SecProbe.io

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Mail Stop 03-08

								February 15, 2005

By Facsimile and U.S. Mail

Mr. James N. Jannello
Chief Executive Officer
Janel World Trade, LTD
150-14 132nd Avenue
Jamaica, NY 11434

	RE:	Form 10-K for the fiscal year ended September 30, 2004
		File Date: December 28, 2004
		File No. 333-60608

Dear Mr. Jannello:

	We have reviewed your filing and have the following comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended September 30, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations - Fiscal Year Ended September 30, 2004
Compared
to Fiscal Year Ended September 30, 2003, page 15

1. In future filings please revise the discussion and analysis of
your results of operations to increase the transparency of the
underlying causes for the changes in your statements of operations
and to provide a more detailed analysis of material year-to-year
changes and trends.  Using words such as "primarily,"
"substantially," "slightly or somewhat higher," or "largely" does
not
quantify the changes in components of your results of operations
and
provides limited value to a reader of your financial statements.
Please also ensure you discuss each significant change in the line
items on your statements of operations.  For example, in this
section, you should explain why SG&A expense as a percentage of
revenues decreased so significantly in fiscal year 2004.  For
further
guidance please refer to Rule 303(a)(3) of Regulation S-K and SEC
Release No. 33-8350 which is available on the SEC`s website at
www.sec.gov.

Results of Operations - Fiscal Year Ended September 30, 2003
Compared
to Fiscal Year Ended September 30, 2002, page 17
2. Your discussion of income (loss) before income taxes and net
income (loss) appears to provide more emphasis on adjusted income
than GAAP income.  In future filings, please be certain that the
discussion of your results of operations focuses on GAAP financial
measures and if you elect to discuss non-GAAP information, such as
adjusted net income, that you also provide a discussion with equal
or
greater prominence of the most directly comparable GAAP measures.
Also refer to Item 10(e)(A) of Regulation S-K and ensure each time
you present such non-GAAP measures, you provide the requisite
reconciliation and disclosures.  Also see section II.A.2 of the
Commission`s Final Rule: Conditions for Use of Non-GAAP Financial
Measures available on the SEC`s website at www.sec.gov.

Liquidity and Capital Resources, page 19
3. Please note that your discussion should not be a narrative
recitation of information readily available from the statement of
cash flows.  In future filings enhance the reader`s understanding
of
your cash flow and working capital by expanding your discussion to
fully explain the reasons for significant changes in your
historical
cash flows.  For example, we note there was a significant increase
in
accounts receivable as of September 30, 2004, the cash flow impact
of
which was offset by a significant increase in accounts payable.
Such
significant fluctuations in your working capital accounts should
be
explained.  Also provide information about the likelihood that
past
cash flow performance is indicative of future performance.
4. In future filings please revise your MD&A to include a
description
of your critical accounting policies, including a description of
the
assumptions and uncertainties that underlie those accounting
policies
and a description of the likelihood of obtaining materially
different
results if a different accounting policy, with different
underlying
assumptions, were applied.  This discussion should supplement, but
should not duplicate the description of accounting policies in the
notes to the financial statements and should provide greater
insight
into the quality and variability of information regarding
financial
condition and operating performance.  See SEC Release Nos. 33-8350
and 34-45149.
5. In future filings please include a tabular disclosure of your
contractual obligations or tell us why such disclosure is
unnecessary.  Please refer to Item 303(a)(5) of Regulation S-K and
SEC Release No. 33-8182.

Current outlook, page 20
6. In future filings please revise the discussion of your outlook
to
indicate the estimated impact of the loss of one of your six
largest
customers, Ralph Lauren Childrenswear.

Item 8.  Financial Statements and Supplementary Data

General

7. Please revise your future filings to provide Schedule II -
Valuation and Qualifying Accounts for the activity in your
allowance
for doubtful accounts receivable, if material.  Alternatively, you
may provide such disclosure in the notes to the financial
statements
or in MD&A.  To the extent that changes in the reserves are
material
to an understanding of the company`s results of operations or
financial condition, revise your Managements` Discussion and
Analysis
accordingly.  See Rules 5-04 and 12-09 of Regulation S-X

Consolidated Financial Statements

Independent Auditors` Report
8. Please amend your filing to include a signed audit report.  The
independent auditors` report included in the filing does not
appear
to include the name or signature of your auditor. Refer to Rule 2-
02
of Regulation S-X.

Consolidated Statements of Operations
9. In future filings please consider revising the line item on
your
statements of operations captioned "freight forwarding revenues"
to
call it "revenues" or "net revenues" to reflect that you have
several
other sources of revenues outside of freight forwarding revenues.
10. Reference is made to the line item captioned "income before
other
items."  Based on your discussion on page 16 of MD&A, it appears
you
use this term interchangeably with "income from operations."  If
income before other items is intended to represent your income
from
operations, please address the following in your future filings:
a. Revise your statements of operations caption to clarify that
this
line item represents income from operations.
b. Present impairment losses related to goodwill and other long-
lived
assets within income from operations unless the impairments relate
to
discontinued operations.  Refer to SFAS 142 and SFAS 144.
c. Include costs related to abandoned business acquisitions within
income from operations, or otherwise tell us why you believe this
cost is properly classified as non-operating.
d. Tell us supplementally why interest expense is included within
income from operations, whereas interest income is included below
income from operations.

If income before other items is not intended to represent income
from
operations, please remove this subtotal from your statements of
operations.

Consolidated Statements of Changes in Stockholders` Equity
11. Please help us understand how your accounting for the merger
between Janel and WSD complies with GAAP.  In particular, we are
confused as to why you recorded $250 thousand in additional
contributed capital (and goodwill) as a result of the merger.   In
this regard, based on your disclosures, it appears that the merger
was a reverse merger between a public shell company (WSD) and a
non-
public operating company (Janel).  Because WSD was a shell company
and not a "business," we would not expect the transaction to be
treated as a business combination; rather, we would expect the
transaction to be treated as a recapitalization of Janel.   As a
result of such recapitalization, we would expect the total
contributed capital of the combined entity to equal the total
contributed capital of Janel prior to the merger and we would
expect
the total number of shares outstanding in the combined entity to
equal the total number of shares outstanding in the shell company
prior to the merger, plus the number of shares issued by the shell
in
connection with the merger.
   While we understand that the entire amount of goodwill
associated
with the merger was subsequently written off, our concern is that
your contributed capital accounts appear to be overstated by $250
thousand (as a result of recording a $250 thousand capital
contribution in connection with the merger) and that your earned
capital/retained earnings is understated by an offsetting $250
thousand (as a result of writing off the goodwill in fiscal year
2002).    Please either tell us how you plan to revise your
financial
statements or otherwise tell us why you continue to believe your
accounting was appropriate.

Note 1 - Summary of Significant Accounting Policies

General
12. Please disclose in future filings the information required by
paragraphs 26 and 37 through 39 of SFAS 131.  Show us
supplementally
how the disclosures will read.  Also tell us supplementally your
basis for aggregating any identified operating segments, if
applicable.  We may have further comment.
13. In future filings please disclose the aggregate foreign
exchange
transaction gain or loss included in net income for each period
presented.  Refer to paragraph 30 of SFAS 52.
Cash and Cash Equivalents
14. In future filings please revise your Cash and Cash Equivalents
policy to disclose the nature and maturity of your cash
equivalents.
Also revise the related caption on the balance sheet to indicate,
if
true, that the line item represents cash and cash equivalents, not
just cash.

Revenue Recognition
15. In future filings please revise your revenue recognition
policy
to clearly describe each of your revenue generating activities and
to
separately explain your revenue recognition policy for each
material
source of revenues.  The revised disclosures should indicate
whether
you record revenues in each case on a gross or a net basis, and
why.
The disclosures should also clearly identify the timing of revenue
recognition for each of your revenue generating activities, and
why
revenues are recognizable at that time.   Please show us
supplementally how the revised disclosures will read.  We may have
further comment.

Note 6 - Note Payable - Bank
16. Please disclose in future filings any covenants associated
with
your bank borrowings.

Note 8 - Stockholders` Equity
17. We note that on July 22, 2002 you sold 1.8 million shares of
restricted common stock at $.01 per share to certain employees and
consultants "as an incentive for performance."  Please revise your
disclosure in future filings to describe the general terms of the
restricted stock, such as the vesting requirements, and to
indicate
the fair value of the restricted stock at the date of sale.  Also
describe the impact of this transaction on your financial
statements
and indicate why there was no impact on your statements of
operations
as a result of the restricted stock issuance.  Show us
supplementally
how the revised disclosures will read.  Also tell us
supplementally
how you determined that this transaction does not result in
compensation expense to you for the difference between the fair
value
of the shares on the date of sale and the price at which the
shares
were sold.  If you determined that the grant date fair value of
the
shares was $.01 per share, please tell us in detail how you
determined this fair value.  It would be helpful if you could tell
us
the value at which you issued common shares to unrelated parties
and/or the value at which actual trades of your stock were made in
this same time frame.  We may have further comment.

Item 9A.  Controls and Procedures
18. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the filing date of this report."
However,
Item 307 of Regulation S-K requires that your certifying officers
disclose their conclusions regarding the effectiveness of your
disclosure controls and procedures "as of the end of the period
covered by the report."  See also paragraph 4(b) of Exhibits 31.1
and
31.2.  Please revise future filings accordingly.
19. You state that there were no changes in your internal controls
or
in other factors that could significantly affect these controls
subsequent to the date of your evaluation.  However, Item 308(c)
of
Regulation S-K requires that you disclose any change in your
internal
control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Exchange Act Rules 13a-15
or
15d-15 that occurred during the most recent fiscal quarter that
has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  See also
paragraph
4(c) of Exhibits 31.1 and 31.2.  Revise your disclosure in future
filings accordingly.

Exhibit 31 - Section 302 Certifications
20. The rules you refer to in paragraph 4 were outdated at the
time
your Form 10-K was filed.  Specifically, disclosure controls and
procedures are now defined in Rules 13a-15(e) and 15d-15(e).
Please
revise your future filings accordingly.  See Item 601 of
Regulation
S-K, as amended by SEC Release No. 33-8238.

*******

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a letter that keys your responses
to
our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please
file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* The company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you have any questions regarding these comments, please direct
them to Staff Accountant David DiGiacomo at (202) 824-5493.  In
his
absence, direct your questions to Robyn Manuel at (202) 942-7786.
Any other questions may be directed to me at (202) 942-2905.

Sincerely,