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): August 2,
2006
ALLSTATES WORLDCARGO, INC.
(Exact name of registrant as specified in its charter)
New Jersey 000-24991 22-3487471
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
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)
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 Exchange Act (17 CFR 240.13e-4(c))
Item 5.03 - Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On August 2, 2006, the Company received a Written
Consent in Lieu of a Special Meeting of the
Stockholders of Allstates WorldCargo, Inc. (the
"Written Consent"), signed by the holders of a majority
of the issued and outstanding shares of common stock,
$0001 par value, of Allstates WorldCargo, Inc. (the
"Company"). The actions taken in the Written Consent
will become effective immediately upon the passage of
20 days from the mailing of an Information Statement to
all stockholders of the Company pursuant to Regulation
14C of the Exchange Act of 1934.
The Written Consent resolved that the Company's By-Laws were
to be amended, as described hereinbelow.
Section 3.02
Section 3.02 of the By-Laws of the Company was amended to
read as follows:
3.02 The Board of Directors shall consist of not
less than one nor more than ten directors. The
precise number of Directors within this range
shall be fixed by the Board of Directors each year
before the annual meeting of shareholders. The
Board of Directors immediately following the
adoption of this bylaw shall consist of four
directors.
Prior to the amendment described herein, Section 3.02 of the
By-Laws provided:
3.02 The Board of Directors shall consist of seven
directors.
Section 3.12(b)
Section 3.12(b) of the By-Laws of the Company was amended to
read as follows:
3.12 (b) Vacancies in the Board of Directors
existing for any reason, including vacancies
arising as a result of an increase in the number
of Directors, may be filled by the affirmative
vote of a majority of the remaining Directors then
in office, even if their number is insufficient to
constitute a quorum, or by a sole remaining
Director. A Director so appointed to fill a
vacancy shall hold office until a successor is
elected and qualified at the next annual or
special meeting of the shareholders.
Prior to the amendment described herein, Section 3.12(b) of
the By-Laws provided:
3.12 (b) Vacancies in the Board of Directors
existing for any reason, including vacancies
arising as a result of an increase in the number
of Directors, shall be filled by the affirmative
vote of a majority of the remaining Directors then
in office, even if their number is insufficient to
constitute a quorum, or by a sole remaining
Director, except that upon the increase in the
number of Directors from four to seven members,
following the effective date of these Amended and
Restated Bylaws, the Honorable James D. Clyne,
Superior Court of New Jersey, Ocean County, shall
appoint three individuals to fill the resulting
vacancies. In the event of a deadlock, or a three-
to-three vote, with respect to filling any
vacancy, an independent arbitrator appointed by
the remaining Directors shall select the person to
fill the vacancy or vacancies. A Director so
appointed to fill a vacancy shall hold office
until a successor is elected and qualified at the
next annual meeting of the shareholders, except
that any Director so appointed by Judge Clyne, or
appointed to fill a vacancy arising from the
death, resignation, or removal of such judicial
appointee (or his successor), shall continue from
term to term, and need not stand for re-election.
Section 3.12(c)
Section 3.12(c) of the By-Laws of the Company was amended to
read as follows:
3.12 (c) If a Director resigns from the Board
effective at some future date, the future vacancy
shall be filled by the affirmative vote of a
majority of the Directors then in office,
including the Director who has resigned, even if
their number is insufficient to constitute a
quorum. The term of the newly elected Director
will begin when the resignation becomes effective.
A Director so elected to fill a future vacancy
shall hold office from the effective date of the
predecessor's resignation until a successor is
elected and qualified at the next annual or
special meeting of the shareholders.
Prior to the amendment described herein, Section 3.12(c) of
the By-Laws provided:
3.12 (c) If a Director resigns from the Board
effective at some future date, the future vacancy
shall be filled by the affirmative vote of a
majority of the Directors then in office,
including the Director who has resigned, even if
their number is insufficient to constitute a
quorum. In the event of a deadlock, or a three-to-
three vote, with respect to filling any vacancy,
an independent arbitrator appointed by the
remaining Directors shall select the person to
fill the vacancy or vacancies. The term of the
newly elected or appointed Director will begin
when the resignation becomes effective. A
Director so appointed to fill a vacancy shall hold
office until a successor is elected and qualified
at the next annual meeting of the shareholders,
except that any Director appointed to fill a
vacancy arising from the resignation of any
Director appointed by Judge Clyne pursuant to
Section 3.12(b) hereinabove (or his successor),
shall continue from term to term, and need not
stand for re-election.
Item 8.01 - Other Events
The information presented in Item 5.03 above is incorporated
herein by reference.
The Written Consent resolved that Charles F. Starkey, Alan
E. Meyer, and Joseph Buckelew were removed from the
Company's Board of Directors. The removal was without
cause.
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: August 4, 2006
ALLSTATES WORLDCARGO, INC.
(Registrant)
/s/ Sam DiGiralomo
By: Sam DiGiralomo
Title: President/C.E.O.