UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 10-KSB/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended October 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________.
Commission file No. 333-00588-NY
COFFEE HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
NEVADA 11-2238111
(state or other jurisdiction of incorporation (IRS employer identification
or organization) number)
4401 First Avenue, Brooklyn, New York 11232-0005
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code (718) 832-0800
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
The issuer's revenues for the year ended October 31, 2003 were $20,239,867.
The aggregate market value of the voting common stock held by non-affiliates of
the Registrant cannot be determined as the common stock is not quoted or listed
on any quotation system or market.
As of December 31, 2003, the Registrant had 3,999,650 shares of common stock,
par value $.001 per share, outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to our Annual Report on Form 10-KSB/A for the fiscal
year ended October 31, 2003, as originally filed on January 29, 2004, is being
filed solely to amend the Exhibit Index included in Item 13.
Except as described above, no other changes have been made to the Annual
Report on Form 10-KSB. This Amendment No. 1 to our Annual Report on Form
10-KSB/A does not otherwise attempt to update the information set forth in the
original filing of the Annual Report on Form 10-KSB.
ITEM 13. EXHIBIT, LIST AND REPORTS ON FORM 8-K
(c) Exhibits. (Filed herewith unless otherwise noted)
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger 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 Registration Statement
on Form SB-2 (file No. 333-00588-NY) as filed with the
Commission on November 10, 1997).
3.1 Articles of Incorporation of Coffee Holding Co., Inc., as
amended (incorporated herein by reference to Exhibit 3.1 to
the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for
the year ended October 31, 2002, filed with the Securities and
Exchange Commission on February 13, 2003).
3.2 Certificate of Amendment of Articles of Incorporation of
Coffee Holding Co., Inc. (incorporated herein by reference to
Exhibit 3.2 to the Coffee Holding Co., Inc. Quarterly Report
on Form 10-Q for the quarter ended April 30, 1998).
3.3 Coffee Holding Co., Inc. By-Laws, as amended (incorporated
herein by reference to Exhibit 3.3 to the Coffee Holding Co.,
Inc. Quarterly Report on Form 10-Q for the quarter ended April
30, 1998).
4.1 Form of Stock Certificate of Coffee Holding Co., Inc.
(incorporated herein by reference to Exhibit 4.1 to the Coffee
Holding Co., Inc. Annual Report on Form 10-KSB for the year
ended October 31, 2002, filed with the Securities and Exchange
Commission on February 13, 2003).
10.1 Lease with T&O Management Corp. dated August 15, 1997
(incorporated herein by reference to Exhibit 10.1 to the
Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the
quarter ended April 30, 1998).
10.2 1998 Stock Option Plan (incorporated herein by reference to
Exhibit 10.2 to the Coffee Holding Co., Inc. Quarterly Report
on Form 10-Q for the quarter ended April 30, 1998).
10.3 Loan and Security Agreement dated as of November 21, 1997
between Coffee Holding Co., Inc. and NationsCredit Commercial
Corporation (incorporated herein by reference to Exhibit 10.3
to the Coffee Holding Co., Inc. Annual Report on Form 10-K for
the fiscal year ended October 31, 2000).
10.4 First Amendment to Loan and Security Agreement dated as of May
22, 1998 between Coffee Holding Co., Inc. and NationsCredit
Commercial Corporation (incorporated herein by reference to
Exhibit 10.4 to the Coffee Holding Co., Inc. Annual Report on
Form 10-K for the fiscal year ended October 31, 2000).
10.5 Second Amendment dated as of November 29, 2000 to Loan and
Security Agreement between Coffee Holding Co., Inc. and Wells
Fargo Business Credit, Inc., as assignee (incorporated herein
by reference to Exhibit 10.5 to the Coffee Holding Co., Inc.
Annual Report on Form 10-K for the fiscal year ended October
31, 2000).
10.6 Term Note dated as of November 29, 2000 made by Coffee Holding
Co., Inc. in favor of Wells Fargo Business Credit, Inc., in
the principal amount of $600,000 (incorporated herein by
reference to Exhibit 10.6 to the Coffee Holding Co., Inc.
Annual Report on Form 10-K for the fiscal year ended October
31, 2000).
10.7 Third Amendment dated as of October 1, 2002 to Loan and
Security Agreement between Coffee Holding Co., Inc. and Wells
Fargo Business Credit, Inc., as assignee (incorporated herein
by reference to Exhibit 10.7 to Amendment No. 1 to the Coffee
Holding Co., Inc. Registration Statement on Form SB-2/A, filed
with the Securities and Exchange Commission on August 12,
2004).
10.8 Term Note dated as of October 1, 2002 made by Coffee Holding
Co., Inc. in favor of Wells Fargo Business Credit, Inc., in
the principal amount of $750,000 (incorporated herein by
reference to Exhibit 10.8 to the Coffee Holding Co., Inc.
Annual Report on Form 10-KSB for the year ended October 31,
2002, filed with the Securities and Exchange Commission on
February 13, 2003).
10.9 Capital Lease Agreement with HSBC Business Credit (USA), Inc.
(incorporated herein by reference to Exhibit 10.9 to Amendment
No. 1 to the Coffee Holding Co., Inc. Registration Statement
on Form SB-2/A, filed with the Securities and Exchange
Commission on August 12, 2004).
10.10 Sales contract with Supervalu and Cub Foods (incorporated
herein by reference to Exhibit 10.10 to Amendment No. 1 to the
Coffee Holding Co., Inc. Annual Report on Form 10-KSB/A for
the year ended October 31, 2002, filed with the Securities and
Exchange Commission on August 26, 2004) (confidential portions
have been redacted pursuant to a request for confidential
treatment and filed separately with the Securities and
Exchange Commission).
10.11 Sales contract with Shurfine Central (incorporated herein by
reference to Exhibit 10.11 to Amendment No. 1 to the Coffee
Holding Co., Inc. Annual Report on Form 10-KSB/A for the year
ended October 31, 2002, filed with the Securities and Exchange
Commission on August 26, 2004) (confidential portions have
been redacted pursuant to a request for confidential treatment
and filed separately with the Securities and Exchange
Commission).
31.1 Rule 13a-14(a) / 15d-14(a) Certifications.
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, hereunto duly authorized.
COFFEE HOLDING CO., INC.
By: /s/ Andrew Gordon
-------------------------------
Andrew Gordon
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on August 26, 2004 by the following persons on
behalf of the registrant and in the capacities indicated.
SIGNATURE TITLE
--------------------------- ---------------------------------------------
/s/ Andrew Gordon Chief Executive Officer, President, Treasurer
--------------------------- and Director (principal executive officer)
Andrew Gordon
/s/ David Gordon Executive Vice President -- Operations,
--------------------------- Secretary and Director
David Gordon
/s/ Richard E. Pino Chief Financial Officer (principal financial
--------------------------- and accounting officer)
Richard E. Pino
Director
---------------------------
Gerard DeCapua
/s/ Daniel Dwyer Director
---------------------------
Daniel Dwyer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Merger 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 Registration Statement
on Form SB-2 (file No. 333-00588-NY) as filed with the
Commission on November 10, 1997).
3.1 Articles of Incorporation of Coffee Holding Co., Inc., as
amended (incorporated herein by reference to Exhibit 3.1 to
the Coffee Holding Co., Inc. Annual Report on Form 10-KSB for
the year ended October 31, 2002, filed with the Securities and
Exchange Commission on February 13, 2003).
3.2 Certificate of Amendment of Articles of Incorporation of
Coffee Holding Co., Inc. (incorporated herein by reference to
Exhibit 3.2 to the Coffee Holding Co., Inc. Quarterly Report
on Form 10-Q for the quarter ended April 30, 1998).
3.3 Coffee Holding Co., Inc. By-Laws, as amended (incorporated
herein by reference to Exhibit 3.3 to the Coffee Holding Co.,
Inc. Quarterly Report on Form 10-Q for the quarter ended April
30, 1998).
4.1 Form of Stock Certificate of Coffee Holding Co., Inc.
(incorporated herein by reference to Exhibit 4.1 to the Coffee
Holding Co., Inc. Annual Report on Form 10-KSB for the year
ended October 31, 2002, filed with the Securities and Exchange
Commission on February 13, 2003).
10.1 Lease with T&O Management Corp. dated August 15, 1997
(incorporated herein by reference to Exhibit 10.1 to the
Coffee Holding Co., Inc. Quarterly Report on Form 10-Q for the
quarter ended April 30, 1998).
10.2 1998 Stock Option Plan (incorporated herein by reference to
Exhibit 10.2 to the Coffee Holding Co., Inc. Quarterly Report
on Form 10-Q for the quarter ended April 30, 1998).
10.3 Loan and Security Agreement dated as of November 21, 1997
between Coffee Holding Co., Inc. and NationsCredit Commercial
Corporation (incorporated herein by reference to Exhibit 10.3
to the Coffee Holding Co., Inc. Annual Report on Form 10-K for
the fiscal year ended October 31, 2000).
10.4 First Amendment to Loan and Security Agreement dated as of May
22, 1998 between Coffee Holding Co., Inc. and NationsCredit
Commercial Corporation (incorporated herein by reference to
Exhibit 10.4 to the Coffee Holding Co., Inc. Annual Report on
Form 10-K for the fiscal year ended October 31, 2000).
10.5 Second Amendment dated as of November 29, 2000 to Loan and
Security Agreement between Coffee Holding Co., Inc. and Wells
Fargo Business Credit, Inc., as assignee (incorporated herein
by reference to Exhibit 10.5 to the Coffee Holding Co., Inc.
Annual Report on Form 10-K for the fiscal year ended October
31, 2000).
10.6 Term Note dated as of November 29, 2000 made by Coffee Holding
Co., Inc. in favor of Wells Fargo Business Credit, Inc., in
the principal amount of $600,000 (incorporated herein by
reference to Exhibit 10.6 to the Coffee Holding Co., Inc.
Annual Report on Form 10-K for the fiscal year ended October
31, 2000).
10.7 Third Amendment dated as of October 1, 2002 to Loan and
Security Agreement between Coffee Holding Co., Inc. and Wells
Fargo Business Credit, Inc., as assignee (incorporated herein
by reference to Exhibit 10.7 to Amendment No. 1 to the Coffee
Holding Co., Inc. Registration Statement on Form SB-2/A, filed
with the Securities and Exchange Commission on August 12,
2004).
10.8 Term Note dated as of October 1, 2002 made by Coffee Holding
Co., Inc. in favor of Wells Fargo Business Credit, Inc., in
the principal amount of $750,000 (incorporated herein by
reference to Exhibit 10.8 to the Coffee Holding Co., Inc.
Annual Report on Form 10-KSB for the year ended October 31,
2002, filed with the Securities and Exchange Commission on
February 13, 2003).
10.9 Capital Lease Agreement with HSBC Business Credit (USA), Inc.
(incorporated herein by reference to Exhibit 10.9 to Amendment
No. 1 to the Coffee Holding Co., Inc. Registration Statement
on Form SB-2/A, filed with the Securities and Exchange
Commission on August 12, 2004).
10.10 Sales contract with Supervalu and Cub Foods (incorporated
herein by reference to Exhibit 10.10 to Amendment No. 1 to the
Coffee Holding Co., Inc. Annual Report on Form 10-KSB/A for
the year ended October 31, 2002, filed with the Securities and
Exchange Commission on August 26, 2004) (confidential portions
have been redacted pursuant to a request for confidential
treatment and filed separately with the Securities and
Exchange Commission).
10.11 Sales contract with Shurfine Central (incorporated herein by
reference to Exhibit 10.11 to Amendment No. 1 to the Coffee
Holding Co., Inc. Annual Report on Form 10-KSB/A for the year
ended October 31, 2002, filed with the Securities and Exchange
Commission on August 26, 2004) (confidential portions have
been redacted pursuant to a request for confidential treatment
and filed separately with the Securities and Exchange
Commission).
31.1 Rule 13a-14(a) / 15d-14(a) Certifications.