~~[X]~~☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[ ]~~☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

(Former name, former address and former fiscal year, if changed from last report)

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 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 whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit ~~and post~~ such files). Yes ~~[X]~~ ☒ No ~~[ ].~~☐.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

~~5,742,894~~5,708,599 shares of common stock, par value $0.001 per share, are outstanding at March ~~7, 2018.~~17, 2024.

	January 31, 2018			October 31, 2017			January 31, 2024			October 31, 2023
	(Unaudited)							(Unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	3,321,793		$	2,325,650
Accounts receivable, net of allowances of $144,000 for 2018 and 2017		14,638,583			13,441,802
Cash and cash equivalents							$	2,407,863		$	2,733,977
Accounts receivable, net of allowances of $144,000 for 2024 and 2023								8,070,427			7,983,032
Receivable from sale of investment								450,000			3,150,000
Inventories		15,077,317			16,310,572			17,012,265			18,986,539
Prepaid green coffee		105,685			171,350
Due from broker								902,120			345,760
Prepaid expenses and other current assets		502,541			593,825			493,519			413,752
Prepaid and refundable income taxes		342,304			472,814			310,906			365,876
TOTAL CURRENT ASSETS		33,988,223			33,316,013			29,647,100			33,978,936

Machinery and equipment, at cost, net of accumulated depreciation of $5,724,548 and $5,557,899 for 2018 and 2017, respectively		2,418,141			2,439,338
Customer list and relationships, net of accumulated amortization of $79,875 and $72,250 for 2018 and 2017, respectively		360,125			367,750
Trademarks		820,000			820,000
Other intangible assets		331,124			331,124
Goodwill		1,548,969			1,794,265
Building, machinery and equipment, net								3,347,607			3,494,450
Customer list and relationships, net of accumulated amortization of $318,008 and $310,383 for 2024 and 2023, respectively								177,125			184,750
Trademarks and tradenames								327,000			327,000
Equity method investments		89,828			94,643			33,652			39,676
Deferred income tax asset		179,958			339,748
Right of use asset								2,655,799			2,696,159
Deferred income tax assets - net								1,254,056			1,341,407
Deposits and other assets		537,261			497,529			136,162			129,523
TOTAL ASSETS	$	40,273,629		$	40,000,410		$	37,578,501		$	42,191,901

- LIABILITIES AND STOCKHOLDERS’ EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,794,828		$	4,430,626		$	4,446,339		$	5,206,442
Line of credit		9,407,627			8,407,527			4,700,000			9,620,000
Due to broker		94,994			210,862			1,031,605			292,407
Income taxes payable		2,636			1,346
Note payable – current portion								4,200			4,200
Lease liability – current portion								563,474			255,625
TOTAL CURRENT LIABILITIES		13,300,085			13,050,361			10,745,618			15,378,674

Deferred income tax liabilities		297,344			629,680
Deferred rent payable		240,820			240,379
Lease liabilities								2,637,535			2,974,579
Note payable – long term								2,071			3,034
Deferred compensation payable		528,261			488,529			127,162			120,523
TOTAL LIABILITIES		14,366,510			14,408,949			13,512,386			18,476,810

Commitments and Contingencies								-			-
STOCKHOLDERS’ EQUITY:
Coffee Holding Co., Inc. stockholders’ equity:
Preferred stock, par value $.001 per share; 10,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,494,680 shares issued; 5,742,894 and 5,805,935 shares outstanding as of January 31 2018 and October 31, 2017		5,743			6,494
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 2024 and 2023								6,634			6,634
Additional paid-in capital		16,104,075			16,104,075			19,094,618			19,094,618
Retained earnings		12,776,877			12,345,490			9,842,885			9,491,861
Less: Treasury stock, 751,786 and 688,745 common shares, at cost as of January 31, 2018 and October 31, 2017		(3,768,687	)		(3,504,510	)
Less: Treasury stock, 925,331 common shares, at cost for 2024 and 2023								(4,633,560	)		(4,633,560	)
Total Coffee Holding Co., Inc. Stockholders’ Equity		25,118,008			24,951,549			24,310,577			23,959,553
Noncontrolling interest		789,111			639,912			(244,462	)		(244,462	)
TOTAL EQUITY		25,907,119			25,591,461			24,066,115			23,715,091
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	40,273,629		$	40,000,410		$	37,578,501		$	42,191,901

	January 31, 2018			January 31, 2017			2024			2023
NET SALES	$	22,083,219		$	19,632,367		$	19,540,402		$	18,326,114

COST OF SALES (which include purchases of approximately $1.4 million and $.8 million for the three months ended January 31, 2018 and 2017, respectively, from a related party)		18,287,657			16,500,776
COST OF SALES								16,060,103			16,005,814

GROSS PROFIT		3,795,562			3,131,591			3,480,299			2,320,300

OPERATING EXPENSES:
Selling and administrative		2,736,686			2,350,591			2,690,047			2,941,437
Officers’ salaries		170,250			168,590			173,341			179,888
TOTAL		2,906,936			2,519,181			2,863,388			3,121,325

INCOME FROM OPERATIONS		888,626			612,410
INCOME (LOSS) FROM OPERATIONS								616,911			(801,025	)

OTHER INCOME (EXPENSE):
Interest income		3,047			12,431			7			3,107
(Loss) gain from equity method investments		(4,815)			1,319
Loss from equity method investments								(6,024	)		(5,017	)
Other income								-			234,041
Interest expense		(92,508	)		(57,742	)		(117,533	)		(130,459	)
TOTAL		(94,276	)		(43,992	)		(123,550	)		101,672

INCOME BEFORE PROVISION FOR INCOME TAXES AND NON-CONTROLLING INTEREST IN SUBSIDIARY		794,350			568,418
INCOME (LOSS) BEFORE INCOME TAX PROVISION (BENEFIT) AND NON-CONTROLLING INTEREST IN SUBSIDIARY								493,361			(699,353	)

Provision for income taxes		213,764			171,113
Income Tax provision (benefit)								142,337			(167,250	)

NET INCOME BEFORE NON-CONTROLLING INTEREST IN SUBSIDIARY		580,586			397,305
Less: net income attributable to the non-controlling interest in subsidiary		(149,199	)		(21,523	)
NET INCOME (LOSS) BEFORE ADJUSTMENT FOR NON-CONTROLLING INTEREST IN SUBSIDIARY								351,024			(532,103	)
Less: Net income attributable to the non-controlling interest in subsidiary								-			-

NET INCOME ATTRIBUTABLE TO COFFEE HOLDING CO., INC.	$	431,387		$	375,782
NET INCOME (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.							$	351,024		$	(532,103	)

Basic and diluted earnings per share	$	0.07		$	0.06
Basic and diluted earnings (loss) per share							$	0.06		$	(0.09	)

Weighted average common shares outstanding:
Basic and diluted		5,765,335			5,862,302			5,708,599			5,708,599

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, Canada, England and China.

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 (the “Sellers”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”). As a result of the Merger, each issued and outstanding share of the Company common stock, $0.001 par value per share (the “Common Stock”), will be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco (the “Pubco Ordinary Shares”).

As of October 31, 2023, the Company’s line of credit of $9.6 million becomes due in June 2024, for which the Company will seek to obtain a renewal of the financing arrangement. There were certain financial covenants that the Company is in violation. The Company has not received a waiver from the lender. The lender has reserved its rights and remedies at any time in its sole discretion. As of January 31, 2024, the Company is back in compliance with those financial covenants, however there are uncertainties surrounding the ability to receive a waiver and extending its line of credit when becomes due. These uncertainties raise substantial doubt as to whether existing cash and cash equivalents will be sufficient to meet its obligations as they become due within twelve months from the date the consolidated financial statements were issued, The current balance outstanding as of March 6, 2024 is $4.7 million. The Company continues to expand its customer base, which is expected to increase margins and profitability in future periods. However, there can be no assurance of such continued success.

NOTE 2 - BASIS OF ~~PRESENTATION:~~PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY:

The ~~following (a)~~Company’s fiscal year ends on October 31, of each calendar year. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as our annual consolidated financial statements for the fiscal year ended October 31, 2023. In the opinion of the Company’s management, these interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. The October 31, 2023 year-end condensed consolidated balance sheet ~~as of October 31, 2017, which has been~~data in this document was derived from audited consolidated financial statements. These condensed consolidated financial statements and (b) the unaudited interim condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normallynotes included in ~~financial statements prepared in accordance with~~this quarterly report on Form 10-Q does not include all disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) ~~have been condensed or omitted pursuant to those rules~~ and ~~regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these condensed consolidated financial statements~~should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended October 31, 2023 and notes thereto included in the Company’s ~~latest shareholders’ annual report~~fiscal 2023 Annual Report on Form 10-K, filed with the ~~SEC~~Securities and Exchange Commission (“SEC”) on ~~January 29, 2018 for the fiscal year ended October 31, 2017 (“Form~~February 9, 2024 (the “2023 10-K”).

In the opinion of management, all adjustments (which include normal and recurring nature adjustments) necessary to present a fair statement of the Company’s financial position as of January 31, 2018, and The results of operations ~~for the three months ended January 31, 2018~~ and ~~the~~ cash flows for the ~~three months ended January 31, 2018 as applicable, have been made.~~

~~The results of operations for the three months ended January 31, 2018~~interim periods included in these condensed consolidated financial statements are not necessarily indicative of the ~~operating~~ results to be expected for ~~the full fiscal year or~~ any future ~~periods.~~period or the entire fiscal year.

The condensed consolidated financial statements include the accounts of the Company, the Company’s subsidiaries, Organic Products Trading Company, LLC (“OPTCO”), Sonofresco, LLC (“SONO”), Comfort Foods, Inc. (“CFI”) and Generations Coffee Company, LLC (“GCC”), the entity formed as a result of the Company’s joint venture with Caruso’s Coffee, Inc. The Company owns a ~~60%~~60% equity interest in GCC. All significant inter-company transactions and balances have been eliminated in consolidation.

The significant accounting policies used in the preparation of these condensed consolidated financial statements are disclosed in our 2023 10-K, and there have been no changes to the Company’s significant accounting policies during the three months ended January 31, 2024.

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.

NOTE 32 - ~~RECENTLY ISSUED~~BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING ~~PRONOUNCEMENTS AFFECTING THE COMPANY:~~POLICY (cont’d):

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 allowance for credit losses. The standard became effective for the Company on November 1, 2023. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In October 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This standard affects a wide variety of Topics in the Codification. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU ~~2016-02, Leases~~2023-07, “Segment Reporting – Improving Reportable Segment Disclosures (Topic ~~842)~~280). ~~ASU 2016-01~~” The standard is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The standard requires disclosure to include significant segment expenses that are regularly provided to the CODM, a ~~lessee recognize~~description of other segment items by reportable segment, and any additional measures of a segment’s profit or loss used by the ~~assets and liabilities that arise from operating leases. A lessee should recognize~~CODM when deciding how to allocate resources. The standard also requires all annual disclosures currently required by ASC Topic 280 to be included in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lesseeinterim periods. This standard is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2019 (i.e., January 1, 2020, for a calendar year entity),2023, and interim periods within fiscal years beginning after December 15, ~~2020. Early~~2024, with early adoption permitted and requires retrospective application ~~is permitted for~~to all ~~public business entities and all nonpublic business entities upon issuance.~~prior periods presented in the financial statements. The Company is currently evaluating the impact of ~~adopting~~ this ~~guidance.~~standard on its consolidated financial statements and related disclosures.

In ~~May 2014~~December 2023, the FASB issued ASU ~~2014-09,~~~~Revenue from Contracts with Customers~~~~, which is~~2023-09, “Improvements to Income Tax Disclosures,” a ~~new~~final standard ~~related~~on improvements to revenue recognition. Under the new standard, recognition of revenue occurs when a customer obtains control of promised services or goods in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. In addition, theincome tax disclosures, The standard requires ~~disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts.~~disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard ~~must be adopted using either a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. In July 2015, the FASB issued ASU 2015-14,~~~~Revenue from Contracts with Customers - Deferral of the Effective Date~~~~, which defers the implementation of this new standard to be~~is effective for fiscal years beginning after December 15, ~~2017. Early~~2024, with early adoption is permitted ~~effective January 1, 2017. In March 2016, the FASB issued ASU 2016-08,~~~~Principal versus Agent Considerations~~~~, which clarifies the implementation guidance on principal versus agent considerations in the new revenue recognition standard pursuant to ASU 2014-09. In April 2016, the FASB issued ASU 2016-10,~~~~Identifying Performance Obligations~~ and ~~Licensing~~~~, and in May 2016, the FASB issued ASU 2016-12,~~~~Narrow-Scope Improvements and Practical Expedients,~~ ~~which amend certain aspects of the new revenue recognition standard pursuant to ASU 2014-09. We are~~should be applied prospectively. The Company is currently evaluating ~~which transition approach we will utilize and~~ the impact of ~~adopting~~ this ~~accounting~~ standard on ~~our~~its consolidated financial ~~statements.~~statements and related disclosures.

NOTE 2 - BASIS OF PRESENTATION AND ~~2017~~SIGNIFICANT ACCOUNTING POLICY (cont’d):

~~NOTE 3 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AFFECTING THE COMPANY (cont’d):~~

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features, II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” which addresses narrow issues identified as a result of the complexity associated with applying generally accepted accounting principles for certain financial instruments with characteristics of liabilities and equity. Part I of this Update addresses the complexity of accounting for certain financial instruments with down round features. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this Update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending contentThe following table presents revenues by product line in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part II of this update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. These amendments in Part I of this update are effective for annual and interim periods beginning after December 15, 2018, early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The amendments in Part I of this Update should be applied in either of the following ways: (1) Retrospectively to outstanding financial instruments with a down round feature by means of a cumulative-effect adjustment to the statement of financial position as of the beginning of the first fiscal year and interim period(s) in which the pending content that links to this paragraph is effective. (2) Retrospectively to outstanding financial instruments with a down round feature for each prior reporting period presented in accordance with the guidance on accounting changes in paragraphs 250-10-45-5 through 45-10. The amendments in Part II of this Update do not require any transition guidance because those amendments do not have an accounting effect.

~~The FASB has issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which changes how deferred taxes are classified on organizations’ balance sheets.~~

The ASU eliminates the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. Instead, organizations will be required to classify all deferred tax assets and liabilities as noncurrent. The amendments apply to all organizations that present a classified balance sheet. For public companies, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For private companies, notfor- profit organizations, and employee benefit plans, the amendments are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. The Company adopted ASU 2015-17, which did not have a material impact on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. Under the updated guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory that is measured using last-in, last-out (“LIFO”). This ASU is effective for annual and interim periods beginning after December 15, 2016, and should be applied prospectively with early adoption permitted at the beginning of an interim or annual reporting period. The Company adopted ASU 2015-11, which did not have a material impact on its consolidated financial statements.

The balance represents advance payments made by OPTCO to several coffee growing cooperatives for the purchase of green coffee. Interest is charged to the cooperatives for these advances. Interest earned was $2,318 and $12,431 for the three months ended January 31, ~~2018~~2024 and ~~2017, respectively. The prepaid coffee balance was $105,685 at January 31, 2018 and $171,350 at October 31, 2017.~~2023

Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for doubtful accounts 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 economic industry trends, and changes in customer payment terms. Past due balances over 60 days and other higher risk amounts are reviewed individually for collectability. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

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:

Inventories at January 31, ~~2018~~2024 and October 31, ~~2017~~2023 consisted of the following:

The Company has used, and intends to continue to use in a limited capacity, short term coffee futures and options contracts primarily for the purpose of partially hedging and minimizing the effects of changing green coffee prices and to reduce ~~our~~ cost of sales. The commodities held at broker represent the market value of the Company’s trading account, which consists of options and future contracts for coffee held with a brokerage firm. 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 recognized at fair value in the condensed consolidated financial statements with current recognition of gains and losses on such positions. The Company’s accounting for options and futures contracts may increase 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 has open position contracts held by the broker, which are summarized as follows:~~

The Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included in earnings and not reflected as a net amount as a separate component of stockholders’ equity.

At January 31, 2018, the Company held 40 futures contracts (generally with terms of three to four months) for the purchase of 1,500,000 pounds of green coffee at a weighted average price of $1.22 per pound. The fair market value of coffee applicable to such contracts was $1.21 per pound at that date. At January 31, 2018, the Company held 140 options covering an aggregate of 5,250,000 pounds of green coffee beans at $1.22 per pound. The fair market value of these options, which was obtained from observable market data of similar instruments was $105,000.

At October 31, 2017, the Company held 145 futures contracts (generally with terms of three to four months) for the purchase of 5,437,500 pounds of green coffee at a weighted average price of $1.31 per pound. The fair market value of coffee applicable to such contracts was $1.25 per pound at that date. At October 31, 2017, the Company did not have any options.

The Company recorded realized and unrealized gains and losses respectively, on these contracts as follows:

~~COFFEE HOLDING CO., INC.~~SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

On April 25, 2017 the Company and OPTCO (together with the Company, collectively referred to herein as the “Borrowers”) entered into an Amended and Restated Loan and Security Agreement (the “A&R Loan Agreement”) and Amended and Restated Loan Facility (the “A&R Loan Facility”) with Sterling National Bank (later acquired by Webster Bank N.A.) (“Sterling”), which consolidated (i) the financing agreement between the Company and Sterling, dated February 17, 2009, as modified, (the “Company Financing Agreement”) and (ii) the financing agreement between Company, as guarantor, OPTCO and Sterling, dated March 10, 2015 (the “OPTCO Financing Agreement”), amongst other things.

~~Pursuant to the A&R Loan Agreement, the terms of each of~~On March 17, 2022, the Company ~~Financing Agreement and the OPTCO Financing Agreement were amended and restated to, among other things: (i) provide~~reached an agreement for a new ~~Maturity Date of February 28, 2018; (ii) consolidate~~loan modification agreement and credit facility which extended the ~~principal amounts of the Company Financing Agreement and the OPTCO Financing Agreement~~maturity date to ~~provide~~June 29, 2022. The facility was then approved for a ~~maximum principal amount limit of $12,000,000 for the Borrowers, collectively,~~~~provided that~~ OPTCO is limited to a $3,000,000 maximum principal amount sublimit; (iii) expand the borrowing base to include, along with 85% of eligible accounts receivable, up to the lesser of $2,000,000 as to the Company and $1,500,000 as to OPTCO; (iv) effective March 1, 2017, converted the interest rate on the average unpaid balance of the A&R Loan Facility from an interest rate per annum equal to the Wall Street Journal Prime Rate to an interest rate per annum equal to the sum of the LIBOR rate plus 2.4%; (v) require the Company and OPTCO to pay, collectively, upon the occurrence of certain termination events, a prepayment premium of 1.0% (as opposed to the 0.5% under the OPTCO Financing Agreement) of the maximum amount of the A&R Loan Facility in effect as of the date of the termination event; (vi) eliminate the overadvance fee; and (vii) establish a Letter of Credit Facility (as defined in the A&R Loan Agreement) with a maximum obligation amount of $1,000,000, and subject totwo-year extension. All other terms ~~and conditions described therein. The~~of the A&R Loan Agreement and A&R Loan Facility ~~have been extended to March 31, 2018. The~~remained the same.

On June 28, 2022, the Company ~~has~~ reached an agreement ~~in principle~~ for a new loan modification agreement and credit facility with ~~Sterling.~~Webster Bank. The terms of the new agreement, among other things: (i) ~~provides~~provided for a new maturity date of ~~March 31, 2020;~~June 30, 2024, and (ii) ~~increases the maximum principal amount to $14,000,000; and (iii) decreases~~changed the interest rate per annum to ~~LIBOR~~SOFR plus ~~2 percent. The Company expects~~1.75% (with such interest rate not to ~~enter into such agreement and facility on or before March 31, 2018 or extend~~be lower than 3.50%). All other terms of the A&R Loan Agreement and A&R Loan Facility ~~further until~~remained the ~~terms of the new agreement and facility have been finalized.~~ same.

Also on April 25, 2017, SONO and CFI (collectively referred to herein as the “Guarantors”), entered into a Guaranty Agreement (the “Guaranty Agreement”) in connection with the A&R Loan Agreement. The Guaranty Agreement was provided as an inducement to Sterling to extend credit to Borrowers in exchange for the Guarantors’ unconditional guarantee of the payment and performance obligations of the Borrowers under the Loan Agreement, as further defined in the Guaranty Agreement.

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 fixed charge coverage ratio, debt ~~restrictions, capital expenditures, indebtedness, minimum deposit restrictions,~~to tangible net worth and tangible net ~~profit, leverage, employee~~worth. The Company, as of January 31, 2024, the Company was in compliance will all covenants. The Company as of October 31, 2023 has failed to comply with one of these covenants and resulted in an event of default under the loan ~~restrictions, dividend~~agreement. The lender has various defenses that it can apply against the Company, which includes up to and ~~repurchase restrictions (common stock and preferred stock), and restrictions on intercompany transactions.~~

~~The A&R Loan Facility also requires that we maintain a minimum working capital at all times, and~~calling the ~~A&R Loan Agreement requires~~line of credit. There is no guarantee that the ~~Borrowers,~~lender will not issue a waiver or not call the line of credit. The outstanding balance on ~~a consolidated basis, maintain a minimum working capital at all times~~the Company’s lines of credit were $4,700,000 and ~~achieve a minimum net profit amount~~$9,620,000 as of ~~fiscal year end during the term of the A&R Loan Agreement. The Company and OPTCO, as applicable were in compliance with all required financial covenants at~~ January 31, ~~2018~~2024 and October 31, ~~2017.~~ 2023, respectively.

Each of the A&R Loan Facility and the A&R Loan Agreement is secured by all tangible and intangible assets of the Company. Other than as amended and restated by the A&R Loan Agreement, the Company Financing Agreement and the OPTCO Financing Agreement remains in full force and effect.

~~As of January 31, 2018 and October 31, 2017, the outstanding balance under the bank line of credit was $9,407,627 and $8,407,627, respectively.~~

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.

As of January 31, ~~2018~~2024 and October 31, ~~2017,~~2023 the Company did not have any unrecognized tax benefits or open tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of January 31, ~~2018~~2024 and October 31, ~~2017,~~2023, the Company had no accrued interest or penalties related to income taxes. The Company currently has no federal or state tax examinations in progress.

The Company files a U.S. federal income tax return and California, Colorado, Connecticut, Florida, Idaho, Illinois, Kansas, Louisiana, Michigan, Massachusetts, ~~Michigan,~~Montana, New Jersey, New York, New York City, Oregon, Pennsylvania, Rhode Island, South Carolina, ~~Virginia,~~Tennessee, Texas and ~~Texas~~Virginia state tax returns. The Company’s federal income tax return is no longer subject to examination by the federal taxing authority for ~~the~~ years before fiscal ~~2014.~~2020. The Company’s California, Colorado, ~~and~~ New Jersey and Texas income tax returns are no longer subject to examination by their respective taxing authorities for the years before fiscal ~~2011.~~2020. The Company’s Oregon, ~~and~~ 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 ~~2012.~~ 2020.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that will affect the Company’s fiscal year ending October 31, 2018, including, but not limited to, reducing the U.S. federal corporate tax rate. The Tax Act reduces the federal corporate tax rate to 21 percent in the fiscal year ending October 31, 2018. Section 15 of the Internal Revenue Code stipulates that our fiscal year ending October 31, 2018, will have a blended corporate tax rate of approximately 23 percent, which is based on the applicable tax rates before and after the Tax Act and the number of days in the year. The reduction of the corporate tax rate to 21% has caused the Company to reduce its deferred tax assets and liabilities. The effect of this discrete event had an immaterial effect on the basis condensed consolidated financial statements for the three months ended January 31, 2018.

The changes included in the Tax Act are broad and complex. The final impacts of the Tax Act may differ from the above estimate, possibly materially, due to, among other things, changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the company has utilized to calculate the transition impact. The Securities Exchange Commission has issued rules that would allow for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments within one year after enactment date of the Tax Act.

The Company presents “basic” and “diluted” earnings per common share pursuant to the provisions included in the authoritative guidance issued by FASB, “Earnings per Share,” and certain other financial accounting pronouncements. Basic earnings per common share were computed by dividing net income by the sum of the weighted-average number of common shares outstanding. Diluted earnings per common share is computed by dividing the net income by the weighted-average number of common shares outstanding plus the dilutive effect of common shares issuable upon exercise of potential sources of dilution.

The weighted average common shares outstanding used in the computation of basic and diluted earnings per share were ~~5,765,335 and 5,862,302~~5,708,599 for the three months ended January 31, ~~2018~~2024 and ~~2017, respectively.~~2023. The Company had granted 1,000,000 options in the second quarter of 2019, which have not been included in the calculation of diluted earnings per share due to their anti-dilutive nature.

The Company and its subsidiaries are not involved in any pending proceedings other than ordinary routine litigation incidental to their business. Management believes none of these proceedings, if determined adversely, would have a material effect on the business or financial condition of the Company or its subsidiaries.

The following summarizes the Company’s ~~sales were derived from four customers during~~operating leases:

The amortization of the right-of-use asset for the three months ended January 31, ~~2018. These customers also accounted~~2024 and 2023 was $82,322 and $79,663, respectively.

Maturities of lease liabilities by year for ~~approximately $7,710,000~~our operating leases are as follows:

In December 2023, the Company extended its lease at its subsidiary Sonofresco in Washington through December 2023. As a result, on the date of the ~~Company’s accounts receivable balance at~~modification the Company increased its right-of-use asset and lease liability by $41,962 as of January 31, ~~2018. Approximately 28% of the Company’s sales were derived from four customer during the three months ended January~~2024.

JANUARY 31, 2017. These customers also accounted for approximately $3,744,000 of the Company’s accounts receivable balance at January 31, 2017. Concentration of credit risk with respect to other trade receivables is limited due to the short payment terms generally extended by the Company, by ongoing credit evaluations of customers, and by maintaining an allowance for doubtful accounts that management believes will adequately provide for credit losses.2024

For the three months ended January 31, 2018, approximately 20% of the Company’s purchases were from four vendors. These vendors accounted for approximately $475,000 of the Company’s accounts payable at January 31, 2017. For the three months ended January 31, 2017, approximately 22% of the Company’s purchases were from four vendors. These vendors accounted for approximately $518,000 of the Company’s accounts payable at January 31, 2017. Management does not believe the loss of any one vendor would have a material adverse effect of the Company’s operations due to the availability of many alternate suppliers.

The Company has engaged its ~~40%~~40% former partner in GCC as an outside contractor (the “Partner”). Included in contract labor expense are expenses incurred from the Partner during the three months ended January 31, ~~2018~~2024 and ~~2017~~2023 of ~~$111,668~~$0 and ~~$111,062,~~$56,851, respectively, for the processing of finished goods.

An employee of one of the top four vendors is a director of the Company. Purchases from that vendor totaled approximately $1,397,000 and $835,000 for the three months ended January 31, 2018 and 2017, respectively. The corresponding accounts payable balance to this vendor was approximately $291,000 and $0 at January 31, 2018 and 2017, respectively.

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: Andrew Gordon, 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.~~CEO. The deferred compensation payable represents the liability due to ~~an officer~~this employee of the ~~Company. The assets are included in the Deposits and other assets in the accompanying balance sheets.~~Company upon his retirement. The deferred compensation ~~asset and~~ liability at January 31, ~~2018~~2024 and October 31, ~~2017~~2023 was $127,162 and $120,523, respectively. Deferred compensation expenses included in officers’ salaries were ~~$528,261~~$0 during the quarters ended January 31, 2024 and ~~$488,529, respectively.~~2023, respectively as no amounts were contributed to this plan.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~NOTE 11 - STOCKHOLDERS’ EQUITY:

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required further adjustment or disclosure in the condensed consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation”~~Operation,” “Business,” “Risk Factors” and elsewhere in this ~~quarterly~~annual report include forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements upon information available to management as of the date of this Form 10-Q and management’s expectations and projections about future events, including, among other things:

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “predict,” “potential,” “continue,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate” and similar expressions (or the negative of such expressions). Any or all of our ~~forward looking~~forward-looking statements in this quarterly report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. In addition we undertake no responsibility to update any forward-looking statement to reflect events or circumstances that occur after the date of this quarterly report.

We are an integrated wholesale coffee roaster and dealer in the United States and one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences and price points. As a result, we believe that we are well-positioned to increase our profitability and endure potential coffee price volatility throughout varying cycles of the coffee market and economic conditions.

Our operations have primarily focused on the following areas of the coffee industry:

Our net sales are driven primarily by the success of our sales and marketing efforts and our ability to retain existing customers and attract new customers. For this reason, we have made, and will continue to evaluate, strategic decisions to acquire and invest in measures that are expected to increase net sales. These transactions include our acquisition of Premier Roasters, LLC, including equipment and a roasting facility in La Junta, Colorado, the addition of a west coast sales manager to increase sales of our private label and branded coffees to new customers, our joint venture with Caruso’s Coffee, Inc. of Brecksville, Ohio, the transaction with OPTCO and our licensing arrangement with DTS8 Coffee Company, Ltd. On June 23, 2016, we formed our wholly-owned subsidiary, Sonofresco, LLC (“SONO”), a Delaware limited liability company. On June 29, 2016, we purchased through SONO, substantially all the assets, including equipment, inventory, customer list and relationships of Coffee Kinetics, LLC, a Washington limited liability company. On February 24, 2017, we acquired 100% of the capital stock of Comfort Foods, Inc. (“CFI”), a Massachusetts based medium sized coffee roaster, manufacturing both branded and private label coffee for retail and foodservice customers. We believe these efforts will allow us to expand our business.

Our ~~net~~ sales are affected by the price of green coffee. We purchase our green coffee from dealers located primarily within the United States. The dealers supply us with coffee beans from many countries, including Colombia, Mexico, Kenya, Indonesia, Brazil and Uganda. The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. For example, in Brazil, which produces approximately 40% of the world’s green coffee, the coffee crops are historically susceptible to frost in June and July and drought in September, October and November. However, because we purchase coffee from a number of countries and are able to freely substitute one country’s coffee for another in our products, price fluctuations in one country generally have not had a material impact on the price we pay for coffee. Accordingly, price fluctuations in one country generally have not had a material effect on our results of operations, liquidity and capital resources. Historically, because we generally have been able to pass green coffee price increases through to customers, increased prices of green coffee generally result in increased net ~~sales.~~sales, irrespective of sales volume.

The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Historically, we have used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of partially hedging the effects of changing green coffee prices. In addition, we acquired, and expect to continue to acquire, futures contracts with longer terms, generally three to four months, primarily for the purpose of guaranteeing an adequate supply of green coffee. Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales. Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales. The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices. We believe that, in normal economic times, our hedging policies remain a vital element to our business model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying to minimize margin compression during a time of historically high coffee prices.

However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any of our futures contracts. Although we have had net gains on options and futures contracts in the past, we have incurred significant losses on options and futures contracts ~~in the past.~~during some recent reporting periods. In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase in our losses. Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability and adversely affect our stock price. ~~See “Item 3, Quantitative and Qualitative Disclosures About Market Risk.~~ If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced.” Failure to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results. If the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in profitability or increased losses. As previously announced, as a result of the volatile nature of the commodities markets, we have and are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue to use these practices in a limited capacity going forward.

On September 29, 2022, the Company (or “JVA”) entered into a Merger and Share Exchange Agreement, as amended and supplemented (the “Merger Agreement”), by and among JVA, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company incorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco (“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein (the “Sellers”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into JVA, with JVA surviving as a direct, wholly-owned subsidiary of Pubco (the “Merger”). On June 29, 2023, JVA, Pubco, Delta, Merger Sub and the Sellers entered into Amendment 1 to the Merger Agreement (the “First Amendment”). On January 4, 2024, JVA, Pubco, Delta, Merger Sub and the Sellers entered into Amendment 2 to the Merger Agreement (the “Second Amendment”).

As a result of the Merger, each issued and outstanding share of JVA common stock, $0.001 par value per share (the “JVA Common Stock”), will be cancelled and converted for the right of the holder thereof to receive one ordinary share, par value $0.0001 of Pubco (the “Pubco Ordinary Shares”).

As a condition to the Merger, Pubco shall also acquire all of the issued and outstanding Delta securities from the Sellers in exchange for Pubco Ordinary Shares (the “Exchange” and, collectively with the Merger and the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, JVA and Delta will each become direct, wholly-owned subsidiaries of Pubco, with JVA stockholders receiving approximately $31.5 million (or 4.79%) worth of Pubco Ordinary Shares (the “Merger Consideration”) and Delta stockholders receiving approximately $625 million (or 95.21%) worth of Pubco Ordinary Shares (the “Exchange Consideration” and collectively with the Merger Consideration, the “Business Combination Consideration”), subject to certain adjustments, at an implied diluted value per share of $5.50. The Business Combination Consideration may be adjusted if Delta closes certain acquisitions prior to the closing of the Transactions. The Merger Agreement also includes an earn-out to existing stockholders of Delta, consisting of $50 million of additional Pubco Ordinary Shares, which will be released to Delta stockholders if and when Delta achieves $70 million or greater of net income for fiscal year ending 2023.

At the effective time of the Merger (the “Merger Effective Time”), each award of options to purchase JVA Common Stock (each, a “JVA Stock Option”) that is outstanding, whether vested or unvested, will be cancelled and substituted with option(s) to purchase Pubco Ordinary Shares to be granted under the Pubco equity plan (the “Substituted Options”). The Substituted Options will represent the right to purchase that number of shares of Pubco Ordinary Shares equal to the number of shares of JVA Common Stock underlying such JVA Stock Option immediately prior to the Merger Effective Time with a per-share exercise price of such Substituted Option equal to the exercise price per JVA Common Stock subject to such JVA Stock Option immediately prior to the Merger Effective Time.

Prior to execution of the Merger Agreement, JVA’s board of directors (the “Board”) unanimously (i) determined that the terms and provisions of the Merger Agreement and the transactions contemplated therein, including the Merger and Transactions, are fair, advisable to and in the best interests of JVA and its stockholders, (ii) approved the Merger Agreement and related Transactions, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the stockholders of JVA, and (iv) resolved to recommend that JVA’s stockholders adopt the Merger Agreement.

JVA, Pubco, Delta and the Sellers have made customary representations and warranties in the Merger Agreement and have agreed to customary covenants regarding the operation of their respective businesses prior to the closing of the transactions contemplated thereby. Consummation of the Merger is subject to customary closing conditions, including, without limitation, (i) approval of the Merger Agreement and the transactions contemplated thereunder by a majority of JVA’s stockholders (the “JVA Stockholder Approval”), (ii) the absence of any law or order that prevents or prohibits the consummation of the Transaction, (iii) obtaining all requisite governmental authorizations, (iv) effectiveness of the Registration Statement of Pubco on Form F-4, and (v) approval of the listing of Pubco Ordinary Shares on the Nasdaq Capital Market.

From the date of the Merger Agreement until October 19, 2022 (the “Go-Shop Period”), JVA had the right to initiate, solicit, facilitate and encourage any inquiry or the making of any proposals or offers that would constitute an acquisition proposal involving more than fifteen percent (15%) of JVA’s assets or outstanding shares of common stock or in which the stockholders of JVA immediately preceding the contemplated transaction would hold less than eighty-five percent (85%) of the voting equity interest of the surviving company (each or any combination of the foregoing, a “Takeover Proposal”), including by way of providing access to non–public information to any third party pursuant to a non-disclosure agreement. Following the expiration of the Go-Shop Period, JVA ceased such activities and be subject to customary “no-shop” restrictions on its ability to solicit a Takeover Proposal from third parties and to provide non-public information to and engage in discussions with a third party in relation to a Takeover Proposal, except that JVA may continue to engage in the aforementioned activities with third parties from whom JVA has received a Takeover Proposal that the Board has determined constitutes or is reasonably likely to lead to a Superior Proposal (as defined below) and has determined that the failure to take such actions would be inconsistent with the Board’s fiduciary duties.

Prior to obtaining JVA Stockholder Approval, the Board may change its recommendation that stockholders vote to adopt the Merger Agreement (a “Change in Recommendation”) (i) in response to any material event or change in circumstances with respect to JVA that was not actually known or reasonably foreseeable by JVA prior to the date of the Merger Agreement (an “Intervening Event”) that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to change its recommendation in such circumstances would be reasonably likely to violate its fiduciary duties to the stockholders of JVA under applicable law or (ii) if JVA has received a Takeover Proposal involving more than fifty percent (50%) of JVA’s assets or outstanding shares of common stock or in which the stockholders of JVA immediately preceding the contemplated transaction would hold less than fifty percent (50%) of the voting equity interest of the surviving company, that the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) is reasonably likely to be consummated in accordance with its terms and, among other things, if consummated, would be more favorable from a financial point of view to JVA’s stockholders than the Transactions (a “Superior Proposal”) (in which case JVA may also terminate the Merger Agreement to enter into such Superior Proposal, subject to certain conditions including payment of the JVA Termination Fee, as described below).

Before the Board may change its recommendation in connection with an Intervening Event or a Superior Proposal, or terminate the Merger Agreement to accept a Superior Proposal, JVA must provide Delta prompt written notice of its decision to make a Change in Recommendation and for at least five (5) business days after such notice, JVA will negotiate with Delta to enable Delta to revise the terms of the Merger Agreement so that the Takeover Proposal no longer constitutes a Superior Proposal. Each time modifications to any material term of such alternative acquisition proposal determined to be a Superior Proposal are made, JVA must notify Pubco of such modification and such five (5) business day period will recommence.

The Merger Agreement may be terminated by each of Delta and of JVA under certain circumstances, including, among others by either Delta or JVA if the Merger has not been consummated by April 1, 2024 (the “Outside Date”). If the Merger Agreement is terminated under certain circumstances, including, among others, as a result of breach by either JVA or Delta of their respective representations, warranties or covenants in the Merger Agreement, whereby JVA or Delta, respectively, may be entitled to a termination fee in the amount of $750,000 plus disbursements of all documented, out-of-pocket expenses up to $250,000. In addition, if JVA terminates the Merger Agreement to accept a Takeover Proposal or the Board (i) adversely changes its recommendation to the stockholders of JVA regarding the adoption of the Merger Agreement or (ii) supports the approval of any JVA Takeover Proposal, then Delta shall be entitled to a termination fee of $1.3 million and plus a disbursement of reasonable expenses up to $2 million (the “JVA Termination Fee”).

The equityholders of Delta and JVA will have certain customary registration rights with respect to the Pubco Ordinary Shares to be received in the transaction pursuant to the terms of a registration rights agreement, dated September 29, 2022 (the “Registration Rights Agreement”).

On September 29, 2022, concurrently with the entry into the Merger Agreement, Delta, Pubco and JVA entered into Voting and Support Agreements (the “JVA Voting Agreement”) with Andrew Gordon, President and Chief Executive Officer of JVA, and David Gordon, Executive Vice President and Chief Operating Officer of JVA, pursuant to which Messrs. Gordon have agreed to vote in favor of adopting the Merger Agreement and the related transactions as contemplated thereunder. JVA Voting Agreements will terminate upon the earliest to occur of (i) the mutual written consent of each of Delta, Pubco, JVA and Messrs. Gordon, (ii) the Merger Effective Time, and (iii) the date of termination of the Merger Agreement in accordance with its terms.

JVA has scheduled a special meeting of its stockholders, to be held on March 28, 2024, to approve the Merger Agreement and the other related proposals related to the Merger.

The foregoing description of the Merger Agreement, the Registration Rights Agreement and JVA Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Merger Agreement, (ii) the Registration Rights Agreement, and (iii) the form of Voting and Support Agreement, copies of which are filed as exhibits to the Company’s Annual Report on Form 10-K, filed with the SEC on February 9, 20224.

~~The preparation~~There have been no changes to our critical accounting policies during the three months ended January 31, 2024. Critical accounting policies and the significant estimates in accordance with such policies are regularly discussed with our Audit Committee. Those policies are discussed under “Critical Accounting Policies” in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in our consolidated financial statements and ~~related disclosures~~footnotes thereto, each included in ~~conformity~~our annual report on Form 10-K filed with ~~accounting principles generally accepted in~~ the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to, the accountingSEC on February 9, 2024 for the allowance for doubtful accounts, inventories, assets held for sale, income taxes, commodities held and loss contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

~~We believe the following critical accounting policies, among others, may be impacted significantly by judgment, assumptions and estimates used in the preparation of the financial statements:~~

Goodwill other intangibles and the trademarks which are deemed to have indefinite lives are subject to annual impairment tests. Goodwill impairment tests require the comparison of the fair value and carrying value of reporting units. We assess the potential impairment of goodwill and intangible assets annually and on an interim basis whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Upon completion of such review, if impairment is found to have occurred, a corresponding charge will be recorded. The value assigned to the customer list and relationships is being amortized over a twenty year period.

Because we are a single reporting unit, the closing NASDAQ Capital Market price of our common stock as of the acquisition date was used as a basis to measure the fair value of goodwill. Goodwill and the intangible assets will be tested annually at the end of each fiscal year to determine whether they have been impaired. Upon completion of each annual review, there can be no assurance that a material charge will not be recorded. Impairment testing is required more often than annually if an event or circumstance indicates that an impairment or decline in value may have occurred.ended October 31, 2023.

Three Months Ended January 31, ~~2018~~2024 Compared to the Three Months Ended January 31, ~~2017~~2023

Net Sales. Net sales totaled ~~$22,083,219~~$19,540,402 for the three months ended January 31, ~~2018,~~2024, an increase of ~~$2,450,852,~~$1,214,288, or ~~12.5%~~6.6%, from ~~$19,632,367~~$18,326,114 for the three months ended January 31, ~~2017.~~2023. The increase in net sales ~~reflects a gain~~was mostly due to additions of ~~approximately $4.4 million in sales of branded and~~new private label customers partially offset by lower green coffee sales to ~~both new and existing customers.~~our green coffee customer base.

Cost of Sales. Cost of sales for the three months ended January 31, ~~2018~~2024 was ~~$18,287,657,~~$16,060,103, or ~~82.8%~~82% of net sales, as compared to ~~$16,500,776,~~$16,005,814, or ~~84.1%~~87% of net sales, for the three months January 31, ~~2017.~~2023. Cost of sales consists primarily of the cost of green coffee and packaging materials and realized and unrealized gains or losses on hedging activity. The ~~increase~~decrease in cost of sales ~~reflects the change in the product mix as compared~~was due to ~~the quarter ended January 31, 2017 and the inclusion of results~~higher margins on sales of our ~~subsidiary CFI which results were not included~~roasted and packaged products partially offset by a decrease in sales of green coffee with the ~~quarter ended January 31, 2017 since the transaction was completed in February 2017.~~net effect of higher gross profit on our total business.

Gross Profit. Gross profit for the three months ended January 31, ~~2018 was $3,795,562, an increase~~2024 amounted to $3,480,299 or 18% of ~~$663,971 from $3,131,591~~net sales, as compared to $2,320,300 or 13% of net sales, for the three months ended January 31, ~~2017. Gross profit as~~2023. The increase in gross profits on a percentage ~~of net sales increased~~basis was attributable to ~~17.2%~~the factors listed above.

Operating Expenses. Total operating expenses decreased by $257,937 to $2,863,388 for the three months ended January 31, ~~2018~~2024 from ~~15.9%~~$3,121,325 for the three months ended January 31, ~~2017. The increase in gross profits resulted from improved margins on our wholesale and roasted business.~~

~~Operating Expenses.~~ Total operating expenses increased by $387,755 to $2,906,936 for the three months ended January 31, 2018 from $2,519,181 for the three months ended January 31, 2017. The quarter ended January 31, 2018 included approximately $435,000 of selling2023. Selling and administrative expenses ~~related to CFI, which was not included in the January 31, 2017 results since the transaction was completed in February 2017. Therefore, without the $435,000 of selling~~decreased by $251,390 and ~~administrative expenses related to CFI, our overall operating expenses would have been reduced~~officers’ salaries decreased by ~~approximately $48,000.~~$6,547.

Other Income (Expense). Other expense for the three months ended January 31, ~~2018~~2024 was ~~$94,276, an increase~~$123,550, a decrease of ~~$50,284~~$225,222 from ~~$43,992~~other income of $101,672 for the three months ended January 31, ~~2017.~~2023. The ~~increase in other expense~~decrease was attributable to ~~an increase~~a decrease in ~~interest expense~~other income of ~~$34,766,~~$234,041, a ~~reduction~~decrease in ~~our~~ interest income of ~~$9,384 and~~$3,100, an increase in our loss from our equity investments of $1,007, partially offset by a decrease in our interest expense of $12,926, during the three months ended January 31, ~~2018.~~2024.

Income Taxes. Our provision for income taxes for the three months ended January 31, ~~2018~~2024 totaled ~~$213,764~~$142,337 compared to ~~$171,113~~a benefit of $167,250 for the three months ended January 31, ~~2017.~~2023. The change was primarily attributable to the difference in the ~~gain~~income for the quarter ended January 31, ~~2018~~2024 versus the ~~gain~~income in the quarter ended January 31, ~~2017.~~2023.

Net Income. We had net income of ~~$431,387 or $0.07 per share basic and diluted, for the three months ended January 31, 2018 compared to net income of $375,782,~~$351,024 or $0.06 per share basic and diluted, for the three months ended January 31, ~~2017.~~2024 compared to a net loss of ($532,103), or ($0.09) per share basic and diluted for the three months ended January 31, 2023. The increase in net income was due primarily to the reasons described above.

As of January 31, ~~2018,~~2024, we had working capital of ~~$20,688,138,~~$18,901,482, which represented a ~~$422,486~~$301,220 increase from our working capital of ~~$20,265,652~~$18,600,262 as of October 31, ~~2017, and total stockholders’ equity of $25,118,008 which increased by $166,459 from our total stockholders’ equity of $24,951,549 as of October 31, 2017.~~2023. Our working capital increased primarily due to increases of ~~$996,143 in cash, $1,196,781~~$87,395 in accounts receivable, ~~and decreases of $635,798 in accounts payable and accrued expenses and $115,868~~$556,360 in due tofrom broker, ~~which were partially offset by decreases of $1,233,255 in inventories, $65,665 in prepaid green coffee, $91,284~~$79,767 in prepaid expenses and other current assets, ~~$130,510~~decreases of $760,103 in ~~prepaid~~accounts payable and ~~refundable income taxes, and increases of $1,000,100~~accrued expenses, $4,920,000 in our line of credit, partially offset by decreases of $326,114 in cash, $2,700,000 in receivable from sale of investment, $1,974,274 in inventories, $54,970 in prepaid and ~~$1,290~~refundable taxes, increases of $739,198 in ~~income taxes payable.~~due to broker and $307,849 in lease liability – current portion. As of January 31, ~~2018,~~2024, the outstanding balance on our line of credit was ~~$9,407,627~~$4,700,000 compared to ~~$8,407,527~~$9,620,000 as of October 31, ~~2017. Total stockholders’ equity increased due to our net income and was partially offset by our purchase of treasury stock.~~2023.

On March 17, 2022, the Company reached an agreement for a new loan modification agreement and credit facility which extended the maturity date to June 29, 2022. The facility was then approved for a two-year extension. All other terms of the A&R Loan Agreement and A&R Loan Facility ~~with Sterling, which consolidated~~remained the same.

On June 28, 2022, the Company ~~Financing Agreement and the OPTCO Financing Agreement, amongst other things.~~

~~Pursuant to the A&R Loan Agreement, the terms of each of the Company Financing Agreement and the OPTCO Financing Agreement were amended and restated to, among other things: (i) provide~~reached an agreement for a new Maturity Date of February 28, 2018; (ii) consolidate the principal amounts of the Company Financing Agreement and the OPTCO Financing Agreement to provide for a maximum principal amount limit of $12,000,000 for the Borrowers, collectively,~~provided that~~ OPTCO is limited to a $3,000,000 maximum principal amount sublimit; (iii) expand the borrowing base to include, along with 85% of eligible accounts receivable, up to the lesser of $2,000,000 as to the Company and $1,500,000 as to OPTCO; (iv) effective March 1, 2017, converted the interest rate on the average unpaid balance of the A&R Loan Facility from an interest rate per annum equal to the Wall Street Journal Prime Rate to an interest rate per annum equal to the sum of the LIBOR rate plus 2.4%; (v) require the Company and OPTCO to pay, collectively, upon the occurrence of certain termination events, a prepayment premium of 1.0% (as opposed to the 0.5% under the OPTCO Financing Agreement) of the maximum amount of the A&R Loan Facility in effect as of the date of the termination event; (vi) eliminate the overadvance fee; and (vii) establish a Letter of Credit Facility (as defined in the A&R Loan Agreement) with a maximum obligation amount of $1,000,000, and subject to other terms and conditions described therein. The A&R Loan Agreement and A&R Loan Facility have been extended to March 31, 2018. We have reached an agreement in principle for a new loan modification agreement and credit facility with ~~Sterling.~~Webster Bank. The terms of the new agreement, among other things: (i) ~~provides~~provided for a new maturity date of ~~March 31, 2020;~~June 30, 2024, and (ii) ~~increases the maximum principal amount to $14,000,000; and (iii) decreases~~changed the interest rate per annum to ~~LIBOR~~SOFR plus ~~2 percent. We expect~~1.75% (with such interest rate not to ~~enter into such agreement and facility on or before March 31, 2018 or extend~~be lower than 3.50%). All other terms of the A&R Loan Agreement and A&R Loan Facility ~~further until~~remained the ~~terms of the new agreement and facility have been finalized.~~same.

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 fixed charge coverage ratio, debt ~~restrictions, capital expenditures, indebtedness, minimum deposit restrictions,~~to tangible net worth and tangible net ~~profit, leverage, employee~~worth. The Company as of October 31, 2023 has failed to comply with one of these covenants and resulted in an event of default under the loan ~~restrictions, dividend~~agreement. The lender has various defenses that it can apply against the Company, which includes up to and ~~repurchase restrictions (common stock and preferred stock), and restrictions on intercompany transactions.~~

~~The A&R Loan Facility also requires that we maintain a minimum working capital at all times, and~~calling the ~~A&R Loan Agreement requires~~line of credit. There is no guarantee that the ~~Borrowers,~~lender will issue a waiver or not call the line of credit. The outstanding balance on ~~a consolidated basis, maintain a minimum working capital at all times~~the Company’s lines of credit were $4,700,000 and ~~achieve a minimum net profit amount~~$9,620,000 as of ~~fiscal year end during the term of the A&R Loan Agreement. The Company and OPTCO, as applicable were in compliance with all required financial covenants at~~ January 31, ~~2018~~2024 and October 31, ~~2017.~~2023, respectively.

Each of the A&R Loan Facility and the A&R Loan Agreement is secured by all of our tangible and intangible assets. Other than as amended and restated by the A&R Loan Agreement, the Company Financing Agreement and the OPTCO Financing Agreement remains in full force and effect.

~~As of January 31, 2018 and October 31, 2017, the outstanding balance under the bank line of credit was $9,407,627 and $8,407,626, respectively.~~

For the three months ended January 31, ~~2018,~~2024, our operating activities provided net cash of ~~$406,423~~$4,594,849 as compared to the three months ended January 31, ~~2017~~2023 when operating activities provided net cash of ~~$2,063,146.~~$2,803,512. The ~~decreased~~increased cash flow from operations for the three months ended January 31, ~~2018~~2024 was primarily due to our ~~accounts~~ receivable from sale of ~~$1,196,781 and $1,233,255 of inventories.~~investment.

For the three months ended January 31, ~~2018,~~2024, our investing activities used net cash of ~~$145,452~~$0 as compared to the three months ended January 31, ~~2017~~2023 when net cash used by investing activities was ~~$255,126.~~$202,018. The decrease in our uses of cash in investing activities was due to our decreased ~~outlays for~~purchases of machinery and equipment during ~~quarter~~the three months ended January 31, ~~2018.~~2024.

For the three months ended January 31, ~~2018,~~2024, our financing activities ~~provided~~used net cash of ~~$735,172~~$4,920,963 compared to net cash used inby financing activities of ~~$2,199,900~~$862,739 for the three months ended ~~March~~January 31, ~~2017.~~2023. The change in cash flow from financing activities for the three months ended January 31, ~~2018~~2024 was due to our ~~decreased principal payments on our~~credit line ~~of credit.~~activity.

We expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness, through ~~January 31, 2019~~at least the next twelve months from the date these consolidated financial statements are issued, with cash provided by operating activities and the use of our credit facility. In addition, an increase in eligible accounts receivable and inventory would permit us to make additional borrowings under our line of credit.

As of October 31, 2023, we were not in compliance with the terms of the credit agreement however as of January 31, 2024, the Company was back in compliance with the terms of the credit agreement. The Company did not receive a waiver from the lender when it was not in compliance. The lender has reserved its rights to exercise its rights and remedies at any time at its sole discretion. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Our audited consolidated financial statements do not include any adjustment for the recovery and classification of assets to the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. If we are unable to continue as a going concern, our shareholders would likely lose some or all their investment in our securities.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Market risks relating to our operations result primarily from changes in interest rates and commodity prices as further described below.~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Interest Rate Risks.~~ We are subject to market risk from exposure to fluctuations in interest rates. As of January 31, 2018, our debt consisted of $9,407,627 of variable rate debt under our revolving line of credit. Our line of credit provides for a maximum of $12,000,000 and is payable monthly in arrears on the average unpaid balance of the line of credit at an interest rate equal to a per annum reference rate (currently 4.0%). This loan is secured by all of our tangible and intangible assets.Not Applicable.

~~Commodity Price Risks.~~ The supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Historically, we have used, and intend to continue to use in a limited capacity, short-term coffee futures and options contracts primarily for the purpose of partially hedging the effects of changing green coffee prices, as further explained in Note 7 of the Notes to the Condensed Consolidated Financial Statements in this Report. In addition, we acquired, and expect to continue to acquire, futures contracts with longer terms, generally three to four months, primarily for the purpose of guaranteeing an adequate supply of green coffee. Realized and unrealized gains or losses on options and futures contracts are reflected in our cost of sales. Gains on options and futures contracts reduce our cost of sales and losses on options and futures contracts increase our cost of sales. The use of these derivative financial instruments has generally enabled us to mitigate the effect of changing prices. We believe that, in normal economic times, our hedging policies remain a vital element to our business model not only in controlling our cost of sales, but also giving us the flexibility to obtain the inventory necessary to continue to grow our sales while trying to minimize margin compression during a time of historically high coffee prices. However, no strategy can entirely eliminate pricing risks and we generally remain exposed to losses on futures contracts when prices decline significantly in a short period of time, and we would generally remain exposed to supply risk in the event of non-performance by the counterparties to any of our futures contracts. Although we have had net gains on options and futures contracts in the past, we have incurred significant losses on options and futures contracts during some past reporting periods. In these cases, our cost of sales has increased, resulting in a decrease in our profitability or increase our losses. Such losses have and could in the future materially increase our cost of sales and materially decrease our profitability and adversely affect our stock price. See “Item 1A – Risk Factors - If our hedging policy is not effective, we may not be able to control our coffee costs, we may be forced to pay greater than market value for green coffee and our profitability may be reduced” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 filed with the SEC on January 29, 2018. Failure to properly design and implement an effective hedging strategy may materially adversely affect our business and operating results. If the hedges that we enter do not adequately offset the risks of coffee bean price volatility or our hedges result in losses, our cost of sales may increase, resulting in a decrease in profitability or increased losses. As previously announced, as a result of the volatile nature of the commodities markets, we have and are continuing to scale back our use of hedging and short-term trading of coffee futures and options contracts, and intend to continue to use these practices in a limited capacity going forward.

At January 31, 2018, we held 40 futures contracts (generally with terms of three to four months) for the purchase of 1,500,000 pounds of green coffee at a weighted average price of $1.22 per pound. The fair market value of coffee applicable to such contracts was $1.21 per pound at that date. At January 31, 2018, we held 140 options covering an aggregate of 5,250,000 pounds of green coffee beans at $1.22 per pound. The fair market value of these options, which was obtained from observable market data of similar instruments was $105,000.

At October 31, 2017, we held 145 futures contracts (generally with terms of three to four months) for the purchase of 5,437,500 pounds of green coffee at a weighted average price of $1.31 per pound. The fair market value of coffee applicable to such contracts was $1.25 per pound at that date. At October 31, 2017, we did not have any options.

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 report. Based upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were not effective due to ~~ensure~~the existence of material weaknesses in our internal controls over financial reporting.

During the year ended October 31, 2020, our controls were inadequate to prevent and detect misstatements of stock based compensation awards, quantities of inventory at one of our subsidiaries and inaccurately accounted for certain intercompany eliminations in our consolidated statements of operations. Accordingly, management determined that this control deficiency constituted a material weakness.

During the year ended October 31, 2021, we identified inappropriate system access controls over our 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. During this same period, we determined that we lacked adequate controls with respect to identifying and accounting for material contracts. This was evidenced by our failure to properly identify and account for a material lease amendment. Accordingly, management determined that the foregoing were control deficiencies that constituted material weaknesses.

Further, during the year ended October 31, 2022, we concluded that we lacked adequate controls with respect to the preparation and review of journal entries and account reconciliations during the year-end financial statement closing process. Accordingly, management has determined that this control deficiency constituted a material weakness.

Further, during the year ended October 31, 2023, we concluded that we lacked adequate controls with respect to recording year end accruals for vendor liabilities and properly calculating required ~~to be~~loan covenants. 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 of the quarter ended January 31, 2023 in conformity with U.S. generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the SEC.

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the ~~reports~~fiscal year ended October 31, 2023, management has identified material weaknesses as of that date. A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. To remediate the material weaknesses identified above, we ~~file~~are initiating controls and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated, as is appropriate, to our management, including our principal executive officer and financial officer to allow timely decisions regarding required disclosure.procedures in order to:

~~There~~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.

Other than the changes intended to remediate the material weakness as discussed above and in Part II, Item 9A of our Annual Report on Form 10-K for the year ended October 31, 2023, there was no change in our internal control over financial reporting ~~identified~~(as defined in ~~connection with~~Rules 13a-15(f) and 15d-15(f) under the ~~evaluation that occurred~~Exchange Act) during ~~our last~~the fiscal quarter ended January 31, 2024 that has materially affected, or ~~that~~ is reasonably likely to materially affect, our internal control over financial reporting.

We are not a party to, and none of our property is the subject of, any pending legal proceedings other than routine litigation that is incidental to our business. To our knowledge, no governmental authority is contemplating initiating any such proceedings.ITEM 1. LEGAL PROCEEDINGS.

~~There were no material changes during the quarter ended January 31, 2018~~ITEM 1A. RISK FACTORS.

Our operations and financial results are subject to ~~the Risk Factors disclosed~~various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the ~~fiscal~~ year ended October 31, ~~2017~~2023 filed with the ~~SEC~~Securities and Exchange Commission on ~~January 29, 2018.~~February 9, 2024. There have been no material changes to our risk factors since the Company’s Annual Report on Form 10-K for the year ended October 31, 2023.

~~None.~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Pursuant to the requirements 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 and in the capacities indicated on March 7, 2018.~~authorized.


3475 Victory Boulevard, Staten Island, New York		10314
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		JVA		The Nasdaq Capital Market

Large accelerated filer	~~[ ]~~☐	Accelerated filer	~~[ ]~~☐
Non-accelerated filer	~~[ ]~~☒	Smaller reporting company	~~[X]~~☒
		Emerging growth company	☐

		Page
PART I		3

ITEM 1	FINANCIAL STATEMENTS	3

ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1516

ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2122

ITEM 4	CONTROLS AND PROCEDURES	22

PART II		2324

ITEM 1	LEGAL PROCEEDINGS	2324

ITEM 1A	RISK FACTORS	2324

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2324

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	2324

ITEM 4	MINE SAFETY DISCLOSURES	2324

ITEM 5	OTHER INFORMATION	2324

ITEM 6	EXHIBITS	2324

	January 31, 2018			January 31, 2017
OPERATING ACTIVITIES:
Net income	$	580,586		$	397,305
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		174,274			180,090
Unrealized gain on commodities		(115,868	)		(38,949	)
Loss (gain) on equity method investments		4,815			(1,319)
Deferred rent		441			2,292
Deferred income taxes		72,750			(35,925)
Changes in operating assets and liabilities:
Accounts receivable		(1,196,781)			2,315,292
Inventories		1,233,255			(207,234)
Prepaid expenses and other current assets		91,284			79,340
Prepaid green coffee		65,665			(71,406)
Prepaid and refundable income taxes		130,510			197,378
Accounts payable and accrued expenses		(635,798	)		(760,039)
Deposits and other assets					5,099
Income taxes payable		1,290			1,222
Net cash provided by operating activities		406,423			2,063,146

INVESTING ACTIVITIES:
Purchases of machinery and equipment		(145,452	)		(255,126	)
Net cash used in investing activities		(145,452	)		(255,126	)

FINANCING ACTIVITIES:
Advances under bank line of credit		1,000,100			1,000,100
Purchase of treasury stock		(264,928	)
Principal payments under bank line of credit					(3,200,000	)
Net cash provided by (used in) financing activities		735,172			(2,199,900	)

NET INCREASE (DECREASE) IN CASH		996,143			(391,880)

CASH, BEGINNING OF PERIOD		2,325,650			3,227,981

CASH, END OF PERIOD	$	3,321,793		$	2,836,101


	Common Stock				Treasury Stock					Additional Paid-in		Retained			Non- Controlling
	Shares		Amount		Shares		Amount			Capital		Earnings			Interest			Total

Balance, October 31, 2022		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	10,327,437		$	(244,462	)	$	24,550,667

Net loss		-		-		-		-			-		(532,103	)		-			(532,103	)

Balance, January 31, 2023		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	9,795,334		$	(244,462	)	$	24,018,564

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
Balance		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	9,491,861		$	(244,462	)	$	23,715,091

Net income		-		-		-		-			-		351,024			-			351,024
Net income (loss)		-		-		-		-			-		351,024			-			351,024

Balance, January 3l, 2024		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	9,842,885		$	(244,462	)	$	24,066,115
Balance		5,708,599	$	6,634		925,331	$	(4,633,560	)	$	19,094,618	$	9,842,885		$	(244,462	)	$	24,066,115

	January 31, 2018		January 31, 2017
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	85,039	$	61,823
Income taxes paid	$	9,214	$	3,846

	January 31, 2024		January 31, 2023
Green	$	7,479,202	$	7,658,947
Packaged		12,061,200		10,667,167
Totals	$	19,540,402	$	18,326,114
Revenues	$	19,540,402	$	18,326,114

	January 31, 2018		October 31, 2017
Allowance for doubtful accounts	$	65,000	$	65,000
Reserve for other allowances		35,000		35,000
Reserve for sales discounts		44,000		44,000
Totals	$	144,000	$	144,000

	January 31, 2018		October 31, 2017
Packed coffee	$	2,856,855	$	2,242,714
Green coffee		10,195,549		12,317,394
Roasters and parts		294,654		286,515
Packaging supplies		1,730,259		1,463,949
Totals	$	15,077,317	$	16,310,572

	January 31,2024		October 31,2023
Packed coffee	$	3,261,524	$	3,582,935
Green coffee		11,459,519		13,151,993
Roasters and parts		528,945		537,108
Packaging supplies		1,762,277		1,714,503
Totals	$	17,012,265	$	18,986,539
Inventories	$	17,012,265	$	18,986,539

	January 31, 2018		October 31, 2017

Option Contracts	$	(21,232)	$	166,945
Future Contracts		(73,762)		(377,807)
Total Commodities	$	(94,994)	$	(210,862)

	Three Months Ended January 31,
	2017			2017
Gross realized gains	$	130,946		$	405,258
Gross realized losses		(413,335	)		(460,018	)
Unrealized gain		115,868			38,949
Total	$	(166,521	)	$	(15,811	)

	2024		2023
Right-of-use operating lease assets	$	2,655,799	$	2,832,907

Current lease liability		563,474		186,879
Non-current lease liability		2,637,535		3,142,959
Total lease liability	$	3,201,009	$	3,329,838

Weighted average remaining lease term			10.0
Weighted average discount rate			4.9	%


2024	$	697,345
2025		400,868
2026		376,683
2027		367,788
2028		305,648
Thereafter		2,027,652
Total lease payments	$	4,175,984
Less: imputed interest		(974,975	)
Present value of operating lease liabilities	$	3,201,009

	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 ~~purchased 63,041~~did not purchase any shares ~~for $264,928~~ during the three months ended January 31, ~~2018. The Company purchased 57,367 shares for $247,382 during~~2024 and the year ended October 31, ~~2017.~~2023.

	b.	~~Share Repurchase Program.~~Stock OptionsOn. The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on April 19, 2019, has granted 1,000,000 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise price of $5.43, which expire on April 17, 2029. As of January ~~24, 2014,~~31, 2024, there are 942,000 options remaining. Options granted under the Company announced that the Board of Directors had approved a share repurchase program (the “2014 Share Repurchase Program”) pursuant to which the Company may repurchase up to $1 million of its outstanding shares of common stock from time to time on the open market and in privately negotiated transactions subject to market conditions, share price and other factors. The 2014 Share Repurchase Program2013 Plan may be ~~discontinued~~Incentive Stock Options or ~~suspended~~Nonqualified Stock Options, as determined by the Administrator at ~~any time. The Company does not intend to make any further repurchases under~~ the ~~2014 Share Repurchase Program and the 2014 Share Repurchase Program is terminated. As~~time of October 31, 2016, pursuant to the terms of the 2014 Share Repurchase Program, the Company had repurchased 156,415 shares of outstanding common stock in an amount equal in value to $995,729. On September 29, 2015, the Company announced that the Board of Directors had approved a share repurchase program (the “2015 Share Repurchase Program”) pursuant to which the Company may repurchase up to $2 million of the outstanding common stock from time to time on the open market and in privately negotiated transactions subject to market conditions, share price and other factors. The timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other factors. The 2015 Share Repurchase Program may be discontinuedgrant. No options were granted, forfeited or suspended at any time. Pursuant to the terms of the 2015 Share Repurchase Program, the Company purchased 3,384 and 337,269 shares respectively for $15,829 and $1,754,878, respectively during the year ended October 31, 2017 and 2016. On September 10, 2017, the Company announced that the Board of Directors had approved a share repurchase program (the “2017 Share Repurchase Program”) pursuant to which the Company may repurchase up to $2 million of the outstanding common stock from time to time on the open market and in privately negotiated transactions subject to market conditions, share price and other factors. The timing and amount of any shares repurchased will be determined based on the Company’s evaluation of market conditions and other factors. The 2017 Share Repurchase Program may be discontinued or suspended at any time. Pursuant to the terms of the 2017 Share Repurchase Program, the Company purchased 63,041 and 53,983 shares for $264,928 and $239,091expired during the three months ended January 31, ~~2018 and~~2024 or for the year ended October 31, ~~2017, respectively.~~2023.

	●	our dependency on a single commodity could affect our revenues and profitability;
	●
	●	our success in expanding our market presence in new geographic regions;
	●
	●	the effectiveness of our hedging policy may impact our profitability;
	●
	●	the success of our joint ventures;
	●
	●	our success in implementing our business strategy or introducing new products;
	●
	●	our ability to attract and retain customers;
	●
	●	our ability to obtain additional financing;
	●	our ability to comply with the restrictive covenants we are subject to under our current financing;
	●	the effects of competition from other coffee manufacturers and other beverage alternatives;
	●
	●	the impact to the operations of our Colorado facility;
	●
	●	general economic conditions and conditions which affect the market for coffee;
	●	the potential adverse impact of the COVID-19 pandemic on our operations and results;
	●	our expectations regarding, and the stability of, our supply chain, including potential shortages or interruptions in the supply or delivery of green coffee;
	●	the macro global economic environment;
	●
	●	our ability to maintain and develop our brand recognition;
	●
	●	the impact of rapid or persistent fluctuations in the price of coffee beans;
	●
	●	fluctuations in the supply of coffee beans;
	●
	●	the volatility of our common stock; and
	●
	●	other risks which we identify in future filings with the Securities and Exchange Commission (the “SEC”).

●	●	the sale of wholesale specialty green coffee;
	●
	●	the roasting, blending, packaging and sale of private label coffee;
	●
	●	the roasting, blending, packaging and sale of our eight ~~proprietary~~ brands of coffee; and
	●
	●	sales of our tabletop coffee roasting equipment.

	●	the level of marketing and pricing competition from existing or new competitors in the coffee industry;
	●
	●	our ability to retain existing customers and attract new customers;
	●
	●	our hedging policy;
	●
	●	fluctuations in purchase prices and supply of green coffee and in the selling prices of our products; and
	●
	●	our ability to manage inventory and fulfillment operations and maintain gross margins.

	●	We recognize revenue in accordance with the relevant authoritative guidance. Revenue is recognized at the point title and risk of ownership transfers to its customers which is upon the shippers taking possession of the goods because i) title passes in accordance with the terms of the purchase orders and with our agreements with our customers, ii) any risk of loss is covered by the customers’ insurance, iii) there is persuasive evidence of a sales arrangement, iv) the sales price is determinable and v) collection of the resulting receivable is reasonably assured. Thus, revenue is recognized at the point of shipment.

	●	Our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required. For example, every additional one percent of our accounts receivable that becomes uncollectible, would decrease our operating income by approximately $146,000 for the quarter ended January 31, 2018. 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 us from our customers.

	●	Inventories are stated at lower of cost (determined on a first-in, first-out basis) or market. Based on our assumptions about future demand and market conditions, inventories are subject to be written-down to market value. If our assumptions about future demand change and/or actual market conditions are less favorable than those projected, additional write-downs of inventories may be required. Each additional one percent of potential inventory writedown would have decreased operating income by approximately $151,000 for the quarter ended January 31, 2018.

	●	The commodities held at broker represent the market value of our trading account, which consists of option and futures contracts for coffee held with a brokerage firm. We use 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 recognized at fair value in the consolidated financial statements with current recognition of gains and losses on such positions. We classify options and futures contracts as trading securities and accordingly, unrealized holding gains and losses are included in earnings. We record realized and unrealized gains and losses in our cost of sales in the statement of operations/income.

	●	We account for income taxes in accordance with the relevant authoritative guidance. Deferred tax assets and liabilities are 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 rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. Accordingly, our net deferred tax asset as of January 31, 2018 of $179,958 may require a valuation allowance if we do not generate taxable income.

	●	Our goodwill consists of the cost in excess of the fair market value of the acquired net assets of OPTCO, SONO and CFI which have been integrated into a structure that does not provide the basis for separate reporting units. Consequently, we are a single reporting unit for goodwill impairment testing purposes. We also have intangible assets consisting of our customer list and relationships and trademarks acquired from OPTCO, SONO and CFI. At January 31, 2018 our balance sheet reflected goodwill and intangible assets as set forth below:

	January 31, 2018
Customer list and relationships, net	$	360,125
Trademarks		820,000
Other intangible assets		331,124
Goodwill		1,548,969
	$	3,060,218

	●	educating control owners concerning the principles and requirements of each control, with a focus on those related to user access to our financial reporting systems impacting financial reporting;
	●	developing and maintaining documentation to promote knowledge transfer upon personnel and function changes;
	●	developing enhanced controls and reviews related to our financial reporting systems; and
	●	performing an in-depth analysis of who should have access to perform key functions within our financial reporting system that impact financial reporting and redesigning aspects of the system to better allow the access rights to be implemented.

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.**

101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	Coffee Holding Co., Inc.

Date: March ~~7, 2018~~18, 2024	By:	/s/ Andrew Gordon
		Andrew Gordon President
		Chief Executive Officer and Chief Financial Officer