SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                            Commission File Number: 333-00588-NY

                           NOTIFICATION OF LATE FILING

      (Check One):  [x] Form 10-K  [ ] Form 11-K  [ ] Form 10-Q  [ ] Form N-SAR

For Period Ended: October 31, 2002
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[ ] Transition Report on Form 10-K         [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F         [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
                                 -----------------------------------------------

      Read attached  instruction  sheet before  preparing form.  Please print or
type.

      Nothing in this form shall be construed to imply that the  Commission  has
verified any information contained herein.

      If the  notification  relates to a portion of the  filing  checked  above,
identify the Item(s) to which the  notification  relates:  Annual Report on Form
10-KSB.

                         PART I. REGISTRANT INFORMATION

Full name of registrant Coffee Holding Co., Inc.
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Former name if applicable,
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Address of principal executive office (Street and number) 4401 First Avenue
                                                          ----------------------
City, State and Zip Code Brooklyn, NY 11232-0005
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                        PART II. RULE 12b-25 (b) AND (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

[X]   (a) The reasons  described in  reasonable  detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;

[X]   (b) The subject annual report,  semi-annual  report,  transition report on
      Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will be filed on
      or before the 15th calendar day following the  prescribed due date; or the
      subject  quarterly  report or  transition  report on Form 10-Q, or portion
      thereof will be filed on or before the fifth  calendar day  following  the
      prescribed due date; and

[ ]   (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
      has been attached if applicable.




                               PART III. NARRATIVE

      State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or transition  report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

      The  Registrant  has  encountered  unanticipated  delays in compiling  the
financial information necessary to complete the audited financial statements for
its Annual Report on Form 10-KSB.

      As a result of the foregoing unusual  circumstances and in the interest of
full and accurate  disclosure to the Commission and to current  stockholders and
to avoid  incurring  unreasonable  effort or expense,  the  Registrant  requires
additional  time to prepare its Form 10-KSB filing.  The Registrant  anticipates
that the filing will be made as required under Rule 12b-25(b)(2)(ii).

                           PART IV. OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification



      Andrew Gordon, President and Chief Executive Officer      (718)        832-0800
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      (Name)                                                (Area code) (Telephone number)


(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                                  [X] Yes [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                                                  [ ] Yes [X] No

      If so: attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.




                            Coffee Holding Co., Inc.
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                  (Name of Registrant as specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

                                       COFFEE HOLDING CO., INC.

Date: January 28, 2003                 By: /s/ Andrew Gordon
      ----------------                     -------------------------------------
                                           Andrew Gordon
                                           President and Chief Executive Officer

      INSTRUCTION:  The  form  may be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

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                                    ATTENTION
            Intentional misstatements or omissions of fact constitute
               Federal Criminal Violations (See 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

1.    This form is required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed  copies of this form and amendments
      thereto  must be  completed  and filed with the  Securities  and  Exchange
      Commission,  Washington,  D.C.  20549,  in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information  contained in
      or filed  with the form  will be made a matter  of  public  record  in the
      Commission files.

3.    A manually  signed copy of the form and amendments  thereto shall be filed
      with each national securities exchange on which any class of securities of
      the registrant is registered.

4.    Amendments to the notifications must also be filed on form 12b-25 but need
      not restate information that has been correctly furnished.  The form shall
      be clearly identified as an amended notification.

5.    Electronic Filers. This form shall not be used by electronic filers unable
      to timely  file a report  solely due to  electronic  difficulties.  Filers
      unable  to  submit  a report  within  the time  period  prescribed  due to
      difficulties  in  electronic  filing should comply with either Rule 201 or
      Rule 202 of Regulation  S-T  (ss.232.201 or ss.232.202 of this chapter) or
      apply  for an  adjustment  in  filing  date  pursuant  to  Rule  13(b)  of
      Regulation S-T (ss.232.13(b) of this chapter).