on October 31, of each calendar year.

The accompanying interim condensed consolidated financial statements

are unaudited and have been prepared on substantially the same basis as our annual consolidated financial statements for the fiscal year

ended October 31, 2022.

In the opinion of the Company’s management, these interim condensed consolidated financial statements reflect

all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of our financial position,

results of operations and cash flows for the periods presented.

The preparation of financial statements in conformity with generally

accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts

of revenue and expenses during the reporting periods.

Actual results could differ from these estimates.

The October 31, 2022 year-end

condensed consolidated balance sheet data in this document was derived from audited consolidated financial statements.

These condensed

consolidated financial statements and notes included in this quarterly report on Form 10-Q do not include all disclosures required by

generally accepted accounting principles (“U.S.

GAAP”) and should be read in conjunction with the Company’s audited

consolidated financial statements as of and for the year ended October 31, 2022 and notes thereto included in the Company’s fiscal

2022 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 29, 2023 (the “2022

The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements

are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

condensed consolidated financial statements include the accounts of its subsidiaries, namely, 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

The accompanying interim condensed consolidated financial

statements are unaudited and have been prepared on substantially the same basis as our annual consolidated financial statements for

the fiscal year ended October 31, 2023.

In the opinion of the Company’s management, these interim condensed consolidated

financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair

statement of our financial position, results of operations and cash flows for the periods presented.

The preparation of financial

statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.

results could differ from these estimates.

The October 31, 2023 year-end condensed consolidated balance sheet data in this document

was derived from audited consolidated financial statements.

These condensed consolidated financial statements and notes included in

this quarterly report on Form 10-Q does not include all disclosures required by U.S.

generally accepted accounting principles

GAAP”) and should be read in conjunction with the Company’s audited consolidated financial statements as of

and for the year ended October 31, 2023 and notes thereto included in the Company’s fiscal 2023 Annual Report on Form 10-K,

filed with the Securities and Exchange Commission (“SEC”) on February 9, 2024 (the “2023 10-K”).

of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not

necessarily indicative of the results to be expected for any future period or the entire fiscal year.

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

1 unchanged sentence

significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2023

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

Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board

(“FASB”) Accounting Codification (“ASC”) Topic 606, Revenue from Contracts with Customers

(“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:

(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.

10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended January 31,

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.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

following table presents revenues by stream for the nine and three months ended July 31, 2023 and 2022.:

July 31, 2023

July 31, 2022

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

Accounting Pronouncements – Adopted

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 standard became effective for the Company on November 1,

The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements and related

Accounting Pronouncements – Not Yet Adopted

October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-06, “Disclosure Improvements – Codification

Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This standard affects a wide variety

of Topics in the Codification.

The effective date for each amendment will be the date on which the SEC’s removal of that related

disclosure from Regulation S-X or Regulation S-K becomes effective.

Early adoption is prohibited.

The Company does not expect the adoption

of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

November 2023, the FASB issued ASU 2023-07, “Segment Reporting – Improving Reportable Segment Disclosures (Topic 280).”

The standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant

The standard requires disclosure to include significant segment expenses that are regularly provided to the CODM, a description

of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the CODM when deciding

how to allocate resources.

The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in interim

This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial

The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” a final standard on improvements to

income tax disclosures, The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation

as well as information on income taxes paid.

The standard is effective for fiscal years beginning after December 15, 2024, with early

adoption permitted and should be applied prospectively.

The Company is currently evaluating the impact of this standard on its consolidated

financial statements and related disclosures.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

following table presents revenues by product line in the three months ended January 31, 2024 and 2023

January 31, 2024

January 31, 2023

3 - INVENTORIES :

at July 31, 2023 and October 31, 2022 consisted of the following:

at January 31, 2024 and October 31, 2023 consisted of the following:

OF INVENTORIES

July 31, 2023

October 31,2023

2 unchanged sentences

Packaging supplies

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4 - COMMODITIES HELD BY BROKER :

2 unchanged sentences

The commodities

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

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.

7 unchanged sentences

not offset these assets and liabilities.

Company classifies its options and futures 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.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4 - COMMODITIES HELD BY BROKER (cont’d):

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.

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 July 31,

Gross realized gains

Gross realized losses

Unrealized losses

$ ( 130,558 )

Gain (Loss) on Investments

$ ( 130,558 )

Nine Months Ended July 31,

OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

Three Months Ended January 31,

Gross realized gains

Gross realized losses

( 1,528,765 )

( 1,257,359 )

Unrealized gain (losses)

$ ( 109,535 )

Unrealized gain (loss)

Gain (Loss) on Investments

$ ( 109,535 )

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5 - LINE OF CREDIT :

1 unchanged sentence

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”) (later acquired by Webster Financial Corp.

(“Webster”), 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 17, 2022, the Company reached an agreement for a new loan modification agreement and credit facility which extended the

maturity date to June 29, 2022 .

(the “A&R Loan Facility”) with Sterling National Bank (later acquired by Webster Bank N.A.) (“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 17, 2022, the Company reached an agreement for a new loan modification agreement and credit facility which extended the maturity

date to June 29, 2022 .

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

All other terms of the A&R Loan

Agreement and A&R Loan Facility remained the same.

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

the new agreement, among other things:

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

Loan Facility remained 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

2 unchanged sentences

Loan Facility remained the same.

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

The loan agreement was also modified on March 15, 2023 to, among other things:

(i) provide for a requirement for subordination

agreements if necessary, and (ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary

course of business, (iii) establishe 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.

on the Borrowers’ operations, including covenants relating to fixed charge coverage ratio, debt to tangible net worth and tangible

The Company, as of January 31, 2024, the Company was in compliance will all covenants.

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 $ 4,700,000

$ 9,020,000 and $ 8,314,000 as of July 31, 2023 and October 31, 2022, respectively.

and $ 9,620,000 as of January 31, 2024 and October 31, 2023, respectively.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 - INCOME TAXES :

7 unchanged sentences

deferred tax assets and liabilities.

of July 31, 2023 and October 31, 2022, the Company did not have any unrecognized tax benefits or open tax positions.

of January 31, 2024 and October 31, 2023 the Company did not 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 July 31, 2023 and October

As of January 31, 2024 and October

31, 2023, the Company had no accrued interest or penalties related to income taxes.

1 unchanged sentence

examinations in progress.

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 - INCOME TAXES (cont’d):

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.

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

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.

7 - EARNINGS (LOSS) PER SHARE:

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, 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.

7 - EARNINGS PER SHARE :

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

guidance issued by FASB ASC 260, “Earnings per Share,” and certain other financial accounting pronouncements.

Basic earnings

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

Diluted earnings per common share is computed by dividing the net (loss) 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 for the nine

and three months ended July 31, 2023 and 2022.

The Company had granted 1,000,000 options in the second quarter of 2019, which have not

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

8 - COMMITMENTS AND CONTINGENCIES:

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

their 21 st birthday.

The Company matches 100% of the aggregate salary reduction contribution up to the first 3% of compensation

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

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.

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

months ended January 31, 2024 and 2023.

The Company had granted 1,000,000 options in the second quarter of 2019, which have not been

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

HOLDING CO., INC.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8 – COMMITMENTS AND CONTINGENCIES :

Company and its subsidiaries are not involved in any pending proceedings other than ordinary routine litigation incidental to their business.

Management believes none of these proceedings, if determined adversely, would have a material effect on the business or financial condition

of the Company or its subsidiaries.

following summarizes the Company’s operating leases:

OF OPERATING LEASES

SCHEDULE OF OPERATING LEASES

Right-of-use operating lease assets

2 unchanged sentences

Total lease liability

amortization of the right-of-use asset for the three months ended July 31, 2023 and 2022 was $ 80,662 and $ 78,079 , respectively.

The amortization

of the right-of-use asset for the nine months ended July 31, 2023 and 2022 was $ 240,504 and $ 258,028 , respectively.

Weighted average remaining

amortization of the right-of-use asset for the three months ended January 31, 2024 and 2023 was $ 82,322 and $ 79,663 , respectively.

Weighted average remaining lease term

Weighted average discount rate

of lease liabilities by year for our operating leases are as follows:

OF MINIMUM FUTURE LEASE PAYMENTS

SCHEDULE OF MATURITY LEASE LIABILITY

Total lease payments

value of operating lease liabilities

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 .

imputed interest

Present value of operating lease liabilities

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

1 unchanged sentence

of the modification the Company increased its right-of-use asset and lease liability by $ 41,962 as of January 31, 2024.

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,

HOLDING CO., INC.

1 unchanged sentence

10 – RELATED PARTY TRANSACTIONS :

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

Included in contract labor expense are expenses incurred by the Partner during the three and nine months ended July 31, 2023 and 2022

of $ 0 and $ 56,851 and $ 58,490 and $ 210,961 , respectively, for the processing of finished goods.

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

Included in contract labor expense

are expenses incurred from the Partner during the three months ended January 31, 2024 and 2023 of $ 0 and $ 56,851 , respectively, for the

processing of finished goods.

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

1 unchanged sentence

there is only one participant in the plan:

the Company’s Chief Executive Officer.

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 the Chief Executive Officer of the Company.

The assets were $ 131,296 and $ 243,238 at July 31, 2023 and October 31,

2022, respectively, and are included in the Deposits and other assets in the accompanying balance sheets.

The deferred compensation liability

at July 31, 2023 and October 31, 2022 were $ 131,296 and $ 243,238 , respectively.

Andrew Gordon, the CEO.

The deferred compensation payable represents the liability due to

this employee of the Company upon his retirement.

The deferred compensation liability at January 31, 2024 and October 31, 2023 was $ 127,162

and $ 120,523 , respectively.

Deferred compensation expenses included in officers’ salaries were $ 0 during the quarters ended January

31, 2024 and 2023, respectively as no amounts were contributed to this plan.

11 - STOCKHOLDERS’ EQUITY :

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 nine months ended July 31, 2023 and the

year ended October 31, 2022.

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 three and nine months ended July

Treasury Stock .

Company utilizes the cost method of accounting for treasury stock.

The cost of reissued shares is determined under the last-in, first-out

The Company did not purchase any shares during the three months ended January 31, 2024 and the year ended October 31, 2023.

Stock Options .

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 , which expire on April 17, 2029.

As of January 31, 2024, there are 942,000

options remaining.

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 three months ended January 31,

2024 or for the year ended October 31, 2023.

recorded $ 0 stock-based compensation for the three and nine months ended July 31, 2023 and $ 41,812 and $ 405,821 for the three and

nine months ended July 31, 2022.

12 – 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.

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

Item 1. Financial Statements