UNITED STATES SECURITIES
                  AND EXCHANGE COMMISSION

                      WASHINGTON, D.C.

                          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): June 27, 2006

                 ALLSTATES WORLDCARGO, INC.
   (Exact name of registrant as specified in its charter)






         New Jersey                 000-24991               22-3487471
 (State or other jurisdiction  (Commission File Number)  (IRS Employer
     of incorporation)                                  Identification No.)




4 Lakeside Drive South, Forked River, New Jersey 08731
  (Address of principal executive offices)

                609-693-5950
(Registrant's telephone number, including area code)

           Check the appropriate box below if the Form 8-K filing is intended
           to simultaneously satisfy the filing obligation of the registrant
           under any of the following provisions (see General Instruction A.2.
           below):

           [ ] Written communications pursuant to Rule 425 under the
           Securities Act (17 CFR 230.425)

           [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
           Act (17 CFR 240.14a-12)

           [ ] Pre-commencement communications pursuant to Rule 14d-
           2(b)( under the Exchange Act (17 CFR 240.14d-2(b))

           [ ]  Pre-commencement communications pursuant to Rule 13e-4(c)
           under the Excahnge Act (17 CFR 240.13e-4(c))



           Item 8.01   Other Events

           At a duly scheduled meeting of the Board of Directors (the
           "Board") of Allstates WorldCargo, Inc. (the "Company") held on
           June 27, 2006, the Board unanimously adopted a resolution
           effectuating the following actions:

                1.    Eliminating the office of Chairman
                (sometimes referred to as Chairman of the
                Board);

                2.    Creating the title of Chairman Emeritus;

                3.    Appointing Joseph M. Guido (former
                Chairman of the Company) the title Chairman
                Emeritus;

                4.    Establishing that the authority, powers
                and duties of  the Chairman Emeritus shall be
                limited to such authority, powers and duties as
                may be specifically enumerated by the Board as
                and when it sees fit; and

                5.    Resolving that, by consent of Mr. Guido
                and the Company, the Employment Agreement
                between Mr. Guido and the Company is deemed
                amended solely to reflect Mr. Guido's new status
                and title, and further resolving that such
                consensual change shall not give rise to any
                remedy thereunder;


                 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  thereunto   duly authorized.



           Dated as of:  July 5, 2006


                                                 ALLSTATES WORLDCARGO, INC.
                                                 (Registrant)

                                                  /s/ Sam DiGiralomo

                                                  By: Sam DiGiralomo
                                                  Title: President/C,E,O,