SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.20549





FORM
10-K/A





(Mark
One)





x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
fiscal year ended: September 30, 2008





o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from:





Commission
File No. 333-60608





JANEL
WORLD TRADE, LTD.


(Name of
small business issuer in its charter)





Nevada
              86-1005291(State
      of other jurisdiction of
              (IRS
      Employer Identification No.)Incorporation
      or organization)150-14
      132nd Avenue, Jamaica, NY
              11434(Address
      of principal executive offices)
              (Zip
      Code)Issuer's
      telephone number, including area code:
              (718)
      527-3800





Securities
registered pursuant to Section 12(b) of the Act:


Name of exchange onTitle of each class
                    
                    which registeredNone
                    
                    None





Securities
registered pursuant to Section 12(g) of the Act: None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes  ̈No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act .Yes  ̈No
x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Act”)
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes x 
No  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “large
accelerated filer and accelerated filer in Rule 12b-2 of the Exchange
Act.





Large accelerated filer ̈
            
            Accelerated filer ̈
            
            Non-Accelerated
      filer x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant's most recently completed second fiscal
quarter. $4,173,120 (last sale as of 3/31/09).





Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act).Yes  ̈ No
x




(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)




State the
number of shares outstanding of each of the issuer's class of common equity, as
of the latest practicable date:18,013,332




DOCUMENTS
INCORPORATED BY REFERENCE




List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K into which the document is incorporated: (1) Any annual report to
security holders; (2) Any proxy or information statement; and (3) Any prospectus
filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The
listed documents should be clearly described for identification purposes (e.g.,
annual report to securities holders for fiscal year ended December 31,
1980).




None.





PART
1




Item
1.               Description
of Business.




General Development of Business




Janel
World Trade, Ltd. has its executive offices at 150-14 132nd Avenue,
Jamaica, NY 11434, tel. (718) 527-3800, adjacent to the John F. Kennedy
International Airport. The company and its predecessors have been in business
since 1975 as a logistics services provider for importers and exporters
worldwide. It is primarily engaged, through its wholly owned subsidiaries, in
full-service cargo transportation logistics management, including freight
forwarding – via air, ocean and land-based carriers – customs brokerage
services, and warehousing and distribution services.




In
addition to its traditional freight forwarding and customs brokerage activities,
Janel offers various related, value-added logistics services, such as freight
consolidation, insurance, a direct client computer access interface, logistics
planning, landed-cost calculations, in-house computer tracking, product
repackaging, online shipment tracking and electronic billing. The value-added
services and systems are intended to help its customers streamline operations,
reduce inventories, increase the speed and reliability of worldwide deliveries
and improve the overall management and efficiency of the customer’s supply-chain
activities.




Janel has recently established an
Environmental Project Logistics Division operating as a general contractor and
consultant regarding global environmental issues, and has become the exclusive
distributor in various regions in China for a chemical water treatment product
for mitigation of the environmental pollution of large bodies of fresh water. In
March 2008, Janel began identifying potential environmental projects, treatment
methodologies, and contacts in China together with a Chinese business
relationship that resulted from Janel's 2007 Order Logistics asset acquisition.
The company also obtained Chinese government requirements for testing various
chemical solutions for the mitigation of the pollution of fresh water lakes.
With the assistance of U.S. based environmental consultants, Janel identified
what it believes to be a useful chemical treatment called ClearBlue 104TM.In
August and October 2008, Janel engaged in the initial toxicity testing of
ClearBlue 104TM with The Yellow Seas Fisheries Research Institute (YSFRI), a
Chinese testing organization.




In January 2009, Janel received
positive test results back from YSFRI, and established the Environmental
Projects Division with one dedicated senior manager. In February 2009, Janel's
Environmental Projects Division entered a consortium of five independent
companies to deal with complex solutions of environmental damage of fresh water
lakes in China. In May 2009, Janel's Environmental Projects Division became the
exclusive distributor of ClearBlue 104TM for defined regions in China. In June
2009, Janel undertook water quality testing in the Meiliang Bay-Lake Tai in
China, and in June-July became aware of a World Bank environmental project in
Wuxi, China, with a $150 million budget.


2




In July-August 2009, Janel submitted a
grant application to the U.S. Trade Development Agency regarding the Wuxi, China
environmental project, which is pending a review decision. Janel's Environmental
Projects Division intends to complete the pilot project, take a lead role in the
larger World Bank Wuxi project, identify new environmental opportunities within
China and elsewhere in the global environmental community, identify other uses
and applications for ClearBlue 104TM, coordinate activities among the consortium
partner companies, and seek other open projects from the World Bank, Asian
Development Bank and other environmental financing sources. Janel's
Environmental Projects Division is presently a one man operation, and has not
generated any revenue to date.




Janel
conducts its business through a network of company-operated facilities and
independent agent relationships in Argentina, Australia, Austria, Bangladesh,
Belgium, Brazil, Cambodia, Canada, China, Costa Rica, Cyprus, Czech Republic,
Denmark, El Salvador, France, Germany, HKG, Honduras,Hungary, India, Indonesia,
Ireland, Israel, Italy, Japan, Jordan, Korea, Malaysia, Mexico, Nepal,
Netherlands, New Zealand, Nicaragua, Norway, Pakistan, Philippines, Poland,
Portugal, Saudi Arabia, Singapore, Spain, Sri Lanka, Sweden, Switzerland,
Taiwan, Thailand, Tunisia, Turkey, UAE, UK, Uruguay, and Vietnam.. During fiscal
2008 (Janel’s fiscal year ends September 30), the company handled approximately
28,000 individual import and export shipments, predominately originating or
terminating in the United States, Europe and the Far East. Janel generated gross
revenue of approximately $82,745,383 for fiscal 2008, approximately $74.9
million in fiscal 2007, and $77.2 million in fiscal 2006. In fiscal 2007,
approximately 70% of revenue related to import activities (unchanged from 2006),
5% to export, 20% to break-bulk and forwarding, and 5% to warehousing,
distribution and trucking (unchanged from 2006). By market, the company’s
revenue in fiscal 2008 derived from four principal industries: consumer wearing
apparel/textiles - approximately 35% (unchanged from 2006); machines/machine
parts - approximately 10% (unchanged from 2006); household appliances -
approximately 20% (unchanged from 2006); and sporting goods and accessories –
approximately 10% (unchanged from 2006).




History




Janel commenced business in 1975 as
Janel International Forwarding Company, Inc., a New York corporation.In 1976,
the “Janel Group” was established in New York City as a company primarily
focused on quality import customs brokerage and related transportation services.
Janel’s initial customer base consisted of importers and exporters of machines
and machine parts, principally through what was then West Germany. Shortly
thereafter, the company began expanding its business scope into project
transportation and high-value general cargo forwarding.In 1979, Janel expanded
to the Midwest and West Coast, opening branches in Chicago and Los Angeles,
respectively. Additional locations were opened in Atlanta (1995) and Miami
(franchise agent)(1997). In 1980, C and N
Corp. organized as a Delaware corporation to be the corporate parent of the
various Janel Group operating subsidiaries.




In 1990, Janel agreed to the use of
its name by a Bangkok, Thailand office to facilitate business operations during
1990 and 1992 in which it serviced a United States cellular communications
carrier. In 1997, Janel designed and manufactured (through a subcontractor)
electronic switching equipment shelters, which it sold to the carrier together
with consulting services on transportation logistics and coordination for
construction of cellular telephone sites in Thailand.




In 2000, Janel opened the office in
Shanghai, China, followed by the opening of the Hong Kong office in 2001 and the
opening of an office in Shenzhen, China in 2003.


3


In June and July 2002, the corporate
parent, C and N Corp., entered into and completed a reverse merger transaction
with Wine Systems Design, Inc. in which it formally changed its state of
incorporation from Delaware to Nevada, changed its corporate name to Janel World
Trade, Ltd. and became a public company traded on the Nasdaq Bulletin Board
under the symbol “JLWT.”




In October 2007, the company
acquired certain assets of Order Logistics, Inc. (OLI) consisting of proprietary
technology, and intellectual property (including the name “Order Logistics”),
office locations, equipment and customer lists for use in the management and
expansion of the company’s international integrated logistics transport services
business. The company filed a Form 8-K report with the SEC regarding the OLI
transaction on October 22, 2007. Due to changes in economic circumstances
relating to OLI, the company has determined that the carrying value of certain
OLI intangible assets exceeded their estimated undiscounted future cash flows
and their eventual disposition. Accordingly, the company has recorded an
impairment loss of $1,812,750 (see Note 2(A) to the financial
statements).





In July 2008, the company
acquired the customs brokerage “book of business” of Ferrara International
Logistics, Inc. (Ferrara), consisting of books, records, forms, manuals, access
codes, goodwill, customer lists and contact information, telephone and
advertising listings for the expansion of the company’s international integrated
logistics transport services business. The company filed a Form 8-K report with
the SEC regarding the Ferrara transaction on July 24, 2008.




The company operates out of seven
leased locations in the United States: Jamaica (headquarters) and Lynbrook
(accounting) in New York; Champaign, Illinois, Elk Grove Village (Chicago,
Illinois); Forest Park (Atlanta, Georgia); and Inglewood (Los Angeles,
California). Each Janel office is managed independently, with each manager
having over 20 years experience with the company (except for Champaign, which
was recently acquired).Janel Shanghai, Janel Hong Kong and Janel China
(Shenzhen) operate as independently owned franchises within the company’s
network. Janel’s former President, Stephen P. Cesarski, and its Executive Vice
President, James N. Jannello, each personally own a 10% profit interest in each
of Janel Shanghai. and Janel Hong Kong, Janel Bangkok (Thailand) operates only
as a franchise under the Janel name, but is not otherwise affiliated with the
company’s corporate network.




Freight Forwarding
and Related Services




As a
cargo freight forwarder, Janel procures shipments from its customers,
consolidates shipments bound for a particular destination from a common place of
origin, determines the routing over which the consolidated shipment will move,
selects a carrier (air, ocean, land) serving that route on the basis of
departure time, available cargo capacity and rate, and books the consolidated
shipment for transportation with the selected carrier. In addition, Janel
prepares all required shipping documents, delivers the shipment to the
transporting carrier and, in many cases, and arranges clearance of the various
components of the shipment through customs at the final destination. If so
requested by its customers, Janel will also arrange for delivery of the
individual components of the consolidated shipment from the arrival terminal to
their intended consignees.


4


As a
result of its consolidation of customer shipments and its ongoing volume
relationships with numerous carriers, a freight forwarder is usually able to
obtain lower rates from such carriers than its customers could obtain directly.
Accordingly, a forwarder is generally able to offer its customers a lower rate
than would otherwise be available directly to the customer, providing the
forwarder with its profit opportunity as an intermediary between the carrier and
end-customer.The forwarder’s gross profit is represented by the difference
between the rate it is charged by the carrier and the rate it, in turn, charges
its customer.




In
fulfilling its intermediary role, the forwarder can draw upon the transportation
assets and capabilities of any individual carrier or combination thereof
comprised of airlines and/or air cargo carriers, ocean shipping carriers and
land-based carriers, such as trucking companies.Janel solicits freight from its
customers to fill containers, charging rates lower than the rates that would be
offered directly to its customers for similar type shipments.




Customs Brokerage Services




As part
of its integrated logistics services, Janel provides customs brokerage clearance
services in the United States and in most foreign countries.These services
typically entail the preparation and assembly of required documentation in many
instances (Janel provides in-house translation services into Chinese, Spanish or
Italian), the advancement of customs duties on behalf of importers, and the
arrangement for the delivery of goods after the customs clearance process is
completed.Additionally, other services may be provided such as the procurement
and placement of surety bonds on behalf of importers and the arrangement of
bonded warehouse services, which allow importers to store goods while deferring
payment of customs duties until the goods are delivered.




Janel has
over 30 years of experience clearing a wide range of goods through U.S. Customs,
from automobiles to heavy machinery to textiles. The company currently has seven
fully licensed customs house brokers on staff. Janel is fully certified with
U.S. Customs for both ABI and AES transmissions. The company has established an
active “correspondent Customs House Broker Network” of individuals specially
chosen for their ability to service customers throughout those locations in the
United States where Janel does not have its own branch office.In addition, the
company regularly works with a group of proven independent attorneys, whose
specialization in transportation, U.S. Customs law and classifications has
resulted in substantial savings to customers.




Other
Logistics Services




In
addition to providing air, ocean and land freight forwarding and customs
brokerage services, Janel provides its import and export customers with an array
of fully integrated global logistics services. These logistics services include
warehousing and distribution services, door-to-door freight pickup and delivery,
cargo consolidation and de-consolidation, project cargo management, insurance,
direct client computer access interface, logistics planning, landed-cost
calculations, duty-drawback (recovery of previously paid duties when goods are
re-exported), in-house computer tracking, product promotion, product packaging
and repackaging utilizing Janel mobile packaging machinery, domestic pickup and
forwarding, “hazmat” certifications for hazardous cargoes, letters of credit,
language translation services, online shipment tracking and electronic
billing.


5


In
October 2007, Janel completed the acquisition of certain assets of Order
Logistics, Inc. (“OLI”), a Delaware corporation, comprised of proprietary
technology, intellectual property (including the brand name “Order Logistics”),
office locations and equipment, and customer relationships, for use in the
management and expansion of Janel’s international integrated logistics transport
services business. The Web-based supply-chain technology acquired by Janel
enables its customers to collaborate in the planning, execution, management and
tracking of shipments, financial settlement, procurement and quality control
activities on a worldwide basis. Janel filed a Form 8-K report regarding the
asset acquisition transaction with the SEC on October 22, 2007.




Information
Systems




Janel’s
information system hardware consists of an IBM AS 400 system that is utilized by
all of its offices in the United States. The company’s information technology
capabilities also include DCS/HBU Logistics software, a T-1 online national
network, recently acquired Web-based supply-chain technology, and a nationwide
in-house e-mail network. These systems enable Janel to perform in-house computer
tracking and to offer customers landed-cost calculations and online Internet
information availability via the company’s websites relative to the tracking and
tracking of customer shipments.




Customers, Sales and
Marketing




While Janel’s customer base represents
a multitude of diverse industry groups, the bulk of the company’s shipments are
related to three principal markets: consumer wearing apparel and textiles,
machines and machine parts, and household appliances. During fiscal 2007, the
company shipped goods and provided logistics services for approximately 1,000
individual accounts. Janel markets its global cargo transportation and
integrated logistics services worldwide. In markets where the company does not
operate its own facilities, its direct sales efforts are supplemented by the
referral of business through one or more of the company’s franchise or agent
relationships. The company’s six largest accounts in fiscal 2007 were: H.H.
Brown Shoe Company (which accounts for approximately 19.9% of revenue), the
Conair Corporation, Leisure Merchandise, Modell’s Sporting Goods, and The Selmer
Company.




James N. Jannello and William J. Lally
are principally responsible for the marketing of the company's services. Each
branch office manager is responsible for sales activities in their U.S. local
market area. Janel attempts to cultivate strong, long-term relationships with
its customers and referral sources through high-quality service and
management.




Employees




As of September 30, 2008, Janel
employed 69 people; 35 in its Jamaica, New York headquarters and Lynbrook, New
York back office; 9 in Elk Grove Village, Illinois; 7 in Forest Park, Georgia;
and 18 in Inglewood, California (2 additional employees have recently been
hired). The October 2007 asset acquisition has resulted in our adding 6
employees, based in Champaign, Ill. Approximately 52 of the company’s employees
are engaged principally in operations, 11 in finance and administration and 6 in
sales, marketing and customer service. Janel is not a party to any collective
bargaining agreement and considers its relations with its employees to be
good.




To retain the services of highly
qualified, experienced and motivated employees, Janel management emphasizes an
incentive compensation program and adopted a stock option plan in December
2002.


6


Competition




Competition within the freight
forwarding industry is intense, characterized by low economic barriers to entry
resulting in a large number of highly fragmented participants around the
world.Janel competes for customers on the basis of its services and capabilities
against other providers ranging from multinational, multi-billion dollar firms
with hundreds of offices worldwide to regional and local freight forwarders to
“mom-and-pop” businesses with only one or a few customers.




Currency Risks




The nature of Janel’s operations
requires it to deal with currencies other than the U.S. Dollar. This results in
the company being exposed to the inherent risks of international currency
markets and governmental interference. A number of countries where Janel
maintains offices or agent relationships have currency control regulations that
influence its ability to hedge foreign currency exposure. The company tries to
compensate for these exposures by accelerating international currency
settlements among those offices or agents.




Seasonality




Historically, Janel’s quarterly
operating results have been subject to seasonal trends. The fiscal first quarter
has traditionally been the weakest and the fiscal third and fourth quarters have
traditionally been the strongest. This pattern has been the result of, or
influenced by, numerous factors including climate, national holidays, consumer
demand, economic conditions and other similar and subtle forces. This historical
seasonality has also been influenced by the growth and diversification of
Janel’s international network and service offerings. The company cannot
accurately forecast many of these factors, nor can it estimate the relative
impact of any particular factor and, as a result, there is no assurance that
historical patterns will continue in the future.




A significant portion of Janel’s
revenues are derived from customers in industries with shipping patterns closely
tied to consumer demand and from customers with shipping patterns dependent upon
just-in-time production schedules. Therefore, the timing of Janel’s revenues
are, to a large degree, affected by factors beyond the company’s control, such
as shifting consumer demand for retail goods and manufacturing production
delays. Many of Janel’s customers may ship a significant portion of their goods
at or near the end of a quarter and the company may not learn of a resulting
shortfall in revenue until late in a quarter.




Environmental Issues




In the United States, Janel is subject
to federal, state and local provisions regulating the discharge of materials
into the environment or otherwise for the protection of the environment.Similar
laws apply in many foreign jurisdictions in which Janel operates. Although
current operations have not been significantly affected by compliance with these
environmental laws, governments are becoming increasingly sensitive to
environmental issues and the company cannot predict what impact future
environmental regulations may have on its business. Janel does not anticipate
making any material capital expenditures for environmental control purposes
during the remainder of the current or succeeding fiscal years.


7


Regulation




With respect to Janel’s activities in
the air transportation industry in the United States, it is subject to
regulation by the Department of Transportation as an indirect air carrier. The
company’s overseas offices and agents are licensed as freight forwarders in
their respective countries of operation. Janel is licensed in each of its
offices as a freight forwarder by the International Air Transport Association.
IATA is a voluntary association of airlines which prescribes certain operating
procedures for freight forwarders acting as agents of its members.The majority
of the company’s freight forwarding businesses is conducted with airlines that
are IATA members.




Janel is licensed as a customs broker
by the Department of Homeland Security Customs and Border Service. All U.S.
customs brokers are required to maintain prescribed records and are subject to
periodic audits by the Customs Service. In other jurisdictions in which Janel
performs clearance services, it is licensed by the appropriate governmental
authority.




Janel is registered as an Ocean
Transportation Intermediary and licensed as a NVOCC carrier (non-vessel
operating common carrier) by the Federal Maritime Commission. The FMC has
established certain qualifications for shipping agents, including certain surety
bonding requirements.




Janel does not believe that current
U.S. and foreign governmental regulations impose significant economic restraint
on its business operations.




Cargo Liability




When acting as an airfreight
consolidator, Janel assumes a carrier’s liability for lost or damaged shipments.
This legal liability is typically limited by contract to the lower of the
transaction value or the released value ($9.07 per pound unless the customer
declares a higher value and pays a surcharge), excepted for loss or damages
caused by willful misconduct in the absence of an appropriate airway bill. The
airline that the company utilizes to make the actual shipment is generally
liable to Janel in the same manner and to the same extent. When acting solely as
the agent of an airline or shipper, Janel does not assume any contractual
liability for loss or damage to shipments tendered to the airline.




When acting as an ocean freight
consolidator, Janel assumes a carrier’s liability for lost or damaged shipments.
This liability is strictly limited by contract to the lower of a transaction
value or the released value ($500 for package or customary freight unit unless
the customer declares a higher value and pays a surcharge). The steamship line
which Janel utilizes to make the actual shipment is generally liable to the
company in the same manner and to the same extent. In its ocean freight
forwarding and customs clearance operations, Janel does not assume cargo
liability.




When providing warehouse and
distribution services, Janel limits its legal liability by contract to an amount
generally equal to the lower of fair value or $.50 per pound with a maximum of
$50 per “lot,” defined as the smallest unit that the warehouse is required to
track.Upon payment of a surcharge for warehouse and distribution services, Janel
would assume additional liability.




The company maintains marine cargo
insurance covering claims for losses attributable to missing or damaged
shipments for which it is legally liable. Janel also maintains insurance
coverage for the property of others stored in company warehouse
facilities.


8


Item
1A.            Risk
Factors




We
May Not Be Successful in Growing Either Internally or Through
Acquisitions.




Our growth strategy primarily focuses
on internal growth in domestic and international freight forwarding, local pick
up and delivery, customs brokerage and acquisitions. Our ability to grow will
depend on a number of factors, including:




- existing and emerging
competition;




- ability to operate profitably in the
face of competitive pressures;




- the recruitment, training and
retention of operating and management employees;




- the strength of demand for our
services;




- the availability of capital to
support our growth; and




- the ability to identify, negotiate
and fund acquisitions when




appropriate.




Acquisitions
Involve Risks, Including Those Relating to:




- the integration of acquired
businesses, including different information systems;




- the retention of prior levels of
business;




- the retention of
employees;




- the diversion of management
attention;




- the write-offs resulting from
impairment of acquired intangible assets; and




- unexpected liabilities.




We cannot assure that we will be
successful in implementing any of our business strategies or plans for future
growth.




Events
Affecting the Volume of International Trade and International Operations Could
Adversely Affect Our International Operations.




Our international operations are
directly related to and dependent on the volume of international trade,
particularly trade between the United States and foreign nations. This trade, as
well as our international operations, is influenced by many factors,
including:




- economic and political conditions in
the United States and abroad;




- major work stoppages, such as the
2002 West Coast work stoppage;




- exchange controls, currency
conversion and fluctuations;




- war, other armed conflicts and
terrorism; and




- United
States and foreign laws relating to tariffs, trade restrictions, foreign
investment and taxation.




Trade-related events beyond our
control, such as a failure of various nations to reach or adopt international
trade agreements or an increase in bilateral or multilateral trade restrictions,
could have a material adverse effect on our international operations. Our
operations also depend on the availability of independent carriers that provide
cargo space for international operations.


9


Our
Business Has Been and Could Continue to Be Adversely Affected by Negative
Conditions in the United States Economy or the Industries of Our Principal
Customers.




Demand for our services had been
adversely affected by negative conditions in the United States economy or the
industries of our customers. A substantial number of our principal customers are
in the household products, garments, industrial equipment, telecommunications
and related industries, and their business had been adversely affected,
particularly during the 2001-2002 period. These customers collectively account
for a substantial percentage of our revenue. Adverse conditions or worsening
conditions in the industries of our customers could cause us to lose a
significant customer or experience a decrease in the shipment volume and
business levels of our customers. Either of these events could negatively affect
our financial results. Adverse economic conditions outside the United States can
also have an adverse effect on our customers and our business. We expect that
demand for our services, and consequently our results of operations, will be
sensitive to domestic and global economic conditions and other factors beyond
our control.




The
Terrorist Attacks on September 11, 2001, and their Aftermath, Have Created
Economic, Political and Regulatory Uncertainties, Some of Which May Materially
Harm Our Business and Prospects and Our Ability to Conduct Business in the
Ordinary Course.




The terrorist attacks that took place
in the United States on September 11, 2001, have adversely affected many
businesses, including our business. The national and global responses to these
terrorist attacks, which are varied and unpredictable, may materially adversely
affect us in ways we cannot currently predict. Some of the possible future
effects include reduced business activity by our customers, increased shipping
costs, changes in security measures or regulatory requirements for air and other
travel and reductions in available commercial flights that may make it more
difficult for us to arrange for the transport of our customers' freight and
increased credit and business risk for customers in industries that were
severely affected by the attacks.




Our
Ability to Serve Our Customers Depends on the Availability of Cargo Space from
Third Parties.




Our ability to serve our customers
depends on the availability of air and sea cargo space, including space on
passenger and cargo airlines and ocean carriers that service the transportation
lanes that we use. Shortages of cargo space are most likely to develop around
holidays and in especially heavy transportation lanes. In addition, available
cargo space could be reduced as a result of decreases in the number of passenger
airlines or ocean carriers serving particular shipment lanes at particular
times. This could occur as a result of economic conditions, transportation
strikes, regulatory changes and other factors beyond our control. Our future
operating results could be adversely affected by significant shortages of
suitable cargo space and associated increases in rates charged by passenger
airlines or ocean carriers for cargo space.




We
May Lose Business to Competitors.




Competition within the freight industry
is intense. We compete in North America primarily with fully integrated
carriers, including much larger and well-financed national companies and smaller
freight forwarders. Internationally, we compete primarily with the major
European-based freight forwarders. We expect to encounter continued competition
from those forwarders that have a predominantly international focus and have
established international networks, including those based in the United States
and Europe. We also expect to continue to encounter competition from other
forwarders with nationwide networks, regional and local forwarders, passenger
and cargo air carriers, trucking companies, cargo sales agents and brokers, and
carriers and associations of shippers organized for the purpose of consolidating
their members' shipments to obtain lower freight rates from carriers. As a
customs broker and ocean freight forwarder, we encounter strong competition in
every port in which we do business, often competing with large domestic and
foreign firms as well as local and regional firms. Our inability to compete
successfully in our industry could cause us to lose customers or lower the
volume of our shipments.


10


Our
Success Depends on the Efforts of Our Founders and Other Key Managers and
Personnel.




Our founder, James N. Jannello,
continues to serve as Executive Vice President and Chief Executive Officer with
William J. Lally, serving as President and Chief Operating Officer. We believe
that our success is highly dependent on the continuing efforts of Mr. Jannello
and the other executive officers and key employees, as well as our ability to
attract and retain other skilled managers and personnel. None of our officers or
key employees is subject to employment contracts. The loss of the services of
any of our key personnel could have a material adverse effect on
us.




Janel’s
Officers and Directors Control the Company.




The officers and directors of the
company control the vote of approximately 67% of the outstanding shares of
common stock. The company's stock option plan provides 1,600,000 shares of
common stock regarding which options may be granted to key employees of the
company. As a result, the officers and directors of the company control the
election of the company's directors and will have the ability to control the
affairs of the company.Furthermore, they will, by virtue of their control of a
large majority of the voting shares, have controlling influence over, among
other things, the ability to amend the company's Certificate of Incorporation
and By-Laws or effect or preclude fundamental corporate transactions involving
the company, including the acceptance or rejection of any proposals relating to
a merger of the company or an acquisition of the company by another
entity.




10.Failure
to Comply with Governmental Permit and Licensing Requirements Could Result in
Fines or Revocation of Our Operating Authorities, and Changes in These
Requirements Could Adversely Affect Us.




Our operations are subject to various
state, local, federal and foreign regulations that in many instances require
permits and licenses. Our failure to maintain required permits or licenses, or
to comply with applicable regulations, could result in substantial fines or
revocation of our operating authorities. Moreover, government deregulation
efforts, "modernization" of the regulations governing customs clearance and
changes in the international trade and tariff environment could require material
expenditures or otherwise adversely affect us.




Our
Stock Price Is Subject to Volatility.




Our common stock trades on the OTC
Bulletin Board under the symbol "JLWT." The market price of our common stock has
been subject to significant fluctuations. Such fluctuations, as well as economic
conditions generally, may adversely affect the market price of our
securities.


11


We
Have No Assurance of a Continued Public Trading Market.




Janel’s common stock is quoted in the
over-the-counter market on the OTC Bulletin Board and is subject to the
low-priced security or so-called "penny stock" rules that impose additional
sales practice requirements on broker-dealers who sell such securities. For any
transaction involving a penny stock, the rules require, among other things, the
delivery, prior to the transaction, of a disclosure schedule required by the SEC
relating to the penny stock market.The broker-dealer also must disclose the
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities.Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held in the
customer's account. As a result, characterization as a “penny stock” can
adversely affect the market liquidity for the securities.




We
Have No History of Paying Dividends.




Janel has not paid cash dividends on
our common stock. We currently anticipate that we will retain all future
earnings for use in our business and do not anticipate paying any cash dividends
in the foreseeable future.




Item
1B. Unresolved Staff Comments.




None.





Item
      2.
            Properties.




Janel leases all of its office
facilities. The executive offices in Jamaica, New York consist of
approximately5,000
square feetof
office space adjoined by 9,000 square feet of warehouse space, all subject to a
lease with a term ending January 31, 2010, and an annual base rent of $145,500.
Its administrative office in Lynbrook, New York is approximately 1,459 square
feet and is occupied under a lease which is being renewed to expire February 28,
2013, with an annual base rent of $38,381.74 for 2007, which increases at the
rate of 3% per year of the lease.The company also has the use of a small office
in a Ferrara warehouse in Hillside, New Jersey, without charge. Janel’s Elk
Grove Illinois office occupies approximately 2,063 square feet with an
additional 800 square feet of warehouse space under a lease which expires
November 30, 2009, with an annual rent of $40,536. The Champaign, Illinois
office we obtained in the October 2007 asset acquisition has approximately 2,400
square feet subject to a lease ending August 31, 2008 (renewable for 3 more
years), with an annual base rent of $34,968. Janel’s Georgia location occupies
approximately 3,000 square feet of office and warehouse space, under a lease
which expires in August 31, 2009 with an annual rent of $30,066 which increases
to $30,968 on September 1, 2008. Janel’s Los Angeles office occupies
approximately 3,000 square feet of office under a lease which expires in June
2012 with an annual rent of $72,000 through December 31, 2008, with annual
increases based upon the CPI with a limit of up to 4.5% per year. Certain of the
leases also provide for annual increases based upon increases in taxes or
service charges.




Item
      3.
            Legal
      Proceedings.




Subsequent to the October 2007
acquisition of certain assets of Order Logistics, Inc. (“OLI”), a Delaware
corporation, consisting principally of proprietary technology, office locations
and personnel, and customer relationships, Janel learned that immediately prior
to the closing of the acquisition, OLI had entered into an undisclosed agreement
with a third party (the “Settlement Agreement”) which permitted that party to
use OLI proprietary technology and customer relationships being purchased by
Janel, and to solicit OLI employees in its South Carolina office. Janel believes
that OLI’s failure to disclose the Settlement Agreement prior to the closing of
the asset acquisition was a material violation of the OLI covenants,
representations and warrantees set forth in the October 18, 2007 Asset Purchase
Agreement which has damaged the value of the assets acquired by
Janel.


12


On February 11, 2008, Janel World
Trade, Ltd. (“Janel”) filed a lawsuit in the United States District Court for
the Southern District of New York against defendants World Logistics Services,
Inc. (“World Logistics”), a Delaware Corporation formerly known as “Order
Logistics, Inc.;” Richard S. Francis ("Francis”), the President of World
Logistics; and Brian P. Griffin (“Griffin”), who was the Chief Executive Officer
of World Logistics when Janel completed an acquisition in October 2007 of
certain World Logistics assets consisting of proprietary technology,
intellectual property (including the name “Order Logistics”), office equipment,
and customer lists for Janel's exclusive use in the management and expansion of
Janel’s international integrated logistics transport services business. The
technology was acquired by Janel to enable it to integrate the tracking of all
of the different aspects of the production, movement and delivery of goods,
making the entire process electronically visible in “real time” by both its
managers and clients.





Janel claims that the defendants made
false and misleading statements of material facts concerning the exclusivity of
the rights to the assets which were offered and sold to Janel by having
concealed and withheld the provisions of a settlement agreement with a
third-party business associate and creditor made only two days before the
closing of the asset sale, in which World Logistics agreed to the cancellation
of a restrictive covenant which had prevented the creditor from using World
Logistics proprietary computer software, or soliciting its list of valuable
customers and employees.





Janel has charged that the defendants
violated the anti-fraud provisions of the federal securities laws, committed
common law fraud, breach of contract and other wrongdoing, with the specific
intent to defraud Janel and obtain 285,000 shares of its newly authorized Class
B convertible preferred stock, and more than $2,300,000 in payments by Janel of
the defendants long overdue obligations to suppliers, creditors and tax
authorities.





In May 2008, the defendants filed a
motion to dismiss the case based upon the defendants' claim that the complaint
"fails to state a claim upon which relief may be granted." The company filed a
brief opposing the defendants' motion. In March 2009, the court entered an order
denying the defendants motions to dismiss in their entirety. In April 2009 the
defendants filed answers to the company's complaint, and counterclaimed that the
company breached agreements and withheld payments due to the defendants. In May
2009, the company filed replies denying each of the counterclaims as
meritless.




Item
      4.
            Submission
      of Matters to a Vote of Security
Holders.




There was no submission of matters to a
vote of security holders during the company’s fiscal year ended September 30,
2008, except for the re-election of the board of directors by written consent of
a majority of the company’s shareholders in July 2008.





13


PART
II





Item
      5.
            Market
      for Registrant’s Common Equity and Related Stockholder Matters, and Issuer
      Purchases of Equity Security
Securities.




(b)           The
company's common stock is quoted on the OTC Bulletin Board. The following table
sets forth the range of the high and low bid prices for the company's common
stock as reported on the OTC Bulletin Board for the periods indicated.
Quotations do not necessarily represent actual transactions and do not reflect
related mark-ups, mark-downs or commissions:




Fiscal 2008
                  
                  High Bid
                  
                  
                  Low BidFirst
      Quarter
                  
                  $
                  1.28
                  
                  
                  $
                  .50Second
      Quarter
                  
                  $
                  1.43
                  
                  
                  $
                  1.05Third
      Quarter
                  
                  $
                  1.24
                  
                  
                  $
                  1.03Fourth
      Quarter
                  
                  $
                  1.22
                  
                  
                  $
                  .90




Fiscal 2007
                  
                  High Bid
                  
                  
                  Low BidFirst
      Quarter
                  
                  $
                  .69
                  
                  
                  $
                  .35Second
      Quarter
                  
                  $
                  .71
                  
                  
                  $
                  .43Third
      Quarter
                  
                  $
                  .53
                  
                  
                  $
                  .42Fourth
      Quarter
                  
                  $
                  .50
                  
                  
                  $
                  .40




Fiscal 2006
                  
                  High Bid
                  
                  
                  Low BidFirst
      Quarter
                  
                  $
                  1.12
                  
                  
                  $
                  0.61Second
      Quarter
                  
                  $
                  1.30
                  
                  
                  $
                  0.87Third
      Quarter
                  
                  $
                  1.20
                  
                  
                  $
                  0.65Fourth
      Quarter
                  
                  $
                  0.80
                  
                  
                  $
                  0.41




At September 9, 2009, the company had
50 holders of record and approximately 620 beneficial holders of its shares of
common stock. On September 9, 2009, the last sale price of the shares of common
stock as reported by the OTC Bulletin Board was $1.04 per
share.


14




ISSUER PURCHASES OF EQUITY SECURITIESPeriod
                                        
                                        (a) Total
                                          Number of
                                          Shares (or
                                          Units)
                                          Purchased
                                        
                                        
                                        (b) Average
                                          Price Paid
                                          per Share
                                          (orUnit)
                                        
                                        
                                        (c) Total Number
                                          of Shares (or
                                          Units) Purchased
                                          as Part of
                                          Publicly
                                          Announced Plans
                                          or Programs
                                        
                                        
                                        (d) Maximum Number
                                          (or Approximate
                                          DollarValue) of Shares
                                          (orUnits) that May Yet
                                          BePurchased Under
                                          thePlans or ProgramsMonth #1
      (identify beginning and ending dates)
                                        
                                        
                                        7-1-07/7-31-07
                                          -0-
                                        
                                        
                                        
                                        -0-
                                        
                                        
                                        
                                        -0-
                                        
                                        
                                        
                                        183,000Month
      #2 (identify beginning and ending dates)
                                        
                                        
                                        8-1-07/8-31-07
                                          20,000
                                        
                                        
                                        
                                        .446
                                        
                                        
                                        
                                        20,000
                                        
                                        
                                        
                                        163,000Month
      #3 (identify beginning and ending dates)
                                        
                                        
                                        9-1-07/9-30-07
                                          -0-
                                        
                                        
                                        
                                        -0-
                                        
                                        
                                        
                                        -0-
                                        
                                        
                                        
                                        163,000Total
                                        
                                        
                                        20,000
                                        
                                        
                                        
                                        .446
                                        
                                        
                                        
                                        20,000
                                        
                                        
                                        
                                        163,000




Item
6.               Selected
Financial Data.




Year
Ended September 30,




2007
                    
                    
                    2006
                    
                    
                    2005
                    
                    
                    2004
                    
                    
                    2003Freight
      Forwarding Revenues
                    
                    $
                    74,947,442
                    
                    
                    $
                    77,220,070
                    
                    
                    $
                    73,484,334
                    
                    
                    $
                    69,981,639
                    
                    
                    $
                    56,916,276Net
      Income
                    
                    $
                    322,979
                    
                    
                    $
                    56,995
                    
                    
                    $
                    430,019
                    
                    
                    $
                    264,355
                    
                    
                    $
                    196,787Net
      Income per common share
                    
                    $
                    0.0184
                    
                    
                    $
                    0.0034
                    
                    
                    $
                    0.02553
                    
                    
                    $
                    0.0157
                    
                    
                    $
                    0.0117Total
      Assets
                    
                    $
                    8,317,501
                    
                    
                    $
                    6,743,091
                    
                    
                    $
                    6,731,129
                    
                    
                    $
                    7,030,489
                    
                    
                    $
                    5,798,260Long-Term
      Obligations
                    
                    $
                    81,118
                    
                    
                    $
                    84,905
                    
                    
                    $
                    92,140
                    
                    
                    $
                    100,530
                    
                    
                    $
                    78,568Cash
      Dividends Declaredper
      common share
                    
                    
                    N/A
                    
                    
                    
                    N/A
                    
                    
                    
                    N/A
                    
                    
                    
                    N/A
                    
                    
                    
                    N/A


15




Item
      7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.




Forward-Looking
Statements




The statements contained in all parts
of this document that are not historical facts are, or may be deemed to be,
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such
forward-looking statements include, but are not limited to, those relating to
the following: the effect and benefits of the company’s reverse merger
transaction; Janel’s plans to reduce costs (including the scope, timing, impact
and effects thereof); potential annualized cost savings; plans for direct entry
into the trucking and warehouse distribution business (including the scope,
timing, impact and effects thereof); the company's ability to improve its cost
structure; plans for opening additional domestic and foreign branch offices
(including the scope, timing, impact and effects thereof); the sensitivity of
demand for the company's services to domestic and global economic and political
conditions; expected growth; future operating expenses; future margins;
fluctuations in currency valuations; fluctuations in interest rates; future
acquisitions and any effects, benefits, results, terms or other aspects of such
acquisitions; ability to continue growth and implement growth and business
strategy; the ability of expected sources of liquidity to support working
capital and capital expenditure requirements; future expectations and outlook
and any other statements regarding future growth, cash needs, operations,
business plans and financial results and any other statements that are not
historical facts.




When used in this document, the words
"anticipate," "estimate," "expect," "may," "plans," "project," and similar
expressions are intended to be among the statements that identify
forward-looking statements. Janel’s results may differ significantly from the
results discussed in the forward-looking statements. Such statements involve
risks and uncertainties, including, but not limited to, those relating to costs,
delays and difficulties related to the company's dependence on its ability to
attract and retain skilled managers and other personnel; the intense competition
within the freight industry; the uncertainty of the company's ability to manage
and continue its growth and implement its business strategy; the company's
dependence on the availability of cargo space to serve its customers; effects of
regulation; its vulnerability to general economic conditions and dependence on
its principal customers; accuracy of accounting and other estimates; risk of
international operations; risks relating to acquisitions; the company's future
financial and operating results, cash needs and demand for its services; and the
company's ability to maintain and comply with permits and licenses; as well as
other risk factors described in this Annual Report. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
projected.




Overview




The following discussion and analysis
addresses the results of operations for the fiscal year ended September 30,
2007, as compared to the results of operations for the fiscal year ended
September 30, 2006; the fiscal year ended September 30, 2006 as compared to the
results of operations for the fiscal year ended September 30, 2005; and the
results of operations for the fiscal year ended September 30, 2005, as compared
to the results of operations for the fiscal year ended September 30, 2004. The
discussion and analysis then addresses the liquidity and financial condition of
the company, and other matters.




Results
of Operations




Janel operates its business as a single
segment primarily comprised of full-service cargo transportation logistics
management, including freight forwarding via air, ocean and land-based carriers,
customs brokerage services, warehousing and distribution services, and other
value-added logistics services.


16




Fiscal
Year Ended September 30, 2007 Compared to Fiscal Year Ended September 30,
2006




Revenue.Total revenue for
fiscal 2007 was $74,947,442, as compared to $77,220,070 for fiscal 2006, a
year-over-year decrease of $(2,272,628), or (2.9)%. The slight decrease in
revenue was primarily due to a generally quieter overall environment in
international trade during fiscal 2007 in all of the principal industry sectors
served by the company, which include wearing apparel and finished garments,
footwear, household appliances and electronics, and sporting goods and
accessories. Revenue in 2007 was also negatively affected by the continuing
substitution, when possible, of lower-priced ocean freight versus airfreight by
many of our customers. During fiscal 2007, the company essentially maintained
its overall business activities with existing clients, and through the addition
of new clients. Net revenue (revenue minus forwarding expenses) in fiscal 2007
was a record $8,172,364, an increase of $119,542, or 1.5%, as compared to
$8,052,822 in fiscal 2006.




Forwarding Expense.Forwarding
expense is primarily comprised of the fees paid by Janel directly to cargo
carriers to handle and transport its actual freight shipments on behalf of its
customers between initial and final terminal points. Forwarding expense also
includes any duties and/or trucking charges related to the shipments. For fiscal
year 2007, forwarding expense decreased by $2,392,170, or 3.5%, to $66,775,078,
as compared to $69,167,248 for fiscal year 2006.The company’s export business is
conducted predominantly by ocean freight. Continuing customer attention to and
improvements in supply-chain management and inventory planning resulted in a
reduced reliance on and frequency of time-critical shipments which require
airfreight. These factors have resulted in the increased use of lower-cost ocean
freight. As a general rule, ocean freight costs less than airfreight, and is
marked up at a lower percentage than are shipments via airfreight, i.e.,
forwarding expense as a percentage of revenue is generally higher (and the
company earns less) for ocean freight than for airfreight.




Selling, General and Administrative
Expense. Selling, general and administrative expense increased $325,321,
or 4.5%, to $ 7,624,360 in fiscal 2007, as compared to $7,299,039 in fiscal
2006. As a percentage of revenue, SG&A expense in fiscal 2007 was 10.17% as
compared to 9.45% as a percentage of revenue in fiscal 2006. The year-over-year
dollar increase in SG&A resulted from a general increase in most categories
of SG&A expenses in fiscal 2007, including the addition of up to seven
persons in sales and administrative capacities as compared to fiscal
2006.




Income Before Taxes.Income
before taxes in fiscal 2007 was $606,679, which represented a year-to-year
increase of $278,184, or 84.7%, as compared to income before taxes of $328,495
in fiscal 2006. The principal reason for the rise was the absence of any
stock-based compensation in fiscal 2007 in contrast to $452,360 of such
compensation, which was incurred in fiscal 2006.




Income Taxes..The
effective income tax rates in fiscal 2007 and fiscal 2006 are 47% and 83%,
respectively.The decrease of 36% is attributable to the absence of stock-based
compensation in 2007 as was paid in 2006, the stock warrant portion of which was
non-deductible. No deferred taxes were provided in 2006 in connection with the
issuance of the warrant.




Net Income.For fiscal 2007,
Janel reported net income of $322,979, an increase of $265,984, or 466.7%, as
compared to the reported net income of $56,995 in fiscal 2006. Janel’s net
profit margin (net income as a percent of net revenue) was 3.95% in fiscal 2007,
an increase of 324 basis points as compared to 0.71% in fiscal 2006. The
principal reason for the significant increase was the absence of a stock-based
compensation expense in fiscal 2007 in contrast to the negative effect on net
income resulting from the payment in fiscal 2006 of stock-based compensation in
the amount of $452,360.


17




Fiscal
Year Ended September 30, 2006 Compared to Fiscal Year Ended September 30,
2005




Revenue.Total revenue for
fiscal 2006 was a record $77,220,070, as compared to $73,484,334 for fiscal
2005, a year-over-year increase of $3,735,736, or 5.1%. The increase in revenue
was primarily due to the general improvement in international trade during
fiscal 2006 in all of the principal industry sectors served by the company, in
particular, wearing apparel and finished garments, household electronics, and
sporting goods and accessories. During fiscal 2006, the company increased its
overall business activities with existing clients, and through the addition of
new clients. Net revenue (revenue minus forwarding expenses) in fiscal 2006 was
a record $8,052,822, an increase of $442,161, or 5.8%, as compared to $7,610,661
in fiscal 2005.




Forwarding Expense.Forwarding
expense is primarily comprised of the fees paid by Janel directly to cargo
carriers to handle and transport its actual freight shipments on behalf of its
customers between initial and final terminal points. Forwarding expense also
includes any duties and/or trucking charges related to the shipments. For fiscal
year 2006, forwarding expense increased by $3,293,575, or 5.0%, to $69,167,248,
as compared to $65,873,673 for fiscal year 2005.The company’s export business is
conducted predominantly by ocean freight. Customer improvements in supply-chain
management and inventory planning have reduced the frequency of time-critical
shipments which require airfreight. These factors have resulted in the increased
use of lower-cost ocean freight. As a general rule, ocean freight costs less
than airfreight, and is marked up at a lower percentage than are shipments via
airfreight, i.e., forwarding expense as a percentage of revenue is generally
higher (and the company earns less) for ocean freight than for
airfreight.




Selling, General and Administrative
Expense. Selling, general and administrative expense increased $520,470,
or 7.7%, to $7,299,039 in fiscal 2006, as compared to $6,778,569 in fiscal 2005.
As a percentage of revenue, SG&A expense in fiscal 2006 was 9.45% as
compared to 9.22% as a percentage of revenue in fiscal 2005. The year-over-year
dollar increase in SG&A resulted from a general increase in most categories
of SG&A expenses in fiscal 2006, including increased commissions on
increased sales, as compared to fiscal 2005.




Income Before Taxes.Income
before taxes in fiscal 2006 was $328,495, which represented a year-to-year
decrease of $446,374, or 57.6%, as compared to income before taxes of $774,869
in fiscal 2005. The principal reason for the decline was the payment of
stock-based compensation in fiscal 2006 in the amount of $452,360, which
accounted for more than the total dollar decrease. No stock-based compensation
was paid in fiscal 2005.




Income Taxes.The
effective income tax rates in fiscal 2006 and fiscal 2005 are 83% and 44%,
respectively.The increase of 39% is attributable to the non-deductible stock
warrant issued as part of the stock-based compensation.No deferred taxes have
been provided in connection with the issuance of the warrant.




Net Income.For fiscal 2006,
Janel reported record net income of $56,995, a decrease of $373,024, or 86.7%,
as compared to the reported net income of $430,019 in fiscal 2005. Janel’s net
profit margin (net income as a percent of net revenue) was 0.71% in fiscal 2006,
a decline of 494 basis points as compared to 5.65% in fiscal 2005. The principal
reason for the significant decline was the negative effect on net income
resulting from the payment in fiscal 2006 of stock-based compensation in the
amount of $452,360.


18


Fiscal
Year Ended September 30, 2005 Compared to Fiscal Year Ended September 30,
2004




Revenue.Total revenue for
fiscal 2005 was a record $73,484,334, as compared to $69,981,639 for fiscal
2004, a year-over-year increase of $3,502,695, or 5.0%. The increase in revenue
was primarily due to the general improvement in international trade during
fiscal 2005 in all of the principal industry sectors served by the company, in
particular, wearing apparel and finished garments, household electronics, and
sporting goods and accessories. During fiscal 2005, the company substantially
increased its overall business activities with existing clients, and through the
addition of new clients, notwithstanding its elimination of nine low-margin
accounts that had accounted for approximately $10,800,000 of revenue during
fiscal 2004, but accounted for only approximately $550,000 of revenue in fiscal
2005. Net revenue (revenue minus forwarding expenses) in fiscal 2005 was a
record $7,610,661, an increase of $670,199, or 9.7%, as compared to $6,940,462
in fiscal 2004.




Forwarding Expense.For fiscal
year 2005, forwarding expense increased by $2,832,496, or 4.5%, to $65,873,673
as compared to $63,041,177 for fiscal year 2004. The percentage increase in
forwarding expense is less than the percentage increase in revenue because of
the elimination of low-margin customer accounts. The company’s export business
is conducted predominantly by ocean freight. Customer improvements in
supply-chain management and inventory planning reduced the frequency of
time-critical shipments which require airfreight. These factors resulted in the
increased use of lower-cost ocean freight.




Selling, General and Administrative
Expense. Selling, general and administrative expense increased $454,963,
or 7.2%, to $6,778,569 in fiscal 2005, as compared to $6,323,606 in fiscal 2004.
As a percentage of revenue, SG&A expense in fiscal 2005 was 9.22% as
compared to 9.03% as a percentage of revenue in fiscal 2004. The year-over-year
dollar increase in SG&A resulted from an increase in accounting, legal and
investor relations expenses, the hiring of three additional salespeople and the
related incremental expenses in fiscal 2005, and increased commissions on
increased sales, as compared to fiscal 2004.




Income (Loss) Before Taxes.Income before taxes in fiscal 2005 increased to a record $774,869, which
represented a year-to-year improvement of $305,914, or 65.2%, as compared to
income before taxes of $468,955 in fiscal 2004. Income before taxes was lower
than income before other items for the period primarily as the result of a
charge of $50,098 taken during the year reflecting costs related to abandoned
business acquisitions. The principal reason for the significant increase was the
elimination of low-margin customer accounts, increased business activity by new
customer accounts and increased shipping activity by existing
customers.




Income Taxes.The
effective income tax rates in both fiscal 2005 and fiscal 2004 generally reflect
the U.S. federal statutory rate and applicable state income taxes.




Net Income (Loss).For fiscal
2005, Janel reported record net income of $430,019, an increase of $165,664, or
62.7%, as compared to the reported net income of $264,355 in fiscal 2004.
Janel’s net profit margin (net income as a percent of net revenue) was 5.65% in
fiscal 2005, an improvement of 184 basis points as compared to 3.81% in fiscal
2004. The principal reason for the significant gain was the elimination of the
low-margin customer accounts, increased business activity by new customer
accounts and increased shipping activity by existing customers.


19


Liquidity
and Capital Resources




Janel’s ability to meet its liquidity
requirements, which include satisfying its debt obligations, funding working
capital, day-to-day operating expenses and capital expenditures depends upon its
future performance, which is subject to general economic conditions and other
factors, some of which are beyond its control.During the 12 months ended
September 30, 2007, Janel’s net working capital (total current assets less total
current liabilities) increased by $676,793, primarily as a result of a increase
in cash and cash equivalents of $1,127,775.




At September 30, 2007, cash increased
by $1,127,775 to $2,469,727 from $1,341,952 at September 30, 2006. For the 12
months ended September 30, 2007, Janel’s primary source of cash from operating
activities was a substantial increase in accounts payable and accrued expenses
of $1,117,750 as well as its net income of $322,979. The increase in its
accounts payable was largely offset by an increase in accounts receivable of
$534,634. In addition, proceeds from the sale of preferred stock provided
$464,395 in cash. During fiscal 2007, net cash was also used in investing
activities represented by the acquisition of property and equipment in the
amount of $138,844.




At September 30, 2006, cash increased
by $548,714 to $1,341,952 from $793,238 at September 30, 2005. For the 12 months
ended September 30, 2006, Janel’s primary source of cash was the adjustment to
net income of $452,360 representing the stock-based compensation expense as well
as its net income of $56,995. The decrease in its accounts receivable of
$524,990 was largely offset by a decrease in accounts payable of $490,156.During
fiscal 2006, net cash was also used in investing activities represented by the
acquisition of property and equipment in the amount of $43,478.




In March 2004, Janel increased its line
of credit with a bank from $1,500,000 to $2,000,000. In January 2005, Janel
entered into agreements providing for a transfer of its line of credit to
another bank on identical terms, except that the available line of credit
increased to $3,000,000. In July 2005, Janel decreased its line of credit from
$3,000,000 to $1,500,000 because its cash flow is adequate for financing its
receivables, and it obtained a reduced interest rate. At September 30, 2007,
Janel had increased year-over-year its available borrowing under its line of
credit by $200,000 to $1,700,000, bearing interest at prime less three-quarters
of one percent (0.75%) per annum, collateralized by substantially all the assets
of Janel and personal guarantees by certain shareholders of the company. In
October 2007, Janel borrowed the $1,700,000 available under its line of credit
for use in the acquisition of certain assets of OLI. Management believes that
anticipated cash flow before other items and availability under its expanded
line of credit are sufficient to meet its current working capital and operating
needs. However, the company is also proceeding with its comprehensive growth
strategy for fiscal 2006 and beyond, which encompasses a number of potential
elements, as detailed below under “Current Outlook.” To successfully execute
various of these growth strategy elements in the coming months, the company will
need to secure additional capital funding estimated at up to $10,000,000 during
that period. There is no assurance either that such additional capital as
necessary to execute the company’s business plan and intended growth strategy
will be available or, if available, will be extended to the company at mutually
acceptable terms.


20


Current
Outlook




Janel is primarily engaged in the
business of providing full-service cargo transportation logistics management,
including freight forwarding – via air, ocean and land-based carriers – customs
brokerage services, warehousing and distribution services, and other value-added
logistics services. Its results of operations are affected by the general
economic cycle, particularly as it influences global trade levels and
specifically the import and export activities of Janel’s various current and
prospective customers.Historically, the company’s quarterly results of
operations have been subject to seasonal trends which have been the result of,
or influenced by, numerous factors including climate, national holidays,
consumer demand, economic conditions, the growth and diversification of its
international network and service offerings, and other similar and subtle
forces.




In October 2007, Janel acquired the
brand and software technologies, customer relationships and related assets of
Order Logistics. Based upon the results for the fiscal year ended September 30,
2007, and its current operations, Janel conservatively projects that gross
revenue from its currently existing accounts and businesses for its fiscal year
ending September 30, 2008 will grow by approximately 5-10% to approximately
$78-$82 million.




In addition, Janel is progressing with
the implementation of its business plan and strategy to grow its revenue and
profitability for fiscal 2008 and beyond through other avenues. The company’s
strategy for growth includes plans to: open, as warranted, additional branch
offices domestically and/or outside the continental United States; introduce
additional revenue streams for its existing headquarters and branch locations;
proceed with negotiations and due diligence with privately held
transportation-related firms which may ultimately lead to their acquisition by
the company; expand its existing sales force by hiring additional
commission-only sales representatives with established customer bases; increase
its focus on growing revenue related to export activities; evaluate direct entry
into the trucking and warehouse distribution business as a complement to the
services already provided to existing customers; and continue its focus on
containing current and prospective overhead and operating expenses, particularly
with regard to the efficient integration of any additional offices or
acquisitions. Assuming successful execution of substantial elements of these
growth strategies, the company projects that gross revenue for fiscal 2008
(which may approximate $78 - $82 million) will be greater than its gross revenue
for fiscal 2007, and that profitability will be commensurately greater than
Janel’s fiscal 2007 results, as well.





Contractual
Obligations and Commitments





The following table presents, as of
September 30, 2007, the company’s significant fixed and determinable contractual
obligations, by payment date. Further discussion of the nature of the
obligations is included in Notes 8 and 12 to the Consolidated Financial
Statements:





Years
Ended September 30,





2008
                
                
                2009
                
                
                2010
                
                
                2011
                
                
                2012Long
      term debt due as follows (1):
                
                $
                3,795
                
                
                $
                2,550Operating
      lease obligations (2)
                
                $
                304,000
                
                
                $
                289,000
                
                
                $
                131,000
                
                
                $
                78,000
                
                
                $
                61,000





(1)
Represents principal payments only.


21





(2)
Leases represent future minimum lease payments under non-cancellable operating
leases (primarily the rental of premises). In accordance with accounting
principles generally accepted in the United States, the company’s operating
leases are not recorded in its balance sheet.





Critical
Accounting Policies and Estimates





Management’s Discussion and Analysis of
Financial Condition and Results of Operations discusses the company’s
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires management to make estimates
and assumptions about future events that affect the amounts reported in the
financial statements and accompanying notes. Since future events and their
effects cannot be determined with absolute certainty, the determination of
estimates requires the exercise of judgment. Actual results could differ from
those estimates, and such difference may be material to the financial
statements. The most significant accounting estimates inherent in the
preparation of our financial statements include estimates as to the appropriate
carrying value of certain assets and liabilities that are not readily apparent
from other sources, primarily allowance for doubtful accounts, accruals for
transportation and other direct costs, and accruals for cargo insurance.
Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable under the circumstances. We
reevaluate these significant factors as facts and circumstances change.
Historically, actual results have not differed significantly from our estimates.
These accounting policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated financial statements included
in this Annual Report on Form 10-K for the fiscal year ended September 30,
2006.





Management believes that the nature of
the company’s business is such that there are few, if any, complex challenges in
accounting for operations. Revenue recognition is considered the critical
accounting policy due to the complexity of arranging and managing global
logistics and supply-chain management transactions.





Revenue
Recognition





Revenues are derived from airfreight,
ocean freight and custom brokerage services. The company is a non-asset-based
carrier and accordingly does not own transportation assets. The company
generates the major portion of its air and ocean freight revenues by purchasing
transportation services from direct carriers (airlines, steam ship lines, etc.)
and reselling those services to its customers. By consolidating shipments from
multiple customers and availing itself of its buying power, the company is able
to negotiate favorable rates from the direct carriers, while offering to its
customers lower rates than the customers could obtain
themselves.


22


Airfreight revenues include the charges
for carrying the shipments when the company acts as a freight consolidator.
Ocean freight revenues include the charges for carrying the shipments when the
company acts as a Non-Vessel Operating Common Carrier (NVOCC).In each case, the
company is acting as an indirect carrier.When acting as an indirect carrier, the
company will issue a House Airway Bill (HAWB) or a House Ocean Bill of Lading
(HOBL) to customers as the contract of carriage.In turn, when the freight is
physically tendered to a direct carrier, the company receives a contract of
carriage known as a Master Airway Bill for airfreight shipments and a Master
Ocean Bill of Lading for ocean shipments.At this point the risk of loss passes
to the carrier, however, in order to claim for any such loss, the customer is
first obligated to pay the freight charges.





Based upon the terms in the contract of
carriage, revenues related to shipments where the company issues a HAWB or a
HOBL are recognized at the time the freight is tendered to the direct
carrier.Costs related to the shipments are recognized at the same
time.





Revenues realized when the company acts
as an agent for the shipper and does not issue a HAWB or a HOBL include only the
commission and fees earned for the services performed.These revenues are
recognized upon completion of the services.





Customs brokerage and other services
involves provide multiple services at destination including clearing shipments
through customs by preparing required documentation, calculating and providing
for payment of duties and other charges on behalf of the customers, arranging
for any required inspections, and arranging for final delivery.These revenues
are recognized upon completion of the services.





The movement of freight may require
multiple services. In most instances the company may perform multiple services
including destination breakbulk and value added services such as local
transportation, distribution services and logistics management.Each of these
services has separate fee that is recognized as revenue upon completion of the
service.





Customers will frequently request an
all-inclusive rate for a set of services that is known in the industry as
“door-to-door services.”In these cases, the customer is billed a single rate for
all services from pickup at origin to delivery.The allocation of revenue and
expense among the components of services when provided under an all inclusive
rate are done in an objective manner on a fair value basis in accordance with
Emerging Issues Task Force (EITF) 00-21, “Revenue Arrangements with Multiple
Deliverables.”





Estimates





While judgments and estimates are a
necessary component of any system of accounting, the company’s use of estimates
is limited primarily to the following areas that in the aggregate are not a
major component of the company’s consolidated statements of income:





a.
            accounts
      receivable valuation;


b.
            the
      useful lives of long-term assets;


c.
            the
      accrual of costs related to ancillary services the company provides;
      and


c.
            accrual
      of tax expense on an interim
basis.


23





Management believes that the methods
utilized in all of these areas are non-aggressive in approach and consistent in
application. Management believes that there are limited, if any, alternative
accounting principles or methods which could be applied to the company’s
transactions. While the use of estimates means that actual future results may be
different from those contemplated by the estimates, the company believes that
alternative principles and methods used for making such estimates would not
produce materially different results than those reported.





Item
7a.             Quantitative
and Qualitative Disclosures About Market Risk.





Not applicable.





Item
8.               Financial
Statements and Supplementary Data.





The financial statements and
supplementary data required by this Item 8 are included in the company’s
Consolidated Financial Statements listed in Item 15(a) of this Annual
Report.





Item
9.               Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.





Not applicable.





Item
9A.       Controls and Procedures.




Management’s
Evaluation of Disclosure Controls and Procedures
   As of
September 30, 2008, the end of the period covered by this report, an evaluation
was performed under the supervision of the Chief Executive Officer and Chief
Financial Officer, of the company’s disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer, concluded
that the company’s disclosure controls and procedures were effective as of
September 30, 2008 to ensure that material information is recorded, processed,
summarized and reported by company’s management on a timely basis in the
company’s reports filed under the Exchange Act.
 
 24
  Management’s
Report On Internal Control Over Financial Reporting
 
  Our
company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined under
Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934. Our
system of internal control was designed to provide reasonable assurance to
Janel’s management and Board of Directors regarding the preparation and fair
presentation of published financial statements.
   All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with policies or procedures may deteriorate.
   Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of September 30, 2008. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission inInternal Control —
Integrated Framework . Based on its assessment, management has concluded
that the company’s internal control over financial reporting was effective as of
September 30, 2008.
 
 This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management's report
in this annual report.
 Item
9B.            Other
Information.





None


25


PART
III





Item
10.             Directors,
Executive Officers and Corporate Governance.





The executive officers and directors
of the Registrant are as follows:




Name
                  Age
                  PositionStephen
      P. Cesarski
                  64
                  President
      EmeritusJames
      N. Jannello
                  63
                  Executive
      Vice President,
                    Chief
      Executive Officer and DirectorWilliam
      J. Lally
                  54
                  President,
      Chief Operations Officer and DirectorNoelJ.
      Jannello
                    
                    Vincent
      Iacopella
                  36
                    
                    40
                  Director
      and Vice President
                    
                    DirectorRuth
      Werra
                  66
                  SecretaryLinda
      Bieler
                  46
                  Controller
      and Chief Financial and Accounting
Officer




Stephen
P. Cesarski was the President and a director of Janel from 1978 to May 2009.Mr.
Cesarski was the Chief Operating Officer and principally engaged in sales and
marketing, and management of the export side of the company's
business.




James N.
Jannello is the Executive Vice President and a director, and has been the Chief
Executive Officer of Janel since it was founded in 1974. Mr. Jannello's
principal function is the overseeing of all of the company's operations,
management of the import side of the business and the setting of billing rates
and charges, and the maintenance of relationships with overseas agents
worldwide. Mr. Jannello is a licensed Customs House Broker.




William J. Lally was elected
President and Chief Operating Officer on May 18, 2009, upon the retirement of
Stephen P. Cesarski after 31 years as President. Mr. Lally was initially
employed by Janel in Chicago in May 1979, where he was the President of the
Janel Group of Illinois, Inc.Mr. Lally became a director of the company in July
2002.




Noel J. Jannello was initially
employed by Janel in 1995, and has been a Vice President and operations
executive since 2003. His principal function is the overseeing of the company's
U.S. operations. Mr. Jannello is a graduate of Bradley University (B.A.,
Advertising & Marketing, 1993), and is the son of James N.
Jannello.




Vincent Iacopella has been the
Managing Director of The Janel Group of Los Angeles since 2004, and was the
driving force in reorganizing the Los Angeles office into profitable operation.
Prior to joining Janel, Mr. Iacopella was the Managing Director and President of
the California subsidiary of Delmar Logistics, Inc. Mr. Iacopella is a member of
the board of directors of Los Angeles Customs Brokers Freight Forwarders
Association. He has recently become the Secretary of The Pacific Coast Council
of Customs Brokers and Freight Forwarders Associations, Inc. Mr. Iacopella
attended New York University, and is a licensed customs broker.




Ruth Werra has been the Secretary of
Janel since 1994 and has been employed by the company since 1975. She is the
office manager of the New York executive office and oversees the maintenance of
Janel’s corporate records.Mrs. Werra also oversees the entry and clearance of
all personal effects shipments handled by the New York office.


26


Linda Bieler has been the Controller
of Janel since 1994. She is the Chief Financial and Accounting Officer and
oversees accounting operations for all branches, and manages its information
systems and generation of its reports.




Directors hold office until the next
annual meeting of shareholders and thereafter until their successors have been
duly elected and qualified. The executive officers are elected by the Board of
Directors on an annual basis and serve under the direction of the board.
Executive officers devote all of their business time to the company's
affairs.




Janel’s Board of Directors does not
yet include any "independent" directors, and the company does not have any
standing Audit, Compensation or Nominating Committees. The Board of Directors
met three times during fiscal 2007.




Item
11.             Executive
Compensation




Executive
Compensation - Discussion and Analysis




The primary objective of our
compensation and benefits program is to attract, motivate and retain our quality
executive talent, and support our business goals to enlarge the business and
increase its revenue and profitability. Our executive compensation is limited
to a small group of only six executives, and the amount of their
compensation is principally based upon the performance of each executive, the
funds reasonably available for compensation, and the achievement of our goals
for the growth of the business, its scope, and its profitability.





Our compensation approach is
necessarily tied to the annual results of our business, and the performance of
our executive officers. Historically, our company is one of the smaller freight
logistics businesses with their securities traded in the public market, and our
executive compensation program is limited to cash compensation depending upon
the funds available for such compensation, Our informal review of executive
compensation in our business group leads us to believe that our executive
compensation is smaller than the level of compensation of almost all of the
public companies in our business group (we do not engage in "benchmarking"). Our
board of directors reviews and approves executive compensation, bonus, and
benefits policies on a case-by-case basis, usually based on the recommendation
of our chief executive officer's subjective assessment of performance, and the
funding reasonably available for executive compensation. When performance,
business, or profitability are increased, executive compensation may be
increased, and when it decreases, executive compensation is unchanged or
decreased.





Compensation
of Directors





Our directors are reimbursed for their
reasonable expenses as a member of the board of directors, but they do not
receive any compensation for serving as such.





Employment
Agreements





We have not entered into
any written employment agreements with our officers and directors. We do
not contemplate entering into any employment agreements until such time as the
board of directors concludes that such agreements would be appropriate
under the circumstances of the development of the company's
business.


27





Long-Term
Incentive Plan Awards





We do not have any long-term incentive
plans that provide compensation intended to serve as incentive for
performance.





Committees
of the Board of Directors




Our Board of Directors has not
established any committees. There is no Audit Committee, Compensation Committee,
Nominating Committee, or any committee performing similar functions. The
functions which would have been assigned to those committees are undertaken by
the entire board as a whole.




We do not have a policy regarding the
consideration of any director candidates, which may be recommended by our
stockholders, including minimum qualifications for director candidates, nor has
our Board of Directors established a process for identifying and evaluating
director nominees. We have not adopted any policy procedure regarding the
handling of any potential recommendation of director candidates by our
stockholders.  Our Board has not considered or adopted any of such
policies, as we have never received a recommendation from any shareholder for
any candidate to serve on our Board of Directors. Given our relative size, and
lack of directors and officer’s insurance coverage, we do not anticipate that
any of our stockholders will make such a recommendation in the near future.
While there have been no nominations of additional directors proposed, in the
event such a proposal is made, all members of our Board will participate in the
consideration of director nominees.





None of our directors is an "audit
committee financial expert" within the meaning of Item 401(e) of
Regulation S-K. In general, an "audit committee financial expert" is an
individual member of the audit committee or Board of Directors who:





(a)           understands
generally accepted accounting principles and financial statements;


(b)           is
able to assess the general application of such principles in connection
with


accounting for estimates, accruals and
reserves;


(c)           has
experience preparing, auditing, analyzing or evaluating financial
statements


comparable to the breadth and
complexity to our financial statements;


(d)           understands
internal controls over financial reporting; and


(e)           understands
audit committee functions.




Summary
Compensation Table




The
following table sets forth, for the fiscal years ended September 30, 2007, 2006
and 2005, the cash compensation paid by the company, as well as certain other
compensation paid with respect to those years and months, to the Chief Executive
Officer and, to the extent applicable, each of the three other most highly
compensated executive officers of the company in all capacities in which they
served.


28





ANNUALCOMPENSATION
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          LONG-TERM COMPENSATIONNAME AND
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          AWARDS
                                                                                                                                                          
                                                                                                                                                          SECURITIES
                                                                                                                                                          
                                                                                                                                                          PAYOUTSPRINCIPAL
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          OTHER ANNUAL
                                                                                                                                                          
                                                                                                                                                          RESTRICTED
                                                                                                                                                          
                                                                                                                                                          UNDERLYING
                                                                                                                                                          
                                                                                                                                                          LTIP
                                                                                                                                                          
                                                                                                                                                          ALL OTHERPOSITION
                                                                                                                                                          YEAR
                                                                                                                                                          
                                                                                                                                                          SALARY
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          BONUS
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          COMPENSATION
                                                                                                                                                          
                                                                                                                                                          STOCK
                                                                                                                                                          
                                                                                                                                                          OPTIONS/SARS
                                                                                                                                                          
                                                                                                                                                          PAYOUTS
                                                                                                                                                          
                                                                                                                                                          COMPENSATION($)
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          ($)
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          ($)
                                                                                                                                                          
                                                                                                                                                          AWARDS ($)
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (#)
                                                                                                                                                          
                                                                                                                                                          ($)Stephen Cesarski (1)
                                                                                                                                                          2005
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          172,089
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          14,630
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          52,268
                                                                                                                                                          (1)President
                                                                                                                                                          2006
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          179,889
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          0
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          47,680
                                                                                                                                                          (1)2007
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          182,489
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          0
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          50,965
                                                                                                                                                          (1)James
      Jannello (2)
                                                                                                                                                          2005
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          178,480
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          14,630
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          48,910
                                                                                                                                                          (2)Executive
      Vice President
                                                                                                                                                          2006
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          187,475
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          52,318
                                                                                                                                                          (2)2007
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          195,436
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          46,713
                                                                                                                                                          (2)Noel
      J. Jannello (3)
                                                                                                                                                          2005
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          143,851
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          15,693
                                                                                                                                                          (3)Vice
      President
                                                                                                                                                          2006
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          164,460
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          17,510
                                                                                                                                                          (3)2007
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          169,515
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          19,192
                                                                                                                                                          (3)William
      Lally (4)
                                                                                                                                                          2005
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          109,382
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          20,000
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          13,715
                                                                                                                                                          (4)Director
                                                                                                                                                          2006
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          117,949
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          10,000
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          13,153
                                                                                                                                                          (4)2007
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          119,188
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          15,000
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          14,046
                                                                                                                                                          (4)Vincent
      Iacopella (5)
                                                                                                                                                          2005
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          145,205
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          5,813
                                                                                                                                                          (5)Director
                                                                                                                                                          2006
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          149,266
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          6,827
                                                                                                                                                          (5)2007
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          142,200
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          8,978
                                                                                                                                                          (5)





(1) Includes
$13,778, $15,259, and $15,755 of medical insurance premiums paid on behalf of
such individual for each of the fiscal years ended 2007, 2006, and 2005
respectively, $34,981, $30,248, and $34,437 for automobile and
automobile-related costs, including insurance, incurred on behalf of such
individual, for each of the fiscal years ended 2007, 2006, and 2005
respectively, and $2,206, $2,173, and $2,076 of 401K paid on behalf of such
individual for each of the fiscal years ended 2007, 2006, and 2005
respectively.





(2) Includes
$11,430, $13,366, and $12,435 of medical insurance premiums paid on behalf of
such individual for each of the fiscal years ended 2007, 2006, and 2005,
respectively, $32,947, $36,714, and $34,334 for automobile and
automobile-related costs, including insurance, incurred on behalf of such
individual, for each of the fiscal years ended 2007, 2006, and 2005
respectively, and $2,336, $2,238, and $2,141 of 401K paid on behalf of such
individual for each of the fiscal years ended 2007, 2006, and 2005
respectively.





(3) Includes
$6,000, $5,995, and $5,172of medical insurance premiums paid on behalf of such
individual for each of the fiscal years ended 2007, 2006, and 2005,
respectively, $11,678, $10,025, and $9,210, for automobile and
automobile-related costs, including insurance, incurred on behalf of such
individual, for each of the fiscal years ended 2007, 2006, and 2005
respectively, and $1,514, $1,487, and $1,311 of 401K paid on behalf of such
individual for each fiscal years ended 2007, 2006, and 2005
respectively.





(4) Includes
$14,046, $13,153, and $13,715 for automobile and automobile-related costs,
including insurance, incurred on behalf of such individual for each of the
fiscal years ended 2007, 2006, and 2005.





(5) Includes
$3,610, $3,079, and $2,633 of medical insurance premiums paid on behalf of such
individual for each of the fiscal years ended 2007, 2006, and 2005,
respectively, $3,946, $3,748, and $3,180, for automobile and automobile-related
costs, incurred on behalf of such individual for each of the fiscal years ended
2007, 2006, and 2005 respectively, and $1,422 of 401K paid on behalf of such
individual for the fiscal year ended 2007.


29





Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.







The following table includes shares
that beneficial owners have the right to acquire within 60 days, and sets forth
certain information regarding shares of common stock beneficially owned as of
September 8,. 2009, by (i) each person, known to the company, who beneficially
owns more than 5% of the common stock, (ii) each of the company's directors and
(iii) all officers and directors as a group:




JANEL WORLD TRADE LTD.
      AND SUBSIDIARIESSUMMARY
      COMPENSATION TABLECHANGE
      INPENSIONNON-EQUITY
                                          VALUE
      AND NON-INCENTIVE
                                          QUALIFIEDNAME
      AND PRINCIPAL
                                          
                                          
                                          
                                          STOCK
                                          OPTION
                                          PLAN
                                          DEFERRED
                                          ALL
      OTHERPOSITION
                                          YEAR
                                          SALARY
                                          BONUS
                                          AWARDS
                                          AWARDS
                                          COMPENSATION
                                          COMP.
      EARNINGS
                                          COMPENSATION
                                          
                                          TOTAL($)
                                          ($)
                                          ($)
                                          ($)
                                          ($)
                                          ($)
                                          ($)
                                          
                                          ($)James
      Jannello (1)
                                          2008
                                          199,280
                                          
                                          
                                          
                                          
                                          
                                          52,987
                                          (1)
                                          252,267Executive
      Vice President
                                          2007
                                          195,436
                                          
                                          
                                          
                                          
                                          
                                          46,713
                                          (1)
                                          242,149Chief
      Executive Officer
                                          2006
                                          187,475
                                          
                                          
                                          
                                          
                                          
                                          52,318
                                          (1)
                                          239,793Linda
      Bieler (2)
                                          2008
                                          114,750
                                          
                                          
                                          
                                          
                                          
                                          5,399
                                          (2)
                                          120,149Chief
      Financial Officer
                                          2007
                                          112,150
                                          
                                          
                                          
                                          
                                          
                                          5,804
                                          (2)
                                          117,9542006
                                          108,900
                                          
                                          
                                          
                                          
                                          
                                          5,364
                                          (2)
                                          114,264Stephen
      Cesarski (3)
                                          2008
                                          183,189
                                          
                                          
                                          
                                          
                                          
                                          46,627
                                          (3)
                                          229,816President
                                          2007
                                          182,489
                                          
                                          
                                          
                                          
                                          
                                          50,965
                                          (3)
                                          233,4542006
                                          179,889
                                          
                                          
                                          
                                          
                                          
                                          47,680
                                          (3)
                                          227,569Noel
      J. Jannello (4)
                                          2008
                                          199,680
                                          
                                          
                                          
                                          
                                          
                                          32,079
                                          (4)
                                          231,759Vice
      President
                                          2007
                                          169,515
                                          
                                          
                                          
                                          
                                          
                                          19,192
                                          (4)
                                          188,7072006
                                          164,460
                                          
                                          
                                          
                                          
                                          
                                          17,510
                                          (4)
                                          181,970William
      Lally (5)
                                          2008
                                          108,382
                                          
                                          
                                          
                                          
                                          
                                          24,689
                                          (5)
                                          133,071Director
                                          2007
                                          119,188
                                          15,000
                                          
                                          
                                          
                                          
                                          14,046
                                          (5)
                                          148,2342006
                                          117,949
                                          10,000
                                          
                                          
                                          
                                          
                                          13,153
                                          (5)
                                          141,102Vincent
      Iacopella (6)
                                          2008
                                          142,200
                                          
                                          
                                          
                                          
                                          
                                          18,133
                                          (6)
                                          160,333Director
                                          2007
                                          142,200
                                          
                                          
                                          
                                          
                                          
                                          8,978
                                          (6)
                                          151,1782006
                                          149,266
                                          
                                          
                                          
                                          
                                          
                                          6,827
                                          (6)
                                          156,093
 
 
 (1)          Includes
$12,165, $11,430, and $13,366 of medical insurance premiums paid on behalf of
such individual for each of the fiscal years ended 2008, 2007, and 2006,
respectively, $38,421, $32,947, and $36,714 for automobile and
automobile-related costs, including insurance, incurred on behalf of such
individual, for each of the fiscal years ended 2008, 2007, and 2006
respectively, and $2,401, $2,336, and $2,238 of 401K paid on behalf of such
individual  for each of the fiscal years ended 2008, 2007, and 2006
respectively.
 
 (2)          Includes
$3,965, $4,402, and $4,331 of medical insurance premiums paid on behalf of such
individual for each of the fiscal years ended 2008, 2007, and 2006,
respectively, and $1,434, $1,402 and $1,033 of 401K paid on behalf of such
individual for the fiscal years ended 2008, 2007 and 2006.
 
 (3)          Includes
$15,991, $13,778, and $15,259 of medical insurance premiums paid on behalf of
such individual for each of the fiscal years ended 2008, 2007, and 2006,
respectively, $28,430, $34,981, and $30,248 for automobile and
automobile-related costs, including insurance, incurred on behalf of such
individual, for each of the fiscal years ended 2008, 2007, and 2006
respectively, and $2,206, $2,206, and $2,173 of 401K paid on behalf of such
individual for each of the fiscal years ended 2008, 2007, and 2006
respectively.
 
 (4)          Includes
$5,999, $6,000, and $5,995  of medical insurance premiums paid on
behalf of such individual for each of the fiscal years ended 2008, 2007, and
2006, respectively, $24,518, $11,678, and $10,025, for automobile and
automobile-related costs, including insurance, incurred on behalf of such
individual, for each of the fiscal years ended 2008, 2007, and 2006
respectively, and $1,562, $1,514, and $1,487 of 401K paid on behalf of such
individual for each of the  fiscal years ended 2008, 2007, and 2006
respectively.
 
 (5)          Includes
$24,689, $14,046, and $13,153 for automobile and automobile-related costs,
including insurance, incurred on behalf of such individual for each of the
fiscal years ended 2008, 2007, and 2006.
 
 (6)          Includes
$3,734, $3,610, and $3,079 of medical insurance premiums paid on behalf of such
individual for each of the fiscal years ended 2008, 2007, and 2006,
respectively, $12,712, $3,946, and $3,748, for automobile and automobile-related
costs, incurred on behalf of such individual for each of the fiscal years ended
2008, 2007, and 2006 respectively, and $1,687 and $1,422 of 401K paid on behalf
of such individual for the fiscal years ended 2008 and 2007.


30





Common
Stock




Janel is authorized to issue up to
225,000,000 shares of common stock, $.001 par value each, of which 18,013,332
shares are currently issued and outstanding. The holders of common stock are
entitled to one vote for each share held of record on all matters to be voted on
by shareholders. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares of
common stock can elect all of the directors. The company's principal officers,
James N. Jannello, William J. Lally, Linda Bieler, and Noel J. Jannello, and the
former president and director Stephen P. Cesarski, collectively own 66.76% of
the issued and outstanding common stock and therefore can elect all of the
directors. The holders of common stock are entitled to receive dividends when
and if declared by the Board of Directors out of funds legally available
therefore. In the event of liquidation,dissolution or winding up of the company,
the owners of common stock are entitled to share all assets remaining available
for distribution after the payment of liabilities and after provision has been
made for each class stock, if any, having a preference over the common stock as
such. The common stock has no conversion, preemptive or other subscription
rights, and there are no redemption revisions applicable to the common
stock.




Preferred
Stock





The Board of Directors of the company
is authorized to issue up to 5,000,000 shares of preferred stock in one or more
series and to fix the rights, preferences, privileges and restrictions thereof,
including the dividend rights, dividend rate, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption price or
prices, liquidations preferences and the number of shares constituting any
series or the designations of such series, without any further vote or action by
the stockholders.It would be possible for the Board of Directors to issue shares
of such preferred stock in a manner which would make acquisition of control of
the company, other than as approved by the Board, exceedingly
difficult.





The company currently has outstanding
one million (1,000,000) shares of its Series A Convertible Preferred Stock, each
share of which is convertible at any time into one (1) share of its common
stock, and has authorized the issuance of up to 285,000 shares of its Series B
Convertible Preferred Stock, each share of which is convertible after October
18, 2009 into ten (10) shares of its common stock.


31


Savings
and Stock Option Plans




401(k) and Profit-Sharing
Plan.




The company maintains an Internal
Revenue Code Section 401(k) salary deferral savings and profit-sharing plan (the
"Plan") for all of its eligible employees who have been employed for at least
one year and are at least 21 years old.Subject to certain limitations, the Plan
allows participants to voluntarily contribute up to 15% of their pay on a
pre-tax basis.Under the Plan, the company may make matching contributions on
behalf of the pre-tax contributions made up to a maximum of 25% of the
participant's first 5% of compensation contributed as Elective Deferrals in the
year. All participants are fully vested in their accounts in the Plan with
respect to their salary deferral contributions, and are vested in company
matching contributions at the rate of 20% after three years of service, 40%
after four years of service, 60% after five years of service, 80% after six
years of service, with 100% vesting after seven years of service.




Stock Option Plan.




On December 12, 2002, Janel’s Board of
Directors and majority of its shareholders approved and adopted the Janel World
Trade, Ltd. Stock Option Incentive Plan (the “Option Plan”) providing for
options to purchase up to 1,600,000 shares of common stock for issuance to
valued employees and consultants of the company as an incentive for superior
performance.




To date, no options have been granted
under the Option Plan. The Option Plan is administered by the Board of
Directors, which is authorized to grant incentive stock options and non
qualified stock options to selected employees and consultants of the company and
to determine the participants, the number of options to be granted and other
terms and provisions of each option.




The exercise price of any incentive
stock option or nonqualified option granted under the Option Plan may not be
less than 100% of the fair market value of the shares of common stock of the
company at the time of the grant.In the case of incentive stock options granted
to holders of more than 10% of the voting power of the company, the exercise
price may not be less than 110% of the fair market value.




Under the terms of the Option Plan, the
aggregate fair market value (determined at the time of grant) of shares issuable
to any one recipient upon exercise of incentive stock options exercisable for
the first time during any one calendar year may not exceed $100,000.Options
granted under the Option Plan may be exercisable in either one, two or three
equal annual installments at the discretion of the Board of Directors, but in no
event may a stock option be exercisable prior to the expiration of six months
from the date of grant, unless the grantee dies or becomes disabled prior
thereto.Stock options granted under the Option Plan have a maximum term of 10
years from the date of grant, except that with respect to incentive stock
options granted to an employee who, at the time of the grant, is a holder of
more than 10% of the voting power of the company, the stock option shall expire
not more than five years from the date of the grant.The option price must be
paid in full on the date of exercise and is payable in cash or in shares of
common stock having a fair market value on the date the option is exercised
equal to the option price, as determined by the Board of Directors.




If a grantee’s employment by, or
provision of services to, the company shall be terminated,the Board of Directors
may, in its discretion, permit the exercise of stock options for a period not to
exceed one year following such termination of employment with respect to
incentive stock options and for a period not to extend beyond the expiration
date with respect to non qualified options,except that no incentive stock option
may be exercised after three months following the grantee’s termination of
employment, unless due to death or permanent disability, in which case the
option may be exercised for a period of up to one year following such
termination.


32


Transfer Agent.




The company's transfer agent for shares
of its Common Stock is Madison Stock Transfer, Inc., Brooklyn, NY
11229.




Item
13.            CERTAIN
RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.




Stephen P. Cesarski, a principal
shareholder and Janel’s former President and Chief Operating Officer, and James
N. Jannello, Janel’s Executive Vice President and Chief Executive Officer, each
own a 10% profit interest in each of Janel Shanghai and Janel Hong Kong, and
jointly own FCL/LCL International, Inc., a New York corporation which is a
consolidating indirect carrier executing paperwork for Janel, from which they
each receive approximately $10,000 per year.




As of the fiscal year end of September
30, 2008, James N. Jannello was indebted to the company in the aggregate sum of
$139,924, and William J. Lally was indebted in the aggregate amount of $2,650.
The officer loan to Mr. Jannello bears interest at 4% per annum. The officer
loan to Mr. Lally is non-interest bearing. The officer loans are due on
demand.




Policy
Regarding Related Party Transactions




We
recognize that related party transactions present a heightened risk of conflicts
of interest, and in connection with this offering we have adopted a written
policy for the review of all proposed transactions with a related
party.  Pursuant to the policy, our Board of Directors will review the
relevant facts and circumstances of all related party transactions including,
but not limited to, whether the transaction is on terms comparable to those that
could be obtained in arm’s-length dealings with an unrelated party, and the
extent of the related party’s interest in the transaction.  Pursuant
to the policy, no director may participate in any approval of a related party
transaction in which he or she is a related party.




The Board
of Directors, in its sole discretion, will either approve or disapprove the
transaction.  If advance approval of a transaction is not feasible,
the transaction may be preliminarily entered into by management, subject to
ratification of the transaction at the Board of Directors next
meeting.  If at that meeting the board does not ratify the
transaction, management shall make all reasonable efforts to cancel or annul
such transaction.




Certain
types of transactions, which would otherwise require individual review, have
been pre-approved by the Board of Directors.  These types of
transactions include, for example, (i) compensation to an officer or director
where such compensation is required to be disclosed in SEC filings,
(ii) transactions where the interest of the related party arises only by
way of a directorship or minority stake in another organization that is a party
to the transaction, and (iii) transactions involving competitive bids or
fixed rates.


33


Item
14.             Principal
Accounting Fees and Services.




Audit Fees




The aggregate fees billed by Paritz
& Company, P.A. for the annual audit were $27,500 and $25,000 for the
fiscal years ended September 30, 2007 and 2006, respectively,
and their fees for review of
the interim financial statements were $15,000 and $15,000 for the
fiscal years ended September 30, 2007 and 2006, respectively.




Financial
Information Systems Design and Implementation Fees




Paritz & Company, P.A. did not
render any professional services to Janel World Trade, Ltd. for financial
information systems design and implementation, as described in Paragraph 
(c)(4)(ii) of Rule 2-01 of Regulation  S-X, during the fiscal
years ended September 30, 2007 and 2006.




All Other Fees




The aggregate fees billed by Paritz
& Company, P.A. for all other services rendered to Janel World Trade, Ltd.
during the fiscal years ended September 30, 2007 and 2006, other than audit
services, were $1,100 in the fiscal year ended September 30, 2007, and
$3,700 for the fiscal year ended September 30, 2006. These "other fees"
were for services related to abandoned acquisitions and tax
services.





PART
IV




Item
15.         
    Exhibits, Financial Statement Schedules.




(a)
            Financial
      Statements.




Report of
Independent Registered Accounting Firm




Consolidated
Balance Sheets as at September 30, 2008 and 2007




Consolidated
Statement of Operations for the Years Ended September 30, 2008, 2007 and
2006




Consolidated
Statement of Changes in Stockholders’ Equity for the Years Ended September 30,
2008, 2007 and 2006




Consolidated
Statement of Cash Flows for the Years Ended September 30, 2008, 2007 and
2006.




Notes to
Consolidated Financial Statements




(c)
            Exhibits.




2.
            Agreement and Plan of Merger
      dated July 18, 2002 by and among Wine Systems Design, Inc., WSD
      Acquisition, Inc. and Janel World Transport,
    Ltd.*(b)




2.1
            Acquisition
      Agreement dated July 6, 2005 by and among Janel World Trade, Ltd., Freight
      Wings, Inc. and Harjinder P. Singh.*(d) (The transaction proposed in this
      document was subsequently
cancelled.)




3.1
            Articles
      of Incorporation of Wine Systems Design, Inc. (predecessor name) filed on
      August 31, 2000.*(a)




3.2
            By-laws
      of Wine Systems Design, Inc. (predecessor name) adopted on September 1,
      2000.*(a)


34


3.3
            Certificate
      of Correction of the preferences, rights, qualifications, limitations and
      restrictions of Series A Convertible Preferred
  Stock.*(j)




3.4
            Articles
      of Incorporation of Janel World Trade,
Ltd.*(j)




3.5
            Restated
      and Amended By-Laws of Janel World Trade,
Ltd.




4
            Form
      of Series A Warrant Agreement dated March 10, 2006, and form of Series A
      Warrant.*(f)




4.1
            Certificate
      of Designation of Series A Convertible Preferred Stock dated January 10,
      2007.*(i)




4.2
            Certificate
      of Designation of Series B Convertible Preferred Stock dated October 16,
      2007.*(j)




4.3
            Form
      of the Series B Warrant Agreement dated August 27, 2008, and the Form of
      the Series B Warrant.




5.1
            Opinion
      of counsel regarding the validity of the shares being
    offered.




10.1
            Janel
      Stock Option Incentive Plan adopted December 12,
  2002.




10.2
            Financial
      Public & Investor Relations Agreement signed March 10, 2006 by Janel
      World Trade, Ltd. and Strategic Growth International,
    Inc.*(f)




10.3
            Janel
      World Trade, Ltd. Securities Purchase Agreement with the Institutional
      Purchaser entered into January 10,
2007.*(i)




10.4
            Janel
      World Trade, Ltd. Registration Rights Agreement with the Institutional
      Purchaser entered into January 10,
2007.*(i)




10.5
            Asset
      Purchase Agreement among Janel World Trade, Ltd., Janel Newco, Inc. and
      Order Logistics, Inc. entered into October 18,
    2007.*(j)




10.6
            Asset
      Purchase Agreement between Janel World Trade, Ltd. and Ferrara
      International Logistics, Inc. entered into May 19, 2008.
      *(k)




10.7
            Sales
      Agency and Service Agreement between Janel World Trade, Ltd. and Ferrara
      International Logistics, Inc. entered into May 19, 2008.
      *(k)




10.8
            July
      18, 2008 Addendum to the Asset Purchase Agreement between Ferrara
      International Logistics, Inc. and Janel World Trade, Ltd. dated May 19,
      2008. *(l)




10.9
            Sands
      Brothers Series A Convertible Preferred Stock Purchase Agreement dated
      January 10, 2007.




10.10
            Sands
      Brothers Series A Convertible Preferred Stock Registration Rights
      Agreement dated January 10, 2007.




10.11
            Form
      of the Convertible Term Note Subscription
  Agreement.




10.12
            Form
      of the Convertible Term Note.




10.13
            Form
      of the Convertible Term Note Registration Rights
  Agreement.




10.14
            Form
      of the Series B Warrant Agreement dated August 27,
  2008.




10.15
            Form
      of the Placement Agent Agreement and Addendum dated July 17,
      2008.




35


10.16
            Form
      of the JPMorgan Chase Bank, N.A. Forbearance Agreement dated May 22,
      2009.




23.1
            Consent
      of Paritz & Company, P.A.




23.2         Letter
dated August 1, 2002, from Michael L. Stuck, C.P.A., P.C., the former
independent certifying accountant.*(c)




99.1         Janel
World Trade, Ltd. earnings release dated January 11, 2006, regarding the fiscal
year and fourth  quarter ended September 30, 2005.*(e)





99.1         August
17, 2006 Janel World Trade, Ltd. press release regarding the consolidated
financial results for the three and nine month periods ended June 30,
2006.*(g)





99.1         October
12, 2006 Janel World Trade, Ltd. press release regarding adoption of a stock
buy-back program.*(h)





99.1         February
20, 2008 Janel World Trade, Ltd. press release regarding the consolidated
financial results for the three month period ended December 31,
2008*(m)




99.1         May
16, 2008 Janel World Trade, Ltd. press release regarding the consolidated
financial results for the  three month period ended March 31,
2008*(n)


_________________________


*(a)
            Incorporated
      by reference to Exhibits filed as part of the Wine Systems Design, Inc.
      (predecessor name) Registration Statement on Form SB-2 under File No.
      333-60608, filed May 10, 2001.




*(b)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated September 10, 2002, filed July 30,
2002.




*(c)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K/A report
      dated September 10, 2002, filed August 1,
2002.




*(d)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K/A report
      dated July 6, 2005, filed July 12,
2005.




*(e)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated January 11, 2006, filed January 12,
2006.




*(f)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated March 10, 2006, filed March 17,
2006.




*(g)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated August 17, 2006, filed August 22,
2006.




*(h)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated October 13, 2006, filed October 16,
2006.




*(i)
            Incorporated
      by reference to Exhibits filed as part of the company’s Form 8-K Report
      dated January 10, 2007, filed January 17,
2007.




36


*(j)
            Incorporated
      by reference to Exhibits filed as part of the company’s Form 8-K Report
      dated October 18, 2007, filed October 22,
2007.




*(k)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated May 19, 2008, filed May 22,
2008.




*(l)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated July 18, 2008, filed July 24,
2008.




*(m)
            Incorporated
      by reference to Exhibits filed as part of the company's Form 8-K report
      dated February 20, 2008, filed February 28,
  2008.




*(n)
            Incorporated
      by reference to Exhibits filed as part of the company’s Form 8-K Report
      dated May 19, 2008, filed May 22,
2008.




(d)
            Financial
      Statement Schedules.




Schedules
      are omitted because they are not applicable, are not required or because
      the information is included in the company’s Consolidated Financial
      Statements or notes thereto.


37


SIGNATURES




Pursuant
to 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 on its behalf by
the undersigned, thereunto duly authorized.




September
14, 2009




JANEL
      WORLD TRADE, LTD.By:
                  /s/ James N. JannelloJames
      N. Jannello, Executive Vice President and Chief Executive
      Officer




Pursuant to the requirements of the
Securities Exchange Act of 1934, this Report been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.




/s/ James N. Jannello
                
                Executive Vice
      President, Chief Executive
                
                September
      14, 2009James
      N. Jannello
                
                Officer
      and Director/s/ William J. Lally
                
                President,
      Chief Operating Officer
                
                September
      14, 2009William
      J. Lally
                
                and
      Director/s/ NoelJ. Jannello
                
                Vice
      President and Director
                
                September
      14, 2009NoelJ.
      Jannello/s/ Stephen P. Cesarski
                
                Director
                
                September
      14, 2009Stephen
      P. Cesarski/s/ Vincent Iacopella
                
                Director
                
                September
      14, 2009Vincent Iacopella/s/ Linda Bieler
                
                Controller
      and Chief Financial and
                
                September
      14, 2009Linda
      Bieler
                
                Accounting
      Officer/s/ Ruth Werra
                
                Secretary
                
                September
      14, 2009Ruth
      Werra


38