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JANEL CORP - Quarter Report: 2006 December (Form 10-Q)


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 2006  
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 333-60608

JANEL WORLD TRADE, LTD.
(Exact name of registrant as specified in its charter)
 
NEVADA 
86-1005291 
(State of incorporation) 
(I.R.S. Employer Identification Number) 
   
150-14 132nd Avenue, Jamaica, NY 
11434 
(Address of principal executive offices) 
(Zip Code) 
 
  (718) 527-3800
(Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer and accelerated filer in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o 
Accelerated filer o 
Non-Accelerated filer x 
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes o  No x
 
State the number of shares outstanding of each of the issuer's class of common equity, as of the latest practicable date: 17,026,000.
 
1

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements.

(a) Janel’s unaudited, interim financial statements for its third fiscal quarter (the three months ended December 31, 2006) have been set forth below. Management’s discussion and analysis of the company’s financial condition and the results of operations for the third quarter will be found at Item 2, following the financial statements.
 
 
 
2

 
 



Paritz & Company, P.A.
 
JANEL WORLD TRADE LTD. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 

THREE MONTHS ENDED DECEMBER 31, 2006
 



 
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JANEL WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
           
   
DECEMBER 31, 2006 (Unaudited)
 
SEPTEMBER 30, 2006 (Audited)
 
           
ASSETS
CURRENT ASSETS:
         
Cash and cash equivalents
 
$
1,307,677
 
$
1,341,952
 
Accounts receivable, net of allowance for doubtful
             
accounts of $43,210 at December 31, 2006 and
             
$28,350 at September 30, 2006
   
5,213,414
   
4,809,324
 
Marketable securities
   
62,641
   
59,222
 
Loans receivable - officers
   
145,770
   
144,530
 
- other
   
27,558
   
33,868
 
Prepaid expenses and sundry current assets
   
47,982
   
126,678
 
TOTAL CURRENT ASSETS
   
6,805,042
   
6,515,574
 
               
PROPERTY AND EQUIPMENT, NET
   
165,806
   
178,099
 
               
SECURITY DEPOSITS
   
49,418
   
49,418
 
               
TOTAL ASSETS
 
$
7,020,266
 
$
6,743,091
 
               
CURRENT LIABILITIES:
             
Accounts payable
 
$
3,000,717
 
$
2,714,086
 
Accrued expenses and taxes payable
   
133,810
   
185,563
 
Current portion of long-term debt
   
6,094
   
7,244
 
TOTAL CURRENT LIABILITIES
   
3,140,621
   
2,906,893
 
               
OTHER LIABILITIES:
             
Long-term debt
   
5,390
   
6,337
 
Deferred compensation
   
78,568
   
78,568
 
 TOTAL OTHER LIABILITIES
   
83,958
   
84,905
 
               
STOCKHOLDERS’ EQUITY:
             
Common stock, $.001 par value
             
225,000,000 shares authorized
             
17,026,000 and 17,043,000 shares issued and outstanding
             
at December 31, 2006 and September 30, 2006, respectively
   
17,043
   
17,043
 
Additional paid-in capital
   
953,163
   
953,163
 
Retained earnings
   
2,833,982
   
2,781,087
 
 
   
3,804,188
   
3,751,293
 
Less cost of treasury stock
   
(8,501
)
 
-
 
TOTAL STOCKHOLDERS’ EQUITY
   
3,795,687
   
3,751,293
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
7,020,266
 
$
6,743,091
 
               

See notes to financial statements
 
 
4

 

 
JANEL WORLD TRADE LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
           
   
THREE MONTHS ENDED DECEMBER 31,
   
2006
 
2005
 
           
REVENUES
 
$
16,727,869
 
$
18,781,315
 
               
               
               
COSTS AND EXPENSES:
             
Forwarding expenses
   
14,804,254
   
16,838,747
 
Selling, general and administrative
   
1,844,358
   
1,789,745
 
               
               
INCOME FROM OPERATIONS
   
79,257
   
152,823
 
               
OTHER ITEMS:
             
Interest and dividend income
   
12,941
   
2,632
 
               
INCOME BEFORE INCOME TAXES
   
92,198
   
155,455
 
               
Income taxes
   
40,000
   
66,800
 
               
               
NET INCOME
 
$
52,198
 
$
88,655
 
               
OTHER COMPREHENSIVE INCOME, NET OF TAX:
             
Unrealized gain (loss) from available for sale securities
 
$
697
 
$
(882
)
               
               
Basic earnings per share
 
$
.00306
 
$
.0053
 
Fully diluted earnings per share
 
$
.00299
 
$
-
 
Weighted number of shares outstanding
   
17,036,457
   
16,843,000
 
Fully diluted number of shares outstanding
   
17,436,457
   
-
 
               

See notes to financial statements


 
5

 

 
JANEL WORLD TRADE, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
           
           
   
THREE MONTHS ENDED DECEMBER 31,
   
2006
 
2005
 
           
OPERATING ACTIVITIES:
         
Net income
 
$
52,198
 
$
88,655
 
Adjustments to reconcile net income to net
             
cash provided by (used in) operating activities:
             
Depreciation and amortization
   
18,074
   
25,001
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
(404,090
)
 
647,969
 
Loans receivable
   
6,310
   
(5,672
)
Prepaid expenses and sundry current assets
   
78,696
   
20,630
 
Accounts payable and accrued expenses
   
234,878
   
9,444
 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   
(13,934
)
 
786,027
 
               
               
INVESTING ACTIVITIES:
             
Acquisition of property and equipment, net
   
(5,781
)
 
(9,037
)
Purchase of marketable securities
   
(2,722
)
 
(2,301
)
Repurchase of treasury stock
   
(8,501
)
 
-
 
NET CASH USED IN INVESTING ACTIVITIES
   
(17,004
)
 
(11,338
)
               
               
FINANCING ACTIVITIES:
             
Repayment of long-term debt, net
   
(2,097
)
 
(1,797
)
Issuance of loans receivable
   
(1,240
)
 
-
 
NET CASH USED IN FINANCING ACTIVITIES
   
(3,337
)
 
(1,797
)
               
               
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
(34,275
)
 
772,892
 
               
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD
   
1,341,952
   
793,238
 
               
CASH AND CASH EQUIVALENTS - END OF PERIOD
 
$
1,307,677
 
$
1,566,130
 
               
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
             
Cash paid during the period for:
             
Interest
 
$
182
 
$
357
 
Income taxes
 
$
57,854
 
$
174,503
 
               
 
See notes to financial statements


 
6

 

 
JANEL WORLD TRADE, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006
(Unaudited)

1 BASIS OF PRESENTATION

The attached consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. As a result, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the disclosures made are adequate to make the information presented not misleading. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in the Company=s Form 10-K as filed with the Securities and Exchange Commission on or about December 29, 2006.

2 STOCK REPURCHASE PLAN

On October 12, 2006, the Company’s Board of Directors authorized the repurchase of up to 300,000 shares of the Company’s common stock, subject to certain conditions. It is expected that purchases under the program will depend upon prevailing market conditions and other factors such as the Company’s cash position. The repurchase plan may be suspended by the Company at any time. During the three months ended December 31, 2006, 17,000 shares were repurchased under this plan at a cost of $8,501.

3 SUBSEQUENT EVENT

On January 10, 2007, Janel World Trade, Ltd. (“Janel”) entered into a Securities Purchase agreement with an Institutional Purchaser, pursuant to which Janel sold an aggregate of one million unregistered shares of newly-authorized $0.001 par value 3% Series A Convertible Preferred Stock (the “Series A Stock”) for a total purchase price 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.

Janel simultaneously entered into a Registration Rights Agreement with the Institutional Purchaser requiring the underlying shares of common stock issuable upon conversion of the Series A Stock to be included in the next securities registration statement (except for a registration statement on Forms S-4 or S-8) filed by Janel with the securities and Exchange Commission (“SEC”), and listed (if possible) on NASDAQ or a National Securities Exchange. The registration statement must be filed no later than nine months from closing, for an offering made on a continuous basis pursuant to SEC Rule 415, and become effective within ninety days after filing. Janel has agreed that none of its officers or directors will enter into any transaction for the disposition of any Janel shares owned by them or their affiliates until the expiration of nine months following the effective date of the required registration statement.

In addition, Janel agreed to pay the purchasers an advisory fee of $2,000 per month for twelve months beginning March 1, 2007.
 
 
 
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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements 

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

When used in this document, the words "anticipate," "estimate," "expect," "may," "plans," "project," and similar expressions are intended to be among the statements that identify forward-looking statements. Janel’s results may differ significantly from the results discussed in the forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, those relating to costs, delays and difficulties related to the company's dependence on its ability to attract and retain skilled managers and other personnel; the intense competition within the freight industry; the uncertainty of the company's ability to manage and continue its growth and implement its business strategy; the company's dependence on the availability of cargo space to serve its customers; effects of regulation; its vulnerability to general economic conditions and dependence on its principal customers; accuracy of accounting and other estimates; risk of international operations; risks relating to acquisitions; the company's future financial and operating results, cash needs and demand for its services; and the company's ability to maintain and comply with permits and licenses; as well as other risk factors described in Janel’s Annual Report on Form 10-K filed with the SEC on December 29, 2006. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those projected.


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Overview

The following discussion and analysis addresses the results of operations for the three months ended December 31, 2006, as compared to the results of operations for the three months ended December 31, 2005. The discussion and analysis then addresses the liquidity and financial condition of the company, and other matters.

Results of Operations

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

Three Months Ended December 31, 2006 Compared to Three Months Ended December 31, 2005
 
Revenue. Total revenue for the first quarter of fiscal 2007 was $16,727,869, as compared to $18,781,315 for the same period of fiscal 2006, a year-over-year decrease of $2,053,446, or 10.9%. Management attributes the decreased level of revenue in the first quarter of fiscal 2007 to softness in the global logistics industry, which it believes to be attributable, in part, to better inventory management on the part of retailers during the weeks prior to the end-of-year holiday shopping season.

Forwarding Expense. Forwarding expense is primarily comprised of the fees paid by Janel directly to cargo carriers to handle and transport its actual freight shipments on behalf of its customers between initial and final terminal points. Forwarding expense also includes any duties and/or trucking charges related to the shipments. As a general rule, revenue received by the company for shipments via ocean freight are marked up at a lower percentage versus their related forwarding expense than are shipments via airfreight, i.e., forwarding expense as a percentage of revenue is generally higher (and the company earns less) for ocean freight than for airfreight.

For the first quarter of fiscal 2007, forwarding expense decreased by $2,034,493, or 12.1%, to $14,804,254, as compared to $16,838,747 for the first quarter of fiscal 2006. The percentage decrease was slightly greater than the decrease in total revenue year over year, yielding a favorable decrease of 116 basis points in the measure of forwarding expense as a percentage of revenue to 88.50% from 89.66% for the first fiscal quarter of 2006. An improvement (i.e. decrease) in this measure would typically result from a somewhat higher proportion of airfreight versus ocean freight in the company’s revenue mix during the period. Net revenue (revenue minus forwarding expenses) in the first quarter of fiscal 2007 was $1,923,615, a decrease of $18,953, or 1.0%, as compared to $1,942,568 in the first quarter of fiscal 2006.

Selling, General and Administrative Expense. Selling, general and administrative expense in first quarter of fiscal 2007 increased by $54,613 (3.1%) to $1,844,358, or 11.0% of total revenue, as compared to $1,789,745, or 9.53% of total revenue, in the first quarter of fiscal 2006. The year-over-year dollar increase in SG&A resulted primarily from year-over-year increases in accounting, legal and investor relations expenses.
 
10


 
Income Before Taxes. Janel’s income before taxes declined from $155,455 in the first quarter of fiscal 2006 to $92,198 in the first quarter of fiscal 2007, down 40.7%. The principal reason for the drop was the lower level of overall revenue, compounded by the relatively higher SG&A as a percentage of revenue in the 2007 quarter.

Income Taxes. The effective income tax rate in both the 2007 and 2006 periods reflects the U.S. federal statutory rate and applicable state income taxes.

Net Income. Net income for the first quarter of fiscal 2007 was $52,198, or $0.0031 per basic share, as compared to net income of $88,655, or $0.0053 per basic share in the first quarter of fiscal 2006, a decline of 41.1%.

Liquidity and Capital Resources

Janel’s ability to meet its liquidity requirements, which include satisfying its debt obligations, funding working capital, day-to-day operating expenses and capital expenditures depends upon its future performance, which is subject to general economic conditions and other factors, some of which are beyond its control. During the three months ended December 31, 2006, Janel’s net working capital (total current assets less total current liabilities) increased by $55,740, or 1.5%.

At December 31, 2006, cash and cash equivalents decreased by $34,275 to $1,307,677 from $1,341,952 at September 30, 2006. For the three months ended December 31, 2006, Janel’s primary use of cash was an increase in accounts receivable of approximately $404,000, offset by an increase in accounts payable of approximately $235,000, and a decrease in prepaid expenses and sundry current assets of approximately $79,000.

In July 2005, Janel decreased its line of credit from $3,000,000 to $1,500,000, because its cash flow is adequate for financing its receivables, and it obtained a reduced interest rate. At December 31, 2006, Janel had $1,500,000 of available borrowing under its line of credit, bearing interest at prime less one-half of one percent (0.5%) per annum, collateralized by substantially all the assets of Janel and personal guarantees by certain shareholders of the company.

On January 10, 2007, Janel sold an aggregate of 1,000,000 shares of Class A Convertible Preferred Stock to an institutional investor for an aggregate purchase price of $500,000. A discussion of this transaction is set forth in the company’s Form 8-K Report filed January 17, 2007.
 
11

 
Management believes that anticipated cash flow, and availability under its existing line of credit are sufficient to meet its current working capital and operating needs. However, the company is also proceeding with its comprehensive growth strategy for fiscal 2007 and beyond, which encompasses a number of potential elements, as detailed below under “Current Outlook.” To successfully execute various of these growth strategy elements in the coming months, the company will need to secure additional financing estimated at up to $10,000,000. There is no assurance either that such additional capital as necessary to execute the company’s business plan and intended growth strategy will be available or, if available, will be extended to the company at mutually acceptable terms.

Current Outlook

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

Based upon the results for the fiscal year ended September 30, 2006, the first quarter of fiscal 2007, and its current operations, Janel conservatively projects that gross revenue from its currently existing accounts and businesses for its fiscal year ending September 30, 2007 will be in line with gross revenue for fiscal 2006.

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

Assuming a continued expansion of the global economy and domestic consumer demand, the company believes that gross revenue for fiscal 2007 could exceed its gross revenue for fiscal 2006. In the event of a successful execution of substantial elements of the company’s growth strategies, profitability could be commensurately greater than Janel’s fiscal 2006 results.
 
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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, and accruals for cargo insurance. 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 described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2006.

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

Revenue Recognition

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

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

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

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

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

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

Estimates

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

 
a.
accounts receivable valuation;
 
b.
the useful lives of long-term assets;
 
c.
the accrual of costs related to ancillary services the company provides; and
 
c.
accrual of tax expense on an interim basis.

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.
 
14


 
Item 3 Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. 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 the Company in the reports that it files or submits under the Securities and Exchange Act of 1934, as amended, 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 and Chief Financial Officer have evaluated this system of disclosure controls and procedures as of the end of the period covered by this quarterly report, and believe that the system is effective. There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 

15

 

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable.
 
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

(a) Information regarding an unregistered sale of equity securities by the Company on January 10, 2007 is set forth in the Company’s Form 8-K Report filed January 17, 2007.

(c)             ISSUER PURCHASES OF EQUITY SECURITIES
Period
 
(a) Total Number of Shares (or Units) Purchased
 
(b) Average Price Paid per Share (or Unit)
 
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
 
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Month #1 (identify beginning and ending dates)
 
0                
 
 
 
300,000 
Month #2 (identify beginning and ending dates)
 
11-1-06/11-30-06
12,000 shares
  
 
.476667  
 
12,000 shares 
 
288,000 @ .477=$137,376.00 
Month #3 (identify beginning and ending dates)
 
12-1-06/12-31-06
5,000 shares     
 
  
.48 
 
  
5,000 shares 
 
  
295,000 @ .48=$141,600.00 
Total
 
17,000 shares 
 
.477647 
 
17,000 shares 
 
283,000@.477647=$ 135,174.10 
 
Item 3. Defaults Upon Senior Securities.

Not applicable.
 
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Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of shareholders during the first fiscal quarter ended December 31, 2006.

Item 5. Other Information.

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits required by item 601 of Regulation S-K.
 
  Exhibit   
  Number Description of Exhibit 
     
  31  Rule 13(a)-14(a)/15(d)-14(a) Certifications. 
     
  32  Section 1350 Certification. 
 
(b) Reports on Form 8-K. The Company filed a report on Form 8-K during the first fiscal quarter ended December 31, 2006 on October 16, 2006.
      

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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
February 14, 2007     
  JANEL WORLD TRADE, LTD.
 
 
 
 
 
 
  By:   /s/ James N. Jannello 
 
James N. Jannello
  Chief Executive Officer 


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