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

Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 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. Yes x Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-2 of the Exchange Act). Yes o No x

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 17,043,000









PART I - FINANCIAL INFORMATION
 
Item 1.  Financial Statements.

(a) Janel’s unaudited, interim financial statements for its third fiscal quarter (the three and nine months ended June 30, 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.



JANEL WORLD TRADE LTD. AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 


 
   
JUNE 30, 2006
(Unaudited) 
 
SEPTEMBER 30, 2005
(Audited) 
 
           
ASSETS
         
CURRENT ASSETS:
         
Cash and cash equivalents
 
$
983,556
 
$
793,238
 
Accounts receivable, net of allowance for doubtful
             
accounts of $23,850 at June 30, 2006 and
             
$26,067 at September 30, 2005
   
5,138,147
   
5,334,314
 
Marketable securities
   
57,617
   
55,742
 
Loans receivable - officers
   
148,694
   
146,192
 
- other
   
37,470
   
33,835
 
Prepaid expenses and sundry current assets
   
117,444
   
76,120
 
Deferred compensation
   
113,090
   
-
 
TOTAL CURRENT ASSETS
   
6,596,018
   
6,439,441
 
               
PROPERTY AND EQUIPMENT, NET
   
202,227
   
242,270
 
               
SECURITY DEPOSITS
   
49,418
   
49,418
 
               
TOTAL ASSETS
 
$
6,847,663
 
$
6,731,129
 
               
 LIABILITIES AND STOCKHOLDERS’ EQUITY
             
CURRENT LIABILITIES:
             
Accounts payable
 
$
2,965,173
 
$
3,192,944
 
Accrued expenses and taxes payable
   
66,625
   
196,861
 
Current portion of long-term debt
   
8,692
   
8,393
 
TOTAL CURRENT LIABILITIES
   
3,040,490
   
3,398,198
 
               
OTHER LIABILITIES:
             
Long-term debt
   
7,284
   
13,572
 
Deferred compensation
   
78,568
   
78,568
 
 TOTAL OTHER LIABILITIES
   
85,852
   
92,140
 
               
STOCKHOLDERS’ EQUITY:
             
Common stock, $.001 par value
             
225,000,000 shares authorized
             
17,043,000 and 16,843,000 shares issued and outstanding
             
at June 30, 2006 and September 30, 2005, respectively
   
17,043
   
16,843
 
Additional paid-in capital
   
953,163
   
501,003
 
Retained earnings
   
2,751,115
   
2,722,945
 
 TOTAL STOCKHOLDERS’ EQUITY
   
3,721,321
   
3,240,791
 
               
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
6,847,663
 
$
6,731,129
 
               
 
 







JANEL WORLD TRADE LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)


                   
   
NINE MONTHS ENDED JUNE 30,
 
THREE MONTHS ENDED JUNE 30,
 
   
2006
 
2005
 
2006
 
2005
 
                   
 REVENUE
 
$
57,107,454
 
$
49,920,029
 
$
19,534,537
 
$
19,946,342
 
                           
                           
COSTS AND EXPENSES:
                         
Forwarding expenses
   
51,140,538
   
44,716,595
   
17,380,945
   
18,012,055
 
Selling, general and administrative
   
5,477,730
   
4,852,794
   
1,852,574
   
1,665,201
 
Stock based compensation
   
339,270
   
-
   
113,090
   
-
 
TOTAL COSTS AND EXPENSES
   
56,957,538
   
49,569,389
   
19,346,609
   
19,677,256
 
                           
                           
                           
INCOME FROM OPERATIONS
   
149,916
   
350,640
   
187,928
   
269,086
 
                           
OTHER ITEMS:
                         
Interest and dividend income
   
16,617
   
11,847
   
9,769
   
2,878
 
Interest expense
   
(918
)
 
(21,059
)
 
(261
)
 
(1,183
)
                           
TOTAL OTHER ITEMS
   
15,699
   
(9,212
)
 
9,508
   
1,695
 
                           
                           
 
                         
INCOME BEFORE INCOME TAXES
   
165,615
   
341,428
   
197,436
   
270,781
 
                           
Income taxes
   
137,004
   
147,000
   
97,290
   
116,600
 
                           
NET INCOME
 
$
28,611
 
$
194,428
 
$
100,146
 
$
154,181
 
                           
                           
OTHER COMPREHENSIVE INCOME
                         
NET OF TAX:
                         
Unrealized gain (loss) from available
                         
for sale securities
 
$
441
 
$
6,268
 
$
(3,120
)
$
1,831
 
Basic earnings per share
 
$
.00169
 
$
.01154
 
$
.00588
 
$
.00915
 
Fully diluted earnings per share
 
$
.00167
 
$
.01154
 
$
.00574
 
$
.00915
 
Weighted number of shares outstanding
   
16,925,784
   
16,843,000
   
17,043,000
   
16,843,000
 
Fully diluted number of shares outstanding
   
17,091,352
   
16,843,000
   
17,443,000
   
16,843,000
 
 


 

JANEL WORLD TRADE, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)



   
NINE MONTHS ENDED JUNE 30, 
 
   
2006
 
2005
 
           
OPERATING ACTIVITIES:
         
Net income
 
$
28,611
 
$
194,428
 
Adjustments to reconcile net income to net
             
cash provided by operating activities:
             
Depreciation and amortization
   
78,989
   
64,859
 
Stock issued in lieu of compensation
   
452,360
   
-
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
196,167
   
120,745
 
Prepaid expenses and sundry current assets
   
(41,324
)
 
(35,216
)
Security deposits
   
-
   
110
 
Accounts payable and accrued expenses
   
(358,007
)
 
226,931
 
Deferred compensation
   
(113,090
)
 
-
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
   
243,706
   
571,857
 
               
INVESTING ACTIVITIES:
             
Acquisition of property and equipment, net
   
(38,946
)
 
(194,265
)
Purchase of marketable securities
   
(2,316
)
 
(1,736
)
NET CASH USED IN INVESTING ACTIVITIES
   
(41,262
)
 
(196,001
)
               
FINANCING ACTIVITIES:
             
Increase in loans receivable
   
(6,137
)
 
(11,061
)
Repayment of long-term debt, net
   
(5,989
)
 
(6,294
)
Repayment of (increase in ) bank borrowings
   
-
   
(800,000
)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
   
(12,126
)
 
(817,355
)
               
               
INCREASE (DECREASE) IN CASH
   
190,318
   
(441,499
)
               
CASH - BEGINNING OF PERIOD
   
793,238
   
1,287,507
 
               
CASH - END OF PERIOD
 
$
983,556
 
$
846,008
 
               
SUPPLEMENTAL DISCLOSURES OF CASH
             
FLOW INFORMATION:
             
Cash paid during the period for:
             
Interest
 
$
918
 
$
21,059
 
Income taxes
 
$
241,653
 
$
229,694
 
Non-cash investing activities:
             
Unrealized gain on marketable securities
 
$
441
 
$
6,268
 
               
 





JANEL WORLD TRADE, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 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 January 12, 2006.

 
2
UNREGISTERED SALE OF EQUITY SECURITIES

On March 10, 2006, Janel World Trade, Ltd. (“Janel”) signed a Financial Public & Investor Relations Agreement with Strategic Growth International, Inc. (“SGI”) with respect to the provision of consulting services with regard to financial and investor relations for a term beginning October 3, 2005 and ending October 2, 2006.

Janel agreed to pay SGI compensation consisting of a $6,000 per month retainer fee, the issuance of 200,000 unregistered shares of Janel’s $.001 par value common stock valued at $1.02 per share, and a warrant to purchase 400,000 shares of Janel common stock exercisable from February 1, 2007 to October 2, 2010 at an exercise price of $1.02 per share (the fair market value of the shares on the date of issuance). The 200,000 Janel shares have limited registration rights, and are subject to a lock-up agreement. The 400,000 Janel shares issuable upon exercise of the warrants are subject to antidilution provisions and also have registration rights.

The registration rights of the 200,000 Janel shares provide the holders with the right to have their shares included in the next securities registration statement (except for a registration statement on Forms S-4 of S-8) filed by Janel with the Securities and Exchange Commission prior to October 2, 2006. The lock-up provisions require the holders to refrain from selling, transferring, hypothecating or otherwise disposing of their Janel shares until February 1, 2007.

The registration rights of the 400,000 Janel shares issuable upon exercise of the warrant provide the holders with the right to have their shares included in the next securities registration statement (except for a registration statement on Forms S-4 of S-8) filed by Janel with the Securities and Exchange commission during the entire term of the warrant.

3
INCOME TAXES

The provision for income taxes differs from normal statutory rates due to certain items included in the unregistered sale of equity securities referred to in Note 2, which are non-deductible for income tax purposes.


 


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 January 11, 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.

 




Overview

The following discussion and analysis addresses the results of operations for the three months ended June 30, 2006, as compared to the results of operations for the three months ended June 30, 2005, and for the nine months ended June 30, 2006, as compared to the nine months ended June 30, 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 June 30, 2006 Compared to Three Months Ended June 30, 2005

Revenue. Revenue for the third quarter of fiscal 2006 was $19,534,537, as compared to $19,946,342 for the same period of fiscal 2005, a year-over-year decrease of $411,805, or 2.1%. The lower level of revenue resulted principally from a marginally decreased level of overall shipping activity by existing customers.

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 third quarter of fiscal 2006, forwarding expense decreased by $631,110, or 3.5%, to $17,380,945, as compared to $18,012,055 for the third quarter of fiscal 2005. The percentage decrease in forwarding expense slightly exceeded the percentage decrease in revenue year-over-year, yielding a favorable decline of 1.3 percentage points in the measure of forwarding expense as a percentage of revenue to 89.0% in the third quarter of fiscal 2006, from 90.3% for the third fiscal quarter of 2005. The more favorable percentage is principally the result of both a slightly higher proportion of ocean freight shipments in the third quarter of fiscal 2006, as compared to the comparable prior-year period as well as slightly higher margins earned on ocean freight in the 2006 quarter as compared to 2005.




Selling, General and Administrative Expense. Selling, general and administrative expense in third quarter of fiscal 2006 increased by $187,373 (11.3%) to $1,852,574 as compared to $1,665,201 in the third quarter of fiscal 2005. The year-over-year dollar increase in SG&A resulted from general year-over-year increases in accounting, legal and investor relations expenses, and an aggregate increase in the number of administrative-related personnel on the payroll in the third quarter of fiscal 2006 as compared to the third quarter of fiscal 2005. SG&A as a percentage of revenue increased by 113 basis points from 8.35% in the third quarter of fiscal 2005, to 9.48% in the third quarter of fiscal 2006.

Income Before Taxes. Janel’s results for the third quarter of fiscal 2006 declined from an income before taxes of $270,781 in the third quarter of fiscal 2005 to an income before taxes of $197,436 in the third quarter of fiscal 2006. The principal reasons for the decline in income before taxes were the inclusion of stock-based compensation paid for investor relations services in the amount of $113,090 (see Note 2 to financial statements), combined with the operational dollar increase in SG&A expense.

Income Taxes. The effective income tax rate in both the 2006 and 2005 periods reflects the U.S. federal statutory rate and applicable state income taxes.

Net Income. Net income for the third quarter of fiscal 2006 was $100,146, or $0.00574 per diluted share, as compared to net income of $154,181, or $0.00915 per diluted share, in the third quarter of fiscal 2005.


Nine Months Ended June 30, 2006 Compared to Nine Months Ended June 30, 2005

Revenue. Revenue for the nine months ended June 30, 2006 was $57,107,454, as compared to $49,920,029 for the same period of fiscal 2005, a year-over-year increase of $7,187,425, or 14.4%. The higher level of revenue resulted primarily from a general year-over-year increase in the level of shipping activity by existing customers.

Forwarding Expense. For the nine months ended June 30, 2006, forwarding expense was $51,140,538, as compared to $44,716,595 for the same period of fiscal 2005, a year-over-year increase of $6,423,943, or 14.4%. The percentage increase equaled the increase in revenue for the nine months ended June 30, 2006 as compared to 2005, resulting in forwarding expense as a percentage of revenue remaining the same during the two periods at 89.6%.

Selling, General and Administrative Expense. For the nine-month periods ended June 30, 2006 and 2005, selling, general and administrative expenses were $5,477,730 and $4,852,794, respectively. This represents a year-over-year increase of $624,936, or 12.9%. The year-over-year dollar increase in SG&A resulted from higher commissions payable on the increased level of revenue year-over-year, a general increase in accounting, legal and investor relations expenses, and the hiring of several additional administrative-related personnel and their related expenses in the first nine months of fiscal 2006 as compared to the same period of fiscal 2005. Despite the dollar increase, SG&A as a percentage of revenue decreased by 13 basis points from 9.72% in the first nine months of 2005 to 9.59% in the first nine months of 2006.





Income Before Taxes. Janel reported income before taxes of $165,615 for the nine months ended June 30, 2006 as compared to income before taxes of $341,428 for the nine months ended June 30, 2005, a decline of $175,813, or 51.5%, year-over-year. The level of stock-based compensation expense included in the first nine months of fiscal 2006 ($339,270) accounted for substantially more than the total year-over-year dollar decline in income from operations and pretax profitability.

Income Taxes. The effective income tax rate in both the 2006 and 2005 periods reflects the U.S. federal statutory rate and applicable state income taxes.

Net Income. Janel reported net income for the nine months ended June 30, 2006 of $28,611, or $0.00167 per diluted share, down $165,817 as compared to net income of $194,428, or $0.01154 per diluted share, for the nine months ended June 30, 2005.

Liquidity and Capital Resources

Janel’s ability to meet its liquidity requirements, which include satisfying its debt obligations and funding working capital, day-to-day operating expenses and capital expenditures depends upon its future performance, and is subject to general economic conditions and other factors, some of which are beyond its control.

During the nine months ended June 30, 2006, Janel’s net working capital (current assets minus current liabilities) increased by approximately $514,000, reflecting increases in cash and deferred compensation of approximately $190,000 and $113,000, respectively, plus a net positive swing of approximately $203,000 in accounts receivable and prepaid expenses as compared to accounts payable and accrued expenses. Janel’s past cash flow performance is generally indicative of future cash flow performance.
.
In July 2005, Janel decreased its line of credit from $3,000,000 to $1,500,000, because cash flow had become adequate for financing its receivables, and because it obtained a reduced interest rate. At June 30, 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.

Management believes that anticipated cash flow, and the cash 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 2006 and beyond, which encompasses a number of potential elements, as discussed 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 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.

Management has been engaged in reviewing the profitability of various customer accounts with a view toward eliminating accounts which are only marginally profitable, and focusing on accounts that are more profitable, with a view to increasing its overall profit margin. Based upon the results for the nine months ended June 30, 2006, and its current expectations for the remainder of fiscal 2006, Janel currently projects that revenue for its fiscal year ending September 30, 2006, exclusive of any potential acquisition activity or other extraordinary events, will increase by approximately 3-5% over the approximately $73.5 million reported in fiscal 2005.

Janel is continuing to implement its business plan and strategy to increase revenue and profitability through its fiscal year ending September 30, 2006 and beyond. The company’s strategy, some of which has been implemented, includes plans to: open additional branch offices both domestically and in Southeast Asia; increase profit margins by avoiding low-margin business; 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 efforts to reduce current and prospective overhead and operating expenses, particularly with regard to the efficient integration of any additional offices or acquisitions.

Certain elements of the company’s growth strategy, principally proposals for acquisition, are contingent upon the availability of adequate financing at terms acceptable to the company. The company is continuing in its efforts to secure long-term financing, but has to date been unable to complete any such financing transactions at terms it deems acceptable, and cannot presently anticipate when or if financing on acceptable terms will become available. Therefore, the implementation of significant aspects of the company’s strategic growth plan may be deferred beyond the originally anticipated timing.





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, 2005.

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.





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
 
d.
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.

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.
 
PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Not applicable.
 
Item 2. Changes in Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

There were no matters submitted to a vote of shareholders during the third fiscal quarter ended June 30, 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 did not file any reports on Form 8-K during the third fiscal quarter ended June, 30, 2006.
      



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.

August 15, 2006
 
   
 
JANEL WORLD TRADE, LTD.
   
   
 
By: /s/ James N. Jannello
 
James N. Jannello
 
Chief Executive Officer