SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(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, 2003

[_]      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 issued pursuant to Section 12(b) of the Act:

                                                    Name of exchange on
      Title of each class                             which registered
      -------------------                           -------------------

               None                                         None


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<PAGE>

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

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 an  accelerated  filer (as
defined in Rule 12b-2 of the Act). [_]

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. $1,246,180 (last sale as of 3/31/03)

                   (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: 16,843,000

                       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.

None.


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                                     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  1974  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  conducts  its  business  through a network  of  company-operated
facilities and independent agent relationships in most trading countries. During
fiscal  2003  (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  $56.9 million in 2003, $44.8 million
in 2002 and $46.7 million in 2001. In fiscal 2003, approximately 65% of revenue
related to import  activities,  10% to export, 20% to break-bulk and forwarding,
and 5% to  warehousing,  distribution  and  trucking.  By market,  the company's
revenue  in fiscal  2003  derived  from three  principal  industries:  consumer
wearing apparel/textiles - approximately 30-35% (unchanged from 2002); machines/
machine parts - approximately 25-30% (5% less than 2002); household appliances -
approximately  15% (unchanged  from 2002);  and sporting goods and accessories -
approximately 5% (increased from 2002).

   History

         Janel  commenced  business  in 1974 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. was 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


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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,  the 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.

         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."

         The company operates out of five leased locations in the United States:
Jamaica, New York  (headquarters);  Lynbrook,  New York (accounting);  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. Janel Shanghai,  Janel
Hong Kong and Janel China (Shenzhen)  operate as independently  owned franchises
within the company's network.  Janel's 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 Miami  (Florida)
and Janel Bangkok  (Thailand)  operate only as franchises  under the Janel name,
but are not otherwise  affiliated  with the  company's  corporate  network.  Mr.
Jannello, Janel's Executive Vice President, owns 50% of the Janel Miami office.

   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,  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.

         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.


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<PAGE>

         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 27 years of  experience  clearing  a wide range of goods
through U.S.  Customs,  from  automobiles  to heavy  machinery to textiles.  The
company currently has nine 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  repackaging,
domestic pickup and forwarding,  "hazmat"  certifications for hazardous cargoes,
letters of credit,  language translation services,  online shipment tracking and
electronic billing.

   Information Systems

         In May 2000,  Janel upgraded its information  system hardware to 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  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 tracing of
customer shipments.


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<PAGE>

   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 2003, 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
are: The Conair Corporation, Depa International, FAG Bearings Corporation, Ralph
Lauren Childrenswear, Heidelberg USA and Modell's Sporting Goods.

         James N. Jannello and Stephen P. Cesarski 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, 2003, Janel employed 65 people;  30 in its Jamaica,
New  York  headquarters;  5 in  Lynbrook,  New  York;  8 in Elk  Grove  Village,
Illinois;  6  in  Forest  Park,  Georgia;  and  16  in  Inglewood,   California.
Approximately  47  of  the  Company's   employees  are  engaged  principally  in
operations,  11 in finance  and  administration  and 7 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.

   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


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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 revenues 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.

   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  Customs  Service of the
Department of Treasury in each U.S.  Customs district in which it does business.
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.


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<PAGE>

   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.

Risk Factors

1.  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.

2. Acquisitions Involve Risks, Including Those Relating to:

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


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         - 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.

3.  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,  are
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;

         - wars, 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.

4. 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
revenues.  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.

5. The Terrorist Attacks on September 11, 2001, 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.


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         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.

6. 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
shipment 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  transportation  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.

7. 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.

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

         Our founder,  James N.  Jannello,  continues to serve as Executive Vice
President and Chief  Executive  Officer,  and Stephen P.  Cesarski  continues to
serve 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 are subject to employment  contracts.  The loss of the services of any
of our key personnel could have a material adverse effect on us.


                                       10
<PAGE>

9. Janel's Officers and Directors Control the Company.

         The  officers  and  directors  of  the  company  control  the  vote  of
approximately 72% 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.

11. 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.

12. 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.

13. 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 2.  Properties

         Janel leases all of its office  facilities.  The  executive  offices in
Jamaica,  New York  consist of  approximately  5,000 square feet of office space
adjoined by 9,000 square feet of warehouse  space, all subject to a lease with a


                                       11
<PAGE>

term ending  January  31,  2010,  and an annual  base rent of  $132,300  through
January  31,  2005,  and  $145,500  thereafter.  Its  administrative  office  in
Lynbrook,  New York is  approximately  1,318 square feet and is occupied under a
lease which expires  February 28, 2008, with an annual rent of $35,000 for 2004,
which  increases  to  $38,000 in the last year of the  lease.  Janel's  Illinois
office  occupies  approximately  2,063 square feet with an additional 800 square
feet of  warehouse  space under a lease which  expires  June 30,  2005,  with an
annual rent of $30,000.  Janel's Georgia location occupies  approximately  3,000
square feet of office and warehouse space, under a lease which expires in August
31,  2006 with an annual rent of $29,000.  Janel's Los Angeles  office  occupies
approximately  3,000 square feet of office  under a lease which  expires in June
2007 with an annual  rent of  $61,380.  Certain of the leases  also  provide for
annual increases based upon increases in taxes or service charges.

Item 3.  Legal Proceedings

         Janel is  occasionally  subject to claims and lawsuits which  typically
arise in the normal course of business. While the outcome of these claims cannot
be predicted with certainty, management does not believe that the outcome of any
of these legal  matters  will have a material  adverse  effect on the  company's
financial position or results of operations.

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, 2003.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         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 2003            High Bid       Low Bid
--------------         --------       -------
First Quarter           $ .67          $ .24

Second Quarter          $ .35          $ .21

Third Quarter           $ .67          $ .26

Fourth Quarter          $ .85          $ .52





Fiscal 2002            High Bid       Low Bid
--------------         --------       -------
First Quarter              --             --

Second Quarter             --             --

Third Quarter           $ .05          $ .01

Fourth Quarter          $2.25          $ .05

         At  December  1,  2003,  the  company  had 57  holders  of  record  and
approximately 600 beneficial  holders of its shares of common stock. On December
24,  2003,  the last sale price of the shares of common stock as reported by the
OTC Bulletin Board was $.90 per share.

         Securities which were issued or sold by the Registrant  within the past


                                       12
<PAGE>

three years and which were not registered  under the Securities Act of 1933 (the
"Securities Act"), are as follows:

         On July 22, 2002,  Janel's Board of Directors  authorized  the sale and
issuance of up to  1,803,000  shares of  restricted  common stock for a purchase
price of $.01 per share to a list of 43  employees  and five  consultants  as an
incentive for  performance.  A total of 1,801,000  shares were  purchased for an
aggregate  cash  consideration  of  $18,010,  all of which  was  applied  to the
company's general working capital.

         On October 28, 2002,  Janel's Board of Directors  approved an agreement
for the sale and  issuance of 42,000  shares of  restricted  common stock to the
company's  attorneys in consideration  for a reduction of $15,609 of outstanding
legal fees and costs,  which was  satisfied  by the issuance and delivery of the
shares.

         Exemption from registration under the Securities Act is claimed for the
sales of common stock referred to above in reliance upon the exemption  afforded
by Section 4(2) of the  Securities Act for  transactions  not involving a public
offering.  Each  certificate  evidencing  such  shares of common  stock bears an
appropriate restrictive legend, and "stop transfer" orders are maintained on the
company's  stock  transfer  records  with respect to each of the holders of that
common stock.  None of the sales involved  participation  by an underwriter or a
broker-dealer.

Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
                                                        Year Ended September 30,

------------------------------------------------------------------------------------------------------------------------------
                                               2003            2002                2001              2000              1999
------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>               <C>              <C>
Freight Forwarding Revenues               $ 56,916,276      $ 44,848,442       $ 46,650,094      $ 53,160,777     $ 46,862,628
                                          ------------      ------------       ------------      ------------     ------------
------------------------------------------------------------------------------------------------------------------------------
Net Income (Loss)                         $    196,787      $   (118,783)      $     38,966      $   (130,647)    $     12,632
                                          ------------      ------------       ------------      ------------     ------------
------------------------------------------------------------------------------------------------------------------------------
Net Income (Loss) per common share        $     0.0117      $    (0.0077)           N/A               N/A              N/A
                                          ------------      ------------       ------------      ------------     ------------
------------------------------------------------------------------------------------------------------------------------------
Total Assets                              $  5,798,260      $  4,726,296       $  4,732,370      $  5,038,883     $  5,095,406
                                          ------------      ------------       ------------      ------------     ------------
------------------------------------------------------------------------------------------------------------------------------
Long-Term Obligations                     $     78,568      $     78,568       $    153,619      $    212,343     $    260,493
                                          ------------      ------------       ------------      ------------     ------------
------------------------------------------------------------------------------------------------------------------------------
Cash Dividends Declared
------------------------------------------------------------------------------------------------------------------------------
  per common share                             N/A               N/A                N/A               N/A              N/A
                                          ------------      ------------       ------------      ------------     ------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       13
<PAGE>

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

         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.

         The  following   discussion  and  analysis  addresses  the  results  of
operations  for the fiscal year ended  September  30,  2003,  as compared to the
results of operations  for the fiscal year ended  September 30, 2002; the fiscal


                                       14
<PAGE>

year ended  September 30, 2002 as compared to the results of operations  for the
fiscal year ended  September  30, 2001;  and the results of  operations  for the
fiscal year ended  September  30, 2001, as compared to the results of operations
for the fiscal year ended  September 30, 2000.  The discussion and analysis then
addresses  the  liquidity  and  financial  condition of the  company,  and other
matters.

Results of Operations - Fiscal Year Ended  September 30, 2003 Compared to Fiscal
Year Ended September 30, 2002

         Revenue.

         Total  forwarding  revenue for fiscal 2003 was a record  $56,916,276 as
compared  to  $44,848,442  for  fiscal  2002,  a   year-over-year   increase  of
$12,067,834,  or 26.9%. The increase in revenue was primarily due to the general
improvement  in  international  trade during fiscal 2003 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 2003,  the company  substantially  increased its overall  business
activities with existing clients as well as through the addition of new clients,
with  the  company  having  serviced   approximately  1,000  individual  clients
accounting for approximately 28,000 shipments,  as compared to approximately 700
individual clients accounting for approximately 25,000 shipments in fiscal 2002.
Net revenue (forwarding revenue minus forwarding  expenses) in fiscal 2003 was a
record $6,315,977, an increase of $492,652 or 8.5%, as compared to $5,823,325 in
fiscal 2002.

         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 2003, forwarding expense increased by $11,575,182, or
29.7%,  to  $50,600,299  as  compared  to  $39,025,117  for  fiscal  year  2002.
Forwarding expense increased year-over-year at a slightly higher percentage than
forwarding revenue because,  in fiscal 2003, a somewhat higher proportion of the
company's  total shipments  utilized ocean freight,  for which the company earns
slightly lower margins than for air freight.

         Selling, General and Administrative Expense.

         Selling,  general and  administrative  expense increased  $385,007,  or
6.9%,  to  $5,956,591  in fiscal 2003 as compared to  $5,571,584 in fiscal 2002.
However, as a percentage of revenue,  SG&A expense in fiscal 2003 was 10.46%, an
improvement of 196 basis points as compared to 12.42% as a percentage of revenue
in fiscal 2002.

         Income from Operations.

         Janel's income from  operations  rose $105,880,  or 45.9%,  to a record
$336,652 in fiscal 2003 as compared to $230,682 in fiscal 2002.  The  relatively
greater  percentage  increase in operating income as compared to  year-over-year
revenue generally reflects the positive leverage effect derived from the largely
fixed nature of SG&A expense. The operating income margin (income from


                                       15
<PAGE>

operations  divided by net  revenue)  improved  by 137 basis  points to 5.33% in
fiscal 2003 from 3.96% in fiscal 2002.

         Impairment Loss.

         In the fourth  quarter of fiscal  2002,  Janel  booked a  nonrecurring,
non-cash charge of $250,000 for an impairment loss related to the company's July
26, 2002 reverse merger  transaction  with Wine Systems  Design,  Inc.  ("WSD"),
through which Janel World Trade,  Ltd. became a publicly  traded company.  Under
the terms of the  transaction,  4,000,000 shares of Janel common stock remaining
with the former WSD shareholders were assigned a value of $250,000  representing
the estimated fair value of the transaction.  This amount, which represented the
cost of the  acquisition  over  the  fair  value  of net  assets  acquired,  was
attributed to goodwill.  The goodwill was  subsequently  reviewed for impairment
and was written off. No similar charge was incurred in fiscal 2003.

         Income (Loss) Before Income Taxes.

         Income before taxes in fiscal 2003 was a record  $356,287,  the same as
income from operations, as compared to a loss before taxes of $(9,283) in fiscal
2002.  This  represented a year-to-year  improvement  of $365,570.  As discussed
above,  fiscal  2002  income  before  income  taxes  included  the effect of the
non-recurring  charge for  impairment  loss of $250,000  in that  year's  fourth
quarter.  Excluding the effect of the impairment  loss and interest and dividend
income,  Janel's  income before taxes in fiscal 2002 would have been the same as
its income from operations, i.e., $230,682.

         Income Taxes.

         The  effective  income tax rate in both  fiscal  2003 and  fiscal  2002
reflects the U.S. federal  statutory rate and applicable state income taxes. The
charge for impairment loss in fiscal 2002 was non-tax deductible and, therefore,
did not affect the company's provision for income taxes in that year.

         Net Income (Loss).

         For fiscal  2003,  Janel  reported  record net income of  $196,787,  an
increase  of $315,570 as compared  to the  reported  net loss of  $(118,783)  in
fiscal 2002, which included the effect of the one-time impairment loss described
above.  However,  excluding the effect of the charge for  impairment  loss,  the
company's  net income for fiscal  2002  would have been  $131,217.  Janel's  net
profit margin (net income as a percent of net revenue) was 3.12% in fiscal 2003,
an  improvement of 516 basis points as compared to (2.04)% in fiscal 2002 (or an
improvement  of 87 basis points as compared to 2.25% in fiscal  2002,  excluding
the impairment loss).

Results of Operations - Fiscal Year Ended  September 30, 2002 Compared to Fiscal
Year Ended September 30, 2001

         Revenue.

         Total  revenue  for  fiscal  2002  was   $44,848,442   as  compared  to
$46,650,094 for fiscal 2001, a year-over-year decrease of $(1,801,652), or


                                       16
<PAGE>

(3.9)%.  The lower level of revenue was primarily due to the general  decline in
international  trade  over  the  course  of the year  following  the  events  of
September 11, 2001.

         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 2002, forwarding expense decreased by $1,717,066,  or
4.2%,  to  $39,025,117  as compared  to  $40,742,183  for fiscal year 2001.  The
decline   was   consistent   with  the  lower   level  of   forwarding   revenue
year-over-year.

         Selling, General and Administrative Expense.

         Selling,  general and  administrative  expense decreased  $274,800,  or
4.7%,  to $5,571,584 in fiscal 2002 as compared to $5,846,384 in fiscal 2001. As
a  percentage  of  revenue,  SG&A  expense  in fiscal  2002 at  12.42%  remained
essentially flat as compared to the prior year.

         Income from Operations.

         Primarily  as  a  result  of  the  proportionately  greater  percentage
declines in forwarding and SG&A expenses  relative to the percentage  decline in
revenue  in  fiscal  2002 as  compared  to  fiscal  2001,  Janel's  income  from
operations rose $203,259,  or 741.2%,  to $230,682 in fiscal 2002 as compared to
$27,423 in fiscal  2001.  Despite the  year-over-year  decline in  revenue,  the
operating income margin (i.e.,  based on income before taxes and other items) on
net revenue (total forwarding revenue less forwarding expenses) increased by 350
basis points from 0.46% in fiscal 2001 to 3.96% in fiscal 2002.

         Impairment Loss.

         In the fourth  quarter of fiscal 2002,  Janel  booked a  non-recurring,
non-cash  charge of $250,000 for an  impairment  loss  related to the  company's
reverse merger transaction with Wine Systems Design, Inc. ("WSD"),  completed on
July 26,  2002,  and through  which Janel World  Trade,  Ltd.  became a publicly
traded company.  Under the terms of the  transaction,  4,000,000 shares of Janel
common stock were assigned a value of $250,000  representing  the estimated fair
value of the WSD public shell.  This amount,  which  represented the cost of the
acquisition  over the fair  value of net  assets  acquired,  was  attributed  to
goodwill.  The goodwill was subsequently reviewed for impairment and was written
off.

         Income (Loss) Before Income Taxes.

         Primarily as a result of the nonrecurring charge for impairment loss of
$250,000,  the company reported a loss before income taxes of $(9,283) in fiscal
2002 as  compared  to income  before  income  taxes of $66,666  in fiscal  2001.
Excluding  the effect of the  impairment  loss,  Janel's  income before taxes in
fiscal  2002 would have been  $240,717,  an  increase  of  $174,051 or 261.1% as
compared to income before taxes reported in fiscal 2001.

         Income Taxes.

         The  effective  income tax rate in both the fiscal 2002 and fiscal 2001
years  reflects the U.S.  federal  statutory  rate and  applicable  state income
taxes. The charge for impairment loss was non-tax deductible and, therefore, did
not affect the company's provision for income taxes.


                                       17
<PAGE>

         Net Income (Loss).

         For fiscal 2002, Janel reported a net loss of $(118,783), a decrease of
$(157,749)  as  compared  to  reported  net income of  $38,966  in fiscal  2001.
However,  excluding the effect of the charge for impairment  loss, the company's
net income for fiscal 2002 would have been  $131,217,  an increase of $92,251 or
236.7% as compared to fiscal 2001. On the same basis,  Janel's net profit margin
(net  income as a percent  of net  revenue)  would have  increased  by 159 basis
points from 0.66% in fiscal 2001 to 2.25% in fiscal 2002.

Results of Operations - Fiscal Year Ended  September 30, 2001 Compared to Fiscal
Year Ended September 30, 2000

         Revenue.

         Forwarding  revenue  for fiscal  2001 were  $46,650,094  as compared to
$53,160,777  for fiscal  2000, a  year-over-year  decrease of  $(6,510,683),  or
(12.2)%.  The lower level of revenue was  primarily  due to the winding down and
cessation in late 2000 of a contract  under which Janel had  supplied  tower and
container  equipment and associated  services to a  telecom-related  customer in
Southeast Asia.

         Forwarding Expense.

         For fiscal year 2001,  forwarding  expense decreased by $6,278,073,  or
13.4%,  to  $40,742,183  as compared to  $47,020,256  for fiscal year 2000.  The
decline   was   consistent   with  the  lower   level  of   forwarding   revenue
year-over-year.

         Selling, General and Administrative Expense.

         Selling,  general and administrative  expenses decreased  $384,828,  or
6.2%,  to  $5,846,384  in fiscal 2001 as compared to  $6,231,212 in fiscal 2000.
Primarily  due  to  the  relatively  fixed  nature  of  year-over-year  expenses
associated with SG&A, when compared to the lower base of revenue in fiscal 2001,
SG&A  expense as a percentage  of revenue in fiscal 2001  increased to 12.52% as
compared to 11.72% in fiscal 2000.

         Income (Loss) Before Income Taxes.

         Primarily as a result of the proportionately greater percentage decline
in forwarding  expense  relative to the percentage  decline in revenue in fiscal
2001 as compared to fiscal 2000, the company reported income before income taxes
of  $66,666  in  fiscal  2001 as  compared  to a loss  before  income  taxes  of
$(102,847)  in fiscal 2000.  For fiscal 2001,  the pretax  income  margin on net
revenue (forwarding  revenue less forwarding  expenses) was 1.13% in fiscal 2001
versus a corresponding pretax income margin that was negative in fiscal 2000.

         Income Taxes.

         The  effective  income tax rate in both the fiscal 2001 and fiscal 2000
years  reflects the U.S.  federal  statutory  rate and  applicable  state income
taxes.

         Net Income (Loss).

         For fiscal 2001, Janel reported a net income of $38,966, an increase of
$169,613 as compared to reported  net loss of  $(130,647)  in fiscal  2000.  The
company's net profit margin was 0.66% in fiscal 2001 versus a negative margin in
fiscal 2000 based on the net loss reported for the year.



                                       18
<PAGE>

         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,  2003,  Janel's
primary  requirements  for working  capital  have been  directly  related to the
funding of increased accounts receivable.

         At September 30, 2003,  cash  decreased by $138,535 to $1,060,406  from
$1,198,941  at September 30, 2002.  For the 12 months ended  September 30, 2003,
Janel's  primary use of cash in operating  activities was to finance an increase
in its accounts  receivable by  $1,248,272,  partially  offset by an increase in
accounts  payable  and accrued  expenses of $342,507  and an increase in prepaid
expenses and sundry current assets of $40,998. For financing  activities,  Janel
increased cash through bank borrowings of $500,000.

         At September 30, 2002,  cash  decreased by $230,141 to $1,198,941  from
$1,429,082  at September 30, 2001.  For the 12 months ended  September 30, 2002,
Janel's  primary use of cash in operating  activities was to finance an increase
in its  accounts  receivable  by  $321,037,  partially  offset by an increase in
accounts  payable and accrued  expenses of $36,462.  For  financing  activities,
Janel used cash to repay long-term debt of $99,608 (primarily  capitalized lease
obligations maturing by September 30, 2002) and bank borrowings of $25,000.

         At September 30, 2003, Janel had $700,000 ($100,000 as of September 30,
2002)of  available  borrowings  remaining  under  a line of  credit  with a bank
pursuant to which it may borrow up to  $1,500,000  ($400,000 as of September 30,
2002) bearing interest at prime plus one-half of one percent,  collateralized by
certificates  of  deposit.   Management  believes  anticipated  cash  flow  from
operations  and  availability  under a line of credit is  sufficient to meet the
working  capital  and  operating  needs of its  currently  existing  sources  of
business.  However, the company is also proceeding with its comprehensive growth
strategy  for fiscal 2004 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 $6,000,000 during
that  period.  There is no  guarantee  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.

         Reverse Merger with Wine Systems Design, Inc.

         In June and July 2002,  C and N Corp.,  a  predecessor  of the company,
entered  into and  completed  a reverse  merger  transaction  with Wine  Systems
Design, Inc., formally changed the corporate name to Janel World Trade, Ltd. and
became a public  company  traded on the OTC  Bulletin  Board  under  the  symbol
"JLWT." As a result of the merger  transaction  and  related  amendments  to the
company's  certificate  of  incorporation,  Janel is  authorized  to issue up to
225,000,000  shares of common stock,  $.001 par value each, of which  16,843,000
shares are currently issued and outstanding.

         Current Outlook

         Janel is primarily  engaged in the  business of providing  full-service


                                       19
<PAGE>

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.

         Based upon the results for the fiscal year ended  September  30,  2003,
and its current operations, Janel projects that gross revenue from its currently
existing  accounts and businesses for its fiscal year ending  September 30, 2004
will grow by approximately 10-15% to approximately $62-$65 million.

         In  addition,  Janel  is  progressing  with the  implementation  of its
business plan and strategy to grow its revenue and profitability for fiscal 2004
and beyond through other  avenues.  The company's  strategy for growth  includes
plans to:  open  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 2004
(which may  approximate  $100 million) could be  significantly  greater than its
gross revenue for fiscal 2003,  and that  profitability  will be  commensurately
greater than should Janel's fiscal 2003 results, as well.

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

         On July 26, 2002,  Janel's Board of Directors  accepted the resignation
of  Michael  L.  Stuck,  CPA,  P.C.  as  the  company's  independent  certifying
accountant  and  confirmed  the  appointment  of Paritz & Company,  P.A.  as its
independent certifying accountant to audit its financial statements for the year
ended  September  30, 2002,  as well as for the years ended  September 30, 2001,
2000 and 1999.

         The  decision  to change  independent  auditors  was the  result of the
reverse merger  transaction (which is discussed in the company's Form 8-K Report
dated July 16, 2002 and filed July 18, 2002)  whereby Janel was acquired by Wine


                                       20
<PAGE>

Systems  Design,  Inc. The  independent  certifying  accountant  of Wine Systems
Design,  Inc. had been Michael L. Stuck,  CPA,  P.C. The merger  resulted in the
business of Janel  becoming  the  business of the company and the  officers  and
directors of Janel becoming the officers and directors of the company.  Paritz &
Company,  P.A. has been the independent  certifying  accountant of the corporate
predecessor  of  Janel  for  many  years  and was  therefore  familiar  with its
financial books and records and accounting principles.

         Janel  believes,  and has been advised by Michael L. Stuck,  CPA,  P.C.
that it concurs in such belief,  that (a) the company and Michael L. Stuck, CPA,
P.C.  did not have any  disagreement  on a matter of  accounting  principles  or
practices,  financial statement disclosure or auditing scope or procedure during
the period  ended June 30, 2001 and through the date of that firm's  resignation
within the meaning of Item  304(a)(1)(iv)(A) of Regulation S-K promulgated under
the  Securities  Exchange Act of 1934,  and (b) there were no events of the kind
set forth in Item 304(a)(1)(v)(A) of Regulation S-K.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

         As required by Rule 13a-15  under the Act,  within the 90 days prior to
the filing date of this report,  the company  carried out an  evaluation  of the
effectiveness of the design and operation of the company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of the company's management, including the company's Executive
Vice  President  and Chief  Executive  Officer,  President  and Chief  Operating
Officer,  and Controller and Principal Financial and Accounting  Officer.  Based
upon that evaluation, the company's Executive Vice President and Chief Executive
Officer,  President and Chief  Operating  Officer and  Controller  and Principal
Financial and Accounting Officer,  have concluded that the company's  disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  relating  to the company  required to be included in the  company's
periodic SEC filings.

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Act is recorded, processed,  summarized and
reported,  within  the  time  periods  specified  in the SEC  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the company's  Chief Executive  Officer,  Chief Operating
Officer, and Principal Financial and Accounting Officer as appropriate, to allow
timely decisions regarding required disclosures.

Changes in Internal Controls.

         There have been no changes in  internal  controls  or in other  factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Item 10. Directors and Executive Officers of the Registrant

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

                                       21
<PAGE>

Name                                Age          Position
----                                ---          --------
Stephen P. Cesarski                 58           President, Chief
                                                 Operating Officer and Director

James N. Jannello                   59           Executive Vice President,
                                                 Chief Executive Officer and
                                                 Director

William J. Lally                    50           Director

Ruth Werra                          62           Secretary

Linda Bieler                        42           Controller and Chief Financial
                                                 and Accounting Officer

         Stephen P.  Cesarski  has been the  President  and a director  of Janel
since 1978.  Mr.  Cesarski  is the Chief  Operating  Officer and is  principally
engaged in sales and marketing and also manages the export side of the company's
business.

         James N.  Jannello is the  Executive  Vice  President  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  initially  employed  by Janel in New York City in
1975 and moved to Chicago,  Illinois in 1979,  where he is the  President of the
Janel Group of Illinois, Inc. Mr. Lally became a director of the company in July
2002.

         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.

         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 a  separate  Audit  Committee  or a
Compensation Committee.

Item 11. Executive Compensation.

   Summary Compensation Table

         The following  table sets forth,  for the fiscal years ended  September
30, 2003, 2002 and 2001, 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.

JANEL WORLD TRADE LTD. AND SUBSIDIARIES
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       ANNUAL
                                     COMPENSATION                                LONG-TERM COMPENSATION
                             -----------------------------                    ---------------------------
NAME AND
PRINCIPAL
POSITION                                                                        AWARDS                       PAYOUTS
                                                              OTHER ANNUAL    RESTRICTED     SECURITIES        LTIP     ALL OTHER
                                YEAR     SALARY      BONUS    COMPENSATION      STOCK        UNDERLYING      PAYOUTS   COMPENSATION
                                          ($)         ($)         ($)         AWARDS ($)    OPTIONS/ SARS       (#)         ($)
                             -------------------------------------------------------------------------------------------------------
<S>                             <C>     <C>         <C>        <C>           <C>            <C>             <C>        <C>
Stephen Cesarski (1)            2001    155,680     45,000     21,415 (1)
  President                     2002    153,285     35,000     17,981 (1)
                                2003    164,085      6,080     41,772 (1)
------------------------------------------------------------------------------------------------------------------------------------
James Jannello (2)              2001    149,680     45,200     13,615 (2)
  Executive Vice President      2002    147,377     35,000     13,685 (2)
                                2003    160,337      6,080     50,729 (2)
------------------------------------------------------------------------------------------------------------------------------------
Noel J. Jannello (3)            2001    118,460                11,712 (3)
  Vice President                2002    118,436                 8,819 (3)
                                2003    124,426                13,913 (3)
------------------------------------------------------------------------------------------------------------------------------------
William Lally (4)               2001    100,560                 7,423 (4)
  Director                      2002    100,560                 4,075 (4)
                                2003    108,382                21,004 (4)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1) Includes $11,374,  $9,783 and $8,774 of medical  insurance  premiums paid on
behalf of such  individual  for each of the fiscal  years ended  2003,  2002 and
2001,   respectively,   $26,002,   $6,009   and  $6,009   for   automobile   and
automobile-related  costs,  including  insurance,  incurred  on  behalf  of such
individual,   for  each  of  the  fiscal  years  ended  2003,   2002  and  2001,
respectively,  $4,396,  $2,189  and  $1,703  of  401K  paid  on  behalf  of such
individual for each of the fiscal years ended 2003, 2002 and 2001, respectively,
$4,929  of  profit-sharing  contribution  paid on  behalf  of  such  individual,
respectively, for the fiscal year ended 2001.

(2) Includes $10,494,  $5,761 and $1,211 of medical  insurance  premiums paid on
behalf of such  individual  for each of the fiscal  years ended  2003,  2002 and
2001,   respectively,   $35,895,   $5,819   and  $5,819   for   automobile   and
automobile-related  costs,  including  insurance,  incurred  on  behalf  of such
individual,   for  each  of  the  fiscal  years  ended  2003,   2002  and  2001,
respectively,  $4,340,  $2,105  and  $1,656  of  401K  paid  on  behalf  of such
individual for each of the fiscal years ended 2003, 2002 and 2001, respectively,
$4,929  of  profit-sharing  contribution  paid on  behalf  of  such  individual,
respectively, for the fiscal year ended 2001.

(3) Includes  $4,500,  $4,500 and $4,500 of medical  insurance  premiums paid on
behalf of such  individual  for each of the fiscal  years ended  2003,  2002 and
2001,   respectively,   $6,496,   $3,000   and   $2,750   for   automobile   and
automobile-related  costs,  including  insurance,  incurred  on  behalf  of such
individual,   for  each  of  the  fiscal  years  ended  2003,   2002  and  2001,
respectively,  $2,917, $1,319 and $948 of 401K paid on behalf of such individual
for each of the fiscal years ended 2003, 2002 and 2001, respectively,  $3,514 of
profit-sharing contribution paid on behalf of such individual, respectively, for
the fiscal year ended 2001.

(4) Includes  $19,643,  $4,075 and $4,075 for automobile and  automobile-related
costs,  including  insurance,  incurred on behalf of such individual for each of
the fiscal  years ended 2003,  2002 and 2001,  respectively,  $1,361 and $314 of
401K paid on behalf of such  individual  for each of the fiscal years ended 2003
and 2001, respectively,  $3,034 of profit-sharing contribution paid on behalf of
such individual, respectively, for the fiscal year ended 2001.


                                       22
<PAGE>

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


 The following table sets forth certain information  regarding shares
of common stock  beneficially owned as of December 29, 2003, 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:

Name and Address of              Shares Beneficially          Percentage of
Beneficial Owner                         Owned             Stock Outstanding (1)
--------------------             -------------------       ---------------------
Stephen P. Cesarski                     5,500,000                   32.65%
150-14  132nd Avenue
Jamaica, NY 11434

James N. Jannello                       5,500,000                   32.65%
 150-14 132nd Avenue
Jamaica, NY 11434

William J.  Lally                       1,000,000                    5.94%
17 West 312th Deer Path Rd.
Bensenville, IL 60106

All Officers and Directors             12,050,000                   71.54%
as a Group  (5 persons)

----------
(1) All of these shares are owned of record.

         Common Stock

         Janel is authorized to issue up to 225,000,000  shares of common stock,
$.001 par value  each,  of which  16,843,000  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 and Stephen
P. Cesarski,  collectively own 65.3% 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.

         Savings and Stock Option Plans

         401(k) and Profit-Sharing Plan.

         The company  maintains an Internal  Revenue Code Section  401(k) salary


                                       23
<PAGE>

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.


                                       24
<PAGE>

         Transfer Agent.

         The company's current transfer agent is Executive Registrar, 3615 South
Huron Street, Suite 104, Englewood, CO 80110.

Item 13. Certain Relationships and Related Transactions

         Stephen P. Cesarski, Janel's 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.
Mr. Jannello also owns 50% of Janel Miami (Florida), which is a franchisee using
the Janel name, but in which the company has no equity or other direct  economic
interest.

         As of the fiscal year end of September 30, 2003,  James N. Jannello was
indebted to the company in the  aggregate  sum of $149,582  and William J. Lally
was indebted to the company in the aggregate amount of $8,750.  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.

         The transactions  described above involve actual or potential conflicts
of  interest  between  Janel and its  officers.  To  reduce  the  potential  for
conflicts of interest  between the company and its officers and directors in the
future, Janel's policy will be not to enter into potential  conflict-of-interest
transactions  with officers,  directors or other affiliates  unless the terms of
such  transactions  are at least as favorable to Janel as those which would have
been obtainable from an unaffiliated  source.  The company has no plans to enter
into any additional  transactions that involve actual or potential  conflicts of
interest  between Janel and its officers or  directors,  and will not enter into
any such  transaction  in the future  without  first  obtaining  an  independent
opinion with regard to fairness to Janel of the terms and conditions of any such
transaction.

Item 14. Principal Accounting Fees and Services

         Audit Fees

         The  aggregate  fees  billed by Paritz & Company,  P.A.  for the annual
audit were $24,500 and $20,000 for the fiscal years ended September 30, 2003 and
2002,  respectively,  and  their  fees  for  review  of  the  interim  financial
statements were $10,500 and $5,000 for the fiscal years ended September 30, 2003
and 2002, 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, 2003 and 2002.

         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,  2003 and 2002,  other than audit  services,  were $5,000 in each
fiscal year. These "other fees" were for tax services.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.


                                       25
<PAGE>

         (a)      Financial Statements

                  Independent Auditor's Report

                  Consolidated Balance Sheets as at September 30, 2003 and 2002

                  Consolidated  Statement  of  Operations  for the  Years  Ended
                  September 30, 2003, 2002 and 2001

                  Consolidated  Statement of Changes in Stockholders' Equity for
                  the Years Ended September 30, 2003, 2002 and 2001

                  Consolidated  Statement  of Cash  Flows  for the  Years  Ended
                  September 30, 2003, 2002 and 2001

                  Notes to Consolidated Financial Statements

         (b)      Reports on Form 8-K.

                  Janel  has not  filed  any Form  8-K  report  during  the last
                  quarter of the fiscal year ended September 30, 2003.

         (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.**

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

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

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

         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.***

         99.1     Officers' Certifications pursuant to the Sarbanes-Oxley Act of
                  2002.

----------
         *        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.

         **       Incorporated  by  reference  to Exhibits  filed as part of the
                  company's Form 8-K report, filed July 18, 2002.

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

         (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.


                                       27
<PAGE>

                                   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.

December 30, 2003

                                     JANEL WORLD TRADE, LTD.

                                     By:/s/ James N. Jannello
                                        ---------------------------------------
                                     James 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
-----------------------
James N. Jannello            Executive Vice President,         December 30, 2003
                             Chief Executive Officer
                             and Director

/s/ Stephen P. Cesarski
-----------------------
Stephen P. Cesarski          President, Chief Operating        December 30, 2003
                             Officer and Director

/s/ William J. Lally
-----------------------
William J. Lally             Director                          December 30, 2003

/s/ Linda Bieler
-----------------------
Linda Bieler                 Controller and Chief Financial    December 30, 2003
                             and Accounting Officer

/s/ Ruth Werra
-----------------------
Ruth Werra                   Secretary                         December 30, 2003


                                       28
<PAGE>

Paritz & Company, P.A.



================================================================================
                     JANEL WORLD TRADE LTD. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                                      WITH
                          INDEPENDENT AUDITORS' REPORT

                     YEARS ENDED SEPTEMBER 30, 2003 AND 2002
================================================================================

<PAGE>


                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Janel World Trade Ltd. and Subsidiaries
Jamaica, New York


         We have audited the accompanying  consolidated  balance sheets of Janel
World Trade Ltd.  and  Subsidiaries  as of  September  30, 2003 and 2002 and the
related consolidated  statements of operations,  changes in stockholders' equity
and cash flows for each of the three  years in the period  ended  September  30,
2003.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects,  the financial position of Janel World
Trade Ltd. and Subsidiaries as of September 30, 2003 and 2002 and the results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  September 30, 2003 in conformity  with  accounting  principles  generally
accepted in the United States of America.


Hackensack, New Jersey
November 25, 2003



<PAGE>

                     JANEL WORLD TRADE LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
================================================================================


<TABLE>
<CAPTION>
                                                                           SEPTEMBER 30,
                                                                   -----------------------------
                                                                      2003               2002
                                                                   ----------         ----------
                                     ASSETS

CURRENT ASSETS:
<S>                                                                <C>                <C>
  Cash (Notes 1,6)                                                 $1,060,406         $1,198,941
  Accounts receivable, net of allowance for
      doubtful accounts of $30,000 in 2003                          4,307,822          3,059,550
  Marketable securities (Note 3)                                       41,093             33,523
  Loans receivable - officers  (Note 4)                               158,332            159,532
                   - other                                             18,479             19,325
  Prepaid expenses and sundry current assets                           57,844             98,842
                                                                   ----------         ----------
     TOTAL CURRENT ASSETS                                           5,643,976          4,569,713
                                                                   ----------         ----------
Property and equipment, net (Note 5)                                  102,930            107,876
                                                                   ----------         ----------
OTHER ASSETS:

  Security deposits                                                    51,354             48,707
                                                                   ----------         ----------
     TOTAL OTHER ASSETS                                                51,354             48,707
                                                                   ----------         ----------
     TOTAL ASSETS                                                  $5,798,260         $4,726,296
                                                                   ==========         ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Note payable - bank (Note 6)                                     $  800,000         $  300,000
  Accounts payable                                                  2,273,345          1,758,204
  Accrued expenses and taxes payable                                  108,640            281,274
  Current portion of long-term debt (Note 7)                            3,840             11,898
                                                                   ----------         ----------
     TOTAL CURRENT LIABILITIES                                      3,185,825          2,351,376
                                                                   ----------         ----------
OTHER LIABILITIES:

  Deferred compensation                                                78,568             78,568
                                                                   ----------         ----------
     TOTAL OTHER LIABILITIES                                           78,568             78,568
                                                                   ----------         ----------
STOCKHOLDERS' EQUITY (Note 8)                                       2,533,867          2,296,352
                                                                   ----------         ----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $5,798,260         $4,726,296
                                                                   ==========         ==========
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements

<PAGE>


                     JANEL WORLD TRADE LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
================================================================================


<TABLE>
<CAPTION>
                                                                   YEAR ENDED SEPTEMBER 30,
                                                  -------------------------------------------------------
                                                       2003                 2002                  2001
                                                  ------------         ------------          ------------
<S>                                               <C>                  <C>                   <C>
FREIGHT FORWARDING  REVENUES                      $ 56,916,276         $ 44,848,442          $ 46,650,094
                                                  ------------         ------------          ------------
COSTS AND EXPENSES:

  Forwarding expenses                               50,600,299           39,025,117            40,742,183
  Selling, general and administrative                5,956,591            5,571,584             5,846,384
  Interest                                              22,824               21,059                34,104
                                                  ------------         ------------          ------------
          TOTAL COSTS AND EXPENSES                  56,579,714           44,617,760            46,622,671
                                                  ------------         ------------          ------------
INCOME(LOSS) BEFORE OTHER ITEMS                        336,562              230,682                27,423
                                                  ------------         ------------          ------------
OTHER ITEMS:
  Impairment loss (Note 2)                                  --             (250,000)                   --

  Interest and dividend income                          19,725               10,035                39,243
                                                  ------------         ------------          ------------
     TOTAL OTHER ITEMS                                  19,725             (239,965)               39,243
                                                  ------------         ------------          ------------
INCOME(LOSS)  BEFORE INCOME TAXES                      356,287               (9,283)               66,666
Income taxes (Note 9)                                  159,500              109,500                27,700
                                                  ------------         ------------          ------------
NET INCOME (LOSS)                                 $    196,787         $   (118,783)         $     38,966
                                                  ============         ============          ============
BASIC AND DILUTED INCOME (LOSS) PER SHARE         $      .0117         $     (.0077)                  N/A
                                                  ============         ============          ============
WEIGHTED NUMBER OF SHARES OUTSTANDING               16,839,433           15,350,332                   N/A
                                                  ============         ============          ============
</TABLE>

       The accompanying notes are an integral part of these consolidated
                              financial statements


<PAGE>


                    JANEL WORLD TRADE LTD. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
================================================================================


<TABLE>
<CAPTION>
                                                                                                        ACCUMULATED
                                                                    ADDITIONAL             STOCK        OTHER
                                                 CAPITAL STOCK      PAID-IN     RETAINED   SUBSCRIPTION COMPREHENSIVE
                                             SHARES         $       CAPITAL     EARNINGS   RECEIVABLE   GAIN (LOSS)     TOTAL
                                           ----------   --------- -----------  ----------- -----------  -----------  -----------
<S>                                        <C>         <C>        <C>          <C>         <C>          <C>          <C>
BALANCE - SEPTEMBER 30, 2000                    1,000       3,200     228,887    1,912,125          --       13,304    2,157,516
Net income                                         --          --                   38,966          --                    38,966
Other comprehensive (losses):
  Unrealized losses on available-for-sale
    marketable securities                          --          --          --           --          --      (26,671)     (26,671)
                                           ----------   --------- -----------  ----------- -----------  -----------  -----------
BALANCE - SEPTEMBER 30, 2001                    1,000       3,200     228,887    1,951,091          --      (13,367)   2,169,811

Net loss                                           --          --                 (118,783)          --                 (118,783)
Effect of stock splits and return of
  shares (Note 2)                          14,999,000      11,800     238,200                                            250,000
Sale of common stock (Note 8)               1,801,000       1,801      16,209           --     (18,010)          --           --
Other comprehensive (losses):
  Unrealized losses on available-for-sale
    marketable securities                          --          --          --           --          --       (4,676)      (4,676)
                                           ----------   --------- -----------  ----------- -----------  -----------  -----------
BALANCE - SEPTEMBER 30, 2002               16,801,000      16,801     483,296    1,832,308     (18,010)     (18,043)   2,296,352
Net income                                         --          --                  196,787           --                  196,787
Stock subscription received                                                                     18,010                    18,010
Issuance of common stock (Note 8)              42,000          42      15,567           --          --           --       15,609
Other comprehensive gains:
  Unrealized gains on available-for-sale
    marketable securities                          --          --          --           --          --        7,109        7,109
                                           ----------   --------- -----------  ----------- -----------  -----------  -----------
BALANCE - SEPTEMBER 30, 2003               16,843,000      16,843 $   498,863  $ 2,029,095 $        --  $   (10,934) $ 2,533,867
                                           ==========   ========= ===========  =========== ===========  ===========  ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements

<PAGE>



                    JANEL WORLD TRADE LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================

<TABLE>
<CAPTION>
                                                                      YEAR ENDED SEPTEMBER 30,
                                                          -----------------------------------------------
                                                              2003              2002              2001
                                                          -----------       -----------       -----------
OPERATING ACTIVITIES:
<S>                                                       <C>               <C>               <C>
  Net income (loss)                                       $   196,787       $  (118,783)      $    38,966
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Impairment loss                                              --           250,000                --
      Stock issued for services                                15,609
      Depreciation and amortization                            55,892            84,561           122,799
    Changes in operating assets and liabilities:
      Accounts receivable                                  (1,248,272)         (321,037)          691,141
      Loans receivable                                          2,046           (19,338)           21,653
      Prepaid expenses and sundry current assets               40,998             9,897            71,611
      Accounts payable and accrued expenses                   342,507            36,462          (349,936)
      Other                                                    (2,647)              (56)            1,523
                                                          -----------       -----------       -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES          (597,080)          (78,294)          597,757
                                                          -----------       -----------       -----------
INVESTING ACTIVITIES:
  Acquisition of property and equipment, net                  (50,946)          (26,632)          (51,376)
  Purchase of marketable securities                              (461)             (607)           (7,306)
                                                          -----------       -----------       -----------
NET CASH USED IN INVESTING ACTIVITIES                         (51,407)          (27,239)          (58,682)
                                                          -----------       -----------       -----------
FINANCING ACTIVITIES:
  Repayment of long-term debt                                  (8,058)          (99,608)          (93,872)
  Bank borrowings (repayment)                                 500,000           (25,000)          125,000
  Proceeds from sale of common stock                           18,010                --                --
                                                          -----------       -----------       -----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES           509,952          (124,608)           31,128
                                                          -----------       -----------       -----------
INCREASE (DECREASE)  IN CASH                                 (138,535)         (230,141)          570,203

CASH - BEGINNING OF YEAR                                    1,198,941         1,429,082           858,879
                                                          -----------       -----------       -----------
CASH - END OF YEAR                                        $ 1,060,406       $ 1,198,941       $ 1,429,082
                                                          ===========       ===========       ===========

SUPPLEMENTAL DISCLOSURES OF CASH

    FLOW INFORMATION:
      Cash paid during the year for:
          Interest                                        $    22,824       $    21,059       $    34,104
                                                          ===========       ===========       ===========
          Income taxes                                    $   115,797       $     4,654       $    16,002
                                                          ===========       ===========       ===========
      Non-cash financing activities:
          Non-cash repayment of long-term debt            $        --       $    44,469       $        --
                                                          ===========       ===========       ===========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                              financial statements

<PAGE>



                    JANEL WORLD TRADE LTD. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 AND 2002
================================================================================

1        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Business description

         The Company is primarily  engaged 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.

         Basis of consolidation

         The accompanying consolidated financial statements include the accounts
         of the Company and its subsidiaries, all of which are wholly owned. All
         inter company   transactions  and  balances  have  been  eliminated  in
         consolidation.

         Uses of estimates in the preparation of financial statements

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the  financial  statements  and  the  reported  amounts  of net
         revenue and expenses during each reporting period. Actual results could
         differ from those estimates.

         Cash and cash equivalents

         The Company maintains cash balances at various financial  institutions.
         Accounts  at  each  institution  are  insured  by the  Federal  Deposit
         Insurance  Corporation up to $100,000.  The Company's accounts at these
         institutions may, at times,  exceed the federally  insured limits.  The
         Company has not experienced any losses in such accounts.

         Marketable securities

         The  Company   classifies   all  of  its   short-term   investments  as
         available-for-sale  securities.  Such  short-term  investments  consist
         primarily  of mutual  funds  which are  stated  at market  value,  with
         unrealized  gains and  losses  on such  securities  reflected  as other
         comprehensive income (loss) in stockholders' equity. Realized gains and
         losses on  short-term  investments  are  included in  earnings  and are
         derived using the specific  identification  method for  determining the
         cost of  securities.  It is the  Company's  intent to maintain a liquid
         portfolio to take advantage of investment opportunities. Therefore, all
         securities  are  considered to be available for sale and are classified
         as current assets.

         Property and equipment and depreciation policy

         Property and equipment are recorded at cost.  Depreciation  is provided
         for in amounts  sufficient to amortize the costs of the related  assets
         over their estimated useful lives on the  straight-line and accelerated
         methods for both financial reporting and income tax purposes.

         Maintenance,  repairs and minor  renewals  are charged to expense  when
         incurred. Replacements and major renewals are capitalized.



<PAGE>



         Revenues and revenue recognition

         Airfreight,  ocean  freight  and  custom  brokerage  services  revenues
         include  the  charges to the Company for  carrying  the  shipments  and
         customs clearance. Revenues recognized in other capacities include only
         the commissions and fees earned.

         Revenues  related to export  shipments  are  recognized at the time the
         freight is tendered to a direct carrier at origin.  Revenues related to
         import  shipments are  recognized  upon  presentation  of the entry for
         customs clearance.  All other revenues,  including break-bulk services,
         local  transportation,  distribution services and logistics management,
         are recognized upon performance.

         Deferred compensation plan

         The Company has a deferred  compensation  plan for key executives which
         provides   benefits  due  to  death,   retirement  or   termination  of
         employment.  Such benefits  shall be determined  and paid in accordance
         with the plan.  The plan does not qualify  under the  Internal  Revenue
         Code  and,  therefore,  tax  deductions  are  allowable  only  when the
         benefits are paid.

         Income per common share

         Basic net income per common share is  calculated by dividing net income
         available  to common  shareholders  by the  weighted  average of common
         shares  outstanding  during the  period.  Diluted net income per common
         share is  calculated  using  the  weighted  average  of  common  shares
         outstanding  adjusted to include  the  potentially  dilutive  effect of
         stock options.

         Comprehensive income

         Comprehensive  income  encompasses all changes in stockholders'  equity
         other than those arising from  stockholders,  and generally consists of
         net  income   and   unrealized   gains  and   losses  on   unrestricted
         available-for-sale  marketable equity  securities.  As of September 30,
         2003, accumulated  other   comprehensive   income  (loss)  consists  of
         unrealized losses on unrestricted  available-for-sale marketable equity
         securities.

         Recent pronouncements

         In July 2001, the Financial  Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
         Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
         SFAS 141,requires  that all business  combinations  be accounted for by
         the  purchase  method  of  accounting  and  changes  the  criteria  for
         recognition of intangible  assets  acquired in a business  combination.
         The provisions of SFAS 141 apply to all business combinations initiated
         after June 30, 2001.  SFAS 142 requires  that  goodwill and  intangible
         assets with  indefinite  useful lives no longer be amortized;  however,
         these  assets  must be  reviewed  at  least  annually  for  impairment.
         Intangible  assets  with  finite  useful  lives  will  continue  to  be
         amortized  over  their  respectful  useful  lives.  The  standard  also
         establishes  specific  guidance for testing for  impairment of goodwill
         and  intangible  assets with  indefinite  useful  lives.  Goodwill  and
         intangible assets acquired after June 30, 2001 are subject  immediately
         to the non-amortization provisions of SFAS 142.

         In October  2001,  the FASB issued SFAS No.  144,  "Accounting  for the
         Impairment or Disposal of Long-Lived  Assets".  SFAS 144  establishes a
         single accounting model, based on the framework established in SFAS No.
         121,  "Accounting  for the  Impairment  of  Long-Lived  Assets  and for
         Long-Lived  Assets to be  Disposed  Of",  for  long-lived  assets to be
         disposed of by sale, and resolves implementation issues related to SFAS
         121. The Company was required to adopt SFAS 144 no later than the first
         quarter of fiscal  2003.  The Company  does not expect the  adoption of
         SFAS  144 to  have  a  material  impact  on its  operating  results  or
         financial position.




<PAGE>



2        ACQUISITION AND MERGERS

         Pursuant to an agreement  and plan of merger dated as of June 17, 2002,
         C and N Corp.  ("CN")  was  merged  into Janel  World  Transport,  Ltd.
         ("Janel"),   a  newly  formed  Nevada   corporation   having  the  same
         shareholders  as CN. In connection  therewith,  the  shareholders of CN
         were issued 11,000,000 shares of Janel common stock ("Janel shares").

         Pursuant to an  agreement  and plan of merger dated June 18, 2002 among
         Janel,  Wine Systems  Design,  Inc.  ("WSD"),  a publicly  owned Nevada
         corporation and WSD  Acquisition,  Inc. ("WSD  Acquisition"),  a Nevada
         corporation   and   wholly owned   subsidiary  of  WSD,  the  following
         transactions occurred:

         (i)      WSD  effectuated  a 19.2307  shares  for 1 share  stock  split
                  resulting  in  WSD's   capitalization   becoming   225,000,000
                  authorized  shares of common  stock ("WSD common  stock"),  of
                  which 202,076,923 shares were issued and outstanding.

         (ii)     WSD issued and delivered 11,000,000 shares of WSD common stock
                  to WSD Acquisition for the sole purpose of distributing  those
                  shares in  exchange  for  11,000,000  shares  of Janel  common
                  stock.

         (iii)    WSD  shareholders  returned  198,076,923  shares of WSD common
                  stock which WSD then  canceled,  resulting in  15,000,000  WSD
                  common shares remaining issued and outstanding.

         (iv)     Janel shareholders  exchanged  11,000,000 Janel shares for the
                  11,000,000   shares  of  WSD   common   stock   owned  by  WSD
                  Acquisition.

         (v)      On July 3, 2002,  WSD  Acquisition  and Janel merged into WSD,
                  which became the surviving corporation.

         (vi)     On July 3, 2002 WSD changed its name to Janel World Trade Ltd.

         Prior  to  the  above-mentioned  transactions,  WSD  was a  corporation
         without any current  business  transactions  or  operations,  assets or
         liabilities.  Accordingly,  the merger was  accounted  for as a reverse
         purchase,  the  effect  of  which  was  that  Janel  was the  surviving
         corporation.

         The  4,000,000  shares  of  Janel  common  stock  owned  by the  former
         stockholders  of WSD and  others,  were  assigned  a value of  $250,000
         representing  the estimated  fair value of the WSD public  shell.  This
         amount,  which  represented the cost of the  acquisition  over the fair
         value of net assets acquired,  was attributed to goodwill. The goodwill
         was  subsequently  reviewed  for  impairment  and was written off as of
         September 30, 2002.


<PAGE>

3        MARKETABLE SECURITIES

         Marketable securities consist of the following:

                                                 Unrealized
                                                   Holding
                                    Cost       (losses) Gains       Fair value
                                    ----       --------------       ----------
As of September 30, 2003:
    Mutual Funds                  $ 52,027         $(10,934)         $ 41,093
                                  ========         ========          ========

As of September 30, 2002:
    Mutual Funds                  $ 51,566         $(18,043)         $ 33,523
                                  ========         ========          ========



4        LOANS RECEIVABLE - OFFICERS

         The loans  receivable - officers  bear interest at 4% per annum and are
         due on demand.


5        PROPERTY AND EQUIPMENT

         A summary of property and equipment and the estimated lives used in the
         computation of depreciation and amortization is as follows:

                                                          September 30,
                                            ------------------------------------
                                              2003            2002       Life

     Furniture and fixtures                 $ 93,296         $ 91,523  5-7 years
     Computer equipment                      291,759          609,956  5 years
                                            --------         --------
                                             385,055          701,479
     Less  accumulated depreciation and
         and amortization                    282,125          593,603
                                            --------         --------
                                            $102,930         $107,876
                                            ========         ========


6        NOTE PAYABLE - BANK

         The Company  has an  available  line of credit with a bank  pursuant to
         which it may borrow up to $1,500,000. Advances under this facility bear
         interest at prime plus 1/2% and are collateralized by substantially all
         assets of the Company. In addition, all borrowings under this agreement
         are personally guaranteed by certain stockholders of the Company.



<PAGE>

7        LONG-TERM DEBT

         Long-term  debt  consists  of  various  capitalized  lease  obligations
         payable in monthly  installments  of  approximately  $725  inclusive of
         interest at 7% to 10% per annum.  These  leases are  collateralized  by
         security interests in certain property and equipment.


8        STOCKHOLDERS' EQUITY

         Janel is authorized to issue  225,000,000  shares of common stock,  par
         value $.001.

         See Note 2 for information relating to shares issued in connection with
         the acquisition, merger and issuance of common stock.

         On July 22, 2002 Janel's Board of Directors  agreed to and approved the
         sale of  1,801,000  shares of  restricted  common  stock for a purchase
         price of $.01 per share to forty-three  employees and five  consultants
         as an incentive for performance.

9        INCOME TAXES

         Income taxes consist of the following:

                                   Year Ended September 30,
                        ------------------------------------------
                           2003            2002             2001
                        --------         --------         --------
Federal                 $ 93,000         $ 66,100         $ 11,000

State and local           66,500           43,400           16,700
                        --------         --------         --------
                        $159,500         $109,500         $ 27,700
                        ========         ========         ========



<PAGE>

         The reconciliation of income tax computed at the Federal statutory rate
         to the provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                  Year Ended September 30,
                                                      ----------------------------------------------
                                                         2003               2002             2001
                                                      ---------         ---------          ---------
<S>                                                   <C>               <C>                <C>
Federal taxes (benefit) at statutory rates            $ 121,000         $  (3,150)         $  15,200
Non-deductible expenses                                   4,250            86,300                 --
State and local taxes, net of Federal benefit            34,250            26,350             12,500
                                                      ---------         ---------          ---------
                                                      $ 159,500         $ 109,500          $  27,700
                                                      =========         =========          =========
</TABLE>

10       PROFIT SHARING AND 401k  PLANS

         The Company maintains a non contributory profit sharing and 401(k) plan
         covering substantially all full-time employees.  The expense charged to
         operations  for the  years  ended  September  30,  2003,  2002 and 2001
         aggregated approximately $22,000, $22,500 and $100,000, respectively.


11       RENTAL COMMITMENTS

         The  Company  conducts  its  operations  from leased  premises.  Rental
         expense on  operating  leases for the years ended  September  30, 2003,
         2002 and 2001  were  approximately  $288,000,  $275,000  and  $299,000,
         respectively.

         Future  minimum lease  commitments  (excluding  renewal  options) under
         non cancelable leases are as follows:


                      Year ended September 30, 2004               $287,000
                      2005                                         290,000
                      2006                                         270,000
                      2007                                         230,000
                      2008                                         162,000
                      Thereafter                                   194,000



<PAGE>




12       RISKS AND UNCERTAINTIES

(a)      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 officers or agents.

(b)      Legal proceedings

         Janel is  occasionally  subject to claims and lawsuits which  typically
         arise in the  normal  course of  business.  While the  outcome of these
         claims cannot be predicated with certainty, management does not believe
         that the  outcome of any of these  legal  matters  will have a material
         adverse  effect on the  Company's  financial  position  or  results  of
         operations.

(c)      Relationships with officers

         Janel's  President and Chief  Operating  Officer,  and  Executive  Vice
         President and Chief Executive Officer ("EVP"), respectively, each own a
         10% profit  interest in each of Janel  Shanghai and Janel Hong Kong. In
         addition,  the EVP  owns  50% of  Janel  Miami  (Florida),  which  is a
         franchise  using the Janel name, but in which the Company has no equity
         or other direct economic interest.

         These  relationships  involve actual or potential conflicts of interest
         between Janel and its officers.

13       GENERAL COMMENTS

         (d) In October 2002 the Company  issued 42,000  unregistered  shares of
         common stock as payment for legal services.

         (e) On December  12, 2002 the  Company  adopted the "Janel  World Trade
         Ltd.  Stock Option  Incentive  Plan" (the "Plan")  reserving  1,600,000
         shares of the Company's $.001 par value common stock for stock options.
         No options have been granted under this plan.

                  The  exercise   price  of  any   incentive   stock  option  or
                  unqualified  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.