U.S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, DC   20549

                              Form 10-K/A
(Mark One)

[x]  ANNUAL  REPORT  UNDER  SECTION 13  0R  15(D)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2002

[ ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(D) OF  THE  SECURITIES
     EXCHANGE ACT FOR THE TRANSITION PERIOD FROM ________ TO ________

                      ALLSTATES WORLDCARGO, INC.
       (Exact Name of Registrant as Specified  In Its Charter)

               New Jersey                22-3487471
             (State or Other       (I.R.S. Identification
             Jurisdiction of               Number)
            Incorporation or
              Organization)

     4 Lakeside Drive South, Forked River, New Jersey       08731
     (Address of Principal Executive Offices)
                                                  (Zip Code)

     7 Doig Road, Suite 3, Wayne, New Jersey
                                                       07470
     (Former address of Principal Executive Offices)   (Zip Code)

                            (609) 693-5950
                     (Issuer's Telephone Number)

Securities  to  be registered pursuant to Section 12(b)  of  the  Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock $.0001 Par Value
                           (Title of Class)

Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of 1934 during the past 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
[ x ]     No [    ]

Indicate by check mark if disclosure of delinquent filers pursuant  to
item  405 of Regulation S-K is not contained herein, and will  not  be
contained,  to  the best of the registrant's knowledge, in  definitive
proxy or information statements incorporated by reference in part  III
of this Form 10-K or any amendment to this Form 10-K [  ]

The  number  of shares of Common Stock outstanding as of December  14,
2002 was 32,509,872 shares.

At  December 14, 2002, the voting stock of the registrant had not been
publicly quoted.



This form 10-K/A is being filed to correct an arithmatic error in Item
12 - "Security  Ownership of Certain Beneficial Owners and Management"
in the  Form  10-K for  the period  ending September 30, 2002 that was
filed on December 27, 2002.


ITEM 12.  SECURITY   OWNERSHIP  OF  CERTAIN  BENEFICIAL   OWNERS   AND
          MANAGEMENT

     The  following table sets forth the beneficial ownership  of  the
Common Stock of the Company as of December 20, 2002 by each person who
was  known  by  the Company to beneficially own more than  5%  of  the
common  stock, by each director and executive officer who owns  shares
of  common  stock  and by all directors and executive  officers  as  a
group:



                                            No. of Shares
 Title   Name and Address                        and         Percent
  of     of Beneficial Owner                  Nature of        of
 Class                                        Beneficial     Class(1)
                                              Ownership

Common   Joseph M. Guido                      18,500,000(2)  56.91%
         4 Lakeside Drive South
         Forked River, NJ   08731

Common   Sam DiGiralomo                           4,850,000  14.92%
         7 Doig Road, Suite 3
         Wayne, NJ   07470

Common   Barton C. Theile                           500,000   1.54%
         4 Lakeside Drive South
         Forked River, NJ   08731

Common   Craig D. Stratton                          200,000   0.62%
         4 Lakeside Drive South
         Forked River, NJ   08731

All Officers and Directors as a Group            24,200,000  73.98%

__________________
(1)    Based  upon 32,509,872 shares outstanding as of   December  20,
2002.

(2)   Comprised of 18,250,000 shares owned by Joseph Guido and 250,000
shares owned by Teresa Guido, wife of Joseph Guido.