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 JUNE 30, 2002

    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 August 13, 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 June 30, 2002 and 2001

  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.............................................13

   ITEM 1    LEGAL PROCEEDINGS..........................................13

   ITEM 2    CHANGES IN SECURITIES AND USE OF PROCEEDS..................13

   ITEM 3    DEFAULTS ON SENIOR SECURITIES..............................13

   ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........13

   ITEM 5    OTHER INFORMATION..........................................13

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

      SIGNATURES........................................................15


                                     2

<PAGE>


         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

            CONDENSED CONSOLIDATED BALANCE SHEET

                           ASSETS

                                June 30,       September
                                                  30,
                                  2002           2001
                               (Unaudited)         *
  Current Assets
    Cash and cash
    equivalents              $  420,699     $  623,925
    Accounts receivable
                              4,818,347      4,164,432
    Prepaid taxes               118,172         48,977
    Prepaid expenses and
    other current assets        808,062        774,129
    Deferred income taxes       118,038        118,038
    Loan receivable -
    related party               200,000        200,000
  					---------      ---------
  Total current assets        6,483,318      5,929,501

  Property, plant and
  equipment                   1,387,965      1,452,999
  Less:  Accumulated
  depreciation                  914,084        857,592
  					---------      ---------
  Net property, plant and
  equipment                     473,881        595,407

  Goodwill                      504,016        504,016
  Other assets                   67,502         65,753
  					---------      ---------
  Total assets               $7,528,717     $7,094,677
    				     ==========     ==========

            LIABILITIES AND STOCKHOLDERS' EQUITY

  Current Liabilities
    Accounts payable         $3,207,177     $2,562,260
    Accrued expenses            567,357      1,016,270
    Short-term bank
    borrowings                1,100,000        900,000
    Notes payable                97,933        131,325
    Deferred tax liability        4,038          4,038
  					---------      ---------
  Total current liabilities   4,976,505      4,613,893

  Long term portion of notes
  payable                     2,422,371      2,496,904

    Stockholders' equity
    (deficit)
    Common stock                  3,251          3,251
    Retained earnings
    (deficit)                   126,590        (19,371)
  					---------      ---------
  Total stockholders' equity
    (deficit)                   129,841        (16,120)

  Total liabilities and
  stockholders' equity
   (deficit)                 $7,528,717     $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    Nine Months Ended
                                June 30,              June 30,
                            2002       2001       2002       2001
Revenues (net of
discounts)               $9,478,739 9,187,421  $25,618,806 $32,969,165
Cost of transportation    5,757,277 5,359,051   15,574,168  18,761,627
				  --------- ---------   ----------  ----------
Gross profit              3,721,462 3,828,370   10,044,638  14,207,538

Selling, general and
administrative expenses   3,477,435 3,795,568   9,625,259   13,461,676
				  --------- ---------   ----------  ----------
Income from operations      244,027    32,802     419,379      745,862

Other income (expense):
   Interest, net            (54,228)  (66,254)   (159,870)    (183,389)
   Gain/(loss) on sale of
	assets                 (3,629)   (5,017)    (11,192)     154,994
   Other income/(expense)        51     7,666       1,506       24,898
				  --------- ---------   ----------  ----------
Income before income tax
provision                   186,221   (30,803)    249,823      742,365

Provision for income
taxes                        76,829   (41,218)    103,862      321,694

Net income                $ 109,392  $ 10,415    $145,961     $420,671
				  ========= =========   ==========  ==========

Weighted average common
shares - basic           32,509,872 32,509,872  32,509,872  32,509,872

Net income per common
share - basic            $      .00  $     .00  $      .00  $      .01

Weighted average common
shares - diluted          32,509,872 32,509,872  32,509,872  32,510,509

Net income per common
share - diluted          $      .00  $     .00  $      .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)

<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  $     0    $( 19,371)   $(16,120)
 September 30, 2001


Consolidated net
 income for the
 nine months ended
 June 30, 2002                                         145,961     145,961
                    ___________   ______   _________  _________   _________

Balance at June
 30, 2002            32,509,872  $3,251   $     0    $126,590    $ 129,841
                    ===========  ======  =========  =========    =========

</TABLE>

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


                                     5
<PAGE>





         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Unaudited)

                                        Nine Months Ended
                                            June 30,
                                         2002       2001
  Cash flows from operating
  activities:
  Net income                          $145,961   $  420,671
  Adjustments to reconcile net
  income to net cash provided
    by operating activities:
      Depreciation                     163,418      185,542
      Amortization                       3,498       51,247
      Provision for doubtful
       accounts                         83,980      112,600
      (Gain)/loss on sale of assets     11,192     (154,994)
      Deferred income taxes
      (Increase) decrease in assets:
          Accounts receivable
                                      (737,895)   1,243,771
          Prepaid expenses and other
           assets                     (103,127)    (562,315)
       Increase (decrease) in
	  liabilities:
          Accounts payable and
	     accrued expenses             196,002  (1,099,720)
          Income tax payable                        (20,480)
						  ---------  ----------
  Net cash (used for)/provided by
   operating activities                (236,971)    176,322

  Cash flows from investing
  activities:
     Purchase of equipment              (84,188)   (144,495)
     Proceeds from sale of property
      and equipment                      31,103     207,589
    Cash received from e-tail
     Logistics stock subscriptions                    1,199
     Security deposits                   (5,245)     38,434
						  ---------  ----------
  Net cash (used for)/provided by
   investing activities                 (58,330)    102,727

  Cash flows from financing
  activities:
     Repayments under notes payable    (107,925)   (137,861)
     Borrowing under short-term bank
      borrowings                        200,000     200,000
						  ---------  ----------
  Net cash provided by financing
  activities                             92,075      62,139

  Net (decrease)/increase in cash
  and cash equivalents                 (203,226)    341,188
  Currency translation adjustments                    1,067
  Cash and cash equivalents,
   beginning of year                    623,925     115,736
						  ---------  ----------
  Cash and cash equivalents, end of
   period                               420,699     457,991
						  =========  ==========

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


                                     6
<PAGE>



         ALLSTATES WORLDCARGO, INC. AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        June 30, 2002

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 June 30, 2002 and 2001,
  and the results of operations for the three and nine months
  ended June 30, 2002 and 2001, respectively.

2.   Net income per common share appearing in the statements
  of operations for the three and nine months ended June 30,
  2002 and 2001, 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.   Beginning with the quarter ended December 31, 2001,
  the financial statements of the Company have been prepared
  in accordance with FASB Statement No. 142, Accounting for
  Goodwill and Intangible Assets, which no longer allows for
  the amortization of goodwill.  The new statement will
  require the Company to conduct an annual goodwill impairment
  test and write off any decrease in the fair value of the
  goodwill in the period of such declined value.


                                     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 conducts operations through a combination of 11
company-owned offices and 10 licensee offices throughout the
United States, and employs 97 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       Nine Months Ended
                             June 30,                    June 30,
                          2002        2001         2002      2001
                          ----        ----         ----      ----
Revenues                 100.0%      100.0%       100.0%    100.0%
Cost of transportation    60.7        58.3         60.8      56.9
                          ----        ----         ----      ----
Gross profit              39.3        41.7         39.2      43.1

Selling, general and
 administrative expenses  36.7        41.3         37.6      40.8
                          ----        ----         ----      ----
Operating income           2.6         0.4          1.6       2.3
                          ====        ====         ====      ====

Net income                 1.2%        0.1%        0.6%       1.3%


                                     8
<PAGE>

Revenues

     Revenues  of  the Company represents gross consolidated
sales  less  customer discounts.  Total  revenues  increased
during the three months ended June 30, 2002 by $291,000,  or
3.2%, to $9,479,000, over the three month period ended  June
30, 2001, reflecting a greater volume of shipments and total
weight of cargo shipped.  Revenues for the nine month period
ended  June 30, 2002 decreased by $7,350,000, or  22.3%,  to
$25,619,000  as compared to the nine months ended  June  30,
2001, due to a lower volume and weight of cargo shipments.

       Comparative  sales from the nine month  period  ended
June  30,  2001 included domestic and international revenues
that  were  generated from one customer that  accounted  for
13.8%  of total sales during that period.  Effective October
1,  2001,  that  customer, in an effort  to  minimize  their
operating costs, began utilizing a larger alternate  freight
forwarder  to  service  their international  import  freight
requirements.   Import  sales to that customer  amounted  to
approximately $2,050,000 during the nine month period  ended
June  30,  2001.   Allstates continues to  provide  domestic
freight forwarding services to this customer.

     Domestic  revenues increased by approximately  $585,000
or  8.7%, to $7,296,000 during the three-month  period ended
June  30, 2002 in comparison to the same period in the prior
year,  reflecting the net growth in shipping volume, led  by
the  addition  of two new company stations.   For  the  nine
month   period  ended  June  30,  2002,  domestic   revenues
decreased  by  approximately  $4.5  million  or  18.7%,   to
$19,531,000 in comparison to the same period in the previous
year.   Comparative  sales  for the  three  and  nine  month
periods  ended  June  30, 2001 included  approximately  $0.3
million and $2.6 million respectively, 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
June  30,  2002  by  approximately  $294,000  or  11.9%,  to
$2,183,000,  and  during the nine month  period  then  ended
decreased  by  approximately  $2.9  million  or  32.0%,   to
$6,088,000, reflecting the loss of import business from  the
significant  customer  as previously  mentioned.   Sales  to
international customers accounted for 23.7% of  total  sales
during  the  nine months ended June 30, 2002 as compared  to
27.2%  of total sales during the nine months ended June  30,
2001.

     In  addition  to  the specific reasons that  have  been
mentioned  for  the comparative decrease in revenue  between
the  nine  month  period  ended  June  30,  2002  and  2001,
respectively, the Company's sales volume during that  period
was  adversely effected 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 2.4%
for  the three months ended June 30, 2002, and increased  by
3.9% for the nine month period then ended, in comparison  to
the  same  periods  in the previous year.   The  comparative
three  and  nine month periods of the previous  fiscal  year
yielded  a lower percentage cost of sales 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 when compared the
same  periods in the prior year, the cost of sales increased
by  approximately $400,000 or 7.4%, to $5,757,000 during the
three   months  ended  June  30,  2002,  and  decreased   by
approximately  $3.2 million or 17.0%, to $15,574,000  during
the nine month period then ended, reflecting the comparative
changes in sales volume during those periods.  Gross margins
decreased  to 39.3% during the quarter ended June  30,  2002
from  41.7% in the same quarter of the previous fiscal year,
and  decreased  to 39.2% during the nine months  then  ended
from  43.1% during the comparative period of the prior year.
Gross   profit  decreased  by  approximately  $107,000,   to
$3,721,000  for the three months ended June 30, 2002  versus
the  same  three months of the prior year, and decreased  by
approximately $4.2 million, to $10,045,000 during  the  nine
month comparative periods then ended.

                                     9
<PAGE>

Selling, General and Administrative Expenses

     SG&A  expenses decreased as a percentage  of  sales  by
4.6%  for  the three months ended June 30, 2002 compared  to
the  three  months ended June 30, 2001, to 36.7%,  primarily
reflecting   lower  commissions  expense  as  a  percent  of
revenues  during  the period.  In absolute terms,  operating
expenses decreased by approximately $318,000 or 8.4%  during
the  three-month period ended June 30, 2002 as  compared  to
the   same  period  in  the  prior  fiscal  year,  primarily
reflecting lower commissions expenses, offset by an increase
in personnel expenses.

     During  the nine months ended June 30, 2002,  operating
expenses  decreased by 3.2% as compared to the  nine  months
ended  June 30, 2001, to 37.6%, reflecting lower commissions
expense  in relation to revenues for the period,  offset  by
lower sales in relation to fixed operating expenses.  Actual
operating expenses decreased by approximately $3,836,000  or
28.5%  during  the  nine  months  ended  June  30,  2002  in
comparison  to  the  same  period  of  the  previous   year,
reflecting  lower commissions expense as well as the  effect
of certain cost saving initiatives executed by the Company.

     Commissions  and  royalties paid pursuant  to  licensee
agreements   decreased   by   approximately   $151,000   and
$1,300,000 respectively for the three and nine month periods
ended June 30, 2002 in comparison to the same periods in the
previous year, reflecting the reduced level of gross profits
at  certain  licensee operations.  Additionally, during  the
comparative  nine  month  period ended  June  30,  2001  the
Company paid approximately $1,851,000  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.

     Beginning  in  the  fourth  quarter  of  fiscal   2001,
and continuing into the first and second quarters of  fiscal
2002, Allstates took steps to reduce operating  expenses  in
response to the lower volume of sales.  The Company  reduced
headcount  at two locations, consolidated the operations  of
one  of  its  offices with another station,  and  eliminated
three positions within the corporate staff.  As a result  of
these  initiatives,  the Company realized  cost  savings  of
approximately  $180,000 during the three months  ended  June
30, 2002 and approximately $460,000 for the nine months then
ended.   During  the quarter ended June 30, 2002,  personnel
expenses increased by approximately $88,000 over the quarter
ended  June  30,  2001.  Allstates opened two  company-owned
stations  in  Florida where there had been  no  presence  in
recent  years,  and also increased sales staff  in  existing
locations.

     SG&A expenses presented for the three months ended June
30,  2002 and 2001 are inclusive of expenditures to  related
parties  totaling  $96,646 and $119,990, respectively.   For
the  nine  months ended June 30, 2002 and 2001, expenditures
to   related   parties   totaled  $289,122   and   $487,688,
respectively.

Income From Operations

     Income  from  operations  increased  during  the  three
months  ended  June 30, 2002 by approximately  $211,000,  to
$244,000, and during the nine months then ended decreased by
approximately $326,000, to $419,000, as compared to the same
three  and nine month periods in the previous year  for  the
reasons  indicated above.  Operating margins for  the  three
months  ended June 30, 2002 increased by 2.2%,  to  2.6%  of
sales, and decreased by 0.7%, to 1.6% of sales for the  nine
months then ended in comparison to the respective periods in
fiscal 2001.

Net Interest Expense

     Net interest expense decreased for the three and nine
month periods ended June 30, 2002 by approximately $12,000
and $24,000 respectively, as compared to the same periods in
the previous year, reflecting the effect of lower interest
rates on the Company's bank line of credit.

                                     10
<PAGE>

Gain/(Loss) on Sale of Assets

      During the prior fiscal year's nine month period ended
June  30,  2001, Allstates realized a gain on  the  sale  of
property that the Company co-owned with the Chairman, Joseph
Guido.   The property was sold on January 11, 2001  and  the
proceeds  of the sale were allocated between Mr.  Guido  and
Allstates  WorldCargo.  The Company's  portion  of  the  net
proceeds  after closing costs was $184,005.98,  of  which  a
gain of approximately $153,000 was realized.  The total gain
on  the  sale of assets for the nine months ended  June  30,
2001 was approximately $155,000.

Net Income

     Income before income taxes increased to $186,000 during
the  quarter  ended June 30, 2002 from a loss  of  ($31,000)
during  the  same  period in the prior  year.   The  Company
recorded a provision for taxes of approximately $77,000  for
the quarter ended June 30, 2002 as compared to a tax benefit
of  $41,000 for quarter ended June 30, 2001.  The net profit
amounted  to  approximately $109,000  or  1.2%  of  revenues
during  the  third quarter of Fiscal 2002 versus $10,000  or
0.1% of revenues in the third quarter of Fiscal 2001.

     For  the nine months ended June 30, 2002, income before
income taxes decreased to $250,000 from $742,000 during  the
same  period  in  the  prior year.  The Company  recorded  a
provision for taxes of approximately $104,000 for  the  nine
months ended June 30, 2002 as compared to a tax provision of
$322,000  for  nine  months ended June 30,  2001.   The  net
profit  amounted  to  approximately  $146,000  or  0.6%   of
revenues during the first nine months of Fiscal 2002  versus
a  net  profit of $421,000 or 1.3% of revenues for the  same
period in Fiscal 2001.



Liquidity and Capital Resources

     Net    cash   used   for   operating   activities   was
approximately  $237,000 for the nine months ended  June  30,
2002,  while  cash provided by operations was  approximately
$176,000  for  the nine months ended June 30, 2001.   During
the nine months ended June 30, 2002, cash was primarily used
to  finance the increase in accounts receivable,  offset  by
the  net  income of the Company.  For the nine months  ended
June 30, 2001, cash was primarily provided by the net income
of the Company and a decrease in accounts receivable, offset
by a decrease in accounts payable and a short term loan that
was  extended to an unrelated freight and warehouse services
company.

     At  June  30,  2002,  the Company  had  cash  and  cash
equivalents   of  $421,000  and  net  working   capital   of
$1,507,000,  compared  with cash  and  cash  equivalents  of
$458,000 and net working capital of $1,023,000 respectively,
at  June 30, 2001.  The increase in working capital at  June
30, 2002 over June 30, 2001 is primarily attributable to the
net  income  of  the Company during the prior  twelve  month
period  in  addition to the reclassification of an officer's
loan as a current receivable.

     The  Company's investing activities were  comprised  of
expenditures  for capital equipment, primarily  representing
purchases of computer hardware and software.  For  the  nine
months ended June 30, 2002, capital expenditures amounted to
approximately $84,000.  For the nine months ended  June  30,
2001,   capital   expenditures  amounted  to   approximately
$185,000,  of  which  approximately  $41,000  was   acquired
through  notes  payable.  In March 2001, Allstates  received
proceeds  from  the sale of real estate that  was  partially
owned by the Company totaling approximately $184,000.

     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 (4.75% at June 30, 2002).  The interest rate 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
June   30,   2002,  there  was  $1,100,000  of   outstanding
borrowings on the line of credit.

                                     11
<PAGE>

     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
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; the
effect of litigation; future costs of transportation; future
operating expenses; future margins; any seasonality  of  the
Company's  business; future acquisitions  and  the  effects,
benefits,   results,   terms  or  other   aspects   of   any
acquisition;  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  acts  of
terrorism; 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.


                                     12
<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

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

                                      13


<PAGE>

ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         None

     (b) Reports on Form 8-K

         None


                                      14


<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:    August 14, 2002
        ---------------------------------               ---------------
          Sam DiGiralomo, President and CEO




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


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allstates WorldCargo,
Inc. (the "Company") on Form 10-Q for the period ending
June 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Sam DiGiralomo,
Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

          (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

          (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.


/s/ Sam DiGiralomo

Sam DiGiralomo
Chief Executive Officer
August 14, 2002


                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Allstates WorldCargo,
Inc. (the "Company") on Form 10-Q for the period ending
June 30, 2002 as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Craig D. Stratton,
Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:


          (1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

          (2) The information contained in the Report fairly
presents, in all material respects, the financial condition and
result of operations of the Company.

/s/ Craig D. Stratton

Craig D. Stratton
Chief Financial Officer
August 14, 2002


                                      15