UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 10-K/A
(Amendment No. 1)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended October 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _______________.
Commission file No. _______
COFFEE HOLDING CO., INC.
(Exact name of registrant as specified in its charter)
Nevada 11-2238111
(state or other jurisdiction of (IRS employer
incorporation or organization) identification number)
4401 First Avenue, Brooklyn, New York 11232-0005
(address of principal executive offices) (zip code)
Registrant's telephone number, including area code (718) 832-0800
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X No_.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting common stock held by non-affiliates of
the Registrant cannot be determined as the common stock is not quoted or listed
on any quotation system or market.
As of October 31, 2000, the Registrant had 3,999,650 shares of common stock, par
value $.001 per share, outstanding.
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Explanatory Note
This amendment is filed for the sole purpose of filing Exhibit 3.4 and
10.3.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The financial statements and financial statement schedules listed
below are filed as a part of this report. See Index to Financial Statements and
Financial Statement Schedules beginning on Page F-1.
1. Financial Statements:
- Index to Financial Statements and Financial Statement
Schedules
- Report of Independent Public Accountants
- Balance sheets as of October 31, 2000 and 1999
- Statements of Operations for the Years Ended October 31, 2000,
1999 and 1998
- Statements of Changes in Stockholders' Equity (Deficiency) for
the Years Ended October 31, 2000, 1999 and 1998
- Statements of Cash Flows for the Years Ended October 31, 2000,
1999 and 1998
- Notes to Financial Statements
2. Financial Statement Schedules:
II. Valuation and Qualifying Accounts and Reserves for the Years Ended
October 31, 2000, 1999 and 1998
Other Schedules have been omitted because the information required to be
set forth therein is not applicable or is shown in the financial
statements or notes thereto.
(b) No reports on Form 8-K were filed by the Company during the fourth
quarter ended October 31, 2000.
(c) Exhibits
Exhibit
Number Exhibit Name
- ------- ------------
3.1 Articles of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998).
3.2 Certificate of Amendment of Articles of Incorporation of
Coffee Holding Co., Inc. (incorporated herein by reference to
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for
the quarter ended April 30, 1998).
3.3 The Company's By-Laws, as amended (incorporated herein by
reference to Exhibit 3.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended April 30, 1998).
3.4* Articles of Merger of Coffee Holding Co., Inc. and
Transpacific International Group Corp.
10.1 Lease with T&O Management Corp. dated August 15, 1997
(incorporated herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1998).
10.2 1998 Stock Option Plan (incorporated hereby reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q
for the quarter ended April 30, 1998).
10.3* Loan and Security Agreement dated as of November 21, 1997
between the Company and NationsCredit Commercial Corporation.
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10.4* First Amendment to Loan and Security Agreement dated as of May
22, 1998 between the Company and NationsCredit Commercial
Corporation.
10.5* Second Amendment dated as of November 29, 2000 to Loan and
Security Agreement between the Company and Wells Fargo
Business Credit, as assignee.
10.6 Term Note dated as of November 29, 2000 made by the Company in
favor of Wells Fargo Business Credit, Inc. in the principal
amount of $600,000.
16.1 Letter from German W. Chacon (incorporated by reference to
Exhibit 16(a) to the Form 8-K of Transpacific International
Group Corp. filed with the SEC on May 18, 1998).
16.2 Letter from Ira D. Ganzfried & Company (incorporated by
reference to Exhibit 16(b) to the Form 8-K of Transpacific
International Group Corp. filed with the SEC on May 18, 1998).
27* Financial Data Schedule.
- ----------
* Filed herewith
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INDEX TO EXHIBITS
3.4 Articles of Merger of Coffee Holding Co., Inc. and
Transpacific International Group Corp.
10.3 Loan and Security Agreement dated as of November 21, 1997
between the Company and NationsCredit Commercial Corporation.
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SIGNATURES
In accordance with the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto duly authorized.
Coffee Holding Co., Inc.
By:/s/ David Gordon
-------------------------------------
David Gordon, Executive Vice President
Dated: January 31, 2001
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