Nevada
|
4731
|
86-1005291
|
(State
or other jurisdiction of
|
(Primary
Standard Industrial
|
(IRS
Employer Identification Number)
|
incorporation
or organization)
|
Classification
Number)
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer x (Do not check if
a smaller r company)
|
Smaller
reporting company ¨
|
Title of each class of
securities to be registered
|
Amount to
be registered
|
Proposed maximum
offering price per unit (5)
|
Proposed maximum
offering price
|
Amount of
registration fee
|
|||||||||
Common
Stock $.001par
value(1)
|
1,000,000
shs.
|
$1.00
|
$ | 1,000,000 | $ | 55.80 | |||||||
Common
Stock $.001 par value(2)
|
586,671
shs.
|
$1.00
|
$ | 586,671 | $ | 33.29 | |||||||
Common
Stock $.001 par value(3)
|
66,000
shs.
|
$1.00
|
$ | 66,000 | $ | 3.68 | |||||||
Common
Stock $.001 par value(4)
|
40,000 shs.
|
$1.00
|
$ | 40,000 | $ | 2.23 | |||||||
TOTAL
|
1,692,671
shs.
|
$ | 1,692,671 | $ | 94.45 |
Page
|
||
Summary
|
5
|
|
Summary
Financial Data
|
6
|
|
Risk
Factors
|
6
|
|
Use
of Proceeds
|
10
|
|
Our
Business
|
11
|
|
Market
for Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
|
16
|
|
Selling
Stockholders
|
17
|
|
Plan
of Distribution
|
19
|
|
Management’s
Discussion of Financial Condition and Results of
Operations
|
20
|
|
Management
|
26
|
|
Certain
Relationships and Related Transactions
|
31
|
|
Legal
Matters and Experts
|
32
|
|
Description of Securities |
32
|
|
Where
You Can Find More Information
|
32
|
|
Incorporation
of Documents by Reference
|
33
|
|
Disclosure
of SEC Position on Indemnification for Securities Act
Liabilities
|
33
|
|
Index
to Financial Statements
|
34
|
Issuer:
|
Janel
World Trade, Ltd.
|
|
Selling
stockholders:
|
The
selling stockholders are comprised of holders of Janel's Series A
convertible preferred stock issued in January 2007, and holders of
convertible notes and common stock purchase warrants, which were issued to
the holders in connection with a Janel debt funding of an asset
acquisition transaction in August 2008, in private placement transactions
completed pursuant to Rule 506 of Regulation D, and Section 4(2) of the
Securities Act of 1933, as amended (the “Securities
Act).
|
|
Shares
offered by the selling stockholders:
|
|
The
selling stockholders are offering all of the 1,692,671 shares of common
stock offered by this
prospectus.
|
Offering
price:
|
The
selling stockholders may sell at market prices prevailing at the time of
sale or at privately negotiated prices.
|
|
Terms
of the offering:
|
|
The
selling stockholders will determine when and how they will sell the common
stock offered by this prospectus. We will cover the expenses associated
with the offering, which we estimate to be approximately $23,000. See
“Plan of
Distribution.”
|
Use
of proceeds:
|
We
will not receive any proceeds from this offering. We will incur all costs
associated with the filing of this registration statement with the SEC in
connection with this offering.
|
|
Limited
market for our common stock:
|
Our
shares are currently traded in the OTC Bulletin Board under the
symbol “JWLT."
|
|
Outstanding
shares of common stock:
|
|
There
were 18,013,332 shares of our common stock issued and outstanding at
September 11, 2009, of which 12,075,000 shares (67%) are held by officers
and other affiliates of the company. All of the common stock to be sold
under this prospectus will be sold by existing stockholders. If the
selling stockholders convert their Series A Convertible Preferred Stock
and notes, and exercise their warrants, the underlying shares of which are
offered to be sold under this prospectus, there will be 19,057,911 shares
of our common stock issued and
outstanding.
|
2008
|
2007
|
2006
|
2005
|
2004
|
||||||||||||||||
Revenue
|
$ | 82,745,383 | $ | 74,947,442 | $ | 77,220,070 | $ | 73,484,334 | $ | 69,981,639 | ||||||||||
Net
Income (Loss)
|
$ | (1,645,427 | ) | $ | 322,979 | $ | 56,995 | $ | 430,019 | $ | 264,355 | |||||||||
Net
Income (Loss) per common share
|
$ | 0.(0.10 | ) | $ | 0.02 | $ | 0.00 | $ | 0.03 | $ | 0.02 | |||||||||
Total
Assets
|
$ | 13,412,727 | $ | 8,584,064 | $ | 6,743,091 | $ | 6,731,129 | $ | 7,030,489 | ||||||||||
Long-Term
Obligations
|
$ | 2,188,805 | $ | 81,118 | $ | 84,905 | $ | 92,140 | $ | 100,530 | ||||||||||
Cash
Dividends Declared per common share
|
N/A | N/A | N/A | N/A | N/A |
|
•
|
the
issuer of the securities has ceased to be a shell
company;
|
|
•
|
the
issuer is subject to the reporting requirements of section 13 or 15(d) of
the Exchange Act;
|
|
•
|
the
issuer has filed all reports and other materials required to be filed by
section 13 or 15(d) of the Exchange Act, as applicable, during the
preceding 12 months, other than Form 8-K reports;
and
|
|
•
|
one
year has elapsed since the issuer has filed current “Form 10 information”
with the Commission reflecting its status as an entity that is no longer a
shell company, such as the registration statement of which this prospectus
is a part.
|
Fiscal 2008
|
High Bid
|
Low Bid
|
||||||
First
Quarter
|
$ | 1.28 | $ | .50 | ||||
Second
Quarter
|
$ | 1.43 | $ | 1.05 | ||||
Third
Quarter
|
$ | 1.24 | $ | 1.03 | ||||
Fourth
Quarter
|
$ | 1.22 | $ | .90 | ||||
Fiscal 2007
|
High Bid
|
Low Bid
|
||||||
First
Quarter
|
$ | .69 | $ | .30 | ||||
Second
Quarter
|
$ | .71 | $ | .43 | ||||
Third
Quarter
|
$ | .53 | $ | .42 | ||||
Fourth
Quarter
|
$ | .50 | $ | .40 |
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)
|
7-1-08/ 7-
31 -08
-0-
|
-0- | -0- | 163,000 | ||||||||||||
Month
#2 (identify beginning and ending dates)
|
8 -1-08/ 8 -
31 -08
2500
|
1.0972 | 2500 | 160, 500 | ||||||||||||
Month
#3 (identify beginning and ending dates)
|
9-1-08/ 9-
30 -08
-0-
|
-0- | -0- | 160, 500 | ||||||||||||
Total
|
2500 | 1.0972 | 2500 | 160,500 |
Shares of Common Stock
|
Shares of Common Stock
|
|||||||||||||||||||
Beneficially Owned Prior to
|
Number of Shares
|
Beneficially Owned After
|
||||||||||||||||||
Name of Selling
|
Offering (1)†
|
of Common Stock
|
Offering (2)
|
|||||||||||||||||
Stockholder
|
Number
|
Percent (3)
|
Being Offered (2)
|
Number
|
Percent (3)
|
|||||||||||||||
Sands
Brothers Venture Capital, LLC (4)
|
150,000 | * | 150,000 | 0 | * | |||||||||||||||
Sands
Brothers Venture Capital II, LLC (4)
|
150,000 | * | 150,000 | 0 | * | |||||||||||||||
Sands
Brothers Venture Capital III, LLC (4)
|
450,000 | 2.50 | % | 450,000 | 0 | * | ||||||||||||||
Sands
Brothers Venture Capital IV, LLC (4)
|
250,000 | 1.39 | % | 250,000 | 0 | * | ||||||||||||||
George
W. Aucott (5)
|
163,167 | * | 163,167 | 0 | * | |||||||||||||||
Stuart
Bass (5)
|
81,584 | * | 81,584 | 0 | * | |||||||||||||||
Robert
P. Lindsley (5)
|
81,584 | * | 81,584 | 0 | * | |||||||||||||||
Donald
Lumley (5)
|
81,584 | * | 81,584 | 0 | * | |||||||||||||||
David
Terway (5)
|
81,584 | * | 81,584 | 0 | * | |||||||||||||||
Michael
W. Wamser (5)
|
81,584 | * | 81,584 | 0 | * | |||||||||||||||
Martin
A. Zmolek (5)
|
81,584 | * | 81,584 | 0 | * | |||||||||||||||
Legend
Securities, Inc. (6)
|
8,000 | * | 8,000 | 0 | * | |||||||||||||||
Giovanni
Domino (6)
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32,000 | * | 32,000 | 0 | * |
*
|
Less
than 1%.
|
(1)
|
Beneficial
ownership is determined in accordance with the rules and regulations of
the SEC. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, each person named in the
table has sole voting and investment power with respect to the shares set
forth opposite that person’s name.
|
(2)
|
We
do not know when or in what amounts a selling stockholder may offer shares
for sale. The selling stockholders might not sell any or all of
the shares offered by this prospectus. Because the selling
stockholders may offer all or some of the shares pursuant to this
offering, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares, we cannot
estimate the number of the shares that will be held by the selling
stockholders after completion of the offering. However, for
purposes of this table, we have assumed that, after completion of the
offering, none of the shares covered by this prospectus will be held by
the selling stockholders.
|
(3)
|
Applicable
percentage ownership is based on 18,013,332 shares of common stock issued
and outstanding as of September 11, 2009, plus any common stock equivalent
or convertible securities held or shares beneficially owned by each such
holder.
|
(4)
|
All
shares indicated as offered hereby are shares issuable upon conversion of
Series A Convertible Preferred Stock held by the each of the selling
stockholders. Scott Baily, the Chief Operating Officer of each the Sands
Brothers Venture Capital companies, has investment control over the shares
held by these companies,
|
(5)
|
All
shares indicated as offered hereby are shares issuable upon conversion of
the convertible promissory note, and shares underlying warrants held by
the selling stockholder.
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(6)
|
All
shares indicated as offered hereby are shares underlying warrants held by
the selling stockholder. Salvatore C. Caruso, President and Chief
Operating Officer of Legend Securities has investment control over the
shares held by the company,
|
|
1.
|
at
fixed prices;
|
|
2.
|
the
market price prevailing at the time of
sale;
|
|
3.
|
a
price related to such prevailing market price;
or
|
|
4.
|
such
other price as the selling stockholders determine from time to
time.
|
|
1.
|
a
block trade in which the broker-dealer so engaged will attempt to sell the
shares as agent, but may position and resell a portion of the block as
principal to facilitate the
transaction;
|
|
2.
|
purchases
by a broker-dealer as principal and resale by that broker-dealer for its
account pursuant to this
prospectus;
|
|
3.
|
ordinary
brokerage transactions in which the broker solicits
purchasers;
|
|
4.
|
through
options, swaps or derivatives;
|
|
5.
|
privately
negotiated transactions; or
|
|
6.
|
in
a combination of any of the above
methods.
|
2009
|
2010
|
2011
|
2012
|
2013
|
Thereafter
|
|||||||||||||||||||
Long
term debt due
|
||||||||||||||||||||||||
as
follows (1): Principal
|
$ | 786,000 | $ | 382,000 | $ | 824,000 | $ | 257,000 | $ | 243,000 | $ | 405,000 | ||||||||||||
Interest
|
$ | 144,000 | $ | 106,000 | $ | 80,000 | $ | 43,000 | $ | 30,000 | $ | 18,000 | ||||||||||||
Operating
lease obligations (2)
|
$ | 397,000 | $ | 223,000 | $ | 162,000 | $ | 111,000 | $ | 20,000 |
|
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.
|
Name
|
Age
|
Position
|
||
William
J. Lally
|
55
|
President, Chief
Operating
Officer and
Director
|
||
James
N. Jannello
|
65
|
Executive Vice
President,
Chief Executive Officer and
Director
|
||
Stephen
P. Cesarski
|
65
|
President
Emeritus
|
||
Noel J.
Jannello
|
37
|
Director
and Vice President
|
||
Vincent
Iacopella
|
41
|
Director
|
||
Ruth
Werra
|
67
|
Secretary
|
||
Linda
Bieler
|
47
|
Controller and Chief Financial
and Accounting
Officer
|
(a)
|
understands
generally accepted accounting principles and financial
statements;
|
(b)
|
is
able to assess the general application of such principles in connection
withaccounting
for estimates, accruals and
reserves;
|
(c)
|
has
experience preparing, auditing, analyzing or evaluating financial
statementscomparable
to the breadth and complexity to our financial
statements;
|
(d)
|
understands
internal controls over financial reporting;
and
|
(e)
|
understands
audit committee functions.
|
CHANGE IN
|
||||||||||||||||||||||||
PENSION
|
||||||||||||||||||||||||
NON-EQUITY
|
VALUE AND NON-
|
|||||||||||||||||||||||
INCENTIVE
|
QUALIFIED
|
|||||||||||||||||||||||
NAME AND PRINCIPAL
|
STOCK
|
OPTION
|
PLAN
|
DEFERRED
|
ALL OTHER
|
|||||||||||||||||||
POSITION
|
YEAR
|
SALARY
|
BONUS
|
AWARDS
|
AWARDS
|
COMPENSATION
|
COMP. EARNINGS
|
COMPENSATION
|
TOTAL
|
|||||||||||||||
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||
James
Jannello (1)
|
2008
|
199,280 | 52,987 | (1) | 252,267 | |||||||||||||||||||
Executive
Vice President
|
2007
|
195,436 | 46,713 | (1) | 242,149 | |||||||||||||||||||
Chief
Executive Officer
|
2006
|
187,475 | 52,318 | (1) | 239,793 | |||||||||||||||||||
Linda
Bieler (2)
|
2008
|
114,750 | 5,399 | (2) | 120,149 | |||||||||||||||||||
Chief
Financial Officer
|
2007
|
112,150 | 5,804 | (2) | 117,954 | |||||||||||||||||||
2006
|
108,900 | 5,364 | (2) | 114,264 | ||||||||||||||||||||
Stephen
Cesarski (3)
|
2008
|
183,189 | 46,627 | (3) | 229,816 | |||||||||||||||||||
President
|
2007
|
182,489 | 50,965 | (3) | 233,454 | |||||||||||||||||||
2006
|
179,889 | 47,680 | (3) | 227,569 | ||||||||||||||||||||
Noel
J. Jannello (4)
|
2008
|
199,680 | 32,079 | (4) | 231,759 | |||||||||||||||||||
Vice
President
|
2007
|
169,515 | 19,192 | (4) | 188,707 | |||||||||||||||||||
2006
|
164,460 | 17,510 | (4) | 181,970 | ||||||||||||||||||||
William
Lally (5)
|
2008
|
108,382 | 24,689 | (5) | 133,071 | |||||||||||||||||||
Director
|
2007
|
119,188 | 15,000 | 14,046 | (5) | 148,234 | ||||||||||||||||||
2006
|
117,949 | 10,000 | 13,153 | (5) | 141,102 | |||||||||||||||||||
Vincent
Iacopella (6)
|
2008
|
142,200 | 18,133 | (6) | 160,333 | |||||||||||||||||||
Director
|
2007
|
142,200 | 8,978 | (6) | 151,178 | |||||||||||||||||||
2006
|
149,266 | 6,827 | (6) | 156,093 |
Name and Address of Beneficial
Owner
|
Shares Beneficially Owned
|
Percentage of Stock Outstanding
|
||||||
Stephen
P.
Cesarski 150-14
132nd
Avenue Jamaica, NY 11434
|
5,500,000 | (1) | 30.53 | % | ||||
James
N.
Jannello 150-14
132nd
Avenue Jamaica, NY 11434
|
5,500,000 | (1) | 30.53 | % | ||||
William
J. Lally
|
1,000,000 | (1) | 5.55 | % | ||||
17
West 312th
Deer Path Rd. Bensenville, IL 60106
|
||||||||
Sands
Brothers Venture Capital, LLC (2)
|
||||||||
90
Park Avenue - 31st Floor
|
1,000,000 | |||||||
New
York, NY 10010
|
5.55 | % | ||||||
Noel
J. Jannello
150-14
132nd Avenue Jamaica, NY 11434
|
25,000 | (1) | * | |||||
Vincent
Iacopella
150-14
132nd Avenue Jamaica, NY 11434
|
-0- | |||||||
Ruth
Werra
150-14
132nd Avenue Jamaica, NY 11434
|
25,000 | (1) | * | |||||
Linda
Bieler
150-14
132nd Avenue Jamaica, NY 11434
|
25,000 | (1) | * | |||||
All
Officers and Directors as a Group (7 persons)
|
12,075,000 | (1) | 67 | % |
|
(a)
|
Our
Current report on Form 8-K dated May 19, 2008 (filed May 24,
2008);
|
|
(b)
|
Our
Current report on Form 8-K dated July 18, 2008 (filed July 24,
2008);
|
|
(c)
|
Our
Annual report on Form 10-K/A for the fiscal year ended September 30, 2008
(filed July, 2009);
|
|
(d)
|
Our
Quarterly report on Form 10-Q for the first quarter of fiscal 2009 ended
December 31, 2008 (filed February 17, 2009); http://www.janelgroup.net.
|
|
(e)
|
Our
Current report on Form 8-K dated January 20, 2009 (filed January 28, 2009;
and
|
|
(f)
|
Our
Quarterly report on Form 10-Q for the second quarter of fiscal 2009 ended
March 31, 2009 (filed May 15,
2009);
|
|
(g)
|
Our
Current report on Form 8-K dated May 20, 2009 (filed May 22, 2009);
and
|
|
(h)
|
Our
Quarterly report on Form 10-Q for the third quarter of fiscal 2009 ended
June 30, 2009 (filed August 14,
2009).
|
Report
of Independent Registered Accounting Firm
|
||
Consolidated
Balance Sheets as at September 30, 2008 and 2007
|
||
Consolidated
Statement of Operations for the Years Ended September 30, 2008, 2007 and
2006
|
||
Consolidated
Statement of Changes in Stockholders’ Equity for the Years Ended September
30, 2008, 2007 and 2006
|
||
Consolidated
Statement of Cash Flows for the Years Ended September 30, 2008, 2007 and
2006
|
||
Notes
to Consolidated Financial Statements
|
||
Consolidated
Balance Sheets as at June 30, 2009 and 2008
|
F-2 | |
Consolidated
Statement of Operations for the Third Fiscal Quarter Ended June 30, 2009
and 2008
|
F-3 | |
Consolidated
Statement of Changes in Stockholders’ Equity for the Third Fiscal Quarter
June 30, 2009 and 2008
|
F-4 | |
Consolidated
Statement of Cash Flows for the Third Fiscal Quarter Ended June 30, 2009
and 2008
|
F-6 | |
Notes
to Consolidated Financial Statements
|
F-7 |
JANEL
WORLD TRADE LTD. AND SUBSIDIARIES
|
UNAUDITED
CONSOLIDATED FINANCIAL STATEMENTS
|
NINE
MONTHS ENDED JUNE 30, 2009
|
JUNE 30, 2009
|
SEPTEMBER 30, 2008
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS:
|
||||||||
Cash
and cash equivalents
|
$ | 1,576,775 | $ | 2,428,098 | ||||
Accounts
receivable, net of allowance for doubtful accounts of $130,877 at June 30,
2009 and $129,953 at September 30, 2008
|
4,516,880 | 6,102,205 | ||||||
Marketable
securities
|
45,512 | 52,044 | ||||||
Loans
receivable – officers
|
148,150 | 142,574 | ||||||
-
other
|
19,704 | 25,632 | ||||||
Prepaid
expenses and sundry current assets
|
39,778 | 228,664 | ||||||
Tax
refund receivable
|
83,000 | 83,000 | ||||||
TOTAL
CURRENT ASSETS
|
6,429,799 | 9,062,217 | ||||||
PROPERTY
AND EQUIPMENT, NET
|
214,098 | 303,855 | ||||||
OTHER
ASSETS:
|
||||||||
Intangible
assets, net
|
3,031,551 | 3,300,119 | ||||||
Security
deposits
|
50,938 | 50,801 | ||||||
Deferred
income taxes
|
1,024,000 | 754,000 | ||||||
TOTAL
OTHER ASSETS
|
4,106,489 | 4,104,920 | ||||||
TOTAL
ASSETS
|
$ | 10,750,386 | $ | 13,470,992 | ||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Convertible
promissory notes
|
$ | 400,000 | $ | 400,000 | ||||
Note
payable - bank
|
126,000 | 750,000 | ||||||
-
other
|
125,000 | 125,000 | ||||||
Accounts
payable – trade
|
2,641,394 | 3,902,719 | ||||||
-
related party
|
44,648 | 143,422 | ||||||
Accrued
expenses and taxes payable
|
360,424 | 303,659 | ||||||
Current
portion of long-term debt
|
812,163 | 786,308 | ||||||
TOTAL
CURRENT LIABILITIES
|
4,509,629 | 6,411,108 | ||||||
OTHER
LIABILITIES:
|
||||||||
Long-term
debt
|
1,823,740 | 2,110,237 | ||||||
Deferred
compensation
|
78,568 | 78,568 | ||||||
TOTAL
OTHER LIABILITIES
|
1,902,308 | 2,188,805 | ||||||
STOCKHOLDERS’
EQUITY
|
4,338,449 | 4,871,079 | ||||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 10,750,386 | $ | 13,470,992 |
NINE MONTHS ENDED JUNE 30,
|
THREE MONTHS ENDED JUNE 30,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
REVENUES
|
$ | 53,942,670 | $ | 58,312,144 | $ | 15,524,769 | $ | 19,962,837 | ||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||
Forwarding
expenses
|
47,703,356 | 51,097,175 | 13,614,681 | 17,613,732 | ||||||||||||
Selling,
general and administrative
|
6,509,575 | 7,046,743 | 1,902,489 | 2,379,938 | ||||||||||||
Amortization
of intangible assets
|
268,518 | 485,439 | 89,456 | 161,814 | ||||||||||||
TOTAL
COSTS AND EXPENSES
|
54,481,449 | 58,629,357 | 15,606,626 | 20,155,484 | ||||||||||||
LOSS
FROM OPERATIONS
|
(538,779 | ) | (317,213 | ) | (81,857 | ) | (192,647 | ) | ||||||||
OTHER
ITEMS:
|
||||||||||||||||
Interest
and dividend income
|
13,571 | 38,066 | 2,191 | 9,151 | ||||||||||||
Interest
expense
|
(165,864 | ) | (87,437 | ) | (56,181 | ) | (24,317 | ) | ||||||||
TOTAL
OTHER ITEMS
|
(152,293 | ) | (49,371 | ) | (53,990 | ) | (15,166 | ) | ||||||||
LOSS
BEFORE INCOME TAXES
|
(691,072 | ) | (366,584 | ) | (135,847 | ) | (207,813 | ) | ||||||||
Income
taxes (credits)
|
(185,000 | ) | (71,984 | ) | (30,000 | ) | (53,984 | ) | ||||||||
NET
LOSS
|
(506,072 | ) | (294,600 | ) | (105,847 | ) | (153,829 | ) | ||||||||
Preferred
stock dividends
|
11,250 | 11,250 | 3,750 | 3,750 | ||||||||||||
NET
LOSS AVAILABLE TO COMMON STOCKHOLDERS
|
$ | (517,322 | ) | $ | (305,850 | ) | $ | (109,597 | ) | $ | (157,579 | ) | ||||
OTHER
COMPREHENSIVE INCOME NET OF
TAX:
|
||||||||||||||||
Unrealized
gain(loss) from available for sale securities
|
$ | (6,785 | ) | $ | (15,012 | ) | $ | 6,990 | $ | 138 | ||||||
Basic
earnings (loss) per share
|
$ | (.029 | ) | $ | (.018 | ) | $ | (.006 | ) | $ | (.009 | ) | ||||
Fully
diluted earnings (loss) per share
|
$ | ( .028 | ) | $ | (.018 | ) | $ | ( .006 | ) | $ | (.009 | ) | ||||
Weighted
number of shares outstanding
|
17,512,581 | 16,906,000 | 17,511,485 | 16,906,000 | ||||||||||||
Fully
diluted weighted number of shares outstanding
|
17,912,581 | 17,306,000 | 17,911,485 | 17,306,000 |
CAPITAL
STOCK
|
PREFERRED
STOCK
|
TREASURY
|
ADDITIONAL
PAID-IN
|
RETAINED
|
ACCUMULATED
OTHER
COMPREHENSIVE
|
|
||||||||||||||||||||||||||||||
SHARES
|
$
|
SHARES
|
$
|
STOCK
|
CAPITAL
|
EARNINGS
|
|
GAIN
(LOSS)
|
TOTAL
|
|||||||||||||||||||||||||||
BALANCE
– SEPTEMBER 30, 2008
|
17,426,661 | $ | 17,427 | 1,285,000 | $ | 1,285 | $ | (2,743 | ) | $ | 3,438,677 | $ | 1,430,043 | $ | (13,610 | ) | $ | 4,871,079 | ||||||||||||||||||
Net
loss
|
- | - | - | - | (506,072 | ) | - | (506,072 | ) | |||||||||||||||||||||||||||
Purchase
of 12,676 shares of treasury stock
|
- | - | - | - | (8,523 | ) | - | - | - | (8,523 | ) | |||||||||||||||||||||||||
Dividends
to preferred shareholders
|
- | - | - | - | - | - | (11,250 | ) | - | (11,250 | ) | |||||||||||||||||||||||||
Other
comprehensive gains (losses):
|
||||||||||||||||||||||||||||||||||||
Unrealized
gains (losses) on available-for-sale marketable
securities
|
- | - | - | - | - | - | - | (6,785 | ) | (6,785 | ) | |||||||||||||||||||||||||
BALANCE
– JUNE 30, 2009
|
17,426,661 | $ | 17,427 | 1,285,000 | $ | 1,285 | $ | (11,266 | ) | $ | 3,438,677 | $ | 912,721 | $ | (20,395 | ) | $ | 4,338,449 |
CAPITAL STOCK
|
PREFERRED STOCK
|
TREASURY
|
ADDITIONAL
PAID-IN
|
RETAINED
|
ACCUMULATED
OTHER
COMPREHENSIVE
|
|
||||||||||||||||||||||||||||||
SHARES
|
$
|
SHARES
|
$
|
STOCK
|
CAPITAL
|
EARNINGS
|
GAIN (LOSS)
|
TOTAL
|
||||||||||||||||||||||||||||
BALANCE
– SEPTEMBER 30, 2007
|
17,043,000 | $ | 17,043 | 1,000,000 | $ | 1,000 | $ | (65,812 | ) | $ | 1,416,558 | $ | 3,090,470 | $ | 11,660 | $ | 4,470,919 | |||||||||||||||||||
Net
income (loss)
|
- | - | - | - | - | - | (294,600 | ) | - | (294,600 | ) | |||||||||||||||||||||||||
Convertible
preferred stock issuance
|
- | - | 285,000 | 285 | - | 1,424,715 | - | - | 1,425,000 | |||||||||||||||||||||||||||
Dividends
to preferred shareholders
|
- | - | - | - | - | - | (11,250 | ) | - | (11,250 | ) | |||||||||||||||||||||||||
Other
comprehensive gains (losses):
|
||||||||||||||||||||||||||||||||||||
Unrealized
losses on
|
||||||||||||||||||||||||||||||||||||
available-for-sale
marketable securities
|
- | - | - | - | - | - | - | (15,012 | ) | (15,012 | ) | |||||||||||||||||||||||||
BALANCE
– JUNE 30, 2008
|
17,043,000 | $ | 17,043 | 1,285,000 | $ | 1,285 | $ | (65,812 | ) | $ | 2,841,273 | $ | 2,784,620 | $ | (3,352 | ) | $ | 5,575,057 |
NINE MONTHS ENDED JUNE 30,
|
||||||||
2009
|
2008
|
|||||||
OPERATING
ACTIVITIES:
|
||||||||
Net
loss
|
$ | (506,072 | ) | $ | (294,600 | ) | ||
Adjustments
to reconcile net loss to net cash provided by (used in) operating
activities:
|
||||||||
Amortization
of imputed interest
|
35,145 | - | ||||||
Depreciation
and amortization
|
370,561 | 583,135 | ||||||
Deferred
income taxes
|
(270,000 | ) | (140,000 | ) | ||||
Changes
in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
1,585,325 | (715,635 | ) | |||||
Loans
receivable
|
- | 37,575 | ||||||
Prepaid
expenses and sundry current assets
|
188,888 | 9,306 | ||||||
Accounts
payable and accrued expenses
|
(1,215,809 | ) | (147,603 | ) | ||||
Security
deposit
|
(137 | ) | - | |||||
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
187,901 | (667,822 | ) | |||||
INVESTING
ACTIVITIES:
|
||||||||
Acquisition
of intangible assets
|
- | (2,173,313 | ) | |||||
Acquisition
of property and equipment
|
(12,238 | ) | (213,296 | ) | ||||
Purchase
of marketable securities
|
(253 | ) | (6,434 | ) | ||||
NET
CASH USED IN INVESTING ACTIVITIES
|
(12,491 | ) | (2,393,043 | ) | ||||
FINANCING
ACTIVITIES:
|
||||||||
Repayment
of loans payable – related party
|
(98,774 | ) | - | |||||
Proceeds
received from bank loan
|
- | 1,700,000 | ||||||
Issuance
of long-term debt
|
- | 500,000 | ||||||
Repayment
of long-term debt
|
(295,788 | ) | (20,103 | ) | ||||
Issuance
of loans receivable
|
352 | - | ||||||
Repurchase
of treasury stock
|
(8,523 | ) | - | |||||
Repayment
of note payable – bank
|
(624,000 | ) | - | |||||
NET
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
|
(1,026,733 | ) | 2,179,897 | |||||
IDECREASE)
IN CASH AND CASH EQUIVALENTS
|
(851,323 | ) | (880,968 | ) | ||||
CASH
AND CASH EQUIVALENTS – BEGINNING OF PERIOD
|
2,428,098 | 2,469,727 | ||||||
CASH
AND CASH EQUIVALENTS – END OF PERIOD
|
$ | 1,576,775 | $ | 1,588,759 | ||||
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Cash
paid during the period for:
|
||||||||
Interest
|
$ | 60,536 | $ | 87,437 | ||||
Income
taxes
|
$ | 105,863 | $ | 176,280 | ||||
Non-cash
financing activities:
|
||||||||
Unrealized
gain (loss) on marketable securities
|
$ | (6,785 | ) | $ | (15,012 | ) | ||
Dividends
declared to preferred stockholders
|
$ | (11,250 | ) | $ | (11,250 | ) | ||
Issuance
of convertible preferred stock and note payable in connection with
business acquisition
|
$ | - | $ | 1,550,000 |
1
|
BASIS
OF PRESENTATION
|
2
|
BUSINESS
SEGMENT INFORMATION
|
Nine
Months Ended
June
30, 2009
|
Consolidated
|
Transportation
Logistics
|
Computer
Software
|
|||||||||
Total
revenues
|
$ | 53,942,670 | $ | 53,773,801 | $ | 168,869 | ||||||
Net
revenues
|
$ | 6,239,314 | $ | 6,070,445 | $ | 168,869 | ||||||
Operating
income (loss)
|
$ | (538,779 | ) | $ | (36,144 | ) | $ | (502,635 | ) | |||
Identifiable
assets
|
$ | 10,750,386 | $ | 9,499,298 | $ | 1,251,088 | ||||||
Capital
expenditures
|
$ | 12,238 | $ | 10,700 | $ | 1,538 | ||||||
Depreciation
and amortization
|
$ | 405,706 | $ | 217,559 | $ | 188,147 | ||||||
Equity
|
$ | 4,338,449 | $ | 7,886,694 | $ | (3,548,245 | ) |
Nine
Months Ended
June
30, 2008
|
Consolidated
|
Transportation
Logistics
|
Computer
Software
|
|||||||||
Total
revenues
|
$ | 58,312,144 | $ | 57,928,492 | $ | 383,652 | ||||||
Net
revenues
|
$ | 7,214,969 | $ | 6,831,317 | $ | 383,652 | ||||||
Operating
income (loss)
|
$ | (317,213 | ) | $ | 495,186 | $ | (812,399 | ) | ||||
Identifiable
assets
|
$ | 11,856,746 | $ | 8,147,854 | $ | 3,708,892 | ||||||
Capital
expenditures
|
$ | 213,296 | $ | 46,815 | $ | 166,481 | ||||||
Depreciation
and amortization
|
$ | 583,135 | $ | 72,758 | $ | 510,377 | ||||||
Equity
|
$ | 5,575,057 | $ | 6,331,745 | $ | (756,688 | ) |
Three
Months Ended
June
30, 2009
|
Consolidated
|
Transportation
Logistics
|
Computer
Software
|
|||||||||
Total
revenues
|
$ | 15,524,769 | $ | 15,515,608 | $ | 9,161 | ||||||
Net
revenues
|
$ | 1,910,088 | $ | 1,900,927 | $ | 9,161 | ||||||
Operating
income (loss)
|
$ | (81,857 | ) | $ | 80,267 | $ | (162,124 | ) | ||||
Identifiable
assets
|
$ | 10,750,386 | $ | 9,499,298 | $ | 1,251,088 | ||||||
Depreciation
and amortization
|
$ | 135,592 | $ | 72,803 | $ | 62,789 | ||||||
Equity
|
$ | 4,338,449 | $ | 7,886,694 | $ | (3,548,245 | ) |
Three
Months Ended
June
30, 2008
|
Consolidated
|
Transportation
Logistics
|
Computer
Software
|
|||||||||
Total
revenues
|
$ | 19,962,837 | $ | 19,897,384 | $ | 65,453 | ||||||
Net
revenues
|
$ | 2,349,105 | $ | 2,283,652 | $ | 65,453 | ||||||
Operating
income (loss)
|
$ | (192,647 | ) | $ | 172,003 | $ | (364,650 | ) | ||||
Identifiable
assets
|
$ | 11,856,746 | $ | 8,147,854 | $ | 3,708,892 | ||||||
Capital
expenditures
|
$ | 23,999 | $ | 23,999 | $ | - | ||||||
Depreciation
and amortization
|
$ | 195,853 | $ | 25,683 | $ | 170,170 | ||||||
Equity
|
$ | 5,575,057 | $ | 6,331,745 | $ | (756,688 | ) |
3
|
LONG-TERM
DEBT
|
June 30, 2009
|
September 30, 2008
|
|||||||
Term
loan payable in monthly installments of $20,238, plus interest at the
bank’s prime rate plus 3% per annum, or LIBOR plus 2.5% per annum with a
final payment April 1, 2013. The loan is collateralized by substantially
all assets of the Company and is personally guaranteed by certain
stockholders of the Company.
|
$ | 1,436,905 | $ | 1,619,048 | ||||
Non-interest
bearing note payable of $435,000 due in July 2009 and July 2011 net of
imputed interest.
|
810,109 | 774,964 | ||||||
Term
loan payable in monthly installments of $13,889, plus interest at a bank’s
prime rate minus .50% per annum. The loan is collateralized by
substantially all assets of a subsidiary of the Company.
|
388,889 | 500,000 | ||||||
Other
|
- | 2,533 | ||||||
2,635,903 | 2,896,545 | |||||||
Less
current portion
|
812,163 | 786,308 | ||||||
$ | 1,823,740 | $ | 2,110,237 |
2010
|
$ | 812,163 | ||
2011
|
381,996 | |||
2012
|
733,408 | |||
2013
|
242,856 | |||
2014
|
242,856 | |||
Thereafter
|
222,624 | |||
$ | 2,635,903 |
4
|
NOTE
PAYABLE – BANK
|
5
|
SUBSEQUENT
EVENT
|
SEC
registration fee
|
$
|
94.45
|
||
Legal
fees and expenses
|
20,000
|
|||
Printing
expenses
|
3,000
|
|||
Accounting
fees
|
1,000
|
|||
Miscellaneous
|
500
|
|||
Total
|
$
|
24,594.45
|
2.
|
Agreement
and Plan of Merger dated July 18, 2002 by and among Wine Systems Design,
Inc., WSD Acquisition, Inc. and Janel World Transport,
Ltd.*(b)
|
|
2.1
|
Acquisition
Agreement dated July 6, 2005 by and among Janel World Trade, Ltd., Freight
Wings, Inc. and Harjinder P. Singh.*(d) (the transaction proposed in this
document was subsequently cancelled.)
|
|
3.1
|
Articles
of Incorporation of Wine Systems Design, Inc. (predecessor name) filed on
August 31, 2000.*(a)
|
|
3.2
|
By-laws
of Wine Systems Design, Inc. (predecessor name) adopted on September 1,
2000.*(a)
|
|
3.3
|
Certificate
of Correction of the preferences, rights, qualifications, limitations and
restrictions of Series A Convertible Preferred
Stock.*(j)
|
3.4
|
Articles
of Incorporation of Janel World Trade, Ltd.*(j)
|
|
3.5
|
Restated
and Amended By-Laws of Janel World Trade, Ltd.
|
|
4
|
Form
of Series A Warrant Agreement dated March 10, 2006, and form of Series A
Warrant.*(f)
|
|
4.1
|
Certificate
of Designation of Series A Convertible Preferred Stock dated January 10,
2007.*(i)
|
|
4.2
|
Certificate
of Designation of Series B Convertible Preferred Stock dated October 16,
2007.*(j)
|
|
4.3
|
Form
of the Series B Warrant Agreement dated August 27, 2008, and the Form of
the Series B Warrant.
|
|
5.1
|
Opinion
of counsel regarding the validity of the shares being
offered.
|
|
10.1
|
Janel
Stock Option Incentive Plan adopted December 12, 2002.
|
|
10.2
|
Financial
Public & Investor Relations Agreement signed March 10, 2006 by Janel
World Trade, Ltd. and Strategic Growth International,
Inc.*(f)
|
|
10.3
|
Janel
World Trade, Ltd. Securities Purchase Agreement with the Institutional
Purchaser entered into January 10, 2007.*(i)
|
|
10.4
|
Janel
World Trade, Ltd. Registration Rights Agreement with the Institutional
Purchaser entered into January 10, 2007.*(i)
|
|
10.5
|
Asset
Purchase Agreement among Janel World Trade, Ltd., Janel Newco, Inc. and
Order Logistics, Inc. entered into October 18,
2007.*(j)
|
|
10.6
|
Asset
Purchase Agreement between Janel World Trade, Ltd. and Ferrara
International Logistics, Inc. entered into May 19, 2008.
*(k)
|
|
10.7
|
Sales
Agency and Service Agreement between Janel World Trade, Ltd. and Ferrara
International Logistics, Inc. entered into May 19, 2008.
*(k)
|
|
10.8
|
July
18, 2008 Addendum to the Asset Purchase Agreement between Ferrara
International Logistics, Inc. and Janel World Trade, Ltd. dated May 19,
2008. *(l)
|
|
10.9
|
Sands
Brothers Series A Convertible Preferred Stock Purchase Agreement dated
January 10, 2007.
|
|
10.10
|
Sands
Brothers Series A Convertible Preferred Stock Registration Rights
Agreement dated January 10, 2007.
|
|
10.11
|
Form
of the Convertible Term Note Subscription Agreement.
|
|
10.12
|
Form
of the Convertible Term Note.
|
|
10.13
|
Form
of the Convertible Term Note Registration Rights
Agreement.
|
|
10.14
|
Form
of the Series B Warrant Agreement dated August 27,
2008.
|
|
10.15
|
Form
of the Placement Agent Agreement and Addendum dated July 17,
2008.
|
|
10.16
|
Form
of the JPMorgan Chase Bank, N.A. Forbearance Agreement dated
May 22, 2009.
|
|
23.1
|
Consent
of Paritz & Company, P.A.
|
|
23.2
|
Letter
dated August 1, 2002, from Michael L. Stuck, C.P.A., P.C., the former
independent certifying accountant.*(c)
|
|
99.1
|
Janel
World Trade, Ltd. earnings release dated January 11, 2006, regarding the
fiscal year and fourth quarter
ended September 30, 2005.*(e)
|
|
99.1
|
August
17, 2006 Janel World Trade, Ltd. press release regarding the consolidated
financial results for the three
and nine month periods ended June 30, 2006.*(g)
|
|
99.1
|
October
12, 2006 Janel World Trade, Ltd. press release regarding adoption of a
stock buy-back program.*(h)
|
99.1
|
February
20, 2008 Janel World Trade, Ltd. press release regarding the consolidated
financial results for the three
month period ended December 31, 2008*(m)
|
|
99.1
|
May
16, 2008 Janel World Trade, Ltd. press release regarding the consolidated
financial results for the three
month period ended March 31, 2008*(n)
|
|
|
_________________________
|
|
*(a)
|
Incorporated
by reference to Exhibits filed as part of the Wine Systems Design, Inc.
(predecessor name) Registration Statement on Form SB-2 under File No.
333-60608, filed May 10, 2001.
|
|
*(b)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated July 22, 2002, filed July 30, 2002.
|
|
*(c)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K/A report
dated July 22, 2002, filed August 1, 2002.
|
|
*(d)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K/A report
dated July 6, 2005, filed July 12, 2005.
|
|
*(e)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated January 11, 2006, filed January 12, 2006.
|
|
*(f)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated March 10, 2006, filed March 17, 2006.
|
|
*(g)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated August 17, 2006, filed August 22, 2006.
|
|
*(h)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated October 13, 2006, filed October 16, 2006.
|
|
*(i)
|
Incorporated
by reference to Exhibits filed as part of the company’s Form 8-K Report
dated January 10, 2007, filed January 17, 2007.
|
|
*(j)
|
Incorporated
by reference to Exhibits filed as part of the company’s Form 8-K Report
dated October 18, 2007, filed October 22, 2007.
|
|
*(k)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated May 19, 2008, filed May 22, 2008.
|
|
*(l)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated July 18, 2008, filed July 24, 2008.
|
|
*(m)
|
Incorporated
by reference to Exhibits filed as part of the company's Form 8-K report
dated February 20, 2008, filed February 28, 2008.
|
|
*(n)
|
Incorporated
by reference to Exhibits filed as part of the company’s Form 8-K Report
dated May 19, 2008, filed May 22,
2008.
|
JANEL
WORLD TRADE, LTD.
|
|||
By:
|
/s/ James N. Jannello
|
||
James
N. Jannello, Executive Vice President and
|
|||
Chief
Executive Officer
|
/s/ James N.
Jannello
|
Executive
Vice President, Chief Executive
|
September
14, 2009
|
|||
James
N. Jannello
|
Officer
and Director
|
||||
/s/ William J. Lally
|
President,
Chief Operating Officer
|
September
14, 2009
|
|||
William
J. Lally
|
and
Director
|
||||
/s/ Noel J.
Jannello
|
Vice
President and Director
|
September
14, 2009
|
|||
Noel J.
Jannello
|
|||||
/s/ Vincent
Iacopella
|
Director
|
September
14, 2009
|
|||
Vincent Iacopella
|
|||||
/s/ Linda Bieler
|
Controller
and Chief Financial and
|
September
14, 2009
|
|||
Linda
Bieler
|
Accounting
Officer
|
||||
/s/ Ruth Werra
|
Secretary
|
September
14, 2009
|
|||
Ruth
Werra
|