COFFEE HOLDING CO INC 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation 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. 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 reporting. Management 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. GAAP. 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. Material Weakness Over Financial Reporting 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 also concluded that we lacked adequate controls with respect to recording year end accruals for vendor liabilities. Accordingly, management has determined that this control deficiency constituted a material weakness. Notwithstanding 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. 24 Remediation Plan for the Material Weakness To remediate the material weaknesses identified above, we are initiating controls and procedures in order to: ● Enhance system access controls and segregation of duties through role-based access restrictions and periodic user access reviews. ● Strengthen year-end financial close and review procedures, including formalized controls over vendor accruals. The material weaknesses identified above will not be considered remediated until our remediation efforts have been fully implemented and we have concluded that these controls are operating effectively. Management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected. Changes 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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Attestation 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. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information About our Board of Directors and Management Name Age (1) Term Expires Position(s) Held With Coffee Holding Director Since Andrew Gordon 64 2027 President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director 1997 Daniel Dwyer 69 2027 Director 1998 Barry Knepper 75 2027 Director 2005 Gerard DeCapua 64 2028 Director 1997 George F. Thomas 77 2028 Director 2016 David Gordon 60 2026 Executive Vice President — Operations, Secretary and Director 1995 John Rotelli 67 2026 Director 2005 25 (1) As of January 22, 2026 The principal occupation and business experience of each director are set forth below. Unless otherwise indicated, each of the following persons has held his present position for at least the last five years. Andrew Gordon has been the Chief Executive Officer, President, Treasurer and a director of Coffee Holding since 1997 and its Chief Financial Officer since November 2004. He is responsible for managing Coffee Holding’s overall business and has worked for Coffee Holding for over 38 years, previously as a Vice President from 1993 to 1997. Mr. Gordon has worked in all capacities of Coffee Holding’s business and serves as the direct contact with its major private label accounts. Mr. Gordon received his Bachelor of Business Administration degree from Emory University. He is the brother of David Gordon. Through his experience as President and Chief Executive Officer of the Company, as well as his over 38 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 experience with, and institutional knowledge of, Coffee Holding and the industry is an integral contribution to Coffee Holding’s current successes and its ability to grow and flourish in the industry. Daniel Dwyer has served as a director of Coffee Holding since 1998. Mr. Dwyer was the Chief Executive Officer at Rothfos Corporation, a green coffee bean supplier, and prior to that, had been a senior coffee trader at Rothfos, since 1995. Mr. Dwyer was responsible for our account with Rothfos. We believe that Mr. Dwyer’s experience with the coffee industry will enable him to provide the Board with beneficial insight for Coffee Holding’s business development and strategy. Barry Knepper has served as a director of Coffee Holding since 2005. From July 2004 to the present, Mr. Knepper has been the President and Chief Executive Officer of Royalty Recovery Group, Inc., management consultant and auditors. Mr. Knepper was the Chief Financial Officer for TruFoods Corporation, a growth oriented franchise management company from April 2001 through December 2004. From January 2000 through March 2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production company. From 1982 through 1999, he served as the Chief Financial Officer of Unitel Video, Inc., a formerly publicly-traded nationwide high tech service company in the television, film and new media fields. We believe that Mr. Knepper’s diversified financial, accounting and business expertise provide him with the qualifications and skills to serve as a director. Gerard DeCapua has served as a director of Coffee Holding since 1997. Mr. DeCapua has had his own law practice in Rockville Centre, New York since 1986. Mr. DeCapua received his law degree from Pace University. We believe that Mr. DeCapua’s legal experience brings significant knowledge regarding the legal issues Coffee Holding faces and provide him with the skills and qualifications to serve as a director. George F. Thomas has served as a director of Coffee Holding since 2016. Mr. 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. From 1981 through 2007, Mr. 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. in 2014. We believe that Mr. Thomas’ financial and business experience provide him with the qualifications and skills to serve as a director. 26 David Gordon has been the Executive Vice President — Operations, Secretary and a director of Coffee Holding since 1995. 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. Mr. Gordon attended Baruch College in New York City. He is the brother of Andrew Gordon. 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. Mr. 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. John Rotelli has served as a director of Coffee Holding since 2005. Mr. 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. Mr. Rotelli is currently the Vice President of L.J. Cooper Company, one of the largest green coffee brokers and agents in North America. He also formerly served as a director of the Green Coffee Association. Mr. 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. Family Relationships Andrew Gordon and David Gordon are brothers. Other than Messrs. Gordon, there are no family relationships among any of the directors or executive officers. Corporate Governance The Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the Board does not involve itself in the day-to-day operations of Coffee Holding. Our executive officers and management oversee our day-to-day operations. Our directors fulfill their duties and responsibilities by attending meetings of the Board, which are usually held on a quarterly basis. Our directors also discuss business and other matters with other key executives and our principal external advisers (legal counsel, auditors, financial advisors and other consultants). The Board held one meeting during the fiscal year ended October 31, 2025. Except as set forth below, each director serving during the fiscal 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 respective fiscal years. Coffee Holding is committed to establishing and maintaining high standards of corporate governance. Our executive officers and the Board have worked together to construct a comprehensive set of corporate governance initiatives that we believe will serve the long-term interests of our stockholders and employees. We believe these initiatives comply fully with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives fully comply with the rules of the Nasdaq Stock Market LLC (“Nasdaq”). The Board will continue to evaluate, and improve upon as appropriate, our corporate governance principles and policies. Board Leadership Structure and Role in Risk Oversight Andrew Gordon serves as both our principal executive officer and chairman at the pleasure of the Board. The directors have determined that Mr. Gordon’s experience in our industry and in corporate transactions, and his personal commitment to Coffee Holding as an investor and employee, make him uniquely qualified to supervise our operations and to execute our business strategies. The Board is also cognizant of Coffee Holding’s relatively small size compared to its publicly traded competitors. We do not have a lead independent director. Management’s activities are monitored by standing committees of the Board, principally the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these committees is comprised solely of independent directors. For these reasons, the Board deems this leadership structure appropriate for us. 27 Code of Ethics The Board has adopted a Code of Conduct and Ethics that applies to each of our directors, officers and employees. The Code of Conduct and Ethics sets forth our policies and expectations on a number of topics, including: ● Acceptance of gifts; ● Financial responsibility regarding both personal and business affairs, including transactions with Coffee Holding; ● Personal conduct, including ethical behavior and outside employment and other activities; ● Affiliated transactions, including separate identities and usurpation of corporate opportunities; ● Preservation and accuracy of Coffee Holding’s records; ● Compliance with laws, including insider trading compliance; ● Preservation of confidential information relating to our business and that of our clients; ● Conflicts of interest; ● The safeguarding and proper use of our assets and institutional property; ● Code administration and enforcement; ● Reporting, investigating and resolving of all code violations; and ● Code-related training, certification of compliance and maintenance of code-related records. The Audit Committee of our Board reviews the Code of Conduct and Ethics on a regular basis, and will propose or adopt additions or amendments to the Code of Conduct and Ethics as appropriate. 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: David Gordon, Secretary Coffee Holding Co., Inc. 3475 Victory Boulevard Staten Island, NY 10314 We intend to satisfy the disclosure requirement under Section 5.05(c) of Form 8-K regarding an amendment to, or waiver from, a provision of our Code of Ethics by posting such information on our website. Independent Directors Our Board currently consists of seven directors, four of whom our Board has determined are independent directors. The standards relied on by the Board in affirmatively determining whether a director is “independent,” in compliance with Nasdaq’s rules, are comprised of those objective standards set forth in the rules promulgated by Nasdaq. The Board is responsible for ensuring that independent directors do not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has determined that Gerard DeCapua, Barry Knepper, John Rotelli and George F. Thomas, comprising a majority of the Board, are “independent” directors under Nasdaq’s rules. Nasdaq’s rules, as well as SEC rules, impose additional independence requirements for all members of the Audit Committee. Specifically, in addition to the “independence” requirements discussed above, “independent” audit committee members must: (1) not accept, directly or indirectly, any consulting, advisory, or other compensatory fees from Coffee Holding or any subsidiary of Coffee Holding other than in the member’s capacity as a member of the Board and any Board committee; (2) not be an affiliated person of Coffee Holding or any subsidiary of Coffee Holding; and (3) not have participated in the preparation of the financial statements of Coffee Holding or any current subsidiary of Coffee Holding at any time during the past three years. In addition, Nasdaq’s rules require that all audit committee members be able to read and understand fundamental financial statements, including Coffee Holding’s balance sheet, income statement, and cash flow statement. The Board believes that the current members of the Audit Committee meet these additional standards. 28 Furthermore, at least one member of the Audit Committee must be financially sophisticated, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, other senior officer with financial oversight responsibilities. Additionally, the SEC requires that Coffee Holding disclose whether the Audit Committee has, and will continue to have, at least one member who is a “financial expert.” The Board has determined that Barry Knepper meets the SEC’s definition of an audit committee financial expert. Committees of the Board The Board of Coffee Holding has established the following committees: Audit Committee. The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and evaluates the audit performed by our registered independent public accountants and reports to the Board any substantive issues found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties. The Board has adopted a written charter for the Audit Committee, which is available on our website at www.coffeeholding.com under “Investor Relations - Corporate Governance.” All members of the Audit Committee are independent directors as defined under Nasdaq’s listing standards. 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, 2025, and acted by written consent on one occasion. Compensation Committee. 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, 2025, and acted by written consent one time. Nominating 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. 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, 2025, and acted by written consent one time. There are no minimum qualifications that must be met by a Nominating and Corporate Governance Committee-recommended nominee. It is the policy of the Nominating and Corporate Governance Committee to recommend individuals as director nominees who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of our stockholders. 29 Stockholder Communication with the Board of Directors and Attendance at Annual Meetings The Board maintains a process for stockholders to communicate with the Board and its committees. Stockholders of Coffee Holding and other interested persons may communicate with the Board or the chairperson of the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee by writing to the Secretary of Coffee Holding at 3475 Victory Boulevard, Staten Island, NY 10314. All communications that relate to matters that are within the scope of the responsibilities of the Board will be presented to the Board no later than the next regularly scheduled meeting. Communications that relate to matters that are within the responsibility of one of the Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters that are not within the scope of the Board’s responsibilities, such as customer complaints, will be forwarded to the appropriate officer. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available to any director who wishes to review them. Directors are expected to prepare themselves for and attend all Board meetings, the Annual Meeting of Stockholders and the meetings of the committees on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. ITEM 11. EXECUTIVE COMPENSATION The summary compensation table below summarizes information concerning compensation for the fiscal years ended October 31, 2025 and 2024 of the individuals who served as President, Chief Executive Officer, Chief Financial Officer and Treasurer (Andrew Gordon) and Executive Vice President — Operations and Secretary (David Gordon). We refer to these individuals as the “Named Executive Officers.” SUMMARY COMPENSATION TABLE The following table sets forth information with respect to the compensation of our Named Executive Officers for services in all capacities to us and our subsidiaries. Name and Principal Position Year Salary (1) Bonus Stock Option Awards Non-Equity Incentive Compensation Deferred Compensation Earning All Other Compensation (2) Total Andrew Gordon, President, Chief Executive Officer 2025 $ 391,000 $ 9,000 $ - $ - $ - $ 36,432 $ 436,432 Chief Financial Officer and Treasurer 2024 $ 288,000 $ - $ - $ - $ - $ 36,432 $ 324,432 David Gordon, Executive Vice President – 2025 $ 265,000 $ 9,000 $ - $ - $ - $ 69,684 $ 343,684 Operations and Secretary 2024 $ 268,000 $ - $ - $ - $ - $ 69,684 $ 337,684 (1) The figures shown represent amounts earned for the fiscal year, whether or not actually paid during such year. 30 (2) 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. Narrative to Summary Compensation Table Overview Our Compensation Committee has responsibility for establishing, implementing and monitoring adherence with our compensation philosophy. In that regard, the Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries and benefit programs. The Compensation Committee ensures that the total compensation paid to our executive leadership team is fair and reasonable. Generally, the types of compensation and benefits provided to members of the executive leadership team, including the Named Executive Officers, are similar to those provided to our other officers and employees. Compensation Components Our compensation program for Named Executive Officers consists generally of base salary, annual bonuses and equity-based incentive compensation. These elements are intended to provide an overall compensation package that is commensurate with our financial resources, that is appropriate to assure the retention of experienced management personnel, and that aligns their financial interests with those of our stockholders. We pay our Named Executive Officers commensurate with their experience and responsibilities. Base Salary. 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. When determining the base salary for each of our Named Executive Officers, the Compensation Committee considers the performance of the Named Executive Officer, the duties of the Named Executive Officer, the experience of the Named Executive Officer in his position and salary levels of the companies in our peer group. Salary levels are also intended to reflect our financial performance. We have entered into employment agreements with each of the Named Executive Officers that provide for minimum annual base salaries. The Named Executive Officers are eligible for annual increases in their base salaries as a result of company performance, individual performance and any added responsibility since their last salary increase. Annual Bonus. Our Named Executive Officers are eligible to receive annual cash bonuses. These bonuses are intended to reward the achievement of corporate goals and individual performance objectives. The bonus levels are intended to be competitive with those typically paid by the companies in our peer group and commensurate with the Named Executive Officers’ successful execution of duties and responsibilities. Equity Compensation. At the 2013 Annual Meeting of Stockholders, our stockholders approved the 2013 Equity Compensation Plan. Through 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. As 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. 31 Implementation for Fiscal Year 2025 For the 2025 fiscal year, Andrew Gordon initially received a base salary of $274,000. Effective March 1, 2025, his base salary was increased to $450,000. Andrew Gordon received an annual bonus of $9,000. David Gordon received a base salary of $265,000 and an annual bonus of $9,000. 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. Compensation Decision-Making Policies and Procedures Decision-Making 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. The Compensation Committee provides advice and makes recommendations to our Board in the areas of employee salaries and benefit programs. Compensation may consist of three components: (1) base salary; (2) bonuses; and (3) long-term incentives (e.g., deferred compensation and fringe benefits). The Compensation Committee generally meets at least once each year or acts by written consent. It considers the expectations of the Chief Executive Officer with respect to his own compensation and his recommendations with respect to the compensation of more junior executive officers, as well as empirical data on compensation practices at peer group companies. The Compensation Committee does not delegate its duties to others. Employment Agreements We have entered into employment agreements with Andrew Gordon to secure his continued service as President, Chief Executive Officer, Chief Financial Officer and Treasurer (the “Andrew Gordon Employment Agreement”) and with David Gordon to secure his continued service as Executive Vice President — Operations and Secretary (the “David Gordon Employment Agreement”, and together with the Andrew Gordon Employment Agreement, the “Employment Agreements”). These Employment Agreements have rolling five-year terms that each began on May 6, 2005. The term of the Employment Agreements may be converted to a fixed five-year term by the decision of our Board or the applicable executive. The Employment Agreements provide for minimum annual salaries, discretionary cash bonuses, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans for the executive. The Employment Agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage for the executives throughout the employment term and thereafter for so long as the executives are subject to liability for such service as an executive, to the extent permissible by the Nevada Revised Statutes. The terms of the Employment Agreements provide that each executive will be entitled to severance benefits if his employment is terminated without “cause” or if he resigns for “good reason” or following a “change in control” (as such terms will be defined in the Employment Agreements) equal to the value of the cash compensation and fringe benefits that he would have received if he had continued working for the remaining unexpired term of the agreement. The Employment Agreements also provide the executives with uninsured disability benefits. During the term of the Employment Agreements and, in case of discharge of such executive with “cause” or resignation by such executive without “good reason,” for a period of one year thereafter, the executives are subject to (1) restrictions on competition with us; and (2) restrictions on the solicitation of our customers and employees. For all periods during and after the term of the employment agreements, the executives are subject to nondisclosure and restrictions relating to our confidential information and trade secrets. 32 The Employment Agreements provide that in the event an executive’s employment is terminated in connection with a change in control under circumstances entitling him to severance benefits, and it is determined that the executive would be subject to a 20% excise tax imposed by Section 4999 of the Code which applies to certain “excess parachute payments” (the “Excise Tax”), we will pay the executive a “Tax Indemnity Payment” such that the net amount received by the executive after payment of such Excise Tax, and any federal, Medicare and state and local income taxes and Excise Tax upon the Tax Indemnity Payment, will be equal to the payments the executive would have retained had there been no Excise Tax. The effect of this provision is that we, and not the executives, bear the financial cost of the Excise Tax. In accordance with Section 280G of the Code, we cannot claim a federal income tax deduction for payments subject to the Excise Tax, including the Tax Indemnity Payment. Potential Payments Upon a Change of Control Under the 2013 Equity Compensation Plan, in the event of a change in control (as defined in the 2013 Equity Compensation Plan), the Compensation Committee may, at the time of the grant of an award provide for, among other things, the (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and stock appreciation rights to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or stock appreciation right in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) redeem any restricted stock, restricted stock unit, performance share or performance unit for cash and/or other substitute consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control; (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. Other than the severance benefits described under “Employment Agreements” and the potential payments described under “Potential Payments Upon a Change of Control” above, we do not maintain contracts, agreements, plans or arrangements that provide for payments to the Named Executive Officers at, following, or in connection with any termination of employment. Deferred Compensation Plan for Executive Officers In January 2005, we established the Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan for Named Executive Officers. Currently, Andrew Gordon is the only participant in the plan. Each Named Executive Officer who participates in the plan may defer receipt of all or a portion of his annual cash compensation received from Coffee Holding. The deferred amounts are allocated to a deferral account and credited with interest according to the investment classifications made available by the Board. The plan is an unfunded, non-qualified plan that provides for distribution of the amounts deferred to participants or their designated beneficiaries upon the occurrence of certain events. The amounts deferred, and related investment earnings, are held in a corporate account for the benefit of participating Named Executive Officers until such amounts are distributed pursuant to the terms of the plan. The deferred compensation payable represents the liability due to the Chief Executive Officer of the Company. The amounts were $129,646 and $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. 33 Other Compensation and Benefits Retirement Savings, Health, and Welfare Benefits The Company has a 401(k) Retirement Plan, which covers all the full-time employees who have completed one year of service and have reached their 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. Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding stock options awarded to each of our Named Executive Officers as of October 31, 2025. Number of Securities Underlying Unexercised Options Option exercise Option expiration Name Exercisable Unexercisable price date Andrew Gordon 349,000 (1) - $ 5.43 4/18/2029 David Gordon 281,000 (1) - $ 5.43 4/18/2029 (1) Represents outstanding stock options granted to current or former employees and directors of the Company pursuant to its 2013 Equity Compensation Plan. Equity Compensation Plan Information The following table sets forth information regarding outstanding stock options and rights and shares reserved for future issuance under our existing equity compensation plans as of October 31, 2025. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (a) (b) (c) Equity compensation plans approved by stockholders 921,000 $ 5.43 - Equity compensation plans not approved by stockholders - $ - - Total 921,000 $ 5.43 - *During the years ended October 31, 2025 and 2024, employees forfeited 0 and 79,000 stock options, respectively. 34 DIRECTOR COMPENSATION Non-employee directors receive $800 per Board meeting and committee meeting attended in person and $400 per each Board meeting and committee meeting attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs incurred in connection with attendance at Board and committee meetings. Total directors’ meeting and committee fees for the fiscal years ended October 31, 2025 and 2024, were $9,600 and $13,600, respectively. We do not compensate our employee directors for service as directors. Directors are also entitled to the protection of certain indemnification provisions in our Amended and Restated Articles of Incorporation and Bylaws. The following table sets forth information regarding compensation earned by our non-employee directors during the 2025 fiscal year. DIRECTOR COMPENSATION TABLE Name Fees Earned or Paid in Cash (1) ($) Stock Options (2) All Other Compensation ($) Total ($) Gerard DeCapua $ 3,200 $ - $ - $ 3,200 Daniel Dwyer $ - $ - $ - $ - Barry Knepper $ 3,200 $ - $ - $ 3,200 John Rotelli $ 800 $ - $ - $ 800 George F. Thomas $ 2,400 $ - $ - $ 2,400 (1) Meeting fees earned during the fiscal year, whether such fees were paid currently or deferred. (2) 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: No. of Shares Gerard DeCapua 100 Daniel Dwyer 5,900 Barry Knepper 22,172 John Rotelli 6,548 George F. Thomas 5,000 35 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners and Management The following table shows the number of shares of Coffee Holding’s common stock, par value $0.001 per share, beneficially owned by (i) each person known to be the owner of 5% or more of our common stock, (ii) each director, (iii) the Named Executive Officers and (iv) all directors and executive officers of Coffee Holding as a group, as of January 22, 2026. The percent of common stock outstanding was based on a total of 5,708,599 shares of Coffee Holding’s common stock outstanding as of January 22, 2026. Except as otherwise indicated, each person shown in the table has sole voting and investment power with respect to the shares of common stock listed next to his name. The address for each person shown in the table is c/o Coffee Holding Co., Inc., 3475 Victory Boulevard, Staten Island, New York 10314, unless otherwise indicated. Name Position Amount and Nature of Beneficial Ownership Percent of Common Stock Outstanding (%)(1) Directors and Executive Officers Andrew Gordon President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director 661,750 (2) 11.6 % David Gordon Executive Vice President — Operations, Secretary and Director 655,037 (3) 11.5 % Gerard DeCapua Director 14,100 (4) * Daniel Dwyer Director 19,900 (5) * Barry Knepper Director 36,172 (6) * John Rotelli Director 20,548 (7) * George F. Thomas Director 8,600 (8) * All directors and executive officers as a group (7 persons) 1,416,107 24.4 % 5% or More Holders Renaissance Technologies LLC 443,764 (9) 5.5 % * Less than 1% (1) 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. (2) Includes 39,000 shares owned by Mr. A. Gordon directly, a stock option to purchase 349,000 shares held directly by Mr. A Gordon, and 273,750 shares owned indirectly by Mr. A. Gordon through A. Gordon Family Ventures LLC. (3) Includes 374,037 shares of common stock owned by Mr. D. Gordon directly, and a stock option to purchase 281,000 shares of common stock owned directly by Mr. D. Gordon. (4) Includes 100 shares of common stock and an option to purchase 14,000 shares owned directly by Mr. DeCapua. (5) Includes 5,900 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr. Dwyer. (6) Includes 22,172 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr. Knepper. (7) Includes 6,548 shares of common stock and an option to purchase 14,000 shares of common stock owned directly by Mr. Rotelli. (8) 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. Thomas directly, and 600 shares owned by Mr. Thomas’ wife. (9) 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 November 13, 2025. 36 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The following is a summary of transactions since November 1, 2023 and all currently proposed transactions, to which JVA has been a participant, in which: ● The 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; and ● Any 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. Director Independence See Part III, Item 10. “Corporate Governance.” ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Fees Billed to the Company in fiscal years 2025 and 2024 The 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. Fiscal Year 2025 2024 Audit Fees (1) $ 403,000 265,000 Tax Fees - 40,000 All Other Fees - 50,000 Total $ 403,000 355,000 (1) Audit fees consisted of work performed in connection with the audit of the consolidated financial statements as well as work generally only the independent auditors can reasonably be expected to provide, such as quarterly reviews and review of our Annual Reports on Form 10-K. Audit Committee Pre-Approval Policy The Audit Committee, or a designated member of the Audit Committee, shall preapprove all auditing services and permitted non-audit services (including the fees and terms) to be performed for Coffee Holding by our registered independent public accountants, subject to the de minimis exceptions for non-audit services that are approved by the Audit Committee prior to completion of the audit, provided that: (1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by Coffee Holding to its registered independent public accountant during the fiscal year in which the services are provided; (2) such services were not recognized by Coffee Holding at the time of the engagement to be non-audit services; and (3) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee. All of the services set forth in the table above were preapproved by the Audit Committee. 37 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) List of Documents filed as part of this Annual Report (1) Financial Statements The 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. (2) Financial Statement Schedules None. (3) List of Exhibits (a) Exhibits The 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. Exhibit No. Description 2.1 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. 2.2 Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc. and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 20, 2004. 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on May 2, 2005. 3.2 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 20, 2023). 4.1 Form of Stock Certificate of the Company (incorporated herein by reference to the Company’s Registration Statement on Form SB-2 filed on June 24, 2004. 4.2 Description of Capital Stock (incorporated herein by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed on February 9, 2024). 10.1 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. 38 10.2 First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc. Certain portions of Exhibit 10.4 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. 10.3 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. 10.4 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. 10.5 Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-QSB filed on June 14, 2005. 10.6 2013 Equity Compensation Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement filed on February 28, 2013. 10.7 Amended and Restated Loan and Security Agreement, dated April 25, 2017, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2017). 10.8 Guaranty Agreement, dated April 25, 2017, made by each of Sonofresco, LLC and Comfort Foods, Inc in favor of Sterling National Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 28, 2017). 10.9 Loan Modification Agreement and Waiver, dated March 23, 2018, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 27, 2018). 10.10 Form of Incentive Stock Option Agreement to the Company’s 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 29, 2019). 10.11 Form of Non-Qualified Stock Option Award Agreement to the Company’s 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on June 29, 2019). 10.12 Loan Modification Agreement and Waiver, dated March 13, 2020, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on March 16, 2020). 10.13 Lease, dated September 22, 2021, by and among Coffee Holding Co., Inc. and Our Two Buddies, LLC, TANJ Properties, LLC and VGM Realty Services, LLC (incorporated herein by reference to Exhibit 10.26 (listed as Exhibit 10.6) to the Company’s Annual Report on Form 10-K filed on January 31, 2022). 39 10.14 Loan Modification Agreement, dated June 28, 2022, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank (incorporated herein by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on February 9, 2024). 10.15 Loan Modification Agreement, dated March 15, 2023, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank (incorporated herein by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed on February 9, 2024). 10.16 Loan Modification Agreement, dated June 27, 2024, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 2, 2024). 10.17 Eleventh 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). 10.18 Lease, 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) 10.19 Commencement Date Agreement, dated November 7, 2024, by and between Coffee Holding Co., Inc. and 21 Grace Church Street Realty LLC. (incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on January 31, 2025) 10.20 Secured 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) 21.1 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) 23.1 Consent of CBIZ CPAs P.C.* 23.2 Consent of Marcum LLP* 31.1 Principal Executive Officer and Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Principal Executive Officer and Principal Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97 Coffee Holding Co., Inc. Compensation Recovery Plan (incorporated herein by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on February 9, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith **Furnished herewith ITEM 16. FORM 10-K SUMMARY None. 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January 28, 2026. COFFEE HOLDING CO., INC. By: /s/ Andrew Gordon Andrew Gordon President, Chief Executive Officer Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Andrew Gordon President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director January 28, 2026 Andrew Gordon (principal executive officer and principal financial and accounting officer) /s/ David Gordon Executive Vice President – Operations, Secretary and Director January 28, 2026 David Gordon /s/ Gerard DeCapua Director January 28, 2026 Gerard DeCapua /s/ Daniel Dwyer Director January 28, 2026 Daniel Dwyer /s/ Barry Knepper Director January 28, 2026 Barry Knepper /s/ John Rotelli Director January 28, 2026 John Rotelli /s/ George Thomas Director January 28, 2026 George Thomas 41 COFFEE HOLDING CO., INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PAGE FINANCIAL STATEMENTS: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – CBIZ CPA’S P.C. (PCAOB Number 199 ) F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – MARCUM LLP (PCAOB Number 688 ) F-3 CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2025 AND 2024 F-4 CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2025 AND 2024 F-5 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - YEARS ENDED OCTOBER 31, 2025 AND 2024 F-6 CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2025 AND 20234 F-7 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Coffee Holding Co., Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Coffee Holding Co., Inc. (the “Company”) as of October 31, 2025, 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. Basis for Opinion These 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. The Company 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. Our 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. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ CBIZ CPAs P.C. CBIZ CPAs P.C. We 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). New York, NY January 28, 2026 F- 2 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Coffee Holding Co., Inc. Opinion on the Financial Statements We 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. Basis for Opinion These 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. The Company 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. Our 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. /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2013 to 2021 and subsequently reappointed in 2022 through February 2025. New York, NY January 31, 2025 F- 3 COFFEE HOLDING CO., INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS OCTOBER 31, 2025 AND 2024 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 701,872 $ 1,381,023 Accounts receivable, net of allowances of $ 313,000 and $ 144,000 for 2025 and 2024 12,093,251 9,367,338 Inventories 20,446,481 15,705,984 Due from broker 1,424,036 1,466,059 Prepaid expenses and other current assets 594,360 167,207 Prepaid and refundable income taxes 180,916 285,439 TOTAL CURRENT ASSETS 35,440,916 28,373,050 Building, machinery, and equipment, net 3,463,072 3,221,865 Customer list and relationships, net of accumulated amortization of $ 316,250 and $ 285,750 for 2025 and 2024, respectively 123,750 154,250 Trademarks and tradenames 327,000 327,000 Equity method investments 39,651 39,651 Right of use asset 2,084,175 1,166,537 Deferred income tax assets - net 229,899 592,398 Deposits and other assets 339,909 135,937 TOTAL ASSETS $ 42,048,372 $ 34,010,688 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 5,641,836 $ 5,743,899 Line of credit 6,050,000 - Due to broker 303,813 794,804 Lease liabilities - current portion 811,975 307,364 TOTAL CURRENT LIABILITIES 12,807,624 6,846,067 Lease liabilities - long term 1,530,096 865,668 Deferred compensation payable 129,646 121,386 TOTAL LIABILITIES 14,467,366 7,833,121 Commitments and Contingencies (Note 9) - STOCKHOLDERS’ EQUITY: Coffee Holding Co., Inc. stockholders’ equity: Preferred stock, par value $ .001 per share; 10,000,000 shares authorized; none issued - $ - Common stock, par value $ .001 per share; 30,000,000 shares authorized, 6,633,930 shares issued for 2024 and 2023; 5,708,599 shares outstanding for 2025 and 2024 6,634 6,634 Additional paid in capital 19,094,618 19,094,618 Retained earnings 13,113,314 11,709,875 Less: common stock held in treasury, at cost; 925,331 shares for 2025 and 2024 ( 4,633,560 ) ( 4,633,560 ) TOTAL STOCKHOLDERS’ EQUITY $ 27,581,006 $ 26,177,567 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 42,048,372 $ 34,010,688 See Notes to Consolidated Financial Statements F- 4 COFFEE HOLDING CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED OCTOBER 31, 2025 AND 2024 2025 2024 NET SALES 96,283,547 78,562,298 COST OF SALES 80,868,881 62,520,529 GROSS PROFIT $ 15,414,666 16,041,769 OPERATING EXPENSES: Selling and administrative 12,418,640 12,457,268 Officers’ salaries 843,666 620,943 TOTAL 13,262,306 13,078,211 INCOME FROM OPERATIONS 2,152,360 2,963,558 OTHER INCOME (EXPENSE): Interest income 20 34,430 Gain on extinguishment of lease - 210,567 Other income 10,000 99,734 Interest expense ( 241,252 ) ( 240,390 ) TOTAL ( 231,232 ) 104,341 INCOME BEFORE INCOME TAX 1,921,128 3,067,899 Income Tax Provision 517,689 849,885 NET INCOME 1,403,439 2,218,014 Basic and diluted income per share 0.25 0.39 Weighted average common shares outstanding: Basic and diluted 5,708,599 5,708,599 See Notes to Consolidated Financial Statements F- 5 COFFEE HOLDING CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY YEARS ENDED OCTOBER 31, 2025 AND 2024 Shares Amount Shares Amount Capital Earnings Interest Total Common Stock Treasury Stock Additional Paid-in Retained Non-controlling Shares Amount Shares Amount Capital Earnings Interest Total Balance October 31, 2023 5,708,599 6,634 925,331 ( 4,633,560 ) 19,094,618 9,491,861 ( 244,462 ) 23,715,091 Write off of investment in Generations - - - - - - 244,462 244,462 Net income - - - - - 2,218,014 - 2,218,014 Balance, October 31, 2024 5,708,599 6,634 925,331 ( 4,633,560 ) 19,094,618 11,709,875 - 26,177,567 Balance 5,708,599 6,634 925,331 ( 4,633,560 ) 19,094,618 11,709,875 - 26,177,567 Net income - - - - - 1,403,439 - 1,403,439 Balance, October 31, 2025 5,708,599 6,634 925,331 ( 4,633,560 ) 19,094,618 13,113,314 - 27,581,006 Balance 5,708,599 6,634 925,331 ( 4,633,560 ) 19,094,618 13,113,314 - 27,581,006 See Notes to Consolidated Financial Statements F- 6 COFFEE HOLDING CO., INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED OCTOBER 31, 2025 AND 2024 2025 2024 OPERATING ACTIVITIES: Net income 1,403,439 2,218,014 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 699,455 610,016 Unrealized loss on commodities – net ( 448,969 ) ( 617,902 ) Loss on equity method investments - 25 Loss on impairment of ROU asset 209,986 - Gain on extinguishment of lease liability - ( 210,567 ) Amortization of right-of-use asset 785,957 315,414 Bad debt expense 197,903 - Write off in Investment in Generations - ( 99,734 ) Deferred income taxes 362,499 749,009 Changes in operating assets and liabilities: Accounts receivable ( 2,392,231 ) ( 1,384,306 ) Inventories ( 4,472,081 ) 3,280,555 Prepaid expenses and other current assets ( 427,153 ) 246,545 Prepaid and refundable income taxes 104,523 80,437 Deposits and other assets ( 203,972 ) ( 6,414 ) Accounts payable and accrued expense ( 102,063 ) 538,321 Change in lease liabilities ( 744,542 ) ( 288,202 ) Deferred compensation payable 8,260 - NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES ( 5,018,989 ) 5,431,211 INVESTING ACTIVITIES: Acquisition of Second Empire ( 800,000 ) - Cash paid for leasehold improvements ( 718,570 ) - Purchases of building, machinery and equipment ( 191,592 ) ( 306,931 ) Proceeds from sale of investment - 3,150,000 NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES ( 1,710,162 ) 2,843,069 FINANCING ACTIVITIES: Proceeds from bank line of credit 9,650,000 - Principal payments under bank line of credit ( 3,600,000 ) ( 9,620,000 ) Principal payments on note payable - ( 7,234 ) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 6,050,000 ( 9,627,234 ) NET CHANGE IN CASH AND CASH EQUIVALENTS ( 679,151 ) ( 1,352,954 ) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 1,381,023 2,733,977 CASH AND CASH EQUIVALENTS, END OF YEAR 701,872 1,381,023 SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: Cash paid for income taxes - 112,294 Interest paid 199,599 286,754 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Initial recognition of operating lease right-of-use asset 2,113,581 633,824 Initial recognition of operating lease liabilities 2,113,581 632,490 See Notes to Consolidated Financial Statements F- 7 NOTE 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. The Company also manufactures and sells coffee roasters. The Company’s core product, coffee, can be summarized and divided into three product categories (“product lines”) as follows: Wholesale Green Coffee: unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators; Private 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; and, Branded Coffee: 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. The Company’s private label and branded coffee sales are primarily to customers that are located throughout the United States with limited sales in Canada and certain countries in Asia. Such customers include supermarkets, wholesalers, and individually-owned and multi-unit retailers. The Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold primarily to specialty gourmet roasters and to coffee shop operators in the United States with limited sales in Australia and Canada. The Company’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually but incur selling, general and administrative expenses in the aggregate. There are no individual product managers and discrete financial information is not available for any of the product lines. The Company’s product portfolio is used in one business and it operates and competes in one business activity and economic environment. In addition, the three product lines share customers, manufacturing resources, sales channels, and marketing support. Thus, the Company considers the three product lines to be one single reporting segment. On September 29, 2022, the Company entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among the Company, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein. Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”). As a result of the Merger, each issued and outstanding share of the Company’s common stock, $ 0.001 par value per share, would be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $ 0.0001 of Pubco. There was a shareholder vote in April 2024 on the Merger Agreement that did not pass. On June 21, 2024, the Company terminated the Merger Agreement. No early termination penalties were payable by the Company upon termination of the Merger Agreement. Liquidity The Company’s line of credit will become due June 28, 2026 (see Note 7). The agreement requires the Company to maintain compliance with certain financial covenants computed on a quarterly and annual basis. 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 the year; 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 consolidated financial statements are issued. F- 8 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES : BASIS OF PRESENTATION : The consolidated financial statements include the accounts of the Company, Organic Products Trading Company, LLC (“OPTCO”), Sonofresco 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. USE OF ESTIMATES : The 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. CASH AND CASH EQUIVALENTS : Cash 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. ACCOUNTS RECEIVABLE : Trade 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. 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. The reserve for sales discounts represents the estimated discount that customers will take upon payment. The reserve for other allowances represents the estimated amount of returns, slotting fees and volume based discounts estimated to be incurred by the Company from its customers. The allowances are summarized as follows: SCHEDULE OF ACCOUNTS RECEIVABLE 2025 2024 Allowance for credit losses 234,000 65,000 Reserve for other allowances 35,000 35,000 Reserve for sales discounts 44,000 44,000 Totals 313,000 144,000 F- 9 INVENTORIES : Inventories are stated at the lower of cost (first in, first out basis) or net realizable value, including provisions for obsolescence commensurate with known or estimated exposures. There are no reserves for obsolescence as of October 31, 2025, and 2024. BUILDING, MACHINERY AND EQUIPMENT : Building, machinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Purchases of buildings, machinery and equipment and additions and betterments which substantially extend the useful life of an asset are capitalized at cost. Expenditures which do not materially prolong the normal useful life of an asset are charged to operations as incurred. The Company also provides for amortization of leasehold improvements which are depreciated over the shorter of the useful life of the improvement or the lease term. COMMODITIES HELD BY BROKER : The commodities held at broker represent the market value of the Company’s trading account, which consists of option and future contracts for coffee held with a brokerage firm. The Company uses options and futures contracts, which are not designated or qualifying as hedging instruments, to partially hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are level 1 investments recognized at fair value in the consolidated financial statements with current recognition of gains and losses on such positions. The Company’s accounting for options and futures contracts may impact earnings volatility in any particular period. We record all open contract positions on our consolidated balance sheets at fair value in the due from and due to broker line items and typically do not offset these assets and liabilities. The Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included in the statement of operations as a component of cost of sales. The 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 2025 2024 Year Ended October 31, 2025 2024 Gross realized gains 4,080,063 1,968,168 Gross realized losses ( 1,399,481 ) ( 1,005,616 ) Unrealized gains (losses), net ( 872,613 ) 617,902 Total 1,807,969 1,580,454 F- 10 CUSTOMER LIST AND RELATIONSHIPS : Customer list and relationships consist of a specific customer lists and customer contracts obtained by the Company in the acquisition of OPTCO, Comfort Foods and Sonofresco which are being amortized on the straight-line method over their estimated useful life of twenty years . Amortization expense for the years ended October 31, 2025, and 2024 was $ 30,500 . TRADEMARKS : The Company has determined that its trademarks, which consist of product lines, trade names and packaging designs have indefinite useful lives. Trademarks are tested for impairment at least annually or when circumstances indicate that the carrying amount of the trademarks exceed fair value. The Company performs its annual impairment test on October 31 of each year by first performing a qualitative assessment to determine if it is more likely than not that the carrying amounts exceed the fair values. Depending on the outcome of our qualitative assessment, we may perform a quantitative assessment to determine if the carrying amounts exceed the fair values on the assessment date. During the years ended October 31, 2025 and 2024, the Company’s management concluded that no impairment charge was necessary during the years then ended. IMPAIRMENT OF LONG-LIVED ASSETS : The Company assesses the impairment of long-lived assets used in operations, primarily buildings, machinery and equipment as well as intangible assets subject to amortization, when events and circumstances indicate that the carrying value amounts of these assets might not be recoverable. For purposes of evaluating the recoverability of buildings, machinery and equipment and amortizable intangible assets, the undiscounted cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying amounts of the assets exceed the undiscounted cashflows, then the related assets will be written down to fair value, if less. During the year ended October 31, 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 : The Company expenses the cost of advertising and promotion as incurred. Advertising costs charged to operations totaled $ 70,751 and $ 32,455 for the years ended October 31, 2025 and 2024, respectively. F- 11 INCOME TAXES : The Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in deferred tax assets and liabilities. EARNINGS PER SHARE : Basic (loss) earnings per common share was computed by dividing net income (loss) by the sum of the weighted-average number of common shares outstanding. 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. The Company has 921,000 options outstanding which have not been included in the calculation of diluted earnings per share because they are anti-dilutive. The weighted average common shares outstanding used in the computation of basic and diluted (loss) earnings per share were 5,708,599 for the years ended October 31, 2025 and 2024. FAIR VALUE OF FINANCIAL INSTRUMENTS : The carrying amounts of cash, accounts receivable, notes due to/(from) broker and accounts payable approximate fair value because of the short-term nature of these instruments. The carrying amount of the bank line of credit approximates fair value because the debt is based on current rates at which the Company could borrow funds with similar remaining maturities. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instruments when available. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The Company measures fair value as required by Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● A) 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. ● B) 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. ● C) 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. The hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. F- 12 REVENUE RECOGNITION : The Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”) Accounting Codification (“ASC”) Topic 606 (“ASC 606”) in which the Company evaluates the transfer of promised goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The following table presents revenues by product line for the years ended October 31, 2025 and 2024. SCHEDULE OF REVENUE 2025 2024 Green 31,270,628 31,177,003 Packed 65,012,919 47,385,295 Totals 96,283,547 78,562,298 Revenues 96,283,547 78,562,298 Revenue for these product lines is recognized upon shipment to the customer. SHIPPING AND HANDLING FEES AND COSTS : Revenue earned from shipping and handling fees is reflected in net sales. Costs associated with shipping product to customers aggregating approximately $ 4,000,000 and $ 2,700,000 for the years ended October 31, 2025 and 2024, respectively, is included in cost of sales. CONCENTRATION OF RISK : Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions and brokerage firms. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At October 31, 2025 and 2024, the Company had approximately $ 450,000 and $ 780,000 in excess of FDIC insured limits, respectively. The accounts at the brokerage firm contain cash and securities. Balances are insured up to $ 500,000 , with a limit of $ 100,000 for cash, by the Securities Investor Protection Corporation (SIPC). EQUITY METHOD OF ACCOUNTING : Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company . Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s consolidated Balance Sheets and consolidated Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Loss from equity method investments” in the consolidated Statements of Operations. The Company’s carrying value in an equity method Investee company is reflected in the caption “Equity method investments” in the Company’s consolidated Balance Sheets. F- 13 The Company’s equity method investments consist of the following: (1) 20 % interest in Healthwise Gourmet Coffees, LLC, a distributor of low acidity coffees. The initial investment in this company amounted to $ 100,000 . The loss recognized amounted to $ 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, 2025 and 2024 was $ 39,651 . LEASES : Leases are accounted for under ASC 842. The Company determines if an arrangement is or contains a lease at inception. The Company’s operating lease arrangements are comprised of real estate and facility leases. Right of use assets represent the Company’s right to use the underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of the lease payments over the lease term. As the Company’s leases do not provide an implicit rate and the implicit rate is not readily determinable, the Company estimates its incremental borrowing rate based on the information available at the measurement date in determining the present value of the lease payments. Right of use assets also exclude lease incentives. RECENT ACCOUNTING PRONOUCEMENTS -ADOPTED : The Company follows the FASB Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326).” This guidance requires entities to use a current expected credit loss impairment model rather than incurred losses. The Company considers factors such as credit quality, age of balances, historical experience and current and future economic conditions that may affect the Company’s expectation of collectability in determining the allowance for credit losses. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . ASU 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. The Company adopted the guidance in ASU 2023-07 on October 1, 2024, and it is being applied retrospectively to its consolidated financial statement disclosures. RECENT ACCOUNTING PRONOUCEMENTS -NOT YET ADOPTED : In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This standard affects a wide variety of Topics in the Codification. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures. In 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. F- 14 In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): 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. NOTE 3 - BUSINESS COMBINATION : On 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”). Operations of Second Empire will include roasting and packing for current Company’s customers as well as customers of Empire Coffee. The results of Second Empire are included in the Company’s consolidated financial statements from the date of acquisition. The 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 Accounts Receivable 531,585 Inventory 268,415 Total purchase price 800,000 The 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. In 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. F- 15 NOTE 4 - INVENTORIES : Inventories at October 31, 2025 and 2024 consisted of the following: SCHEDULE OF INVENTORIES October 31, 2025 October 31, 2024 Packed coffee $ 1,767,614 $ 2,025,335 Green coffee $ 16,551,660 11,525,118 Roasters and parts $ 429,466 469,849 Packaging supplies $ 1,697,741 1,685,682 Totals $ 20,446,481 $ 15,705,984 Inventories $ 20,446,481 $ 15,705,984 NOTE 5 – BUILDING, MACHINERY AND EQUIPMENT : Building machinery and equipment at October 31, 2025 and 2024 consisted of the following: SCHEDULE OF MACHINERY AND EQUIPMENT Estimated Useful Life 2025 2024 Improvements 15 - 30 years 1,043,050 279,813 Building 31 years 900,321 900,321 Machinery and equipment 7 years 8,805,748 8,673,925 Furniture and fixtures 7 years 1,359,202 1,359,203 Property plant and equipment gross 12,108,321 11,213,262 Less: accumulated depreciation 8,645,249 7,991,397 Property plant and equipment net 3,463,072 3,221,865 Depreciation expense totaled $ 668,955 and $ 579,515 for the years ended October 31, 2025 and 2024, respectively. NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES : Accounts payable and accrued expenses at October 31, 2025 and 2024 consisted of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 2025 2024 Accounts payable 2,122,567 2,944,905 Purchase accruals 3,314,607 2,408,749 Other accruals 204,662 390,245 Totals 5,641,836 5,743,899 F- 16 NOTE 7 - LINE OF CREDIT : On 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. (“Webster”) which amended the Amended and Restated Loan and Security Agreement (“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. The average interest for the twelve months ended October 31, 2025 was 6.98 %. On 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. Each of the A&R Loan Facility and A&R Loan Agreement contains covenants, subject to certain exceptions, that place annual restrictions on the Borrowers’ operations, including covenants relating to debt restrictions, capital expenditures, indebtedness, minimum deposit restrictions, tangible net worth, net profit, leverage, employee loan restrictions, dividend and repurchase restrictions (common stock and preferred stock), and restrictions on intercompany transactions. The outstanding balance on the Company’s line of credit was $ 6,050,000 and $ 0 as of October 31, 2025, and October 31, 2024, respectively. NOTE 8 - INCOME TAXES : The Company’s provision for income taxes in 2025 and 2024 consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2025 2024 Current: Federal 128,205 82,332 State and local 26,985 18,544 Total 155,190 100,876 Deferred: Federal 293,573 611,317 State and local 68,926 137,692 Total 362,499 749,009 Provision for income taxes 517,689 849,885 F- 17 A reconciliation of the difference between the expected income tax rate using the statutory U.S. federal tax rate and the Company’s effective tax rate is as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE 2025 2024 Expense (Benefit) from for tax at the federal statutory rate 398,932 644,259 Other permanent differences 2,137 23,718 Return to provision 6,083 29,959 Deferred Tax change in effective rate 26,567 6,838 State and local tax, net of federal 83,970 145,111 Expense (Benefit from) income taxes 517,689 849,885 Effective income tax rate 27 % 28 % The tax effects of the temporary differences that give rise to the deferred tax assets and liabilities as of October 31, 2025 and 2024 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2025 2024 Deferred tax assets: Accounts receivable 79,565 37,051 Unrealized loss 90,792 - Deferred rent 2,790 942 Deferred compensation 32,737 31,233 Net operating loss - 503,413 Stock-based compensation 638,115 645,892 Inventory 120,742 93,879 Total deferred tax asset 964,741 1,312,410 Deferred tax liabilities: Intangible assets acquired 116,330 95,347 Unrealized gain - 132,625 Buildings, machinery and equipment 618,512 492,040 Total deferred tax liabilities 734,842 720,012 Net deferred tax asset 229,899 592,398 A valuation allowance was not provided at October 31, 2025 or 2024. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. F- 18 Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are expected to be deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced. As of October 31, 2025 and 2024, the Company did no t have any unrecognized tax benefits or open tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of 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 in progress. The Company files a U.S. federal income tax return and California, Colorado, Connecticut, Florida, Idaho, Illinois, Kansas, Louisiana, Michigan, Massachusetts, Montana, New Jersey, New York, New York City, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Virginia state tax returns. The Company’s federal income tax return is no longer subject to examination by the federal taxing authority for years before fiscal 2022. The Company’s California, Colorado and New Jersey and Texas income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2022. The Company’s Oregon, New York, Kansas, South Carolina, Rhode Island, Connecticut and Michigan income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal 2022. As 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. NOTE 9 - COMMITMENTS AND CONTINGENCIES : The Company has a 401(k) Retirement Plan, which covers all the full-time employees who have completed one year of service and have reached their 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 $ 114,837 and $ 63,095 for the years ended October 31, 2025, and 2024, respectively. NOTE 10 - LEASES : The following summarizes the Company’s operating leases: SCHEDULE OF OPERATING LEASES 2025 2024 Right-of-use operating lease assets 2,084,175 1,166,537   Current lease liability 811,975 307,364 Non-current lease liability 1,530,096 865,668 Total lease liability 2,342,071 1,173,032 F- 19 The 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 2.99 Weighted average discount rate 6.98 % Maturities of lease liabilities by year for our operating leases are as follows: SCHEDULE OF MATURITY LEASE LIABILITY 2026 955,052 2027 818,259 2028 766,322 2029 66,619 Thereafter - Total lease payments 2,606,252 Less: imputed interest ( 264,181 ) Present value of operating lease liabilities 2,342,071 The aggregate cash payments under these leasing agreements were $ 1,431,164 and $ 288,202 for the years ended October 31, 2025, and 2024, respectively. Variable 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. In May 2024, the Company modified its existing lease agreement pertaining to a portion of its office facility. The Company wrote off $ 1,848,032 in right-of-use assets and $ 2,058,599 lease liability associated with this agreement, resulting in a gain on extinguishment of lease of $ 210,567 . On May 1, 2024, the Company entered into an amended lease agreement for the remaining portion of its office facility in Staten Island, NY, which changed the lease modification date to April 30, 2029. The amended lease commenced on May 1, 2024. The Company recognized a right-of-use asset and lease liability associated with this modified agreement of $ 547,975 . As a result of the modification, the Company decreased its right-of-use asset by $ 1,300,057 and lease liability by $ 1,510,624 as of July 31, 2024. In 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. In 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. F- 20 NOTE 11 - RELATED PARTY TRANSACTIONS : In January 2005, the Company established the “Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan.” Currently, there is only one participant in the plan: the Company’s Chief Executive Officer. Within the plan guidelines, this employee is deferring a portion of his current salary and bonus. The assets are held in a separate trust. The deferred compensation payable represents the liability due to the Chief Executive Officer of the Company. The assets were $ 129,646 and $ 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. The deferred compensation liability at October 31, 2025 and October 31, 2024 was $ 129,646 and $ 121,386 , respectively. NOTE 12 - STOCKHOLDERS’ EQUITY : a. 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 Company did not purchase any shares during the years ended October 31, 2025 and 2024. b. 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, 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. No options were granted or expired during the years ended October 31, 2024. As of October 31, 2025, and October 31, 2024, 921,000 options, were exercisable. The Company recorded no stock-based compensation expense for the year ended October 31, 2025 and 2024, as all stock option awards were fully vested as of the beginning of the reporting period. NOTE 13 – CONCENTRATION OF CREDIT RISK : The Company had one customer in fiscal year 2025 that individually exceeded 10% of consolidated net sales. Net sales to this one customer were approximately 12.6 % of consolidated net sales or $ 12 million. NOTE 14 – SEGMENT INFORMATION : ASC 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. The 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: coffee. The Company derives revenue primarily in North America and manages the business activities on a consolidated basis. F- 21 The 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. The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets. When 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 10/31/2025 10/31/2024 Statement of operations For the years ended 10/31/2025 10/31/2024 Net sales 96,283,547 78,562,298 Cost of Goods Sold (1) 82,676,850 64,100,983 Gross Profit 13,606,697 14,461,315 Trading Profit (1) 1,807,969 1,580,454 Overhead (2) 13,262,306 13,078,211 Operating income 2,152,360 2,963,558 (1) Trading profit is included in cost of goods sold in the consolidated statement of operations. (2) Overhead includes officers’ salaries and selling and administrative expenses included in the consolidated statement of operations. The 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. NOTE 15 – SUBSEQUENT EVENTS : In 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 LLC. On January 28th, 2026, the Company’s Board of Directors approved a cash dividend of $ 0.08 per share, representing one-third of net income. The dividend is payable on or about February 26, 2026, to shareholders of record as of February 10, 2026. F- 22