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.