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, 2000

    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, 2001.

                                     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,
                                  2000           2000
                               (Unaudited)         *
  Current Assets
    Cash and cash
      equivalents               $77,946         $115,736
    Accounts receivable        5,829,535       5,757,204
    Inventory                     28,402          30,684
    Prepaid expenses and
     other current assets        499,231         285,057
    Deferred income taxes        103,840         103,840
                               ---------       ---------
  Total current assets         6,538,954       6,292,521

  Property, plant and
   equipment                   1,627,395       1,671,254
  Less:  Accumulated
   depreciation                  934,913         950,258
                               ---------       ---------
  Net property, plant and
   equipment                     692,482         720,996

  Goodwill                       551,765         567,681
  Other assets                   313,937         311,002
                               ---------       ---------
  Total assets                $8,097,138      $7,892,200

            LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Accounts payable          $3,343,909     $3,206,463
    Accrued expenses           1,259,781      1,405,221
    Short-term bank
      borrowings                 900,000        900,000
    Income taxes payable          41,688         20,480
    Notes payable                163,406        162,843
                               ---------       ---------
  Total current liabilities    5,708,784      5,695,007

  Long term portion of notes
   payable                     2,606,176      2,624,530

  Stockholders' equity
   (deficit)
    Common stock                   3,251          3,251
    Foreign currency
     translation adjustment      (10,500)        (3,651)
    Retained earnings
     (deficit)                  (210,573)      (426,937)
                               ---------       ---------
  Total stockholders' equity    (217,822)      (427,337)

  Total liabilities and
  stockholders' equity        $8,097,138     $7,892,200

 *  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,
                                  2000           1999
  Revenues (net of
   discounts)                 $12,221,031     $7,659,481
  Cost of transportation        7,187,933      4,594,798
                              -----------     ----------
  Gross profit                  5,033,098      3,064,683

  Selling, general and
   administrative expenses      4,580,654      3,192,887
                              -----------     ----------
  Income from operations          452,444       (128,204)

  Other income (expense):
     Interest, net                (59,980)       (45,495)
     Other income                  13,282          3,881
                              -----------     ----------
  Income before income tax
  provision                       405,746       (169,818)

  Provision for income taxes      189,382         15,000

  Net income                     $216,364      ($184,818)
                              ===========     ==========
  Weighted average common
  shares - basic               32,509,872     32,509,872
  Net income per common
    share - basic              $      .01     $     (.01)

  Weighted average common
  shares - diluted             32,511,731     32,522,872
  Net income per common
  share - diluted              $      .01     $      (.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)
<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   (3,651)   (426,937)   (427,337)
 September 30, 2000

Other Comprehensive
 Income (Currency
 translation
 adjustment) for the
 three months ended
 December 31, 2000                         (6,849)                 (6,849)

Consolidated net
 income for the
 three months ended
 December 31, 2000                                    216,364     216,364
                    ___________  ______  _________  _________   _________

Balance at December
 31, 2000            32,509,872   3,251   (10,500)   (210,573)   (217,822)
                    ===========  ======  =========  =========   =========

</TABLE>

                                     5
<PAGE>





























         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Unaudited)

                                       Three Months Ended
                                          December 31,
                                         2000       1999
  Cash flows from operating
  activities:
  Net income                          $ 216,364   $ (184,818)
  Adjustments to reconcile net
   income to net cash provided
   by operating activities:
      Depreciation                       57,478       47,326
      Amortization                       17,083       17,082
      Provision for doubtful
       accounts                          40,347       18,575
      (Gain)/loss on sale of assets      (2,300)        (332)
      Deferred income taxes                           11,808
      (Increase) decrease in assets:
          Accounts receivable          (112,678)     419,952
          Prepaid expenses and other
           assets                      (211,892)      41,463
       Increase (decrease) in
        liabilities:
          Accounts payable and
           accrued expenses             (7,994)       (2,862)
          Income tax payable            21,208      (526,873)
                                      --------      --------
  Net cash provided by/used for
   operating activities                 17,616      (158,679)

  Cash flows from investing
   activities:
     Purchase of equipment              (9,190)      (84,503)
     Proceeds from sale of equipment     2,300         4,000
     Security deposits                  (4,102)       (4,404)
                                      --------      --------
  Net cash used for investing
   activities                          (10,992)      (84,907)

  Cash flows from financing
   activities:
     Repayments under notes payable    (37,565)      (28,443)
     Borrowing under short-term bank
      borrowings                                     400,000
                                      --------      --------
  Net cash used for/provided by
  financing activities                 (37,565)      371,557

  Net (decrease)/increase in cash
   and cash equivalents                (30,941)      127,971
  Currency translation adjustments      (6,849)        5,461
  Cash and cash equivalents,
   beginning of year                   115,736       406,842
                                      --------      --------
  Cash and cash equivalents, end of
  period                              $ 77,946      $540,274
                                      ========      ========



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, 2000

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 2000 Form 10-K
  filing dated December 28, 2000 (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, 2000 and
  September 30, 2000 and the results of operations for the three
  months ended December 31, 2000 and 1999, respectively.

2.   Net income per common share appearing in the statements
  of operations for the three months ended December 31, 2000
  and 1999, 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.

3.   On September 15, 2000, the Company discontinued freight
  operations at its UK branch location, Allstates Allcargo
  (UK) Ltd.  During the quarter ended December 31, 2000, the
  Company continued to collect accounts receivable and sold
  the remaining fixed assets.  Comparisons of profit and loss
  activity between the three month periods ended December 31,
  2000 and December 31, 1999, respectively, are  impacted.





                                     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, distribution and sales
of safety equipment, and development and sales of audio-
visual products.  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 1,300 customers utilizing ground
transportation, commercial air carriers, and ocean vessels.
Allstates operates 21offices throughout the United States,
including Hawaii, and employs 96 people.

     Allstates has agreements with domestic and
international strategic partners and a network of agents
throughout the world.  In September, 2000, the Company
formed a strategic alliance with an established freight
forwarding company located in the United Kingdom, with its
principle office in the London Heathrow airport area.  This
strategic partner replaced the Company's UK branch office,
which had done business as Allstates Allcargo (UK) Ltd.
since January 1997.  The Company had decided to discontinue
freight operations at its branch office prior to the end of
its September 30, 2000 fiscal year end.

     In September, 2000, Allstates entered in to an
agreement with an unrelated freight and warehousing company
to provide services to them which primarily include customer
invoicing and transportation vendor disbursements on
business that they provide to the Company.  Allstates
pays a commission to this company based on the invoiced amount
less deductions for the estimated transportation cost and a
fee for providing the service.

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,
                                         2000          1999
                                         ----          ----
Revenues                                100.0%        100.0%
Cost  of transportation                  58.8          60.0
                                         ----          ----
Gross profit                             41.2          40.0

Selling, general and
 administrative expenses                 37.5          41.7
                                         ----          ----
Operating income                          3.7          (1.7)
                                         ====          ====
Net    income                             1.8%         (2.4)%



Revenues

     Revenues  of  the Company represents gross consolidated
sales   less  customer  discounts.  For  the  quarter  ended
December  31,  2000, revenues increased  by  $4,562,000,  or
59.6%,  to $12,221,000, over the quarter ended December  31,
1999, reflecting an increase in the number of shipments  and
the  total weight of cargo shipped.   A significant  portion
of   this   increase  is  attributable   to   domestic   and
international   sales  generated  from  one  customer   that
accounted  for 21.9% of consolidated revenues for the  three
months  ended  December  31,2000.   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

                                     8
<PAGE>


this  business will continue indefinitely.  On a  pro  forma
basis,   after   discounting  revenues  earned   from   this
significant customer during the three months ended  December
31,  2000,  sales  increased by 24.7% over  the  comparative
period in the prior fiscal year.

     Domestic revenues increased by approximately  $3.0
million  or  48.3%,  to  $9,066,000 during  the  three-month
comparative period.  In addition to revenues earned from the
significant  customer,  the  growth  in  domestic  sales  is
primarily attributable to the new business derived from  the
Company's  service agreement with an unrelated  freight  and
warehouse   services  company  as previously described.
International sales increased by approximately $1.6  million
or  104.3%,  to  $3,155,000,  despite  the  closing  of  the
Company's UK branch in September, 2000.  Net sales generated
from the UK branch totaled approximately $177,000 during the
three   months   ended   December  31,   1999.    Sales   to
international customers accounted for 25.8% of  total  sales
during  the three months ended December 31, 2000 as compared
to  20.2%  of  total  sales during the  three  months  ended
December 31, 1999.


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 decreased by 1.2%
for  the three months ended December 31, 2000, in comparison
to  the same period in the previous year.  This net decrease
is attributable to the new business derived from the Company's
aforementioned service  agreement with  an  unrelated freight
and warehouse services company, as billing for the warehouse
services portion of this business does not carry a related
cost of sales.
In   absolute   terms,  the  cost  of  sales  increased   by
approximately  $2.6 million or 56.4%, to  $7,188,000  during
the   three  months  ended  December  31,  2000  versus  the
comparative  period  in  the  prior  year,  reflecting   the
increased  sales  volume.  Gross margins increased  for  the
three  months  ended December 31, 2000 to 41.2%  from  40.0%
during  the same period of the previous year.  Gross  profit
increased  by $1,968,000 to $5,033,000 for the three  months
ended  December  31, 2000 in comparison to  the  prior  year
periods.


Selling, General and Administrative Expenses

     SG&A  expenses decreased as a percentage  of  sales  by
4.2%  for  the three months ended December 31, 2000 compared
to  the three months ended December 31, 1999, to 37.5%.  The
decrease  in the percentage of operating expenses  to  sales
reflects  the  savings realized from the discontinuation  of
freight  operations at the Company's UK branch in September,
2000, as well as the effect of certain isolated expenses that were
recorded in the first quarter of fiscal 2000 related to  the
Company's  restructuring.  Operating expenses  increased  by
$1,388,000  or  43.5%  during the three-month  period  ended
December  31,  2000 as compared to the same  period  in  the
prior  fiscal year.  The increase in SG&A expenses reflects the
growth in revenues and gross profits, represented primarily by
higher commissions expense.

     Licensee   commissions   increased   by   approximately
$715,000 for the three-month period, as compared to the same
period in the prior fiscal year, driven by a higher level of
gross  profits at certain licensee operations, much of  that
derived   from  revenues  generated  from  the   significant
customer that was mentioned previously. The Company also paid
approximately $753,000 in commissions to an unrelated freight
and warehousing services company pursuant to an agreement made
between them and Allstates.

     SG&A expenses presented for the three months ended December
31, 2000 and 1999 are inclusive of expenditures to related parties
totaling $192,646 and $274,800, respectively.


Income/(Loss) From Operations

     Income  from  operations increased during  the  quarter
ended  December  31,  2000  by  approximately  $581,000,  to
$452,000, as compared to the same three month period in  the
previous  year  for the reasons indicated above.   Operating
margins  for the three month period ended December 31,  2000
increased by 5.4%, to 3.7%, in comparison to the same period
in the prior year.

                                     9
<PAGE>


Interest Expense

     Net interest expense increased for the three months
ended December 31, 2000 by approximately $14,000, compared
to the same periods in the previous year, reflecting the
increased level of borrowing on the Company's bank line of
credit.


Net Income/(Loss)

     Income before income taxes increased to $406,000 during
the  quarter ended December 31, 2000 from a loss of $170,000
during  the  same  period in the prior  year.   The  Company
recorded  a tax provision of $189,000 for the quarter  ended
December 31, 2000 as compared to a tax provision of  $15,000
for quarter ended December 31, 1999.  Net income amounted to
$216,000 or 1.8% of revenues in the first quarter of  Fiscal
2001 versus a net loss of $185,000 or (2.4)% of revenues  in
the first quarter of Fiscal 2000.


Liquidity and Capital Resources

     Cash provided by operating activities was approximately
$18,000  for  the  three  months ended  December  31,  2000,
compared  to  cash flow used for operations of approximately
$159,000  for  the  three months ended  December  31,  1999.
During  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.  For the  three  months  ended
December 31, 1999, cash was used primarily to satisfy income
tax  obligations from fiscal 1999, offset by a  decrease  in
accounts  receivable.    Operating cash flows for the  three
months  ended December 31, 1999 was negatively  impacted  by
losses  generated by the Company's UK subsidiary,  Allstates
Allcargo, (UK) Ltd.

     At  December  31, 2000, the Company had cash  and  cash
equivalents of $78,000 and net working capital of  $830,000,
compared with cash and cash equivalents of $540,000 and  net
working  capital of $732,000 respectively, at  December  31,
1999.  The increase in working capital at December 31,  2000
over the respective period in 1999 is primarily attributable
to  the  net  income of the Company during the prior  twelve
month  period, augmented by the discontinuation  of  freight
operations at the Company's UK branch.

     The  Company's investing activities were  comprised  of
expenditures  for capital equipment, primarily  representing
purchases  of  computer hardware and software,  as  well  as
company owned automobiles used by its sales representatives.
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.
For  the  three  months  ended December  31,  1999,  capital
expenditures amounted to     approximately $85,000.

     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  less .25%  per  annum  (9.25%  at
December 31, 2000).  The interest rate is predicated on  the
Company maintaining a compensating account balance in a non-
interest  bearing  account equal to  at  least  15%  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,
2000,  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
as  part  of an agreement that the Company entered  into  to
provide customer invoicing and vendor disbursement services.
The loan is backed by a $750,000 secured promissory note
signed by the borrower, and for which a Form UCC-1 financing
statement  was  filed.  At December 31, 2000, Allstates  had
advanced approximately $404,000  to this company.

                                     10
<PAGE>

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, 2000, and
such information is incorporated herein by reference.

ITEM 2    CHANGES IN SECURITIES

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 13, 2001
        ---------------------------------               -----------------
          Sam DiGiralomo, President and CEO




BY:       /s/ Craig D. Stratton               DATED:    February 13, 2001
        ---------------------------------               -----------------
          Craig D. Stratton, CFO, Secretary,
        Treasurer and Principal Financial Officer




                                      14