{"url_path":"/sec/jva/10-k/2026/item-16","section_key":"item-16","section_title":"Item 16 FORM 10-K SUMMARY**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-01-28","source_url":"https://www.sec.gov/Archives/edgar/data/1007019/0001493152-26-004052-index.html","accession_number":"0001493152-26-004052","cik":"0001007019","ticker":"JVA","issuer_name":"COFFEE HOLDING CO INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1007019/0001493152-26-004052-index.html","primary_entity_key":"0001007019","primary_entity_name":"COFFEE HOLDING CO INC"},"word_count":8613,"has_tables":true,"body_markdown":"**ITEM\n16. FORM 10-K SUMMARY**\n\n \n\nNone.\n\n \n\n40\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed\non its behalf by the undersigned, thereunto duly authorized on January 28, 2026.\n\n \n\n**COFFEE\nHOLDING CO., INC.**\n \n\n \n \n \n\nBy:\n\n*/s/\nAndrew Gordon*\n \n\n \nAndrew\nGordon\n \n\n \nPresident,\nChief Executive Officer\n \n\n \n\nPursuant\nto the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in\nthe capacities and on the dates indicated.\n\n \n\nSignature\n \nTitle\n \nDate\n\n \n \n \n \n \n\n*/s/\nAndrew Gordon*\n \nPresident,\nChief Executive Officer, Chief Financial Officer, Treasurer and Director\n \nJanuary\n28, 2026\n\nAndrew\nGordon\n \n(principal\nexecutive officer and principal financial and accounting officer)\n \n \n\n \n \n \n \n \n\n*/s/\nDavid Gordon*\n \nExecutive\nVice President – Operations, Secretary and Director\n \nJanuary\n28, 2026\n\nDavid\nGordon\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nGerard DeCapua*\n \nDirector\n \nJanuary\n28, 2026\n\nGerard\nDeCapua\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nDaniel Dwyer*\n \nDirector\n \nJanuary\n28, 2026\n\nDaniel\nDwyer\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nBarry Knepper*\n \nDirector\n \nJanuary\n28, 2026\n\nBarry\nKnepper\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nJohn Rotelli*\n \nDirector\n \nJanuary\n28, 2026\n\nJohn\nRotelli\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nGeorge Thomas*\n \nDirector\n \nJanuary\n28, 2026\n\nGeorge\nThomas\n \n \n \n \n\n \n\n41\n\n \n\n** **\n\n**COFFEE\nHOLDING CO., INC. AND SUBSIDIARIES**\n\n**INDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n****\n\n** **\n\n \n \nPAGE\n\nFINANCIAL\nSTATEMENTS:\n \n \n\n \n \n \n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#bs_030) – CBIZ CPA’S P.C. (PCAOB Number 199)\n \nF-2\n\n \n \n \n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#bs_036) – MARCUM LLP (PCAOB Number 688)\n \nF-3\n\n \n \n \n\n[CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2025 AND 2024](#bs_031)\n \nF-4\n\n \n \n \n\n[CONSOLIDATED STATEMENTS OF OPERATIONS - YEARS ENDED OCTOBER 31, 2025 AND 2024](#bs_032)\n \nF-5\n\n \n \n \n\n[CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - YEARS ENDED OCTOBER 31, 2025 AND 2024](#bs_033)\n \nF-6\n\n \n \n \n\n[CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED OCTOBER 31, 2025 AND 20234](#bs_034)\n \nF-7\n\n \n \n \n\n[NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#bs_035)\n \nF-8\n\n****\n\n****\n\n****\n\n \n\nF-1\n\n \n\n \n\n**REPORT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n \n\n****\n\nTo\nthe Stockholders and Board of Directors of\n\nCoffee\nHolding Co., Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheet of Coffee Holding Co., Inc. (the “Company”) as of October 31, 2025,\nthe related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended October 31,\n2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit,\nthe financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2025, and\nthe results of its operations and its cash flows for the year ended October 31, 2025, in conformity with accounting principles generally\naccepted in the United States of America.\n\n \n\n**Basis\nfor Opinion**\n\n** **\n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n/s/\nCBIZ CPAs P.C.\n\n \n\n**CBIZ\nCPAs P.C.**\n\n** **\n\nWe\nhave served as the Company’s auditor since 2013 to 2021 and subsequently reappointed in 2022 (such date takes into account the\nacquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).\n\n** **\n\nNew\nYork, NY\n\nJanuary\n28, 2026\n\n \n\nF-2\n\n \n\n \n\n**Report\nof Independent Registered Public Accounting Firm**\n\n****\n\n** **\n\nTo\nthe Stockholders and Board of Directors of\n\nCoffee\nHolding Co., Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheet of Coffee Holding Co., Inc. (the “Company”) as of October 31, 2024,\nthe related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended October 31,\n2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit,\nthe financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024, and\nthe results of its operations and its cash flows for the year ended October 31, 2024, in conformity with accounting principles generally\naccepted in the United States of America.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides\na reasonable basis for our opinion.\n\n \n\n/s/\nMarcum LLP\n\n \n\n**Marcum\nLLP**\n\n \n\nWe\nhave served as the Company’s auditor since 2013 to 2021 and subsequently reappointed in 2022 through February 2025.\n\n** **\n\nNew\nYork, NY\n\nJanuary\n31, 2025\n\n** **\n\nF-3\n\n \n\n** **\n\n****\n\n**COFFEE\nHOLDING CO., INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**OCTOBER\n31, 2025 AND 2024**\n\n \n\n  \n2025  \n2024 \n\nASSETS \n    \n   \n\nCURRENT ASSETS: \n    \n   \n\nCash and cash equivalents \n$701,872  \n$1,381,023 \n\nAccounts receivable, net of allowances of $313,000 and $144,000 for 2025 and 2024 \n 12,093,251  \n 9,367,338 \n\nInventories \n 20,446,481  \n 15,705,984 \n\nDue from broker \n 1,424,036  \n 1,466,059 \n\nPrepaid expenses and other current assets \n 594,360  \n 167,207 \n\nPrepaid and refundable income taxes \n 180,916  \n 285,439 \n\nTOTAL CURRENT ASSETS \n 35,440,916  \n 28,373,050 \n\n  \n    \n   \n\nBuilding, machinery, and equipment, net \n 3,463,072  \n 3,221,865 \n\nCustomer list and relationships, net of accumulated amortization of **$316,250** and $285,750 for 2025 and 2024, respectively \n 123,750  \n 154,250 \n\nTrademarks and tradenames \n 327,000  \n 327,000 \n\nEquity method investments \n 39,651  \n 39,651 \n\nRight of use asset \n 2,084,175  \n 1,166,537 \n\nDeferred income tax assets - net \n 229,899  \n 592,398 \n\nDeposits and other assets \n 339,909  \n 135,937 \n\nTOTAL ASSETS \n$42,048,372  \n$34,010,688 \n\n  \n    \n   \n\nLIABILITIES AND STOCKHOLDERS’ EQUITY \n    \n   \n\nCURRENT LIABILITIES: \n    \n   \n\nAccounts payable and accrued expenses \n$5,641,836  \n$5,743,899 \n\nLine of credit \n 6,050,000  \n - \n\nDue to broker \n 303,813  \n 794,804 \n\nLease liabilities - current portion \n 811,975  \n 307,364 \n\nTOTAL CURRENT LIABILITIES \n 12,807,624  \n 6,846,067 \n\n  \n    \n   \n\nLease liabilities - long term \n 1,530,096  \n 865,668 \n\nDeferred compensation payable \n 129,646  \n 121,386 \n\nTOTAL LIABILITIES \n 14,467,366  \n 7,833,121 \n\n  \n    \n   \n\nCommitments and Contingencies (Note 9) \n    \n - \n\n  \n    \n   \n\nSTOCKHOLDERS’ EQUITY: \n    \n   \n\nCoffee Holding Co., Inc. stockholders’ equity: \n    \n   \n\nPreferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued \n -  \n$- \n\nCommon stock, par value $.001 per share; 30,000,000 shares authorized, 6,633,930 shares issued for 2024 and 2023; 5,708,599 shares outstanding for 2025 and 2024 \n 6,634  \n 6,634 \n\nAdditional paid in capital \n 19,094,618  \n 19,094,618 \n\nRetained earnings \n 13,113,314  \n 11,709,875 \n\nLess: common stock held in treasury, at cost; 925,331 shares for 2025 and 2024 \n (4,633,560) \n (4,633,560)\n\nTOTAL STOCKHOLDERS’ EQUITY \n$27,581,006  \n$26,177,567 \n\nTOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY \n$42,048,372  \n$34,010,688 \n\n \n\nSee\nNotes to Consolidated Financial Statements\n\n \n\nF-4\n\n \n\n \n\n**COFFEE\nHOLDING CO., INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS**\n\n**YEARS\nENDED OCTOBER 31, 2025 AND 2024**\n\n \n\n  \n2025  \n2024 \n\nNET SALES \n 96,283,547  \n 78,562,298 \n\nCOST OF SALES \n 80,868,881  \n 62,520,529 \n\nGROSS PROFIT \n$15,414,666  \n 16,041,769 \n\n  \n    \n   \n\nOPERATING EXPENSES: \n    \n   \n\nSelling and administrative \n 12,418,640  \n 12,457,268 \n\nOfficers’ salaries \n 843,666  \n 620,943 \n\nTOTAL \n 13,262,306  \n 13,078,211 \n\n  \n    \n   \n\nINCOME FROM OPERATIONS \n 2,152,360  \n 2,963,558 \n\n  \n    \n   \n\nOTHER INCOME (EXPENSE): \n    \n   \n\nInterest income \n 20  \n 34,430 \n\nGain on extinguishment of lease \n -  \n 210,567 \n\nOther income \n 10,000  \n 99,734 \n\nInterest expense \n (241,252) \n (240,390)\n\nTOTAL \n (231,232) \n 104,341 \n\nINCOME BEFORE INCOME TAX \n 1,921,128  \n 3,067,899 \n\n  \n    \n   \n\nIncome Tax Provision \n 517,689  \n 849,885 \n\nNET INCOME \n 1,403,439  \n 2,218,014 \n\n  \n    \n   \n\nBasic and diluted income per share \n 0.25  \n 0.39 \n\nWeighted average common shares outstanding: \n    \n   \n\nBasic and diluted \n 5,708,599  \n 5,708,599 \n\n \n\nSee\nNotes to Consolidated Financial Statements\n\n \n\nF-5\n\n \n\n \n\n**COFFEE\nHOLDING CO., INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY**\n\n**YEARS\nENDED OCTOBER 31, 2025 AND 2024**\n\n \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nEarnings  \nInterest  \nTotal \n\n  \nCommon Stock  \nTreasury Stock  \n**Additional Paid-in**  \n**Retained**  \n**Non-controlling**  \n  \n\n  \nShares  \nAmount  \nShares  \nAmount  \nCapital  \nEarnings  \nInterest  \nTotal \n\nBalance October 31, 2023 \n 5,708,599  \n 6,634  \n 925,331  \n (4,633,560) \n 19,094,618  \n 9,491,861  \n (244,462) \n 23,715,091 \n\nWrite off of investment in Generations \n -  \n -  \n -  \n -  \n -  \n -  \n 244,462  \n 244,462 \n\nNet income \n -  \n -  \n -  \n -  \n -  \n 2,218,014  \n -  \n 2,218,014 \n\nBalance, October 31, 2024 \n 5,708,599  \n 6,634  \n 925,331  \n (4,633,560) \n 19,094,618  \n 11,709,875  \n -  \n 26,177,567 \n\nBalance \n 5,708,599  \n 6,634  \n 925,331  \n (4,633,560) \n 19,094,618  \n 11,709,875  \n -  \n 26,177,567 \n\nNet income \n -  \n -  \n -  \n -  \n -  \n 1,403,439  \n -  \n 1,403,439 \n\nBalance, October 31, 2025 \n 5,708,599  \n 6,634  \n 925,331  \n (4,633,560) \n 19,094,618  \n 13,113,314  \n -  \n 27,581,006 \n\nBalance \n 5,708,599  \n 6,634  \n 925,331  \n (4,633,560) \n 19,094,618  \n 13,113,314  \n -  \n 27,581,006 \n\n \n\nSee\nNotes to Consolidated Financial Statements\n\n \n\nF-6\n\n \n\n \n\n**COFFEE\nHOLDING CO., INC. AND SUBSIDIARIES**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**YEARS\nENDED OCTOBER 31, 2025 AND 2024**\n\n \n\n  \n2025  \n2024 \n\nOPERATING ACTIVITIES: \n    \n   \n\nNet income \n 1,403,439  \n 2,218,014 \n\nAdjustments to reconcile net income (loss) to net cash provided by operating activities: \n    \n   \n\nDepreciation and amortization \n 699,455  \n 610,016 \n\nUnrealized loss on commodities – net \n (448,969) \n (617,902)\n\nLoss on equity method investments \n -  \n 25 \n\nLoss on impairment of ROU asset \n 209,986  \n - \n\nGain on extinguishment of lease liability \n -  \n (210,567)\n\nAmortization of right-of-use asset \n 785,957  \n 315,414 \n\nBad debt expense \n 197,903  \n - \n\nWrite off in Investment in Generations \n -  \n (99,734)\n\nDeferred income taxes \n 362,499 \n 749,009 \n\n  \n    \n   \n\nChanges in operating assets and liabilities: \n    \n   \n\nAccounts receivable \n (2,392,231) \n (1,384,306)\n\nInventories \n (4,472,081) \n 3,280,555 \n\nPrepaid expenses and other current assets \n (427,153) \n 246,545 \n\nPrepaid and refundable income taxes \n 104,523  \n 80,437 \n\nDeposits and other assets \n (203,972) \n (6,414)\n\nAccounts payable and accrued expense \n (102,063) \n 538,321 \n\nChange in lease liabilities \n (744,542) \n (288,202)\n\nDeferred compensation payable \n 8,260  \n - \n\nNET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES \n (5,018,989) \n 5,431,211 \n\n  \n    \n   \n\nINVESTING ACTIVITIES: \n    \n   \n\nAcquisition of Second Empire \n (800,000) \n - \n\nCash paid for leasehold improvements \n (718,570) \n - \n\nPurchases of building, machinery and equipment \n (191,592) \n (306,931)\n\nProceeds from sale of investment \n -  \n 3,150,000 \n\nNET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES \n (1,710,162) \n 2,843,069 \n\n  \n    \n   \n\nFINANCING ACTIVITIES: \n    \n   \n\nProceeds from bank line of credit \n 9,650,000  \n - \n\nPrincipal payments under bank line of credit \n (3,600,000) \n (9,620,000)\n\nPrincipal payments on note payable \n -  \n (7,234)\n\nNET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES \n 6,050,000  \n (9,627,234)\n\n  \n    \n   \n\nNET CHANGE IN CASH AND CASH EQUIVALENTS \n (679,151) \n (1,352,954)\n\nCASH AND CASH EQUIVALENTS, BEGINNING OF YEAR \n 1,381,023  \n 2,733,977 \n\nCASH AND CASH EQUIVALENTS, END OF YEAR \n 701,872 \n 1,381,023 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE OF CASH FLOW DATA: \n    \n   \n\nCash paid for income taxes \n -  \n 112,294 \n\nInterest paid \n 199,599  \n 286,754 \n\n  \n    \n   \n\nSUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: \n    \n   \n\nInitial recognition of operating lease right-of-use asset \n 2,113,581  \n 633,824 \n\nInitial recognition of operating lease liabilities \n 2,113,581  \n 632,490 \n\n \n\nSee\nNotes to Consolidated Financial Statements\n\n \n\nF-7\n\n \n\n \n\n**NOTE\n1 - BUSINESS ACTIVITIES:**\n\n \n\nCoffee\nHolding Co., Inc. (the “Company”) conducts wholesale coffee operations, including manufacturing, roasting, packaging, marketing\nand distributing roasted and blended coffees for private labeled accounts and its own brands, and it sells green coffee. The Company\nalso manufactures and sells coffee roasters. The Company’s core product, coffee, can be summarized and divided into three product\ncategories (“product lines”) as follows:\n\n \n\n*Wholesale\nGreen Coffee:* unroasted raw beans imported from around the world and sold to large and small roasters and coffee shop operators;\n\n \n\n*Private\nLabel Coffee:* coffee roasted, blended, packaged and sold under the specifications and names of others, including supermarkets that\nwant to have their own brand name on coffee to compete with national brands; and,\n\n \n\n*Branded\nCoffee:* coffee roasted and blended to the Company’s own specifications and packaged and sold under the Company’s eight\nproprietary and licensed brand names in different segments of the market.\n\n \n\nThe\nCompany’s private label and branded coffee sales are primarily to customers that are located throughout the United States with\nlimited sales in Canada and certain countries in Asia. Such customers include supermarkets, wholesalers, and individually-owned and multi-unit\nretailers. The Company’s unprocessed green coffee, which includes over 90 specialty coffee offerings, is sold primarily to specialty\ngourmet roasters and to coffee shop operators in the United States with limited sales in Australia and Canada.\n\n \n\nThe\nCompany’s wholesale green, private label, and branded coffee product categories generate revenues and cost of sales individually\nbut incur selling, general and administrative expenses in the aggregate. There are no individual product managers and discrete financial\ninformation is not available for any of the product lines. The Company’s product portfolio is used in one business and it operates\nand competes in one business activity and economic environment. In addition, the three product lines share customers, manufacturing resources,\nsales channels, and marketing support. Thus, the Company considers the three product lines to be one single reporting segment.\n\n \n\nOn\nSeptember 29, 2022, the Company entered into a Merger and Share Exchange Agreement (the “Merger Agreement”), by and among\nthe Company, Delta Corp Holdings Limited, a Cayman Islands exempted company (“Pubco”), Delta Corp Holdings Limited, a company\nincorporated in England and Wales (“Delta”), CHC Merger Sub Inc., a Nevada corporation and wholly owned subsidiary of Pubco\n(“Merger Sub”), and each of the holders of ordinary shares of Delta as named therein. Upon the terms and subject to the conditions\nset forth in the Merger Agreement, Merger Sub would merge with and into the Company, with the Company surviving as a direct, wholly-owned\nsubsidiary of Pubco (the “Merger”). As a result of the Merger, each issued and outstanding share of the Company’s common\nstock, $0.001 par value per share, would be cancelled and converted for the right of the holder thereof to receive one ordinary share,\npar value $0.0001 of Pubco. There was a shareholder vote in April 2024 on the Merger Agreement that did not pass. On June 21, 2024, the\nCompany terminated the Merger Agreement. No early termination penalties were payable by the Company upon termination of the Merger Agreement.\n\n \n\n*Liquidity*\n\n \n\nThe\nCompany’s line of credit will become due June 28, 2026 (see Note 7). The agreement requires the Company to maintain compliance\nwith certain financial covenants computed on a quarterly and annual basis. As of October 31, 2025, the Company is in compliance with\nthose financial covenants. The Company is in a net income position for the year ended October 31, 2025 of $1.4 million and a net working\ncapital surplus of $22.6 million. The Company maintained a line of credit with an outstanding balance of approximately $6 million during\nthe year; however, this borrowing capacity was supported by a substantially larger asset base, including approximately $20 million of\ninventory and $12 million of accounts receivable. The line of credit is collateralized by, and borrowed against, eligible inventory and\naccounts receivable under the terms of the agreement. As a result, the Company does not believe that substantial doubt is raised regarding\nthe Company’s ability to continue as a going concern and the ability to meet its obligations as they become due within the twelve\nmonths from the date the consolidated financial statements are issued.\n\n \n\nF-8\n\n \n\n \n\n**NOTE\n2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:**\n\n \n\n**BASIS\nOF PRESENTATION:**\n\n \n\nThe\nconsolidated financial statements include the accounts of the Company, Organic Products Trading Company, LLC (“OPTCO”), Sonofresco\nLLC (“SONO”), Comfort Foods, Inc. (“CFI”), which closed its manufacturing facility in October 2025, and Second\nEmpire, LLC (“Second Empire”). All inter-company balances and transactions have been eliminated in consolidation. The consolidated\nfinancial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)\nand comply with SEC reporting requirements.\n\n \n\n**USE\nOF ESTIMATES:**\n\n \n\nThe\npreparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions\nthat affect certain reported amounts and disclosures. Significant estimates include depreciable lives for long-lived assets, and valuation\nof indefinitely lived intangible assets impairment testing. These estimates may be adjusted as more current information becomes available,\nand any adjustment could have a significant impact on recorded amounts.\n\n \n\n**CASH\nAND CASH EQUIVALENTS:**\n\n \n\nCash\nand cash equivalents consists primarily of unrestricted cash on deposits and securities with an original maturity of 3 months or less\nat financial institutions and brokerage firms.\n\n \n\n**ACCOUNTS\nRECEIVABLE:**\n\n \n\nTrade\naccounts receivable is stated at the amount the Company expects to collect. The Company maintains allowances for credit losses for estimated\nlosses resulting from the inability of its customers to make required payments. Management considers the following factors when determining\nthe collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current customer\nconditions, reasonable forecasts, current economic industry trends, and changes in customer payment terms. Past due balances over 60\ndays and other higher risk amounts are reviewed individually for collectability. If the financial condition of the Company’s customers\nwere to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management’s\nassessment, the Company provides for estimated credit losses through a charge to earnings and a credit to a valuation allowance. Balances\nthat remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance\nand a credit to accounts receivable.\n\n \n\nThe\nreserve for sales discounts represents the estimated discount that customers will take upon payment. The reserve for other allowances\nrepresents the estimated amount of returns, slotting fees and volume based discounts estimated to be incurred by the Company from its\ncustomers. The allowances are summarized as follows:\n\n SCHEDULE OF ACCOUNTS RECEIVABLE\n\n  \n2025  \n2024 \n\nAllowance for credit losses \n 234,000  \n 65,000 \n\nReserve for other allowances \n 35,000  \n 35,000 \n\nReserve for sales discounts \n 44,000  \n 44,000 \n\nTotals \n 313,000  \n 144,000 \n\n \n\nF-9\n\n \n\n \n\n**INVENTORIES:**\n\n \n\nInventories\nare stated at the lower of cost (first in, first out basis) or net realizable value, including provisions for obsolescence commensurate\nwith known or estimated exposures. There are no reserves for obsolescence as of October 31, 2025, and 2024.\n\n \n\n**BUILDING,\nMACHINERY AND EQUIPMENT:**\n\n \n\nBuilding,\nmachinery and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets.\nPurchases of buildings, machinery and equipment and additions and betterments which substantially extend the useful life of an asset\nare capitalized at cost. Expenditures which do not materially prolong the normal useful life of an asset are charged to operations as\nincurred. The Company also provides for amortization of leasehold improvements which are depreciated over the shorter of the useful life\nof the improvement or the lease term.\n\n \n\n**COMMODITIES\nHELD BY BROKER:**\n\n \n\nThe\ncommodities held at broker represent the market value of the Company’s trading account, which consists of option and future contracts\nfor coffee held with a brokerage firm. The Company uses options and futures contracts, which are not designated or qualifying as hedging\ninstruments, to partially hedge the effects of fluctuations in the price of green coffee beans. Options and futures contracts are level\n1 investments recognized at fair value in the consolidated financial statements with current recognition of gains and losses on such\npositions. The Company’s accounting for options and futures contracts may impact earnings volatility in any particular period.\nWe record all open contract positions on our consolidated balance sheets at fair value in the due from and due to broker line items and\ntypically do not offset these assets and liabilities.\n\n \n\nThe\nCompany classifies its options and future contracts as trading securities and accordingly, unrealized holding gains and losses are included\nin the statement of operations as a component of cost of sales.\n\n \n\nThe\nCompany recorded realized and unrealized gains and losses on these contracts as follows. Both realized and unrealized gains and losses\nare included in cost of goods sold in the accompanying financial statements.\n\n SCHEDULE OF REALIZED AND UNREALIZED GAINS AND LOSSES ON CONTRACTS\n\n  \n2025  \n2024 \n\n  \nYear\nEnded October 31, \n\n  \n2025  \n2024 \n\nGross\nrealized gains \n 4,080,063  \n 1,968,168 \n\nGross\nrealized losses \n (1,399,481) \n (1,005,616)\n\nUnrealized\ngains (losses), net \n (872,613) \n 617,902 \n\nTotal \n 1,807,969  \n 1,580,454 \n\n \n\nF-10\n\n \n\n \n\n**CUSTOMER\nLIST AND RELATIONSHIPS:**\n\n \n\nCustomer\nlist and relationships consist of a specific customer lists and customer contracts obtained by the Company in the acquisition of OPTCO,\nComfort Foods and Sonofresco which are being amortized on the straight-line method over their estimated useful life of twenty years.\nAmortization expense for the years ended October 31, 2025, and 2024 was $30,500.\n\n \n\n**TRADEMARKS:**\n\n \n\nThe\nCompany has determined that its trademarks, which consist of product lines, trade names and packaging designs have indefinite useful\nlives. Trademarks are tested for impairment at least annually or when circumstances indicate that the carrying amount of the trademarks\nexceed fair value. The Company performs its annual impairment test on October 31 of each year by first performing a qualitative assessment\nto determine if it is more likely than not that the carrying amounts exceed the fair values. Depending on the outcome of our qualitative\nassessment, we may perform a quantitative assessment to determine if the carrying amounts exceed the fair values on the assessment date.\n\n \n\nDuring\nthe years ended October 31, 2025 and 2024, the Company’s management concluded that no impairment charge was necessary during the\nyears then ended.\n\n \n\n**IMPAIRMENT\nOF LONG-LIVED ASSETS:**\n\n \n\nThe\nCompany assesses the impairment of long-lived assets used in operations, primarily buildings, machinery and equipment as well as intangible\nassets subject to amortization, when events and circumstances indicate that the carrying value amounts of these assets might not be recoverable.\nFor purposes of evaluating the recoverability of buildings, machinery and equipment and amortizable intangible assets, the undiscounted\ncash flows estimated to be generated by those assets are compared to the carrying amounts of those assets. If and when the carrying amounts\nof the assets exceed the undiscounted cashflows, then the related assets will be written down to fair value, if less.\n\n \n\nDuring\nthe year ended October 31, 2025, the Company recorded an impairment charge related to the Comfort lease as the Company vacated the facility\nprior to the end of the lease term and expects to incur approximately $200,000 of remaining lease obligations. During the years ended\nOctober 31, 2024, the Company recorded no impairment charges related to amortizable intangible assets, buildings, machinery and equipment.\n\n \n\n**ADVERTISING:**\n\n \n\nThe\nCompany expenses the cost of advertising and promotion as incurred. Advertising costs charged to operations totaled $70,751 and $32,455\nfor the years ended October 31, 2025 and 2024, respectively.\n\n \n\nF-11\n\n \n\n \n\n**INCOME\nTAXES:**\n\n \n\nThe\nCompany accounts for income taxes pursuant to the asset and liability method which requires deferred income tax assets and liabilities\nto be computed for temporary differences between the financial statement and tax basis of assets and liabilities that will result in\ntaxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are\nexpected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected\nto be realized. The income tax provision or benefit is the tax incurred for the period plus or minus the change during the period in\ndeferred tax assets and liabilities.\n\n \n\n**EARNINGS\nPER SHARE:**\n\n \n\nBasic\n(loss) earnings per common share was computed by dividing net income (loss) by the sum of the weighted-average number of common shares\noutstanding. Diluted (loss) earnings per common share is computed by dividing the net income (loss) by the weighted-average number of\ncommon shares outstanding plus the dilutive effect of common shares issuable upon exercise of potential sources of dilution. The Company\nhas 921,000 options outstanding which have not been included in the calculation of diluted earnings per share because they are anti-dilutive.\n\n \n\nThe\nweighted average common shares outstanding used in the computation of basic and diluted (loss) earnings per share were 5,708,599 for\nthe years ended October 31, 2025 and 2024.\n\n \n\n**FAIR\nVALUE OF FINANCIAL INSTRUMENTS:**\n\n \n\nThe\ncarrying amounts of cash, accounts receivable, notes due to/(from) broker and accounts payable approximate fair value because of the\nshort-term nature of these instruments. The carrying amount of the bank line of credit approximates fair value because the debt is based\non current rates at which the Company could borrow funds with similar remaining maturities. Fair value estimates are made at a specific\npoint in time, based on relevant market information about the financial instruments when available. These estimates are subjective in\nnature and involve uncertainties and matters of significant judgment and therefore, cannot be determined with precision. Changes in assumptions\ncould significantly affect the estimates.\n\n \n\nThe\nCompany measures fair value as required by Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements\nand Disclosures” (“ASC Topic 820”). ASC Topic 820 defines fair value, establishes a framework and gives guidance regarding\nthe methods used for measuring fair value, and expands disclosures about fair value measurements. ASC Topic 820 clarifies that fair value\nis an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction\nbetween market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market\nparticipants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair\nvalue hierarchy, which prioritizes the inputs used in measuring fair value as follows:\n\n \n\n●A)\nLevel 1 – unadjusted quoted prices in active markets for identical assets or liabilities\nthat the Company has the ability to access as of the measurement date.\n\n   \n\n●B)\nLevel 2 – inputs other than quoted prices included within Level 1 that are directly\nobservable for the asset or liability or indirectly observable through corroboration with\nobservable market data.\n\n   \n\n●C)\nLevel 3 – unobservable inputs for the asset or liability only used when there is little,\nif any, market activity for the asset or liability at the measurement date.\n\n \n\nThe\nhierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining\nfair value.\n\n \n\nF-12\n\n \n\n \n\n**REVENUE\nRECOGNITION:**\n\n \n\nThe\nCompany recognizes revenue in accordance with the five-step model as prescribed by the Financial Accounting Standards Board (“FASB”)\nAccounting Codification (“ASC”) Topic 606 (“ASC 606”) in which the Company evaluates the transfer of promised\ngoods or services and recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the\nconsideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition\nfor the arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1)\nidentify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price,\n(4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies\na performance obligation.\n\n \n\nThe\nfollowing table presents revenues by product line for the years ended October 31, 2025 and 2024.\n\n SCHEDULE OF REVENUE\n\n  \n2025  \n2024 \n\nGreen \n 31,270,628  \n 31,177,003 \n\nPacked \n 65,012,919  \n 47,385,295 \n\nTotals \n 96,283,547  \n 78,562,298 \n\nRevenues \n 96,283,547  \n 78,562,298 \n\n \n\nRevenue\nfor these product lines is recognized upon shipment to the customer.\n\n \n\n**SHIPPING\nAND HANDLING FEES AND COSTS:**\n\n \n\nRevenue\nearned from shipping and handling fees is reflected in net sales. Costs associated with shipping product to customers aggregating approximately\n$4,000,000 and $2,700,000 for the years ended October 31, 2025 and 2024, respectively, is included in cost of sales.\n\n \n\n**CONCENTRATION\nOF RISK:**\n\n \n\nFinancial\ninstruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits at financial institutions\nand brokerage firms.\n\n \n\nAccounts\nat each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to certain limits. At October 31, 2025 and 2024,\nthe Company had approximately $450,000 and $780,000 in excess of FDIC insured limits, respectively.\n\n \n\nThe\naccounts at the brokerage firm contain cash and securities. Balances are insured up to $500,000, with a limit of $100,000 for cash, by\nthe Securities Investor Protection Corporation (SIPC).\n\n \n\n**EQUITY\nMETHOD OF ACCOUNTING:**\n\n \n\nInvestee\ncompanies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method\nof accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several\nfactors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally\na 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s\naccounts are not reflected within the Company’s consolidated Balance Sheets and consolidated Statements of Operations; however,\nthe Company’s share of the earnings or losses of the Investee company is reflected in the caption “Loss from equity method\ninvestments” in the consolidated Statements of Operations. The Company’s carrying value in an equity method Investee company\nis reflected in the caption “Equity method investments” in the Company’s consolidated Balance Sheets.\n\n \n\nF-13\n\n \n\n \n\nThe\nCompany’s equity method investments consist of the following:\n\n \n\n(1)\n20% interest in Healthwise Gourmet Coffees, LLC, a distributor of low acidity coffees. The initial investment in this company amounted\nto $100,000. The loss recognized amounted to $0 and $25 for the years ended October 31, 2025 and 2024, respectively. The carrying amount\nof this investment as presented on the consolidated balance sheet at October 31, 2025 and 2024 was $39,651.\n\n \n\n**LEASES:**\n\n \n\nLeases\nare accounted for under ASC 842. The Company determines if an arrangement is or contains a lease at inception. The Company’s operating\nlease arrangements are comprised of real estate and facility leases. Right of use assets represent the Company’s right to use the\nunderlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from\nthe lease. Right of use assets and lease liabilities are recognized at the commencement date based on the present value of the lease\npayments over the lease term. As the Company’s leases do not provide an implicit rate and the implicit rate is not readily determinable,\nthe Company estimates its incremental borrowing rate based on the information available at the measurement date in determining the present\nvalue of the lease payments. Right of use assets also exclude lease incentives.\n\n \n\n**RECENT\nACCOUNTING PRONOUCEMENTS -ADOPTED:**\n\n \n\nThe\nCompany follows the FASB Accounting Standard Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic\n326).” This guidance requires entities to use a current expected credit loss impairment model rather than incurred losses. The\nCompany considers factors such as credit quality, age of balances, historical experience and current and future economic conditions that\nmay affect the Company’s expectation of collectability in determining the allowance for credit losses. The adoption of this new\nguidance did not have a material impact on the Company’s consolidated financial statements and related disclosures.\n\n \n\nIn\nNovember 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*. ASU\n2023-07, which is applicable to entities with a single reportable segment, primarily requires enhanced disclosures about significant\nsegment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 was effective for annual reporting periods\nin fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024. The\nCompany adopted the guidance in ASU 2023-07 on October 1, 2024, and it is being applied retrospectively to its consolidated financial\nstatement disclosures.\n\n \n\n**RECENT\nACCOUNTING PRONOUCEMENTS -NOT YET ADOPTED:**\n\n \n\nIn\nOctober 2023, the FASB issued ASU 2023-06, “Disclosure Improvements – Codification Amendments in Response to the SEC’s\nDisclosure Update and Simplification Initiative.” This standard affects a wide variety of Topics in the Codification. The effective\ndate for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation\nS-K becomes effective. Early adoption is prohibited. The Company does not expect the adoption of this standard to have a material impact\non the Company’s consolidated financial statements and related disclosures.\n\n \n\nIn\nDecember 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*. ASU 2023-09 is intended\nto improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the\nrate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the\nincome tax disclosure requirements. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning\nafter December 15, 2024. The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated\nfinancial statements and disclosures.\n\n \n\nF-14\n\n \n\n \n\nIn\nNovember 2024, the FASB issued ASU 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic\n220-40): Disaggregation of Income Statement Expenses*, which is intended to provide more detailed information about specified categories\nof expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented\non the consolidated statement of operations. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026,\nand interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied\neither (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all\nprior periods presented in the consolidated financial statements. The Company is currently evaluating the impact that the adoption of\nASU 2024-03 will have on its consolidated financial statements and disclosures.\n\n \n\n**NOTE\n3 - BUSINESS COMBINATION:**\n\n \n\nOn\nNovember 6, 2024, the Company (through its wholly-owned subsidiary, Second Empire) purchased the remaining assets of Empire Coffee Company\nfor $800,000 in a Uniform Commercial Code (“UCC”) Chapter 9 sale (the “Second Empire Acquisition”). Operations\nof Second Empire will include roasting and packing for current Company’s customers as well as customers of Empire Coffee. The results\nof Second Empire are included in the Company’s consolidated financial statements from the date of acquisition.\n\n \n\nThe\nCompany has accounted for the Second Empire Acquisition as a business combination using the acquisition method of accounting, whereby\nthe total purchase price was allocated to the acquired identifiable net assets purchased in the Second Empire Acquisition based on assessments\nof their respective fair values. The assets purchased consisted of equipment, accounts receivable and inventories. The Company has determined\nthat no portion of the purchase price is allocated to intangible assets as there were no acquired intangibles that are considered identifiable\nunder ASC 805. Based on a fair value assessment, all value has been attributed to tangible assets. Second Empire will operate as a 100%\nwholly owned subsidiary of the Company. The following tables summarize the fair values of consideration transferred and the fair values\nof identified assets acquired at the date of acquisition:\n\n SCHEDULE OF BUSINESS COMBINATION\n\n  \n   \n\nAccounts\nReceivable \n 531,585 \n\nInventory \n 268,415 \n\nTotal\npurchase price \n 800,000 \n\n \n\nThe\nacquired business contributed revenues of $4,631,862 and a loss of $1,300,333 to the Company for the period from November 6, 2024 to\nOctober 31, 2025. There were no acquisition costs incurred.\n\n \n\nIn\nconnection with this transaction, the Company entered into a 4four-year lease with 21 Grace Church Street Realty LLC for the existing\nproperty at 21 Grace Church Street, Port Chester, NY 10573 where Empire Coffee Company had its offices and production facility.\n\n \n\nF-15\n\n \n\n \n\n**NOTE\n4 - INVENTORIES:**\n\n \n\nInventories\nat October 31, 2025 and 2024 consisted of the following:\n\n SCHEDULE OF INVENTORIES\n\n  \nOctober\n31, 2025  \nOctober\n31, 2024 \n\nPacked\ncoffee \n$1,767,614  \n$2,025,335 \n\nGreen\ncoffee \n$16,551,660  \n 11,525,118 \n\nRoasters\nand parts \n$429,466  \n 469,849 \n\nPackaging\nsupplies \n$1,697,741  \n 1,685,682 \n\nTotals \n$20,446,481  \n$15,705,984 \n\nInventories \n$20,446,481  \n$15,705,984 \n\n \n\n**NOTE 5 – BUILDING,\nMACHINERY AND EQUIPMENT:**\n\n \n\nBuilding\nmachinery and equipment at October 31, 2025 and 2024 consisted of the following:\n\n SCHEDULE OF MACHINERY AND EQUIPMENT\n\n  \nEstimated\nUseful Life \n2025  \n2024 \n\nImprovements \n15-30\nyears \n 1,043,050  \n 279,813 \n\nBuilding \n31\nyears \n 900,321  \n 900,321 \n\nMachinery\nand equipment \n7\nyears \n 8,805,748  \n 8,673,925 \n\nFurniture\nand fixtures \n7\nyears \n 1,359,202  \n 1,359,203 \n\nProperty\nplant and equipment gross \n  \n 12,108,321  \n 11,213,262 \n\n  \n  \n    \n   \n\nLess:\naccumulated depreciation \n  \n 8,645,249  \n 7,991,397 \n\nProperty\nplant and equipment net \n  \n 3,463,072  \n 3,221,865 \n\n \n\nDepreciation\nexpense totaled $668,955 and $579,515 for the years ended October 31, 2025 and 2024, respectively.\n\n \n\n**NOTE\n6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES:**\n\n \n\nAccounts\npayable and accrued expenses at October 31, 2025 and 2024 consisted of the following:\n\n SCHEDULE\nOF ACCOUNTS PAYABLE AND ACCRUED EXPENSES\n\n  \n2025  \n2024 \n\nAccounts\npayable \n 2,122,567  \n 2,944,905 \n\nPurchase\naccruals \n 3,314,607  \n 2,408,749 \n\nOther\naccruals \n 204,662  \n 390,245 \n\nTotals \n 5,641,836  \n 5,743,899 \n\n \n\nF-16\n\n \n\n \n\n**NOTE\n7 - LINE OF CREDIT:**\n\n \n\nOn\nJune 27, 2024, the Organic Trading Products Trading Company, LLC (“OPTCO” and together with us, collectively referred to\nherein as the “Borrowers”) entered into the Tenth Loan Modification Agreement with Webster Financial Corp. (“Webster”)\nwhich amended the Amended and Restated Loan and Security Agreement (“A&R Loan Agreement”) to, among other things: (i)\nprovide for a new loan maturity date of June 29, 2025, (ii) provide that the applicable margin requirement for any revolving loan outstanding\nunder the A&R Loan Agreement to 2.25%, (iii) provide that the maximum facility amount shall be $10,000,000 and (iv) to adjust certain\ndefinitions and terms related to the borrowing base and leverage ratios applicable to the A&R Loan Agreement. The average interest\nfor the twelve months ended October 31, 2025 was 6.98%.\n\n \n\nOn\nApril 17, 2025, the Borrowers entered into the Eleventh Loan Modification Agreement with Webster which, among other things, amended the\nA&R Loan Agreement to provide for a new loan maturity date of June 28, 2026.\n\n \n\nEach\nof the A&R Loan Facility and A&R Loan Agreement contains covenants, subject to certain exceptions, that place annual restrictions\non the Borrowers’ operations, including covenants relating to debt restrictions, capital expenditures, indebtedness, minimum deposit\nrestrictions, tangible net worth, net profit, leverage, employee loan restrictions, dividend and repurchase restrictions (common stock\nand preferred stock), and restrictions on intercompany transactions. The outstanding balance on the Company’s line of credit was\n$6,050,000 and $0 as of October 31, 2025, and October 31, 2024, respectively.\n\n \n\n**NOTE\n8 - INCOME TAXES:**\n\n \n\nThe\nCompany’s provision for income taxes in 2025 and 2024 consisted of the following:\n\n SCHEDULE\nOF PROVISION FOR INCOME TAXES\n\n  \n2025  \n2024 \n\nCurrent: \n    \n   \n\nFederal \n 128,205  \n 82,332 \n\nState\nand local \n 26,985  \n 18,544 \n\nTotal \n 155,190  \n 100,876 \n\nDeferred: \n    \n   \n\nFederal \n 293,573  \n 611,317 \n\nState\nand local \n 68,926  \n 137,692 \n\nTotal \n 362,499  \n 749,009 \n\n  \n    \n   \n\nProvision\nfor income taxes \n 517,689  \n 849,885 \n\n \n\nF-17\n\n \n\n \n\nA\nreconciliation of the difference between the expected income tax rate using the statutory U.S. federal tax rate and the Company’s\neffective tax rate is as follows:\n\n SCHEDULE OF EFFECTIVE INCOME TAX RATE\n\n  \n2025  \n2024 \n\nExpense\n(Benefit) from for tax at the federal statutory rate \n 398,932  \n 644,259 \n\nOther\npermanent differences \n 2,137  \n 23,718 \n\nReturn\nto provision \n 6,083  \n 29,959 \n\nDeferred\nTax change in effective rate \n 26,567 \n 6,838 \n\nState\nand local tax, net of federal \n 83,970  \n 145,111 \n\n  \n    \n   \n\nExpense\n(Benefit from) income taxes \n 517,689  \n 849,885 \n\n  \n    \n   \n\nEffective\nincome tax rate \n 27% \n 28%\n\n \n\nThe\ntax effects of the temporary differences that give rise to the deferred tax assets and liabilities as of October 31, 2025 and 2024 are\nas follows:\n\n SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES\n\n  \n2025  \n2024 \n\nDeferred\ntax assets: \n    \n   \n\nAccounts\nreceivable \n 79,565  \n 37,051 \n\nUnrealized\nloss \n 90,792  \n - \n\nDeferred\nrent \n 2,790  \n 942 \n\nDeferred\ncompensation \n 32,737  \n 31,233 \n\nNet\noperating loss \n -  \n 503,413 \n\nStock-based\ncompensation \n 638,115  \n 645,892 \n\nInventory \n 120,742  \n 93,879 \n\nTotal\ndeferred tax asset \n 964,741  \n 1,312,410 \n\n  \n    \n   \n\nDeferred\ntax liabilities: \n    \n   \n\nIntangible\nassets acquired \n 116,330  \n 95,347 \n\nUnrealized\ngain \n -  \n 132,625 \n\nBuildings,\nmachinery and equipment \n 618,512  \n 492,040 \n\nTotal\ndeferred tax liabilities \n 734,842  \n 720,012 \n\n  \n    \n   \n\nNet\ndeferred tax asset \n 229,899  \n 592,398 \n\n \n\nA\nvaluation allowance was not provided at October 31, 2025 or 2024. In assessing the realizability of deferred tax assets, management considers\nwhether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization\nof deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences\nbecome deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax\nplanning strategies in making this assessment.\n\n \n\nF-18\n\n \n\n \n\nBased\nupon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets\nare expected to be deductible, management believes it is more likely than not the Company will realize the benefits of these deductible\ndifferences. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future\ntaxable income are reduced.\n\n \n\nAs\nof October 31, 2025 and 2024, the Company did not have any unrecognized tax benefits or open tax positions. The Company’s practice\nis to recognize interest and/or penalties related to income tax matters in income tax expense. As of October 31, 2025, and 2024, the\nCompany had no accrued interest or penalties related to income taxes. The Company currently has no federal or state tax examinations\nin progress.\n\n \n\nThe\nCompany files a U.S. federal income tax return and California, Colorado, Connecticut, Florida, Idaho, Illinois, Kansas, Louisiana, Michigan,\nMassachusetts, Montana, New Jersey, New York, New York City, Oregon, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and\nVirginia state tax returns. The Company’s federal income tax return is no longer subject to examination by the federal taxing authority\nfor years before fiscal 2022. The Company’s California, Colorado and New Jersey and Texas income tax returns are no longer subject\nto examination by their respective taxing authorities for the years before fiscal 2022. The Company’s Oregon, New York, Kansas,\nSouth Carolina, Rhode Island, Connecticut and Michigan income tax returns are no longer subject to examination by their respective taxing\nauthorities for the years before fiscal 2022.\n\n \n\nAs\nof October 31, 2025, and 2024, the Company had cumulative net operating loss carryforwards of approximately $0\nand $1,956,523\nrespectively.\n\n \n\nOn July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was\nsigned into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, deductions for domestic research\nand development expenditures. The Company is currently evaluating OBBBA; however, the Company does not expect OBBBA to have a material\nimpact on the Company’s consolidated financial statements.\n\n \n\n**NOTE\n9 - COMMITMENTS AND CONTINGENCIES:**\n\n \n\nThe\nCompany has a 401(k) Retirement Plan, which covers all the full-time employees who have completed one year of service and have reached\ntheir 21st birthday. The Company matches 100% of the aggregate salary reduction contribution up to the first 3% of compensation and 50%\nof aggregate contribution of the next 2% of compensation. Contributions to the plan aggregated $114,837 and $63,095 for the years ended\nOctober 31, 2025, and 2024, respectively.\n\n \n\n**NOTE\n10 - LEASES:**\n\n \n\nThe\nfollowing summarizes the Company’s operating leases:\n\n SCHEDULE OF OPERATING LEASES\n\n  \n2025  \n2024 \n\nRight-of-use\noperating lease assets \n 2,084,175  \n 1,166,537 \n\n   \n    \n   \n\nCurrent\nlease liability \n 811,975  \n 307,364 \n\nNon-current\nlease liability \n 1,530,096  \n 865,668 \n\nTotal\nlease liability \n 2,342,071  \n 1,173,032 \n\n \n\nF-19\n\n \n\n \n\nThe\namortization of the right-of-use asset for the years ended October 31, 2025 and 2024 was $785,957 and $315,414, respectively.\n\n \n\nWeighted\naverage remaining lease term \n 2.99 \n\nWeighted\naverage discount rate \n 6.98%\n\n \n\n**Maturities\nof lease liabilities by year for our operating leases are as follows:**\n\n SCHEDULE OF MATURITY LEASE LIABILITY\n\n  \n   \n\n2026 \n 955,052 \n\n2027 \n 818,259 \n\n2028 \n 766,322 \n\n2029 \n 66,619 \n\nThereafter \n - \n\nTotal\nlease payments \n 2,606,252 \n\nLess:\nimputed interest \n (264,181)\n\nPresent\nvalue of operating lease liabilities \n 2,342,071 \n\n \n\nThe\naggregate cash payments under these leasing agreements were $1,431,164 and $288,202 for the years ended October 31, 2025, and 2024, respectively.\n\n \n\nVariable\nlease payments were $448,765 and $131,490 during the years ended October 31, 2025, and 2024, respectively. Operating lease costs were\n$982,398 and $426,200 for the years ended October 31, 2025, and 2024, respectively.\n\n \n\nIn\nMay 2024, the Company modified its existing lease agreement pertaining to a portion of its office facility. The Company wrote off $1,848,032\nin right-of-use assets and $2,058,599 lease liability associated with this agreement, resulting in a gain on extinguishment of lease\nof $210,567. On May 1, 2024, the Company entered into an amended lease agreement for the remaining portion of its office facility in\nStaten Island, NY, which changed the lease modification date to April 30, 2029. The amended lease commenced on May 1, 2024. The Company\nrecognized a right-of-use asset and lease liability associated with this modified agreement of $547,975. As a result of the modification,\nthe Company decreased its right-of-use asset by $1,300,057 and lease liability by $1,510,624 as of July 31, 2024.\n\n \n\nIn\nNovember 2024, the Company entered into a new lease in connection with the Second Empire Acquisition. As a result, the Company recognized\na right-of-use asset and lease liability of $2,113,581 in connection with such new lease.\n\n \n\nIn\nOctober 2025, the Company ceased operations of its Comfort Foods manufacturing subsidiary and exited the leased facility located in North\nAndover, Massachusetts. The lease for this facility was scheduled to expire on May 31, 2028. Upon the closure of Comfort Foods, the Company\ndetermined that the right-of-use asset associated with the lease was fully impaired, as the facility would no longer be utilized in the\nCompany’s operations. As a result, the Company recorded an impairment charge of $400,000 to write off the remaining ROU asset.\nBased on ongoing legal discussions with the landlord and management’s estimate of the expected settlement amount, the Company reduced\nthe lease liability by approximately $200,000, which partially offset the impairment charge. After this adjustment, the remaining estimated\nlease liability is approximately $200,000, representing management’s best estimate of the Company’s remaining obligation\nunder the lease. The related impairment charge is included in selling and administrative expenses in the consolidated statement of operations.\n\n \n\nF-20\n\n \n\n \n\n**NOTE\n11 - RELATED PARTY TRANSACTIONS:**\n\n \n\nIn\nJanuary 2005, the Company established the “Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan.” Currently,\nthere is only one participant in the plan: the Company’s Chief Executive Officer. Within the plan guidelines, this employee is\ndeferring a portion of his current salary and bonus. The assets are held in a separate trust. The deferred compensation payable represents\nthe liability due to the Chief Executive Officer of the Company. The assets were $129,646 and $121,386 as of October 31, 2025, and October\n31, 2024, respectively, and are included in Deposits and other assets in the accompanying balance sheets. The deferred compensation liability\nat October 31, 2025 and October 31, 2024 was $129,646 and $121,386, respectively.\n\n \n\n**NOTE\n12 - STOCKHOLDERS’ EQUITY:**\n\n \n\n**a.\nTreasury Stock.** The Company utilizes the cost method of accounting for treasury stock. The cost of reissued shares is determined\nunder the last-in, first-out method. The Company did not purchase any shares during the years ended October 31, 2025 and 2024.\n\n \n\n**b.\nStock Options.** The Company has an incentive stock plan, the 2013 Equity Compensation Plan (the “2013 Plan”), and on April\n19, 2019, has granted 1,000,000 stock options to employees, officers and non-employee directors from the 2013 Plan each with an exercise\nprice of $5.43. Options granted under the 2013 Plan may be Incentive Stock Options or Nonqualified Stock Options, as determined by the\nAdministrator at the time of grant. During the year ended October 31, 2025, no stock options were forfeited. No options were granted\nor expired during the years ended October 31, 2025. During the year ended October 31, 2024, 79,000 stock options were forfeited. No options\nwere granted or expired during the years ended October 31, 2024. As of October 31, 2025, and October 31, 2024, 921,000 options, were\nexercisable.\n\n \n\nThe\nCompany recorded no stock-based compensation expense for the year ended October 31, 2025 and 2024, as all stock option awards were fully\nvested as of the beginning of the reporting period.\n\n \n\n**NOTE\n13 – CONCENTRATION OF CREDIT RISK:**\n\n \n\nThe\nCompany had one customer in fiscal year 2025 that individually exceeded 10% of consolidated net sales. Net sales to this one customer\nwere approximately 12.6% of consolidated net sales or $12 million.\n\n \n\n**NOTE\n14 – SEGMENT INFORMATION:**\n\n \n\nASC\nTopic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about\noperating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise\nfor which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker,\nor group, in deciding how to allocate resources and assess performance.\n\n \n\nThe\nCompany’s chief operating decision maker (“CODM”) is Andrew Gordon, President, Chief Executive Officer, Chief Financial\nOfficer, and Director. The Company has one reportable segment: coffee. The Company derives revenue primarily in North America and manages\nthe business activities on a consolidated basis.\n\n \n\nF-21\n\n \n\n \n\nThe\ncoffee segment derives revenue from the sale of wholesale green coffee, private label coffee and branded coffee. Revenue for these product\nlines is recognized upon shipment to the customer. The CODM assesses performance for the coffee segment and decides how to allocate resources\nbased on operating income that also is reported on statement of operations as consolidated income (loss) from operations. The measure\nof segment assets is reported on the consolidated balance sheet as total consolidated assets.\n\n \n\nWhen\nevaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the Trading Profit\nand Operating income table below:\n\n SCHEDULE OF SEGMENT INFORMATION \n\n  \n10/31/2025  \n10/31/2024 \n\n  \nStatement\nof operations \n\n  \nFor\nthe years ended \n\n  \n10/31/2025  \n10/31/2024 \n\nNet\nsales \n 96,283,547  \n 78,562,298 \n\nCost\nof Goods Sold (1) \n 82,676,850  \n 64,100,983 \n\nGross\nProfit \n 13,606,697  \n 14,461,315 \n\nTrading\nProfit (1) \n 1,807,969  \n 1,580,454 \n\nOverhead\n(2) \n 13,262,306  \n 13,078,211 \n\nOperating\nincome \n 2,152,360  \n 2,963,558 \n\n \n\n(1)Trading\nprofit is included in cost of goods sold in the consolidated statement of operations.\n\n \n\n(2)Overhead\nincludes officers’ salaries and selling and administrative expenses included in the\nconsolidated statement of operations.\n\n \n\nThe\nCODM uses operating income (loss) to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest\nprofits into the coffee segment or into other parts of the entity such as for acquisitions or to pay dividends. Intra-entity sales and\ncash transfers are eliminated in operating income (loss) used by the CODM.\n\n \n\n**NOTE\n15 – SUBSEQUENT EVENTS:**\n\n \n\nIn\nDecember 2025, the Company invested $850,000 in The Ryl Company LLC pursuant to a subscription agreement in exchange for a non-controlling\nminority interest. The investment is passive in nature, and the Company does not participate in management or operations of The Ryl Company\nLLC.\n\n \n\nOn\nJanuary 28th, 2026, the Company’s Board of Directors approved a cash dividend of $0.08\nper share, representing one-third of net income. The dividend\nis payable on or about February 26, 2026, to shareholders of record as of February 10, 2026.\n\n \n\nF-22"}