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 2019-04-19

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended October 31, 2023

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

 For
the transition period from ____________ to _______________.

 Commission
file number: 001-32491

HOLDING CO., INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 11-2238111

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification No.)

 3475
 Victory Boulevard, Staten Island, New York

 10314

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (718) 832-0800

 Securities
registered under Section 12(b) of the Act:

 Title
 of each class:

 Trading
 Symbol

 Name
 of each exchange on which registered:

 Common
 Stock, Par Value $0.001 Per Share

 JVA

 NASDAQ
 Capital Market

 Securities
registered under Section 12(g) of the Exchange Act: None

by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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 past 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 No

by check mark whether the registrant has submitted electronically 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 shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Non-accelerated
 filer

 Accelerated
 filer

 Smaller
 Reporting Company

 Emerging
Growth Company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the common equity held by non-affiliates of the registrant, computed by reference to the closing price of the
registrant's common stock on the NASDAQ Capital Market on April 30, 2023, was $ 7,972,813.

 As
of January 20, 2024, the registrant had 5,708,599 shares of common stock, par value $0.001 per share, outstanding.

 Documents
incorporated by reference

 None.

 TABLE
OF CONTENTS

 Page

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 RESERVED

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

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

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM
 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM

 FORM 10-K SUMMARY

 SIGNATURES

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 i

 PART
I

 ITEM
 1.

 BUSINESS

 General
Overview

 Products
and Operations. We are an integrated wholesale coffee roaster and dealer located in the United States. Our core products can
be divided into three categories:

 Green Coffee: unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;

 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

 Coffee: coffee roasted and blended to our own specifications and packaged and sold under our eight proprietary and licensed
 brand names in different segments of the market.

 Our
private label and branded coffee products are sold throughout the United States and certain countries in Asia to supermarkets, wholesalers,
and individually owned and multi-unit retail customers. Our unprocessed green coffee, which includes over 90 specialty coffee offerings,
is primarily sold to specialty gourmet roasters in the United States, Canada and multiple international countries.

 We
conduct our operations in accordance with strict freshness and quality standards. All of our private label and branded coffees are produced
from high quality coffee beans that are deep roasted for full flavor using a slow roasting process that has been perfected utilizing
almost 50 years of experience in the coffee industry. In order to ensure freshness, our products are delivered to our customers within
72 hours of roasting. We believe that our long history has enabled us to develop a loyal customer base.

 In
June 2016, we acquired substantially all of the assets of Coffee Kinetics LLC (doing business as Sonofresco) through our wholly-owned
subsidiary Sonofresco, LLC ("Sonofresco" or "SONO"), including equipment, inventory, customer lists, relationships
and accounts payable. In addition to our wholesale green coffee, private label coffee and branded coffee product offerings, we currently
sell tabletop coffee roasting equipment to our customers through Sonofresco.

 On
February 23, 2017, we purchased all the outstanding common stock of Comfort Foods, Inc. ("CFI"). CFI is a medium sized regional
roaster, manufacturing both branded and private label coffee for retail and foodservice customers located predominantly in the northeast
United States marketplace.

 On
April 24, 2018, pursuant to an Asset Purchase Agreement, by and among Generations Coffee Company, LLC ("GCC") the entity
formed as a result of the Company's joint venture with Caruso's Coffee, Inc. and Steep & Brew, Inc. ("the Seller")
a Wisconsin corporation and the stockholder of the Seller. GCC purchased substantially all the assets, including equipment, inventory,
customer lists and relationships of the Seller. As of the fiscal period ended January 31, 2022, the parties to the joint venture have
agreed not continue with this joint venture.

 On
October 15, 2020, we entered into a Contribution and Equity Purchase Agreement (the "Jordre Well Agreement") to become a
49% owner in The Jordre Well, LLC ("The Jordre Well"), a cannabidiol ("CBD") beverage company. Under the terms
of the Jordre Well Agreement, The Jordre Well was to assist us in the development and commercialization of CBD-infused line extensions
for non-coffee CBD-infused beverages and products. However, after further analysis by management, we will no longer pursue this line
of products.

 We
were incorporated on October 9, 1995 under the laws of the State of Nevada under the name Transpacific International Group Corp ("Transpacific").
On April 16, 1998, Transpacific completed a merger with Coffee Holding Co., Inc., a New York corporation. Upon the consummation of the
merger, Coffee Holding Co., Inc. was merged into Transpacific and Transpacific changed its name to Coffee Holding Co., Inc.

 Our
corporate offices are located at 3475 Victory Boulevard, Staten Island, New York 10314. Our telephone number is (718) 832-0800 and our
website address is www.coffeeholding.com. On our website, investors can obtain, free of charge, a copy of our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, our Code of Conduct and Business Ethics, including disclosure related to
any amendments or waivers thereto, other reports and any amendments thereto filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act of 1934, as amended, as soon as reasonably practicable after we file such material electronically with, or furnish it
to, the Securities and Exchange Commission, or the SEC. None of the information posted on our website is incorporated by reference into
this Annual Report. The SEC also maintains a website at  that contains reports, proxy and information statements
and other information regarding us and other companies that file materials with the SEC electronically

 All
references in this report to "JVA," the "Company," "we," "us," or "our" mean
Coffee Holding Co., Inc. and its subsidiaries unless stated otherwise or the context otherwise indicates.

 Recent
Developments

 On
September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation ("JVA"), entered into a Merger and Share Exchange Agreement
(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.

 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 this Annual Report on Form 10-K and incorporated
by reference herein.

 Our
Competitive Strengths

 To
achieve our growth objectives described below, we intend to leverage the following competitive strengths:

 Positioned
to Profitably Grow Through Varying Cycles of the Coffee Market. We believe that we are one of the few coffee companies to offer
a broad array of branded and private label roasted ground coffees and wholesale green coffee across the spectrum of consumer tastes,
preferences and price points. While many of our competitors engage in distinct segments of the coffee business, we sell products in each
of the following areas:

 Retail
 branded coffee;

 Mainstream
 retail private label coffee;

 Specialty
 retail coffees both private label and branded;

 specialty green and gourmet whole bean coffees;

 Single
 cup coffee pods;

 Food
 service;

 Instant
 coffees;

 Tea;
 and

 Tabletop
 coffee roasting equipment.

 Our
branded and private label roasted ground coffees are sold at competitive and value price levels while some of our other branded and specialty
coffees are sold predominantly at premium price levels. Premium price level coffee is high-quality gourmet coffee, such as AA Arabica
coffee, which sell at a substantial premium over traditional retail canned coffee, while competitive and value price level coffee is
mainstream or traditional canned coffee. Because of this diversification, we believe that our profitability is not dependent on any one
area of the coffee industry and, therefore, is less sensitive than our competition to potential coffee commodity price and overall economic
volatility.

Green Coffee Market Presence. As a large roaster-dealer of green coffee, we believe that we are favorably positioned to increase
our specialty coffee sales. Since 1998, we have increased the number of our wholesale green coffee customers, including coffee houses,
single store operators, mall coffee stores and mail order sellers. We are a charter member of the Specialty Coffee Association of America
and one of the largest distributors of Swiss Water Processed Decaffeinated Coffees and Dattera specialty Brazil coffees in the United
States. Our almost 50 years of experience as a roaster and a dealer of green coffee allows us to provide our roasting experience as a
value added service to our gourmet roaster customers. The assistance we provide to our customers includes training, coffee blending and
market identification. We believe that our relationships with wholesale green coffee customers and our focus on selling green coffee
as a wholesaler has enabled us to participate in the growth of the specialty coffee market while mitigating the risks associated with
the competitive retail specialty coffee environment.

 Diverse
Portfolio of Differentiated Branded Coffees. We have amassed a portfolio of eight proprietary name brands sold to supermarkets,
wholesalers and individually owned stores in the United States, including brands for specialty espresso, Latin espresso, Italian espresso,
100% Colombian coffee and blended and flavored coffees. In addition, we have entered into a licensing agreement with Del Monte Corporation
for the exclusive right to use the S&W trademark in the United States and other countries approved by Del Monte Corporation in connection
with the production, manufacture and sale of roasted whole bean and ground coffee for distribution to retail customers. Our existing
portfolio of differentiated brands combined with our management expertise serve as a platform to add additional name brands through acquisition
or licensing agreements which target product niches and segments that do not compete with our existing brands.

 Management
Has Extensive Experience in the Coffee Industry. Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer
and Treasurer, and David Gordon, our Executive Vice President – Operations, have worked with Coffee Holding for 42 and 44 years,
respectively. During this period, the Company has successfully navigated varying cycles in both the coffee industry and macro economy.
David Gordon is an original member of the Specialty Coffee Association of America. We believe that our employees and management are dedicated
to our vision and mission, which is to produce high quality products, as well as to provide quality and responsive service to our customers.

 Our
Growth Strategy

 We
believe that significant growth opportunities exist by selectively pursuing strategic acquisitions and alliances, increasing penetration
with existing customers by adding new products, and developing our Harmony Bay brand and increase the number of our wholesale green coffee
customers. By capitalizing on this strategy, we hope to continue to grow our business with our commitment to quality and personalized
service to our customers. We do not intend to compete on price alone nor do we intend to expand sales at the expense of profitability.

 Selectively
Pursue Strategic Acquisitions and Alliances. We have expanded our operations by acquiring coffee companies, entering into strategic
alliances and acquiring or licensing brands, which complement our business objectives and we intend to continue to seek such opportunities.

 Grow
Our Cafe Caribe and Cafe Supremo Products. We believe the Latin population in the United States is the fastest growing and now
represents the largest minority demographic in the United States. We believe there is significant opportunity for our Caf Caribe
and Caf Supremo brands to gain market share among Latin consumers in the United States. Caf Caribe, which has historically
been our leading brand by poundage, is a specialty espresso coffee that targets espresso coffee drinkers and, in particular, Latin consumers.
Caf Supremo is a specialty espresso coffee which is priced for the more price sensitive Latin espresso coffee drinker.

 Further
Market Penetration of Our Niche Products. We intend to capture additional market share through our existing distribution channels
by selectively adding or introducing new brand names and products across multiple price points, including:

 New
 licensing agreements;

 Specialty
 blends and foodservice opportunities; and

 Sales
 of our tabletop coffee roasting equipment.

 Our
Core Products

 Our
core products can be divided into three categories:

 Green Coffee: unroasted raw beans imported from around the world and sold to large, medium and small roasters and coffee
 shop operators;

 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

 Coffee: coffee roasted and blended to our own specifications and packaged and sold under our eight proprietary and licensed
 brand names in different segments of the market.

Green Coffee. The specialty coffee market remains the fastest growing area of our industry. The number of gourmet coffee houses
have been increasing in all areas of the United States. The growth in specialty coffee sales has created a marketplace for higher quality
and differentiated products, which can be priced at a premium in the marketplace. As a large roaster-dealer of green coffee, we are favorably
positioned to increase our specialty coffee sales. We sell green coffee beans to small roasters and coffee shop operators located throughout
the United States and carry over approximately 90 different varieties. Specialty green coffee beans are sold unroasted, direct from warehouses
to small roasters and gourmet coffee shop operators, which then roast the beans themselves. We sell from as little as one bag (132 pounds)
to a full truckload (44,000 pounds) of specialty green coffee beans, depending on the size and need of the customer. We believe that
we can increase sales of wholesale green coffee without an increase in infrastructure as well as without venturing into the highly competitive
retail specialty coffee environment. We believe that by utilizing our current strategy we can be as profitable or more profitable than
our competitors in this segment by selling "one bag at a time" rather than "one cup at a time."

Label Coffee. We roast, blend, package and sell coffee under private labels for companies throughout the United States and Canada.
Our private label coffee is sold in cans, brick packages and instants in a variety of sizes. We produce private label coffee for customers
who desire to sell coffee under their own name but do not want to engage in the manufacturing process. Our private label customers seek
a quality similar to the national brands at a lower cost, which represents a better value for the consumer.

Coffee. We roast and blend our branded coffee according to our own recipes and package the coffee at our facilities in La Junta,
Colorado, and North Andover, Massachusetts. We then sell the packaged coffee under our brand labels to supermarkets, wholesalers and
individually-owned stores throughout the United States.

 We
hold trademarks for each of our proprietary name brands and have the exclusive right to use the S&W, IL CLASSICO brand names in the
United States in connection with the production, manufacture and sale of roasted whole bean and ground coffee for distribution at the
retail level. For further information regarding our trademark rights, see "Business—Trademarks."

 Each
of our name brands is directed at a particular segment of the coffee market. Our branded coffees are:

 Cafe
Caribe, a specialty espresso coffee that targets espresso coffee drinkers and, in particular, the Latin consumer market;

 Don
Manuel, is produced from the finest 100% Colombian coffee beans. Don Manuel is an upscale quality product which commands a substantial
premium compared to the more traditional brown coffee blends. We also use this known trademark in our food service business because of
the high brand quality;

 S&W,
an upscale canned coffee established in 1921 and includes Premium, Premium Decaf, French Roast, Colombian, Colombian Decaf, Swiss Water
Decaf, Kona, Mellow'd Roast and IL CLASSICO lines;

 Cafe
Supremo, a specialty espresso that targets espresso drinkers of all backgrounds and tastes. It is designed to introduce coffee
drinkers to the tastes of dark roasted coffee;

 Via
Roma, an Italian espresso targeted at the more traditional espresso drinker;

 Premier
Roasters, a line of high quality retail and foodservice products packed in composite cans and poly bags and single serve; and

 Harmony
Bay, an upscale line of flavored beans in 11oz and 40oz bags, along with single serve offerings in a multitude of unique flavor
profiles.

 Other
Products

 We
also offer several niche products, including:

 tea;
 and

 table-top
 coffee roasters and grinders.

 Raw
Materials

is a commodity traded on the Commodities and Futures Exchange subject to price fluctuations. Over the past five years, the average price
per pound of coffee beans ranged from approximately $0.8635 to $2.6045. The price for coffee beans on the commodities market as of October
31, 2023 and 2022 was $1.6730 and $1.7770 per pound, respectively. Specialty green coffee, unlike most coffee, is not tied directly to
the commodities cash markets. Instead, it tends to trade on a negotiated basis at a substantial premium over commodity coffee pricing,
depending on the origin, supply and demand at the time of purchase. We are a licensed Fair Trade dealer for Fair Trade certified coffee.
Fair Trade certified coffee helps small coffee farmers to increase their incomes and improve the prospects of their communities and families
by guaranteeing farmers a minimum price of ten cents above the current market price. Our North Andover plant operated by our Comfort
Foods division, is certified organic by the Organic Crop Improvement Association (OCIA). All of our specialty green coffees, as well
as all of the other coffees we import for roasting, are subject to multiple levels of quality control.

 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. We do not have any formalized, material agreements or long-term
contracts with any of these suppliers. Rather, our purchases are typically made pursuant to individual purchase orders. We do not believe
that the loss of any one supplier would have a material adverse effect on our operations due to the availability of alternate suppliers.

 The
supply and price of coffee beans are subject to volatility and are influenced by numerous factors which are beyond our control. Supply
and price can be affected by factors such as weather, politics, currency fluctuations and economics within the countries that export
coffee. Increases in the cost of coffee beans can, to a certain extent, be passed on to our customers in the form of higher prices for
coffee beans and processed coffee. Drastic or prolonged increases in coffee prices may also adversely impact our business as it could
lead to a decline in overall consumption of coffee. Similarly, rapid decreases in the cost of coffee beans may force us to lower our
sale prices before realizing cost reductions in our purchases.

 We
subject all of our private unroasted green coffee to both a pre-shipment sample approval and an additional sample approval upon arrival
into the United States. Once the arrival sample is approved, we then bring the coffee to one of our facilities to roast and blend according
to our own strict specifications. During the roasting and blending process, samples are pulled off the production line and tested on
an hourly basis to ensure that each batch roasted is consistent with the others and meets the strict quality standards demanded by our
customers and us.

 Our
Use of Derivatives

 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 and to reduce our costs of sales. 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 of 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 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 in any one of our
physical 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 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." 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. See "Quantitative and Qualitative Disclosures About Market Risk—Commodity
Price Risks."

 Trademarks
and Tradename

 We
hold trademarks, registered with the United States Patent and Trademark Office, for all eight of our proprietary coffee brands and an
exclusive license for S&W, IL CLASSICO brands for sale in the United States. Trademark registrations are subject to periodic renewal
and we anticipate maintaining our registrations. We believe that our brands are recognizable in the marketplace and that brand recognition
is important to the success of our branded coffee business.

 Customers

 We
sell our private label and our branded coffee to some of the largest retail and wholesale customers in the United States.

 Although
our agreements with wholesale customers generally contain only pricing terms, our contracts with certain customers also contain minimum
and maximum purchase obligations at fixed prices. Because our profits on a fixed-price contract could decline if coffee prices increased,
we acquire futures contracts with longer terms (generally three to four months) primarily for the purpose of guaranteeing an adequate
supply of green coffee at favorable prices. Although the use of these derivative financial instruments has generally enabled us to mitigate
the effect of changing prices, no strategy can entirely eliminate pricing risks or increased losses 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 futures contracts. See "Our Use of Derivatives."

 Marketing

 We
market our private label and wholesale coffee through trade shows, industry publications, face-to-face contact and through the use of
our internal sales force and non-exclusive independent food and beverage sales brokers. We also use our web site (www.coffeeholding.com)
as a method of marketing our coffee products and ourselves.

 For
our private label and branded coffees, we will, from time to time in conjunction with retailers and with wholesalers, conduct in-store
promotions, such as product demonstrations, coupons, price reductions, two-for-one sales and new product launches to capture changing
consumer taste preferences for upscale canned, bagged and single cup coffees.

 We
evaluate opportunities for growth consistent with our business objectives. In addition, we have established relationships with independent
sales brokers to market our products across the United States, in areas of the country where we have not had a high penetration of sales
and Canada. We utilize our in-house sales personnel to market our private label brands. We intend to capture additional market share
in our existing distribution channels by selectively adding or introducing new brand names and products across multiple price points,
including niche specialty blends, private label "value" blends and tea and our own brands, filter packages and peripheral
products.

 Charitable
Activities

 We
are also a supporter of several coffee-oriented charitable organizations and during fiscal years 2023 and 2022, we donated approximately
$24,000 and $38,000, respectively, to charities.

 For
 over 20 years, we have been members of Coffee Kids, an international non-profit organization that helps to improve the quality of
 life of children and their families in coffee-growing communities in Mexico, Guatemala, Nicaragua and Costa Rica.

 We
 are members of Grounds for Health, an organization that educates, screens and arranges treatment for women who have cancer and live
 in the rural coffee growing communities of Mexico.

 We
 are a licensed Fair Trade dealer of Fair Trade certified coffee. Fair Trade certified coffee helps small coffee farmers to increase
 their incomes and improve the prospects of their communities and families. It guarantees farmers a minimum price of $1.40 per pound
 or fifteen cents above the current market price.

 We
 are the administrative benefactors to a non-profit organization called Cup for Education. After discovering the lack of schools,
 teachers and basic fundamental learning supplies in the poor coffee growing communities of Central and Latin America, "Cup"
 was established by our employee, Karen Gordon, to help build schools, sponsor teachers and purchase basic supplies such as books,
 chalk and other necessities for a proper education.

 Competition

 The
coffee market is highly competitive. We compete in the following areas:

Green Coffee. There are many green coffee dealers throughout the United States. Many of these dealers have greater financial
resources than we do. However, we believe that we have both the knowledge and the capability to assist small specialty gourmet coffee
roasters with developing and growing their businesses. Our over 40 years of experience as a roaster and a dealer of green coffee allows
us to provide our roasting experience as a value added service to our gourmet roaster customers. While other coffee merchants may be
able to offer lower prices for coffee beans, we market ourselves as a value-added supplier to small roasters, with the ability to help
them market their specialty coffee products and develop a customer base. The assistance we provide our customers includes training, coffee
blending and market identification. Because specialty green coffee beans are sold unroasted to small coffee shops and roasters that market
their products to local gourmet customers, we do not believe that our specialty green coffee customers compete with our private label
or branded coffee lines of business. We believe that the addition of Organic Products Trading Company, LLC ("OPTCO"), Sonofresco,
CFI as well as our external green coffee salespeople allows us to compete more effectively throughout the country and Canada.

Label Competition. There are several major producers of coffee for private label sales in the United States. Many other companies
produce coffee for sale on a regional basis. Our main competitor is the Massimo Zanetti Beverage Company. The Massimo Zanetti Beverage
Company is larger and has more financial and other resources than we do and, therefore, is able to devote more resources to product development
and marketing. We believe that we remain competitive by providing a higher level of quality and customer service. This service includes
ensuring that the coffee produced for each label maintains a consistent taste and is delivered on time and in the proper quantities.

Competition. Our proprietary brand coffees compete with many other brands that are sold in supermarkets and specialty stores,
primarily in the Northeastern United States. The branded coffee market in both the Northeast and elsewhere is dominated by two large
companies: Kraft Foods, Inc. (owner of the Maxwell House brand), and J.M. Smucker Co. (owner of the Folgers and Caf Bustelo brands).
Our large competitors have greater access to capital and a greater ability to conduct marketing and promotions. We believe that, while
our competitors' brands may be more nationally recognizable, our Caf Caribe and Caf Supremo brands are competitive
in the fast growing Latin demographic, our Harmony Bay has a strong regional presence in the northeast and our S&W brand has been
a recognizable brand on the west coast for over 80 years.

 Government
Regulation

 Our
coffee roasting operations are subject to various governmental laws and regulations, which require us to obtain licenses relating to
customs, health and safety, building and land use and environmental protection. Our roasting facility is subject to state and local air-quality
and emissions regulation. If we encounter difficulties in obtaining any necessary licenses or if we have difficulty complying with these
laws and regulations, then we could be subject to fines and penalties, which could have a material adverse effect on our profitability.
In addition, our product offerings could be limited, thereby reducing our revenues.

 We
believe that we are in compliance in all material respects with all such laws and regulations and that we have obtained all material
licenses and permits that are required for the operation of our business. We are not aware of any environmental regulations that have
or that we believe will have a material adverse effect on our operations.

 Employees

 We
have 96 full-time employees. None of our employees are represented by unions or collective bargaining agreements. Our management believes
that we maintain good working relationships with our employees. To supplement our internal sales staff, we sometimes engage independent
national and regional sales brokers as independent contractors who work on a commission basis.

 ITEM
 1A.

 RISK
 FACTORS

 An
investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully
consider the risks and uncertainties described below together with all of the other information included in this report. In addition
to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market
price of our common stock could decline due to any of these identified or other risks, and you could lose all of your investment.

 Risks
affecting our Company

 Because
our business is highly dependent upon a single commodity, coffee, any decrease in demand for coffee could materially adversely affect
our revenues and profitability. Our business is centered on essentially one commodity: coffee. Our operations have primarily
focused on the following areas of the coffee industry:

 the
 roasting, blending, packaging and distribution of private label coffee;

 the
 roasting, blending, packaging and distribution of proprietary branded coffee; and

 the
 sale of wholesale specialty green coffee.

 Demand
for our products is affected by:

 consumer
 tastes and preferences;

 global
 economic conditions;

 demographic
 trends; and

 the
 type, number and location of competing products.

 Because
we rely on a single commodity, any decrease in demand for coffee would harm our business more than if we had more diversified product
offerings and could materially adversely affect our revenues and operating results.

 Unfavorable
global economic conditions and adverse developments with respect to financial institutions and associated liquidity risk could adversely
affect our business, financial condition and stock price.

 The
global credit and financial markets are currently, and have from time to time experienced extreme volatility and disruptions, including
severely diminished liquidity and credit availability, rising interest and inflation rates, declines in consumer confidence, declines
in economic growth, increases in unemployment rates and uncertainty about economic stability. The financial markets and the global economy
may also be adversely affected by the current or anticipated impact of military conflict, including the ongoing conflict between Russia
and Ukraine, terrorism or other geopolitical events. Sanctions imposed by the United States and other countries in response to such conflicts,
including the one in Ukraine, may also adversely impact the financial markets and the global economy, and any economic countermeasures
by the affected countries or others could exacerbate market and economic instability. There can be no assurance that future credit and
financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy may
be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and
unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions,
it may cause short-term liquidity risk and also make any necessary debt or equity financing more difficult, more costly, more onerous
with respect to financial and operating covenants and more dilutive. Failure to secure any necessary financing in a timely manner and
on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require
us to delay or abandon clinical development plans. In addition, there is a risk that one or more of our current service providers, financial
institutions, manufacturers and other partners may be adversely affected by the foregoing risks, which could directly affect our ability
to attain our operating goals on schedule and on budget.

 Adverse
global conditions, including economic uncertainty, may negatively impact our financial results.

 Global
conditions, dislocations in the financial markets, any negative financial impacts affecting United States corporations operating on a
global basis as a result of tax reform or changes to existing trade agreements or tax conventions, or inflation, could adversely impact
our business in a number of ways, including longer sales cycles, lower prices for our products, reduced licensing renewals, customer
disruption or foreign currency fluctuations.

 In
addition, the global macroeconomic environment could be negatively affected by, among other things, the COVID-19 pandemic or other epidemics,
instability in global economic markets, increased U.S. trade tariffs and trade disputes with other countries, instability in the global
credit markets, supply chain weaknesses, instability in the geopolitical environment as a result of the withdrawal of the United Kingdom
from the European Union, the Russian invasion of Ukraine and the resulting prolonged conflict and other political tensions, and foreign
governmental debt concerns. Such challenges have caused, and may continue to cause, uncertainty and instability in local economies and
in global financial markets.

 If
we are unable to geographically expand our branded and private label products, our growth will be impeded which could result in reduced
sales and profitability. Our business strategy emphasizes, among other things, geographic expansion of our branded and private
label products as opportunities arise. We may not be able to implement successfully this portion of our business strategy. Our ability
to implement this portion of our business strategy is dependent on our ability to:

 market
 our products on a national scale;

 increase
 our brand recognition on a national scale;

 enter
 into distribution and other strategic arrangements with third party retailers; and

 manage
 growth in administrative overhead and distribution costs likely to result from the planned expansion of our distribution channels.

 Our
sales and profitability may be adversely affected if we fail to successfully expand the geographic distribution of our branded and private
label products. In addition, our expenses could increase and our profits could decrease as we implement our growth strategy.

 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. The supply and price of coffee beans are subject to volatility and are
influenced by numerous factors which are beyond our control. We have used and expect to continue to use to a lesser extent short-term
coffee futures and options contracts for the purpose of hedging the effects of changing green coffee prices. In addition, we have acquired
and expect to continue to acquire to a lesser extent futures contracts with longer terms, generally three to four months, 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. 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
in any one of our physical contracts. Historically, we generally have been able to pass green coffee price increases through to customers,
thereby maintaining our gross profits, however, we may not be able to pass price increases through to our customers in the future. 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 hedging results in losses, our cost
of sales may increase, resulting in a decrease in profitability or an increase in losses. Although we have had net gains on options and
futures contracts in the past, we have incurred losses on options and futures contracts during some reporting periods. In these cases,
our cost of sales has increased, resulting in a decrease in our profitability or an increase in losses. Such losses have and could in
the future materially increase our cost of sales and materially decrease our profitability or increase losses and adversely affect our
stock price.

 Any
inability to successfully implement our strategy of growth through selective acquisitions, licensing arrangements and other strategic
alliances, including joint ventures, could materially affect our revenues and profitability. Part of our growth strategy utilizes
the selective acquisition of coffee companies, the selective acquisition or licensing of additional coffee brands and other strategic
alliances including joint ventures, presents risks that could result in increased expenditures and could materially adversely affect
our revenues and profitability, including:

 such
 acquisitions, licensing arrangements or other strategic alliances may divert our management's attention from our existing operations;

 we
 may not be able to successfully integrate any acquired coffee companies or new coffee brands into our existing business;

 we
 may not be able to manage the contingent risks associated with the past operations of, and other unanticipated problems arising in,
 any acquired coffee company; and

 we
 may not be able to control unanticipated costs associated with such acquisitions, licensing arrangements or strategic alliances.

 In
addition, any such acquisitions, licensing arrangements or strategic alliances may result in:

 potentially
 dilutive issuances of our equity securities;

 the
 incurrence of additional debt;

 restructuring
 charges; and

 the
 recognition of significant charges for depreciation and amortization related to intangible assets.

 As
has been our practice in the past, we will continuously evaluate any such acquisitions, licensing opportunities or strategic alliances
as they arise. However, we have not reached any new agreements or arrangements with respect to any such acquisition, licensing opportunity
or strategic alliance (other than those described herein) at this time and we may not be able to consummate any acquisitions, licensing
arrangements or strategic alliances on terms favorable to us or at all. The failure to consummate any such acquisitions, licensing arrangements
or strategic alliances may reduce our growth and expansion. In addition, if these acquisitions, licensing opportunities or strategic
alliances are not successful, our earnings could be materially adversely affected by increased expenses and decreased revenues.

 Our
revenues and profitability could be adversely affected if our joint ventures or acquisitions are not successful. We have historically
utilized joint ventures and acquisitions to grow our business and we intend to continue to seek opportunities for new joint ventures
and acquisitions that will be complimentary to our business. While we believe that our joint ventures will be successful, losses in our
joint ventures or any future joint ventures would hurt our profitability. In addition, we generally will not be in a position to exercise
sole decision-making authority regarding our joint ventures. Investments in joint ventures may under certain circumstances, involve risks
not present when a third party is not involved, including the possibility that joint venture partners might become bankrupt or fail to
fund their share of the required capital contributions. Joint venture partners may have business interests, strategies or goals that
are inconsistent with our business interests, strategies or goals and may be, in cases where we have a minority interest, in a position
to take actions contrary to our policies, strategies or objectives. Any disputes that may arise between us and our joint venture partners
may result in litigation or arbitration that could increase our expenses and could prevent our officers and/or directors from focusing
their time and effort exclusively on our business strategies. In addition, we may in certain circumstances be liable for the actions
of our third-party joint venture partners.

 Acquisitions
including strategic investments or alliances entail numerous risks, which may include:

 difficulties
 in integrating acquired operations or products, including the loss of key employees from, or customers of, acquired businesses;

 diversion
 of management's attention from our existing businesses;

 adverse
 effects on existing business relationships with suppliers and customers;

 adverse
 impacts of margin and product cost structures different from those of our current mix of business; and

 risks
 of entering distribution channels, categories or markets in which we have limited or no prior experience.

 Our
failure to successfully complete the integration of any acquired business, and any adverse consequences associated with our acquisition
activities, could have a material adverse effect on our business, financial condition and operating results.

 The
loss of any of our key customers, could negatively affect our revenues and decrease our earnings. No one customer accounted for
greater than 10% of our net sales during our 2023 fiscal year. We generally do not enter long-term contracts with most of our customers.
Accordingly, some of our customers can stop purchasing our products at any time without penalty and are free to purchase products from
our competitors. The loss of, or reduction in sales to any of our other customers to which we sell a significant amount of our products
or any material adverse change in the financial condition of such customers would negatively affect our revenues and decrease our earnings.

 If
we lose our key personnel, including Andrew Gordon and David Gordon, our revenues and profitability could suffer. Our success
depends to a large degree upon the services of Andrew Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer,
and David Gordon, our Executive Vice President – Operations and Secretary. We also depend to a large degree on the expertise of
our coffee roasters. We do not have employment contracts with our coffee roasters. Our ability to source and purchase a sufficient supply
of high quality coffee beans and to roast coffee beans consistent with our quality standards could suffer if we lose the services of
any of these individuals. As a result, our business and operating results would be adversely affected. We may not be successful in obtaining
and retaining a replacement for either Andrew Gordon or David Gordon if they elect to stop working for us. In addition, we do not have
key-person insurance on the lives of Andrew Gordon or David Gordon.

 If
our indefinitely lived intangible assets or amortizable intangible assets become impaired, then we could be required to record a significant
charge to earnings. GAAP requires us to test indefinite lived intangible asset impairment at least annually. In addition, we
review our indefinitely lived intangible assets and amortizable intangible assets for impairment when events or changes in circumstances
indicate the carrying value may not be recoverable. Factors that may be considered a change in circumstances indicating that the carrying
value of our indefinite lived intangible assets or amortizable intangible assets may not be recoverable include declines in stock price,
market capitalization or cash flows, and slower growth rates in our industry. Depending on the results of our review, we could be required
to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our
indefinite lived intangible assets or amortizable intangible assets were determined, negatively impacting our results of operations.

 Our
indebtedness may adversely affect our ability to obtain additional funds and may increase our vulnerability to economic or business
downturns. From time to time, we utilize borrowings under our credit facility in connection with operations. The line is
coming due at June 30, 2024. There is no assurance that it will be renewed. Outstanding debt could have important negative
consequences to the holders of our securities, including the following:

 general
 domestic and global economic conditions;

 a
 portion of our cash flow from operations will be needed to pay debt service and will not be available to fund future operations;

 we
 have increased vulnerability to adverse general economic and coffee industry conditions;

 we
 may be vulnerable to higher interest rates because interest expense on borrowings under our revolving line of credit is based on
 variable rates; and

 we
 may be subject to covenants that could restrict our operations.

 Our
ability to make payments on our indebtedness and to fund our operations depends on our ability to generate cash in the future. Our future
operating performance is subject to market conditions and business factors that are beyond our control. If we are unable to make payments
on our debt, we may have to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our
debt.

 Our
credit facility contains covenants that place annual restrictions on our operations, including covenants relating to fixed charge coverage
ratio, debt to tangible net worth and net 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 agreement. The lender has various defenses that it can apply against the Company,
which includes up to and calling the line of credit. There is no guarantee that the lender will not issue a waiver or not call the line
of credit.

 There is
substantial doubt about our ability to continue as a going concern. The Company's line of credit is maturing on June 30, 2024 and
in addition there are certain financial covenants that the Company are in violation with the lender. The Company has not received a waiver
from the lender. The lender has reserved its right to exercise its rights and remedies at any time at its sole discretion. The uncertainties
surrounding the ability to receive a waiver and extending its line of credit when it becomes due 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. Our audited consolidated financial statements do not include any adjustments for the recovery
and classification of assets or 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 of their investment
in our securities.

 There can be no assurance that we will be able to extend our line of credit
or complete any financing transaction in a timely manner or on acceptable terms or otherwise. If we are not successful to extend our line
of credit or to raise additional cash, we may be forced to suspend or curtail planned programs, or cease operations altogether.

 If
we fail to promote, enhance and maintain our brands, the value of our brands could decrease and our revenues and profitability could
be adversely affected. We believe that promoting and enhancing our brands is critical to our success. If our brand-building strategy
is unsuccessful, these expenses may never be recovered, and we may be unable to increase awareness of our brands or protect the value
of our brands. If we are unable to achieve these goals, our revenues and ability to implement our business strategy could be adversely
affected.

 Our
success in promoting and enhancing our brands will also depend on our ability to provide customers with high quality products and service.
Although we take measures to ensure that we sell only fresh roasted coffee, we have no control over our roasted coffee products once
they are purchased by our customers. Accordingly, wholesale customers may store our coffee for longer periods of time or resell our coffee
without our consent, in each case, potentially affecting the quality of the coffee prepared from our products. Although we believe we
are less susceptible to quality control problems than many of our competitors because our products are processed in-house under strict
quality control guidelines which have been in place for more than 40 years, if consumers do not perceive our products and service to
be of high quality, then the value of our brands may be diminished and, consequently, our operating results and ability to implement
our business strategy may be adversely affected.

 Our
roasting methods are not proprietary, so competitors may be able to duplicate them, which could harm our competitive position. If our
competitive position is weakened, our revenues and profitability could be materially adversely affected. We consider
our roasting methods essential to the flavor and richness of our roasted coffee and, therefore, essential to our brands of coffee. Because
we do not hold any patents for our roasting methods, it may be difficult for us to prevent competitors from copying our roasting methods
if such methods become known. If our competitors copy our roasting methods, the value of our coffee brands may be diminished, and we
may lose customers to our competitors. In addition, competitors may be able to develop roasting methods that are more advanced than our
roasting methods, which may also harm our competitive position.

 The
success of our brand also depends in part on our intellectual property. We rely on a combination of trademarks, copyrights, service marks,
trade secrets and similar rights to protect our intellectual property. The success of our growth strategy depends on our continued ability
to use our existing trademarks and service marks in order to increase brand awareness and further develop our brand in both domestic
and international markets. If our efforts to protect our intellectual property are not adequate, or if any third party misappropriates
or infringes on our intellectual property, the value of our brand may be harmed, which could have a material adverse effect on our business.
We may become engaged in litigation to protect our intellectual property, which could result in substantial costs to us as well as diversion
of management attention.

 Since
we rely heavily on common carriers to ship our coffee on a daily basis, any disruption in their services or increase in shipping costs
could adversely affect our relationship with our customers, which could result in reduced revenues, increased operating expenses, a loss
of customers or reduced profitability. We rely on a number of common carriers to deliver coffee to our customers and to deliver
coffee beans to us. We have no control over these common carriers and the services provided by them may be interrupted as a result of
labor shortages, contract disputes and other factors. If we experience an interruption in these services, we may be unable to ship our
coffee in a timely manner, which could reduce our revenues and adversely affect our relationship with our customers. In addition, a delay
in shipping could require us to contract with alternative, and possibly more expensive, common carriers and could cause orders to be
cancelled or receipt of goods to be refused. Any significant increase in shipping costs could lower our profit margins or force us to
raise prices, which could cause our revenue and profits to suffer.

 If
there was a significant interruption in the operation of our Colorado or Massachusetts facilities, we may not have the capacity to service
all of our customers and we may not be able to service our customers in a timely manner, thereby reducing our revenues and earnings.
 We are dependent on the continued operations of our Colorado and Massachusetts coffee roasting and distribution facilities. Our
ability to maintain our computer and telecommunications equipment in effective working order and to protect against damage from fire,
natural disaster, power loss, telecommunications failure or similar events. In addition, growth of our customer base may strain or exceed
the capacity of our systems and lead to degradations in performance or systems failure. Although we continually review and consider upgrades
to our order fulfillment infrastructure and provide for system redundancies to limit the likelihood of systems overload or failure, substantial
damage to our systems or a systems failure that causes interruptions for a number of days could adversely affect our business. Additionally,
if we are unsuccessful in updating and expanding our order fulfillment infrastructure, our ability to grow may be constrained. As a result,
our revenues and earnings could be materially adversely affected.

 There
may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may
materially harm our company. We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by our management
on, among other things, the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any
material weaknesses identified by our management in our internal control over financial reporting. 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 annual or interim financial statements will not be prevented or detected on a timely basis.

 Effective
internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with adequate
disclosure controls and procedures, are designed to reasonably detect and prevent fraud. Any failure to implement required new or improved
controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. Undetected material
weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the
expense of remediation.

 Moreover,
we do not expect that disclosure controls or internal control over financial reporting will prevent all error and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's
objectives will be 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 all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control
systems to detect or prevent error or fraud could materially adversely impact us.

 Our
remediation efforts may not enable us to avoid a material weakness in our internal control over financial reporting in the future. Any
of the foregoing occurrences, should they come to pass, could negatively impact the public perception of our company, which could have
a negative impact on our stock price. During the years ended October 31, 2020, 2021 and 2022, we identified material weaknesses in our
financial reporting, as set forth in Item 9A. Controls and Procedures. As of the date of this Annual Report, these material weaknesses
have not been remediated.

 The
failure of our suppliers or customers to adhere to the quality standards that we set for our products could lead to investigations, litigation,
write-offs, recalls or boycotts of our products, which could damage our reputation and our brand, increase our costs, and otherwise adversely
affect our business. Unfavorable allegations, government investigations and legal actions surrounding our products and/or our business
could harm our reputation, impair our ability to grow or sustain our business, and adversely affect our business, financial condition
and operating results. We do not control the operations of our suppliers or customers and we cannot guarantee that our suppliers
or customers will comply with applicable laws and regulations or operate in a legal, ethical and responsible manner. Additionally, it
is possible that we may not be able to identify noncompliance by our suppliers or customers notwithstanding any precautionary measures
we implement. Violation of applicable laws and regulations by our suppliers or customers, or their failure to operate in a legal, ethical
or responsible manner, could expose us to legal risks, cause us to violate laws and regulations and reduce demand for our products if,
as a result of such violation or failure, we attract negative publicity. In addition, the failure of our suppliers and customers to adhere
to the quality standards that we set for our products could lead to government investigations, litigation, write-offs and recalls, which
could damage our reputation and our brand, increase our costs, and otherwise adversely affect our business.

 We
rely on our reputation for offering great value, superior service and a broad assortment of high-quality, safe products. If we become
subject to unfavorable allegations, government investigations or legal actions involving our products or us, such circumstances could
harm our reputation and our brand and adversely affect our business, financial condition and operating results. If this negative impact
is significant, our ability to grow or sustain our business could be jeopardized.

 As
disclosed further herein, we have been named as a defendant in one class action lawsuit, and we have agreed to indemnify a client named
in another class action lawsuit, alleging that our products were mislabeled and thus violate consumer protection and false advertising
statutes, among others. These lawsuits, which generally allege that our coffee products do not make the number of servings as stated
on the label, are affecting the entire coffee industry and numerous similar lawsuits have been filed against numerous private label coffee
manufacturers and retailers.

 Negative
publicity surrounding product matters, including publicity about other retailers, may harm our reputation and affect the demand for our
products. In addition, if more stringent laws or regulations are adopted in the future, we may have difficulty complying with the new
requirements imposed by such laws and regulations, and in turn, our business, financial condition, and operating results could be adversely
affected. Moreover, regardless of whether any such changes are adopted, we may become subject to claims or governmental investigations
alleging violations of applicable laws and regulations. Any such matter may subject us to fines, penalties, and/or litigation. Any one
of these results could negatively affect our business, financial condition, and operating results and impair our ability to grow or sustain
our business.

 Risks
related to the coffee industry

 Increases
in the cost of high quality Arabica or Robusta coffee beans could reduce our gross margin and profit. Green coffee is our largest
single cost of sales. Coffee is a traded commodity and, in general, its price can fluctuate depending on:

 outside
 speculative influences such as indexed and algorithmic commodity funds;

 weather
 patterns in coffee-producing countries;

 economic
 and political conditions affecting coffee-producing countries, including acts of terrorism in such countries;

 foreign
 currency fluctuations;

 disruptions
 in our supply chain; and

 trade
 regulations and restrictions between coffee-producing countries and the United States.

 If
the cost of wholesale green coffee increases due to any of these factors, our margins could decrease and our profitability could suffer
accordingly. It is expected that coffee prices will remain volatile in the coming years. Although we have historically attempted to raise
the selling prices of our products in response to increases in the price of wholesale green coffee, when wholesale green coffee prices
increase rapidly or to significantly higher than normal levels, we are not always able to pass the price increases through to our customers
on a timely basis, if at all, which adversely affects our operating margins and cash flow. We may not be able to recover any future increases
in the cost of wholesale green coffee. Even if we are able to recover future increases, our operating margins and results of operations
may still be materially and adversely affected by time delays in the implementation of price increases.

 Disruptions
in the supply of green coffee could result in a deterioration of our relationship with our customers, decreased revenues or could impair
our ability to grow our business. Green coffee is a commodity and its supply is subject to volatility beyond our control. Supply
is affected by many factors in the coffee growing countries including weather, pest damage, economic conditions, acts of terrorism, as
well as efforts by coffee growers to expand or form cartels or associations. In addition, the political situation in many of the Arabica
coffee growing regions, including Africa, Indonesia, and Central and South America, can be unstable, and such instability could affect
our ability to purchase coffee from those regions. If Arabica coffee beans from a region become unavailable or prohibitively expensive,
we could be forced to discontinue particular coffee types and blends or substitute coffee beans from other regions in our blends. Frequent
substitutions and changes in our coffee product lines could lead to cost increases, customer alienation and fluctuations in our gross
margins.

 Some
of the Arabica coffee beans of the quality we purchase do not trade directly on the commodity markets. Rather, we purchase the high-end
Arabica coffee beans that we use on a negotiated basis. We depend on our relationships with coffee brokers, exporters and growers for
the supply of our primary raw material, high quality Arabica coffee beans. If any of our relationships with coffee brokers, exporters
or growers deteriorate, we may be unable to procure a sufficient quantity of high quality coffee beans at prices acceptable to us or
at all. In such case, we may not be able to fulfill the demand of our existing customers, supply new retail stores or expand other channels
of distribution. A raw material shortage could result in a deterioration of our relationship with our customers, decreased revenues or
could impair our ability to expand our business.

 Increases
in shipping costs, long lead times, supply shortages, and supply changes could disrupt our supply chain and factors such as wage rate
increases and inflation can have a material adverse effect on our business, financial condition, and operating results. We may
experience supply delays and shortages due to a variety of macroeconomic factors, including disruptions on the global supply chain..
We have been able to make alternative delivery arrangements for limited quantities of goods, at increased cost.

 While
we have not yet experienced material shortages in supply as a result of these disruptions and our alternative delivery arrangements,
if they were to be prolonged or expanded in scope, there could be resulting supply shortages that could impact our ability to deliver
our products to our customers. Accordingly, such supply shortages and delivery limitations could have and material adverse effect on
our business, financial condition, results of operations, and cash flows.

 Furthermore,
increases in compensation, wage pressure, and other expenses for our employees and the employees of our suppliers, may adversely affect
our profitability. These cost increases may be the result of inflationary pressures that could further reduce our sales or profitability.
Increases in other operating costs, including changes in energy prices and lease and utility costs, may increase our cost of products
sold or selling, general, and administrative expenses. Our competitive price model and pricing pressures in the industry may inhibit
our ability to reflect these increased costs in the prices of our products, in which case such increased costs could have a material
adverse effect on our business, financial condition, and results of operations.

 Increased
severe weather patterns may increase commodity costs, damage our facilities and disrupt our production capabilities and supply chain.
 There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide
and other greenhouse gases in the atmosphere have caused and will continue to cause significant changes in weather patterns around the
globe and an increase in the frequency and severity of extreme weather events. Major weather phenomena are dramatically affecting coffee
growing countries. The wet and dry seasons are becoming unpredictable in timing and duration, causing improper development of the coffee
cherries. Decreased agricultural productivity in certain regions as a result of changing weather patterns may affect the quality, limit
the availability or increase the cost of key agricultural commodities, which are important ingredients for our business. Increased frequency
or duration of extreme weather conditions could damage our facilities, impair production capabilities, disrupt our supply chain or impact
demand for our products. As a result, the effects of climate change could have a long-term adverse impact on our business and results
of operations.

 The
coffee industry is highly competitive and if we cannot compete successfully, we may lose our customers or experience reduced sales and
profitability. The coffee markets in which we do business are highly competitive and competition in these markets could become
increasingly more intense due to the increasing popularity and growth of the coffee industry. The industry in which we compete is particularly
sensitive to price pressure, as well as quality, reputation and viability for wholesale and brand loyalty for retail. To the extent that
one or more of our competitors becomes more successful with respect to any key competitive factor, our ability to attract and retain
customers could be materially adversely affected. Our private label and branded coffee products compete with other manufacturers of private
label coffee and branded coffees. These competitors, such as Kraft Foods, Inc. (owner of the Maxwell House brand), and J.M. Smucker Co.
(owner of the Folgers and Caf Bustelo brands), have much greater financial, marketing, distribution, management and other resources
than we do for marketing, promotions and geographic and market expansion. In addition, there are a growing number of specialty coffee
companies who provide specialty green coffee and roasted coffee for retail sale. If we are unable to compete successfully against existing
and new competitors, we may lose our customers or experience reduced sales and profitability.

 Besides
coffee, we face exposure to other commodity cost fluctuations, which could impair our profitability. In addition to the increase
in coffee costs discussed in the risk factor above, we are exposed to cost fluctuation in other commodities, including, in particular,
steel, natural gas and gasoline. In addition, an increase in the cost of fuel could indirectly lead to higher electricity costs, transportation
costs and other commodity costs. Much like coffee costs, the costs of these commodities depend on various factors beyond our control,
including economic and political conditions, foreign currency fluctuations, and global weather patterns. To the extent we are unable
to pass along such costs to our customers through price increases, our margins and profitability will decrease.

 Adverse
public or medical opinion about caffeine may harm our business. Coffee contains caffeine and other active compounds, the health
effects of some of which are not fully understood. A number of research studies conclude or suggest that excessive consumption of caffeine
may lead to increased heart rate, nausea and vomiting, restlessness and anxiety, depression, headaches, tremors, sleeplessness and other
adverse health effects. An unfavorable report on the health effects of caffeine or other compounds present in coffee could significantly
reduce the demand for coffee, which could harm our business and reduce our sales and profits. In addition, we could become subject to
litigation relating to the existence of such compounds in our coffee; litigation that could be costly and could divert management attention.

 Risks
related to our common stock

 Our
operating results may fluctuate significantly, which makes our results of operations difficult to predict and could cause our results
of operations to fall short of expectations. Our operating results may fluctuate from quarter to quarter and year to year as
a result of a number of factors, many of which are outside of our control. These fluctuations could be caused by a number of factors
including:

 fluctuations
 in purchase prices and supply of green coffee;

 fluctuations
 in the selling prices of our products;

 the
 level of marketing and pricing competition from existing or new competitors in the coffee industry;

 the
 success of our hedging strategy;

 our
 ability to retain existing customers and attract new customers; and

 our
 ability to manage inventory and fulfillment operations and maintain gross margins.

 As
a result of the foregoing, period-to-period comparisons of our operating results may not necessarily be meaningful and those comparisons
should not be relied upon as indicators of future performance. Accordingly, our operating results in future quarters may be below market
expectations. In this event, the price of our common stock may decline.

 The
Gordon family has the ability to influence action requiring stockholder approval. Members of the Gordon family, including Andrew
Gordon, our President, Chief Executive Officer, Chief Financial Officer and Treasurer, and David Gordon, our Executive Vice President
and Secretary, own, in the aggregate, approximately 21.2% of our outstanding shares of common stock. As a result, the Gordon family is
able to influence the actions that require stockholder approval, including:

 the
 election of a majority of our directors;

 the
 amendment of our charter documents; and

 the
 approval of mergers, sales of assets or other corporate transactions or matters submitted for stockholder approval.

 As
a result, our other stockholders may have reduced influence over matters submitted for stockholder approval. In addition, the Gordon
family's influence could preclude any unsolicited acquisition of us and consequently materially adversely affect the price of our
common stock.

 The
market price of our common stock has been volatile over the year and may continue to be volatile. The market price and trading
volume of our common stock has been volatile over the past year and it may continue to be volatile. Over the past fiscal year, our common
stock has traded as low as $0.67 and as high as $2.78 per share. We cannot predict the price at which our common stock will trade in
the future and it may decline. The price at which our common stock trades may fluctuate significantly and may be influenced by many factors,
including our financial results, developments generally affecting the coffee industry, general economic, industry and market conditions,
the depth and liquidity of the market for our common stock, fluctuations in coffee prices, investor perceptions of our business, reports
by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact
of other "Risk Factors" discussed in this Annual Report.

 Provisions
in our articles of incorporation, bylaws and of Nevada law have anti-takeover effects that could prevent a change in control that could
be beneficial to our stockholders, which could depress the market price of shares of our common stock. Our articles of incorporation,
bylaws and Nevada corporate law contain provisions that could delay, defer or prevent a change in control of us or our management that
could be beneficial to our stockholders. These provisions could also discourage proxy contests and make it more difficult for our stockholders
to elect directors and take other corporate actions. These provisions might also discourage a potential acquisition proposal or tender
offer, even if the acquisition proposal or tender offer is at a price above the then current market price for shares of our common stock.
These provisions:

 provide
 that directors may only be removed upon a vote of at least eighty percent of the shares outstanding;

 establish
 advance notice requirements for nominating directors and proposing matters to be voted on by shareholders at shareholder meetings;

 limit
 the right of our stockholders to call a special meeting of stockholders;

 authorize
 our board of directors to issue preferred stock and to determine the rights and preferences of those shares, which would be senior
 to our common stock, without prior stockholder approval;

 require
 amendments to our articles of incorporation to be approved by the holders of at least eighty percent of our outstanding shares of
 common stock;

 a
 classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership
 of a majority of our board of directors; and

 provide
 a prohibition on stockholder action by written consent, thereby only permitting stockholder action to be taken at an annual or special
 meeting of our stockholders.

 We
are also subject to certain anti-takeover provisions under Nevada law. Under Nevada law, a corporation may not, in general, engage in
a business combination with any "interested stockholder" for two (2) years after the date the person first became an interested
stockholder, unless the combination meets all of the requirements of our articles of incorporation and (i) the purchase of shares by
the interested stockholder is approved by our board of directors before that date or (ii) the combination is approved by our board of
directors and, at or after that time, the combination is approved at an annual or special meeting of our stockholders, and not by written
consent, by the affirmative vote of the holders of stock representing at least sixty percent (60%) of our outstanding voting power not
beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.

 Risks
Related to the Merger

 Completion
of the Merger is subject to a number of conditions and if these conditions are not satisfied or waived, such transactions will not be
completed.

 Our
obligation and the obligation of Delta to complete the Merger are subject to satisfaction or waiver of a number of conditions, including,
among others:

 approval
 of the Merger by our stockholders;

 absence
 of injunctions or certain legal impediments;

 approval
 for the listing on NASDAQ of Pubco's ordinary shares to be issued in the Merger; and

 accuracy
 of the representations and warranties of each of the parties, subject to certain materiality thresholds.

 There
can be no assurance that the conditions to closing set forth in the Merger Agreement will be satisfied or waived or that the Merger itself
will be completed.

 Failure
to complete the Merger could negatively impact our stock price, future business or operations.

 If
the Merger is not completed, JVA and Delta may be subject to a number of material risks, including the following:

 we
 may be required under certain circumstances to pay Delta a termination fee;

 the
 price of our common stock may decline to the extent that the relevant current market price reflects a market assumption that the
 Merger will be completed;

 costs
 related to the Merger, such as legal, accounting, certain financial advisory and financial printing fees, must be paid even if the
 Merger is not completed.

if the Merger is terminated and either company's board of directors determines to seek another merger or business combination,
there can be no assurance that it will be able to find a partner on terms as attractive as those provided for in the Merger Agreement.
In addition, while the Merger Agreement is in effect and subject to very narrowly defined exceptions, we are prohibited from soliciting,
initiating or encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination,
other than with Delta.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None.

 ITEM
 1C.

 CYBERSECURITY

 Not
applicable.

 ITEM
 2.

 PROPERTIES

 We
are headquartered at 3475 Victory Boulevard, Staten Island, New York, where we lease office and warehouse space. We pay annual rent ranging
from $182,749 to $297,864 under the terms of the lease, which expires on September 30, 2036.

 We
lease production, warehouse and office space in North Arlington, MA. We pay annual rent of $168,288 under the terms of a lease, which
expires in May 2028.

 We
own a 50,000 square foot facility located at 27700 Frontage Road in La Junta, Colorado.

 We
also use a variety of independent, bonded commercial warehouses to store our green coffee beans. Our management believes that our facilities
are adequate for our current operations and for our contemplated operations in the foreseeable future.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 We
are not currently a party to any material legal proceedings.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
 5.

 MARKET
 FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our
common stock trades on the NASDAQ Capital Market under the symbol "JVA." We do not currently pay cash dividends on our common
stock. Our board of directors does not have any intention of paying a dividend in the future.

 As
of January, 15 2024, we had 170 holders of record.

 ITEM
 6.

 SELECTED
 FINANCIAL DATA

 Reserved.

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Cautionary
Note on Forward-Looking Statements

 Some
of the matters discussed under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation,"
"Business," "Risk Factors" and elsewhere in this 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-K and management's expectations and projections about future
events, including, among other things:

 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
 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").

 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 statements in this annual 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 annual report.

 Overview

 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:

 the
 sale of wholesale specialty green coffee;

 the
 roasting, blending, packaging and sale of private label coffee; and

 the
 roasting, blending, packaging and sale of our eight brands of coffee; and sales of our tabletop coffee roasting equipment.

 Our
operating results are affected by a number of factors including:

 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.

 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 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
and the transaction with OPTCO. On June 29, 2016, we purchased substantially all the assets, including equipment, inventory, customer
lists 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. In April 2018, Generations Coffee Company, the entity formed as a result
of our joint venture with Caruso's Coffee, Inc., purchased substantially all the assets of Steep & Brew, Inc. As of the fiscal
period ending January 31, 2022, we agreed with Generations to no longer move forward with this joint venture.

 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, 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, as further explained in Note 2 of the Notes to the 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 recent 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." 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.

 Recent
Events

 On
September 29, 2022, we entered into the Merger Agreement, 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. As a result of the Merger,
each issued and outstanding share of our common stock will be cancelled and converted for the right of the holder thereof to receive
one Pubco Ordinary Share.

 Critical
Accounting Policies and Estimates

 We
prepare our consolidated financial statements in accordance with U.S. Generally Accepted Accounting Principles ("GAAP").
Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to our consolidated
financial statements attached hereto. We believe the following critical accounting policies involve the most significant judgements and
estimates used in the preparation of our consolidated financial statements.

 We
recognize 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 we evaluate the transfer of promised goods or
services and recognizes revenue when our customer obtains control of promised goods or services in an amount that reflects the consideration
which we expect to be entitled to receive in exchange for those goods or services. To determine revenue recognition for the arrangements
that we determine are within the scope of ASC 606, we perform 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.

 We
have intangible assets consisting of our customer lists and relationships and trademarks acquired from Comfort Foods, OPTCO and SONO.
At October 31, 2023 our balance sheet reflected intangible assets as set forth below:

 October 31, 2023

 Customer list and relationships, net

 $
 184,750

 Trademarks and tradenames

 $
 511,750

 The
trademarks which are deemed to have indefinite lives are subject to annual impairment tests. We assess the potential impairment of indefinite
lived 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 and a recoverability test is performed
whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

 Because
we are a single reporting unit, we used a hybrid approach to determine our fair market value, which included an income approach to conduct
the annual impairment assessment. Indefinite lived intangible assets are 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.

 RESULTS
OF OPERATIONS

 Year
Ended October 31, 2023 (Fiscal Year 2023) Compared to the Year Ended October 31, 2022 (Fiscal Year 2022)

 Net
Sales. Net sales totaled $68,173,404 for the fiscal year ended October 31, 2023, an increase of $2,466,525, or 4%, from $65,706,879
for the fiscal year ended October 31, 2022. The increase in net sales was due to an increase of sales to our legacy customers along with
incremental sales to several significant new customers during the second half of the year.

 Cost
of Sales. Cost of sales for the fiscal year ended October 31, 2023 was $57,214,382, or 84% of net sales, as compared to $54,692,933,
or 83% of net sales, for the fiscal year ended October 31, 2022. Cost of sales consists primarily of the cost of green coffee and packaging
materials and realized and unrealized gains or losses on hedging activity. For the fiscal year ended October 31, 2023, the net result
of our hedging activities resulted in a gain of approximately $189,000, and for the fiscal year ended October 31, 2022, the net result
of our hedging activities resulted in a loss of approximately $100,000. The increase in cost of sales was due to increased prices of
green coffee, freight, salaries and packaging materials.

 Gross
Profit. Gross profit for the fiscal year ended October 31, 2023 was $10,959,022, a decrease of $54,924 from $11,013,946 for the
fiscal year ended October 31, 2022. Gross profit as a percentage of net sales decreased to 16% for the fiscal year ended October 31,
2023 from 17% for the fiscal year ended October 31, 2022. The decrease in gross profit percentage was attributable to higher raw material
costs.

 Operating
Expenses. Total operating expenses decreased by $4,862,129 to $12,290,717 for the fiscal year ended October 31, 2023 from $16,352,846
for the fiscal year ended October 31, 2022. Selling and administrative expenses decreased $2,108,250, to $11,680,782 for the fiscal year
ended October 31, 2023 from $12,989,032 for the fiscal year ended October 31, 2022. Goodwill and other intangible impairment during fiscal
year ended October 31, 2023 amounted to $0. A decrease of $2,769,552 as compared to fiscal year ended October 31, 2022. Operating expenses
decreased primarily due to the termination of our Generations joint venture and no operating expenses for this joint venture for the
year ended October 31, 2023 compared to the year ended October 31, 2022, partially offset by increase in various other categories.

 Other
Income (Expense). Other income for the fiscal year ended October 31, 2023 was $227,899, an increase of $485,649 from other expense
of $258,750 for the fiscal year ended October 31, 2022. The increase in other income was attributable to an increase in other income
of $634,181 due to an insurance claim and a $650,000 gain from the sale of an investment, an increase in interest income of $4,853, partially
offset by an increase in interest expense of $338,308 and an increase in our loss from equity investments of $464,077.

 Loss
Before Provision For Income Taxes And Non-Controlling Interest In Subsidiary. We had a loss of $1,103,796 before income taxes and
non-controlling interest in subsidiary for the fiscal year ended October 31, 2023 compared to a loss of $5,597,650 for the fiscal year
ended October 31, 2022, resulting in a net change of $4,493,854 for the year ended October 31, 2023.

 Income
Taxes. Our benefit for income taxes for the fiscal year ended October 31, 2023 totaled $268,220 compared to a benefit of $995,793
for the fiscal year ended October 31, 2022. The change was attributable to the difference in the income for the year ended October 31,
2023 versus fiscal year ended October 31, 2022.

 Net
Loss. We had a net loss of $835,576 or $0.15 per share basic and diluted, for the fiscal year ended October 31, 2023 compared
to a net loss of $3,744,785, or $0.66 per share basic and diluted for the fiscal year ended October 31, 2022. The decrease in net loss
was due to our results as described above.

 Liquidity
and Capital Resources

 As
of October 31, 2023, we had working capital of $18,600,262, which represented a $6,661,962 decrease from our working capital of $25,262,224
as of October 31, 2022. Our working capital decrease was primarily due to decreases of $265,675 in inventory, $500,279 in prepaid and
refundable taxes, $473,132 in due from broker, $18,374 in prepaid expenses and other current assets, increases of $1,391,578 in accounts
payable and accrued expenses, $34,891 in lease liability – current portion and the inclusion of our line of credit of $9,620,000,
partially offset by increases of $218,104 in cash, $3,316,559 in accounts receivable and decreases of $876,148 in cash overdraft and
$1,231,156 in due to broker As of October 31, 2023, the outstanding balance on our line of credit was $9,620,000 compared to $8,314,000
as of October 31, 2022.

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

 On
March 17, 2022, we reached an agreement for a new loan modification agreement and credit facility which extended the maturity date to
June 29, 2022. All other terms of the A&R Loan Agreement and A&R Loan Facility remained the same.

 On
June 28, 2022, we reached an agreement for a new loan modification agreement and credit facility with Webster. The terms of the new agreement,
among other things: (i) provided for a new maturity date of June 30, 2024, and (ii) changed the interest rate per annum to SOFR plus
1.75% (with such interest rate not to be lower than 3.50%). All other terms of the A&R Loan Agreement and A&R Loan Facility remained
the same.

 We
are subject to certain covenants with respect to our credit agreement and we were not in compliance with the net profit and
non-borrower affiliate covenants as of October 31, 2022. We requested a waiver from the lender and the waiver was granted and
received on March 15, 2023. The lender also extended the due date of the October 31, 2022 financial statements until April 15, 2023.
On March 15, 2023, the A&R Loan Agreement was also modified to, among other things: (i) provide for a requirement for
subordination agreements if necessary, (ii) change the terms of transactions with affiliates from a dollar limitation to allowable
in the ordinary course of business, and (iii) establish a new covenant for a fixed charge coverage ratio. As of October 31, 2023, we
were not in compliance with the terms of the credit agreement. The Company has not received a waiver from the lender. The lender has reserved
its right 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 adjustments for the recovery
and classification of assets or 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.

 For
the fiscal year ended October 31, 2023, our operating activities provided net cash of $652,083 as compared to the fiscal year ended October
31, 2022 when operating activities used net cash of $5,437,508. The increased cash flow from operations for the fiscal year ended October
31, 2023 was primarily due to our lower net loss.

 For
the fiscal year ended October 31, 2023, our investing activities used net cash of $857,760 as compared to the fiscal year ended
October 31, 2022 when net cash used by investing activities was $1,059,205. The decrease in our uses of cash in investing activities
was due to our decreased outlays for purchases of machinery and equipment during the fiscal
year ended October 31, 2023.

 For
the fiscal year ended October 31, 2023 our financing activities provided net cash of $423,781 compared to net cash provided in financing
activities of $5,316,311 for the fiscal year ended October 31, 2022. The change in cash flow from financing activities for the fiscal
year ended October 31, 2023 was due to our decreased advances from our line of credit.

 We
expect to fund our operations, including paying our liabilities, funding capital expenditures and making required payments on our indebtedness,
through October 31, 2024 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. We are in the process of renewing
our credit facility.

 We
believe that if the Merger with Delta closes, the A&R Loan Agreement and A&R Loan Facility with Webster Bank will continue in
the ordinary course.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 See
pages F-1 through F-22 following the Exhibit Index of this Annual Report on Form 10-K.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 CONTROLS
 AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures. Management, which includes our President, Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based
upon that evaluation, our President, Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures
were not effective. We believe the financial information presented herein is materially correct and fairly presents the financial position
and operating results of the fiscal year ended October 31, 2023 in accordance with U.S. GAAP.

 Management
Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate
internal control over our financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f)
promulgated under the Securities and Exchange Act of 1934 as a process designed by, or under the supervision of, our executive management
and effected by our board of directors, to provide reasonable assurance regarding the reliability of financial reporting and the preparations
of financial statements for external purposes in accordance with U.S. GAAP. Based on this assessment, our management has determined that
our internal control over financial reporting was not effective as of October 31, 2023 and the periods covered under this Annual Report
on Form 10-K due to the material weaknesses described below. A material weakness is a control deficiency or combination of deficiencies
in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements
will not be prevented or detected and corrected on a timely basis.

 During
the year ended October 31, 2020, our controls were inadequate to prevent and detect misstatements of stock based compensation awards
and quantities of inventory at one of our subsidiaries. Accordingly, management has determined that this control deficiency constituted
a material weakness.

 During
the year ended October 31, 2021, we identified inappropriate system access controls over the financial reporting system. These controls
were not designed to prevent or detect unauthorized changes to source information, or implement an appropriate level of segregation of
duties. Accordingly, management has determined that this control deficiency constituted a material weakness.

during the year ended October 31, 2021, we determined that we lacked adequate controls with respect to identifying and accounting for
material contracts. This was evidenced by our failure to properly identify and account for a material lease amendment. Accordingly, management
has determined that this was a control deficiency that constituted a material weakness.

during the year ended October 31, 2021, we determined that we lacked adequate controls with respect to physical custody of certain hardware,
electronic and hard copy records of Generations Coffee and its component operation known as Steep and Brew following the Company relocation
or vacating of certain premises used in the operations of that business unit. Accordingly, management has determined that this is a control
deficiency that constituted a material weakness.

 Additionally,
on January 24, 2023, we concluded, after discussion with management, that our financial statements inaccurately accounted for certain
intercompany eliminations in our consolidated statements of operations for the fiscal year ended October 31, 2020. As a result, we determined
that there was an overstatement of net sales and cost of sales in the consolidated statement of operations of approximately $8.3 million
in our financial statements during the fiscal year ended October 31, 2020 which required a restatement of the previously issued financial
statements for the fiscal year ended October 31, 2020. This was due to inadequate design and implementation of controls to evaluate and
monitor the presentation and compliance with accounting principles generally accepted in the United States of America related to the
statement of operations. Accordingly, management has determined that this control deficiency constituted a material weakness.

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.

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

 Notwithstanding
these material weaknesses, management has concluded that our audited financial statements included in the fiscal year 2023 form 10-K
are fairly stated in all material respects in accordance with GAAP for each of the periods.

 Remediation
Plan for the Material Weakness

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

 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;

 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;

 cross
 referencing analysis to be completed on a quarterly basis; and

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

 The
material weaknesses identified above will not be considered remediated until our remediation efforts have been fully implemented and
we have concluded that these controls are operating effectively.

 Management
does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems
are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of
internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that
all control issues and instances of fraud, if any, have been or will be detected.

 Changes
in Control Over Financial Reporting. Based on the evaluation of our management and except as described above, we believe that
there were no changes in our internal control over financial reporting that occurred during the quarter ended October 31, 2023 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Attestation
Report of the Registered Public Accounting Firm. This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation
by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Protection Act that permits us to provide only management's
report in this annual report.

 ITEM
 9B.

 OTHER
 INFORMATION

 None.

 ITEM
 9C.

 DISCLOSURES
 REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 None.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Information
About our Board of Directors and Management

 Name

 Age (1)

 Term
 Expires

 Position(s) Held With Coffee Holding

 Since

 Andrew Gordon

 2024

 President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

 1997

 2024

 1998

 2024

 2005

 2025

 1997

 George F. Thomas

 2025

 2016

 David Gordon

 2026

 Executive Vice President — Operations, Secretary and Director

 1995

 2026

 2005

 (1)
As of September 20, 2023

 The
principal occupation and business experience of each director are set forth below. Unless otherwise indicated, each of the following
persons has held his present position for at least the last five years.

Gordon has been the Chief Executive Officer, President, Treasurer and a director of Coffee Holding since 1997 and its Chief Financial
Officer since November 2004. He is responsible for managing Coffee Holding's overall business and has worked for Coffee Holding
for over 36 years, previously as a Vice President from 1993 to 1997. Mr. Gordon has worked in all capacities of Coffee Holding's
business and serves as the direct contact with its major private label accounts. Mr. Gordon received his Bachelor of Business Administration
degree from Emory University. He is the brother of David Gordon. Through his experience as President and Chief Executive Officer of the
Company, as well as his over 35 years of service with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills
necessary to serve as an effective director. We believe Mr. Gordon's extensive experience with, and institutional knowledge of,
Coffee Holding and the industry is an integral contribution to Coffee Holding's current successes and its ability to grow and flourish
in the industry.

 Daniel
Dwyer has served as a director of Coffee Holding since 1998. Mr. Dwyer was the Chief Executive Officer at Rothfos Corporation,
a green coffee bean supplier, and prior to that, had been a senior coffee trader at Rothfos, since 1995. Mr. Dwyer was responsible for
our account with Rothfos. We believe that Mr. Dwyer's experience with the coffee industry will enable him to provide the Board
with beneficial insight for Coffee Holding's business development and strategy.

 Barry
Knepper has served as a director of Coffee Holding since 2005. From July 2004 to the present, Mr. Knepper has been the President
and Chief Executive Officer of CFO Business Solutions, a management consulting firm. Mr. Knepper was the Chief Financial Officer for
TruFoods Corporation, a growth oriented franchise management company from April 2001 through June 2004. From January 2000 through March
2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production company. From
1982 through 1999, he served as the Chief Financial Officer of Unitel Video, Inc., a formerly publicly-traded nationwide high tech service
company in the television, film and new media fields. We believe that Mr. Knepper's diversified financial, accounting and business
expertise provide him with the qualifications and skills to serve as a director.

 Gerard
DeCapua has served as a director of Coffee Holding since 1997. Mr. DeCapua has had his own law practice in Rockville Centre,
New York since 1986. Mr. DeCapua received his law degree from Pace University. We believe that Mr. DeCapua's legal experience brings
significant knowledge regarding the legal issues Coffee Holding faces and provide him with the skills and qualifications to serve as
a director.

 George
F. Thomas has served as a director of Coffee Holding since February 2016. Mr. Thomas has over 38 years of domestic and international
corporate business experience in top management positions. Since February 2007, Mr. Thomas has served as a Principal at Radix Consulting
Corporation, a consulting firm which provides specialized advice in the field of electronic payments. From 1981 through 2007, Mr. Thomas
served in a number of positions at The Clearing House Payments Company L.L.C., a limited liability company which operates electronic
payment systems, including such positions as Executive Vice President of the Payments Services Division, President of the Electronic
Payments Network, Senior Vice President of Business Development and Information Technology and Vice President of Technical Services and
Systems Development. Since 2007, Mr. Thomas has served as a director of eGistics, Inc., a provider of cloud-based document and data management
solutions which was acquired by Top Image Systems, Ltd. in 2014. We believe that Mr. Thomas' financial and business experience
provide him with the qualifications and skills to serve as a director.

 David
Gordon has been the Executive Vice President — Operations, Secretary and a director of Coffee Holding since 1995. He is
responsible for managing all aspects of Coffee Holding's roasting and blending operations, including quality control, and has worked
for Coffee Holding for 39 years, previously as an Operating Manager from 1989 to 1995. He is a charter member of the Specialty Coffee
Association of America, or SCAA. Mr. Gordon attended Baruch College in New York City. He is the brother of Andrew Gordon. Through his
38 years of service with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective
director. We believe Mr. Gordon's extensive institutional knowledge and leadership are invaluable to Coffee Holding's current
and future successes. Mr. Gordon's leadership, as demonstrated by the launch of the Specialty Green segment of the business as
well as the founding of the SCAA, is a valuable resource for Coffee Holding's business development and future strategy.

 John
Rotelli has served as a director of Coffee Holding since 2005. Mr. Rotelli has over 40 years of experience in the green coffee
industry business consisting of procurement from growing countries, every aspect of traffic and warehousing, quality analysis, and knowledge
of both suppliers and competitors. Mr. Rotelli is currently the Vice President of L.J. Cooper Company, one of the largest green coffee
brokers and agents in North America. He is also a director of the Green Coffee Association. Mr. Rotelli's industry and business
experience provides the Board with valuable expertise within the coffee industry as well as beneficial relationships that can help form
new beneficial relationships for Coffee Holding.

 Family
Relationships

Gordon and David Gordon are brothers. Other than Messrs. Gordon, there are no family relationships among any of the directors or executive
officers.

 Corporate
Governance

 The
Board oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the
Board does not involve itself in the day-to-day operations of Coffee Holding. Our executive officers and management oversee our day-to-day
operations. Our directors fulfill their duties and responsibilities by attending meetings of the Board, which are usually held on a quarterly
basis. Our directors also discuss business and other matters with other key executives and our principal external advisers (legal counsel,
auditors, financial advisors and other consultants).

 The
Board held one meeting during the fiscal year ended October 31, 2023. Each director
serving during the fiscal year ended October 31, 2023 attended at least 75 percent of the meetings of the Board, plus meetings of committees
on which that particular director served during the fiscal year ended October 31, 2023.

Holding is committed to establishing and maintaining high standards of corporate governance. Our executive officers and the Board have
worked together to construct a comprehensive set of corporate governance initiatives that we believe will serve the long-term interests
of our stockholders and employees. We believe these initiatives comply fully with the Sarbanes-Oxley Act of 2002 and the rules and regulations
of the SEC adopted thereunder. In addition, we believe our corporate governance initiatives fully comply with the rules of the Nasdaq
Stock Market LLC ("Nasdaq"). The Board will continue to evaluate, and improve upon as appropriate, our corporate governance
principles and policies.

 Board
Leadership Structure and Role in Risk Oversight

Gordon serves as both our principal executive officer and chairman at the pleasure of the Board. The directors have determined that Mr.
Gordon's experience in our industry and in corporate transactions, and his personal commitment to Coffee Holding as an investor
and employee, make him uniquely qualified to supervise our operations and to execute our business strategies. The Board is also cognizant
of Coffee Holding's relatively small size compared to its publicly traded competitors. We do not have a lead independent director.
Management's activities are monitored by standing committees of the Board, principally the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee. Each of these committees is comprised solely of independent directors. For these
reasons, the Board deems this leadership structure appropriate for us.

 Code
of Ethics

 The
Board has adopted a Code of Conduct and Ethics that applies to each of our directors, officers and employees. The Code of Conduct and
Ethics sets forth our policies and expectations on a number of topics, including:

 Acceptance
 of gifts;

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

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

 Affiliated
 transactions, including separate identities and usurpation of corporate opportunities;

 Preservation
 and accuracy of Coffee Holding's records;

 Compliance
 with laws, including insider trading compliance;

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

 Conflicts
 of interest;

 The
 safeguarding and proper use of our assets and institutional property;

 Code
 administration and enforcement;

 Reporting,
 investigating and resolving of all code violations; and

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

 The
Audit Committee of our Board reviews the Code of Conduct and Ethics on a regular basis, and will propose or adopt additions or amendments
to the Code of Conduct and Ethics as appropriate. The Code of Conduct and Ethics is available on our website at www.coffeeholding.com
 under "Investor Relations - Corporate Governance." A copy of the Code of Conduct and Ethics may also be obtained free
of charge by sending a written request to:

 David
Gordon, Secretary

Holding Co., Inc.

 3475
Victory Boulevard

 Staten
Island, NY 10314

 We
intend to satisfy the disclosure requirement under Section 5.05(c) of Form 8-K regarding an amendment to, or waiver from, a provision
of our Code of Ethics by posting such information on our website.

 Independent
Directors

 Our
Board currently consists of seven directors, four of whom our Board has determined are independent directors. The standards relied on
by the Board in affirmatively determining whether a director is "independent," in compliance with Nasdaq's rules, are
comprised of those objective standards set forth in the rules promulgated by Nasdaq. The Board is responsible for ensuring that independent
directors do not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.

 The
Board has determined that Gerard DeCapua, Barry Knepper, John Rotelli and George F. Thomas, comprising a majority of the Board, are "independent"
directors under Nasdaq's rules.

 Nasdaq's
rules, as well as SEC rules, impose additional independence requirements for all members of the Audit Committee. Specifically, in addition
to the "independence" requirements discussed above, "independent" audit committee members must: (1) not accept,
directly or indirectly, any consulting, advisory, or other compensatory fees from Coffee Holding or any subsidiary of Coffee Holding
other than in the member's capacity as a member of the Board and any Board committee; (2) not be an affiliated person of Coffee
Holding or any subsidiary of Coffee Holding; and (3) not have participated in the preparation of the financial statements of Coffee Holding
or any current subsidiary of Coffee Holding at any time during the past three years. In addition, Nasdaq's rules require that all
audit committee members be able to read and understand fundamental financial statements, including Coffee Holding's balance sheet,
income statement, and cash flow statement. The Board believes that the current members of the Audit Committee meet these additional standards.

 Furthermore,
at least one member of the Audit Committee must be financially sophisticated, in that he or she has past employment experience in finance
or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in
the individual's financial sophistication, including but not limited to being or having been a chief executive officer, chief financial
officer, other senior officer with financial oversight responsibilities. Additionally, the SEC requires that Coffee Holding disclose
whether the Audit Committee has, and will continue to have, at least one member who is a "financial expert." The Board has
determined that Barry Knepper meets the SEC's definition of an audit committee financial expert.

 Committees
of the Board

 The
Board of Coffee Holding has established the following committees:

 Audit
Committee. The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews
and evaluates the audit performed by our registered independent public accountants and reports to the Board any substantive issues
found during the audit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of
our registered independent public accountants. The Audit Committee reviews and approves all transactions with affiliated parties.
The Board has adopted a written charter for the Audit Committee, which is available on our website at www.coffeeholding.com under
"Investor Relations - Corporate Governance." All members of the Audit Committee are independent directors as defined
under Nasdaq's listing standards. Gerard DeCapua, Barry Knepper and George F. Thomas serve as members of the Audit Committee
with Barry Knepper serving as its chairman. The Board has determined that Barry Knepper qualifies as an audit committee financial
expert as that term is defined by SEC regulations. The Audit Committee held five meetings during the fiscal year ended October 31,
2023, and acted by written consent on two occasions.

Committee. The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries,
benefit programs and director compensation. The Compensation Committee also reviews the compensation of the President and Chief Executive
Officer of Coffee Holding and makes recommendations in that regard to the Board as a whole. The Board has adopted a written charter for
the Compensation Committee, which is available on our website at www.coffeeholding.com under "Investor Relations - Corporate
Governance." All members of the Compensation Committee are independent directors as defined under Nasdaq's listing standards.
Barry Knepper, John Rotelli and George F. Thomas serve as members of the Compensation Committee, with John Rotelli serving as its chairman.
The Compensation Committee acted by written consent once during the fiscal year ended October 31, 2023.

 Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance Committee nominates individuals to be elected to
the full Board by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if
submitted in a timely manner in accordance with the procedures set forth in Article II, Section 11 of our Bylaws and applies the same
criteria to all persons being considered. All members of the Nominating and Corporate Governance Committee are independent directors
as defined under the Nasdaq listing standards. Gerard DeCapua, John Rotelli and George F. Thomas serve as members of the Nominating and
Corporate Governance Committee, with Gerard DeCapua serving as its chairman. The Board has adopted a written charter for the Nominating
and Corporate Governance Committee, which is available on our website at www.coffeeholding.com under "Investor Relations
– Corporate Governance." The Nominating and Corporate Governance Committee acted by written consent once during the fiscal
year ended October 31, 2023.

 There
are no minimum qualifications that must be met by a Nominating and Corporate Governance Committee-recommended nominee. It is the policy
of the Nominating and Corporate Governance Committee to recommend individuals as director nominees who have the highest personal and
professional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the
other members of the Board, in collectively serving the long-term interests of our stockholders.

 Stockholder
Communication with the Board of Directors and Attendance at Annual Meetings

 The
Board maintains a process for stockholders to communicate with the Board and its committees. Stockholders of Coffee Holding and other
interested persons may communicate with the Board or the chairperson of the Audit Committee, Compensation Committee or Nominating and
Corporate Governance Committee by writing to the Secretary of Coffee Holding at 3475 Victory Boulevard, Staten Island, NY 10314. All
communications that relate to matters that are within the scope of the responsibilities of the Board will be presented to the Board no
later than the next regularly scheduled meeting. Communications that relate to matters that are within the responsibility of one of the
Board committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters
that are not within the scope of the Board's responsibilities, such as customer complaints, will be forwarded to the appropriate
officer. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available
to any director who wishes to review them.

 Directors
are expected to prepare themselves for and attend all Board meetings, the Annual Meeting of Stockholders and the meetings of the committees
on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. All of our directors who
served as directors during the 2023 fiscal year attended the 2022 Annual Meeting of Stockholders.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 The
summary compensation table below summarizes information concerning compensation for the fiscal years ended October 31, 2023 and 2022
of the individuals who served as President, Chief Executive Officer, Chief Financial Officer and Treasurer (Andrew Gordon) and Executive
Vice President — Operations and Secretary (David Gordon). We refer to these individuals as the "Named Executive Officers."

 SUMMARY
COMPENSATION TABLE

 The
following table sets forth information with respect to the compensation of our Named Executive Officers for services in all capacities
to us and our subsidiaries.

 Name and Principal Position

 Year

 Salary (1)
 ($)

 Bonus
 ($)

 Stock
 Option
 Awards
 ($) (2)

 Non-Equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 Earnings (3)
 ($)

 All
 Other
 Compensation (4)
 ($)

 Total
 ($)

 Andrew Gordon,

 2023

 304,535

 20,000

 55,111

 379,646

 President, Chief Executive Officer, Chief Financial Officer and Treasurer

 2022

 323,863

 59,371

 383,234

 David Gordon,
 Executive Vice President –

 2023

 270,400

 15,000

 73,138

 358,538

 Operations and Secretary

 2022

 270,400

 84,218

 354,618

 (1)

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

 (2)

 Stock
 option awards represent the grant date fair value of the awards pursuant to FASB ASC Topic 718, as described in Note 12 "Stockholders'
 Equity" in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended October
 31, 2023.

 (3)

 the amount of interest accrued on defined contribution deferred compensation balances at a rate in excess of 120% of the applicable
 federal mid-term rate under section 1274(d) of the Internal Revenue Code of 1986 (the "Code") and dividends or dividend
 equivalents on balances denominated in Coffee Holding common stock in excess of the dividends paid to stockholders generally during
 the fiscal year.

 (4)

 The
 Named Executive Officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed
 in the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and
 operation. The figures shown for Andrew Gordon include $10,279 and $10,641 in employer contributions to the 401(k) plan for 2023
 and 2022, respectively; life insurance premiums of $0 and $0 for 2023 and 2022, respectively, business car expenses of $22,227 and
 $24,460 for 2023 and 2022, respectively, and health insurance premiums of $22,605 and $24,270 for 2023 and 2022, respectively. The
 figures shown for David Gordon include $14,256 and $12,655 for a business car expenses in 2023 and 2022, respectively; $8,680 and
 $7,760 in employer contributions to the 401(k) plan for 2023 and 2022, respectively, life insurance premiums of $3,000 and $3,000
 for 2023 and 2022, respectively, and health insurance premiums of $47,202 and $60,803 for 2023 and 2022, respectively.

 Narrative
to Summary Compensation Table

 Overview

 Our
Compensation Committee has responsibility for establishing, implementing and monitoring adherence with our compensation philosophy. In
that regard, the Compensation Committee provides advice and makes recommendations to the JVA Board in the areas of employee salaries
and benefit programs. The Compensation Committee ensures that the total compensation paid to our executive leadership team is fair and
reasonable. Generally, the types of compensation and benefits provided to members of the executive leadership team, including the Named
Executive Officers, are similar to those provided to our other officers and employees.

Components

 Our
compensation program for Named Executive Officers consists generally of base salary and annual bonuses. These elements are intended to
provide an overall compensation package that is commensurate with our financial resources, that is appropriate to assure the retention
of experienced management personnel, and that aligns their financial interests with those of our stockholders. We pay our Named Executive
Officers commensurate with their experience and responsibilities.

 Base
Salary. Each of our Named Executive Officers receives a base salary to compensate him for services performed during the year.
The base salaries of our Named Executive Officers are established annually by the JVA Board upon recommendation by the Compensation Committee.
When determining the base salary for each of our Named Executive Officers, the Compensation Committee considers the performance of the
Named Executive Officer, the duties of the Named Executive Officer, the experience of the Named Executive Officer in his position and
salary levels of the companies in our peer group. Salary levels are also intended to reflect our financial performance. We have entered
into employment agreements with each of the Named Executive Officers that provide for minimum annual base salaries. The Named Executive
Officers are eligible for annual increases in their base salaries as a result of company performance, individual performance and any
added responsibility since their last salary increase.

 Annual
Bonus. Our Named Executive Officers are eligible to receive annual cash bonuses. These bonuses are intended to reward the achievement
of corporate goals and individual performance objectives. The bonus levels are intended to be competitive with those typically paid by
the companies in our peer group and commensurate with the Named Executive Officers' successful execution of duties and responsibilities.

 Equity
Compensation. At the 2013 Annual Meeting of Stockholders, our stockholders approved the 2013 Equity Compensation Plan. Through
the 2013 Equity Compensation Plan, we provide our employees, including our Named Executive Officers, with equity incentives that help
align their interests with those of our stockholders by tying the value delivered to our Named Executive Officers to the value of our
shares of common stock. We also believe that stock option grants to our Named Executive Officers provide them with long-term incentives
that will aid in retaining executive talent by providing opportunities to be compensated through the Company's performance and
rewarding executives for creating shareholder value over the long-term.

 During
the years ended October 31, 2023, and October 31, 2022 we did not grant any stock option awards to the Named Executive Officers. During
the year ended October 31, 2019, we granted stock option awards to the Named Executive Officers to purchase an aggregate of 630,000 shares
of common stock at an exercise price of $5.43 per share. The stock options are fully vested.

 Implementation
for Fiscal Year 2023

 For
the 2023 fiscal year, Andrew Gordon received a base salary of $304,535 and an annual bonus of $20,000. David Gordon received a base salary
of $270,400 and an annual bonus of $15,000.

 As
stated above, on April 18, 2019, Andrew Gordon was granted a stock option to purchase 349,000 shares of common stock, and David Gordon
was granted a stock option to purchase 281,000 shares of common stock. The stock options have an exercise price of $5.43 and are completely
vested.

Decision-Making Policies and Procedures

 Decision-Making
and Policy-Making. As a Nasdaq listed company, we must observe governance standards that require executive officer compensation
decisions to be made by the independent director members of our Board or by a committee of independent directors. Consistent with these
requirements, our Board has established a Compensation Committee all of whose members are independent directors.

 The
Compensation Committee provides advice and makes recommendations to our Board in the areas of employee salaries and benefit programs.
Compensation may consist of three components: (1) base salary; (2) bonuses; and (3) long-term incentives ( e.g., deferred compensation
and fringe benefits).

 The
Compensation Committee generally meets at least once each year or acts by written consent. It considers the expectations of the Chief
Executive Officer with respect to his own compensation and his recommendations with respect to the compensation of more junior executive
officers, as well as empirical data on compensation practices at peer group companies. The Compensation Committee does not delegate its
duties to others.

 Employment
Agreements

 We
have entered into employment agreements with Andrew Gordon to secure his continued service as President, Chief Executive Officer, Chief
Financial Officer and Treasurer and with David Gordon to secure his continued service as Executive Vice President — Operations
and Secretary. These employment agreements have rolling five-year terms that began on May 6, 2005. These agreements may be converted
to a fixed five-year term by the decision of our Board or the executive. These agreements provide for minimum annual salaries, discretionary
cash bonuses, and participation on generally applicable terms and conditions in other compensation and fringe benefit plans. The employment
agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage throughout the employment term
and thereafter for so long as the executives are subject to liability for such service to the extent permissible by the Nevada Revised
Statutes.

 The
terms of the employment agreements provide that each executive will be entitled to severance benefits if his employment is terminated
without "cause" or if he resigns for "good reason" or following a "change in control" (as such terms
will be defined in the employment agreements) equal to the value of the cash compensation and fringe benefits that he would have received
if he had continued working for the remaining unexpired term of the agreement. The employment agreements also provide uninsured disability
benefits. During the term of the employment agreements and, in case of discharge with "cause" or resignation without "good
reason," for a period of one year thereafter, the executives are subject to (1) restrictions on competition with us; and (2) restrictions
on the solicitation of our customers and employees. For all periods during and after the term of the employment agreements, the executives
are subject to nondisclosure and restrictions relating to our confidential information and trade secrets.

 The
employment agreements provide that in the event either executive terminates employment in connection with a change in control under circumstances
entitling him to severance benefits, and it is determined that the executive would be subject to a 20% excise tax imposed by Section
4999 of the Code which applies to certain "excess parachute payments" (the "Excise Tax"), we will pay the executive
a "Tax Indemnity Payment" such that the net amount received by the executive after payment of such Excise Tax, and any federal,
Medicare and state and local income taxes and Excise Tax upon the Tax Indemnity Payment, will be equal to the payments the executive
would have retained had there been no Excise Tax. The effect of this provision is that we, and not the executives, bear the financial
cost of the Excise Tax. In accordance with Section 280G of the Code, we cannot claim a federal income tax deduction for payments subject
to the Excise Tax, including the Tax Indemnity Payment.

 Potential
Payments Upon a Change of Control

 Under
the 2013 Equity Compensation Plan, in the event of a change in control (as defined in the 2013 Equity Compensation Plan), the Compensation
Committee may, at the time of the grant of an award provide for, among other things, the (i) accelerating or extending the time periods
for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an
award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee.
The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or
more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and stock
appreciation rights to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in
whole or in part; (c) cancel any option or stock appreciation right in exchange for a substitute option; (d) cancel any award of restricted
stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor
corporation; (e) redeem any restricted stock, restricted stock unit, performance share or performance unit for cash and/or other substitute
consideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control;
(f) cancel any option or stock appreciation right in exchange for cash and/or other substitute consideration based on the value of our
common stock on the date of the change in control, and cancel any option or stock appreciation right without any payment if its
exercise price exceeds the value of our common stock on the date of the change in control; or (g) make such other modifications, adjustments
or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate. To date, there have been 689,000 options
granted under the 2013 Equity Compensation Plan to the Named Executive Officers.

 Other
than the severance benefits described under "Employment Agreements" and the potential payments described under "Potential
Payments Upon a Change of Control" above, we do not maintain contracts, agreements, plans or arrangements that provide for payments
to the Named Executive Officers at, following, or in connection with any termination of employment.

 Deferred
Compensation Plan for Executive Officers

 In
January 2005, we established the Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan for Named Executive Officers. Currently,
Andrew Gordon is the only participant in the plan. Each Named Executive Officer who participates in the plan may defer receipt of all
or a portion of his annual cash compensation received from Coffee Holding. The deferred amounts are allocated to a deferral account and
credited with interest according to the investment classifications made available by the JVA Board. The plan is an unfunded, non-qualified
plan that provides for distribution of the amounts deferred to participants or their designated beneficiaries upon the occurrence of
certain events. The amounts deferred, and related investment earnings, are held in a corporate account for the benefit of participating
Named Executive Officers until such amounts are distributed pursuant to the terms of the plan.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table sets forth information regarding outstanding stock options awarded to each of our Named Executive Officers as of October
31, 2023.

 Number of Securities
 Underlying Unexercised Options

 Option
 exercise

 Option
 expiration

 Name

 Exercisable

 Unexercisable

 price ($)

 date

 Andrew Gordon

 349,000
 (1)

 $
 5.43

 4/18/2029

 David Gordon

 281,000
 (1)

 $
 5.43

 4/18/2029

 Equity
Compensation Plan Information

 The
following table sets forth information regarding outstanding stock options and rights and shares reserved for future issuance under our
existing equity compensation plans as of October 31, 2023.

 Plan Category

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

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

 (Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by stockholders (1)

 1,000,000

 $
 5.43

 Equity compensation plans not approved by stockholders

 —

 $
 —

 —

 Total

 1,000,000

 $
 5.43

 (1)

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

 DIRECTOR
COMPENSATION

 Non-employee
directors receive $800 per Board meeting and committee meeting attended in person and $400 per each JVA Board meeting and committee meeting
attended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs incurred in connection
with attendance at Board and committee meetings.

 Total
directors' meeting and committee fees for the fiscal year ended October 31, 2023 were $10,400. We do not compensate our employee
directors for service as directors. Directors are also entitled to the protection of certain indemnification provisions in our Amended
and Restated Articles of Incorporation and Bylaws.

 The
following table sets forth information regarding compensation earned by our non-employee directors during the 2023 fiscal year.

 DIRECTOR
COMPENSATION TABLE

 Name

 Fees Earned
 or Paid in
 Cash ($) (1)

 Stock
 Options (2)(3)

 All Other Compensation ($)

 Total
 ($)

 $
 3,600

 $

 $

 $
 3,600

 $

 $

 $

 $

 $
 3,200

 $

 $

 $
 3,200

 $

 $

 $

 $

 George F. Thomas

 $
 3,600

 $

 $

 $
 3,600

 (1)

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

 (2)

 Stock
 option awards represent the grant date fair value of the awards pursuant to FASB ASC Topic 718, as described in Note 12 "Stockholders'
 Equity" in the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended October
 31, 2022, to which reference is hereby made.

 (3)

 The
 total number of shares of common stock covered by stock options held by each non-employee director at October 31, 2023 were as follows:

 No. of

 5,900

 22,172

 6,548

 George F. Thomas

 4,000

 ITEM
 12.

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

 Security
Ownership of Certain Beneficial Owners and Management of JVA

 The
following table shows the number of shares of Coffee Holding's common stock, par value $0.001 per share, beneficially owned by
(i) each person known to be the owner of 5% or more of our common stock, (ii) each director and nominee, (iii) the Named Executive Officers
identified in the Summary Compensation Table included elsewhere in this proxy statement and (iv) all directors and executive officers
of Coffee Holding as a group, as of March 15, 2023. The percent of common stock outstanding was based on a total of 5,708,599 shares
of Coffee Holding's common stock outstanding as of January 27, 2023. Except as otherwise indicated, each person shown in the
table has sole voting and investment power with respect to the shares of common stock listed next to his or her name. The address for
each person shown in the table is c/o Coffee Holding Co., Inc., 3475 Victory Boulevard, Staten Island, New York 10314, unless otherwise
indicated.

 Name

 Position

 Amount and
 Nature of
 Beneficial
 Ownership

 Percent of
 Common Stock
 Outstanding (%) (1)

 Directors and Executive Officers

 Andrew Gordon

 President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

 636,750
 (2)

 10.5
 %

 David Gordon

 Executive Vice President — Operations, Secretary and Director

 648,181
 (3)

 10.8
 %

 14,100
 (4)

 *

 19,900
 (5)

 *

 36,172
 (6)

 *

 20,548
 (7)

 *

 George F. Thomas

 7,600
 (8)

 *

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

 1,383,251

 21.6
 %

 5% or More Holders

 Renaissance Technologies LLC

 342,964
 (9)

 6.0
 %

 (1)

 Beneficial
 ownership includes shares of common stock as to which a person or group has sole or shared voting power or investment power. Shares
 of common stock subject to stock options that are exercisable currently or within 60 days of the Record Date, are deemed outstanding
 for purposes of computing the number of shares beneficially owned and percentage ownership of the person or group holding such stock
 options, warrants or convertible securities, but are not deemed outstanding for computing the percentage of any other person

 (2)

 14,000 shares owned by Mr. A. Gordon directly, a stock option to purchase 349,000 shares held directly by Mr. A Gordon, and 273,750
 shares owned indirectly by Mr. A. Gordon through A. Gordon Family Ventures LLC.

 (3)

 367,181 shares of common stock owned by Mr. D. Gordon directly, and a stock option to purchase 281,000 shares of common stock owned
 directly by Mr. D. Gordon.

 (4)

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

 (5)

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

 (6)

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

 (7)

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

 (8)

 4,000 shares of common stock owned by Mr. Thomas directly, an option to purchase 3,000 shares of common stock owned by Mr. Thomas
 directly, and 600 shares owned by Mr. Thomas' wife.

 (9)

 shares of common stock beneficially owned by Renaissance Technologies Holdings Corporation ("RTHC") because of RTHC's
 majority ownership of Renaissance Technologies LLC ("RTC"). The principal business address of both RTHC and RTC is 800
 Third Avenue, New York, New York 10022. All information regarding RTHC is based on information disclosed in a statement on Schedule
 13G filed with the SEC on February 13, 2023.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
following is a summary of transactions since November 1, 2021 and all currently proposed transactions, to which JVA has been a participant,
in which:

 The
 amounts exceeded or will exceed the lesser of $120,000 or one percent of the average of JVA's total assets at year-end for
 the last two completed fiscal years; and

 Any
 of the directors, executive officer or holders of more than 5% of the respective capital stock, or any member of the immediate family
 of the foregoing persons, had or will have a direct or indirect material interest.

 JVA
has engaged its 40% partner in Generations Coffee Company, LLC ("GCC"), with which JVA has a joint venture, as an outside
contractor. JVA is the 60% equity owner of the joint venture and Caruso's Coffee Company ("Caruso's") owns the
other 40% equity interest. Payments to Caruso's during the years ended October 31, 2023, and October 31, 2022 amounted to $56,851,
and $285,696, respectively, for the processing of finished goods.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES

 Fees
Billed to the Company in fiscal years 2023 and 2022

 The
following table summarizes the fees for professional services rendered by Marcum, our independent registered public accounting firm,
for the fiscal years ended October 31, 2023 and 2022:

 Fiscal Year

 2023

 2022

 Audit Fees (1)

 $
 150,000

 $
 723,500

 Audit-Related Fees (2)

 $
 -

 115,815

 Tax Fees

 -

 -

 All Other Fees

 $
 -

 -

 Total

 $
 150,000

 $
 839,315

 (1)
Audit fees consisted of work performed in connection with the audit of the consolidated financial statements as well as work generally
only the independent auditors can reasonably be expected to provide, such as quarterly reviews and review of our Annual Reports on Form
10-K.

 (2)
Audit related fees consisted of fees paid to Marcum in connection with (i) the re-audit of the Company's financial statements for
the fiscal year ended October 31, 2021, and (iii) the filing of restated quarterly reports for the fiscal periods ended January 31, 2021,
April 30, 2021 and July 31, 2021.

 Audit
Committee Pre-Approval Policy

 The
Audit Committee, or a designated member of the Audit Committee, shall preapprove all auditing services and permitted non-audit services
(including the fees and terms) to be performed for Coffee Holding by our registered independent public accountants, subject to the de
minimis exceptions for non-audit services that are approved by the Audit Committee prior to completion of the audit, provided that: (1)
the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by Coffee
Holding to its registered independent public accountant during the fiscal year in which the services are provided; (2) such services
were not recognized by Coffee Holding at the time of the engagement to be non-audit services; and (3) such services are promptly brought
to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members
of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee.
All of the services set forth in the table above were preapproved by the Audit Committee.

 PART
IV

 ITEM
 15.

 EXHIBITS,
 FINANCIAL STATEMENT SCHEDULES

 (a)

 List
 of Documents filed as part of this Report

 (1)

 Financial
 Statements

 The
financial statements and related notes, together with the report of Marcum LLP appear at pages F-1 through F-22 following the Exhibit
List as required by Part II, Item 8 "Financial Statements and Supplementary Data" of this Form 10-K.

 (2)

 Financial
 Statement Schedules

 None.

 (3)

 List
 of Exhibits

 (a)

 Exhibits

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

 Exhibit
 No.

 Description

 2.1

 Agreement and Plan of Merger, dated October 31, 1997, by and among Transpacific International Group Corp. and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 2 to Post-Effective Amendment No. 1 to the Company's Registration Statement on Form SB-2 filed on November 10, 1997 (File No. 333-00588-NY)).

 2.2

 Asset Purchase Agreement, dated February 4, 2004, by and between Coffee Holding Co., Inc. and Premier Roasters LLC (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 20, 2004 (File No. 333-00588-NY)).

 2.3

 Merger and Share Exchange Agreement, dated September 9, 2022 by and among Coffee Holding Company, Inc., Delta Corp Holdings Limited, Delta Corp Cayman Limited and each of the selling stockholders named therein (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 30, 2022).

 2.4

 Amendment No. 1, dated June 29, 2023, to the Merger and Share Exchange Agreement, dated September 29, 2022 by and among Coffee Holding Company, Inc, Delta Corp Holdings Limited, Delta Corp Holdings Limited, CHC Merger Sub Inc., and each of the shareholders named therein.(incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 3, 2023)

 3.1

 Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form 8-A the "2005 Registration Statement" filed on May 2, 2005 (File No. 001-32491)).

 3.2

 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed September 20, 2023)

 4.1

 Form of Stock Certificate of the Company (incorporated herein by reference to the Company's Registration Statement on Form SB-2 filed on June 24, 2004 (Registration No. 333-116838)).

 4.2

 Description of Capital Stock.*

 10.1

 Loan and Security Agreement, dated February 17, 2009, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.21 to the Company's Current Report on Form 8-K filed on February 23, 2009 (File No. 001-32491)).

 10.2

 Lease, dated February 4, 2004, by and between Coffee Holding Co., Inc. and the City of La Junta, Colorado (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Company's Registration Statement on Form SB-2/A filed on August 12, 2004 (Registration No. 333-116838)).

 10.3

 Trademark License Agreement, dated February 4, 2004, between Del Monte Corporation and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-QSB/A for the quarter ended April 30, 2004 filed on August 26, 2004 (File No. 333-00588-NY)) as amended by that First Amendment to Trademark License Agreement, dated January 4, 2013.

 10.4

 First Amendment to Trademark License Agreement, dated January 4, 2013, by and between Del Monte Corporation and Coffee Holding Co., Inc. Certain portions of Exhibit 10.4 are omitted based upon approval of the Company's request for confidential treatment through January 28, 2023. The omitted portions were filed separately with the SEC on a confidential basis (incorporated herein by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended October 31, 2012 filed on January 28, 2013 (File No. 001-32491)).

 10.5

 Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and Andrew Gordon (incorporated herein by reference to Exhibit 10.14 of the Company's Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).

 10.6

 Amended and Restated Employment Agreement, dated April 11, 2008, by and between Coffee Holding Co., Inc. and David Gordon (incorporated herein by reference to Exhibit 10.15 of the Company's Current Report on Form 8-K filed on April 16, 2008 (File No. 001-32491)).

 10.7

 Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan (incorporated herein by reference to Exhibit 10.19 of the Company's Quarterly Report on Form 10-QSB filed on June 14, 2005 (File No. 001-32491)).

 10.8

 Contract of Sale, dated April 14, 2009, by and between Coffee Holding Co., Inc. and 4401 1st Ave LLC (incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on January 28, 2010 (File No. 001-32491)).

 10.9

 First Amendment to Loan and Security Agreement between Coffee Holding Co., Inc. and Sterling National Bank, dated July 23, 2010 (incorporated herein by reference to Exhibit 103 to the Company's Annual Report on Form 10-K filed on January 31, 2011 (File No. 001-32491)).

 10.10

 Placement Agency Agreement, dated as of September 27, 2011, by and among the Company, the selling stockholders named therein, Roth Capital Partners, LLC and Maxim Group, LLC (incorporated herein by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).

 10.11

 Subscription Agreement, dated as of September 27, 2011, by and between the Company, the selling stockholders named therein and each of the purchasers identified on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 27, 2011 (File No. 001-32491)).

 10.12

 2013 Equity Compensation Plan (incorporated by reference to Annex A of the Company's Definitive Proxy Statement filed on February 28, 2013 (File No. 13653320)).

 10.13

 Loan Modification Agreement, dated as of May 10, 2013, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K filed on January 24, 2014 (File No. 001-32491)).

 10.14

 Loan Modification Agreement, dated March 10, 2015, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 31, 2015).

 10.15

 Loan Agreement, dated March 10, 2015, by and between Sterling National Bank and Organic Products Trading Company LLC (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on March 31, 2015).

 10.16

 Security Agreement, dated March 10, 2015, by and between Sterling National Bank and Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on March 31, 2015).

 10.17

 Guarantee, dated March 10, 2015, by Coffee Holding Co., Inc. (incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on March 31, 2015).

 10.18

 Amended and Restated Loan and Security Agreement, dated April 25, 2017, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 28, 2017).

 10.19

 Guaranty Agreement, dated April 25, 2017, made by each of Sonofresco and Comfort Foods in favor of Sterling National Bank (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 28, 2017).

 10.20

 Lease, dated December 6, 2000, by and between Comfort Foods, Inc. and One Clark Street North Andover LLC. (incorporated herein by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed January 29, 2018).

 10.21

 Second Amendment to Lease, dated March 23, 2017, by and between Coffee Holding Co., Inc. and 25 COMM NAM, LLC (incorporated herein by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K filed January 29, 2018).

 10.22

 Loan Modification Agreement and Waiver, dated March 23, 2018, by and by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 27, 2018).

 10.23

 Form of Incentive Stock Option Agreement to the Company's 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed June 29, 2019).

 10.24

 Form of Non-Qualified Stock Option Award Agreement to the Company's 2013 Equity Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed June 29, 2019).

 10.25

 Loan Modification Agreement and Waiver, dated March 13, 2020, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on March 16, 2020).

 10.26

 Lease, dated September 22, 2021, by and between Coffee Holding Co., Inc. and Our Two Buddies, LLC, TANJ Properties, LLC and VGM Realty Services, LLC (incorporated herein by reference to Exhibit 10.26 (listed as Exhibit 10.6) to the Company's Annual Report on Form 10-K filed on January 31, 2022).

 10.27

 Loan Modification Agreement, dated June 28, 2022, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank.*

 10.28

 Loan Modification Agreement, dated March 15, 2023, by and among Coffee Holding Co., Inc., Organic Products Trading Company LLC and Webster Bank.*

 10.29

 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 30, 2022).

 10.30

 Form of Voting and Support Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 30, 2022).

 10.31

 Amendment No. 2, dated January 4, 2024, to the Merger and Share Exchange Agreement, dated September 29, 2022, as amended, by and among Coffee Holding Company, Inc., Delta Corp Holdings Limited, Delta Corp Holdings Limited, CHC Merger Sub Inc., and each of the shareholders named therein (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 4, 2024)

 21.1

 List of Significant Subsidiaries.*

 23.1

 Consent of Marcum LLP*

 31.1

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

 32.1

 Principal Executive Officer and Principal Financial Officer's Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 Coffee Holding Co., Inc. Compensation Recovery Plan

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 Cover

 *
Filed herewith

 **Furnished
herewith

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on February 9, 2024.

 HOLDING CO., INC.

 By:

 /s/
 Andrew Gordon

 Gordon

 President,
 Chief Executive Officer

 In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

 Signature

 Title

 Date

 /s/Andrew
 Gordon

 President,
 Chief Executive Officer, Chief Financial Officer, Treasurer and Director

 Gordon

 (principal
 executive officer and principal financial and accounting officer)

 /s/
 David Gordon

 Executive
 Vice President – Operations, Secretary and Director

 David
 Gordon

 /s/

 February 9,
2024

 Gerard
 DeCapua

 /s/

 Daniel
 Dwyer

 /s/

 Barry
 Knepper

 /s/

 John
 Rotelli

 /s/
 George Thomas

 George
 Thomas

 PAGE

 FINANCIAL
 STATEMENTS:

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. 688

 CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2023 AND 2022

 CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2023 AND 2022

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - YEARS ENDED OCTOBER 31, 2023 AND 2022

 CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2023 AND 2022

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

Holding Co, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Coffee Holding Co., Inc. (the "Company") as of October 31,
2023 and 2022, the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of
the two years in the period ended October 31, 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Company as of October 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in
the period ended October 31, 2023, in conformity with accounting principles generally accepted in the United States of
America.

 Explanatory Paragraph – Going Concern

 The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in Note 1, the Company's line of credit is maturing on
June 30, 2024 and additionally there are certain financial covenants that the Company are in violation with the lender. The Company has
not received a waiver from the lender. The lender has reserved its right to exercise its rights and remedies at any time in its sole discretion.
The uncertainties surrounding the ability to receive a waiver and extending its line of credit when it becomes due 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. Management's plans in regard to these matters are also described in
Note 1. The consolidated financial statements do not include any adjustments that might results from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit [s] to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As
part of our audit [s] we are required to obtain an understanding of internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we
express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide s a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/
 Marcum llp

 Marcum
 llp

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

 New
York, New York

 F- 2

BALANCE SHEETS

 2023

 2022

 - ASSETS -

 CURRENT ASSETS:

 Cash and cash equivalents

 $
 2,733,977

 $
 2,515,873

 Accounts receivable, net of allowances of $ 144,000 for 2023 and 2022

 7,983,032

 7,816,473

 Receivable from sale of investment

 3,150,000

 18,986,539

 19,252,214

 Due from broker

 345,760

 818,892

 Prepaid expenses and other current assets

 413,752

 432,126

 Prepaid and refundable income taxes

 365,876

 866,155

 TOTAL CURRENT ASSETS

 33,978,936

 31,701,733

 Building machinery and equipment, net

 3,494,450

 3,199,790

 Customer list and relationships, net of accumulated amortization of $ 310,383 and $ 279,883 for 2023 and 2022, respectively

 184,750

 215,250

 Trademarks and tradenames

 Equity method investments

 39,676

 354,444

 Investment - other

 -

 2,500,000

 Right of use asset

 2,696,159

 2,871,773

 Deferred income tax assets - net

 1,341,407

 1,073,187

 Deposits and other assets

 129,523

 449,348

 TOTAL ASSETS

 $
 42,191,901

 $
 42,692,525

 - LIABILITIES AND STOCKHOLDERS' EQUITY -

 CURRENT LIABILITIES:

 Accounts payable and accrued expenses

 $
 5,206,442

 $
 3,814,864

 Line of credit

 9,620,000

 -

 Cash overdrafts

 -

 876,148

 Due to broker

 292,407

 1,523,563

 Note payable – current portion

 4,200

 4,200

 Lease liability – current portion

 255,625

 220,734

 TOTAL CURRENT LIABILITIES

 15,378,674

 6,439,509

 Line of credit

 -

 8,314,000

 Lease liabilities

 2,974,579

 3,136,006

 Note payable – long term

 3,034

 9,105

 Deferred compensation payable

 120,523

 243,238

 TOTAL LIABILITIES

 18,476,810

 18,141,858

 Commitments and Contingencies (Note 8)

 STOCKHOLDERS' EQUITY:

 Coffee Holding Co., Inc. stockholders' equity:

 Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued

 -

 -

 Common stock, par value $.001 per share; 30,000,000 shares authorized, 6,633,930 shares issued for 2023 and 2022; 5,708,599 shares outstanding for 2023 and 2022

 6,634

 6,634

 Additional paid-in capital

 Retained earnings

 9,491,861

 10,327,437

 Less: Treasury stock, 925,331 common shares, at cost for 2023 and 2022

)

)

 Total Coffee Holding Co., Inc. stockholders' equity

 23,959,553

 24,795,129

 Non-controlling interest

)

)

 TOTAL EQUITY

 23,715,091

 24,550,667

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 42,191,901

 $
 42,692,525

 See

 F- 3

STATEMENTS OF OPERATIONS

 YEARS
ENDED OCTOBER 31, 2023 AND 2022

 2023

 2022

 NET SALES

 $
 68,173,404

 $
 65,706,879

 COST OF SALES

 57,214,382

 54,692,933

 GROSS PROFIT

 10,959,022

 11,013,946

 OPERATING EXPENSES:

 Selling and administrative

 11,680,782

 12,989,032

 Goodwill and other impairment charges

 -

 2,769,552

 Officers' salaries

 609,935

 594,262

 TOTAL

 12,290,717

 16,352,846

 (LOSS) FROM OPERATIONS

 ( 1,331,695
)

 ( 5,338,900
)

 OTHER INCOME (EXPENSE):

 Interest income

 18,947

 14,094

 Loss from equity method investment

 ( 511,878
)

 ( 47,801
)

 Gain on sale of investment

 650,000

 -

 Other income

 634,181

 -

 Interest expense

 ( 563,351
)

 ( 225,043
)

 TOTAL

 227,899

 ( 258,750
)

 (LOSS) BEFORE INCOME TAX (BENEFIT)

 ( 1,103,796
)

 ( 5,597,650
)

 Income Tax (benefit)

)

)

 NET (LOSS) BEFORE ADJUSTMENT FOR NON-CONTROLLING INTEREST IN SUBSIDIARY

)

 ( 4,601,857
)

 Plus: Net loss attributable to the non-controlling interest in subsidiary

 -

 857,072

 NET (LOSS) ATTRIBUTABLE TO COFFEE HOLDING CO., INC.

 $
)

 $
 ( 3,744,785
)

 Basic and diluted (loss) per share

 $
 ( 0.15
)

 $
 ( 0.66
)

 Weighted average common shares outstanding:

 Basic and diluted

 See

 F- 4

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 YEARS
ENDED OCTOBER 31, 2023 AND 2022

 Amount

 Amount

 Capital

 Earnings

 Interest

 Total

 Common Stock

 Treasury Stock

 Additional
 Paid-in

 Retained

 Non-
 Controlling

 Amount

 Amount

 Capital

 Earnings

 Interest

 Total

 Balance, November 1, 2021

 $
 6,634

 $
)

 $
 18,688,797

 $
 14,471,222

 $
 837,226

 $
 29,370,319

 Stock Compensation

 405,821

 405,821

 Distributions to non-controlling interest

 ( 554,616
)

 ( 554,616
)

 Inflow from non-controlling interest

 330,000

 330,000

 Dividend to common shareholders

 ( 399,000
)

 ( 399,000
)

 Non-Controlling interest

 ( 857,072
)

 ( 857,072
)

 Net loss

 -

 -

 -

 -

 -

 ( 3,744,785
)

 -

 ( 3,744,785
)

 Balance, October 31, 2022

 $
 6,634

 $
)

 $

 $
 10,327,437

 $
)

 $
 24,550,667

 Balance

 $
 6,634

 $
)

 $

 $
 10,327,437

 $
)

 $
 24,550,667

 Net loss

 -

 -

 -

 -

 -

)

 -

)

 Balance, October 31, 2023

 $
 6,634

 $
)

 $

 $
 9,491,861

 $
)

 $
 23,715,091

 Balance

 $
 6,634

 $
)

 $

 $
 9,491,861

 $
)

 $
 23,715,091

 See

 F- 5

STATEMENTS OF CASH FLOWS

 YEARS
ENDED OCTOBER 31, 2023 AND 2022

 2023

 2022

 OPERATING ACTIVITIES:

 Net (loss)

 $
)

 $
 ( 4,601,857
)

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

 Depreciation and amortization

 593,600

 584,595

 Impairment of goodwill, trademarks and tradenames

 -

 2,569,785

 Write-off of accounts receivable

 -

 415,096

 Stock-based compensation

 -

 405,821

 Unrealized (gain) loss on commodities - net

 ( 758,024
)

 721,350

 Loss on equity method investments

 314,768

 47,801

 Gain on sale of investment

 ( 650,000
)

 -

 Impairment of customer list and non-compete agreement

 -

 199,767

 Write down of obsolete inventory

 -

 718,353

 Amortization of right of use asset

 322,030

 674,013

 Deferred income taxes

)

)

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 166,559
)

 1,068,409

 265,675

 ( 4,563,317
)

 Prepaid expenses and other current assets

 18,374

 110,098

 Prepaid and refundable income taxes

 500,279

 ( 790,203
)

 Deposits and other assets

 197,110

 ( 68,757
)

 Accounts payable and accrued expenses

 1,391,578

 ( 1,232,776
)

 Change in lease liability

 ( 272,952
)

 ( 283,444
)

 Income taxes payable

 -

 ( 416,449
)

 Net cash provided by (used in) operating activities

 652,083

 ( 5,437,508
)

 INVESTING ACTIVITIES:

 Purchases of building, machinery and equipment

 ( 857,760
)

 ( 1,059,205
)

 Net cash used in investing activities

 ( 857,760
)

 ( 1,059,205
)

 FINANCING ACTIVITIES:

 Advances under bank line of credit

 3,034,783

 6,427,654

 Cash overdraft

 ( 876,148
)

 876,148

 Principal payment on note payable

 ( 6,071
)

 ( 3,987
)

 Payment of dividend

 -

 ( 399,000
)

 Capital contributed by non-controlling interest

 -

 330,000

 Principal payments under bank line of credit

 ( 1,728,783
)

 ( 1,914,504
)

 Net cash provided by financing activities

 423,781

 5,316,311

 NET INCREASE (DECREASE) IN CASH

 218,104

 ( 1,180,402
)

 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

 2,515,873

 3,696,275

 CASH AND CASH EQUIVALENTS, END OF YEAR

 $
 2,733,977

 $
 2,515,873

 See

 F- 6

STATEMENTS OF CASH FLOWS

 YEARS
ENDED OCTOBER 31, 2023 AND 2022

 2023

 2022

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:

 Interest paid

 $
 538,363

 $
 202,303

 Income taxes paid

 $
 -

 $
 1,327,039

 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Initial recognition of operating lease right of use asset

 $
 146,416

 $
 -

 Initial recognition of operating lease liabilities

 $
 146,416

 $
 -

 Sale of investment

 $
 3,150,000

 $
 -

 Distribution of inventory by non-controlling interest

 $
 -

 $
 554,616

 See

 F- 7

 NOTES

 NOTE
1 - BUSINESS ACTIVITIES:

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's
core product, coffee, can be summarized and divided into three product categories ("product lines") as follows:

Green Coffee: unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;

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

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.

 The
Company during the quarter ended April 30, 2022 had begun a restructuring process with its Generations subsidiary. As part of this restructuring
approximately $ 550,000 of its inventory was distributed to the non-controlling interest partner for $ 330,000 in cash. As part of the
restructuring process, the Company recorded a write-down of obsolete inventory of $ 718,353 and a write-off of accounts receivable of
$ 415,096.

 On
September 29, 2022, Coffee Holding Co., Inc, a Nevada corporation (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 "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").

 Uncertainty
Due to Geopolitical Events

 Due
to Russia's invasion of Ukraine, which began in February 2022, and the resulting sanctions and other actions against Russia and
Belarus, there has been uncertainty and disruption in the global economy. Although Russia's invasion of Ukraine did not have a
material adverse impact on the Company's revenue or other financial results for the year ended October 31, 2022, at this time the
Company is unable to fully assess the aggregate impact will have on its business due to various uncertainties, which include, but are
not limited to, the duration of the war, the war's effect on the economy, its impact to the businesses of the Company's customers,
and actions that may be taken by governmental authorities related to the war.

 F- 8

 NOTES

 NOTE
1 - BUSINESS ACTIVITIES (cont'd):

 COVID-19

 The
global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government
in March 2020 and has negatively affected the U.S. and global economies, disrupted global supply chains, resulted in significant travel
and transport restrictions, mandated closures and stay-at-home orders, and created significant disruption of the financial markets.

 The
continuing impact on the Company's business including the decrease in our sales, the length and impact of stay-at-home orders and/or
regional quarantines, labor shortages and employment trends, disruptions to supply chains, including its ability to obtain products from
global suppliers, higher operating costs, the form and impact of economic stimulus and general overall economic instability, has contributed
to and may continue to have a material adverse effect on the Company's business, results of operations, financial condition and
cash flows. At this time the full impact could not be fully determined.

 Going Concern

 For
the year ended October 31, 2023, the Company incurred a net loss of $ 835,576
generated cashflows from operations of $ 652,083,
had net working capital of $ 18.6 million
and equity of $ 23.7
 million. 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 are certain financial covenants that the Company is in
violation. The Company has not received a waiver from the lender. The lender has reserved its right to exercise its rights and remedies
at any time in its sole discretion. The uncertainties surrounding the ability to receive a waiver and extending its line of credit when
it becomes due 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 February 8, 2024 is approximately $ 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 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 BASIS
OF PRESENTATION:

 The
consolidated financial statements include the accounts of the Company, Organic Products Trading Company, LLC ("OPTCO"), Sonofresco
LLC ("SONO"), Comfort Foods, Inc. ("CFI") and Generations Coffee Company, LLC ("GCC"). All inter-company
balances and transactions have been eliminated in consolidation.

 USE
OF ESTIMATES:

 The
preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States
of America (GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant
estimates include, depreciable lives for long-lived assets, and valuation of goodwill and indefinitely lived intangible assets impairment
testing. These estimates may be adjusted as more current information becomes available, and any adjustment could have a significant impact
on recorded amounts.

 CASH
AND CASH EQUIVALENTS:

 Cash
and cash equivalents consists primarily of unrestricted cash on deposit and securities with an original maturity of 3 months or less
at financial institutions and brokerage firms.

 F- 9

 NOTES

 NOTE

 ACCOUNTS
RECEIVABLE:

 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:

 SCHEDULE OF ACCOUNTS RECEIVABLE

 2023

 2022

 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

 INVENTORIES:

are stated at the lower of cost (first in, first out basis) or net realizable value, including provisions for obsolescence commensurate
with known or estimated exposures. There are no reserves for obsolescence as of October 31, 2023 and 2022.

 BUILDING,
MACHINERY AND EQUIPMENT:

 Building,
machinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets.
Purchases of buildings, machinery and equipment and additions and betterments which substantially extend the useful life of an asset
are capitalized at cost. Expenditures which do not materially prolong the normal useful life of an asset are charged to operations as
incurred. The Company also provides for amortization of leasehold improvements which are depreciated over the shorter of the useful life
of the improvement or the lease term.

 F- 10

 NOTES

 NOTE

 COMMODITIES
HELD BY BROKER:

 The
commodities held at broker represent the market value of the Company's trading account, which consists of option and future contracts
for coffee held with a brokerage firm. The Company uses options and futures contracts, which are not designated or qualifying as hedging
instruments, to partially hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are level
1 investments recognized at fair value in the consolidated financial statements with current recognition of gains and losses on such
positions. The Company's accounting for options and futures contracts may impact earnings volatility in any particular period.
We record all open contract positions on our consolidated balance sheets at fair value in the due from and due to broker line items and
typically do not offset these assets and liabilities.

 The
Company classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included
in the statement of operations as a component of cost of sales.

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

 SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS

 2023

 2022

 Year Ended October 31,

 2023

 2022

 Gross realized gains

 $
 1,034,966

 $
 2,307,714

 Gross realized (losses)

 ( 1,603,746
)

 ( 1,683,401
)

 Unrealized gains (losses)

 758,024

 ( 721,350
)

 Total

 $
 189,244

 $
 ( 97,037
)

 CUSTOMER
LIST AND RELATIONSHIPS:

 Customer
list and relationships consist of a specific customer lists and customer contracts obtained by the Company in the acquisition of OPTCO,
Comfort Foods and Sonofresco which are being amortized on the straight-line method over their estimated useful life of twenty years.
Amortization expense for the years ended October 31, 2023 and 2022 was $ 30,500 and $ 62,552, respectively.

 TRADEMARKS:

 The
Company has determined that its trademarks, which consist of product lines, trade names and packaging designs have indefinite useful
lives. Trademarks are tested for impairment at least annually or when circumstances indicate that the carrying amount of the trademarks
exceed fair value.. The Company performs its annual impairment test on October 31 of each year by first performing a qualitative assessment
to determine if it is more likely than not that the carrying amounts exceed the fair values. Depending on the outcome of our qualitative
assessment, we may perform a quantitative assessment to determine if the carrying amounts exceed the fair values on the

 F- 11

 NOTES

 NOTE

 assessment
date. The Company quantitatively assessed the carrying amount of its goodwill in 2022 due to its declining stock price. The most significant
assumptions used in these impairment tests include the royalty rates using the relief from royalty method of testing trademarks, forecasted
revenues and expenses, income tax rates and discounts and premiums built into our weighted average cost of capital to estimate future
cash flows using an income approach. Due to the sustained decline in the price of the Company stock through the fourth quarter of 2022
and after the proposed Delta merger announcement, the Company determined that an impairment charge was necessary and recorded an impairment
charge of $ 2,569,785, which consisted of $ 2,488,785 of goodwill and $ 81,000 of trademarks and tradenames and for the year ended October
31, 2022.

 SCHEDULE OF CONSOLIDATED STATEMENT OF INCOME

 Trademarks and tradenames

 Total

 Balance at October 31, 2021

 $
 408,000

 Impairment charge

 ( 81,000
)

 Impairment charge

 (81,000
)

 Balance at October 31, 2022

 $

 Balance at October 31, 2022

 $

 Impairment
 charge

 Impairment charge

 Balance
 at October 31, 2023

 $

 IMPAIRMENT
OF LONG-LIVED ASSETS:

 The
Company assesses the impairment of long-lived assets used in operations, primarily buildings, machinery and equipment as well as intangible
assets subject to amortization, when events and circumstances indicate that the carrying value amounts of these assets might not be recoverable.
For purposes of evaluating the recoverability of buildings, machinery and equipment and amortizable intangible assets, the undiscounted
cash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying amounts
of the assets exceed the undiscounted cashflows, then the related assets will be written down to fair value, if less. During the years
ended October 31, 2023 and 2022, the Company recorded $ 0 and $ 199,767, respectively of impairment charges of its amortizable intangible
assets. No impairment charges were recorded against buildings, machinery and equipment.

 ADVERTISING:

 The
Company expenses the cost of advertising and promotion as incurred. Advertising costs charged to operations totaled $ 35,369 and $ 42,001
for the years ended October 31, 2023 and 2022, respectively.

 INCOME
TAXES:

 The
Company accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities
to be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected
to be realized. The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in
deferred tax assets and liabilities.

 F- 12

 NOTES

 NOTE

 (LOSS)
EARNINGS PER SHARE:

 Basic
(loss) earnings per common share was computed by dividing net (loss) income by the sum of the weighted-average number of common shares
outstanding. Diluted (loss) earnings per common share is computed by dividing the net (loss) 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 Company
has issued 1,000,000 options that are outstanding which have not been included in the calculation of diluted (loss) earnings per share
because they are anti-dilutive.

 The
weighted average common shares outstanding used in the computation of basic and diluted (loss) earnings per share were 5,708,599 for
the years ended October 31, 2023 and 2022, respectively.

 FAIR
VALUE OF FINANCIAL INSTRUMENTS:

 The
carrying amounts of cash, accounts receivable, notes due to/(from) broker and accounts payable approximate fair value because of the
short-term nature of these instruments. The carrying amount of the bank line of credit approximates fair value because the debt is based
on current rates at which the Company could borrow funds with similar remaining maturities. Fair value estimates are made at a specific
point in time, based on relevant market information about the financial instruments when available. These estimates are subjective in
nature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions
could significantly affect the estimates.

 The
Company measures fair value as required by Accounting Standards Codification ("ASC") Topic 820 "Fair Value Measurements
and Disclosures" ("ASC Topic 820"). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding
the methods used for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 clarifies that fair value
is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market
participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair
value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 A)

 Level
 1 – unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
 as of the measurement date.

 B)

 Level
 2 – inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly
 observable through corroboration with observable market data.

 C)

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

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

 F- 13

 NOTES

 NOTE

 REVENUE
RECOGNITION:

 The
Company recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board ("FASB")
Accounting Codification ("ASC") Topic 606 ("ASC 606") in which the Company evaluates the transfer of promised
goods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the
consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition
for the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1)
identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price,
(4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies
a performance obligation.

 The
following table presents revenues by product line for the years ended October 31, 2023 and 2022.

 SCHEDULE OF REVENUE

 2023

 2022

 Green

 $
 30,582,179

 $
 27,210,883

 Packaged

 37,591,225

 38,495,996

 Totals

 $
 68,173,404

 $
 65,706,879

 Revenues

 $
 68,173,404

 $
 65,706,879

 Revenue
for these product lines is recognized upon shipment to the customer.

 SHIPPING
AND HANDLING FEES AND COSTS:

 Revenue
earned from shipping and handling fees is reflected in net sales. Costs associated with shipping product to customers aggregating approximately
$ 2,539,000 and $ 2,964,000 for the years ended October 31, 2023 and 2022, respectively, is included in selling and administrative expenses.

 STOCK-
BASED COMPENSATION:

 Stock-based
awards are accounted for as required by ASC Topic 718 "Compensation-Stock Compensation" ("ASC 718"). Under ASC
718 stock-based awards are valued at fair value on the date of grant, and that fair value is recognized over requisite service period.
The Company accounts for forfeitures when they occur.

 CONCENTRATION
OF RISK:

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions
and brokerage firms.

 Accounts
at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At October 31, 2023 and 2022,
the Company had approximately $ 2,092,000 and $ 625,000 in excess of FDIC insured limits, respectively.

 The
accounts at the brokerage firm contain cash and securities. Balances are insured up to $ 500,000, with a limit of $ 100,000 for cash, by
the Securities Investor Protection Corporation (SIPC). At October 31, 2023 and 2022, the Company had approximately $ 373,000 and $ 1,560,000
in excess of SIPC insured limits, respectively.

 F- 14

 NOTES

 NOTE

 EQUITY
METHOD OF ACCOUNTING:

 Investee
companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method
of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several
factors including, among others, representation on the Investee company's board of directors and ownership level, which is generally
a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company's
accounts are not reflected within the Company's consolidated Balance Sheets and consolidated Statements of Operations; however,
the Company's share of the earnings or losses of the Investee company is reflected in the caption "Loss from equity method
investments" in the consolidated Statements of Operations. The Company's carrying value in an equity method Investee company
is reflected in the caption "Equity method investments" in the Company's consolidated Balance Sheets.

 The
Company's equity method investments consist of the following:

 (1)

 20 %
interest in Healthwise Gourmet Coffees, LLC, a distributor of low acidity coffees. The initial investment in this company amounted to
$ 100,000.
The loss recognized amounted to $ 16,925
 and $ 15,178
 for the years ended October 31, 2023 and 2022,
respectively. The carrying amount of this investment as presented on the consolidated balance sheet at October 31, 2023 and 2022 was
$ 39,676
 and $ 56,601,
respectively.

 (2)

 On October 15, 2020 the Company acquired a 49 % interest in Jordre Well LLC, a company that will produce CBD infused products. The
investment was made in 139,250 shares of the Company's common stock. The price of the stock on October 15, 2020 was $ 3.45 for an
initial investment of $ 480,413. An additional 139,250 shares of the Company's common stock will be transferred if Jordre Well LLC
generates $ 500,000 in revenue from the sale of its newly created brands. However due to a lack of performance, the Company in 2023 abandoned
its equity investment and will no longer fund its operations. The Company recognized a loss in the amount of $ 297,843 and $ 32,622 for
the years ended October 31, 2023 and 2022, respectively. The Company in 2023, also wrote off a loan receivable in the amount of $ 197,110,
which was deemed as uncollectible. The net value of this investment as presented on the consolidated balance sheet at October 31, 2023
and 2022 was $ 0 and $ 297,843.

 INVESTMENTS
- OTHER:

 Investment
– other represent investments made by the Company that do not qualify as equity method investments as the Company cannot exercise
significant influence over the target. The Company accounts for these investments in accordance with ASC Topic 321 "Investments
– Equity Securities" ("ASC 321"). In August 2021, the Company made an investment of $ 2,500,000 in an entity that
hold investments in the plant-based protein drink manufacturing industry. The Company has determined they do not have significant influence
over the investee. Pursuant to ASC 321, the Company has elected an alternate measurement to account for this investment at cost less
any impairment with adjustments to fair value if there are observable price changes. This investment was sold in October 2023. The sale
price was $ 3,150,000, which is presented as a receivable on our balance sheet. We also reported the gain of $ 650,000 on our statement
of operations.

 F- 15

 NOTES

 NOTE

 LEASES:

 Leases
are accounted for under ASC 842. The Company determines if an arrangement is or contains a lease at inception. The Company's operating
lease arrangement are comprised of real estate and facility leases. Right of use assets represent the Company's right to use the
underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from
the lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of the lease
payments over the lease term. As the Company's leases do not provide an implicit rate and the implicit rate is not readily determinable,
the Company estimates its incremental borrowing rate based on the information available at the measurement date in determining the present
value of the lease payments. The present value of the lease payments was determined to be 5.00 % for new leases and lease amendments that
occurred during fiscal year 2023 and 2022. Right of use assets also exclude lease incentives.

 ACCOUNTING
PRONOUCEMENTS NOT YET ADOPTED:

 Credit
Loss on Financial Instruments

 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 Company will adopt the provisions of Topic 326 effective
beginning November 1, 2023. Management believes its risk of loss on currently recorded receivables is minimal and accordingly the adoption
of this pronouncement will not have any material effect on the financial statements.

 NOTE
3 - INVENTORIES:

at October 31, 2023 and 2022 consisted of the following:

 SCHEDULE OF INVENTORIES

 2023

 2022

 Packed coffee

 $
 3,582,935

 $
 2,677,617

 Green coffee

 13,151,993

 14,847,708

 Roaster parts

 537,108

 576,778

 Packaging supplies

 1,714,503

 1,150,111

 Totals

 $
 18,986,539

 $
 19,252,214

 $
 18,986,539

 $
 19,252,214

 F- 16

 NOTES

 NOTE
4 – BUILDING, MACHINERY AND EQUIPMENT:

 Building
machinery and equipment at October 31, 2023 and 2022 consisted of the following:

 SCHEDULE OF MACHINERY AND EQUIPMENT

 Estimated
 Useful Life

 2023

 2022

 Improvements

 15 - 30 years

 $
 233,766

 $
 233,766

 Building

 31 years

 900,321

 900,321

 Machinery and equipment

 7 years

 8,587,858

 7,730,098

 Furniture and fixtures

 7 years

 1,184,387

 1,184,387

 Property plant and equipment gross

 10,906,332

 10,048,572

 Less, accumulated depreciation

 7,411,882

 6,848,782

 Property plant and equipment
 net

 $
 3,494,450

 $
 3,199,790

 Depreciation
expense totaled $ 563,100 and $ 522,043 for the years ended October 31, 2023 and 2022, respectively.

 NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

 Accounts
payable and accrued expenses at October 31, 2023 and 2022 consisted of the following:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 2023

 2022

 Accounts payable

 $
 3,681,123

 $
 2,637,051

 Purchase accruals

 1,051,685

 784,531

 Other accruals

 473,634

 393,282

 Totals

 $
 5,206,442

 $
 3,814,864

 NOTE
6 - LINE OF CREDIT:

 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 ("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.

 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 remain the same.

 F- 17

 NOTES

 NOTE
6 - LINE OF CREDIT (cont'd):

 On
June 28, 2022, we reached an agreement for a new loan modification agreement and credit facility with Webster. The terms of the new
agreement, among other things: (i) provided for a new maturity date of
 June 30, 2024, and (ii) changed the interest rate per annum to SOFR plus 1.75 %
(with such interest rate not to be lower than 3.50 %).
Interest rate at October 31, 2023 was 7.18 %. All other terms of the A&R Loan Agreement and A&R Loan Facility remained the
same. The credit facility is for $ 14,000,000. The unused line of credit as of October 31, 2023 was $ 2,185,219. The collateral
related to the outstanding debt is all assets of the company.

 We
are subject to certain covenants with respect to our line of credit agreement and we were not in compliance with the net profit and non-borrower
affiliate covenants as of October 31, 2022. We requested a waiver from the lender and the waiver was granted and received on March 15,
2023. The lender also extended the due date of the October 31, 2022 financial statements until April 15, 2023. On March 15, 2023, the
A&R Loan Agreement was also modified to, among other things: (i) provide for a requirement for subordination agreements if necessary,
(ii) change the terms of transactions with affiliates from a dollar limitation to allowable in the ordinary course of business, and (iii)
establish a new covenant for a fixed charge coverage ratio.

 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 to tangible net
worth and tangible net 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 agreement. The lender has various defenses that
it can apply against the Company, which includes up to and calling the line of credit. There is no guarantee that the lender will not
issue a waiver or not call the line of credit. The outstanding balance on the Company's lines of credit were $ 9,620,000
and $ 8,314,000 as of October
31, 2023 and October 31, 2022, respectively.

 NOTE
7 - INCOME TAXES:

 The
Company's (benefit) for income taxes in 2023 and 2022 consisted of the following:

OF (BENEFIT) FOR INCOME TAX

 2023

 2022

 Current

 Federal

 $
 -

 $
 -

 State and local

 -

 -

 Total

 -

 -

 Deferred

 Federal

 ( 223,120
)

 ( 933,489
)

 State and local

 ( 45,100
)

 ( 62,304
)

 Total

)

)

 Income tax (benefit)

 $
)

 $
)

 F- 18

 NOTES

 NOTE
7 - INCOME TAXES (cont'd):

 A
reconciliation of the difference between the expected income tax rate using the statutory U.S. federal tax rate and the Company's
effective tax rate is as follows:

OF EFFECTIVE INCOME TAX RATE

 2023

 2022

 (Benefit) from for tax at the federal statutory rate

 $
 ( 231,797
)

 $
 ( 1,175,507
)

 Goodwill impairment

 -

 265,796

 Other permanent differences

 ( 51,500
)

 135,025

 Return to provision

 51,500

 -

 State and local tax, net of federal

 ( 36,423
)

 ( 221,107
)

 (Benefit from) income taxes

 $
)

 $
)

 Effective income tax rate

 %

 %

 The
tax effects of the temporary differences that give rise to the deferred tax assets and liabilities as of October 31, 2023 and 2022 are
as follows:

OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred tax assets:

 Accounts receivable

 $
 34,539

 $
 34,547

 Unrealized loss

 -

 173,058

 Deferred rent

 28,483

 15,643

 Deferred compensation

 28,908

 58,355

 Net operating loss

 1,039,047

 547,570

 Stock-based compensation

 602,107

 602,237

 Inventory

 105,794

 107,298

 Total deferred tax asset

 1,838,878

 1,538,708

 Deferred tax liabilities:

 Intangible assets acquired

 70,021

 70,021

 Unrealized gain

 -

 -

 Buildings, machinery and equipment

 427,450

 395,500

 Total deferred tax liabilities

 497,471

 465,521

 Net deferred tax asset

 $
 1,341,407

 $
 1,073,187

 A
valuation allowance was not provided at October 31, 2023 or 2022. In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax
planning strategies in making this assessment.

 F- 19

 NOTES

 NOTE
7 - INCOME TAXES (cont'd):

 Based
upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets
are expected to be deductible, management believes it is more likely than not the Company will realize the benefits of these deductible
differences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future
taxable income are reduced.

 As
of October 31, 2023 and 2022, the Company did no t have any unrecognized tax benefits or open tax positions. The Company's practice
is to recognize interest and/or penalties related to income tax matters in income tax expense. As of October 31, 2023 and 2022, the Company
had no accrued interest or penalties related to income taxes. The Company currently has no federal or state tax examinations in progress.

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

 As
of October 31, 2023, and 2022, the Company had cumulative net operating loss carryforwards of approximately $ 3,641,178 and $ 2,281,518
 respectively, $ 213,704
 of which begin to expire in 2038 and $ 3,427,474
of the net operating loss carryforwards that do not expire. In accordance with Section 382 of the Internal Revenue code, the usage of
$ 213,704
 of the Company's net operating loss carryforwards is subject to an annual limitation of $ 60,469,
the remaining operating loss carryforwards of $ 3,427,474
 have no such limitations. These net operating loss carryforwards may be further limited in the event of a change in ownership.

 NOTE
8 - COMMITMENTS AND CONTINGENCIES:

 CLASS
ACTION COMPLAINT

 The
Company was named as a defendant in a putative class action lawsuit filed in the United States District Court for the Northern District
of Illinois (the "Court") on or about December 21, 2020. The plaintiffs, Eileen Brodsky and Rhonda Diamond, purported to
represent a class of individuals who purchased coffee products at Aldi, Inc. ("Aldi"), a supermarket chain, generally allege
that Aldi sold private label coffee products manufactured by the Company and by Pan American Coffee Co., LLC ("Pan American"),
which falsely described the number of cups of coffee that could be made from the amount of product purchased. Aldi and Pan American were
also named as defendants in the action. The complaint asserted a variety of claims under New York and California consumer protection
laws, and sought unspecified monetary damages, including disgorgement and restitution, as well as other forms of relief including class
certification, declaratory and injunctive relief, attorneys' fees, and interest. On September 28, 2021, the Court entered an order
granting the Company's motion to dismiss with prejudice (the "Dismissal Order"). In the Dismissal Order, the Court
stated that no reasonable coffee drinker would be deceived by the Company's packaging. The plaintiffs filed an appeal with the
7 th Circuit Court of Appeals (the "Appeal"). After the Appeal was filed, the Company and the plaintiffs'
settled the matter during mediation in late January 2022 and the Appeal was dismissed.

 A significant customer of the Company was named as a defendant in a putative
class action lawsuit filed in the United States District Court for the District of Massachusetts (the "Massachusetts District Court")
on or about February 2, 2021, concerning the labeling on private label coffee productions the Company sold to the customer.

 F- 20

 NOTES

 NOTE
8 - COMMITMENTS AND CONTINGENCIES (cont'd):

 The
plaintiff, David Cohen, purporting to represent a class of individuals who purchased coffee products from our customer, generally allege
that the customer sold private label coffee products manufactured by the Company which falsely described the number of cups of coffee
that could be made from the amount of product purchased. The Company is not named as a defendant in the action, but has agreed to indemnify
the customer for the costs and expenses incurred in defending the lawsuit and for any liability the customer may suffer as a result.
The complaint asserts a variety of claims under Massachusetts consumer protection laws, and seeks unspecified monetary damages as well
as other forms of relief including class certification, declaratory and injunctive relief, attorneys' fees, and interest. The Company
believes the allegations in the complaint are wholly without merit and that the claims asserted are legally deficient, and intends to
vigorously support the customer in defending the action. On February 28, 2022, the Company and the plaintiff, in his individual capacity
and not on behalf of a presumptive class, resolved the matter in principle and have reported the agreement in principle to the Massachusetts
District Court. After the end of the period, the parties finalized the details of a settlement agreement. The final settlement amount
was immaterial to the Company's operations and results of operations.

 The
Company has a 401(k) Retirement Plan, which covers all the full time employees who have completed one year of service and have reached
their 21 st birthday. The Company matches 100% of the aggregate salary reduction contribution up to the first 3% of compensation
and 50% of aggregate contribution of the next 2% of compensation.
Contributions to the plan aggregated $ 80,994 and $ 75,004 for the years ended October 31, 2023 and 2022, respectively.

 NOTE
9 - LEASES:

 The
following summarizes the Company's operating leases:

OF OPERATING LEASES

 2023

 2022

 Right-of-use operating lease assets

 $
 2,696,159

 $
 2,871,773

 Current lease liability

 255,625

 220,734

 Non-current lease liability

 2,974,579

 3,136,006

 Total lease liability

 $
 3,230,204

 $
 3,356,740

 The
amortization of the right-of-use asset for the years ended October 31, 2023 and 2022 was $ 322,030 and $ 674,013, respectively.

 Weighted average remaining lease term

 10.0

 Weighted average discount rate

 4.9
 %

 F- 21

 NOTES

 NOTE
9 – LEASES (cont'd):

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

OF MATURITY LEASE LIABILITY

 2024

 $
 770,429

 2025

 393,668

 2026

 376,683

 2027

 367,788

 2028

 305,648

 Thereafter

 2,027,652

 Total lease payments

 $
 4,241,868

 Less: imputed interest

 ( 1,011,664
)

 Present value of operating lease liabilities

 $
 3,230,204

 The
aggregate cash payments under these leasing agreements was $ 429,027 and $ 426,271 for the years ended October 31, 2023 and 2022, respectively.

 In
December 2022, the Company extended its lease at its subsidiary Sonofresco in Washington through December 2023. As a result, on the date
of the modification the Company increased its right-of-use asset and lease liability by $ 40,797 as of January 31, 2023.

 In
March 2023, the Company extended its lease at its subsidiary Organics Products Trading Company in Washington through March 2026. As a
result, on the date of the modification the Company increased its right-of-use asset and lease liability by $ 105,619 as of April 30,
2023

 NOTE
10 - RELATED PARTY TRANSACTIONS:

 The
Company has engaged its 40 % partner in Generation Coffee Company, LLC as an outside contractor (the "Partner"). Included
in contract labor expense, which is a component of cost of sales, are expenses incurred from the Partner during the years ended October
31, 2023 and 2022 of $ 210,961 and $ 285,696, 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 CEO. The deferred compensation payable represents the liability due to
this employee of the Company upon his retirement. The deferred compensation liability at October 31, 2023 and 2022 was $ 120,523 and $ 243,238,
respectively. Deferred compensation expenses included in officers' salaries were $ 0 during the years ended October 31, 2023 and
2022, respectively as no amounts were contributed to this plan during the years ended October 31, 2023 and 2022.

 NOTE
11 - STOCKHOLDERS' EQUITY:

 a.

 Treasury
 Stock. The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined under
 the last-in, first-out method. The Company did not purchase any shares during the years ended October 31, 2023 and 2022.

 b.

 Stock
 Options. The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the "2013 Plan"), and on April
 19, 2019, has granted 1,000,000 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise
 price of $ 5.43. Options granted under the 2013 Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by
 the Administrator at the time of grant. No options were granted, forfeited or expired during the years ended October 31, 2023 and
 2022. As of October 31, 2023 and October 31, 2022, 1,000,000 were exercisable, respectively.

 The
Company recorded $ 0 and $ 405,821 of stock-based compensation during the years ended October 31, 2023 and 2022, respectively. Stock compensation
was fully recognized during the year ended October 31, 2022.

 F- 22