10-K 1 v330123_10k.htm ANNUAL REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended September 30, 2012 or

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .

Commission file number: 333-60608

JANEL WORLD TRADE, LTD.

(Exact name of registrant as specified in its charter)

NEVADA		86-1005291
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

150-14 132^nd Avenue, Jamaica, NY		11434
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code		(718) 527-3800

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

Title of Each Class		Name of Each Exchange on Which Registered
None		None

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

Title of Class

Common Stock, $0.001 par value

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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 other information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

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

The aggregate market value of Common Stock, $0.001 par value, held by non-affiliates of the registrant based on the closing sales price of the Common Stock on the Over-The-Counter (OTC) market on March 31, 2012, was $1,179,648.

The number of shares of Common Stock outstanding as of January 4, 2013 was 21,732,192.

JANEL WORLD TRADE, LTD.

2012 ANNUAL REPORT ON FORM 10-K

Table of Contents

		Page

PART I

Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
	Purchases of Equity Securities	11
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	12
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	19

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	20
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships, Related Transactions and Director Independence	27
Item 14.	Principal Accountant Fees and Services	27

PART IV

Item 15.	Exhibits and Financial Statement Schedules	29

	Signatures	31

PART I

ITEM 1.

BUSINESS

Background

Janel World Trade, Ltd. (“we”, “the Company” or “Janel”) provides logistics services for importers and exporters worldwide, through its wholly owned subsidiaries. Our principal executive office is located at 150-14 132^nd Avenue, Jamaica, NY 11434, adjacent to the John F. Kennedy International Airport, and our telephone number is 718-527-3800. Information about us may be obtained from our website www.janelgroup.net. Copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, are available free of charge on the website as soon as they are filed with the Securities and Exchange Commission (SEC) through a link to the SEC’s EDGAR reporting system. Simply select the “Investors” menu item, and then click on the “SEC Filings” link. The SEC’s EDGAR reporting system can also be accessed directly at www.sec.gov. The Company was incorporated in Nevada in August 2000 as the successor to operations commenced in 1975 – see history, below.

In July 2008, the Company acquired the customs brokerage “book of business” of Ferrara International Logistics, Inc., a New Jersey corporation (“FIL”), consisting of books, records, forms, manuals, access codes, goodwill, customer lists and contact information, telephone and advertising listings for the expansion of the Company’s international integrated logistics transport services business. On October 4, 2010, the Company acquired the international freight forwarding assets of FIL, consisting of books, records, forms, access codes, goodwill, customer lists and contact information, telephone and advertising listings for the expansion of the Company’s international freight forwarding business, pursuant to the terms of an Asset Purchase Agreement (the “Purchase Agreement”) between the Registrant and FIL dated October 4, 2010. The purchase price paid and to be paid under the terms of the Purchase Agreement consists of (i) cash in an amount equal to 70% of the annual actual earnings before interest, taxes, depreciation and amortization (EBITDA) achieved over the three 12-month periods following the Closing (the “Earn-Out Period”) from revenues generated from the customers included in the purchased assets, and (ii) 1,714,286 restricted shares of the Registrant’s Common Stock valued at $600,000 based on the closing market price of the stock on October 1, 2010 (the “Share Allocation”), issued pursuant to an exemption from registration set forth in Section 4(2) of the Securities Act of 1933 and Regulation D promulgated there under. The Share Allocation is subject to decrease if actual EBITDA from revenues generated from the customers included in the purchased assets during the Earn-Out Period is below $2 million, and will be issued in three installments on October 4, 2011, 2012 and 2013.

Description of Business

Janel is a non-asset based third party logistics services company, 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. From April 2011 until June 2012, we operated a vertical sales and supply chain food industry business segment including supplier selection, manufacturing, transportation, import, distribution, marketing and sales within the food industry. During the June 2012 quarter the Company divested itself of and discontinued the food industry segment and now operates as one reportable business segment. During our 2011 fiscal year we discontinued our computer software sales, support and maintenance business segment.

Our traditional freight forwarding and customs brokerage activities include various 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 our 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.

We operate out of seven leased locations in the United States: Jamaica (headquarters) and Lynbrook (accounting) in New York; Elk Grove Village (Chicago, Illinois); Forest Park (Atlanta, Georgia); Inglewood (Los Angeles, California) and two locations in Hillside (Newark, New Jersey). Each Janel office is managed independently, with each manager having over 20 years experience with the Company. Janel Shanghai, Janel Hong Kong and Janel China (Shenzhen) operate as independently owned franchises within the Company’s network.

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Janel conducts its business through a network of Company-operated facilities and independent agent relationships in most trading countries. During fiscal 2012 (Janel’s fiscal year ends September 30), the Company handled approximately 39,000 individual import and export shipments, predominately originating or terminating in the United States, Europe and the Far East. Janel generated gross revenue of approximately $98.7 million in fiscal 2012, $98.4 million in fiscal 2011 and $88.4 million in 2010. In fiscal 2012, approximately 69% of revenue related to import activities, 6% to export, 21% to break-bulk and forwarding, and 4% to warehousing, distribution and trucking.

History

Janel commenced business in 1975 as Janel International Forwarding Company, Inc., a New York corporation. In 1976, the “Janel Group” was established in New York City as a company primarily focused on quality import customs brokerage and related transportation services. Janel’s initial customer base consisted of importers and exporters of machines and machine parts, principally through what was then West Germany. Shortly thereafter, the Company began expanding its business scope into project transportation and high-value general cargo forwarding. In 1979, Janel expanded to the Midwest and West Coast, opening branches in Chicago and Los Angeles, respectively. Additional locations were opened in Atlanta (1995) and Miami (franchise agent) (1997). In 1980, C and N Corp. 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 manufactured (through a subcontractor) electronic switching equipment shelters, which it sold to the carrier together with consulting services on transportation logistics and coordination for construction of cellular telephone sites in Thailand.

In 2000, Janel opened the office in Shanghai, China, followed by the opening of the Hong Kong office in 2001 and the opening of an office in Shenzhen, China in 2003. These offices utilize the Janel name but are independently owned and operated by non-related third parties.

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

In October 2007, the Company acquired certain assets of Order Logistics, Inc. (OLI) consisting of proprietary technology, intellectual property (including the name “Order Logistics”), office locations and equipment and customer lists for use in the management and expansion of the Company’s international integrated logistics transport services business. This operation was discontinued during our 2011 fiscal year.

In July 2008, the Company acquired the customs brokerage “book of business” of Ferrara International Logistics, Inc. (FIL), consisting of books, records, forms, manuals, access codes, goodwill, customer lists and contact information, telephone and advertising listings for the expansion of the Company’s international integrated logistics transport services business. In October 2010, the Company acquired the remaining assets of FIL (see above for a description of the FIL transaction), consisting of the international freight forwarding services associated with the movement of air and ocean shipments, warehousing (handling and storage) and trucking.

In April 2011, the Company started, through its Janel Ferrara Logistics, LLC wholly owned subsidiary, a new business segment which was comprised of vertical sales and supply chain services primarily in the food industry. In June 2012, as a result of the significant losses incurred since the establishment of the food industry business segment, Janel Ferrara Logistics, LLC (“Seller”) entered into an Asset Purchase and Sale and Assumption of Liabilities Agreement with Mann Global Enterprises, LLC (“Purchaser”) pursuant to which the Purchaser purchased all of the Seller’s assets used in connection with the Company’s food industry vertical sales business (see above for a description of the transaction).

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Operations

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

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

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

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

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

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

Information Systems. Janel’s information system hardware consists of an IBM AS 400 system that is utilized by all of its offices in the United States. The Company’s information technology capabilities also include DCS/HBU Logistics software (a fully integrated freight forwarding and financial reporting system), a T-1 online national network, recently acquired Web-based supply-chain technology, and a nationwide in-house e-mail network. These systems enable Janel to perform in-house computer tracking and to offer customers landed-cost calculations and online Internet information availability via the Company’s websites relative to the tracing and tracking of customer shipments. The fully integrated real time performance provides us with accurate and timely financial information.

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Customers, Sales and Marketing

While Janel’s customer base represents a multitude of diverse industry groups, the bulk of the Company’s shipments are related to three principal markets: consumer wearing apparel and textiles, machines and machine parts, and household appliances. During fiscal 2012, the Company shipped goods and provided logistics services for approximately 1,000 individual accounts. Janel markets its global cargo transportation and integrated logistics services worldwide. In markets where the Company does not operate its own facilities, its direct sales efforts are supplemented by the referral of business through one or more of the Company’s franchise or agent relationships. We have two customers that each account for over 10% of our revenues in fiscal 2012: The Conair Corporation (which accounts for approximately 16% of revenue) and H.H. Brown Shoe Company (which accounts for approximately 15% of revenue).

James N. Jannello and William J. Lally, the Company’s Chief Executive Officer and President, respectively, 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.

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. Many of our customers utilize more than one transportation provider.

Employees

As of September 30, 2012, Janel employed 78 people; 36 in its Jamaica, New York headquarters, and Lynbrook, New York back office; 13 in Hillside, New Jersey; 11 in Elk Grove Village, Illinois; 5 in Forest Park, Georgia: and 13 in Inglewood, California. Approximately 58 of the Company’s employees are engaged principally in operations, 13 in finance and administration and seven 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.

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.

Inflation

We do not believe that the relatively moderate rates of inflation in the United States in recent years have had a significant effect on our operations.

Seasonality and Shipping Patterns

Historically, Janel’s quarterly operating results have been subject to seasonal trends. The fiscal first quarter has traditionally been the weakest and the fiscal third and fourth quarters have traditionally been the strongest. This pattern has been the result of, or influenced by, numerous factors including climate, national holidays, consumer demand, economic conditions and other similar and subtle forces. This historical seasonality has also been influenced by the growth and diversification of Janel’s international network and service offerings.

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. Many of Janel’s customers may ship a significant portion of their goods at or near the end of a quarter. 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. 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.

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

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

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

Cargo Liability

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

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

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

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

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ITEM 1A.

RISK FACTORS

An investment in our Common Stock is subject to risks inherent to our business. The material risks and uncertainties that management believes affect the Company are described below. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations.

Risk Factors Relating To Our Business Generally

We face aggressive competition from freight carriers with greater financial resources and with companies that operate in areas that we plan on expanding to in the future.

We face intense competition within the freight industry on a local, regional, national and global basis. Many of our competitors have much larger facilities and far greater financial resources than ours. In the freight forwarding industry, we compete with a large and diverse group of freight forwarding concerns, commercial air and ocean carriers and a large number of locally established companies in geographic areas where we do business or intend to do business in the future. The loss of customers, agents or employees to competitors could adversely impact our ability to maintain profitability.

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

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

We intend to continue expansion through acquisition.

We have grown through the acquisitions of other freight forwarders and intend to continue our program of business expansion through acquisitions. There can be no assurance that our:

financial condition will be sufficient to support the funding needs of an expansion program;

that acquisitions will be successfully consummated or will enhance profitability; or

that any expansion opportunities will be available upon reasonable terms.

We expect future acquisitions to encounter risks similar to the risks that past acquisitions have had such as:

difficulty in assimilating the operations and personnel of the acquired businesses;

potential disruption of our ongoing business;

the inability of management to realize the projected operational and financial benefits from the acquisition or to maximize our financial and strategic position through the successful incorporation of acquired personnel and clients;

the maintenance of uniform standards, controls, procedures and policies; and

the impairment of relationships with employees and clients as a result of any integration of new management personnel.

We expect that any future acquisitions could provide for consideration to be paid in cash, stock or a combination of cash and stock. There can be no assurance that any of these acquisitions will be accomplished. If an entity we acquire is not efficiently or completely integrated with us, then our business, financial condition and operating results could be materially adversely affected.

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We may not have sufficient working capital to continue operations.

Our cash needs are currently met by our commercial bank credit facilities and cash on hand. Our actual working capital needs for the short and long terms will depend upon numerous factors, including our operating results, the availability of a revolving line of credit, competition, and the cost associated with growing the Company either internally or through acquisition, none of which can be predicted with certainty. If our results of operations and our availability under our bank line of credit are insufficient to meet our cash needs, we will be required to obtain additional investment capital or debt funding to continue operations. We are actively pursuing additional investment capital for the very short and long terms; however there is no assurance that our efforts will be successful. If we are not successful in funding our working capital requirements, the Company’s operations will be materially negatively impacted.

Events affecting the volume of international trade and international operations could adversely affect our international operations.

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

economic and political conditions in the United States and abroad;

major work stoppages;

exchange controls, currency conversion and fluctuations;

war, other armed conflicts and terrorism; and

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

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

We are dependent upon key officers.

Our founder, James N. Jannello, continues to serve as Executive Vice President and Chief Executive Officer, and William J. Lally, who replaced the Company’s former President in May 2009, continues to serve as President and Chief Operating Officer. We believe that our success is highly dependent on the continuing efforts of Mr. Jannello and the other executive officers and key employees, as well as our ability to attract and retain other skilled managers and personnel. None of our officers or key employees is subject to employment contracts. The loss of the services of any of our key personnel could have a material adverse effect on us.

Economic and other conditions in the markets in which we operate can affect demand for services and results of operations.

Our future operating results are dependent upon the economic environments of the markets in which we operate. Demand for our services could be adversely affected by economic conditions in the industries of our customers. Many of our principal customers are in the fashion, household products, industrial products, computer and electronics industries. Adverse conditions in any one of these industries or loss of the major customers in such industries could have a material adverse impact upon us. We expect the demand for our services (and consequently our results of operations) to continue to be sensitive to domestic and, increasingly, global economic conditions and other factors beyond our control.

In addition, the transport of freight, both domestically and internationally, is highly competitive and price sensitive. Changes in the volume of freight transported, shippers preferences as to the timing of deliveries as a means to control shipping costs, economic and political conditions, both in the United States and abroad, work stoppages, United States and foreign laws relating to tariffs, trade restrictions, foreign investments and taxation may all have significant impact on our overall business, growth and profitability.

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Janel’s Officers and Directors control the Company.

The officers and directors of the Company control the vote of approximately 40.4% 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.

Failure to comply with governmental permit and licensing requirements or statutory and regulatory requirements could result in civil and criminal sanctions, 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 statutes and regulations prohibiting various activities that in many instances require permits and licenses. Our failure to maintain compliance with applicable law and regulations, 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.

Terrorist attacks and other acts of violence or war may affect any market on which our shares trade, the markets in which we operate, our operations and our profitability.

Terrorist acts or acts of war or armed conflict could negatively affect our operations in a number of ways. Primarily, any of these acts could result in increased volatility in or damage to the U.S. and worldwide financial markets and economy and could lead to increased regulatory requirements with respect to the security and safety of freight shipments and transportation. They could also result in a continuation of the current economic uncertainty in the United States and abroad. Acts of terrorism or armed conflict, and the uncertainty caused by such conflicts, could cause an overall reduction in worldwide sales of goods and corresponding shipments of goods. This would have a corresponding negative effect on our operations. Also, terrorist activities similar to the type experienced on September 11, 2001 could result in another halt of trading of securities, which could also have an adverse affect on the trading price of our shares and overall market capitalization.

Risk Factors Relating to our Articles of Incorporation and our Stock

The liability of our directors is limited.

Our Articles of Incorporation limit the liability of directors to the maximum extent permitted by Nevada law.

It is unlikely that we will issue dividends on our Common Stock in the foreseeable future.

We have never declared or paid cash dividends on our Common Stock and do not intend to pay dividends in the foreseeable future. The payment of dividends in the future will be at the discretion of our board of directors.

Our stock price is subject to volatility.

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

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.

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ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

As of September 30, 2011, Janel leased office and warehouse space in 5 cities located in the United States. 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, 2015, with an annual base rent of $160,409. Its administrative office in Lynbrook, New York is approximately 1,459 square feet and is occupied under a lease which expires February 28, 2013, with an annual rent of $48,048 through February 28, 2013. Janel’s Elk Grove Illinois office occupied approximately 2,170 square feet with an additional 450 square feet of warehouse space, all subject to a under a lease with a term ending May 31, 2014, with an annual base rent of $42,000. Janel’s Georgia location occupies approximately 3,000 square feet of office and warehouse space, under a lease which expires on August 31, 2014 with an annual rent of $28,836. Janel’s Los Angeles office occupies approximately 3,000 square feet of office under a lease which expires on June 30, 2016, with an annual rent of $83,100 through May 31, 2014, and increases every eighteen (18) months based upon the CPI with a limit of up to 4.5% per year. Janel’s Hillside New Jersey location operates in two separate locations. The first location occupies approximately 7,000 square feet of office space adjoined by 200,000 square feet of warehouse space with a term ending August 31, 2021, with an annual base rent of $725,004 through August 31, 2016 and the second location occupies approximately 1,000 square feet of office space adjoined by 47,600 square feet of warehouse space with a term ending May 31, 2016, with an annual base rent of $182,250 through May 31, 2013. Certain of the leases also provide for annual increases based upon increases in taxes or service charges.

ITEM 3.

LEGAL PROCEEDINGS

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

On June 22, 2012 (amended September 5, 2012), Fratelli Masturzo S.R.L., Clematis, S.R.L., Fratelli Longobardi S.R.L. and Pancrazio S.P.A. filed a law suit in the Supreme Court of the State of New York County of Queens against The Janel Group of New York, Inc., Ferrara International Logistics, Inc., Tutto Italia USA, LLC and Paul Sorvino Foods, Inc. (Case No. 18503-12). The complaint alleges the non-payment of food product purchases totaling $186,728. The Company intends to vigorously defend this claim.

On June 27, 2012, Allegiance Retail Services, LLC and Foodtown, Inc. filed a law suit in the Supreme Court of New Jersey against Janel Ferrara Logistics, LLC d/b/a Paul Sorvino Foods. The complaint alleges the non-payment of invoices for the placing, merchandising, marketing and promoting of food products totaling $103,856. The Company intends to vigorously defend this claim.

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PART II

ITEM 5.

MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s Common Stock is traded on the Over-The-Counter (OTC) market under the symbol JLWT.

The following table sets forth the high and low prices for the Common Stock for each full quarterly period during the fiscal years indicated. The prices reflect the high and low bid prices as available through the OTC market and represent prices between dealers and do not reflect the retailer markups, markdowns or commissions, and may not represent actual transactions. There have been no dividends declared.

Fiscal Year Ended September 30, 2012

First Quarter	High	$	0.17
	Low	$	0.09

Second Quarter	High	$	0.19
	Low	$	0.09

Third Quarter	High	$	0.15
	Low	$	0.06

Fourth Quarter	High	$	0.08
	Low	$	0.03

Fiscal Year Ended September 30, 2011

First Quarter	High	$	0.44
	Low	$	0.30

Second Quarter	High	$	0.44
	Low	$	0.24

Third Quarter	High	$	0.32
	Low	$	0.22

Fourth Quarter	High	$	0.30
	Low	$	0.14

On December 24, 2012, the Company had 57 holders of record and approximately 366 beneficial holders of its shares of Common Stock. The closing price of the Common Stock on that date was $0.06 per share.

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ITEM 6.

SELECTED FINANCIAL DATA

JANEL WORLD TRADE, LTD.

(in thousands, except per share data)

	2012			2011			2010			2009			2008
Statement of Operations Data:
Revenue	$	98,703		$	98,397		$	88,429		$	71,663		$	82,261
Costs and expenses		97,761			98,499			87,073			71,135			81,485
Depreciation and Amortization		393			338			214			302			56
Income (loss) from continuing operations	$	549		$	(440	)	$	1,142		$	226		$	720
Loss from discontinued operations, net of tax		(667	)		(312	)		(215	)		(517	)		(774	)
Impairment loss		(1,167	)		-			-			(1,066	)		(1,813	)
Net income (loss)	$	(2,679	)	$	(658	)	$	383		$	(1,241	)	$	(1,645	)
Net income (loss) per common share	$	(0.12	)	$	(0.03	)	$	0.02		$	(0.07	)	$	(0.10	)
Net (loss) per common share from discontinued operations	$	(0.03	)	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.05	)

Balance Sheet Data:
Total assets	$	9,099		$	12,393		$	11,342		$	10,025		$	13,471
Working capital (deficiency)		(207	)		715			1,832			2,491			2,651
Current liabilities		6,806			6,665			6,613			4,308			6,411
Long-term liabilities		300			1,204			92			1,585			2,189
Shareholders’ equity	$	1,993		$	4,524		$	4,637		$	4,132		$	4,871

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. 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.

Introduction

The following discussion and analysis addresses the results of operations for the fiscal year ended September 30, 2012, as compared to the results of operations for the fiscal year ended September 30, 2011 and the fiscal year ended September 30, 2011, as compared to the results of operations for the fiscal year ended September 30, 2010. The discussion and analysis then addresses the liquidity and financial condition of the Company, and other matters.

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Results of Operations

Years ended September 30, 2012 and 2011

Revenue. Total revenue from continuing operations for fiscal 2012 was $98,702,647, as compared to $98,396,617 for the same period of fiscal 2011, an increase of $306,030 or 0.3%. This increase is mainly the result of increased warehouse revenue when compared to the prior year. Net revenue (revenue minus forwarding expense) in fiscal 2012 was $9,925,934, an increase of $397,783 or 4.2% as compared to net revenue of $9,528,151 for fiscal 2011.

Forwarding Expense. Forwarding expense from continuing operations 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, and includes any duties, trucking and warehousing charges related to the shipments.

For fiscal 2012, forwarding expense decreased by $91,753, or 0.1%, to $88,776,713 as compared to $88,868,466 for fiscal 2011 and as a percentage of revenue decreased to 89.9% for fiscal 2012, from 90.3% for fiscal 2011, a 0.4 percentage point decrease. This percentage decrease is principally the result of a greater amount of warehouse revenue generated at our New Jersey warehouse when compared to the prior year. Typically forwarding expenses associated with warehouse revenue as a percentage of revenue are lower than forwarding expenses as a percentage of revenue associated with freight movements.

Selling, General and Administrative Expense. For fiscal 2012 and 2011, selling, general and administrative expenses were $10,114,204 (10.2% of revenue), and $9,630,818 (9.8% of revenue), respectively. This represents a year-over-year increase of $483,386, or 5.0%. The increases in amount and as a percentage of revenue are primarily the result of higher rent expense in fiscal 2012 at our New Jersey warehouse resulting from an increase in the amount of square footage leased at this location when compared to the prior year.

Change in fair value of contingent consideration. The Company performed a review of the fair value of the earn-out liability as of September 30, 2012 associated with the Ferrara International Logistics, Inc. acquisition of October 4, 2010 and determined that the fair value of the earn-out is zero. Accordingly, the Company recorded an adjustment of the entire liability in the amount of $1,129,650 (net of imputed interest) for the year ended September 30, 2012. Refer to Note 2(B) to the Consolidated Financial Statements.

Depreciation and Amortization. For fiscal 2012 and 2011, depreciation and amortization expenses were $392,837 and $337,707, respectively. This represents a year over year increase of $55,130, or 16.3%, and is mainly the result of the depreciation expenses associated with the new 15,000 square foot walk/drive-in freezer installed in our New Jersey warehouse.

Impairment Loss. The Company, with the assistance of a third party, performed a goodwill impairment test effective as of September 30, 2012 and determined that there was full impairment of the goodwill relating to the Ferrara International Logistics, Inc. acquisitions of July 18, 2008 and October 4, 2010. Accordingly, the Company recorded an impairment loss in the aggregate of $1,167,070 as of September 30, 2012, representing the write-off of goodwill. Of this amount $547,070 and $620,000 represented the write-off of goodwill associated with the July 18, 2008 and October 4, 2010 Ferrara International Logistics, Inc. acquisitions, respectively. Refer to Note 2(B) and 2(C) to the consolidated financial statements.

Interest Expense. For fiscal 2012 and 2011, interest expense was $173,206 and $137,015, respectively. This $36,191 increase is primarily the result of a higher interest rate and increased borrowings under our revolving line of credit with Community National Bank during fiscal 2012 versus fiscal 2011.

Loss From Continuing Operations. For the reasons stated above, the Company incurred a loss before taxes from continuing operations of ($790,086) and ($573,300) for fiscal 2012 and 2011, respectively.

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Income Taxes. The company recorded a net income tax provision of $1,221,304 for fiscal 2012 and a net income tax benefit of ($228,045) for fiscal 2011. Fiscal 2012 reflects applicable state income taxes and an expense in the amount of $1,184,003 to provide for a valuation allowance against the deferred tax asset. Fiscal 2011 reflects the U.S. federal statutory rate and applicable state income taxes.

Loss From Discontinued Operations. The Company incurred a loss from discontinued operations of ($667,326) and ($312,442) for fiscal 2012 and 2011, respectively.

Net Loss. For fiscal 2012 and 2011, there was a net loss of ($2,678,716) and ($657,697), respectively. Net loss available to common shareholders for fiscal 2012 and 2011 was ($2,693,716) or ($0.12) per diluted share and ($672,697) or ($0.03) per diluted share, respectively.

Years ended September 30, 2011 and 2010

Revenue. Total revenue from continuing operations for fiscal 2011 was $98,396,617, as compared to $88,428,775 for the same period of fiscal 2010, an increase of $9,967,842 or 11.3%. This increase is mainly the result of the relative strengthening of the U.S. economy year-over-year, the consequent increase in ocean fright and airfreight shipping activity by existing customers between the two periods, and by increased revenue in the amount of $4,273,139 from the FIL asset purchase acquisition when compared to the prior year which only included the 2008 FIL acquisition. Net revenue (revenue minus forwarding expenses) in fiscal 2011 was $9,528,151, an increase of $671,629 (7.6%) as compared to net revenue of $8,856,522 for fiscal 2010.

For fiscal 2011, forwarding expense increased by $9,296,213 or 11.7%, to $88,868,466 as compared to $79,572,253 for fiscal 2010, primarily because of the higher 2011 revenue. Included in this increase is an increase in forwarding expenses in the amount of $2,557,802 from the 2010 FIL asset purchase acquisition when compared to the prior year which only included the 2008 FIL acquisition. Forwarding expense as a percentage of revenue increased to 90.3% for fiscal 2011, from 90.0% for fiscal 2010, a 0.3 percentage point increase. This percentage increase is principally the result of a greater amount of revenue generated from our two largest customers where the forwarding expenses as a percentage of revenue are historically higher than the forwarding expenses as a percentage of revenue from other customers.

Selling, General and Administrative Expense. For fiscal 2011 and 2010, selling, general and administrative expenses were $9,630,818 (9.8% of revenue), and $7,501,256 (8.5% of revenue), respectively. This represents a year-over-year increase of $2,129,562, or 28.4%. The increases in amount and as a percentage of revenue are primarily the result of increased selling, general and administrative expenses associated with the FIL asset purchase acquisition of approximately $2,131,787 (including $18,411 for one-time legal and professional transaction related costs) when compared to the prior year which only included the 2008 FIL acquisition.

Depreciation and Amortization. For fiscal 2011 and 2010, depreciation and amortization expenses were $337,707 and $213,579, respectively. This represents a year over year increase of $124,128, or 58.1%. The increases in amount and as a percentage of revenue are primarily a result of new amortization expenses associated with the FIL asset purchase acquisition totaling $122,000. Refer to Note 6 to the Consolidated Financial Statements.

Interest Expense. For fiscal 2011 and 2010, interest expense was $137,015 and $101,415, respectively. This $35,600 increase is primarily the result of imputed interest amortization expense of $53,333 associated with the FIL asset purchase acquisition (refer to Note 2(B) to the Consolidated Financial Statements). Offsetting this increase are lower interest costs primarily the result of lower borrowings during fiscal 2011 versus fiscal 2010.

(Loss) Income From Continuing Operations. For the reasons stated above, the Company incurred a loss before taxes and discontinued operations of ($573,300) for fiscal 2011, as compared to income before taxes and discontinued operations of $1,045,231 for fiscal 2010.

Income Taxes. The company recorded a net income tax benefit of ($228,045) for fiscal 2011 compared to an income tax provision of $446,954 for fiscal 2010. Both fiscal periods reflect the U.S. federal statutory rate and applicable state income taxes.

Loss From Discontinued Operations. The Company incurred a loss from discontinued operations of ($312,442) and ($215,382) for fiscal 2011 and 2010, respectively.

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Net Income (Loss). For fiscal 2011, there was a net loss of ($657,697) compared to net income of $382,895 for fiscal 2010. Net loss available to common shareholders for fiscal 2011 was ($672,697), or ($0.03) per diluted share, as compared to net income available to common shareholders of $382,895, or $0.02 per diluted share, for fiscal 2010.

Liquidity and Capital Resources

General. Our ability to satisfy our liquidity requirements, which include satisfying our debt obligations and funding working capital, day-to-day operating expenses and capital expenditures depends upon our future performance, which is subject to general economic conditions, competition and other factors, some of which are beyond our control. If we achieve significant near-term revenue growth, we may experience a need for increased working capital financing as a result of the difference between our collection cycles and the timing of our payments to vendors. Generally we do not have a need for significant capital expenditure as we are a non-asset based freight forwarder.

Janel’s cash flow performance for the 2012 fiscal year is not necessarily indicative of future cash flow performance.

As of September 30, 2012, and compared with the prior fiscal year, the Company’s cash and cash equivalents increased by $299,113, or 63.0%, to $773,868 from $474,755, respectively. During the fiscal year ended September 30, 2012, Janel’s net working capital (current assets minus current liabilities) decreased by $921,595, or 128.9%, from $714,716 at September 30, 2011, to a negative ($206,879) at September 30, 2012. This decrease is primarily due to the net loss of ($2,678,716) for the fiscal year ended September 30, 2012.

Cash flows from continuing operating activities. Net cash provided by continuing operating activities were $429,292 and 322,793 for the fiscal years ended 2012 and 2011, respectively. The change was principally driven by an increase in payments of outstanding accounts receivable, the receipt of a federal tax refund and a change in the deferred tax asset; which were partially offset by the net loss for the fiscal year ended 2012 and an increase in payments of outstanding accounts payable.

Cash flows from discontinued operating activities. Net cash used in discontinued operating activities were ($663,506) and ($586,737) for the fiscal years ended 2012 and 2011, respectively.

Cash flows from investing activities. Net cash used for investing activities, primarily capital expenditures for property and equipment, were $166,405 and $437,291 for the fiscal years ended 2012 and 2011, respectively.

Cash flows from financing activities. Net cash provided by financing activities was $698,733 for the fiscal year ended 2012 compared to net cash used in financing activities of ($178,922) for the fiscal year ended 2011. The cash provided by financing activities for fiscal 2012 consisted primarily of an increase of $650,000 in borrowings under our bank line of credit, the sale on October 14, 2011 of 750,000 shares of the Company’s common stock for $150,000 and the repayment of a loan receivable for $92,817, which were partially offset by the repayment of long term debt in the amount of $79,084 and the repayment of a $100,000 note payable. Net cash used in financing activities for the fiscal year ended 2011 primarily consisted of the early repayment on October 4, 2010 of the $435,000 non-interest bearing note payable due under the July 2008 FIL asset purchase acquisition (refer to Note 2(B) of our consolidated audited financial statements included in the Company’s Form 10-K for the fiscal year ended September 30, 2011), the repayment of long-term debt in the amount of $195,572 and the purchase of treasury stock for $37,625; which were partially offset by a $400,000 term loan with our bank (refer to Community National Bank Term Loan, below) and borrowings of $100,000 under a note payable .

Community National Bank Borrowing Facility. On August 3, 2010, the Company’s Janel Group of New York, Inc. (“Janel New York”) subsidiary entered into a one year $3.5 million revolving line of credit agreement with Community National Bank (“CNB”). Currently, the interest rate of the CNB Facility is the prime rate plus 1%, with a minimum rate of 7%. Under the CNB Facility as currently amended, Janel New York may borrow up to $2.5 million limited to 80% of the Company’s aggregate outstanding eligible accounts receivable. The CNB Facility has been periodically renewed and will currently expire on September 30, 2013. Obligations under the CNB Facility are secured by all of the assets of the Company, are guaranteed by the Company, and are guaranteed by James N. Jannello, the Company’s Chief Executive Officer. As of September 30, 2012, there were outstanding borrowings of $1,601,336 under the CNB Facility (which represented 64.1% of the amount available thereunder) out of a total amount available for borrowing under the CNB Facility of approximately $2,500,000.

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Community National Bank Term Loan. On April 5, 2011 Janel New York entered into a term loan in the amount of $400,000 with CNB (“CNB Term Loan”). The interest rate of the CNB Term Loan is 6%. The CNB Term Loan is for a five year term, expiring April 5, 2016, with monthly installment payments of principal and interest totaling $7,735. Obligations under the CNB Term Loan are secured by all of the assets of the Company, and are guaranteed by the Company and until November 2, 2011 (see above) by James N. Jannello, the Company’s Chief Executive Officer. The borrowings under the CNB Term Loan were used to construct a 15,000 square foot walk/drive-in freezer in our New Jersey warehouse for our traditional freight forwarding and logistics business segment.

Working Capital Requirements. The Company’s cash needs are currently met by the CNB Facility and cash on hand. As of September 30, 2012, the Company had $898,664 available under its $2.5 million CNB Facility and $773,868 in cash on hand. Our actual working capital needs for the short and long terms will depend upon numerous factors, including our operating results, the availability of a revolving line of credit, competition, and the cost associated with growing the Company either internally or through acquisition, none of which can be predicted with certainty. If our results of operations and our availability under our bank line of credit are insufficient to meet our cash needs, we will be required to obtain additional investment capital or debt funding to continue operations. We are actively pursuing additional investment capital for the very short and long terms; however there is no assurance that our efforts will be successful. If we are not successful in funding our working capital requirements, the Company’s operations will be materially negatively impacted.

Current Outlook

Our 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. We cannot accurately forecast many of these factors nor can we estimate accurately the relative influence of any particular factor and, as a result, there can be no assurance that historical patterns, if any, will continue in future periods.

Our food segment incurred losses and the Company’s Board of Directors determined that it was in the Company’s best interests to divest the food segment and refocus our growth strategy on our transportation logistics business. During June 2012, the company divested itself of the food segment and as a result, the losses from the food segment have been eliminated.

Janel is progressing with the implementation of its business plan and strategy to grow its revenue and profitability for fiscal 2012 and beyond through several avenues. During March of the 2012 fiscal year we placed in service a new 15,000 square foot walk/drive-in freezer in our New Jersey warehouse to compliment our traditional freight forwarding and logistics business, and we have realized expanded warehouse revenue with higher gross profit margins from this new service. The Company’s strategy for further growth includes plans to: open, as warranted, additional branch offices domestically and/or outside the continental United States; introduce additional revenue streams for its existing headquarters and branch locations; expand its existing sales force by hiring additional commission-only sales representatives with established customer bases; increase its focus on growing revenue related to export activities; evaluate direct entry into the trucking and warehouse distribution business as a complement to the services already provided to existing customers; seek out and pursue privately held transportation-related firms which may ultimately lead to their acquisition by the Company; and continue its focus on containing current and prospective overhead and operating expenses, particularly with regard to the efficient integration of any additional offices or acquisitions.

Certain elements of our profitability and growth strategy are contingent upon the availability of adequate financing on terms acceptable to the Company. We are currently focused on securing additional investment capital, but to date we have been unable to secure additional investment capital on terms we deem acceptable. There can be no assurance that we will be successful in raising additional capital on terms acceptable to us. Therefore, the implementation of significant aspects of our strategic growth plan may be delayed.

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Accordingly, our key milestone in the very short term is the successful raise of additional investment capital in order to grow our traditional freight forwarding and logistics business. If this milestone is not reached in a timely manner, the Company’s continued operations and growth plans will be materially negatively impacted.

Contractual Obligations and Commitments

Contractual Obligations and Commitments. The following table presents, as of September 30, 2012, our significant fixed and determinable contractual obligations to third parties by payment date. Further discussion of the nature of each obligation is included in Notes 10 and 15 to the consolidated financial statements.

	Payments Due by Fiscal Year (in thousands)
	2013		2014		2015		2016		2017 and thereafter		Total
Amounts reflected in Balance Sheet:
Long term debt (1)	$	84	$	82	$	87	$	53	$	-	$	306
Other amounts not reflected in Balance Sheet:
Operating leases (2)		1,250		1,033		969		862		4,062	$	8,176
Total	$	1,334	$	1,115	$	1,056	$	915	$	4,062	$	8,482

(1)

Represents principal payments only.

(2)

Operating leases represent future minimum lease payments under non-cancelable operating leases (primarily the rental of premises) at September 30, 2012. In accordance with accounting principles generally accepted in the United States, our operating leases are not recorded in our balance sheet.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Since future events and their effects cannot be determined with absolute certainty, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and such difference may be material to the financial statements. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources, primarily allowance for doubtful accounts, accruals for transportation and other direct costs, accruals for cargo insurance, and deferred income taxes. Management bases its estimates on historical experience and on various assumptions which are believed to be reasonable under the circumstances. We reevaluate these significant factors as facts and circumstances change. Historically, actual results have not differed significantly from our estimates. These accounting policies are more fully described in Note 1 of the Notes to the Consolidated Financial Statements.

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

Revenue Recognition

A. Full-Service Cargo Transportation Logistics Management

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

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

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

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

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

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

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

Estimates

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

accounts receivable valuation;

the useful lives of long-term assets;

the accrual of costs related to ancillary services the Company provides; and

accrual of tax expense on an interim basis.

In addition to the above, the following areas are significant components of the Company’s consolidated statements of income:

deferred tax valuation allowance; and

the fair value of the earn-out liability associated with the Ferrara International Logistics acquisition of October 4, 2010 (refer to Note 2(B) to the Consolidated Financial Statements).

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

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this Item 8 are included in our Consolidated Financial Statements and set forth in the pages indicated in Item 15(a) of this Annual Report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures that is designed to provide reasonable assurance that information, which is required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner. Our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this annual report, and have concluded that the system is effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of September 30, 2011.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fourth quarter of fiscal 2011that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

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

Name	Age	Position

James N. Jannello	68	Executive Vice President, Chief Executive Officer and Director

William J. Lally	59	President, Chief Operating Officer and Director

Nicholas V. Ferrara	55	Director

Noel J. Jannello	41	Director and Vice President

Vincent Iacopella	45	Director

Ruth Werra	71	Secretary

Philip J. Dubato	56	Executive Vice President of Finance and Chief Financial and Accounting Officer

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

Mr. Jannello is well qualified to serve as a member of the Company’s Board based on his extensive experience in the freight forwarding business and his management position with the Company since its founding.

William J. Lally has been the President of Janel since May 2009. Mr. Lally is the Chief Operating Officer and is principally engaged in sales and marketing and also manages the export side of the Company’s business. Mr. Lally has been employed by Janel since 1975, first in New York and later in Chicago, Illinois. Since 1979, Mr. Lally has served as the President of the Janel Group of Illinois, Inc. Mr. Lally became a director of the Company in July 2002.

Mr. Lally is well qualified to serve as a member of the Company’s Board based on his extensive experience in the freight forwarding business and his management positions within the Company since 1975.

Nicholas V. Ferrara became a director and employee of the Company on October 4, 2010 in conjunction with the Company’s acquisition of the assets of Ferrara International Logistics, Inc. on the same date (Refer to Note 20 to the Consolidated Financial Statements. Mr. Ferrara’s principal function is the management and oversight of the Company’s New Jersey operations and sales initiatives. Prior to joining Janel, Mr. Ferrara was the President, CEO and sole stockholder of Ferrara International Logistics, Inc. since 1994.

Mr. Ferrara is well qualified to serve as a member of the Company’s Board based on his extensive experience in the freight forwarding business.

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

Mr. Jannello is well qualified to serve as a member of the Company’s Board based on his extensive experience in the freight forwarding business.

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

Mr. Iacopella is well qualified to serve as a member of the Company’s Board based on his extensive experience in the freight forwarding business and leadership positions within the industry.

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.

Philip J. Dubato has been the Executive Vice President of Finance since May 2010. Mr. Dubato is the Chief Financial and Accounting Officer and oversees all accounting operations for the Company. From 1997 through 2007, Mr. Dubato was Vice President and Chief Financial Officer, Secretary and Treasurer, and from 1998 through 2007 a director of Target Logistics, Inc., a domestic and international freight forwarder publicly traded on the American Stock Exchange. From 2007 through May 2010, Mr. Dubato was a consultant in the freight forwarding industry and a private investor.

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

Janel’s Board of Directors does not yet include any “independent” directors, and the Company does not have any standing Audit, Compensation or Nominating Committees.

Board of Directors

Board of Directors. During the fiscal year ended September 30, 2012, the Board of Directors met three times. No incumbent director attended fewer than 75% of the total number of meetings of the Board of Directors of the Company held during the year.

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

Audit Function. In its audit function, the Board oversees the Company’s accounting, financial reporting and internal control functions and the audit of the Company’s financial statements. The audit responsibilities include, among others, direct responsibility for hiring, firing, overseeing the work of and determining the compensation for the Company’s independent auditors. The Board does not include an “audit committee financial expert” (as defined in applicable Securities and Exchange Commission (SEC) rules), because the Board believes that the benefits provided by the addition to the Board of an individual who meets the SEC criteria at this time do not justify the cost of retaining such an individual.

Nominating Function. The Company’s full Board of Directors acts as a nominating committee for the annual selection of its nominees for election as directors. The Board of Directors held one meeting during the past fiscal year in order to make nominations for directors. The Board believes that the interests of the Company’s stockholders are served by relegating the nominations process to the full Board. While the Board of Directors will consider nominees recommended by stockholders, it has not actively solicited recommendations from the Company’s stockholders for nominees, nor established any procedures for this purpose. In considering prospective nominees, the Board of Directors will consider the prospect’s relevant financial and business experience, familiarity with and participation in the Company’s industry and market area, the integrity and dedication of the prospect and other factors the Board deems relevant. The Board of Directors will apply the same criteria to nominees recommended by stockholders as those recommended by the full Board.

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Compensation Function. The Company’s full Board of Directors acts as a compensation committee for the Company. The Board believes that, due to the size of the Company and its management team, the interests of the Company’s stockholders are served by relegating the compensation process to the full Board.

The primary objective of our compensation and benefits program is to attract, motivate and retain our quality executive talent, and support our business goals within the limits arising out of the Company’s revenue and profitability. Our executive compensation structure is comprised of limited a small group of only six executives, and the amount of their compensation is principally based on the available funds and the achievement of our goals for growth and profitability.

Our compensation approach is necessarily tied to our stage of development as a company. Historically, our Company is one of the smaller freight logistics businesses whose securities are traded in the public market, with the result that our compensation program is limited to cash compensation depending upon the funds available, and is lower than the level of compensation of the public companies in our business group. Our Board of Directors reviews and approves executive compensation, bonus, and benefits policies on a case-by-case basis, often based on the recommendation of our Chief Executive Officer’s subjective assessment of the funding reasonably available for executive compensation.

Director Compensation

Our directors are reimbursed for their reasonable expenses as members of the Board of Directors, but they do not receive any compensation for serving as such.

Code of Ethics

Due to its small size, the Company has not yet adopted a code of ethics.

Communications with the Board

Any shareholder desiring to contact the Board, or any specific director(s), may send written communications to: Board of Directors (Attention: (Name(s) of director(s), as applicable)), c/o the Company’s Secretary, 150-14 132^nd Avenue, Jamaica, New York 11434. Any proper communication so received will be processed by the Secretary. If it is unclear from the communication received whether it was intended or appropriate for the Board, the Secretary will (subject to any applicable regulatory requirements) use his judgment to determine whether such communication should be conveyed to the Board or, as appropriate, to the member(s) of the Board named in the communication.

Leadership Structure and Risk Oversight

While the Board believes that there are various structures which can provide successful leadership to the Company, the Company’s executive functions are shared by the Company’s Chief Executive Officer and President/Chief Operating Officer. Both individuals serve on the Company’s Board of Directors and they, together with the other directors bring experience, oversight and expertise to the management of the Company. The Board believes that, due to the small size of the Company, this leadership structure best serves the Company and its stockholders.

Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, management discusses with the Board members strategy and the risks facing the Company.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act, as amended, requires that the Company’s directors and executive officers and each person who owns more than 10% of the Company’s Common Stock, file with the Securities and Exchange Commission in a timely manner an initial report of beneficial ownership and subsequent reports of changes in beneficial ownership of the Shares. In January 2012, Mr. Cesarski filed a late report reflecting 19 sales. To the Company’s knowledge, all reports are now up to date.

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Audit Committee Report

The Board of Directors in its audit function has reviewed and discussed with management the annual audited financial statements of the Company and its subsidiaries.

The Board of Directors in its audit function has discussed with Paritz & Company, P.A., the independent auditors for the Company for the fiscal year ended September 30, 2012, the matters required to be discussed by Statement on Auditing Standards 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. The Board has received the written disclosures and the letter from the independent auditors required by Rule 3526, Communication with Audit Committees Concerning Independence, as adopted by the Public Company Accounting Oversight Board and has discussed with the independent auditors the independent auditors’ independence.

Based on the foregoing review and discussions, the Board of Directors approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 for filing with the Securities and Exchange Commission.

	The Board of Directors
	James N. Jannello	William J. Lally
	Nicholas V. Ferrara	Noel J. Jannello
	Vincent Iacopella

ITEM 11.

EXECUTIVE COMPENSATION

Introduction

The individuals who served as the Company’s principal executive officers during the fiscal year ended September 30, 2012, two individuals (other than principal executive officers) who were the Company’s most highly compensated executive officers as of September 30, 2012, and up to two additional individuals who were the Company’s most highly compensated employees whose total compensation during the fiscal year exceeded $100,000 (listed in the Summary Compensation Table below), are referred to in the following discussion as the “named executive officers”. The following executive compensation tables and related narrative describe the compensation awarded to, earned by or paid to the named executive officers for services provided to the Company during the fiscal years ended September 30, 2012 and 2011.

Employment Agreements

We have not entered into any written employment agreements with our officers and directors. We do not contemplate entering into any employment agreements until such time as the Board of Directors concludes that such agreements would be appropriate under the circumstances.

Long-Term Incentive Plan Awards

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

The Company has a 401K Plan covering eligible employees. The Plan is voluntary with respect to participation and is subject to the provisions of ERISA. The plan provides that the Company contributes an amount equal to 25% of the participant’s first 5% of contributions. The Company’s contributions to the plan on behalf of named executive officers are included in the “All Other Compensation” column in the “Summary Compensation Table” below.

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Summary Compensation Table

The following table sets forth information regarding the total compensation paid or earned by the named executive officers as compensation for their services in all capacities during the fiscal years ended September 30, 2012 and 2011.

Name and Principal Position (a)	Year (b)	Base Salary $ (c)		Bonus $ (d)		Stock Awards $ (e)		Option Awards $ (f)		All Other Compensation $ (i)			Total $ (j)
James N. Jannello,	2012		178,775		0		0		0		60,588	⁽¹⁾		239,363
EVP and CEO	2011		173,917		0		0		0		56,679	⁽¹⁾		230,596
Philip J. Dubato,	2012		175,000		0		0		0		18,000	⁽²⁾		193,000
EVP of Finance and CFO	2011		175,000		0		0		0		18,000	⁽²⁾		193,000
William J. Lally	2012		116,900		0		0		0		38,046	⁽³⁾		154,946
President	2011		100,560		0		0		0		38,784	⁽³⁾		139,344
Noel J. Jannello	2012		167,291		0		0		0		46,074	⁽⁴⁾		213,365
Vice President	2011		175,385		0		0		0		38,468	⁽⁴⁾		213,853
Vincent Iacopella	2012		121,500		17,549		0		0		16,948	⁽⁵⁾		155,997
Manager, Los Angeles Office	2011		125,178		25,811		0		0		16,961	⁽⁵⁾		167,950
Nicholas V. Ferrara	2012		182,000		0		0		0		0			182,000
Manager, New Jersey Office	2011		181,417		0		0		0		0			181,417

_______________________________________________

(1)

Includes $18,183 and $15,995 of medical insurance premiums paid on behalf of such individual for each of the fiscal years ended 2012 and 2011, respectively, $37,953 and $38,726 for automobile and automobile-related costs, including insurance, incurred on behalf of such individual, for each of the fiscal years ended 2012 and 2011, respectively, $1,958 and $1,958 of 401K paid on behalf of such individual for each of the fiscal years ended 2012 and 2011, respectively, and $2,494 of life insurance paid on behalf of such individual for fiscal year ended 2012.

(2)

Includes $12,000 and $12,000 of medical insurance premiums reimbursed on behalf of such individual for each of the fiscal years ended 2012 and 2011, respectively, and $6,000 and $6,000 for an automobile allowance for each of the fiscal years ended 2012 and 2011, respectively.

(3)

Includes $15,994 and $21,788 for automobile and automobile-related costs, including insurance, incurred on behalf of such individual for each of the fiscal years ended 2012 and 2011, respectively, and $22,052 and $16,996 of medical insurance premiums paid on behalf of such individual for fiscal year ended 2012 and 2011, respectively.

(4)

Includes $22,812 and $15,076 of medical insurance premiums paid on behalf of such individual for each of the fiscal years ended 2012 and 2011, respectively, $21,988 and $22,118 for automobile and automobile-related costs, including insurance, incurred on behalf of such individual, for each of the fiscal years ended 2012 and 2011, respectively, and $1,274 and $1,274, of 401K paid on behalf of such individual for the fiscal year ended 2012 and 2011, respectively.

(5)

Includes $4,246 and $3,993 of medical insurance premiums paid on behalf of such individual for each of the fiscal years ended 2012 and 2011, respectively, $12,702 and $12,968 for automobile and automobile-related costs, including insurance, incurred on behalf of such individual, for each of the fiscal years ended 2012 and 2011, respectively.

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 “401K 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 401K Plan allows participants to voluntarily contribute up to 15% of their pay on a pre-tax basis. Under the 401K 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 401K Plan with respect to their salary deferral contributions, and are vested in company matching contributions at the rate of 20% after two years of service, 40% after three years of service, 60% after four years of service, 80% after five years of service, with 100% vesting after six years of service.

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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, 23,750 options have been granted under the Option Plan. The Option Plan is administered by the Board of Directors, which is authorized to grant incentive stock options and non qualified stock options to selected employees and consultants of the Company and to determine the participants, the number of options to be granted and other terms and provisions of each option.

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

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

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

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth information concerning beneficial ownership of shares of Common Stock outstanding as of September 30, 2012. For purposes of calculating beneficial ownership, Rule 13d-3 of the Securities Exchange Act requires inclusion of shares of Common Stock that may be acquired within sixty days of the stated date. Unless otherwise indicated in the footnotes to a table, beneficial ownership of shares represents sole voting and investment power with respect to those shares.

Certain Beneficial Owners

The following table reflects the names and addresses of the only persons known to the Company to be the beneficial owners of 5% or more of the Shares outstanding as September 30, 2012.

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Name and Address of Beneficial Owner	Shares Beneficially Owned			Percent of Class
James N. Jannello 150-14 132nd Avenue Jamaica, NY 11434		5,500,000	(1)		25.31	%
Stephen P. Cesarski 150-14 132nd Avenue Jamaica, NY 11434		5,205,600	(1)		23.95	%
Nicholas V. Ferrara 1319 North Broad Street Hillside, NJ 07205		2,234,947	(1)		10.28	%

__________________________

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

Management

The following table sets forth information with respect to the beneficial ownership of the shares of Common Stock as of September 30, 2012 by (i) each executive officer of the Company named in the Summary Compensation Table included elsewhere in this Annual Report, (ii) each current director and each nominee for election as a director and (iii) all directors and executive officers of the Company as a group. An asterisk (*) indicates ownership of less than 1%.

Name of Beneficial Owner	Shares Beneficially Owned		Percent of Class

James N. Jannello		5,500,000		25.31	%
William J. Lally		1,000,000		4.60	%
Nicholas V. Ferrara		2,234,947		10.28	%
Noel J. Jannello		25,000		*
Vincent Iacopella		0		*
Ruth Werra		25,000		*
Philip J. Dubato		0		*
All directors and executive officers as a group (7 persons)		8,784,947		41.42	%

Equity Compensation Plan Information

The following table provides information, as of September 30, 2012, with respect to all compensation arrangements maintained by the Company under which shares of Common Stock may be issued:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)			(b)		(c)
Equity compensation plans approved by security holders		23,750	*	$	1.00		1,576,250	*
Equity compensation plans not approved by security holders		0			0		0
Total		23,750	*	$	1.00		1,576,250	*

* Shares are issuable pursuant to options granted under the Company’s 2002 Option Plan.

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ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Janel’s Board of Directors does not yet include any “independent” directors.

On October 4, 2010, the Company acquired the international freight forwarding assets of FIL, a company owned by Nicholas V. Ferrara, pursuant to the terms of the Purchase Agreement between the Company and FIL dated October 4, 2010. Mr. Ferrara became a director of the Company following the closing. The purchase price paid and to be paid under the terms of the Purchase Agreement consists of (i) cash in an amount equal to 70% of the annual actual earnings before interest, taxes, depreciation and amortization (EBITDA) achieved over the three 12-month periods following the Closing (the “Earn-Out Period”) from revenues generated from the customers included in the purchased assets, and (ii) 1,714,286 restricted shares of the Company’s Common Stock valued at $600,000 based on the closing market price of the stock on October 1, 2010 (the “Share Allocation”), issued pursuant to an exemption from registration set forth in Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. The Share Allocation is subject to decrease if actual EBITDA from revenues generated from the customers included in the purchased assets during the Earn-Out Period is below $2 million, and will be issued in three installments on October 4, 2011, 2012 and 2013.

We receive trucking and warehouse related services from Allports Logistics Warehouse, LLC (“Allports”) and Ferrara International Worldwide, Inc. (“FIW”), located in Hillside, New Jersey and controlled and owned by Nicholas V. Ferrara, a Director of the Company. We paid approximately $2,009,000 and $1,242,000 to Allports for such services in fiscal 2012 and 2011, respectively; and, approximately $160,000 and $971,000 to FIW for such services in fiscal 2012 and 2011, respectively. We believe that the terms of this arrangement are consistent with third party arrangements that provide similar services.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Paritz & Company, P.A. (the “Auditor”) has served as the Company’s independent public accountants since 2002. The following is a description of the fees billed to the Company by the Auditor during the fiscal years ended September 30, 2012 and 2011:

Audit Fees

Audit fees include fees paid by the Company to the Auditor in connection with the annual audit of the Company’s consolidated financial statements, and review of the Company’s interim financial statements. Audit fees also include fees for services performed by the Auditor that are closely related to the audit and in many cases could only be provided by the Auditor. Such services include consents related to SEC and other regulatory filings. The aggregate fees billed to the Company by the Auditor for audit services rendered to the Company for the years ended September 30, 2012 and 2011 totaled $60,450 and $60,675, respectively.

Audit Related Fees

Audit related services include due diligence services related to accounting consultations, internal control reviews, and employee benefit plan audits. The Auditor did not bill any fees for audit related services rendered to the Company for 2012 and 2011.

Tax Fees

Tax fees include corporate tax compliance, counsel and advisory services. The aggregate fees billed to the Company by the Auditor for the tax related services rendered to the Company for the years ended September 30, 2012 and 2011 totaled $7,150 and $6,450, respectively.

All Other Fees

The aggregate fees billed to the Company by the Auditor for all other fees for the year ended September 30, 2012 and 2011 totaled $1,925 and $675, respectively. The “other fees” for 2012 were for services related to the wind down of the food industry segment, and for 2011 were for services related to acquisitions and the start up of our new food industry segment.

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Approval of Independent Auditor Services and Fees

The Company’s Chief Executive Officer and Chief Financial Officer review all fees charged by the Company’s independent auditors, and actively monitor the relationship between audit and non-audit services provided. The Chief Executive Officer must pre-approve all audit and non-audit services provided by the Company’s independent auditors and fees charged.

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PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

	Page

(a) 1. Financial Statements

Report of Registered Independent Public Accounting Firm	F-1
Consolidated Balance Sheets as of September 30, 2012 and 2011	F-2
Consolidated Statements of Operations for the Years Ended September 30, 2012, 2011, and 2010	F-3
Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2012, 2011, and 2010	F-4
Consolidated Statements of Cash Flows for the Years Ended September 30, 2011, 2010, and 2009	F-5
Notes to Consolidated Financial Statements	F-7

(a) 2. Financial Statement Schedules

Schedule II - Schedule of Valuation and Qualifying Accounts	S-1

All other schedules are omitted because they are not applicable, are not required, or because the required information is included in the consolidated financial statements or notes thereto.

(a) 3. Exhibits required to be filed by Item 601 of Regulation S-K

Exhibit No.

3.1	Articles of Incorporation of Wine Systems Design, Inc. (predecessor name) (incorporated by reference to Exhibit 3A to Wine Systems Design, Inc. (predecessor name) Registration Statement on Form SB-2 filed May 10, 2001, File No. 333-60608)
3.2	Restated and Amended By-Laws of Janel World Trade, Ltd. (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, File No. 333-60608)
3.3	Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 17, 2007 File No. 333-60608)
3.4	Certificate of Designations of Series B Convertible Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed October 22, 2007, File No. 333-60608)
10.1	Janel Stock Option Incentive Plan adopted December 12, 2002 (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2002, File No. 333-60608)
10.2	Asset Purchase Agreement between Janel World Trade, Ltd. and Ferrara International Logistics, Inc. dated October 4, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 8, 2010, File No. 333-60608)
10.3	Sales Agency and Service Agreement between Janel World Trade, Ltd. and Ferrara International Logistics, Inc. entered into May 19, 2008 (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed May 22, 2008, File No. 333-60608)
10.4	Revised Promissory Note dated October 29, 2012, made by Registrant’s subsidiary, The Janel Group of New York, Inc., payable to Community National Bank (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 29, 2012, File No. 333-60608)
10.5	Revised Business Loan Agreement dated October 29, 2012 between Registrant’s subsidiary, The Janel Group of New York, Inc., and Community National Bank (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 29, 2012, File No. 333-60608)
10.6	Commercial Guaranty dated August 2, 2010 made by Registrant with respect to the obligation of Registrant’s subsidiary, The Janel Group of New York, Inc., to Community National Bank (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, File No. 333-60608)

- 29 -

10.7	Commercial Security Agreement dated August 2, 2010 made by Registrant for the benefit of Community National Bank, securing Registrant’s obligations under its guaranty of the obligation of Registrant’s subsidiary, The Janel Group of New York, Inc., to Community National Bank (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2010, File No. 333-60608)
21	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2011, File No. 333-60608)
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Operating Officer
31.3	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certifications
99.1	Press release dated January 7, 2013
101	Interactive data files providing financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, September 30, 2012 and September 30, 2011, (ii) Consolidated Statements of Operations for the years ended September 30, 2012, 2011 and 2010, (iii) Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2012, 2011, and 2010 (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2012, 2011 and 2010, and (v) Notes to Consolidated Financial Statements

- 30 -

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, thereto duly authorized.

	JANEL WORLD TRADE, LTD.

Date: January 7, 2013	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 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ James N. Jannello	Executive Vice President, Chief	January 7, 2013
James N. Jannello	Executive Officer and Director

/s/ William J. Lally	President, Chief Operating	January 7, 2013
William J. Lally	Officer and Director

/s/ Philip J. Dubato	Executive Vice President of	January 7, 2013
Philip J. Dubato	Finance and Chief Financial
	and Accounting Officer

/s/ Noel J. Jannello	Vice President and Director	January 7, 2013
Noel J. Jannello

/s/ Vincent Iacopella	Director	January 7, 2013
Vincent Iacopella

/s/ Nicholas V. Ferrara	Director	January 7, 2013
Nicholas V. Ferrara

/s/ Ruth Werra	Secretary	January 7, 2013
Ruth Werra

- 31 -

Paritz & Company, P.A.

15 Warren Street, Suite 25

Hackensack, New Jersey 07601

(201)342-7753

Fax: (201) 342-7598

Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

Board of Directors

Janel World Trade Ltd. and Subsidiaries

Jamaica, New York

We have audited the accompanying consolidated balance sheets of Janel World Trade Ltd. and Subsidiaries as of September 30, 2012 and 2011 and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2012. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Janel World Trade Ltd. and Subsidiaries as of September 30, 2012 and 2011 and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index and appearing on page S-1 presents fairly, in all material respects the information set forth therein when read in conjunction with the related consolidated financial statement.

/s/Paritz & Company, P.A

Hackensack,New Jersey
December 28, 2012

F-1

JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	SEPTEMBER 30,
	2012		2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents ( Note 1)	$	773,868	$	474,755
Accounts receivable, net of allowance for doubtful accounts of $325,335 in 2012 and $289,547 in 2011		5,631,413		5,861,779
Marketable securities (Note 3)		65,568		52,352
Loans receivable - officers (Note 4)		-		92,817
Prepaid expenses and sundry current assets		128,210		114,835
Tax refund receivable		-		148,000
Assets in discontinued operations		-		635,484
TOTAL CURRENT ASSETS		6,599,059		7,380,022

Property and equipment, net (Note 5)		511,403		459,850

OTHER ASSETS:
Intangible assets, net (Note 6)		1,821,526		3,271,649
Security deposits		167,049		97,299
Deferred income taxes (Note 13)		-		1,184,003
TOTAL OTHER ASSETS		1,988,575		4,552,951

	$	9,099,037	$	12,392,823

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Note payable - bank (Note 7 & 9)	$	1,601,336	$	951,335
- other (Note 8)		-		100,000
Accounts payable – trade		4,450,252		4,536,815
Accrued expenses and other current liabilities		670,070		415,577
Current portion of long-term debt - bank (Note 9)		84,280		86,360
- related party (Note 9)		-		249,618
Liabilities in discontinued operations		-		325,601
TOTAL CURRENT LIABILITIES		6,805,938		6,665,306

OTHER LIABILITIES:
Long-term debt - bank (Note 9)		221,620		298,625
- related party		-		826,666
Deferred compensation (Note 1)		78,568		78,568
TOTAL OTHER LIABILITIES		300,188		1,203,859

STOCKHOLDERS’ EQUITY (Note 12)		1,992,911		4,523,658

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,099,037	$	12,392,823

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

F-2

JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	YEAR ENDED SEPTEMBER 30,
	2012			2011			2010

REVENUES	$	98,702,647		$	98,396,617		$	88,428,775

COSTS AND EXPENSES:
Forwarding expenses		88,776,713			88,868,466			79,572,253
Selling, general and administrative		10,114,204			9,630,818			7,501,256
Depreciation and amortization		392,837			337,707			213,579
Change in fair value of contingent consideration (Note 2B)		(1,129,650	)		-			-
TOTAL COSTS AND EXPENSES		98,154,104			98,836,991			87,287,088

INCOME (LOSS) FROM CONTINUING OPERATIONS		548,543			(440,374	)		1,141,687

OTHER ITEMS:
Impairment loss (Note 2)		(1,167,070	)		-			-
Interest and dividend income		1,647			4,089			4,959
Interest expense		(173,206	)		(137,015	)		(101,415	)
TOTAL OTHER ITEMS		(1,338,629	)		(132,926	)		(96,456	)

(LOSS) INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES		(790,086	)		(573,300	)		1,045,231
Income taxes (credit) (Note 13)		1,221,304			(228,045	)		446,954

NET INCOME (LOSS) FROM CONTINUING OPERATIONS		(2,011,390	)		(345,255	)		598,277
Loss from discontinued operations (Note 10)		(667,326	)		(312,442	)		(215,382	)

NET INCOME (LOSS)		(2,678,716	)		(657,697	)		382,895
Preferred stock dividends (Note 12)		15,000			15,000			15,046

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS	$	(2,693,716	)	$	(672,697	)	$	367,849

OTHER COMPREHENSIVE INCOME NET OF TAX:
Unrealized gain (loss) from available for sale securities	$	12,968		$	(2,694	)	$	2,469
Comprehensive income (loss)	$	(2,680,748	)	$	(675,391	)	$	370,318
Earnings (loss) per share from continuing operations:
Basic	$	(.09	)	$	(.02	)	$	.03
Diluted	$	(.09	)	$	(.02	)	$	.03
(Loss) per share from discontinued operations:
Basic	$	(.03	)	$	(.01	)	$	(.01	)
Diluted	$	(.03	)	$	(.01	)	$	(.01	)
Basic weighted average number of shares outstanding		21,705,553			20,884,602			18,223,942
Fully diluted weighted average number of shares outstanding		23,340,803			22,726,099			20,843,733

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

F-3

JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

	CAPITAL STOCK						PREFERRED STOCK
	SHARES			$			SHARES			$			TREASURY STOCK			ADDITIONAL PAID-IN CAPITAL			RETAINED EARNINGS			ACCUMULATED OTHER COMPREHENSIVE GAIN (LOSS)			TOTAL
BALANCE-SEPTEMBER 30, 2009		18,013,332		$	18,014			1,285,000		$	1,285		$	(11,266	)	$	3,964,085		$	173,845		$	(13,807	)	$	4,132,156
Net income		-			-			-			-			-			-			382,895			-			382,895
Dividends to preferred shareholders		-			-			-			-			-			-			(15,046	)		-			(15,046	)
Other comprehensive gains (losses): Unrealized gains (losses) on available-for-sale marketable securities		-			-			-			-			-			-			-			2,469			2,469
Issuance of stock options as compensation		-			-			-			-			-			9,200			-			-			9,200
Settlement of litigation		489,750			490			(69,475	)		(69	)		-			124,579			-			-			125,000
BALANCE-SEPTEMBER 30, 2010		18,503,082			18,504			1,215,525			1,216			(11,266	)		4,097,864			541,694			(11,338	)		4,636,674
Net loss		-			-			-			-			-			-			(657,697	)		-			(657,697	)
Settlement of litigation		780,000			780			(141,250	)		(142	)		-			(638	)		-			-			-
Dividends to preferred shareholders		-			-			-			-			-			-			(15,000	)		-			(15,000	)
Common stock issuance		1,714,286			1,714			-			-			-			598,286			-			-			600,000
Common stock issued for conversion of Class B Preferred Stock		107,500			107			(10,750	)		(10	)		-			(97	)		-			-			-
Purchase of 107,500 shares of Treasury Stock		-			-			-			-			(37,625	)		-			-			-			(37,625	)
Other comprehensive gains (losses): Unrealized (losses) on available- for-sale marketable securities		-			-			-			-			-			-			-			(2,694	)		(2,694	)
BALANCE-SEPTEMBER 30, 2011		21,104,868		$	21,105			1,063,525		$	1,064		$	(48,891	)	$	4,695,415		$	(131,003	)	$	(14,032	)	$	4,523,658
Net loss		-			-			-			-			-			-			(2,678,716	)		-			(2,678,716	)
Dividends to preferred shareholders		-			-			-			-			-			-			(15,000	)		-			(15,000	)
Common stock issuance		750,000			750			-			-			-			149,250			-			-			150,000
Treasury Stock retired		(122,676	)		(123	)		-			-			48,891			(48,768	)		-			-			-
Other comprehensive gains (losses):
Unrealized gain on available-for-sale marketable securities		-			-			-			-			-			-			-			12,969			12,969
BALANCE-SEPTEMBER 30, 2012		21,732,192		$	21,732			1,063,525		$	1,064			-		$	4,795,897		$	(2,824,719	)	$	(1,063	)	$	1,992,911

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

F-4

JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEAR ENDED SEPTEMBER 30,
	2012			2011			2010

OPERATING ACTIVITIES:
Income (loss) from continuing operations	$	(2,011,390	)	$	(345,255	)	$	598,277
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt reserve		(35,788	)		182,560			-
Depreciation and amortization		392,837			337,707			213,579
Amortization of imputed interest		53,333			73,981			27,528
Deferred income taxes		1,184,003			(6,045	)		97,000
Issuance of options		-			-			9,200
Write down of fair value of earn out, net of imputed interest – Note 2(B)		(1,129,650	)		-			-
Impairment loss		1,167,070			-			-
Changes in operating assets and liabilities:
Accounts receivable		901,638			531,459			(2,225,363	)
Inventories		-			-			-
Tax refund receivable		148,000			(148,000	)		289,000
Prepaid expenses and sundry current assets		(13,375	)		(18,227	)		142,829
Accounts payable and accrued expenses		(157,637	)		(241,776	)		1,538,242
Security deposits		(69,750	)		(43,611	)		2,303
NET CASH PROVIDED BY CONTINUING OPERATIONS		429,292			322,793			692,595

NET CASH USED IN DISCONTINUED OPERATIONS		(663,506	)		(586,737	)		(182,756	)

INVESTING ACTIVITIES:
Acquisition of property and equipment, net		(166,157	)		(436,993	)		(16,852	)
Purchase of marketable securities		(248	)		(298	)		(178	)
NET CASH USED IN INVESTING ACTIVITIES		(165,405	)		(437,291	)		(17,030	)

FINANCING ACTIVITIES:
Dividends paid		(15,000	)		(15,000	)		(11,296	)
Proceeds from the sale of common stock		150,000			-			-
Borrowings under bank line of credit		650,000			-			-
Borrowings under bank term loan		-			400,000			-
Repayments of long-term debt		(79,084	)		(195,572	)		(531,522	)
(Repayment) borrowings under note payable – other		(100,000	)		100,000			-
Repayment of loans receivable		92,817			4,275			21,849
Purchase of treasury stock		-			(37,625	)		-
Repayment of loans payable – related party		-			(435,000	)		(100,078	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		698,733			(178,922	)		(621,047	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		299,113			(880,157	)		(128,238	)

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR		474,755			1,354,912			1,483,150

CASH AND CASH EQUIVALENTS – END OF YEAR	$	773,868		$	474,755		$	1,354,912

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

F-5

JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEAR ENDED SEPTEMBER 30,
	2012		2011			2010
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	122,880	$	63,033		$	73,887
Income taxes	$	19,870	$	327,993		$	7,239
Non-cash activities:
Unrealized gain (loss) on marketable securities	$	12,969	$	(2,694	)	$	2,469
Dividends declared to preferred shareholders	$	15,000	$	15,000		$	15,046
Cancellation of note payable - other	$	-		-		$	125,000
Acquisition of business:
Intangible assets acquired	$	-	$	1,840,000		$	-
Common stock issued	$	-	$	(600,000	)	$	-
Long-term debt issued, net of imputed interest	$	-	$	(1,240,000	)	$	-

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

F-6

JANEL WORLD TRADE LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business description

Janel World Trade Ltd. and Subsidiaries (“the Company” or “Janel”) operates its business as a full-service cargo transportation logistics management, including freight forwarding – via air, ocean and land-based carriers – custom brokerage services, warehousing and distribution services, and other value-added logistics 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 intercompany transactions and balances have been eliminated in consolidation.

Uses of estimates in the preparation of financial statements

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

Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase.

The Company maintains cash balances at various financial institutions. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. 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.

Accounts receivable and allowance for doubtful accounts receivable

The Company has a policy of reserving for uncollectible accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company extends credit to its customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable. The Company performs ongoing credit evaluations of its customers and maintains an allowance for potential bad debts if required.

The Company determines whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, the Company uses assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance as necessary.

Direct write-offs are taken in the period when the Company has exhausted its efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate that the Company should abandon such efforts.

F-7

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. 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.

Revenues and revenue recognition

(a) Full service cargo transportation logistics management

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

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

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

F-8

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

Customers will frequently request an all inclusive rate for a set of services, which is known in the industry as “door-to-door services”. In these cases, the customer is billed a single rate for all services from pickup at origin to delivery. The allocation of revenue and expense among the components of service when provided under an all inclusive rate are done in an objective manner on a fair value basis.

(b) Food sales of discontinued operations

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. This generally means that the Company recognizes revenue when title to its products is transferred to its customers. Title usually transfers upon shipment to, or receipt at, the Company’s customer’s locations, as determined by the specific sales terms of each transaction.

The Company’s customers can earn certain incentives, which are included as deductions from revenue in the consolidated statements of operations. To date, these incentives include, but are not limited to cash discounts for early payment of the Company’s invoices.

(c) Computer software sales, support and maintenance of discontinued operations

The Company recognizes revenue, including multiple element arrangements, in accordance with current authoritative guidance. Revenue from the sale of the Company’s products and services are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or services have been rendered), the price is fixed or determinable, and collectability is reasonably assured. Amounts billed in excess of revenue recognized are recorded as deferred revenue in the balance sheet.

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 and warrants.

Share based compensation

The Company accounts for other based compensation in accordance with ASC 718-10. Under the provisions of this statement the compensation costs relating to share-based payment transactions are to be recognized in the Company’s consolidated financial statements based on their fair values.

F-9

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, 2009, accumulated other comprehensive income consists of unrealized gains on unrestricted available-for-sale marketable equity securities.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

Goodwill, other intangibles and long-lived assets

The Company records as goodwill the excess of purchase price over the fair value of the tangible and identifiable intangible assets acquired in a business combination. Current authoritative guidance requires goodwill to be tested for impairment annually as well as when an event or change in circumstance indicates impairment may have occurred. Goodwill is tested for impairment by comparing the fair value of the Company’s individual reporting units to their carrying amount to determine if there is potential goodwill impairment. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill of the reporting unit is less than its carrying value.

Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition. If such cash flows are not sufficient to support the asset’s recorded value, an impairment charge is recognized to reduce the carrying value of the long-lived asset to its estimated fair value. The determination of future cash flows, as well as the estimated fair value of long-lived assets, involves significant estimates on the part of management. In order to estimate the fair value of a long-lived asset, the Company may engage a third-party to assist with the valuation. If there is a material change in economic conditions or other circumstances influencing the estimate of future cash flows or fair value, the Company could be required to recognize impairment charges in the future. (See Note 2A).

F-10

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash and cash equivalents, prepaid expenses, and accounts payable and accrued expenses are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

Deferred compensation

Deferred compensation of $78,568 represents compensation due to an officer of the Company upon termination, retirement or death. This amount has not changed since 1992 and was accrued during the years 1984 through 1992.

Rental expense

Rental expense is accounted for on the straight-line method.

Deferred rent payable as of September 30, 2012 represents the excess of recognized rent expense over scheduled lease payments and is included in accrued expenses and other current liabilities.

Recent accounting pronouncements

F-11

2	ACQUISITIONS AND IMPAIRMENT LOSSES

(A)

FERRARA INTERNATIONAL LOGISTICS, INC. (JULY 18, 2008)

On July 18, 2008 the Company acquired the customs brokerage “book of business”, as defined, of Ferrara International Logistics, Inc. (“Ferrara”), consisting of books, records, forms, manuals, access codes, goodwill, customer lists and contact information, telephone and advertising listings (the “Business”) for the expansion of the Company’s international integrated logistics transport services business. Ferrara provides the Company with related marketing, advertising, sales, and related administrative services pursuant to the May 19, 2008 Sales Agency and Service Agreement (the “Sales Agreement”), which has a three-year term and non-competition provisions restricting Ferrara from competing with the Company.

The purchase price for the acquired assets was $2,077,070 (including transaction costs of $85,438 and net of imputed interest of $108,368), comprised of a $600,000 payment by the Company at closing, the issuance of 520,661 restricted shares of the Company’s $0.001 common stock (the “Shares”) valued at $630,000, based upon the $1.21 per share closing price of the Company’s common stock in the Over-The-Counter market on the Friday immediately preceding the closing date, a non-interest bearing $435,000 payment due one year after closing, and a non-interest bearing $435,000 payment due three years after the closing. The Company has imputed interest on these obligations at 7% per annum. The Company issued $400,000 of fixed rate convertible promissory notes to unrelated third parties, in part, to fund this acquisition (see Note 8). The balance of the cash portion was paid from existing cash.

F-12

The Company, with the assistance of a third party, performed a goodwill impairment test effective as of September 30, 2012 and determined that there was full impairment of the goodwill relating to the Ferrara International Logistics, Inc. acquisition of July 18, 2008. Accordingly, the Company recorded an impairment loss of $547,070 as of September 30, 2012 representing the write-off of goodwill.

(B)

FERRARA INTERNATIONAL LOGISTICS, INC. (OCTOBER 4, 2010)

On October 4, 2010, the Company acquired the international freight forwarding business of Ferrara consisting of books, records, forms, access codes, goodwill, customer lists and contact information, telephone and advertising listings for the expansion of the Company’s international freight forwarding business pursuant to the terms of an Asset Purchase Agreement (the “Purchase Agreement”) between the Company and Ferrara dated October 4, 2010.

The purchase price for the acquired assets was $1,840,000 and consists of $600,000 of common stock and $1,400,000 of future cash to be paid, net of imputed interest of $160,000. Under the terms of the Purchase Agreement, the purchase price consists of (i) cash in an amount equal to 70% of the annual actual earnings before interest, taxes, depreciation and amortization (EBITDA) achieved over the three 12-month periods following the Closing (the “Earn-Out Period”) from revenues generated from the customers included in the purchased assets, and (ii) 1,714,286 restricted shares of the Company’s Common Stock valued at $600,000 based on the closing market price of the stock on October 1, 2010 (the “Share Allocation”). The Share Allocation is subject to decrease if actual EBITDA from revenues generated from the customers included in the purchased assets during the Earn-Out Period is below $2 million, and will be issued in three installments on October 4, 2011, 2012 and 2013.

Pursuant to the terms of the Purchase Agreement, Nicholas V. Ferrara, the principal owner of Ferrara, will be employed by the Company at an annual salary of $182,000 plus benefits.

The Company, with the assistance of a third party, performed a goodwill impairment test effective as of September 30, 2012 and determined that there was full impairment of the goodwill relating to the Ferrara International Logistics, Inc. acquisition of October 4, 2010. Accordingly, the Company recorded an impairment loss of $620,000 as of September 30, 2012 representing the write-off of goodwill.

In addition, the Company performed a review of the fair value of the earn out liability as of September 30, 2012 associated with the Ferrara International Logistics, Inc. acquisition of October 4, 2010 and determined that the fair value of the earn-out is zero. Accordingly, the Company recorded an adjustment of the entire liability in the amount of $1,129,650 (net of imputed interest) for the year ended September 30, 2012.

F-13

(C)

Purchase price allocation

In accordance with the acquisition method of accounting, the Company allocated the consideration to the net tangible and identifiable intangible assets, based on their estimated fair values. Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. The factors that contributed to the recognition of goodwill included securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a marketplace participant, and the acquisition of a talented workforce.

The consideration has been allocated as follows:

	FERRARA INTERNATIONAL LOGISTICS, INC. (JULY 18, 2008)		FERRARA INTERNATIONAL LOGISTICS, INC. (OCTOBER 4, 2010)
Tangible assets:
Furniture and equipment	$	-	$	-

Intangible assets:
Identifiable intangibles, subject to amortization		1,530,000		1,220,000
Goodwill		547,070		620,000
		2,077,070		1,840,000

Purchase price	$	2,077,070	$	1,840,000

The following table provides unaudited pro forma results of operations for the fiscal years ended September 30, 2011 and 2010 as if the acquisitions had been consummated as of the beginning of each period presented. The pro forma results include the effect of certain purchase accounting adjustments, such as the estimated changes in depreciation and amortization expense on the acquired intangible assets. However, pro forma results do not include any anticipated cost savings or other effects of the planned integration of the companies. Accordingly, such amounts are not necessarily indicative of the results if the acquisition has occurred on the dates indicated, or which may occur in the future.

(Unaudited)	Pro Forma Results
(Dollars in Millions except per share data)	Year ended September 30,
	2011			2010

Revenues	$	102,669,754		$	94,496,131

Income (loss) from continuing operations before income taxes	$	(989,750	)	$	896,041

Fully diluted earnings (loss) per share from continuing operations	$	(.03	)	$	.02

F-14

3	MARKETABLE SECURITIES

Marketable securities consist of the following:

	Cost		Unrealized Holding Gains (Losses)			Fair Value

As of September 30, 2012:
Mutual Funds	$	52,600	$	12,968		$	65,568

As of September 30, 2011:
Mutual Funds	$	55,046	$	(2,694	)	$	52,352

All of the Company’s marketable securities are Level 1 type assets, based on quoted prices in active markets at September 30, 2012 and 2011.

4	LOANS RECEIVABLE – OFFICERS

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

On January 11, 2012 and April 2, 2012, James N. Jannello, Chief Executive Officer and a director of the Company, repaid $50,000 and $42,817, respectively, of the loan that was outstanding from Janel with interest.

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,
	2012		2011		Life

Furniture and fixtures	$	562,614	$	446,815		5-7 years
Computer equipment		117,840		277,117		5 years
		680,454		723,932
Less accumulated depreciation and
Amortization		169,051		264,082
	$	511,403	$	459,850

6	INTANGIBLE ASSETS

A summary of intangible assets resulting from the Ferrara acquisitions and the estimated useful lives used in the computation of amortization is as follows:

	July 18, 2008 Acquisition			October 4, 2010 Acquisition

Customer relationships	$	1,530,000	9.5 years	$	1,220,000	10.0 years
Goodwill		547,070			620,000
		2,077,070			1,840,000
Less accumulated amortization		684,474			244,000
Less goodwill impairment		547,070			620,000
	$	845,526		$	976,000

F-15

A summary of the changes in intangible assets is as follows:

	Ferrara International Logistics, Inc.
	2012			2011
Balance – beginning of year	$	3,271,649		$	1,714,702
Additions		-			1,840,000
Amortization		(283,053	)		(283,053	)
Goodwill impairment		(1,167,070	)		-
Balance – end of year	$	1,821,526		$	3,271,649

7	NOTE PAYABLE – BANK

In August 2010, the Company’s subsidiary Janel Group of New York, Inc. (“Janel New York”) entered into a one-year $3.5 million revolving line of credit agreement with Community National Bank (“CNB”). The new credit facility (the “CNB Facility”) replaced Janel New York’s previous term loan agreement. At that time, the interest rate of the CNB Facility was the prime rate plus 1%, with a minimum rate of 5% and under the CNB Facility, Janel New York could borrow the lesser of $3.5 million or 80% of the Company’s aggregate outstanding eligible accounts receivable, as defined. Janel New York’s obligations under the CNB Facility are collateralized by all of the assets of the Company and are guaranteed by the Company and James N. Jannello, the Company’s Chief Executive Officer.

On November 2, 2011, the Company amended the terms of the CNB Facility. Pursuant to the revised terms, James N. Jannello was released from his personal guarantee of the Company’s obligations to CNB, the minimum interest rate was increased from 5.0% per annum to 7.0% per annum, and the Company agreed to pay an unused line fee equal to one-half of one percent per annum. All other terms of the CNB Facility remained unchanged.

On August 10, 2012, the maturity of the CNB Facility was extended for two months until September 30, 2012, the maximum amount available under the CNB Facility was reduced from $3.5 million to $2.5 million, subject to the borrowing base limit referenced above, and the personal guarantee of James N. Jannello was reinstated. On September 20, 2012 the CNB Facility was extended until October 29, 2012.

On October 29, 2012, subsequent to the period covered by this report, the CNB Facility was extended for an additional term expiring September 30, 2013. As part of the extension, CNB eliminated the unused line fee. All other terms of the CNB Facility remained unchanged.

8	NOTE PAYABLE – OTHER

On September 15, 2011, the Company’s subsidiary, Janel Ferrara Logistics, LLC (“JFL”) issued a $100,000 promissory note payable on March 15, 2012. The interest rate was 5% per annum payable monthly. The note payable was repaid in eight equal weekly installments of $12,500, plus interest, beginning on April 3, 2012 with the last payment made on May 22, 2012.

F-16

9	LONG-TERM DEBT

Long-term debt consists of the following:

	September 30,
	2012		2011
Term loan payable to CNB (see Note 7) in monthly installments of $7,735, including interest at 6% per annum due in 2016. The loan is collateralized by substantially all assets of the Company and is guaranteed by James N. Jannello.	$	305,900	$	371,096

Non-interest bearing note payable to a related party, net of imputed interest due when earned (refer to Note 2B).		-		1,076,284

Other		-		13,889
		305,900		1,461,269
Less current portion		84,280		335,978
	$	221,620	$	1,125,291

These obligations mature as follows:

2013	$	81,751
2014		86,793
2015		53,076
	$	221,620

RELATED PARTY

A Director of the Company and the President of Janel’s New Jersey operations controls and owns Allports Logistics Warehouse, LLC (“Allports”) and Ferrara International Worldwide, Inc. (“FIW”), located in Hillside, New Jersey. Allports and FIW provide Janel with trucking and warehouse related services. Janel paid approximately $2,009,000 and $1,242,000 to Allports for such services in fiscal 2012 and 2011, respectively; and, approximately $160,000 and $971,000 to FIW for such services in fiscal 2012 and 2011, respectively. Refer to Note 9.

11	DISCONTINUED OPERATIONS

During June 2012 and December 2010, the Company elected to discontinue the operations of the food sales segment and the computer software sales (Order Logistics, Inc.) segment, respectively. As of September 30, 2012 there were no assets or liabilities associated with these two segments. The operations are summarized below.

	2012			2011			2010
TOTAL DISCONTINUED OPERATIONS:
REVENUES	$	599,764		$	36,352		$	57,156

COSTS AND EXPENSES:
Cost of sales		849,850			40,279			-
Selling, general and administrative expenses		410,413			420,103			350,866
Depreciation and amortization		3,820			49,367			32,626
TOTAL COSTS AND EXPENSES		1,264,083			509,749			383,492

Interest expense		3,007			-			-

LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES		(667,326	)		(473,397	)		(326,336	)

PROVISION FOR INCOME TAXES		-			(160,955	)		(110,954	)

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES	$	(667,326	)	$	(312,442	)	$	(215,382	)

F-17

	2012			2011			2010
FOOD SALES DISCONTINUED OPERATION:
REVENUES	$	599,764		$	54,490			-

COSTS AND EXPENSES:
Cost of sales		849,850			40,279			-
Selling, general and administrative expenses		410,413			366,591			-
Depreciation and amortization		3,820			428			-
TOTAL COSTS AND EXPENSES		1,264,083			407,298			-

Interest expense		3,007			-			-

LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES		(667,326	)		(352,808	)		-

PROVISION FOR INCOME TAXES		-			(119,955	)		-

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES	$	(667,326	)	$	(232,853	)		-

	2012		2011			2010
COMPUTER SOFTWARE SALES
DISCONTINUED OPERATIONS:
REVENUES		-	$	(18,138	)	$	57,156

COSTS AND EXPENSES:
Cost of sales		-		-			-
Selling, general and administrative expenses		-		53,512			350,866
Depreciation and amortization		-		48,939			32,626
TOTAL COSTS AND EXPENSES		-		102,451			383,492

Interest expense		-		-			-

LOSS FROM DISCONTINUED OPERATIONS BEFORE INCOME TAXES		-		(120,589	)		(326,336	)

PROVISION FOR INCOME TAXES		-		(41,000	)		(110,954	)

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAXES		-	$	(79,589	)	$	(215,382	)

12	STOCKHOLDERS’ EQUITY

Janel is authorized to issue 225,000,000 shares of common stock, par value $.001. In addition, the Company is authorized to issue 5,000,000 shares of preferred stock, par value $.001. The preferred stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by the Company’s board of directors or a duly authorized committee thereof, without stockholder approval. The board may fix the number of shares constituting each series and increase or decrease the number of shares of any series.

F-18

Convertible preferred stock

On January 10, 2007, the Company sold 1,000,000 unregistered shares of newly authorized $0.001 par value 3% Series A Convertible Preferred Stock (the “Series A Stock”) for a total of $500,000. The shares are convertible into shares of Janel’s $0.001 par value common stock at any time on a one-share for one-share basis.

On October 18, 2007, the Company issued 285,000 unregistered shares of newly authorized $0.001 par value Series B Convertible Preferred Stock (the “Series B Stock”) in connection with the acquisition of Order Logistics, Inc. (a discontinued operation). The shares are convertible into shares of Janel’s $0.001 par value common stock at any time after October 18, 2009 on a one-share (of Series B Stock) for ten-shares (of common stock) basis. During the year ended September 30, 2011 the holder of 10,750 shares of Series B Stock converted the shares for 107,500 shares of common stock.

Common stock

On October 12, 2006, the Company’s Board of Directors authorized the purchase of up to 300,000 shares of the Company’s common stock, subject to certain conditions. The repurchase plan may be suspended by the Company at any time. As of September 30, 2012, 259,676 shares of the Company’s common stock have been repurchased under the plan at a cost of $114,703 and restored to the status of authorized and unissued.

On October 4, 2010, in connection with the Ferrara International Logistics, Inc. acquisition (see Note 2B), the Company issued 1,714,286 shares of common stock at $0.35 per share or an aggregate of $600,000.

On October 14, 2011, the Company sold 750,000 shares of common stock at $0.20 per share or an aggregate of $150,000.

13	INCOME TAXES

Income taxes from continuing operations consist of the following:

	Year Ended September 30,
	2012		2011			2010

Federal – current	$	-	$	(148,000	)	$	146,000
- deferred		1,084,304		(126,000	)		97,000
State and local		37,000		(74,000	)		93,000

	$	1,121,304	$	(348,000	)	$	336,000

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

	Year Ended September 30,
	2012			2011			2010

Federal taxes (credits) at statutory rates	$	(209,000	)	$	(315,000	)	$	252,000
Permanent differences		10,000			16,000			20,400
State and local taxes, net of Federal benefit		(84,000	)		(49,000	)		63,600
Valuation allowance		(838,304	)		-			-

	$	(1,121,304	)	$	(348,000	)	$	336,000

The components of deferred income tax are as follows:

Net operating loss carryforwards	$	838,304
Valuation allowance		(838,304	)
Net deferred tax asset	$	-

F-19

During the quarter ended September 30, 2012, the Company provided a valuation allowance against deferred tax assets in the amount of $838,304 as the result of an evaluation of the Company’s net operating losses incurred in prior years, its recent history of two consecutive years of losses from continuing operations, there are no existing events (such as very large sales orders or non-recurring events) that would produce adequate taxable income to offset the carryforward and there are no appreciated assets available to sell in order to utilize the NOL. The Company assessed the likelihood that its deferred tax assets would be recovered from future taxable income and determined that recovery was not more likely than not based upon all available evidence, both positive and negative. The amount of the non-cash valuation allowance reduction was based on management’s estimates of future taxable income by taking jurisdictions and the period over which the Company believes deferred tax assets will be recoverable.

The Company has net operating loss carryforwards for income tax purposes which expire as follows:

2031

288,000

14	PROFIT SHARING AND 401(k) 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, 2012, 2011, and 2010 aggregated approximately $19,000, $17,000 and $17,500, respectively.

15	RENTAL COMMITMENTS

The Company conducts its operations from leased premises. Rental expense on operating leases for the years ended September 30, 2012, 2011 and 2010 was approximately $1,410,000, $989,000, $362,000, respectively.

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

Year ended September 30, 2012	$	1,250,000
2013		1,033,000
2014		969,000
2015		862,000
2016		862,000
Thereafter		3,200,000

16	RISKS AND UNCERTAINTIES

(a)

Currency risks

(b)

Concentration of credit risk

The Company’s assets that are exposed to concentrations of credit risk consist primarily of cash and receivables from customers. The Company places its cash with financial institutions that have high credit ratings. The receivables from clients are spread over many customers. The Company maintains an allowance for uncollectible accounts receivable based on expected collectability and performs ongoing credit evaluations of its customers’ financial condition.

(c)

Legal proceedings

(1) 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.

(2) On June 22, 2012 (amended September 5, 2012), Fratelli Masturzo S.R.L., Clematis, S.R.L., Fratelli Longobardi S.R.L. and Pancrazio S.P.A. filed a law suit in the Supreme Court of the State of New York County of Queens against The Janel Group of New York, Inc., Ferrara International Logistics, Inc., Tutto Italia USA, LLC and Paul Sorvino Foods, Inc. The complaint alleges the non-payment of food product purchases totaling $186,728. The Company intends to vigorously defend this claim.

F-20

(3) On June 27, 2012, Allegiance Retail Services, LLC and Foodtown, Inc. filed a law suit in the Supreme Court of New Jersey against Janel Ferrara Logistics, LLC d/b/a Paul Sorvino Foods. The complaint alleges the non-payment of invoices for the placing, merchandising, marketing and promoting of food products totaling $103,856. The Company intends to vigorously defend this claim.

(4) On August 22, 2011, Janel’s former chief financial officer filed a civil suit in the United States District Court for the Eastern District of New York (Case No. CV-114041), against defendants Janel World Trade, Ltd., James N. Jannello, the Chief Executive Officer of the Company, and Stephen Cesarski, the former president of the Company. The complaint alleged among other things, discrimination and harassment. On January 11, 2012 the Company entered into a settlement agreement and settled the lawsuit for $250,000. Settlement payments were made on January 15, 2012, March 31, 2012, June 30, 2012 and September 30, 2012 in the amounts of $50,000, $60,000, $60,000 and $80,000, respectively. The settlement amount was fully reserved for at fiscal year ended September 30, 2011.

(e)

Concentration of sales

Sales to two major customers were approximately 30.8%, 30.5% and 27.4% of consolidated sales from continuing operations for the years ended September 30, 2012, 2011 and 2010, respectively. Amounts due from these customers aggregated approximately $845,000, $670,000 and $1,130,000 at September 30, 2012, 2011 and 2010, respectively.

17	QUARTERLY RESULTS OF OPERATIONS (Unaudited)

	First			Second			Third			Fourth
Fiscal 2012
Net sales	$	23,349,135		$	22,091,101		$	24,012,080		$	29,250,331
Operating income (loss)		(150,257	)		(417,012	)		(65,375	)		1,181,187
Net income (loss)		(246,912	)		(397,831	)		(215,112	)		(1,818,861	)

Per share data (1):
Basic earnings per share	$	(.01	)	$	(.02	)	$	(.01	)	$	(.08	)
Diluted earnings per share	$	(.01	)	$	(.02	)	$	(.01	)	$	(.08	)

Fiscal 2011
Net sales	$	26,454,007		$	22,701,632		$	22,446,556		$	26,794,422
Operating income (loss)		144,572			(192,165	)		(208,643	)		(184,138	)
Net income (loss)		8,570			(140,271	)		(247,624	)		(278,372	)

Per share data (1):
Basic earnings per share	$	.00		$	(.01	)	$	(.01	)	$	(.01	)
Diluted earnings per share	$	.00		$	(.01	)	$	(.01	)	$	(.01	)

(1) Earnings per share were computed independently for each of the periods presented. Therefore, the sum of the earnings per share amounts for the quarters may not equal the total for the year.

18	BUSINESS SEGMENT INFORMATION

The Company operates as one reportable segment which is full service cargo transportation logistics management. The food sales segment was discontinued during the September 30, 2012 fiscal year and the computer software sales, support and maintenance segment was discontinued during the September 30, 2011 fiscal year. Refer to Note 11, above.

F-21

19	STOCK OPTIONS

On June 30, 2010, the Company issued options to purchase 23,750 shares of common stock at an exercise price of $1.00 per share, in partial satisfaction of half of the finder’s fees associated with the hiring of two new sales executives. The remaining obligation of $23,750 was paid in cash.

The fair value of the options was determined using a Black Scholes Option Pricing Model was $9,200 which, net of income taxes, resulted in a $5,428 reduction of net income.

The Company has no other stock options outstanding.

20	SUBSEQUENT EVENTS

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. Other than the renewal of the CNB Facility referred to in Note 7, there have been no other events that would require adjustment to or disclosure in the financial statements.

F-22

SCHEDULE II

SCHEDULE OF VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

	Balance at Beginning of Year		Charged to Costs and Expenses		Charged to Other Accounts		Deductions			Balance at End of Year

For the fiscal year ended September 30, 2010

Allowance for doubtful accounts	$	85	$	271	$	-	$	(249	)	$	107

For the fiscal year ended September 30, 2011

Allowance for doubtful accounts	$	107	$	221	$	-	$	(38	)	$	290

For the fiscal year ended September 30, 2012

Allowance for doubtful accounts	$	290	$	132	$	-	$	(97	)	$	325
Deferred tax valuation allowance	$	-	$	1,184	$	-	$	-		$	1,184

S-1