UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC   20549

                                FORM 10-Q

(Mark One)

XX  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.


    Commission file number        000-24991
                             ____________________


                         ALLSTATES WORLDCARGO, INC.
     -------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


          New Jersey                            22-3487471
        --------------                 -------------------------------
  (State or other jurisdiction        (IRS Employer Identification No.)
     of incorporation)


           4 Lakeside Drive South, Forked River, New Jersey, 08731
          ----------------------------------------------------------
                 (Address of principal executive offices)


                             609-693-5950
            --------------------------------------------------
            (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  XX      No
    ----         ----

The Company had 32,509,872 shares of common stock, par value $.0001 per
share, outstanding as of February 12, 2002.

                                     1
<PAGE>

            ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES


                              INDEX

                                                                       PAGE
PART 1.   FINANCIAL INFORMATION                                        ----

  ITEM 1.   FINANCIAL STATEMENTS

   Financial Statements with Supplemental Information
   For the Period Ending December 31, 2000 and 1999

  Financial Statements:

    Condensed Consolidated Balance Sheet                                 3

    Condensed Consolidated Statement of Operations                       4

    Condensed Consolidated Statements of
        Stockholders' Equity (Deficit)                                   5

    Condensed Consolidated Statement of Cash Flows                       6

  Notes to the Financial Statements                                      7


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS........................8

PART II.  OTHER INFORMATION.............................................12

   ITEM 1    LEGAL PROCEEDINGS..........................................12

   ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS..................12

   ITEM 3    DEFAULTS ON SENIOR SECURITIES..............................12

   ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........12

   ITEM 5    OTHER INFORMATION..........................................12

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K...........................13

      SIGNATURES........................................................14


                                     2

<PAGE>


               PART 1 - FINANCIAL INFORMATION

         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED BALANCE SHEET

                           ASSETS

                              December 31,     September
                                                  30,
                                  2001           2001
                               (Unaudited)         *
  Current Assets
    Cash and cash
    cash equivalents           $471,701      $ 623,925
    Accounts Receivable       3,726,052      4,164,432
    Prepaid taxes               138,377         48,977
    Prepaid expenses and
    other current assets        790,147        774,129
    Deferred income taxes       118,038        118,038
    Loan receivable -
    related party               200,000        200,000
                             ----------      ---------
  Total current assets        5,444,315      5,929,501

  Property, plant and
  equipment                   1,434,482      1,452,999
  Less:  Accumulated
  depreciation                  900,167        857,592
                             ----------      ---------
  Net property, plant and
  equipment                     534,315        595,407

  Goodwill                      504,016        504,016
  Other assets                   61,508         65,753
                             ----------      ---------
  Total assets               $6,544,154     $7,094,677
                             ==========     ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Accounts payable         $2,260,302     $2,562,260
    Accrued expenses            776,777      1,016,270
    Short-term bank
    borrowings                  900,000        900,000
    Notes payable               125,646        131,325
    Deferred tax liability        4,038          4,038
                             ----------      ---------
  Total current liabilities   4,066,763      4,613,893

  Long term portion of notes
  payable                     2,473,808      2,496,904

    Stockholders' equity
    (deficit)
    Common stock                  3,251          3,251
    Retained earnings
    (deficit)                       332        (19,371)
                             ----------      ---------
  Total stockholders' equity      3,583        (16,120)

  Total liabilities and
  stockholders' equity        $6,544,154     $7,094,677
                              ==========     ==========

 *  Condensed from audited financial statements.

     The accompanying notes are an integral part of these
        consolidated financial statements.

                                3
<PAGE>



         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

       CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         (Unaudited)

                              Three Months Ended December
                                          31,
                                  2001           2000
  Revenues (net of
  discounts)                 $8,351,228      $12,221,031
  Cost of transportation      5,102,242        7,187,933
                             ----------      -----------
  Gross profit                3,248,986        5,033,098

  Selling, general and
  administrative expenses     3,160,149        4,580,654
                             ----------      -----------
  Income from operations         88,837          452,444

  Other income (expense):
     Interest, net              (53,539)         (59,980)
     Other income                (1,095)          13,282
                             ----------      -----------
  Income before income tax
  provision                      34,203          405,746

  Provision for income taxes     14,500          189,382

  Net income                    $19,703         $216,364
                             ==========      ===========

  Weighted average common
  shares - basic              32,509,872     32,509,872
  Net income per common
  share - basic                    $ .00          $ .01

  Weighted average common
  shares - diluted            32,509,872     32,511,731
  Net income per common
  share - diluted                  $ .00          $ .01

The accompanying notes are an integral part of these
consolidated financial statements.

                                 4
<PAGE>



         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                          (DEFICIT)
                         (Unaudited)


         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                          (DEFICIT)
                         (Unaudited)


<TABLE>
<S>                 <c>           <c>      <c>      <c>         <c>
                            Common Stock
                                             Other    Retained     Total
                        Number             Comprehen  Earnings  Stockholders'
                          of        Par      sive     (Deficit)    Equity
                        Shares     Value    Income                (Deficit)
                                            (Loss)
                    ___________  ______  _________  _________   _________

Balance at           32,509,872  $ 3,251             $(19,371)   $(16,120)
 September 30, 2001


Consolidated net
 income for the
 three months ended
 December 31, 2001                                     19,703      19,703
                    ___________  ______  _________  _________   _________

Balance at December
 31, 2001            32,509,872   3,251  $      0    $    332   $   3,583
                    ===========  ======  =========  =========   =========

</TABLE>



                                 5
<PAGE>




         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Unaudited)

                                       Three Months Ended
                                          December 31,
                                         2001       2000
  Cash flows from operating
  activities:
  Net income                         $19,703     $216,364
  Adjustments to reconcile net
  income to net cash provided
    by operating activities:
      Depreciation                    56,134       57,478
      Amortization                     1,166       17,083
      Provision for doubtful
        accounts                      32,620      40,347
      (Gain)/loss on sale of assets    2,511      (2,300)
      (Increase) decrease in assets:
          Accounts receivable        405,760    (112,678)
          Prepaid expenses and other
            assets                  (105,418)   (211,892)
       Increase (decrease) in
          liabilities:
          Accounts payable and
           accrued expenses         (541,452)     (7,994)
          Income tax payable               0      21,208
                                   ---------   ---------
  Net cash used for/provided by
  operating activities              (128,976)     17,616

  Cash flows from investing
  activities:
     Purchase of equipment              (853)     (9,190)
     Proceeds from sale of property
      and equipment                    3,300       2,300
     Security deposits                 3,080      (4,102)
                                   ---------   ---------
  Net cash provided by/used for
  investing activities                 5,527     (10,992)

  Cash flows from financing
  activities:
     Repayments under notes payable  (28,775)    (37,565)
     Repayments under short-term
      bank borrowings                      0           0
     Borrowing under short-term bank
      borrowings                           0           0
                                   ---------   ---------
  Net cash used for financing
   activities                       (28,775)    (37,565)

  Net (decrease) in cash
  and cash equivalents             (152,224)    (30,941)
  Currency translation adjustments               (6,849)
  Cash and cash equivalents,
  beginning of year                 623,925     115,736
                                   ---------   ---------
  Cash and cash equivalents, end of
    period                          471,701      77,946
                                   =========   =========


         The accompanying notes are an integral part of
            these consolidated financial statements.


                                6
<PAGE>

         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      December 31, 2001

1.   The accompanying unaudited condensed consolidated
  financial statements have been prepared by Allstates
  WorldCargo, Inc. (the "Company") in accordance with the
  rules and regulations of the Securities and Exchange
  Commission (the "SEC") for interim financial statements and
  accordingly do not include all information and footnotes
  required under generally accepted accounting principles for
  complete financial statements.  The financial statements
  have been prepared in conformity with the accounting
  principles and practices disclosed in, and should be read in
  conjunction with, the annual financial statements of the
  Company included in the Company's Fiscal year 2001 Form 10-K
  filing dated December 28, 2001 (File No. 000-24991).  In the
  opinion of management, these interim financial statements
  contain all adjustments necessary for a fair presentation of
  the Company's financial position at December 31, 2001 and
  September 30, 2001 and the results of operations for the
  three months ended December 31, 2001 and 2000, respectively.

2.   Net income per common share appearing in the statements
  of operations for the three months ended December 31, 2001
  and 2000, respectively have been prepared in accordance with
  Statement of Financial Accounting Standards No. 128 ("SFAS
  No. 128").  SFAS No. 128 establishes standards for computing
  and presenting earnings per share ("EPS") and requires the
  presentation of both basic and diluted EPS.  As a result
  primary and fully diluted EPS have been replaced by basic
  and diluted EPS.  Such amounts have been computed based on
  the profit or (loss) for the respective periods divided by
  the weighted average number of common shares outstanding
  during the related periods.






                               7
<PAGE>


ITEM 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.

General Overview

     Allstates WorldCargo, Inc. (the "Company" or
"Allstates") is a New Jersey Corporation formed on January
14, 1997 as Audiogenesis Systems, Inc. ("Audiogenesis"),
pursuant to a corporate reorganization of Genesis Safety
Systems, Inc.  On August 24, 1999, Audiogenesis acquired 100
percent of the common stock of Allstates Air Cargo, Inc. in
a reverse acquisition, and on November 30, 1999, changed its
name to Allstates WorldCargo, Inc.  The Company's business
is comprised of freight forwarding and the distribution and
sales of safety equipment.  Allstates is headquartered in
Forked River, New Jersey.

     The freight forwarding business of Allstates opened its
first terminal in Newark, New Jersey in 1961.  Allstates
provides domestic and international freight forwarding
services to over 1,500 customers utilizing ground
transportation, commercial air carriers, and ocean vessels.
Allstates operates 19 offices throughout the United States,
and employs 79 people.

     Allstates has agreements with domestic and
international strategic partners and a network of agents
throughout the world.  Allstates plans to increase its
global market share by forming additional strategic
alliances and effecting selective acquisitions.

     In September, 2000, Allstates entered in to an
agreement with an unrelated freight and warehousing company
to provide them services which primarily include customer
invoicing and transportation vendor disbursements on
business that they provide to the Company.  Per the
agreement, Allstates paid a commission to this company based
on the invoiced amount, less deductions for transportation
cost and a fee for providing the service.  In May, 2001, the
assets of that company were purchased by another company
unrelated to Allstates WorldCargo, Inc., and consequently
the service agreement was terminated.


Results of Operations

     The   following  table  sets  forth  for  the   periods
indicated  certain financial information  derived  from  the
Company's consolidated statement of operations expressed  as
a percentage of net sales:

                                   Three Months Ended December 31,
                                         2001          2000
                                         ----          ----
Revenues                                100.0%        100.0%
Cost  of transportation                  61.1          58.8
                                         ----          ----
Gross profit                             38.9          41.2

Selling, general and
 administrative expenses                 37.8          37.5
                                         ----          ----
Operating income                          1.1           3.7
                                         ====          ====
Net    income                             0.2%          1.8%


Revenues

     Revenues  of  the Company represents gross consolidated
sales   less  customer  discounts.  For  the  quarter  ended
December  31,  2001, revenues decreased  by  $3,870,000,  or
31.7%,  to  $8,351,000, from the quarter ended December  31,
2000,  reflecting  a reduced volume of shipments  and  total
weight of cargo shipped.

       Comparative sales from the quarter ended December 31,
2000  included domestic and international revenues that were
generated  from  one customer that accounted  for  21.9%  of
total  sales during that period.  Effective October 1, 2001,
that  customer,  in  an effort to minimize  their  operating

                             8
<PAGE>

costs,  began utilizing a larger alternate freight forwarder
to  service  its international import freight  requirements.
Import sales to that customer amounted to approximately $1.1
million  during  the three month period ended  December  31,
2000.   Allstates  continues  to  provide  domestic  freight
forwarding  services to this customer.  Notwithstanding  the
loss  of the international business from this customer,  the
remaining domestic sales that Allstates generates from  this
customer  continues to be significant, accounting for  11.5%
of  total  revenues of the Company during the quarter ended
December 31, 2001.  Although  Allstates  is
confident  in  its  ability  to continue  providing  freight
services to this customer, there is no contractual agreement
in  place, and therefore the Company can not guarantee  that
this business will continue indefinitely.

     Domestic  revenues  decreased  by  approximately   $2.8
million  or  31.3%,  to  $6,225,000 during  the  three-month
comparative  period  ended December 31,  2001.   Comparative
sales  for  the three month period ended December  31,  2000
included approximately $1.1 million in new business that was
derived  from  the  Company's  service  agreement  with   an
unrelated  freight  and  warehouse  services  company.  That
agreement was terminated in May 2001 pursuant to the sale of
the  assets  of  that company to another unrelated  company.
International sales decreased during the three months  ended
December 31, 2001 by approximately $1.0 million or 32.6%, to
$2,127,000, reflecting the loss of import business from  the
significant  customer  as previously  mentioned.   Sales  to
international customers accounted for 25.5% of  total  sales
during  the three months ended December 31, 2001 as compared
to  25.8%  of  total  sales during the  three  months  ended
December 31, 2001.

	In addition to the specific reasons that have been
mentioned for the comparative decrease in revenues between
the three months periods ended December 31, 2001 and 2000,
respectively, the Company's sales volume during the quarter
was adverseley affected by the catastrophic events that took
place on September 11, 2001.

Gross Profit

     Gross  profit  represents the  difference  between  net
revenues  and  the  cost of sales.  The  cost  of  sales  is
composed  primarily  of  amounts  paid  by  the  Company  to
carriers  and  cartage agents for the  transport  of  cargo.
Cost  of sales as a percentage of revenues increased by 2.3%
for  the three months ended December 31, 2001, in comparison
to  the same period in the previous year.  The comparatively
lower  percentage cost of sales for the three  months  ended
December  31,  2000 is primarily due to the  effect  of  the
business  that was derived from the Company's aforementioned
service  agreement with an unrelated freight  and  warehouse
services  company, for which their was no  related  cost  of
sales  on  the  warehousing portion  of  that  billing.   As
previously indicated, that agreement was terminated  in  May
2001.   In  absolute terms, the cost of sales  decreased  by
approximately  $2.1 million or 29.0%, to  $5,102,000  during
the   three  months  ended  December  31,  2001  versus  the
comparative period in the prior year, reflecting the reduced
sales  volume.  Gross margins decreased to 38.9% during  the
quarter  ended  December 31, 2001 from  41.2%  in  the  same
quarter of the previous fiscal year.  Gross profit decreased
by  approximately  $1,784,000 to $3,249,000  for  the  three
months  ended December 31, 2001 versus the same three months
of the prior year.


Selling, General and Administrative Expenses

     SG&A  expenses increased as a percentage  of  sales  by
0.3%  for  the three months ended December 31, 2001 compared
to the three months ended December 31, 2000, to 37.8%.  This
slight   increase  in  the  SG&A  percentage  reflects   the
combination  of  lower  sales volume in  relation  to  fixed
operating  costs  during  the  current  fiscal  quarter   as
compared  to the prior years respective quarter,  offset  by
lower  commissions expense as a percent of  revenues  during
the period.  In absolute terms, operating expenses decreased
by  $1,421,000 or 31.0% during the three-month period  ended
December  31,  2001 as compared to the same  period  in  the
prior  fiscal year.  The decrease in SG&A expenses primarily
reflects  the  lower  volume of revenues  and  gross  profit
during   the   quarter,  represented  by  lower  commissions
expense,  as  well  as  the effect of  certain  cost  saving
initiatives executed by the Company.

     Commissions    paid   to   licensees    decreased    by
approximately  $361,000  for the  three-month  period  ended
December  31, 2001 in comparison to the same period  in  the
previous year, reflecting the reduced level of gross profits
at  certain  licensee  operations.  During  the  comparative
three month period ended December 31, 2000 the Company  paid
approximately  $753,000  in  commissions  to  an   unrelated
freight  and  warehousing services company  pursuant  to  an
agreement  made between them and Allstates.  That  agreement
was  subsequently terminated in May 2001.   Further,  during

                           9
<PAGE>
the fourth quarter of fiscal 2001,  Allstates took steps  to
lower  operating  expenses  by  reducing  headcount  at  two
locations  and consolidating the operations of  one  of  its
offices  with  another station.  The Company  realized  cost
savings  of approximately $130,000 during the quarter  ended
December 31, 2001 as a result of these initiatives.

     SG&A  expenses  presented for the  three  months  ended
December 31, 2001 and 2000 are inclusive of expenditures  to
related    parties   totaling   $113,607    and    $192,646,
respectively.

Income/(Loss) From Operations

     Income  from  operations  decreased  during  the  three
months ended December 31, 2001 by approximately $364,000, to
$89,000, as compared to the same three month period  in  the
previous   year  for  the  reasons  indicated   above.    In
comparison  to  the respective period in  fiscal  2001,  the
operating  margin for the three month period ended  December
31, 2001 decreased by 2.6%, to 1.1% of sales.

Interest Expense and Income

     Net interest expense decreased for the three months
ended December 31, 2001 by approximately $6,000 as compared
to the same period in the previous year, reflecting the
effect of comparatively lower interest rates  on the
Company's bank line of credit.

Net Income/(Loss)

     Income  before income taxes decreased to $34,000 during
the quarter ended December 31, 2001 from $406,000 during the
same  period  in  the  prior year.  The Company  recorded  a
provision  for  taxes  of  $14,500  for  the  quarter  ended
December 31, 2001 as compared to a tax provision of $189,000
for  quarter  ended  December  31,  2000.   The  net  profit
amounted to approximately $20,000 or 0.2% of revenues during
the  first  quarter of Fiscal 2002 versus a  net  profit  of
$216,000 or 1.8% of revenues in the first quarter of  Fiscal
2001.


Liquidity and Capital Resources

     Net    cash   used   for   operating   activities   was
approximately  $129,000 for the three months ended  December
31,  2001,  compared to cash flow provided by operations  of
approximately  $18,000 for the three months  ended  December
31,  2000.  During the three months ended December 31, 2001,
cash  was  primarily used to satisfy trade accounts  payable
and income tax obligations, offset by a decrease in accounts
receivable  as well as the net income of the  Company.   For
the three months ended December 31, 2000, cash was primarily
provided by the net income of the Company, offset by a short
term  loan  that  was extended to an unrelated  freight  and
warehouse services company.

     At  December  31, 2001, the Company had cash  and  cash
equivalents   of  $472,000  and  net  working   capital   of
$1,378,000,  compared  with cash  and  cash  equivalents  of
$78,000 and net working capital of $830,000 respectively, at
December  31,  2000.   The increase in  working  capital  at
December  31,  2001  over December  31,  2000  is  primarily
attributable  to  the net income of the Company  during  the
prior twelve month period.  In addition, the sale of company
owned property during the second quarter of Fiscal 2001  had
a positive effect on working capital.

     The  Company's investing activities were  comprised  of
expenditures  for capital equipment, primarily  representing
purchases of computer hardware and software.  For the  three
months   ended   December  31,  2001,  capital  expenditures
amounted  to  approximately $1,000.  For  the  three  months
ended  December 31, 2000, capital expenditures  amounted  to
approximately  $29,000, of which approximately  $20,000  was
acquired through notes payable.

     The  Company  has a commercial line of  credit  with  a
bank,  pursuant  to  which  the Company  may  borrow  up  to
$2,000,000,  based on a maximum of 70% of eligible  accounts
receivable.   Per  the  agreement, interest  on  outstanding
borrowings  accrues at the Wall Street Journal's prime  rate
of interest (4.75% at December 31, 2001).  The interest rate
                            10
<PAGE>
is  predicated  on  the Company maintaining  a  compensating
account  balance in a non-interest bearing account equal  to
at  least 10% of the outstanding principal balance.  If such
average  compensating  balances  are  not  maintained,   the
interest  rate  will increase by 1% over the rate  currently
accruing.   As of December 31, 2001, there was  $900,000  of
outstanding borrowings on the line of credit.

     In  September,  2000, Allstates extended  an  operating
loan to an unrelated freight and warehouse services company,
Q Logistics Solutions, Inc. ("QLS"), as part of an agreement
that  the Company entered into to provide customer invoicing
and vendor disbursement services.  The loan was secured by a
$750,000  promissory note signed by the  borrower,  and  for
which  a  Form  UCC-1  financing statement  was  filed.   In
February 2001, QLS filed for Chapter 11 protection under the
U.S.   bankruptcy   laws.   Pursuant   to   the   bankruptcy
proceedings,   another  company,  unrelated   to   Allstates
WorldCargo, Inc., purchased the assets of QLS in  May  2001.
Allstates  had  outstanding loan advances  of  approximately
$702,000 to QLS prior to the purchase.  As a contingency  of
that purchase, Allstates entered in to an agreement with the
other  company  whereby Allstates assigned  the  Form  UCC-1
filing  to  them  in  exchange for  their  promissory  note,
secured  by a personal guarantee made by an officer of  that
company,  to  pay  the  full loan  amount  of  approximately
$702,000,  plus  9% interest over six months,  beginning  in
April 2001.  The other company subsequently defaulted on the
loan  and  as  of the date of this filing has not  made  any
payments to Allstates.  Allstates has filed suit against the
other  company for breach of contract, and will continue  to
pursue  the matter.  No assurance can be made at  this  time
with  respect to the recoverability of any or all funds  due
to Allstates.

Forward Looking Statements

The  statements  contained in all  parts  of  this  document
including,  but  not  limited  to,  those  relating  to  the
availability of cargo space; the Company's overseas presence
and  the  plans  for,  effects, results  and  expansion   of
international  operations and agreements  for  international
cargo; future international revenue and international market
growth;  the  future expansion and results of the  Company's
terminal  network;  plans for local  delivery  services  and
truck   brokerage;  future  improvements  in  the  Company's
information  systems  and  logistic  systems  and  services;
technological   advancements;  future   marketing   results;
construction   of  the  new  facilities;   the   effect   of
litigation; future costs of transportation; future operating
expenses;  future margins; any seasonality of the  Company's
business; future dividend plans; future acquisitions and the
effects,  benefits, results, terms or other aspects  of  any
acquisition,   effects  of  the  Year  2000   issue;   Ocean
Transportation  Intermediary License;  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  any  other statements  regarding  future
growth,   future   cash  needs,  future  terminals,   future
operations,   business  plans,  future  financial   results,
financial targets and goals; and any other statements  which
are  not  historical  facts are forward-looking  statements.
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. Such statements involve
risks  and  uncertainties, including, but  not  limited  to,
those relating 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; the effects of regulation; results  of
litigation; the Company's vulnerability to general  economic
conditions;   the   control  by  the   Company's   principal
shareholder;   risks  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 factors detailed  in
this  document  and  the Company's other  filings  with  the
Securities  and Exchange Commission. Should one or  more  of
these   risks  or  uncertainties  materialize,   or   should
underlying assumptions prove incorrect, actual outcomes  may
vary materially from those indicated. The Company undertakes
no  responsibility to update for changes related to these or
any other factors that may occur subsequent to this filing.


                                     11
<PAGE>

PART II

OTHER INFORMATION
------------------

ITEM 1    LEGAL PROCEEDINGS

There have been no material developments concerning the
Company's involvement in an ongoing environmental proceeding as set forth
in the Company's Form 10-K dated September 30, 2001, and
such information is incorporated herein by reference.

ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS

NONE


ITEM 3    DEFAULTS ON SENIOR SECURITIES

NONE


ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 5    OTHER INFORMATION

NONE

                                      12


<PAGE>

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         None

     (b) Reports on Form 8-K

         None


                                      13


<PAGE>



SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


ALLSTATES WORLDCARGO, INC.


BY:       /s/ SAM DIGIRALOMO                  DATED:    February 14, 2002
        ---------------------------------               -----------------
          Sam DiGiralomo, President and CEO




BY:       /s/ Craig D. Stratton               DATED:    February 14, 2002
        ---------------------------------               -----------------
          Craig D. Stratton, CFO, Secretary,
        Treasurer and Principal Financial Officer




                                      14