8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 10, 2006

COFFEE HOLDING CO., INC.

(Exact name of registrant as specified in its charter)

Nevada	001-32491	11-2238111
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4401 First Avenue, Brooklyn, New York	11232-0005
(Address of principal executive offices)	(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On March 15, 2006, Coffee Holding Co., Inc. (“Coffee Holding”) announced its earnings for the first quarter ended January 31, 2006. A copy of the press release describing the earnings is attached as exhibit 99.1 hereto.

Item 8.01Other Items.

On March 10, 2006, Coffee Holding entered into a joint venture with Coffee Bean Trading-Roasting LLC (“Coffee Bean Trading-Roasting”) and formed Café La Rica, LLC, a Delaware limited liability company (the “Joint Venture”). The Joint Venture will engage in the roasting, packaging and sale of the Café La Rica brand coffee and other coffee products from a new location in Miami, Florida.

Coffee Holding and Coffee Bean Trading-Roasting will each own 50% of the Joint Venture. All profits earned by the Joint Venture will be divided evenly among Coffee Holding and Coffee Bean Trading-Roasting within ninety (90) days of the end of the Joint Venture’s fiscal year, which ends on October 31^st of each calendar year. Coffee Holding will be the exclusive supplier of coffee inventory for the Joint Venture.

Coffee Holding will initially contribute roasting equipment and $250,000 in cash, which will be used for general business purposes, to the Joint Venture. Coffee Bean Trading-Roasting will initially contribute equipment, coffee inventory and packaging materials and will also grant an exclusive license to use the Café La Rica trademark to the Joint Venture.

The Joint Venture may be terminated by the mutual agreement of Coffee Holding and Coffee Bean Trading-Roasting (each a “Party” and together, the “Parties”), in the event of a non-cured breach of the Joint Venture’s operating agreement by one of the Parties, in the event of bankruptcy of one of the Parties, or in the event of a dispute among the Parties that is unable to be resolved through the dispute resolution mechanisms set forth in the operating agreement. Upon the termination of the Joint Venture, after the payment to all creditors, each Party will receive the assets such Party originally contributed to the Joint Venture, and the remainder of the Joint Venture’s assets will be distributed in proportion to each Parties’ respective percentage membership interest.

Coffee Holding has agreed to provide certain services to the Joint Venture, such as administrative and payroll services, participation by the Joint Venture’s employees in Coffee Holding’s employee benefit plans and payment of slotting fees. Coffee Holding and the Joint Venture have entered into an expense sharing agreement pursuant to which Coffee Holding will be reimbursed for such services.

Coffee Holding has entered into a trademark licensing agreement with the Joint Venture, granting the Joint Venture a royalty-free license to use Coffee Holding’s Café Caribe trademark on coffee, coffee-flavored foods and beverages and related services in the State of Florida and such other areas as the Joint Venture and Coffee Holding may agree. Coffee Bean Trading-Roasting has also entered into a trademark licensing agreement with the Joint Venture, whereby Coffee Bean Trading-Roasting has granted the Joint Venture a royalty-free license for the use the Café La Rica name as part of its corporate name worldwide and the Café La Rica trademark on coffee, coffee-flavored foods and beverages and related services in the United States, and such other territories as the Joint Venture and Coffee Bean Trading-Roasting may agree.

A copy of the press release announcing the Joint Venture is attached as exhibit 99.2 hereto.

Item 9.01Financial Statements and Exhibits.

(d)The following exhibits are furnished with this report:

Exhibit No.Description

99.1Coffee Holding Co., Inc. press release dated March 15, 2006

99.2Coffee Holding Co., Inc. press release dated March 14, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 16, 2006	COFFEE HOLDING CO., INC.
	By:	/s/ Andrew Gordon
		Name: Andrew Gordon
		Title:President and Chief ExecutiveOfficer

EXHIBIT INDEX

Exhibit No.Description

99.1Coffee Holding Co., Inc. press release dated March 15, 2006

99.2Coffee Holding Co., Inc. press release dated March 14, 2006

EX-99.1

FOR IMMEDIATE RELEASE

Contact: Andrew Gordon, President & CEO

Telephone: (718) 832-0800

Coffee Holding Co., Inc. Reports First Quarter Earnings

BROOKLYN, New York - March 15, 2006. Coffee Holding Co., Inc. (AMEX:JVA) today announced its operating results for the first quarter ended January 31, 2006. In this release, the Company:

ŸReports sales growth of 71.8% for the quarter;

ŸAnnounces an increase in net income of 29.2% for the quarter; and

ŸReports net income of $0.09 per share for the quarter.

Net income increased $117,000, or 29.2%, to $520,000 or $0.09 per share, for the quarter ended January 31, 2006 compared to $402,000, or $0.10 per share, for the quarter ended January 31, 2005. The increase in net income reflects an increase in net sales, partially offset by an increase in cost of sales. Net sales increased by $5.8 million, or 71.8%, to $13.8 million for the quarter compared to $8.1 million for the quarter ended January 31, 2005. The increase in net sales primarily reflects increased sales of green coffee.

The decrease in earnings per share for the quarter ended January 31, 2006 compared to the quarter ended January 31, 2005 was attributable to the Company’s initial public offering in May 2005. During the three months ended January 31, 2006, there were 1,620,000, or 40.5%, more shares of common stock outstanding than during the three months ended January 31, 2005. If the number of outstanding shares of common stock had remained constant, the Company’s basic and diluted earnings per share would have been $.13 per share for the quarter.

“We are pleased with the results for the quarter. We continue to show strength on our revenue line and our operations have remained profitable during a period of extreme volatility in the coffee market (prices). More importantly, we experienced expansion in all three core segments of our business as our green coffee sales and roasted product sales were substantially higher year over year,” said Andrew Gordon, President and Chief Executive Officer.

About Coffee Holding

Coffee Holding is a leading 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. Coffee Holding has been a family operated business for three generations and has remained profitable through varying cycles in the coffee industry and the economy. The Company's private label and branded coffee products are sold through the United States, Canada and abroad to supermarkets, wholesalers, and individually owned and multi unit retail customers.

Any statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions, and other factors discussed from time to time in the Company’s Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.

COFFEE HOLDING CO., INC.

CONDENSED BALANCE SHEETS

JANUARY 31, 2006 AND OCTOBER 31, 2005

	January 31, 2006		October 31, 2005
	(unaudited)
- ASSETS -
CURRENT ASSETS:
Cash	$	1,845,600	$	735,468
Due from broker		2,672,863		2,994,394
Accounts receivable, net of allowance for doubtful accounts of $420,349 for 2006 and 2005		4,404,636		5,159,576
Inventories		3,456,891		4,496,578
Prepaid expenses and other current assets		314,923		284,170
Deferred tax asset		269,600		318,600
TOTAL CURRENT ASSETS		12,964,513		13,988,786
Property and equipment, at cost, net of accumulated depreciation of $3,840,341 and $3,727,524 for 2006 and 2005, respectively		2,341,331		2,379,952
Deposits and other assets		210,556		176,575
TOTAL ASSETS	$	15,516,400	$	16,545,313
- LIABILITIES AND STOCKHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,392,866	$	4,431,577
Current portion of obligations under capital lease		-		1,329
Line of credit borrowings		471,125		1,063,167
Income taxes payable - current		288,114		218,864
TOTAL CURRENT LIABILITIES		4,152,105		5,714,937
Income taxes payable - deferred		34,000		53,700
Deferred compensation payable		169,035		135,054
TOTAL LIABILITIES		4,355,140		5,903,691
COMMITMENTS AND CONTINGENCIES
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, 5,529,830 shares issued and outstanding for 2006 and 2005		5,530		5,530
Additional paid-in capital		7,327,023		7,327,023
Retained earnings		3,828,707		3,309,069
TOTAL STOCKHOLDERS' EQUITY		11,161,260		10,641,622
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,516,400	$	16,545,313

COFFEE HOLDING CO., INC.

CONDENSED STATEMENTS OF INCOME

THREE MONTHS ENDED JANUARY 31, 2006 AND 2005

(Unaudited)

	2006			2005
NET SALES	$	13,844,845		$	8,060,280
COST OF SALES		11,519,402			5,988,013
GROSS PROFIT		2,325,443			2,072,267
OPERATING EXPENSES:
Selling and administrative		1,282,837			1,268,065
Officers' salaries		135,975			127,321
TOTALS		1,418,812			1,395,386
INCOME FROM OPERATIONS		906,631			676,881
OTHER INCOME (EXPENSE)
Interest income		30,566			3,270
Interest expense		(15,459	)		(26,470	)
		15,107			(23,200	)
INCOME BEFORE INCOME TAXES		921,738			653,681
Provision for income taxes		402,100			251,400
NET INCOME	$	519,638		$	402,281
Basic and diluted earnings per share	$	.09		$	.10
Weighted average common shares outstanding:
Basic		5,529,830			3,999,650
Diluted		5,593,250			3,999,650

COFFEE HOLDING CO., INC.

CONDENSED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED JANUARY 31, 2006 AND 2005

(Unaudited)

	2006			2005
OPERATING ACTIVITIES:
Net income	$	519,638		$	402,281
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		112,817			105,000
Deferred taxes		29,300			(40,600	)
Changes in operating assets and liabilities:
Due from broker		321,531			(66,251	)
Accounts receivable		754,940			924,301
Inventories		1,039,687			(728,721	)
Prepaid expenses and other assets		(64,734	)		26,982
Accounts payable and accrued expenses		(1,038,711	)		(1,576,078	)
Deferred compensation payable		33,981			-
Income taxes payable		69,250			35,500
Net cash provided by (used in) operating activities		1,777,699			(917,586	)
INVESTING ACTIVITIES:
Purchases of property and equipment		(74,196	)		(14,402	)
Deposits and other assets		-			(8,025	)
Net cash (used in) investing activities		(74,196	)		(22,427	)
FINANCING ACTIVITIES:
Principal payments on term loan		-			(252,000	)
Advances under bank line of credit		10,317,070			3,480,045
Principal payments under bank line of credit		(10,909,112	)		(2,685,045	)
Principal payments of obligations under capital leases		(1,329	)		(38,657	)
Net cash (used in) provided by financing activities		(593,371	)		504,343
NET INCREASE (DECREASE) IN CASH		1,110,132			(435,670	)
Cash, beginning of year		735,468			642,145
CASH, END OF PERIOD	$	1,845,600		$	206,475
SUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA:
Interest paid	$	13,176		$	32,366
Income taxes paid	$	299,321		$	256,500

EX-99.2

FOR IMMEDIATE RELEASE

Contact: Andrew Gordon, President & CEO

Telephone: (718) 832-0800

Coffee Holding Co., Inc. Announces Formation of Joint Venture

BROOKLYN, New York — March 14, 2006. Coffee Holding Co., Inc. (AMEX:JVA) today announced that it has entered into a joint venture with Coffee Bean Trading-Roasting LLC. Pursuant to the terms of the joint venture, Café La Rica, LLC, a Delaware limited liability company (the “Joint Venture”), will engage in the roasting, packaging and sale of the Café La Rica brand coffee and other coffee products from its new location in Miami, FL. Coffee Holding and Coffee Bean Trading-Roasting will each own 50% of the Joint Venture. All profits earned by the Joint Venture will be divided evenly among Coffee Holding and Coffee Bean Trading-Roasting. Coffee Holding will be the exclusive supplier of coffee inventory for the Joint Venture.

“We are excited about the opportunity to develop a business with a company so well established in the Florida market. We are adding another coffee brand targeting Hispanic consumers, Café La Rica, to our existing portfolio of Café Caribe and Café Supremo, giving us three coffee brands targeted at Hispanic consumers with a national presence. Café La Rica is widely distributed by both large and small retailers, including WalMart and Publix, throughout the state of Florida. By adding these key retailers, we are adding new distribution to customers with whom we do not currently do business,” said Andrew Gordon, President and Chief Executive Officer of Coffee Holding.

“By operating a new production facility in Florida through the Joint Venture, we believe that we will be able to service the Southeastern U.S. markets more effectively and will be in an excellent position to gain market share in the Florida food service market. Most importantly, the operation of a new facility in Florida will accelerate the significant growth opportunities that the state of Florida has for our Hispanic-targeted brands.”

“We believe that the Joint Venture will be accretive to both the top and bottom line,” Mr. Gordon added.

About Coffee Holding Co.

Coffee Holding is a leading 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. Coffee Holding has been a family operated business for three generations and has remained profitable through varying cycles in the coffee industry and the economy. Coffee Holding’s private label and branded coffee products are sold through the United States, Canada and abroad to supermarkets, wholesalers, and individually owned and multi unit retail customers.

Any statements that are not historical facts contained in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, the results of financing efforts, the ability to complete transactions, and other factors discussed from time to time in Coffee Holding’s Securities and Exchange Commission filings. Coffee Holding undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.