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Item 9A. Controls and Procedures

2026-01-28 compared with 2025-01-31 · 655 added, 733 removed, 835 unchanged (62% of the section changed)

AND PROCEDURES

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures.

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

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

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

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

were not effective.

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

and operating results of the fiscal year ended October 31, 2024 in accordance with U.S.

Report on Internal Control Over Financial Reporting .

Our management is responsible for establishing and maintaining adequate

internal control over our financial reporting.

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

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

of financial statements for external purposes in accordance with U.S.

Based on this assessment, our management has determined that

our internal control over financial reporting was not effective as of October 31, 2024 and the periods covered under this Annual Report

on Form 10-K due to the material weaknesses described below.

A material weakness is a control deficiency or combination of deficiencies

in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements

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

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.

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.

This was evidenced by our failure to properly identify and account for a material lease amendment.

Accordingly, management

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

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

or vacating of certain premises used in the operations of that business unit.

Accordingly, management has determined that this is a control

deficiency that constituted a material weakness.

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.

As a result, we determined

that there was an overstatement of net sales and cost of sales in the consolidated statement of operations of approximately $8.3 million

in our financial statements during the fiscal year ended October 31, 2020, which required a restatement of the previously issued financial

statements for the fiscal year ended October 31, 2020.

This was due to inadequate design and implementation of controls to evaluate and

monitor the presentation and compliance with accounting principles generally accepted in the United States of America related to the

statement of operations.

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

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

vendor liabilities and properly calculating required loan covenants.

Accordingly, management has determined that this control deficiency

constituted a material weakness.

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 Annual

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

controls and procedures were not effective due to the existence of material weaknesses in our internal control over financial

Management Report on Internal Control Over

Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over our financial

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) 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 of financial statements for external purposes in accordance

Based on this assessment, our management has determined that our internal control over financial reporting was not effective

as of October 31, 2025 and the periods covered under this Annual Report on Form 10-K.

Weakness Over Financial Reporting

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.

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

also concluded that we lacked adequate controls with respect to recording year end accruals for vendor liabilities.

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

Notwithstanding

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.

such material weaknesses, we believe the financial information presented herein is materially correct and fairly presents the

financial position and operating results for the fiscal year ended October 31, 2025 in conformity with U.S.

GAAP for interim

financial information and in accordance with the rules and regulations of the SEC.

Plan for the Material Weakness

remediate the material weaknesses identified above, we are initiating controls and procedures in order to:

control owners concerning the principles and requirements of each control, with a focus on those related to user access to our financial

reporting systems impacting financial reporting;

and maintaining documentation to promote knowledge transfer upon personnel and function changes;

enhanced controls and reviews related to our financial reporting systems;

an in-depth analysis of who should have access to perform key functions within our financial reporting system that impact financial

reporting and redesigning aspects of the system to better allow the access rights to be implemented;

referencing analysis to be completed on a quarterly basis;

i mplementing

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

system access controls and segregation of duties through role-based access restrictions and

periodic user access reviews.

year-end financial close and review procedures, including formalized controls over vendor

material weaknesses identified above will not be considered remediated until our remediation efforts have been fully implemented and

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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, 2024 that have

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

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

no changes in our internal control over financial reporting that occurred during the quarter ended October 31, 2025 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.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

OTHER INFORMATION

DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

About our Board of Directors and Management

Held With Coffee Holding

Chief Executive Officer, Chief Financial Officer, Treasurer and Director

Vice President — Operations, Secretary and Director

Position(s) Held With Coffee Holding

Director Since

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 January 22, 2026

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Knepper was the Chief Financial

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

From January 2000

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

2000 through March 2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production

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

DeCapua has had his own law practice in Rockville Centre,

New York since 1986.

DeCapua has had his own law practice in Rockville Centre, New

York since 1986.

DeCapua received his law degree from Pace University.

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significant knowledge regarding the legal issues Coffee Holding faces and provide him with the skills and qualifications to serve as

Thomas has served as a director of Coffee Holding since February 2016.

Thomas has over 38 years of domestic and international

corporate business experience in top management positions.

Thomas has served as a director of Coffee Holding since 2016.

Thomas has over 38 years of domestic and international corporate

business experience in top management positions.

Since February 2007, Mr.

Thomas has served as a Principal at Radix Consulting

Corporation, a consulting firm which provides specialized advice in the field of electronic payments.

Thomas has served as a Principal at Radix Consulting Corporation,

a consulting firm which provides specialized advice in the field of electronic payments.

From 1981 through 2007, Mr.

served in a number of positions at The Clearing House Payments Company L.L.C., a limited liability company which operates electronic

payment systems, including such positions as Executive Vice President of the Payments Services Division, President of the Electronic

Payments Network, Senior Vice President of Business Development and Information Technology and Vice President of Technical Services and

Systems Development.

Thomas served in

a number of positions at The Clearing House Payments Company L.L.C., a limited liability company which operates electronic payment systems,

including such positions as Executive Vice President of the Payments Services Division, President of the Electronic Payments Network,

Senior Vice President of Business Development and Information Technology and Vice President of Technical Services and Systems Development.

Since 2007, Mr.

Thomas has served as a director of eGistics, Inc., a provider of cloud-based document and data management

solutions which was acquired by Top Image Systems, Ltd.

Thomas has served as a director of eGistics, Inc., a provider of cloud-based document and data management solutions which

was acquired by Top Image Systems, Ltd.

We believe that Mr.

Thomas’ financial and business experience

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

Thomas’ financial and business experience provide him with

the qualifications and skills to serve as a director.

Gordon has been the Executive Vice President — Operations, Secretary and a director of Coffee Holding since 1995.

responsible for managing all aspects of Coffee Holding’s roasting and blending operations, including quality control, and has worked

for Coffee Holding for 39 years, previously as an Operating Manager from 1989 to 1995.

He is a charter member of the Specialty Coffee

Association of America, or SCAA.

He is responsible

for managing all aspects of Coffee Holding’s roasting and blending operations, including quality control, and has worked for Coffee

Holding for 40 years, previously as an Operating Manager from 1989 to 1995.

He is a charter member of the Specialty Coffee Association

of America, or SCAA.

Gordon attended Baruch College in New York City.

He is the brother of Andrew Gordon.

38 years of service with the Company, Mr.

Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective

Through his 39 years of

service with the Company, Mr.

Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective director.

We believe Mr.

Gordon’s extensive institutional knowledge and leadership are invaluable to Coffee Holding’s current

and future successes.

Gordon’s leadership, as demonstrated by the launch of the Specialty Green segment of the business as

well as the founding of the SCAA, is a valuable resource for Coffee Holding’s business development and future strategy.

Gordon’s extensive institutional knowledge and leadership are invaluable to Coffee Holding’s current and future

Gordon’s leadership, as demonstrated by the launch of the Specialty Green segment of the business as well as the

founding of the SCAA, is a valuable resource for Coffee Holding’s business development and future strategy.

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

Rotelli has over 40 years of experience in the green coffee

industry business consisting of procurement from growing countries, every aspect of traffic and warehousing, quality analysis, and knowledge

of both suppliers and competitors.

Rotelli has over 40 years of experience in the green coffee industry

business consisting of procurement from growing countries, every aspect of traffic and warehousing, quality analysis, and knowledge of

both suppliers and competitors.

Rotelli is currently the Vice President of L.J.

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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.

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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year ended October 31, 2025 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.

director served during the respective fiscal years.

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

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Ethics sets forth our policies and expectations on a number of topics, including:

responsibility regarding both personal and business affairs, including transactions with Coffee Holding;

responsibility regarding both personal and business affairs, including transactions with

Coffee Holding;

conduct, including ethical behavior and outside employment and other activities;

transactions, including separate identities and usurpation of corporate opportunities;

● Preservation

and accuracy of Coffee Holding’s records;

with laws, including insider trading compliance;

● Preservation

of confidential information relating to our business and that of our clients;

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investigating and resolving of all code violations;

● Code-related

training, certification of compliance and maintenance of code-related records.

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The Code of Conduct and Ethics is available on our website at www.coffeeholding.com

under “Investor Relations - Corporate Governance.” A copy of the Code of Conduct and Ethics may also be obtained free

of charge by sending a written request to:

under “Investor Relations - Corporate Governance.” A copy of the Code of Conduct and Ethics may also be obtained free of

charge by sending a written request to:

Gordon, Secretary

Holding Co., Inc.

Coffee Holding Co., Inc.

3475 Victory Boulevard

Island, NY 10314

Staten Island, NY 10314

intend to satisfy the disclosure requirement under Section 5.05(c) of Form 8-K regarding an amendment to, or waiver from, a provision

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Board of Coffee Holding has established the following committees:

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

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

found during the audit.

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

our registered independent public accountants.

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

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

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

public accountants.

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

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

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

under Nasdaq’s listing standards.

Gerard DeCapua, Barry Knepper and George F.

Thomas serve as members of the Audit Committee

with Barry Knepper serving as its chairman.

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

expert as that term is defined by SEC regulations.

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

2024, and acted by written consent on two occasions.

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

benefit programs and director compensation.

The Compensation Committee also reviews the compensation of the President and Chief Executive

Officer of Coffee Holding and makes recommendations in that regard to the Board as a whole.

The Board has adopted a written charter for

the Compensation Committee, which is available on our website at www.coffeeholding.com under “Investor Relations - Corporate

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

Barry Knepper, John Rotelli and George F.

The Board has adopted a written

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

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

DeCapua, Barry Knepper and George F.

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

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

Committee held four meetings during the fiscal year ended October 31, 2025, and acted by written consent on one occasion.

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

programs and director compensation.

The Compensation Committee also reviews the compensation of the President and Chief Executive Officer

of Coffee Holding and makes recommendations in that regard to the Board as a whole.

The Board has adopted a written charter for the Compensation

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

All members of the Compensation Committee are independent directors as defined under Nasdaq’s listing standards.

Barry Knepper,

John Rotelli and George F.

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

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

The Compensation

Committee held one meeting during the fiscal year ended October 31, 2025, and acted by written consent one time.

and Corporate Governance Committee.

The Nominating and Corporate Governance Committee nominates individuals to be elected to

the full Board by our stockholders.

The Nominating and Corporate Governance Committee considers recommendations from stockholders if

submitted in a timely manner in accordance with the procedures set forth in Article II, Section 11 of our Bylaws and applies the same

criteria to all persons being considered.

All members of the Nominating and Corporate Governance Committee are independent directors

as defined under the Nasdaq listing standards.

The Nominating and Corporate Governance Committee nominates individuals to be elected to the

full Board by our stockholders.

The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted

in a timely manner in accordance with the procedures set forth in Article II, Section 11 of our Bylaws and applies the same criteria

to all persons being considered.

All members of the Nominating and Corporate Governance Committee are independent directors as defined

under the Nasdaq listing standards.

Gerard DeCapua, John Rotelli and George F.

Thomas serve as members of the Nominating and

Corporate Governance Committee, with Gerard DeCapua serving as its chairman.

The Board has adopted a written charter for the Nominating

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 held one meeting during the fiscal year ended

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

Thomas serve as members of the Nominating and Corporate

Governance Committee, with Gerard DeCapua serving as its chairman.

The Board has adopted a written charter for the Nominating 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 held one meeting during the fiscal year ended October 31, 2025, and acted by written

consent one time.

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

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on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting.

All of our directors who

served as directors during the 2024 fiscal year attended the 2024 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

summary compensation table below summarizes information concerning compensation for the fiscal years ended October 31, 2025 and 2024

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to us and our subsidiaries.

Name and Principal

Name and Principal Position

Stock Option Awards

Incentive Compensation

Compensation Earning

Compensation (2)

Andrew Gordon,

President, Chief Executive

Officer, Chief Financial Officer and Treasurer

President, Chief Executive Officer

Chief Financial Officer and Treasurer

David Gordon,

Vice President –

Executive Vice President –

Operations and Secretary

figures shown represent amounts earned for the fiscal year, whether or not actually paid during such 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 $10,996 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

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

The 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 operation.

The figures shown for Andrew Gordon include $15,751 and $10,996 in employer contributions to the 401(k) plan for 2025 and 2024, respectively,

and health insurance premiums of $15,940 and $25,436 for 2025 and 2024, respectively.

The figures shown for David Gordon include $9,372

and $9,554 for business car expenses in 2025 and 2024, respectively;

$10,039 and $7,951 in employer contributions to the 401(k) plan

for 2025 and 2024, respectively, and health insurance premiums of $32,645 and $52,179 for 2025 and 2024, 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

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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 Board upon recommendation by the Compensation Committee.

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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At the 2013 Annual Meeting of Stockholders, our stockholders approved the 2013 Equity Compensation Plan.

the 2013 Equity Compensation Plan, we provide our employees, including our Named Executive Officers, with equity incentives that help

align their interests with those of our stockholders by tying the value delivered to our Named Executive Officers to the value of our

shares of common stock.

We also believe that stock option grants to our Named Executive Officers provide them with long-term incentives

that will aid in retaining executive talent by providing opportunities to be compensated through the Company’s performance and

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

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.

2013 Equity Compensation Plan, we provide our employees, including our Named Executive Officers, with equity incentives that help align

their interests with those of our stockholders by tying the value delivered to our Named Executive Officers to the value of our shares

of common stock.

We also believe that stock option grants to our Named Executive Officers provide them with long-term incentives that

will aid in retaining executive talent by providing opportunities to be compensated through the Company’s performance and rewarding

executives for creating shareholder value over the long-term.

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

permitted since February 2023 and, therefore, during the years ended October 31, 2025, and October 31, 2024 we did not grant any stock

option awards to the Named Executive Officers.

Implementation

for Fiscal Year 2025

the 2024 fiscal year, Andrew Gordon received a base salary of $288,000 and an annual bonus of $20,000.

David Gordon received a base salary

of $268,000 and an annual bonus of $15,000.

the 2025 fiscal year, Andrew Gordon initially received a base salary of $274,000.

Effective March 1, 2025, his base salary was increased

Andrew Gordon received an annual bonus of $9,000.

David Gordon received a base salary of $265,000 and an annual bonus of

For the 2024 fiscal year, Andrew Gordon received a base salary of $288,000 and an annual bonus of $0.

David Gordon received a

base salary of $268,000 and an annual bonus of $0.

Decision-Making Policies and Procedures

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and Policy-Making.

As a Nasdaq listed company, we must observe governance standards that require executive officer compensation

decisions to be made by the independent director members of our Board or by a committee of independent directors.

Consistent with these

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

As a Nasdaq listed company, we must observe governance standards that require executive officer compensation decisions

to be made by the independent director members of our Board or by a committee of independent directors.

Consistent with these 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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(f) cancel any option or stock appreciation right in exchange for cash and/or other substitute consideration based on the value of our

common stock on the date of the change in control , and cancel any option or stock appreciation right without any payment if its

exercise price exceeds the value of our common stock on the date of the change in control;

or (g) make such other modifications, adjustments

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.

common stock on the date of the change in control, and cancel any option or stock appreciation right without any payment if its exercise

price exceeds the value of our common stock on the date of the change in control;

or (g) make such other modifications, adjustments 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.

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

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The amounts were $129,646 and

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

$121,386 as of October 31, 2025, and October 31, 2024, respectively, and are included in Deposits and other assets in the accompanying

balance sheets.

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their 21st 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.

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

of Securities

Unexercised Options

Number of Securities Underlying Unexercised Options

Option exercise

Option expiration

Unexercisable

Andrew Gordon

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

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

Compensation Plan.

Compensation Plan Information

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Plan Category

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

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

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

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

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

the years ended October 31, 2025 and 2024, employees forfeited 0 and 79,000 stock options, respectively.

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

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with attendance at Board and committee meetings.

directors’ meeting and committee fees for the fiscal year ended October 31, 2024, were $13,600.

We do not compensate our employee

directors for service as directors.

Directors are also entitled to the protection of certain indemnification provisions in our Amended

and Restated Articles of Incorporation and Bylaws.

directors’ meeting and committee fees for the fiscal years ended October 31, 2025 and 2024, were $9,600 and $13,600, respectively.

We do not compensate our employee directors for service as directors.

Directors are also entitled to the protection of certain indemnification

provisions in our Amended and Restated Articles of Incorporation and Bylaws.

following table sets forth information regarding compensation earned by our non-employee directors during the 2025 fiscal year.

COMPENSATION TABLE

Other Compensation ($)

Stock Options (2)

All Other Compensation ($)

Gerard DeCapua

Barry Knepper

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

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

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

The total number of shares of common stock covered by stock options held by each non-employee director at October 31, 2025 were as follows:

Gerard DeCapua

Barry Knepper

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Ownership of Certain Beneficial Owners and Management

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York 10314, unless otherwise indicated.

Amount and Nature of Beneficial

Outstanding (%)(1)

Directors and Executive

Directors and Executive Officers

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

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

5% or More Holders

Renaissance Technologies LLC

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 January 22, 2025, are deemed outstanding

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

Shares of common stock subject to stock options that are exercisable currently or within 60 days of January 22, 2026, are deemed outstanding

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

options, warrants or convertible securities, but are not deemed outstanding for computing the percentage of any other person.

39,000 shares owned by Mr.

Includes 39,000 shares owned by Mr.

Gordon directly, a stock option to purchase 349,000 shares held directly by Mr.

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Gordon Family Ventures LLC.

374,037 shares of common stock owned by Mr.

Gordon directly, and a stock option to purchase 281,000 shares of common stock owned

directly by Mr.

100 shares of common stock and an option to purchase 14,000 shares owned directly by Mr.

5,900 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr.

22,172 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr.

6,548 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr.

5,000 shares of common stock owned by Mr.

Includes 374,037 shares of common stock owned by Mr.

Gordon directly, and a stock option to purchase 281,000 shares of common stock

owned directly by Mr.

Includes 100 shares of common stock and an option to purchase 14,000 shares owned directly by Mr.

Includes 5,900 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr.

Includes 22,172 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr.

Includes 6,548 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr.

Includes 5,000 shares of common stock owned by Mr.

Thomas directly, an option to purchase 3,000 shares of common stock owned by Mr.

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Thomas’ wife.

shares of common stock beneficially owned by Renaissance Technologies Holdings Corporation (“RTHC”) because of RTHC’s

Includes shares of common stock beneficially owned by Renaissance Technologies Holdings Corporation (“RTHC”) because of RTHC’s

majority ownership of Renaissance Technologies LLC (“RTC”).

The principal business address of both RTHC and RTC is 800

Third Avenue, New York, New York 10022.

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

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

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The principal business address of both RTHC and RTC is 800 Third

Avenue, New York, New York 10022.

All information regarding RTHC is based on information disclosed in a statement on Schedule 13G/A filed

with the SEC on November 13, 2025.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

following is a summary of transactions since November 1, 2023 and all currently proposed transactions, to which JVA has been a participant,

amounts exceeded or will exceed the lesser of $120,000 or one percent of the average of JVA’s total assets at year-end for

the last two completed fiscal years;

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.

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

JVA is the 60% equity owner of the joint venture and Caruso’s Coffee Company (“Caruso’s”) owns the

other 40% equity interest.

Payments to Caruso’s during the years ended October 31, 2024 and October 31, 2023 amounted to $0,

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.

amounts exceeded or will exceed the lesser of $120,000 or one percent of the average of JVA’s

total assets at year-end for the last two completed fiscal years;

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

member of the immediate family of the foregoing persons, had or will have a direct or indirect

material interest.

Part III, Item 10.

“Corporate Governance.”

ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTING FEES AND SERVICES

Billed to the Company in fiscal years 2025 and 2024

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

for the fiscal years ended October 31, 2024 and 2023:

following table summarizes the fees for professional services rendered by CBIZ CPAs P.C.

and Marcum LLP (collectively, “Auditors”),

which have been the Company’s independent registered public accounting firm for the fiscal years ended October 31, 2025 and 2024,

respectively.

On November 1, 2024, CBIZ CPAs P.C.

acquired the non-attest business of Marcum LLP.

Audit Fees (1)

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

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

List as required by Part II, Item 8 “Financial Statements and Supplementary Data” of this Form 10-K.

Statement Schedules

Company has filed with this report or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under

the Exchange Act.

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

List of Documents filed as part of this Annual Report

Financial Statements

financial statements and related notes, together with the reports of CBIZ CPAs P.C.

and “Marcum LLP” appear at pages F-1

through F-22 following the Exhibit List as required by Part II, Item 8 “Financial Statements and Supplementary Data” of

this Form 10-K.

Financial Statement Schedules

List of Exhibits

Company has filed with this report or incorporated by reference herein certain exhibits as specified below.

Exhibits incorporated by

reference can be inspected on the SEC website at www.sec.gov.

Agreement 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.

333-00588-NY)).

(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.

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)).

by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004.

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.

Statement on Form 8-A filed on May 2, 2005.

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).

8-K filed on 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)).

filed on June 24, 2004.

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.

(incorporated herein by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26, 2004 (File No.

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

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

(incorporated herein by reference

to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26,

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.

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

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.

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.

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.

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.

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.

Quarterly Report on Form 10-QSB filed on June 14, 2005.

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

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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

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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.

Loan Modification Agreement and Limited Consent, dated April 17, 2025, by and among Coffee Holding Co., Inc., Organic Products Trading

Company LLC and Webster Bank, National Association (incorporated herein by referent to Exhibit 10.1 to the Company’s Quarterly

Report on Form 10-Q filed on June 13, 2025).

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

and 21 Grace Church Street Realty LLC (incorporated herein by reference

to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on January 31, 2025)

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.*

(incorporated

herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on January 31, 2025)

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

(incorporated

herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on January 31, 2025)

List of Significant Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on January 31, 2025)

Consent of CBIZ CPAs P.C.*

Consent of Marcum LLP*

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

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

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

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

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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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – CBIZ CPA’S P.C.

(PCAOB Number 199 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – MARCUM LLP (PCAOB Number 688 )

CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - YEARS ENDED OCTOBER 31, 2025 AND 2024

CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2025 AND 20234

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

the Stockholders and Board of Directors of

Holding Co., Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Coffee Holding Co., Inc.

have audited the accompanying consolidated balance sheet of Coffee Holding Co., Inc.

(the “Company”) as of October 31, 2025,

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.

the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended October 31,

2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit,

the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2025, and

the results of its operations and its cash flows for the year ended October 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

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

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

1 unchanged sentence

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

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

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

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

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

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

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

Accordingly, we express

no such opinion.

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

or fraud, and performing procedures that respond to those risks.

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

Those standards require that we plan and perform the audit to obtain

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

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

As part of our audit

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.

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

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audits provide

We believe that our audit provides

a reasonable basis for our opinion.

5 unchanged sentences

We determined that there are no critical audit matters.

have served as the Company’s auditor from 2013 to 2021 and subsequently reappointed as the Company’s auditor in 2022.

York, New York

CBIZ CPAs P.C.

have served as the Company’s auditor since 2013 to 2021 and subsequently reappointed in 2022 (such date takes into account the

acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors of

Holding Co., Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheet of Coffee Holding Co., Inc.

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

the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended October 31,

2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit,

the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024, and

the results of its operations and its cash flows for the year 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.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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

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

Those standards require that we plan and perform the audit to obtain

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

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

As part of our audit

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.

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

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

have served as the Company’s auditor since 2013 to 2021 and subsequently reappointed in 2022 through February 2025.

HOLDING CO., INC.

AND SUBSIDIARIES

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CURRENT ASSETS:

Cash and cash

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

for 2024 and 2023

Receivable from sale of

Cash and cash equivalents

Accounts receivable, net of allowances of $ 313,000 and $ 144,000 for 2025 and 2024

Due from broker

Prepaid expenses and other

current assets

and refundable income taxes

CURRENT ASSETS

Prepaid expenses and other current assets

Prepaid and refundable income taxes

TOTAL CURRENT ASSETS

Building, machinery, and equipment, net

Customer list and relationships, net of accumulated

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

Customer list and relationships, net of accumulated amortization of $ 316,250 and $ 285,750 for 2025 and 2024, respectively

Trademarks and tradenames

5 unchanged sentences

CURRENT LIABILITIES:

Accounts payable and accrued

Accounts payable and accrued expenses

Line of credit

Due to broker

Note payable – current

liability – current portion

CURRENT LIABILITIES

Lease liabilities - current portion

TOTAL CURRENT LIABILITIES

Lease liabilities - long term

Note payable – long term

Deferred compensation

Deferred compensation payable

TOTAL LIABILITIES

Commitments and Contingencies (Note 9)

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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;

2 unchanged sentences

Retained earnings

Treasury stock, 925,331 common shares, at cost for 2024 and 2023

common stock held in treasury, at cost;

925,331 shares for 2025 and 2024

( 4,633,560 )

Total Coffee Holding Co.,

stockholders’ equity

Non-controlling

LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Notes to Consolidated Financial Statements

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Selling and administrative

(LOSS) FROM OPERATIONS

( 1,331,695 )

Officers’ salaries

INCOME FROM OPERATIONS

OTHER INCOME (EXPENSE):

Interest income

Loss from equity method

Gain on sale of investment

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 income

(loss) per share

Gain on extinguishment of lease

Interest expense

INCOME BEFORE INCOME TAX

Income Tax Provision

Basic and diluted income per share

Weighted average common shares outstanding:

Basic and diluted

Notes to Consolidated Financial Statements

3 unchanged sentences

ENDED OCTOBER 31, 2025 AND 2024

Balance, November 1, 2022

$ ( 4,633,560 )

Treasury Stock

Additional Paid-in

Non-controlling

Balance October 31, 2023

( 4,633,560 )

$ ( 244,462 )

Write off of investment in Generations

Balance, October 31, 2024

( 4,633,560 )

Write-off of investments in Generations

income (loss)

Balance, October 31, 2025

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OPERATING ACTIVITIES:

$ ( 835,576 )

Adjustments to reconcile

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

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

Depreciation and amortization

Unrealized gain on commodities

Unrealized loss on commodities – net

Loss on equity method investments

Gain on sale of investment

Gain on extinguishment

of lease liability

Amortization of right of

Write off in investment of Generations

Loss on impairment of ROU asset

Gain on extinguishment of lease liability

Amortization of right-of-use asset

Bad debt expense

Write off in Investment in Generations

Deferred income taxes

Changes in operating assets

and liabilities:

Changes in operating assets and liabilities:

Accounts receivable

( 2,392,231 )

Prepaid expenses and other

current assets

Prepaid and refundable

( 1,384,306 )

( 4,472,081 )

Prepaid expenses and other current assets

Prepaid and refundable income taxes

Deposits and other assets

Accounts payable and accrued

Change in lease liability

cash provided by operating activities

Accounts payable and accrued expense

Change in lease liabilities

Deferred compensation payable

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

( 5,018,989 )

INVESTING ACTIVITIES:

Purchases of building,

machinery and equipment

from sale of investment

cash provided by (used in) investing activities

Acquisition of Second Empire

Cash paid for leasehold improvements

Purchases of building, machinery and equipment

Proceeds from sale of investment

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES

( 1,710,162 )

FINANCING ACTIVITIES:

Advances under bank

line of credit

Cash overdraft

Principal payment on

payments under bank line of credit

Proceeds from bank line of credit

Principal payments under bank line of credit

( 3,600,000 )

( 9,620,000 )

cash (used in) provided by financing activities

Principal payments on note payable

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

( 9,627,234 )

NET INCREASE (DECREASE)

NET CHANGE IN CASH AND CASH EQUIVALENTS

( 1,352,954 )

AND CASH EQUIVALENTS, BEGINNING OF YEAR

AND CASH EQUIVALENTS, END OF YEAR

Notes to Consolidated Financial Statements

HOLDING CO., INC.

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

ENDED OCTOBER 31, 2024, AND 2023

SUPPLEMENTAL DISCLOSURE

OF CASH FLOW DATA:

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

CASH AND CASH EQUIVALENTS, END OF YEAR

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

Interest paid

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Initial recognition of operating lease right-of-use asset

Initial recognition of operating lease liabilities

Sale of investment

Notes to Consolidated Financial Statements

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

1 - BUSINESS ACTIVITIES :

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:

Holding Co., Inc.

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

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

also manufactures and sells coffee roasters.

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

categories (“product lines”) as follows:

Green Coffee:

1 unchanged sentence

Label Coffee:

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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

gourmet roasters and to coffee shop operators in the United States with limited sales in Australia, Canada, England and China.

gourmet roasters and to coffee shop operators in the United States with limited sales in Australia and Canada.

Company’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually

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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 28, 2026 (see Note 7).

1 unchanged sentence

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 of October 31, 2025, the Company is in compliance with

those financial covenants.

The Company is in a net income position for the year ended October 31, 2025 of $ 1.4 million and a net working

capital surplus of $ 22.6 million.

The Company maintained a line of credit with an outstanding balance of approximately $ 6 million during

however, this borrowing capacity was supported by a substantially larger asset base, including approximately $ 20 million of

inventory and $ 12 million of accounts receivable.

The line of credit is collateralized by, and borrowed against, eligible inventory and

accounts receivable under the terms of the agreement.

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.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

months from the date the consolidated financial statements are issued.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES :

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

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.

LLC (“SONO”), Comfort Foods, Inc.

(“CFI”), which closed its manufacturing facility in October 2025, and Second

Empire, LLC (“Second Empire”).

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 (“GAAP”)

and comply with SEC reporting requirements.

OF ESTIMATES :

preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States

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 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.

preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions

that affect certain reported amounts and disclosures.

Significant 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 :

and cash equivalents consists primarily of unrestricted cash on deposit and securities with an original maturity of 3 months or less

and cash equivalents consists primarily of unrestricted cash on deposits and securities with an original maturity of 3 months or less

at financial institutions and brokerage firms.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

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

The Company maintains allowances for credit losses for

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

Management considers the following factors

when determining the collectability of specific customer accounts:

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

current 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.

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

The Company maintains allowances for credit losses for estimated

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

Management considers the following factors when determining

the collectability of specific customer accounts:

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

conditions, reasonable forecasts, 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 credit losses through a charge to earnings and a credit to a valuation allowance.

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.

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of the improvement or the lease term.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

HELD BY BROKER :

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Company recorded realized and unrealized gains and losses on these contracts as follows.

Both realized and unrealized gains and losses

are included in cost of goods sold in the accompanying financial statements.

SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

Ended October 31,

Gross realized gains

Gross realized (losses)

realized gains

realized losses

( 1,399,481 )

( 1,005,616 )

Unrealized gains (losses)

gains (losses), net

LIST AND RELATIONSHIPS :

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

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

the years ended October 31, 2025 and 2024, the Company’s management concluded that no impairment charge was necessary during the

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

During the years

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

and equipment.

the year ended October 31, 2025, the Company recorded an impairment charge related to the Comfort lease as the Company vacated the facility

prior to the end of the lease term and expects to incur approximately $ 200,000 of remaining lease obligations.

During the years ended

October 31, 2024, the Company recorded no impairment charges related to amortizable intangible assets, buildings, machinery and equipment.

ADVERTISING :

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deferred tax assets and liabilities.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

EARNINGS PER SHARE :

(loss) earnings per common share was computed by dividing net (loss) income by the sum of the weighted-average number of common shares

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

(loss) earnings per common share was computed by dividing net income (loss) by the sum of the weighted-average number of common shares

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

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

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

because they are anti-dilutive.

has 921,000 options outstanding which have not been included in the calculation of diluted 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

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

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

as of the measurement date.

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

observable through corroboration with observable market data.

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

liability at the measurement date.

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities

that the Company has the ability to access as of the measurement date.

Level 2 – inputs other than quoted prices included within Level 1 that are directly

observable for the asset or liability or indirectly observable through corroboration with

observable market data.

Level 3 – unobservable inputs for the asset or liability only used when there is little,

if any, market activity for the asset or liability at the measurement date.

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

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

RECOGNITION :

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the Securities Investor Protection Corporation (SIPC).

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

METHOD OF ACCOUNTING :

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20 % interest in Healthwise Gourmet Coffees, LLC, a distributor of low acidity coffees.

investment in this company amounted to $ 100,000 .

The loss recognized amounted to $ 25

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

The initial investment in this company amounted

to $ 100,000 .

The loss recognized amounted to $ 0 and $ 25 for the years ended October 31, 2025 and 2024, 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

significant influence over the target.

The Company accounts for these investments in accordance with ASC Topic 321 “Investments

– Equity Securities” (“ASC 321”).

In August 2021, the Company made an investment of $ 2,500,000 in an entity that

hold investments in the plant-based protein drink manufacturing industry.

The Company has determined they do not have significant influence

over the investee.

Pursuant to ASC 321, the Company has elected an alternate measurement to account for this investment at cost less

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

This investment was sold in October 2023.

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.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

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

of this investment as presented on the consolidated balance sheet at October 31, 2025 and 2024 was $ 39,651 .

are accounted for under ASC 842.

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Right of use assets also exclude lease incentives.

PRONOUCEMENTS ADOPTED

ACCOUNTING PRONOUCEMENTS -ADOPTED :

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

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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 :

The adoption of this new

guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

2023-07, which is applicable to entities with a single reportable segment, primarily requires enhanced disclosures about significant

segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 was effective for annual reporting periods

in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024.

Company adopted the guidance in ASU 2023-07 on October 1, 2024, and it is being applied retrospectively to its consolidated financial

statement disclosures.

ACCOUNTING PRONOUCEMENTS -NOT YET ADOPTED :

October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s

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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.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 is intended

to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the

rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction.

The guidance makes several other changes to the

income tax disclosure requirements.

The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning

after December 15, 2024.

The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated

financial statements and disclosures.

November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses , which is intended to provide more detailed information about specified categories

of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented

on the consolidated statement of operations.

The guidance in this ASU is effective for fiscal years beginning after December 15, 2026,

and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The amendments may be applied

either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all

prior periods presented in the consolidated financial statements.

The Company is currently evaluating the impact that the adoption of

ASU 2024-03 will have on its consolidated financial statements and disclosures.

3 - BUSINESS COMBINATION :

November 6, 2024, the Company (through its wholly-owned subsidiary, Second Empire) purchased the remaining assets of Empire Coffee Company

for $ 800,000 in a Uniform Commercial Code (“UCC”) Chapter 9 sale (the “Second Empire Acquisition”).

of Second Empire will include roasting and packing for current Company’s customers as well as customers of Empire Coffee.

of Second Empire are included in the Company’s consolidated financial statements from the date of acquisition.

Company has accounted for the Second Empire Acquisition as a business combination using the acquisition method of accounting, whereby

the total purchase price was allocated to the acquired identifiable net assets purchased in the Second Empire Acquisition based on assessments

of their respective fair values.

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

The Company has determined

that no portion of the purchase price is allocated to intangible assets as there were no acquired intangibles that are considered identifiable

under ASC 805.

Based on a fair value assessment, all value has been attributed to tangible assets.

Second Empire will operate as a 100 %

wholly owned subsidiary of the Company.

The following tables summarize the fair values of consideration transferred and the fair values

of identified assets acquired at the date of acquisition:

SCHEDULE OF BUSINESS COMBINATION

purchase price

acquired business contributed revenues of $ 4,631,862 and a loss of $ 1,300,333 to the Company for the period from November 6, 2024 to

October 31, 2025.

There were no acquisition costs incurred.

connection with this transaction, the Company entered into a 4 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 Company had its offices and production facility.

4 - INVENTORIES :

1 unchanged sentence

SCHEDULE OF INVENTORIES

Packed coffee

Roaster parts

Packaging supplies

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

4 – BUILDING, MACHINERY AND EQUIPMENT :

NOTE 5 – BUILDING,

MACHINERY AND EQUIPMENT :

machinery and equipment at October 31, 2025 and 2024 consisted of the following:

SCHEDULE OF MACHINERY AND EQUIPMENT

15 - 30 years

Machinery and equipment

Furniture and fixtures

and equipment

plant and equipment gross

Less, accumulated depreciation

accumulated depreciation

plant and equipment net

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OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable

Purchase accruals

Other accruals

7 - LINE OF CREDIT :

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

date to June 29, 2022 .

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

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

Loan Facility remain the same.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

6 - LINE OF CREDIT (cont’d):

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 %.

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.

June 27, 2024, the Organic Trading Products Trading Company, LLC (“OPTCO” and together with us, collectively referred to

herein as the “Borrowers”) entered into the Tenth Loan Modification Agreement with Webster Financial Corp.

which amended the Amended and Restated Loan and Security Agreement (“A&R Loan Agreement”) to, among other things:

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.

The average interest

for the twelve months ended October 31, 2025 was 6.98 %.

April 17, 2025, the Borrowers entered into the Eleventh Loan Modification Agreement with Webster which, among other things, amended the

A&R Loan Agreement to provide for a new loan maturity date of June 28, 2026.

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

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8 - INCOME TAXES :

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 )

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

7 - INCOME TAXES (cont’d):

Company’s provision for income taxes in 2025 and 2024 consisted of the following:

OF PROVISION FOR INCOME TAXES

for income taxes

reconciliation of the difference between the expected income tax rate using the statutory U.S.

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effective tax rate is as follows:

OF EFFECTIVE INCOME TAX RATE

Expense (Benefit) from for tax

at the federal statutory rate

$ ( 231,797 )

Goodwill impairment

Other permanent differences

Return to provision

Deferred Tax change in effective rate

State and local tax,

net of federal

Expense (Benefit from)

$ ( 268,220 )

Effective income tax

SCHEDULE OF EFFECTIVE INCOME TAX RATE

(Benefit) from for tax at the federal statutory rate

permanent differences

Tax change in effective rate

and local tax, net of federal

(Benefit from) income taxes

income tax rate

tax effects of the temporary differences that give rise to the deferred tax assets and liabilities as of October 31, 2025 and 2024 are

OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets:

Unrealized loss

Deferred rent

Deferred compensation

Net operating loss

Stock-based compensation

Total deferred tax

Deferred tax liabilities:

Intangible assets acquired

Unrealized gain

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

operating loss

deferred tax asset

tax liabilities:

assets acquired

machinery and equipment

Total deferred tax

Net deferred tax asset

deferred tax liabilities

deferred tax asset

valuation allowance was not provided at October 31, 2025 or 2024.

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planning strategies in making this assessment.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

7 - INCOME TAXES (cont’d):

upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets

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

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

had no accrued interest or penalties related to income taxes.

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

As of October 31, 2025, and 2024, the

Company had no accrued interest or penalties related to income taxes.

The Company currently has no federal or state tax examinations

Company files a U.S.

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authorities for the years before fiscal 2022.

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

$ 3,524,744 respectively ,

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.

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

of October 31, 2025, and 2024, the Company had cumulative net operating loss carryforwards of approximately $ 0

and $ 1,956,523

respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was

signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, deductions for domestic research

and development expenditures.

The Company is currently evaluating OBBBA;

however, the Company does not expect OBBBA to have a material

impact on the Company’s consolidated financial statements.

9 - COMMITMENTS AND CONTINGENCIES :

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their 21st 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.

Contributions

to the plan aggregated $ 63,095 and

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

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.

Contributions to the plan aggregated $ 114,837 and $ 63,095 for the years ended

October 31, 2025, and 2024, respectively.

10 - LEASES :

following summarizes the Company’s operating leases:

OF OPERATING LEASES

SCHEDULE OF OPERATING LEASES

operating lease assets

Current lease liability

Non-current lease liability

Total lease liability

lease liability

amortization of the right-of-use asset for the years ended October 31, 2025 and 2024 was $ 785,957 and $ 315,414 , respectively.

Weighted average remaining lease term

Weighted average discount rate

HOLDING CO., INC.

AND SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 AND 2023

9 – LEASES (cont’d):

average remaining lease term

average discount rate

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

OF MATURITY LEASE LIABILITY

Total lease payments

SCHEDULE OF MATURITY LEASE LIABILITY

lease payments

imputed interest

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.

value of operating lease liabilities

aggregate cash payments under these leasing agreements were $ 1,431,164 and $ 288,202 for the years ended October 31, 2025, and 2024, respectively.

lease payments were $ 448,765 and $ 131,490 during the years ended October 31, 2025, and 2024, respectively.

Operating lease costs were

$ 982,398 and $ 426,200 for the years ended October 31, 2025, and 2024, respectively.

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

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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.

November 2024, the Company entered into a new lease in connection with the Second Empire Acquisition.

As a result, the Company recognized

a right-of-use asset and lease liability of $ 2,113,581 in connection with such new lease.

October 2025, the Company ceased operations of its Comfort Foods manufacturing subsidiary and exited the leased facility located in North

Andover, Massachusetts.

The lease for this facility was scheduled to expire on May 31, 2028.

Upon the closure of Comfort Foods, the Company

determined that the right-of-use asset associated with the lease was fully impaired, as the facility would no longer be utilized in the

Company’s operations.

As a result, the Company recorded an impairment charge of $ 400,000 to write off the remaining ROU asset.

Based on ongoing legal discussions with the landlord and management’s estimate of the expected settlement amount, the Company reduced

the lease liability by approximately $ 200,000 , which partially offset the impairment charge.

After this adjustment, the remaining estimated

lease liability is approximately $ 200,000 , representing management’s best estimate of the Company’s remaining obligation

under the lease.

The related impairment charge is included in selling and administrative expenses in the consolidated statement of operations.

11 - RELATED PARTY TRANSACTIONS :

13 unchanged sentences

12 - STOCKHOLDERS’ EQUITY :

Treasury Stock.

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

The cost of reissued shares is determined under

the last-in, first-out method.

The cost of reissued shares is determined

under the last-in, first-out method.

The Company did not purchase any shares during the years ended October 31, 2025 and 2024.

Stock Options.

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

19, 2019, has granted 1,000,000

stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise price of $ 5.43 .

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.

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, 2025, no stock options were forfeited.

No options were granted

or expired during the years ended October 31, 2025.

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

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

As of October 31, 2025, and October 31, 2024, 921,000 options, were

Company recorded no stock-based compensation expense for the year ended October 31, 2025 and 2024, as all stock option awards were fully

4 unchanged sentences

were approximately 12.6 % of consolidated net sales or $ 12 million.

14 – SEGMENT INFORMATION :

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about

operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise

for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,

or group, in deciding how to allocate resources and assess performance.

Company’s chief operating decision maker (“CODM”) is Andrew Gordon, President, Chief Executive Officer, Chief Financial

Officer, and Director.

The Company has one reportable segment:

The Company derives revenue primarily in North America and manages

the business activities on a consolidated basis.

coffee segment derives revenue from the sale of wholesale green coffee, private label coffee and branded coffee.

Revenue for these product

lines is recognized upon shipment to the customer.

The CODM assesses performance for the coffee segment and decides how to allocate resources

based on operating income that also is reported on statement of operations as consolidated income (loss) from operations.

of segment assets is reported on the consolidated balance sheet as total consolidated assets.

evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the Trading Profit

and Operating income table below:

SCHEDULE OF SEGMENT INFORMATION

of operations

the years ended

of Goods Sold (1)

profit is included in cost of goods sold in the consolidated statement of operations.

includes officers’ salaries and selling and administrative expenses included in the

consolidated statement of operations.

CODM uses operating income (loss) to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest

profits into the coffee segment or into other parts of the entity such as for acquisitions or to pay dividends.

Intra-entity sales and

cash transfers are eliminated in operating income (loss) used by the CODM.

15 – 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.

December 2025, the Company invested $ 850,000 in The Ryl Company LLC pursuant to a subscription agreement in exchange for a non-controlling

minority interest.

The investment is passive in nature, and the Company does not participate in management or operations of The Ryl Company

January 28th, 2026, the Company’s Board of Directors approved a cash dividend of $ 0.08

per share, representing one-third of net income.

is payable on or about February 26, 2026, to shareholders of record as of February 10, 2026.

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