Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
 
Commission File Number: 001-32491
 
(Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D
  o Form N-SAR o Form N-CSR
 
For Period Ended: October 31, 2007    
 
o Transition Report on Form 10-K   o Transition Report on Form 10-Q
o Transition Report on Form 20-F   o Transition Report on Form N-SAR
o Transition Report on Form 11-K    
For the Transition Period Ended:    
 
Read Instruction (on back page) 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: _______________________.
 
PART I. REGISTRANT INFORMATION
 
Full name of registrant Coffee Holding Co., Inc. 
Former name if applicable, ____________________
Address of principal executive office (Street and number) 4401 First Avenue
City, State and Zip Code Brooklyn, New York 11232-0005
 
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 box if appropriate.)
 
  (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, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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 Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or 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 finalize the financial statements for its Annual Report on Form 10-K, due to the unavailability of financial information from the Registrant’s former joint venture, Café La Rica. These delays could not be eliminated by the Registrant without unreasonable effort or expense.
 
As a result of the foregoing unusual circumstances and in the interest of full and accurate disclosure and to avoid incurring unreasonable effort or expense, the Registrant requires additional time to prepare its Form 10-K filing. The Registrant represents that the filing will be made no later than the 15th calendar day following the prescribed due date.
 
PART IV. OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this notification:
 
Andrew Gordon,        
President, Chief Executive Officer and Chief Financial Officer  
(718)
 
832-0800
(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).
 
Yes  No o
 
(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 No x
 
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. 

(Name of Registrant as specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: January 29, 2008   By: /s/David Gordon
        David Gordon
      Senior Vice President - Operations and Secretary