<PAGE>

                           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,  2002

[ ]     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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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.  $  1,437,900  (last  sale  as  of  12/30/02).

                   (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  2002  (Janel's  fiscal  year  ends  September  30),  the company handled
approximately  25,000  individual  import  and  export  shipments, predominately
originating  or terminating in the United States, Europe and the Far East. Janel
generated  gross  revenues of approximately $44.7 million in 2002, $46.6 million
in  2001  and  $53.1  million  in  2000.  In 2002, approximately 60% of revenues
related  to  import  activities, 10% to export, 20% to break-bulk and forwarding
and  10%  to  warehousing,  distribution  and trucking. By market, the company's
revenues  in  fiscal  2002  derived  from  three  principal industries: consumer
wearing  apparel/textiles  -  approximately  30-35%;  machines/  machine parts -
approximately  30-35%;  and  household  appliances  -  approximately  15%.

   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 designed and

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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.

     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 and
Janel  Hong  Kong 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 for 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.

     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.
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   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  25  years  of  experience  clearing a wide range of goods
through  U.S.  Customs,  from  automobiles  to  heavy machinery to textiles. The
company currently has eight 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 and 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  to its customers landed-cost calculations and online Internet information
availability  via the company's websites relative to the tracking and tracing of
customer  shipments.

CUSTOMERS,  SALES  AND  MARKETING

     While  Janel's  customer  base  represents  a multitude of diverse industry
groups,  the  bulk  of  the  company's  shipments are related to three principal

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markets:  consumer wearing apparel and textiles, machines and machine parts, and
household  appliances.  During  2002,  the  company  shipped  goods and provided
logistics services for approximately 700 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 five largest accounts
are: The Conair Corporation, Depa International, FAG Bearings Corporation, Ralph
Lauren  Childrenswear  and  Heidelberg  USA.

     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, 2002, Janel employed 55 people; 30 in its Jamaica, New
York  headquarters;  five  in  Lynbrook,  New  York; seven in Elk Grove Village,
Illinois;  five  in  Forest  Park,  Georgia; and eight in Inglewood, California.
Approximately  40  of  the  Company's  employees  are  engaged  principally  in
operations,  11  in  finance and administration and four 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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   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 which 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,  to  a lesser extent, on 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  recent  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 has 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  has  been adversely affected, particularly during the past year. These
customers  collectively  account  for  a substantial percentage of our revenues.
Continued  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.

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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.

     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, many of which are
still  being  formulated,  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
transportation  lanes.  In addition, available cargo space could be reduced as a
result  of  decreases  in  the  number  of  passenger airlines or ocean carriers
serving particular 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

                                       10
<PAGE>
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.

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 shares 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.

                                       11
<PAGE>
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
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  1,125  square feet and is occupied on a
month -to- month  basis  at  a  monthly  rent of $1,852. 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, 2003, with an annual rent
of $38,370. Janel's Georgia location occupies approximately 3,000 square feet of
office  and  warehouse space, under a lease which expires in August 2003 with an
annual  rent of $27,684. 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.

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

     On  July  22,  2002, shareholders of Janel representing 73.3% of all of the
issued  and  outstanding shares of common stock entitled to vote in a meeting of
shareholders  executed  a written consent electing James N. Jannello, Stephen P.
Cesarski  and  William  J.  Lally  as  Janel's  board  of  directors.

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  2001           High  Bid     Low  Bid
------------           ---------     --------
First  Quarter             -             -
Second  Quarter            -             -
Third  Quarter             -             -
Fourth  Quarter            -             -

                                       12
<PAGE>
Fiscal  2002           High  Bid     Low  Bid
------------           ---------     --------
First  Quarter             -             -
Second  Quarter            -             -
Third  Quarter           $.05          $.01
Fourth  Quarter         $2.25          $.05

     At  December  26,  2002,  the  company  had  60  holders  of  record  and
approximately  250 beneficial holders of its shares of common stock. On December
26,  2002,  the last sale price of the shares of common stock as reported by the
OTC  Bulletin  Board  was  $.25  per  share.

     Securities  which  were  issued  or  sold by the Registrant within the past
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 ,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 to $7,800, 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,
                                               2002         2001          2000         1999
                                           ------------  -----------  ------------  -----------
<S>                                             <C>           <C>          <C>           <C>
Freight Forwarding Revenues                $44,848,442   $46,650,094  $53,160,777   $46,862,628
                                           ------------  -----------  ------------  -----------

Net Income (Loss)                            ($118,783)  $    38,966    ($130,647)  $    12,632
                                           ------------  -----------  ------------  -----------

Net Income (Loss) per Common Share         $   (0.0077)          N/A          N/A           N/A
                                           ------------  -----------  ------------  -----------

Total Assets                               $ 4,726,296   $ 4,732,370  $ 5,038,883   $ 5,095,406
                                           ------------  -----------  ------------  -----------

Long-Term Obligations                      $    78,568   $   153,619  $   212,343   $   260,493
                                           ------------  -----------  ------------  -----------

Cash Dividends Declared per Common Share           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

                                       14

<PAGE>

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, 2002, as compared to the results of
operations  for  the  fiscal  year ended September 30, 2001.  The discussion and
analysis  then  addresses  the results of Janel's 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, 2002 COMPARED TO
FISCAL  YEAR  ENDED  SEPTEMBER  30,  2001

     Revenues.

     Total  revenues for fiscal 2002 were $44,858,477 as compared to $46,689,337
for fiscal 2001, a year-over-year decrease of $(1,830,860), or (3.9)%. The lower
level  of  revenues  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.

     Forward 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  revenues
year-over-year.  Selling,  General  and  Administrative  Expense.

     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  revenues,  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 revenues in
fiscal  2002  as  compared  to  fiscal 2001, Janel's income from operations rose
$174,051, or 261.1%, to $240,717 in fiscal 2002 as compared to $66,666 in fiscal
2001.  Despite  the  year-over-year  decline  in  revenues, the operating income
margin  (i.e.,  based on income before taxes and impairment loss) on net revenue
(total  revenues  less  forwarding  expenses) increased by 301 basis points from
1.12%  in  fiscal  2001  to  4.13%  in  fiscal  2002.

     Impairment  Loss.

     In  the fourth quarter of fiscal 2002, Janel booked a nonrecurring, noncash
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

                                       15

<PAGE>

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  the  same  as its income from operations, i.e.,
$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.

     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 revenues) 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

     Revenues.

     Total  revenues for fiscal 2001 were $46,689,337 as compared to $53,184,688
for  fiscal  2000,  a  year-over-year  decrease of $(6,495,351), or (12.2)%. The
lower  level  of revenues 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 revenues 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 revenues in fiscal
2001,  SG&A  expense  as  a  percentage  of revenues in fiscal 2001 increased to
12.52%  as  compared  to  11.72%  in  fiscal  2000.

                                       16

<PAGE>

     Income  (Loss)  Before  Income  Taxes.

     Primarily  as a result of the proportionately greater percentage decline in
forwarding expense relative to the percentage decline in revenues 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 (total
revenues  less  forwarding  expenses)  was  1.12%  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.

 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, 2002, Janel's
primary  requirements  for  working  capital  have  been directly related to the
funding  of  increased  accounts  receivable.

     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, 2002, Janel had $100,000 of available borrowings remaining
under  a  line  of  credit  with  a  bank  pursuant to which it may borrow up to
$400,000  bearing  interest  at  prime  plus  one-half  of one percent, which is
collateralized  by certificates of deposit. Management believes anticipated cash
flow  from  operations and availability under a line of credit are 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  2003  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

                                       17

<PAGE>

$6,500,000 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 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, 2002, and
its  current  operations,  Janel projects that gross revenues from its currently
existing  accounts  and businesses for its fiscal year ending September 30, 2003
will  grow  by  approximately  9-14%  to  approximately  $50  million.

     In  addition,  Janel is progressing with the implementation of its business
plan  and  strategy  to  grow its revenues and profitability for fiscal 2003 and
beyond  through  other avenues. The company's strategy for growth includes plans
to:  introduce  additional  revenue  streams  for  its existing headquarters and
branch  locations;  open  additional  branch  offices  both  domestically and in
Southeast  Asia; 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 revenues related to export activities; increase its level
of  work  over  the  year  on  a  substantial  telecom transportation project to
Southeast  Asia  for  which  Janel  has been designated as the exclusive freight
forwarder;  evaluate  direct  entry into the trucking and warehouse distribution
business as a complement to the services already provided to existing customers;
and  continue  its  reduction  of 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 revenues
for  fiscal  2003  (which  may  approximate  $80 million) could be significantly
greater  than  its gross revenues for fiscal 2002, and that profitability should
exceed  Janel's  fiscal  2002  results,  as  well.

ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
     Not  applicable.

                                       18

<PAGE>

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 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 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  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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

Name                           Age     Position
----                           ---     --------

                                       President,  Chief  Operating
Stephen  P.  Cesarski           57     Officer  and  Director

                                       Executive  Vice  President,
James  N. Jannello              58     Chief Executive Officer and Director

William  J.  Lally              49     Director

Ruth  Werra                     61     Secretary

Linda  Bieler                   41     Controller  and  Chief  Financial
                                       and Accounting  Officer

                                       19

<PAGE>

     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,
2000,  2001  and  2002,  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.

                                       20

<PAGE>
<TABLE>
<CAPTION>

Name and                                   Other      Awards,        Securi-
Principal                                  Annual     Restricted     ties                 All
Position                                   Compen-    Stock          Under-     Payouts,  Other
                                           sation     Awards         lying      LTIP      Comp-
               Year   Salary     Bonus     ($)                       Options    Payouts   ensation
                         ($)      ($)                                /SARs       (#)        ($)
<S>            <C>    <C>        <C>      <C>         <C>            <C>        <C>
----------------------------------------------------------------------------------------------------
Stephen  P.    2000   155,680    250,200  32,296(1)
Cesarski(1)    2001   155,680     45,000  21,415(1)
President and  2002   153,285     35,000  17,981(1)
Chief
Operating
Officer
----------------------------------------------------------------------------------------------------
James  N.      2000   149,680    250,000   25,491(2)
Jannello  (2)  2001   149,680     45,200   13,615(2)
Executive      2002   147,377     35,000   13,685(2)
Vice
President and
Chief
Executive
Officer
----------------------------------------------------------------------------------------------------
Noel  J.      2000      87,951              8,009(3)
Jannello (3)  2001     118,460             11,712(3)
Vice
President     2002     118,436              8,819(3)
----------------------------------------------------------------------------------------------------
William  J.   2000     100,560    70,000   14,273(4)
Lally  (4)    2001     100,560              7,423(4)
Director      2002     100,560              4,075(4)
----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes  $9,783,  $8,774  and $8,300 of medical insurance premiums paid on
     behalf of such individual for each of the fiscal years ended 2002, 2001 and
     2000,  respectively;  $6,009,  $6,009  and  $5,759  for  automobile  and
     automobile-related  costs,  including insurance, incurred on behalf of such
     individual,  for  each  of  the  fiscal  years  ended  2002, 2001 and 2000,
     respectively;  $2,189,  $1,703  and $2,491 of 401(k) paid on behalf of such
     individual  for  each  of  the  fiscal  years  ended  2002,  2001 and 2000,
     respectively;  $4,929  and  $15,746  of profit-sharing contribution paid on
     behalf of such individual, respectively, for each of the fiscal years ended
     2001  and  2000.

(2)  Includes  $5,761 and $1,211 of medical insurance premiums paid on behalf of
     such  individual  for  each  of  the  fiscal  years  ended  2002  and 2001,
     respectively;  $5,819,  $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  2002, 2001 and 2000,
     respectively;  $2,105,  $1,656  and $2,666 of 401(k) paid on behalf of such
     individual  for  each  of  the  fiscal  years  ended  2002,  2001 and 2000,
     respectively;  $4,929  and  $17,006  of profit-sharing contribution paid on
     behalf of such individual, respectively, for each of the fiscal years ended
     2001  and  2000.

                                       21

<PAGE>

(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 2002, 2001 and
     2000,  respectively;  $3,000,  $2,750  and  $1,700  for  automobile  and
     automobile-related  costs,  including insurance, incurred on behalf of such
     individual,  for  each  of  the  fiscal  years  ended  2002, 2001 and 2000,
     respectively;  $1,319,  $948  and  $745  of  401(k)  paid on behalf of such
     individual  for  each  of  the  fiscal  years  ended  2002,  2001 and 2000,
     respectively;  $3,514  and  $1,064  of  profit-sharing contribution paid on
     behalf of such individual, respectively, for each of the fiscal years ended
     2001  and  2000.

(4)  Includes  $4,075, $4,075 and $4,075 for automobile-related costs, including
     insurance,  incurred  on  behalf of such individual, for each of the fiscal
     years  ended  2002,  2001 and 2000, respectively; $314 and $1,691 of 401(k)
     paid  on  behalf  of  such  individual for each fiscal years ended 2001 and
     2000,  respectively;  $3,034 and $8,507 of profit-sharing contribution paid
     on  behalf  of  such individual, respectively, for each of the fiscal years
     ended  2001  and  2000.

ITEM  12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED  STOCKHOLDER  MATTERS

     The  following  table  sets  forth  certain information regarding shares of
common  stock  beneficially  owned  as of December 26, 2002, 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:
<TABLE>
<CAPTION>

Name and Address of                   Shares Beneficially Owned             Percentage of Stock
Beneficial Owner                                                            Outstanding (1)
<S>                                   <C>                                   <C>
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 Road
Bensenville, IL 60106

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

</TABLE>

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

                                       22

<PAGE>
   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
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 nonqualified 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

                                       23
<PAGE>
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 nonqualified
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.

   Transfer  Agent.

     The  company's  current  transfer agent is Executive Registrar and Transfer
Agency,  Inc.,  4118  West  Thomas  Road,  Suite  707,  Phoenix,  AZ  80517.

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, 2002, James N. Jannello was
indebted  to  the  company in the aggregate sum of $149,532 and William J. Lally
was  indebted  to  the company in the aggregate amount of $10,000. These officer
loans  are  non-interest  bearing  and  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.
                                       24

<PAGE>

ITEM  14.     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  15.     EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

          (a)  FINANCIAL  STATEMENTS

                    Independent  Auditor's  Report

                    Consolidated  Balance  Sheets  as  at September 30, 2002 and
                    2001

                    Consolidated  Statement  of  Operations  for the Years Ended
                    September  30,  2002,  2001  and  2000

                    Consolidated  Statement  of  Changes in Stockholders` Equity
                    for  the  Years  Ended  September  30,  2002,  2001 and 2000

                    Consolidated  Statement  of  Cash  Flows for the Years Ended
                    September  30,  2002,  2001  and  2000

                    Notes  to  Consolidated  Financial  Statements

                                       25

<PAGE>

          (B)  REPORTS  ON  FORM  8-K.

               Janel  filed  a  Form  8-K  report  on  July  18,  2002 reporting
               information  in  Item 1, Item 2, Item 5, Item 6 and Item 7, and a
               Form 8-K/A report on August 1, 2002 reporting information in Item
               4, Item 5, Item 6, Item 7 and Item 8, which also included Janel's
               audited  consolidated  financial  statements for the fiscal years
               ended  September  30,  2001,  2000  and  1999.

          (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
               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.

                                       26
<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,  2002

                            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.

<TABLE>
<CAPTION>
<S>                           <C>                                      <C>
/s/ James N. Jannello    Executive Vice President, Chief Executive    December 30, 2002
---------------------
James  N.  Jannello      Officer and Director


/s/ Stephen P. Cesarski  President, Chief Operating                   December 30, 2002
-----------------------  Officer and Director
Stephen  P.  Cesarski

/s/ William J. Lally     Director                                     December 30, 2002
---------------------
William  J.  Lally


/s/ Linda Bieler         Controller and Chief Financial and           December 30, 2002
----------------         Accounting  Officer
Linda  Bieler

/s/ Ruth  Werra          Secretary                                    December 30, 2002
----------------
Ruth Werra

                                       27
</TABLE>
<PAGE>

PARITZ & COMPANY, P.A.




================================================================================

                     JANEL WORLD TRADE LTD. AND SUBSIDIARIES
                            (FORMERLY C AND N CORP.)

                        CONSOLIDATED FINANCIAL STATEMENTS
                                     WITH
                          INDEPENDENT AUDITORS' REPORT

                    YEARS ENDED SEPTEMBER 30, 2002 AND 2001


================================================================================


<PAGE>



                          INDEPENDENT AUDITORS' REPORT





Board of Directors
JANEL WORLD TRADE LTD. AND SUBSIDIARIES
(FORMERLY C AND N CORP.)
Jamaica, New York



     We have audited the accompanying consolidated balance sheets of JANEL WORLD
TRADE  LTD.  AND  SUBSIDIARIES (FORMERLY C AND N CORP.) as of September 30, 2002
and  2001  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, 2002.  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 (FORMERLY C AND N CORP.) as of September 30, 2002
and  2001  and  the results of its operations and its cash flows for each of the
three years in the period ended September 30, 2002 in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.


Hackensack, New Jersey
November 18, 2002
(Except as to Note 13(b) which
is December 12, 2002)



<PAGE>

<TABLE>
<CAPTION>

                    JANEL WORLD TRADE LTD. AND SUBSIDIARIES
                            (FORMERLY C AND N CORP.)

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

                                             -----------SEPTEMBER  30,-----------

                                                     2002        2001

<S>                                                  <C>         <C>
                                    ASSETS

CURRENT ASSETS:
  Cash (NOTES 1,6)                                $1,198,941  $1,429,082
  Accounts receivable                              3,059,550   2,738,513
  Marketable securities (NOTE 3)                      33,523      37,592
  Loans receivable - officers  (NOTE 4)              159,532     138,837
                   - other                            19,325      20,682
  Prepaid expenses and sundry current assets          98,842     108,739
                                                ------------- ------------
     TOTAL CURRENT ASSETS                          4,569,713   4,473,445
                                                ------------- ------------

PROPERTY AND EQUIPMENT, NET (NOTE 5)                 107,876     165,805
                                                ------------- ------------

OTHER ASSETS:

  Cash surrender value of life insurance                   -      44,469
  Security deposits                                   48,707      48,651
                                                ------------- ------------
     TOTAL OTHER ASSETS                               48,707      93,120
                                                ------------- ------------
     TOTAL ASSETS                                 $4,726,296  $4,732,370
                                                ============= ============


           LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:

  Note payable - bank (NOTE 6)                    $  300,000  $  325,000
  Accounts payable                                 1,758,204   1,833,782
  Accrued expenses and taxes payable                 281,274     169,234
  Current portion of long-term debt (NOTE 7)          11,898      80,924
                                                ------------- ------------
     TOTAL CURRENT LIABILITIES                     2,351,376   2,408,940
                                                ------------- ------------

OTHER LIABILITIES:

  Deferred compensation                               78,568     123,037
  Long-term debt (NOTE 7)                                  -      30,582
                                                ------------- ------------
     TOTAL OTHER LIABILITIES                          78,568     153,619
                                                ------------- ------------

STOCKHOLDERS' EQUITY (NOTE 8)                      2,296,352   2,169,811
                                                ------------- ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $4,726,296  $4,732,370
                                                ============= ============

</TABLE>
================================================================================

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


<PAGE>
<TABLE>
<CAPTION>

                    JANEL WORLD TRADE LTD. AND SUBSIDIARIES
                            (FORMERLY C AND N CORP.)

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


                                      -----------YEAR ENDED SEPTEMBER 30,--------
<S>                                          <C>           <C>          <C>
                                             2002        2001         2000
                                      --------------- ------------ -------------

FREIGHT FORWARDING  REVENUES            $44,848,442   $46,650,094  $53,160,777
                                      --------------- ------------ -------------

COSTS AND EXPENSES:
  Forwarding expenses                    39,025,117    40,742,183   47,020,256
  Selling, general and administrative     5,571,584     5,846,384    6,231,212
  Interest                                   21,059        34,104       36,067
                                      --------------- ------------ -------------
          TOTAL COSTS AND EXPENSES       44,617,760    46,622,671   53,287,535
                                      --------------- ------------ -------------

INCOME(LOSS) BEFORE OTHER ITEMS             230,682        27,423     (126,758)
                                      --------------- ------------ -------------
OTHER ITEMS:
  Impairment loss (NOTE 2)                 (250,000)            -            -
  Interest and dividend income               10,035        39,243       23,911
                                      --------------- ------------ -------------
     TOTAL OTHER ITEMS                     (239,965)       39,243       23,911
                                      --------------- ------------ -------------

INCOME(LOSS)  BEFORE INCOME TAXES            (9,283)       66,666     (102,847)

Income taxes (NOTE 9)                       109,500        27,700       27,800
                                      --------------- ------------ -------------

NET INCOME (LOSS)                       $  (118,783)  $    38,966  $  (130,647)
                                      =============== ============ =============

BASIC AND DILUTED LOSS PER SHARE        $    (.0077)      N/A          N/A
                                      =============== ============ =============

WEIGHTED NUMBER OF SHARES OUTSTANDING    15,350,332       N/A          N/A
                                      =============== ============ =============

</TABLE>
================================================================================

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

<PAGE>
<TABLE>
<CAPTION>
                    JANEL WORLD TRADE, LTD. AND SUBSIDIARIES
                            (FORMERLY C AND N CORP.)

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

                                                                                                       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, 1999               1,000      3,200    228,887     2,042,772           -           -         2,274,859
Net loss                                       -        -          -        (130,647)          -           -          (130,647)
Other comprehensive gains:
  Unrealized gains on available-for-sale
    marketable securities                      -        -          -            -              -         13,304         13,304
                                      ------------ -------- -------- ---------------- ------------- -------------- -------------


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
                                      ============ ======== ========  ===============  ============= ============= =============

================================================================================================================================

</TABLE>


   The accompanying notes are an integral part of these consolidated  financial
                                   statements
<PAGE>
                    JANEL WORLD TRADE, LTD. AND SUBSIDIARIES
                            (FORMERLY C AND N CORP.)

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

<TABLE>
<CAPTION>

                                                     ---YEAR  ENDED  SEPTEMBER  30,----

                                                         2002          2001        2000
<S>                                                       <C>          <C>          <C>
                                                     -------------- ----------- ------------
OPERATING  ACTIVITIES:

Net income (loss)                                      $(118,783)     $38,966    $(130,647)
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Impairment loss                                     250,000            -            -
      Depreciation and amortization                        84,561      122,799      105,675
    Changes in operating assets and liabilities:
      Accounts receivable                                (321,037)     691,141      (80,611)
      Loans receivable                                    (19,338)      21,653        2,557
      Prepaid expenses and sundry current assets            9,897       71,611      (37,520)
      Accounts payable and accrued expenses                36,462     (349,936)       1,545
      Other                                                   (56)       1,523      111,218
                                                     -------------- ----------- ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES       (78,294)     597,757      (27,783)
                                                     -------------- ----------- ------------

INVESTING ACTIVITIES:
  Acquisition of property and equipment, net              (26,632)     (51,376)    (167,073)
  Purchase of marketable securities                          (607)      (7,306)      (3,804)
                                                     -------------- ----------- ------------
NET CASH USED IN INVESTING ACTIVITIES                     (27,239)     (58,682)    (170,877)
                                                     -------------- ----------- ------------


FINANCING ACTIVITIES:
  Repayment of long-term debt                             (99,608)     (93,872)     (43,398)
  Bank borrowings (repayment)                             (25,000)     125,000            -
                                                     -------------- ----------- ------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      (124,608)      31,128      (43,398)
                                                     -------------- ----------- ------------

INCREASE (DECREASE)  IN CASH                             (230,141)     570,203     (242,058)

CASH - BEGINNING OF YEAR                                1,429,082      858,879    1,100,937
                                                     -------------- ----------- ------------

CASH - END OF YEAR                                     $1,198,941   $1,429,082   $  858,879
                                                     ============== =========== ============
SUPPLEMENTAL DISCLOSURES OF CASH
    FLOW INFORMATION:
      Cash paid during the year for:
          Interest                                     $   21,059   $   34,104   $   36,067
                                                     ============== =========== ============
          Income taxes                                 $    4,654   $   16,002   $   50,469
                                                     ============== =========== ============
      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
                            (FORMERLY C AND N CORP.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2002 AND 2001

================================================================================



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  the
     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, 2002 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 is
     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.

3     MARKETABLE  SECURITIES

Marketable  securities  consist  of  the  following:

                                                    Unrealized
                                                    Holding
                                       Cost        (losses) Gains    Fair value
                                   ------------ ------------------- -----------

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


     As  of  September  30,  2001:
            Mutual Funds               $50,959          $(13,367)      $37,592
                                   ============ =================== ===========



<PAGE>

================================================================================

4    LOANS  RECEIVABLE  -  OFFICERS

     The loans receivable - officers are non-interest bearing and 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,----------
                                    2002              2001             Life

     Furniture  and  fixtures     $  91,523          $  93,474     5-7  years
     Computer  equipment            609,956            598,596     5  years
     Leasehold  improvements             -               3,957     5  years
                                 ------------       -----------
                                    701,479            696,027

     Less accumulated depreciation
       and amortization             593,603            530,222
                                 ------------       -----------
                                   $107,876          $165,805
                                 ============       ===========

6    NOTE  PAYABLE  -  BANK

     The  Company  has  a  line  of  credit with a bank pursuant to which it may
     borrow  up to $400,000. Advances under this facility bear interest at prime
     plus  1/2%  and  are  collateralized  by  various  certificates of deposit.


7    LONG-TERM  DEBT

     Long-term debt consists of various capitalized lease obligations payable in
     monthly installments of approximately $1,000 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.

<PAGE>
================================================================================


9     INCOME  TAXES

      Income  taxes  consist  of  the  following:

                       --------------Year  Ended  September  30,---------------
                               2002             2001                2000

        Federal              $ 66,100          $11,000          $     -
        State and local        43,400           16,700           27,800
                           -------------     ------------     --------------

                             $109,500          $27,700          $27,800
                           =============     ============     ==============


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

<TABLE>
<CAPTION>
<S>                                                               <C>
                                            ----------Year  Ended  September  30,------------

                                                     2002           2001          2000


   Federal taxes (benefit) at statutory rates     $ (40,400)       $15,200      $     -
   Non-deductible expenses                          123,550              -            -
   State and local taxes, net of Federal benefit     26,350         12,500       27,800
                                                 -------------   ------------ -------------
                                                   $109,500        $27,700      $27,800
                                                 =============   ============ =============
</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,  2002  ,  2001  and 2000
     aggregated  approximately  $22,500,  $100,000  and  $121,500, respectively.


11   RENTAL  COMMITMENTS

     The Company conducts its operations from leased premises. Rental expense on
     operating leases for the years ended September 30, 2002, 2001 and 2000 were
     approximately  $275,000,  $299,000  and  $265,000,  respectively.

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


                     Year ended September 30, 2003     $256,000
                                              2004      223,000
                                              2005      225,000
                                              2006      207,000
                                              2007      192,000
                                        Thereafter      339,000

<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   SUBSEQUENT  EVENT

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

(b)  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 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.


<PAGE>