SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 1999 ALLSTATES WORLDCARGO, INC. (Exact name of registrant as specified in charter) New Jersey 000-24991 22-3487471 (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 7 Lakeside Drive South Forked River, New Jersey 08731 (Address of principal executive offices) AUDIOGENESIS SYSTEMS, INC. 7 Doig Road, Suite 3 Wayne, New Jersey 07470 (Former name and former address if changed since last report) Registrant's telephone number, including area code (609) 693-5950 ITEM 5. OTHER EVENTS - --------------------- Effective November 30, 1999, Registrant changed its name from Audiogenesis Systems, Inc. to Allstates Worldcargo, Inc. A copy of the Certificate of Amendment to the Certificate of Incorporation changing the name is attached as an exhibit. The principal office of Registrant is now located at 4 Lakeside Drive South, Forked River, New Jersey, 08731. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - --------------------------------------------- c. Exhibit 10.09 - Certificate of Amendment to the Certificate of Incorporation of Registrant changing the name of the corporation from Audiogenesis Systems, Inc. to Allstates Worldcargo, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Allstates Worldcargo, Inc. /s/ Sam DiGiralomo DATED: November 30, 1999 By: Sam DiGiralomo President CERTIFICATE OF AMENDMENT FILED BY THE SHAREHOLDERS TO THE CERTIFICATE OF INCORPORATION November 4, 1999 OF AUDIOGENESIS SYSTEMS, INC. State Treasurer To: Secretary of State State of New Jersey Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3) of the New Jersey Business Corporation Act, AUDIOGENESIS SYSTEMS, INC. (the Corporation) adopts the following Certificate of Amendment to its Certificate of Incorporation which changes the corporate name from AUDIOGENESIS SYSTEMS, INC. to ALLSTATES WORLDCARGO, INC. 1. The name of the corporation is AUDIOGENESIS SYSTEMS, INC. 2. The following Amendment to the Certificate of Incorporation was adopted by the Shareholders of the Corporation effective July 7, 1999. Article 1 of the Certificate of Incorporation is amended to read as follows: The name of the corporation is ALLSTATES WORLDCARGO, INC. 3. The number of shares of the Corporation entitled to vote on the Amendment is 14,109,872. 4. The number of shares which voted in favor of the Amendment was 8,410,000. The number of shares which voted against the Amendment was zero. 5. This Amendment to the Certificate of Incorporation of the Corporation is to become effective on November 15, 1999. Dated: October 26, 1999 AUDIOGENESIS SYSTEMS, INC. By: /s/ Sam DiGiralomo Sam DiGiralomo, President