JANL Janel Corporation (PK)

SCHEDULE 13D

This Amendment No. 2 amends the Schedule 13D filed by Oaxaca Group L.L.C. (“Oaxaca Group”) and Dominique Schulte (collectively, with Oaxaca Group, the “Reporting Person”) with respect to ownership of shares of the common stock, par value $0.001 (the “Shares”) of Janel Corporation, a Nevada corporation. Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D previously filed with the SEC. All references to the number of Shares or warrants to purchase Shares, and prices per share, reflect a 50:1 reverse stock split effected on April 15, 2015.

This statement relates to shares of common stock, par value $0.001 per share (the “Shares”), of Janel Corporation (the “Issuer”). The address of the principal offices of the Issuer is 303 Merrick Road, Suite 400, Lynbrook, New York 11563.

(a)       This statement is being filed by Oaxaca Group L.L.C. (“Oaxaca Group”). Dominique Schulte is the sole member of Oaxaca Group L.L.C. (collectively, with Oaxaca Group, the “Reporting Person”).

(b)       The Reporting Person’s business address is 68 Bank Street, New York, New York 10014.

(c)       The Reporting Person is a 10% owner of the Issuer.

(d)       Neither the Reporting Person nor any manager or officer of the Reporting Person has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       Neither the Reporting Person nor any manager or officer of the Reporting Person has during the last five years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations or, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Oaxaca Group is a limited liability company organized under the laws of Delaware. Dominique Schulte is a citizen of the United States of America.

The Reporting Person holds 197,646 Shares. The aggregate purchase price for 153,846 Shares on October 30, 2013 was $500,000, and the aggregate purchase price for 43,800 Shares on March 31, 2017 was $525,600. The source of the funding for the purchase of all of these Shares was the working capital of Oaxaca Group. In addition, the Issuer granted Oaxaca Group warrants to purchase 250,000 Shares. The warrants are currently exercisable at $4.00 per Share and expire on October 30, 2018.

The Reporting Person has acquired the Shares covered by this statement from time to time to hold as an investment.

The Reporting Person may have current plans or proposals which relate to or would result in any of the following:

(a)       The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)       An extraordinary corporate transaction involving the Issuer or any of its subsidiaries;

(c)       A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)       Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors;

(e)       Any material change in the present capitalization or dividend policy of the Issuer;

(f)       Any other material change in the Issuer’s business or corporate structure;

(g)       Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person (other than as a result of the Reporting Person’s stock ownership);

(h)       Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)       A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j)       Any action similar to any of those enumerated above.

Notwithstanding the foregoing, the Reporting Person may from time to time acquire beneficial ownership of additional Shares or dispose of any Shares beneficially owned by it, including pursuant to any stock option or similar plan of the Issuer in which the Reporting Person is eligible to participate.

(a)       The Reporting Person is the beneficial owner of 447,646 Shares, representing 54.33% of the class of securities covered by this statement, including (i) 197,646 Shares owned directly by Oaxaca Group and (ii) 250,000 shares that may be acquired through the exercise of warrants at an exercise price of $4.00 per Share.

(b)       The Reporting Person has sole voting and dispositive power with respect to all of the Shares covered by this statement.

(c)       None

(d)       None

(e)       Not applicable.

The Issuer has granted warrants to Oaxaca Group to acquire the following Shares, all of which are currently exercisable at the following exercise price:

On September 10, 2014, Oaxaca Group purchased 5,000 shares of the Issuer’s Series C Cumulative Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”) at a price of $500.00 per share (or, $2,500,000 in the aggregate). On March 21, 2016, Oaxaca Group purchased 8,705.33 shares of the Series C Preferred Stock at a price of $500.00 per share (or, $4,352,663 in the aggregate).

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.