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 15, 2010

COFFEE HOLDING CO., INC.

(Exact name of registrant as specified in its charter)

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

3475 Victory Boulevard, Staten Island, NY  10314

(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(d)           On March 15, 2010, Coffee Holding Co., Inc. (the “Company”) filed a Form 25 delisting its common stock, par value $.001 per share (the “Common Stock”), from the American Stock Exchange (“AMEX”) and filed a Form 8-A listing its Common Stock on the NASDAQ Capital Market (“NASDAQ”).  The Company previously notified AMEX on March 3, 2010 of its intent to delist its Common Stock from AMEX effective as of the close of trading on March 15, 2010, and its intent to list its common stock on NASDAQ effective as of March 16, 2010.

Item 8.01            Other Events.

On March 3, 2010, the Company issued a press release announcing its intent to delist its common stock from AMEX as of the close of trading on March 15, 2010 and its intent to list its common stock on NASDAQ as of March 16, 2010.  A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press release dated March 3, 2010.

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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.

		COFFEE HOLDING CO., INC.
	By:	/s/ Andrew Gordon
		Andrew Gordon
		President and Chief Executive Officer
Dated:  March 15, 2010

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated March 3, 2010.

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EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:  Andrew Gordon, President & Chief Executive Officer

Telephone:  (718) 832-0800

Coffee Holding Co., Inc. Switches to The NASDAQ Stock Market

STATEN ISLAND, New York – March 3, 2010.  Coffee Holding Co., Inc. (“Coffee Holding”) today announced that its board of directors has approved the decision to switch the listing of its common stock from the American Stock Exchange (“AMEX”) to the NASDAQ Stock Market LLC (“NASDAQ”).  Effective as of the close of trading on March 15, 2010, Coffee Holding anticipates it will cease trading on AMEX.  Upon the open of trading on March 16, 2010, Coffee Holding anticipates its shares will commence trading on NASDAQ under the symbol “JVA.”

“This decision was reached after careful consideration of capital market alternatives and analysis of the electronic market model, which provides added visibility to the investing community,” said Andrew Gordon, President & Chief Executive Officer of Coffee Holding.   “We believe that NASDAQ’s electronic multiple market marker structure will provide our company with enhanced exposure and liquidity, while at the same time providing investors with the best prices, the fastest execution, and lowest cost per trade.  As the world’s largest electronic stock market, NASDAQ promotes innovation and attracts leading growth companies from a diverse group of sectors.  We are proud to be a part of The NASDAQ Stock Market.”

NASDAQ is the largest U.S. electronic stock market, hosting approximately 3,200 companies, more than any other U.S. stock market.  And, on average, its systems trade more shares per day than any other U.S. stock market.  NASDAQ is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology.  NASDAQ is the primary market for trading NASDAQ-listed stocks.  For more information about NASDAQ, visit the NASDAQ website at https://www.nasdaq.com.

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 throughout 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 Securit ies 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.

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