What changed in this filing

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Item 9A. Controls and Procedures

2025-01-31 compared with 2024-02-09 · 555 added, 629 removed, 1013 unchanged (54% of the section changed)

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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.

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

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

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Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f)

promulgated under the Securities and Exchange Act of 1934 as a process designed by, or under the supervision of, our executive management

promulgated under the Exchange Act as a process designed by, or under the supervision of, our executive management

and effected by our board of directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparations

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will not be prevented or detected and corrected on a timely basis.

the year ended October 31, 2020, our controls were inadequate to prevent and detect misstatements of stock based compensation awards

and quantities of inventory at one of our subsidiaries.

We determined that our controls were inadequate to prevent and detect misstatements of quantities of inventory at one of our subsidiaries.

Accordingly, management has determined that this control deficiency constituted

a material weakness.

the year ended October 31, 2021, we identified inappropriate system access controls over the financial reporting system.

These controls

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.

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

We determined that there were

inappropriate system access controls over the financial reporting system.

These controls were not designed to prevent or detect

unauthorized changes to source information or implement an appropriate level of segregation of duties.

Accordingly, management has

determined that this control deficiency constituted a material weakness.

We determined that we lacked adequate controls with respect to identifying and accounting for

material contracts.

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has determined that this was a control deficiency that constituted a material weakness.

during the year ended October 31, 2021, we determined that we lacked adequate controls with respect to physical custody of certain hardware,

We determined that we lacked adequate controls with respect to physical custody of certain hardware,

electronic and hard copy records of Generations Coffee and its component operation known as Steep and Brew following the Company relocation

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deficiency that constituted a material weakness.

Additionally,

on January 24, 2023, we concluded, after discussion with management, that our financial statements inaccurately accounted for certain

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

We concluded, after discussion with management, that our financial statements inaccurately accounted for certain

intercompany eliminations in our consolidated statements of operations for the fiscal year ended October 31, 2020.

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

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

We concluded that we lacked adequate controls with respect to recording year end accruals for

vendor liabilities and properly calculating required loan covenants.

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Notwithstanding

these material weaknesses, management has concluded that our audited financial statements included in the fiscal year 2023 form 10-K

these material weaknesses, management has concluded that our audited financial statements included in this Annual Report on Form 10-K

are fairly stated in all material respects in accordance with GAAP for each of the periods.

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referencing analysis to be completed on a quarterly basis;

i mplementing

additional levels of internal review of financial statements and any adjustments made thereto.

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in 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

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, 2024 that have

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

Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our registered

public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation

by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Protection Act that permits us to provide only management’s

report in this annual report.

This annual report does not include an attestation report of our registered public accounting

firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered

public accounting firm pursuant to the Dodd-Frank Wall Street Protection Act that permits us to provide only management’s report

in this annual report.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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About our Board of Directors and Management

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

Held With Coffee Holding

Chief Executive Officer, Chief Financial Officer, Treasurer and Director

Vice President — Operations, Secretary and Director

As of January 22, 2025

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

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Knepper has been the President

and Chief Executive Officer of CFO Business Solutions, a management consulting firm.

Knepper was the Chief Financial Officer for

TruFoods Corporation, a growth oriented franchise management company from April 2001 through June 2004.

From January 2000 through March

2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production company.

1982 through 1999, he served as the Chief Financial Officer of Unitel Video, Inc., a formerly publicly-traded nationwide high tech service

company in the television, film and new media fields.

and Chief Executive Officer of Royalty Recovery Group, Inc., management consultant and auditors.

Knepper was the Chief Financial

Officer for TruFoods Corporation, a growth oriented franchise management company from April 2001 through June 2004.

From January 2000

through March 2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production

From 1982 through 1999, he served as the Chief Financial Officer of Unitel Video, Inc., a formerly publicly-traded nationwide

high tech service company in the television, film and new media fields.

We believe that Mr.

Knepper’s diversified financial, accounting and business

expertise provide him with the qualifications and skills to serve as a director.

Knepper’s diversified financial, accounting

and business expertise provide him with the qualifications and skills to serve as a director.

DeCapua has served as a director of Coffee Holding since 1997.

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brokers and agents in North America.

He is also a director of the Green Coffee Association.

Rotelli’s industry and business

experience provides the Board with valuable expertise within the coffee industry as well as beneficial relationships that can help form

new beneficial relationships for Coffee Holding.

He also formerly served as a director of the Green Coffee Association.

Rotelli’s industry

and business experience provides the Board with valuable expertise within the coffee industry as well as beneficial relationships that

can help form new beneficial relationships for Coffee Holding.

Relationships

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Board held one meeting during the fiscal year ended October 31, 2024.

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.

Except as set forth below, each director serving during the fiscal

year ended October 31, 2024 attended at least 75 percent of the meetings of the Board, plus meetings of committees on which each such

director served during the fiscal year ended October 31, 2024.

Barry Knepper did not attend at least 75 percent of the meetings of the

Board during the fiscal year ended October 31, 2024.

Holding is committed to establishing and maintaining high standards of corporate governance.

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expert as that term is defined by SEC regulations.

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

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

2024, and acted by written consent on two occasions.

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Thomas serve as members of the Compensation Committee, with John Rotelli serving as its chairman.

The Compensation Committee acted by written consent once during the fiscal year ended October 31, 2023.

The Compensation Committee held one meeting during the fiscal year ended October 31, 2024, and acted by written consent once.

and Corporate Governance Committee.

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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, 2023.

– Corporate Governance.” The Nominating and Corporate Governance Committee held one meeting during the fiscal year ended

October 31, 2024, and acted by written consent once.

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

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to us and our subsidiaries.

Name and Principal Position

Name and Principal

Compensation (2)

Andrew Gordon,

President, Chief Executive Officer, Chief Financial Officer and Treasurer

President, Chief Executive

Officer, Chief Financial Officer and Treasurer

David Gordon,

Executive Vice President –

Vice President –

Operations and Secretary

figures shown represent amounts earned for the fiscal year, whether or not actually paid during such year.

option awards represent the grant date fair value of the awards pursuant to FASB ASC Topic 718, as described in Note 12 “Stockholders’

Equity” in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended October

the amount of interest accrued on defined contribution deferred compensation balances at a rate in excess of 120% of the applicable

federal mid-term rate under section 1274(d) of the Internal Revenue Code of 1986 (the “Code”) and dividends or dividend

equivalents on balances denominated in Coffee Holding common stock in excess of the dividends paid to stockholders generally during

the fiscal year.

Named Executive Officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed

in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and

The figures shown for Andrew Gordon include $10,279 and $10,641 in employer contributions to the 401(k) plan for 2023

and 2022, respectively;

The figures shown for Andrew Gordon include $10,996 and $10,279 in employer contributions to the 401(k) plan for 2024 and

2023, respectively;

life insurance premiums of $0 and $0 for 2024 and 2023, respectively, business car expenses of $0 and $22,227

for 2024 and 2023, respectively, and health insurance premiums of $25,436 and $22,605 for 2024 and 2023, 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.

shown for David Gordon include $9,554 and $14,256 for business car expenses in 2024 and 2023, respectively;

$7,951 and $8,680 in

employer contributions to the 401(k) plan for 2024 and 2023, respectively, life insurance premiums of $0 and $3,000 for 2024

and 2023, respectively, and health insurance premiums of $52,179 and $47,202 for 2024 and 2023, respectively.

to Summary Compensation Table

Compensation Committee has responsibility for establishing, implementing and monitoring adherence with our compensation philosophy.

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

and benefit programs.

The Compensation Committee ensures that the total compensation paid to our executive leadership team is fair and

Generally, the types of compensation and benefits provided to members of the executive leadership team, including the Named

Executive Officers, are similar to those provided to our other officers and employees.

compensation program for Named Executive Officers consists generally of base salary and annual bonuses.

These elements are intended to

provide an overall compensation package that is commensurate with our financial resources, that is appropriate to assure the retention

of experienced management personnel, and that aligns their financial interests with those of our stockholders.

We pay our Named Executive

Officers commensurate with their experience and responsibilities.

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

benefit programs.

The Compensation Committee ensures that the total compensation paid to our executive leadership team is fair and reasonable.

Generally, the types of compensation and benefits provided to members of the executive leadership team, including the Named Executive

Officers, are similar to those provided to our other officers and employees.

compensation program for Named Executive Officers consists generally of base salary, annual bonuses and equity-based incentive compensation.

These elements are intended to provide an overall compensation package that is commensurate with our financial resources, that is appropriate

to assure the retention of experienced management personnel, and that aligns their financial interests with those of our stockholders.

We pay our Named Executive Officers commensurate with their experience and responsibilities.

Each of our Named Executive Officers receives a base salary to compensate him for services performed during the year.

The base salaries of our Named Executive Officers are established annually by the JVA Board upon recommendation by the Compensation Committee.

The base salaries of our Named Executive Officers are established annually by the Board upon recommendation by the Compensation Committee.

When determining the base salary for each of our Named Executive Officers, the Compensation Committee considers the performance of the

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rewarding executives for creating shareholder value over the long-term.

the years ended October 31, 2023, and October 31, 2022 we did not grant any stock option awards to the Named Executive Officers.

the year ended October 31, 2019, we granted stock option awards to the Named Executive Officers to purchase an aggregate of 630,000 shares

of common stock at an exercise price of $5.43 per share.

The stock options are fully vested.

the 2013 Equity Compensation Plan does not allow for grants to be made after the 10 th anniversary of the plan, no new grants

have been permitted since February 2023 and, therefore, during the years ended October 31, 2024, and October 31, 2023 we did not grant

any stock option awards to the Named Executive Officers.

Implementation

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of $268,000 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

was granted a stock option to purchase 281,000 shares of common stock.

The stock options have an exercise price of $5.43 and are completely

Decision-Making Policies and Procedures

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Consistent with these

requirements, our Board has established a Compensation Committee all of whose members are independent directors.

requirements, our Board has established a Compensation Committee which is comprised entirely of independent directors.

Compensation Committee provides advice and makes recommendations to our Board in the areas of employee salaries and benefit programs.

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have entered into employment agreements with Andrew Gordon to secure his continued service as President, Chief Executive Officer, Chief

Financial Officer and Treasurer and with David Gordon to secure his continued service as Executive Vice President — Operations

and Secretary.

These employment agreements have rolling five-year terms that began on May 6, 2005.

These agreements may be converted

to a fixed five-year term by the decision of our Board or the executive.

These agreements provide for minimum annual salaries, discretionary

cash bonuses, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans.

The employment

agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage throughout the employment term

and thereafter for so long as the executives are subject to liability for such service to the extent permissible by the Nevada Revised

Financial Officer and Treasurer (the “Andrew Gordon Employment Agreement”) and with David Gordon to secure his continued

service as Executive Vice President — Operations and Secretary (the “David Gordon Employment Agreement”, and together

with the Andrew Gordon Employment Agreement, the “Employment Agreements”).

These Employment Agreements have rolling five-year

terms that each began on May 6, 2005.

The term of the Employment Agreements may be converted to a fixed five-year term by the decision

of our Board or the applicable executive.

The Employment Agreements provide for minimum annual salaries, discretionary cash bonuses,

and participation on generally applicable terms and conditions in other compensation and fringe benefit plans for the executive.

Employment Agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage for the executives

throughout the employment term and thereafter for so long as the executives are subject to liability for such service as an executive,

to the extent permissible by the Nevada Revised Statutes.

terms of the Employment Agreements provide that each executive will be entitled to severance benefits if his employment is terminated

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if he had continued working for the remaining unexpired term of the agreement.

The employment agreements also provide uninsured disability

During the term of the employment agreements and, in case of discharge with “cause” or resignation without “good

reason,” for a period of one year thereafter, the executives are subject to (1) restrictions on competition with us;

and (2) restrictions

on the solicitation of our customers and employees.

For all periods during and after the term of the employment agreements, the executives

are subject to nondisclosure and restrictions relating to our confidential information and trade secrets.

employment agreements provide that in the event either executive terminates employment in connection with a change in control under circumstances

entitling him to severance benefits, and it is determined that the executive would be subject to a 20% excise tax imposed by Section

4999 of the Code which applies to certain “excess parachute payments” (the “Excise Tax”), we will pay the executive

a “Tax Indemnity Payment” such that the net amount received by the executive after payment of such Excise Tax, and any federal,

Medicare and state and local income taxes and Excise Tax upon the Tax Indemnity Payment, will be equal to the payments the executive

would have retained had there been no Excise Tax.

The effect of this provision is that we, and not the executives, bear the financial

cost of the Excise Tax.

In accordance with Section 280G of the Code, we cannot claim a federal income tax deduction for payments subject

to the Excise Tax, including the Tax Indemnity Payment.

The Employment Agreements also provide the executives

with uninsured disability benefits.

During the term of the Employment Agreements and, in case of discharge of such executive with “cause”

or resignation by such executive without “good reason,” for a period of one year thereafter, the executives are subject to

(1) restrictions on competition with us;

and (2) restrictions on the solicitation of our customers and employees.

For all periods during

and after the term of the employment agreements, the executives are subject to nondisclosure and restrictions relating to our confidential

information and trade secrets.

Employment Agreements provide that in the event an executive’s employment is terminated in connection with a change in control

under circumstances entitling him to severance benefits, and it is determined that the executive would be subject to a 20% excise tax

imposed by Section 4999 of the Code which applies to certain “excess parachute payments” (the “Excise Tax”),

we will pay the executive a “Tax Indemnity Payment” such that the net amount received by the executive after payment of such

Excise Tax, and any federal, Medicare and state and local income taxes and Excise Tax upon the Tax Indemnity Payment, will be equal to

the payments the executive would have retained had there been no Excise Tax.

The effect of this provision is that we, and not the executives,

bear the financial cost of the Excise Tax.

In accordance with Section 280G of the Code, we cannot claim a federal income tax deduction

for payments subject to the Excise Tax, including the Tax Indemnity Payment.

Payments Upon a Change of Control

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or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

To date, there have been 689,000 options

granted under the 2013 Equity Compensation Plan to the Named Executive Officers.

To date, there have been 689,000

options granted under the 2013 Equity Compensation Plan to the Named Executive Officers.

than the severance benefits described under “Employment Agreements” and the potential payments described under “Potential

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The deferred amounts are allocated to a deferral account and

credited with interest according to the investment classifications made available by the JVA Board.

credited with interest according to the investment classifications made available by the Board.

The plan is an unfunded, non-qualified

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Named Executive Officers until such amounts are distributed pursuant to the terms of the plan.

deferred compensation payable represents the liability due to the Chief Executive Officer of the Company.

The amounts were $121,386 and

$120,523 as of October 31, 2024, and October 31, 2023, respectively, and are included in Deposits and other amounts in the accompanying

balance sheets.

Compensation and Benefits

Savings, Health, and Welfare Benefits

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.

Equity Awards at Fiscal Year-End

following table sets forth information regarding outstanding stock options awarded to each of our Named Executive Officers as of October

Number of Securities

Underlying Unexercised Options

of Securities

Unexercised Options

Unexercisable

Andrew Gordon

outstanding stock options granted to current or former employees and directors of the Company pursuant to its 2013 Equity Compensation

Compensation Plan Information

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Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

(Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

Equity compensation plans approved by stockholders (1)

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

Equity compensation plans approved

by stockholders

Equity compensation plans not approved by stockholders

outstanding stock options granted to current or former employees and directors of the Company pursuant to its 2013 Equity Compensation

directors receive $800 per Board meeting and committee meeting attended in person and $400 per each JVA Board meeting and committee meeting

the year ended October 31, 2024, employees forfeited 79,000 stock options.

directors receive $800 per Board meeting and committee meeting attended in person and $400 per each Board meeting and committee meeting

attended telephonically.

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COMPENSATION TABLE

Options (2)(3)

All Other Compensation ($)

Other Compensation ($)

Gerard DeCapua

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fees earned during the fiscal year, whether such fees were paid currently or deferred.

option awards represent the grant date fair value of the awards pursuant to FASB ASC Topic 718, as described in Note 12 “Stockholders’

Equity” in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended October

31, 2022, to which reference is hereby made.

total number of shares of common stock covered by stock options held by each non-employee director at October 31, 2024 were as follows:

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OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners and Management of JVA

Ownership of Certain Beneficial Owners and Management

following table shows the number of shares of Coffee Holding’s common stock, par value $0.001 per share, beneficially owned by

(i) each person known to be the owner of 5% or more of our common stock, (ii) each director and nominee, (iii) the Named Executive Officers

identified in the Summary Compensation Table included elsewhere in this proxy statement and (iv) all directors and executive officers

of Coffee Holding as a group, as of March 15, 2023.

The percent of common stock outstanding was based on a total of 5,708,599 shares

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

(i) each person known to be the owner of 5% or more of our common stock, (ii) each director, (iii) the Named Executive Officers and (iv)

all directors and executive officers of Coffee Holding as a group, as of January 22, 2025.

The percent of common stock outstanding

was based on a total of 5,708,599 shares of Coffee Holding’s common stock outstanding as of January 22, 2025.

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

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.

Outstanding (%) (1)

Directors and Executive Officers

Directors and Executive

Andrew Gordon

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

Executive Vice President — Operations, Secretary and Director

President, Chief Executive Officer,

Chief Financial Officer, Treasurer and Director

Executive Vice President — Operations,

Secretary and Director

Gerard DeCapua

Barry Knepper

All directors and executive officers as a group (7 persons)

All directors and executive officers as a group

5% or More Holders

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ownership includes shares of common stock as to which a person or group has sole or shared voting power or investment power.

of common stock subject to stock options that are exercisable currently or within 60 days of the Record Date, are deemed outstanding

of common stock subject to stock options that are exercisable currently or within 60 days of the January 22, 2025, are deemed outstanding

for purposes of computing the number of shares beneficially owned and percentage ownership of the person or group holding such stock

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All information regarding RTHC is based on information disclosed in a statement on Schedule

13G filed with the SEC on February 13, 2023.

13G/A filed with the SEC on February 13, 2024.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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the last two completed fiscal years;

of the directors, executive officer or holders of more than 5% of the respective capital stock, or any member of the immediate family

of the directors, executive officer or holders of more than 5% of our common capital stock, or any member of the immediate family

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

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and $56,851, respectively, for the processing of finished goods.

As of the fiscal period ended January 31, 2022, the parties to the joint

venture have agreed not to continue with this joint venture.

Part III, Item 10.

“Corporate Governance.”

ACCOUNTING FEES AND SERVICES

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Audit Fees (1)

Audit-Related Fees (2)

All Other Fees

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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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All of the services set forth in the table above were preapproved by the Audit Committee.

FINANCIAL STATEMENT SCHEDULES

of Documents filed as part of this Report

AND FINANCIAL STATEMENT SCHEDULES

of Documents filed as part of this Annual Report

financial statements and related notes, together with the report of Marcum LLP appear at pages F-1 through F-22 following the Exhibit

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the Exchange Act.

Agreement and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp.

and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp.

and Coffee Holding Co., Inc.

(incorporated herein by reference to Exhibit 2 to Post-Effective Amendment No.

1 to the Company’s Registration Statement on Form SB-2 filed on November 10, 1997 (File No.

(incorporated

herein by reference to Exhibit 2 to Post-Effective Amendment No.

1 to the Company’s Registration Statement on Form SB-2 filed

on November 10, 1997 (File No.

333-00588-NY)).

Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc.

and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004 (File No.

Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc.

and Premier Roasters LLC (incorporated herein

by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004 (File No.

333-00588-NY)).

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 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.

333-116838)).

Description of Capital Stock.*

Loan and Security Agreement, dated February 17, 2009, by and between Sterling National Bank and Coffee Holding Co., Inc.

(incorporated herein by reference to Exhibit 10.21 to the Company’s Current Report on Form 8-K filed on February 23, 2009 (File No.

Lease, dated February 4, 2004, by and between Coffee Holding Co., Inc.

and the City of La Junta, Colorado (incorporated herein by reference to Exhibit 10.12 to Amendment No.

1 to the Company’s Registration Statement on Form SB-2/A filed on August 12, 2004 (Registration No.

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.

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).

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.

333-116838)).

of Capital Stock (incorporated herein by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on February

Trademark License Agreement, dated February 4, 2004, between Del Monte Corporation and Coffee Holding Co., Inc.

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333-00588-NY)) as amended by that First Amendment to Trademark License Agreement, dated January 4, 2013.

First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc.

Certain portions of Exhibit 10.4 are omitted based upon approval of the Company’s request for confidential treatment through January 28, 2023.

The omitted portions were filed separately with the SEC on a confidential basis (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2012 filed on January 28, 2013 (File No.

Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc.

and Andrew Gordon (incorporated herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No.

Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc.

and David Gordon (incorporated herein by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No.

Coffee Holding Co., Inc.

Non-Qualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No.

Contract of Sale, dated April 14, 2009, by and between Coffee Holding Co., Inc.

and 4401 1st Ave LLC (incorporated herein by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K filed on January 28, 2010 (File No.

First Amendment to Loan and Security Agreement between Coffee Holding Co., Inc.

and Sterling National Bank, dated July 23, 2010 (incorporated herein by reference to Exhibit 103 to the Company’s Annual Report on Form 10-K filed on January 31, 2011 (File No.

Placement Agency Agreement, dated as of September 27, 2011, by and among the Company, the selling stockholders named therein, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed on September 27, 2011 (File No.

Subscription Agreement, dated as of September 27, 2011, by and between the Company, the selling stockholders named therein and each of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 27, 2011 (File No.

2013 Equity Compensation Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed on February 28, 2013 (File No.

Loan Modification Agreement, dated as of May 10, 2013, by and between Sterling National Bank and Coffee Holding Co., Inc.

(incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on January 24, 2014 (File No.

Loan Modification Agreement, dated March 10, 2015, by and between Sterling National Bank and Coffee Holding Co., Inc.

(incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2015).

Loan Agreement, dated March 10, 2015, by and between Sterling National Bank and Organic Products Trading Company LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 31, 2015).

Security Agreement, dated March 10, 2015, by and between Sterling National Bank and Coffee Holding Co., Inc.

(incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 31, 2015).

Guarantee, dated March 10, 2015, by Coffee Holding Co., Inc.

(incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 31, 2015).

Amended and Restated Loan and Security Agreement, dated April 25, 2017, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2017).

Guaranty Agreement, dated April 25, 2017, made by each of Sonofresco and Comfort Foods in favor of Sterling National Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2017).

Lease, dated December 6, 2000, by and between Comfort Foods, Inc.

and One Clark Street North Andover LLC.

(incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed January 29, 2018).

Second Amendment to Lease, dated March 23, 2017, by and between Coffee Holding Co., Inc.

and 25 COMM NAM, LLC (incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed January 29, 2018).

Loan Modification Agreement and Waiver, dated March 23, 2018, by and by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2018).

Form of Incentive Stock Option Agreement to the Company’s 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed June 29, 2019).

Form of Non-Qualified Stock Option Award Agreement to the Company’s 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed June 29, 2019).

Loan Modification Agreement and Waiver, dated March 13, 2020, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on March 16, 2020).

Lease, dated September 22, 2021, by and between Coffee Holding Co., Inc.

and Our Two Buddies, LLC, TANJ Properties, LLC and VGM Realty Services, LLC (incorporated herein by reference to Exhibit 10.26 (listed as Exhibit 10.6) to the Company’s Annual Report on Form 10-K filed on January 31, 2022).

Loan Modification Agreement, dated June 28, 2022, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank.*

Loan Modification Agreement, dated March 15, 2023, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank.*

Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 30, 2022).

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.*

Consent of Marcum LLP*

Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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

Coffee Holding Co., Inc.

Compensation Recovery Plan

Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc.

Certain portions of Exhibit 10.4 are omitted based upon approval of the Company’s request for confidential treatment through

January 28, 2023.

The omitted portions were filed separately with the SEC on a confidential basis (incorporated herein by reference

to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2012 filed on January 28, 2013 (File

and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc.

and Andrew Gordon (incorporated

herein by reference to Exhibit 10.14 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No.

and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc.

and David Gordon (incorporated herein

by reference to Exhibit 10.15 of the Company’s Current Report on Form 8-K filed on April 16, 2008 (File No.

Holding Co., Inc.

Non-Qualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.19 of the Company’s

Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No.

Agency Agreement, dated as of September 27, 2011, by and among Coffee Holding Co., Inc., the selling stockholders named therein,

Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Report on

Form 8-K filed on September 27, 2011 (File No.

Agreement, dated as of September 27, 2011, by and among Coffee Holding Co., Inc., the selling stockholders named therein and each

of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed on September 27, 2011 (File No.

Equity Compensation Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed on February

28, 2013 (File No.

and Restated Loan and Security Agreement, dated April 25, 2017, by and among Coffee Holding Co., Inc., Organic Products Trading Company

LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed on April 28, 2017).

Agreement, dated April 25, 2017, made by each of Sonofresco, LLC and Comfort Foods, Inc in favor of Sterling National Bank (incorporated

herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2017).

dated December 6, 2000, by and between Comfort Foods, Inc.

and One Clark Street North Andover LLC (incorporated herein by reference

to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed January 29, 2018).

Amendment to Lease, dated March 23, 2017, by and between Coffee Holding Co., Inc.

and 25 COMM NAM, LLC (incorporated herein by reference

to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed January 29, 2018).

Modification Agreement and Waiver, dated March 23, 2018, by and among Coffee Holding Co., Inc., Organic Products Trading Company

LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed on March 27, 2018).

of Incentive Stock Option Agreement to the Company’s 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit

10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 29, 2019).

of Non-Qualified Stock Option Award Agreement to the Company’s 2013 Equity Compensation Plan (incorporated herein by reference

to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on June 29, 2019).

Modification Agreement and Waiver, dated March 13, 2020, by and among Coffee Holding Co., Inc., Organic Products Trading Company

LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form

10-Q filed on March 16, 2020).

dated September 22, 2021, by and among Coffee Holding Co., Inc.

and Our Two Buddies, LLC, TANJ Properties, LLC and VGM Realty Services,

LLC (incorporated herein by reference to Exhibit 10.26 (listed as Exhibit 10.6) to the Company’s Annual Report on Form 10-K

filed on January 31, 2022).

Modification Agreement, dated June 28, 2022, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster

Bank (incorporated herein by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 9, 2024).

Modification Agreement, dated March 15, 2023, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster

Bank (incorporated herein by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 9, 2024).

Modification Agreement, dated June 27, 2024, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster

Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 2, 2024).

Lease, dated November 7, 2024, by and between Coffee Holding Co., Inc.

and 21 Grace Church Street Realty LLC.*

Commencement Date Agreement, dated November 7, 2024, by and between Coffee Holding Co., Inc.

and 21 Grace Church Street Realty LLC.*

Secured Creditor Sale Agreement, dated November 6, 2024, by and between Second Empire, LLC and Bridge Business Credit, LLC.*

of Significant Subsidiaries.*

of Marcum LLP.*

Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

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

Holding Co., Inc.

Compensation Recovery Plan (incorporated herein by reference to Exhibit 97 to the Company’s Annual Report

on Form 10-K filed on February 9, 2024).

XBRL Instance Document.

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FORM 10-K SUMMARY

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 February 9, 2024.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized on January 31, 2025.

HOLDING CO., INC.

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Chief Executive Officer

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Andrew Gordon

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No.

CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2023 AND 2022

CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2023 AND 2022

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - YEARS ENDED OCTOBER 31, 2023 AND 2022

CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2023 AND 2022

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No.

BALANCE SHEETS AS OF OCTOBER 31, 2024 AND 2023

STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2024 AND 2023

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - YEARS ENDED OCTOBER 31, 2024 AND 2023

STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2024 AND 2023

TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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(the “Company”) as of October 31, 2024

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.

and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2024,

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

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

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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 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.

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 audit also included evaluating the accounting principles used and significant

Our audits 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 audit provide s a reasonable basis for our opinion.

We believe that our audits provide

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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CURRENT ASSETS:

Cash and cash equivalents

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

Receivable from sale of investment

Cash and cash

receivable, net of allowances for credit losses of $ 144,000

for 2024 and 2023

Receivable from sale of

Due from broker

Prepaid expenses and other current assets

Prepaid and refundable income taxes

TOTAL CURRENT ASSETS

Prepaid expenses and other

current assets

and refundable income taxes

CURRENT ASSETS

Building, machinery and equipment, net

Customer list and relationships, net of accumulated amortization of $ 310,383 and $ 279,883 for 2023 and 2022, respectively

Customer list and relationships, net of accumulated

amortization of $ 285,750 and $ 255,250 for 2024 and 2023, respectively

Trademarks and tradenames

Equity method investments

Investment - other

Right of use asset

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CURRENT LIABILITIES:

Accounts payable and accrued expenses

Accounts payable and accrued

Line of credit

Cash overdrafts

Due to broker

Note payable – current portion

Lease liability – current portion

TOTAL CURRENT LIABILITIES

Line of credit

Lease liabilities

Note payable – current

liability – current portion

CURRENT LIABILITIES

Lease liabilities – long term

Note payable – long term

Deferred compensation payable

TOTAL LIABILITIES

Deferred compensation

Commitments and Contingencies (Note 8)

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10,000,000 shares authorized;

Common stock, par value $ .001 per share;

Common stock, par value

$ .001 per share;

30,000,000 shares authorized, 6,633,930 shares issued for 2024 and 2023;

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( 4,633,560 )

Total Coffee Holding Co., Inc.

Total Coffee Holding Co.,

stockholders’ equity

Non-controlling interest

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Non-controlling

LIABILITIES AND STOCKHOLDERS’ EQUITY

Notes to Consolidated Financial Statements

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Selling and administrative

Goodwill and other impairment charges

Officers’ salaries

(LOSS) FROM OPERATIONS

( 1,331,695 )

( 5,338,900 )

OTHER INCOME (EXPENSE):

Interest income

Loss from equity method investment

Loss from equity method

Gain on sale of investment

Interest expense

(LOSS) BEFORE INCOME TAX (BENEFIT)

( 1,103,796 )

( 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) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.

Gain on extinguishment

INCOME (LOSS) BEFORE INCOME

TAX (BENEFIT)

( 1,103,796 )

Provision (benefit)

NET INCOME (LOSS) BEFORE

INCOME (LOSS)

$ ( 835,576 )

Basic and diluted (loss) per share

Basic and diluted income

(loss) per share

Weighted average common shares outstanding:

Basic and diluted

Notes to Consolidated Financial Statements

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ENDED OCTOBER 31, 2024 AND 2023

Treasury Stock

Balance, November 1, 2022

$ ( 4,633,560 )

Stock Compensation

Distributions to non-controlling interest

Inflow from non-controlling interest

Dividend to common shareholders

Non-Controlling interest

( 3,744,785 )

Balance, October 31, 2023

3 unchanged sentences

$ ( 244,462 )

Write-off of investments in Generations

income (loss)

Balance, October 31, 2024

1 unchanged sentence

$ ( 4,633,560 )

$ ( 244,462 )

Notes to Consolidated Financial Statements

5 unchanged sentences

$ ( 835,576 )

$ ( 4,601,857 )

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

Adjustments to reconcile

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

Depreciation and amortization

Impairment of goodwill, trademarks and tradenames

Write-off of accounts receivable

Stock-based compensation

Unrealized (gain) loss on commodities - net

Unrealized gain on commodities

Loss on equity method investments

Gain on sale of investment

Impairment of customer list and non-compete agreement

Write down of obsolete inventory

Amortization of right of use asset

Gain on extinguishment

of lease liability

Amortization of right of

Write off in investment of Generations

Deferred income taxes

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Accounts receivable

( 1,384,306 )

Prepaid expenses and other current assets

Prepaid and refundable income taxes

Prepaid expenses and other

current assets

Prepaid and refundable

Deposits and other assets

Accounts payable and accrued expenses

( 1,232,776 )

Accounts payable and accrued

Change in lease liability

Income taxes payable

Net cash provided by (used in) operating activities

( 5,437,508 )

cash provided by operating activities

INVESTING ACTIVITIES:

Purchases of building, machinery and equipment

( 1,059,205 )

Net cash used in investing activities

( 1,059,205 )

Purchases of building,

machinery and equipment

from sale of investment

cash provided by (used in) investing activities

FINANCING ACTIVITIES:

Advances under bank line of credit

Advances under bank

line of credit

Cash overdraft

Principal payment on note payable

Payment of dividend

Capital contributed by non-controlling interest

Principal payments under bank line of credit

Principal payment on

payments under bank line of credit

( 9,620,000 )

( 1,728,783 )

Net cash provided by financing activities

NET INCREASE (DECREASE) IN CASH

cash (used in) provided by financing activities

( 9,627,234 )

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR

NET INCREASE (DECREASE)

( 1,352,954 )

AND CASH EQUIVALENTS, BEGINNING OF YEAR

AND CASH EQUIVALENTS, END OF YEAR

Notes to Consolidated Financial Statements

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ENDED OCTOBER 31, 2024, AND 2023

SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

Interest paid

Income taxes paid

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating lease right of use asset

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW DATA:

Cash paid for income taxes

SUPPLEMENTAL DISCLOSURE

OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating lease right

Initial recognition of operating lease liabilities

Sale of investment

Distribution of inventory by non-controlling interest

Notes to Consolidated Financial Statements

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1 - BUSINESS ACTIVITIES :

Holding Co., Inc.

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

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

The Company’s

core product, coffee, can be summarized and divided into three product categories (“product lines”) as follows:

Coffee Holding Co., Inc.

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

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

Company also manufactures and sells coffee roasters.

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

product categories (“product lines”) as follows:

Green Coffee:

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

Company during the quarter ended April 30, 2022 had begun a restructuring process with its Generations subsidiary.

As part of this restructuring

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

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

Agreement (the “Merger Agreement”), by and among the Company, Delta Corp Holdings Limited, a Cayman Islands exempted company

(“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub

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

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

Upon the terms and subject to the conditions set forth in the Merger Agreement,

Merger Sub will merge with and into the Company, with the Company surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”).

As a result of the Merger, each issued and outstanding share of the Company common stock, $ 0.001 par value per share (the “JVA

Common Stock”), will be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $ 0.0001

of Pubco (the “Pubco Ordinary Shares”).

Due to Geopolitical Events

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.

September 29, 2022, the Company entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among

the Company, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company

incorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco

(“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein.

Upon the terms and subject to the conditions

set forth in the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving as a direct, wholly-owned

subsidiary of Pubco (the “Merger”).

As a result of the Merger, each issued and outstanding share of the Company’s common

stock, $ 0.001 par value per share, would be cancelled and converted for the right of the holder thereof to receive one ordinary share,

par value $ 0.0001 of Pubco.

There was a shareholder vote in April 2024 on the Merger Agreement that did not pass.

On June 21, 2024, the

Company terminated the Merger Agreement.

No early termination penalties were payable by the Company upon termination of the Merger Agreement.

Concern and Liquidity

Company’s line of credit will become due June 29, 2025 (see Note 6).

The agreement requires the Company to maintain compliance

with certain financial covenants computed on a quarterly and annual basis.

In previous periods, the Company was not in compliance with

these requirements.

However, a waiver of all past defaults was received on May 24, 2024.

As of October 31, 2024, the Company is in compliance

with those financial covenants.

The Company has paid down the full balance of the line of credit as of October 31, 2024.

Additionally,

the Company is in a net income position for the year ended October 31, 2024 of $ 2.2 million, cash from operating activities of $ 5.4 million,

and a net working capital surplus of $ 21.5 million.

As a result, the Company does not believe that substantial doubt is raised regarding

the Company’s ability to continue as a going concern and the ability to meet its obligations as they become due within the twelve

months from the date the condensed consolidated financial statements are issued.

HOLDING CO., INC.

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31, 2024 AND 2023

1 - BUSINESS ACTIVITIES (cont’d):

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

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

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

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

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

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

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

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

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 :

1 unchanged sentence

consolidated financial statements include the accounts of the Company, Organic Products Trading Company, LLC (“OPTCO”), Sonofresco

LLC (“SONO”), Comfort Foods, Inc.

(“CFI”) and Generations Coffee Company, LLC (“GCC”).

All inter-company

balances and transactions have been eliminated in consolidation.

LLC (“SONO”), and Comfort Foods, Inc.

All inter-company balances and transactions have been eliminated

in consolidation.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America and comply with SEC reporting requirements.

OF ESTIMATES :

1 unchanged sentence

of America (GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures.

estimates include, depreciable lives for long-lived assets, and valuation of goodwill and indefinitely lived intangible assets impairment

These estimates may be adjusted as more current information becomes available, and any adjustment could have a significant impact

on recorded amounts.

estimates include depreciable lives for long-lived assets, and valuation of indefinitely lived intangible assets impairment testing.

These estimates may be adjusted as more current information becomes available, and any adjustment could have a significant impact on

recorded amounts.

AND CASH EQUIVALENTS :

7 unchanged sentences

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

The Company maintains allowances for doubtful accounts for

The Company maintains allowances for credit losses for

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

2 unchanged sentences

customer credit-worthiness, past transaction history with the customer,

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

Past due balances over 60 days and other higher risk amounts

are reviewed individually for collectability.

If the financial condition of the Company’s customers were to deteriorate, adversely

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

Based on management’s assessment, the Company

provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance.

Balances that remain

outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and

a credit to accounts receivable.

current customer conditions, reasonable forecasts, current economic industry trends, and changes in customer payment terms.

balances over 60 days and other higher risk amounts are reviewed individually for collectability.

If the financial condition

of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would

Based on management’s assessment, the Company provides for estimated credit losses through a charge to earnings

and a credit to a valuation allowance.

Balances that remain outstanding after the Company has used reasonable collection efforts are

written off through a charge to the valuation allowance and a credit to accounts receivable.

reserve for sales discounts represents the estimated discount that customers will take upon payment.

3 unchanged sentences

SCHEDULE OF ACCOUNTS RECEIVABLE

Allowance for doubtful accounts

Allowance for credit losses

Reserve for other allowances

30 unchanged sentences

SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

Year Ended October 31,

Ended October 31,

Gross realized gains

6 unchanged sentences

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, 2023 and 2022 was $ 30,500 and $ 62,552 , respectively.

Amortization expense for the years ended October 31, 2024, and 2023 was $ 30,500 .

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

4 unchanged sentences

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

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

HOLDING CO., INC.

3 unchanged sentences

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

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 October 31, 2021

Impairment charge

Balance at October 31, 2022

Impairment charge

at October 31, 2023

the years ended October 31, 2024 and 2023, the Company’s management concluded that no impairment charge was necessary during the

years then ended.

OF LONG-LIVED ASSETS :

6 unchanged sentences

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.

ended October 31, 2024 and 2023, the Company recorded no impairment charges of its amortizable intangible assets, buildings, machinery

and equipment.

ADVERTISING :

19 unchanged sentences

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

has issued 1,000,000 options that are outstanding which have not been included in the calculation of diluted (loss) earnings per share

has 921,000 options outstanding which have not been included in the calculation of diluted (loss) earnings per share

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 for

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

the years ended October 31, 2024 and 2023.

VALUE OF FINANCIAL INSTRUMENTS :

48 unchanged sentences

Costs associated with shipping product to customers aggregating approximately

$ 2,539,000 and $ 2,964,000 for the years ended October 31, 2023 and 2022, respectively, is included in selling and administrative expenses.

BASED COMPENSATION :

awards are accounted for as required by ASC Topic 718 “Compensation-Stock Compensation” (“ASC 718”).

718 stock-based awards are valued at fair value on the date of grant, and that fair value is recognized over requisite service period.

The Company accounts for forfeitures when they occur.

$ 2,700,000 and $ 2,539,000 for the years ended October 31, 2024 and 2023, respectively, is included in cost of sales.

CONCENTRATION

7 unchanged sentences

the Securities Investor Protection Corporation (SIPC).

At October 31, 2023 and 2022, the Company had approximately $ 373,000 and $ 1,560,000

in excess of SIPC insured limits, respectively.

HOLDING CO., INC.

17 unchanged sentences

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

The initial investment in this company amounted to

investment in this company amounted to $ 100,000 .

The loss recognized amounted to $ 25

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.

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

and 2022 was $ 0 and $ 297,843 .

and $ 16,925 for the years ended October 31, 2024 and 2023, respectively.

The carrying amount

of this investment as presented on the consolidated balance sheet at October 31, 2024 and

2023 was $ 39,651 and $ 39,676 , respectively.

– other represent investments made by the Company that do not qualify as equity method investments as the Company cannot exercise

9 unchanged sentences

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.

price was $ 3,150,000 , which is presented as a receivable on our balance sheet as of October 31, 2023.

We also reported the

gain of $ 650,000 on our statement of operations for the year ended October 31, 2023.

HOLDING CO., INC.

6 unchanged sentences

The Company’s operating

lease arrangement are comprised of real estate and facility leases.

lease arrangements are comprised of real estate and facility leases.

Right of use assets represent the Company’s right to use the

5 unchanged sentences

value of the lease payments.

The present value of the lease payments was determined to be 5.00 % for new leases and lease amendments that

occurred during fiscal year 2023 and 2022.

Right of use assets also exclude lease incentives.

PRONOUCEMENTS NOT YET ADOPTED :

Loss on Financial Instruments

PRONOUCEMENTS ADOPTED

Company follows the FASB Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic

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.

326).” This guidance requires entities to use a current expected credit loss impairment model rather than incurred losses.

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 the allowance for credit losses.

The standard became effective

for the Company on November 1, 2023.

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

financial statements and related disclosures.

PRONOUCEMENTS NOT YET ADOPTED :

October 2023, the FASB issued 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 chief operating

decision maker (“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 periods.

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 statements.

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.

3 - INVENTORIES :

14 unchanged sentences

Furniture and fixtures

Property plant and equipment gross

plant and equipment gross

Less, accumulated depreciation

Property plant and equipment

plant and equipment net

expense totaled $ 579,515 and $ 563,100 for the years ended October 31, 2024, and 2023, respectively.

6 unchanged sentences

6 - LINE OF CREDIT :

April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as the “Borrowers”) entered

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

(the “A&R Loan Facility”) with Sterling National Bank (“Sterling”), which consolidated (i) the financing

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

(ii) the financing agreement between Company, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”),

amongst other things.

April 25, 2017 the Company and OPTCO (collectively referred to herein as the “Borrowers”) entered into an Amended and Restated

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

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

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

between Company, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other

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

8 unchanged sentences

6 - LINE OF CREDIT (cont’d):

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 %).

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:

(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 an interest rate not to be lower than 3.50 %).

Interest rate at October 31, 2024, was 7.02 %.

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

and $ 8,314,000 as of October

31, 2023 and October 31, 2022, respectively.

terms of the A&R Loan Agreement and A&R Loan Facility remained the same.

The credit facility is $ 14,000,000 .

The unused line

of credit as of October 31, 2024, was $ 14,000,000 .

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

Company is required to maintain certain financial covenants with respect to the A&R Loan Agreement.

The Company was not in compliance

with such requirements as of October 31, 2023.

The Company received a waiver from the lender on May 24, 2024 for all past defaults.

A&R Loan Agreement was also modified on March 15, 2023 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) established a new covenant for a fixed charge coverage ratio.

June 27, 2024, the Borrowers entered into the Tenth Loan Modification Agreement with Webster which amended the A&R Loan Agreement

to, among other things:

(i) provide for a new loan maturity date of June 29, 2025 , (ii) provide that the applicable margin requirement

for any revolving loan outstanding under the A&R Loan Agreement to 2.25 %, (iii) provide that the maximum facility amount shall be

$ 10,000,000 and (iv) to adjust certain definitions and terms related to the borrowing base and leverage ratios applicable to the A&R

Loan Agreement.

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

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

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

and preferred stock), and restrictions on intercompany transactions.

The outstanding balance on the Company’s line of credit was

$ 0 and $ 9,620,000 as of October 31, 2024, and October 31, 2023, respectively.

7 - INCOME TAXES :

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

OF (BENEFIT) FOR INCOME TAX

State and local

Income tax (benefit)

$ ( 268,220 )

Company’s provision (benefit) for income taxes in 2024 and 2023 consisted of the following:

OF PROVISION (BENEFIT) FOR INCOME TAX

(benefit) for income taxes

$ ( 268,220 )

8 unchanged sentences

OF EFFECTIVE INCOME TAX RATE

(Benefit) from for tax at the federal statutory rate

$ ( 231,797 )

Expense (Benefit) from for tax

at the federal statutory rate

$ ( 231,797 )

2 unchanged sentences

Return to provision

State and local tax, net of federal

(Benefit from) income taxes

$ ( 268,220 )

Deferred Tax change in effective rate

State and local tax,

net of federal

Expense (Benefit from)

$ ( 268,220 )

Effective income tax rate

Effective income tax

tax effects of the temporary differences that give rise to the deferred tax assets and liabilities as of October 31, 2024 and 2023 are

1 unchanged sentence

Deferred tax assets:

Accounts receivable

Unrealized loss

3 unchanged sentences

Stock-based compensation

Total deferred tax asset

Total deferred tax

Deferred tax liabilities:

1 unchanged sentence

Unrealized gain

Buildings, machinery and equipment

Total deferred tax liabilities

machinery and equipment

Total deferred tax

Net deferred tax asset

23 unchanged sentences

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.

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 2021.

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.

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 2021.

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 2021.

of October 31, 2024, and 2023, the Company had cumulative net operating loss carryforwards of approximately $ 1,956,523 and

$ 3,524,744 respectively ,

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.

which begin to expire in 2038 and $ 1,803,288 of the net operating loss carryforwards that do not expire .

In accordance with Section 382 of the Internal Revenue code, the usage of $ 153,235 of

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

the remaining operating loss carryforwards of $ 1,803,288 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:

ACTION COMPLAINT

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

of Illinois (the “Court”) on or about December 21, 2020.

The plaintiffs, Eileen Brodsky and Rhonda Diamond, purported to

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

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

that Aldi sold private label coffee products manufactured by the Company and 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.

2 unchanged sentences

31, 2024 AND 2023

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.

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.

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

2 unchanged sentences

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

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

Contributions

to the plan aggregated $ 63,095 and

the years ended October 31, 2024, and 2023, respectively.

following summarizes the Company’s operating leases:

OF OPERATING LEASES

Right-of-use operating lease assets

operating lease assets

Current lease liability

13 unchanged sentences

imputed interest

( 1,011,664 )

Present value of operating lease liabilities

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

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 $ 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,

Present value of operating

lease liabilities

aggregate cash payments under these leasing agreements were $ 288,202 and $ 429,027 for

the years ended October 31, 2024, and 2023, respectively.

Variable lease payments were $ 131,490 and $ 105,568 during the years ended

October 31, 2024, and 2023, respectively.

Operating lease costs were $ 426,200 and $ 475,346 for the years ended October 31, 2024, and 2023, respectively.

May 2024, the Company modified its existing lease agreement pertaining to a portion of its office facility.

The Company wrote off $ 1,848,032

in right-of-use assets and $ 2,058,599 lease liability associated with this agreement, resulting in a gain on extinguishment of lease

of $ 210,567 .

On May 1, 2024, the Company entered into an amended lease agreement for the remaining portion of its office facility in

Staten Island, NY, which changed the lease modification date to April 30, 2029.

The amended lease commenced on May 1, 2024.

recognized a right-of-use asset and lease liability associated with this modified agreement of $ 547,975 .

As a result of the modification,

the Company decreased its right-of-use asset by $ 1,300,057 and lease liability by $ 1,510,624 as of July 31, 2024.

of October 31, 2024, the Company was reasonably certain that the option to extend the Sonofresco lease would be exercised through December

As a result, the Company increased its right-of-use asset and lease liability by approximately $ 85,000 as of October 31, 2024.

10 - RELATED PARTY TRANSACTIONS :

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

in contract labor expense, which is a component of cost of sales, are expenses incurred from the Partner during the years ended October

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

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

1 unchanged sentence

there is only one participant in the plan:

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 October 31, 2023 and 2022 was $ 120,523 and $ 243,238 ,

respectively.

Deferred compensation expenses included in officers’ salaries were $ 0 during the years ended October 31, 2023 and

2022, respectively as no amounts were contributed to this plan during the years ended October 31, 2023 and 2022.

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 $ 121,386 and $ 120,523 as of October 31, 2024, and October

31, 2023, respectively, and are included in Deposits and other assets in the accompanying balance sheets.

The deferred compensation liability

at October 31, 2024 and October 31, 2023 was $ 121,386 and $ 120,523 , respectively.

11 - STOCKHOLDERS’ EQUITY :

4 unchanged sentences

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, 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.

Stock compensation

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

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.

During the year ended October 31, 2024, 79,000

stock options were forfeited.

options were granted or expired during the years ended October 31, 2024.

options were granted, forfeited or expired during the years ended October 31, 2023.

As of October 31, 2024, and October 31, 2023,

921,000 and 1,000,000 ,

were exercisable, respectively.

Company recorded no stock-based compensation expense for the year ended October 31, 2024 and 2023, as all stock option awards were fully

vested as of the beginning of the reporting period.

12 – CONCENTRATION OF CREDIT RISK

Company had one customer in fiscal year 2024 that individually exceeded 10% of consolidated net sales.

Net sales to this one customer

were approximately 12 % of consolidated net sales or $ 9.2 million.

13 – SUBSEQUENT EVENTS :

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Other than as described below, the Company did not identify any subsequent events that would have required adjustment or

disclosure in the financial statements.

November 2024, the Company purchased the remaining assets of Empire Coffee Company for $ 825,000 in a Uniform Commercial Code (“UCC”)

Chapter 9 sale (“Second Empire” acquisition).

The assets purchased consisted of accounts receivable, inventories and equipment.

Second Empire will operate as a 100 % wholly owned subsidiary of Coffee Holding.

connection with this transaction, Coffee Holding entered into a four-year lease with 21 Grace Church Street Realty LLC for the existing

property at 21 Grace Church Street, Port Chester, NY 10573 where Empire Coffee has its offices and production facility.

of Second Empire will include roasting and packing for current Coffee Holding customers as well as customers of Empire Coffee.

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