UNITED STATES SECURITIES AND EXCHANGE COMMISION

                             WASHINGTON, D.C. 20549

                                   FOR 10-QSB

                  ANNUAL REPORT PURSUANT TO SECTION13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Six Months Ended June 30, 2001

                       Commission File Number: 33-9640-LA

                      Logistics Management Resources, Inc.

                (Exact Name of Issuer as Specified in it Charter)

          COLORADO                                   68-0133692
(State or Other Jurisdiction           (IRS Employer Identification Number)
incorporation or organization)

          10602 Timberwood Circle, Suite #9, Louisville, Kentucky 40223

                    (Address of Principal Executive (Offices)

                                  502-339-4000

              (Registrant's Telephone Number, Including Area Code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) or the Exchange Act 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.

There were 35,156,013 shares of the Registrant's common stock issued at August
16, 2001 with 14,034,753 restricted with an estimated float of 21,037,933.


<PAGE>

                              U.S. TRUCKING, INC.
                                   FORM 10-QSB
                                      INDEX


PART I:   FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

          CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2001 AND
          DECEMBER 31, 2000

          CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE SIX MONTHS
          ENDED JUNE 30, 2001 AND 2000

          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS
          ENDED JUNE 30, 2001 AND 2000

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PART II:  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

ITEM 2.   CHANGES IN SECURITIES

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.   EXHIBITS AND REPORTS ON FORM 8-K



<PAGE>

PART I:   FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS



               Logistics Management Resources, Inc. and Subsidiary

                           F.T.A. U.S. Trucking, Inc.

                        Consolidated Financial Statements

                                  June 30, 2001




<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Index to the Consolidated Financial Statements
                                  June 30, 2001



<TABLE>
<CAPTION>
                                                                                                       Page



<S>                                                                                                       <C>
Accountants' Report on the Financial Statements..................................................         1

Financial Statements

     Consolidated Balance Sheets.................................................................        2-3

     Consolidated Statements of Operations.......................................................         4

     Consolidated Statements of Cash Flows.......................................................        5-6

     Notes to the Consolidated Financial Statements..............................................       7-14
</TABLE>



<PAGE>



               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                           Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                                  June 30,      December 31,
                                                                                     2001           2000
                                                                               --------------   ------------
                                                  Assets
                                    Current Assets
<S>                                                                                <C>            <C>
                                              Cash                                $   10,143   $     --
                 Accounts receivable, net of allowance for doubtful accounts of
                           $15,287 and $0, respectively                            1,393,288         --
         Unbilled accounts receivable                                                105,944         --
         Employee advances                                                            49,700         --
         Inventory                                                                   162,000      162,000
                                                                                  ----------   ----------
                                    Total Current Assets                           1,721,075      162,000
Property and equipment, at cost less accumulated depreciation of $3,191 and
                           $244, respectively                                         83,368          975
Restricted cash                                                                       16,418         --
Deposits                                                                              51,998         --
Prepaid expenses                                                                   2,061,737         --
Goodwill, net of accumulated amortization of $6,421 and $0, respectively             250,523         --
Debt issuance costs, net of accumulated amortization of $72,502 and
                           $43,522, respectively                                      51,214       80,195
                                                                                  ----------   ----------
                                    Total Assets                                  $4,236,333   $  243,170
                                                                                  ==========   ==========



See notes to the consolidated financial statements.



                                       2

<PAGE>

               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                     Consolidated Balance Sheets (Continued)


                            Liabilities and Stockholders' Equity
                                     Current Liabilities
                                    Cash overdraft                       $     86,276    $     29,688
                                       Accrued expenses                       737,157         260,477
                                       Accrued interest                     3,042,086       1,728,731
                                         Due to factor                      1,018,119            --
                                     Due to related party                     693,666         317,820
                                    Convertible debentures                  4,405,000       4,405,000
                          Net liabilities of discontinued operations       13,209,298      13,422,749
                                                                         ------------    ------------
                                  Total Current Liabilities                23,191,602      20,164,465

                             Long-term debt, net current portion            3,635,959       2,459,599
                                                                         ------------    ------------
                                                    Total Liabilities      26,827,561      22,624,064


                                Commitments and contingencies

Stockholders' Equity
         Preferred stock, no par value; (10,000,000 shares authorized)
                  Series A (99,000 shares outstanding)                            132             132
                  Series B (2,000 shares outstanding)                       2,000,000       2,000,000
                  Series C (50,000 shares outstanding)                         15,000          15,000
                  Series D (950 shares outstanding)                           950,000         950,000
                  Series E (2,300 shares outstanding)                       2,300,000       2,300,000
         Common stock, no par value; 75,000,000 shares authorized,
                  31,714,467 shares issued and outstanding                       --              --
         Treasury stock                                                       (68,401)           --
         Subscription receivable                                             (906,788)       (906,788)
         Additional paid-in capital                                        15,571,006      12,197,922
         Accumulated (deficit)                                            (42,452,177)    (38,937,160)
                                                                         ------------    ------------

         Total Stockholders' Equity (Impairment)                          (22,591,228)    (22,380,894)
                                                                         ------------    ------------
       Total Liabilities and Stockholders' Equity                        $  4,236,333    $    243,170
                                                                         ============    ============
</TABLE>

See notes to the consolidated financial statements.


                                       3
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                                            Three Months                       Six Months
                                                            Three Months        Ended         Six Months       Ended June
                                                               Ended        June 30, 2000     Ended June        30, 2000
                                                           June 30, 2001     (Restated)        30, 2001        (Restated)
                                                           ---------------  --------------   --------------   --------------
                 Continuing Operations:
<S>                                                         <C>               <C>           <C>               <C>
Net Revenue                                              $  2,365,232    $       --      $  4,070,921    $       --
Operating Expenses
                  Purchased transportation and rentals      2,165,718            --         3,624,164            --
                  Other operating costs                        48,308            --            48,813            --
                  Insurance and claims                         43,357            --            44,091            --
                  Depreciation and amortization                17,669         123,646          38,349         197,380
                  Taxes and licenses                             --                 4            --             1,512
                  Salaries, wages and benefits                238,807          51,452         261,832         101,442
                  Occupancy costs                                 372           9,320          17,882          19,892
                  Administrative expenses                   1,623,569         395,888       2,214,137         672,754
                                                         ------------    ------------    ------------    ------------
                           Total Operating Expenses         4,137,800         580,310       6,249,268         992,980
Net Operating Loss before Discontinued
         Operations                                        (1,772,568)       (580,310)     (2,178,347)       (992,980)
Discontinued Operations:
                  Loss on disposal of discontinued
operations                                                    (28,738)     (5,266,904)        (14,649)     (4,766,952)
                                                         ------------    ------------    ------------    ------------
Net (Loss) before Other Income and Expense                 (1,801,306)     (5,847,214)     (2,192,996)     (5,759,932)
         Interest income                                         --               944            --            22,247
         Interest expense                                    (694,430)        (62,687)     (1,322,021)       (111,541)
                                                         ------------    ------------    ------------    ------------
Net (Loss) before Income Taxes                             (2,495,736)     (5,908,957)     (3,515,017)     (5,849,226)
Provision for (Benefit from) Income Taxes                        --           (22,300)           --              --
                                                         ------------    ------------    ------------    ------------
Net (Loss)                                               $ (2,495,736)   $ (5,886,657)   $ (3,515,017)   $ (5,849,226)
                                                         ============    ============    ============    ============
Earnings (Loss) Per Common Share
         (Loss) from continuing operations               $      (0.39)   $      (0.06)   $      (0.56)   $      (0.11)
         (Loss) from discontinued operations                    (0.01)          (0.52)           --             (0.47)
                                                         ------------    ------------    ------------    ------------
         Basic and diluted earnings per share            $      (0.40)   $      (0.58)   $      (0.56)   $      (0.58)
                                                         ============    ============    ============    ============

Weighted Average Number of Common Shares Outstanding        6,292,527      10,101,544       6,292,527      10,101,544
                                                         ============    ============    ============    ============
</TABLE>



See notes to the consolidated financial statements.



                                       4
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                      Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                                   Six Months      Six Months
                                                                                                      Ended
                                                                                     Ended        June 30, 2000
                                                                                 June 30, 2001     (Restated)
                                                                                 ---------------  --------------
                           Cash Flows From Operating Activities
                                       Continuing Operations
<S>                                                                              <C>            <C>
                                          Loss before income taxes               $(3,500,368)   $(1,082,274)

                       Adjustments to Reconcile Net Loss to Net Cash Used By
                  Operating Activities
                  Depreciation and amortization expense                               38,349        197,380
                  Provision for doubtful accounts                                     14,979          7,000
                  Issuance of common stock for services rendered                   3,137,459           --
                  Issuance of common stock for purchase of business                  180,000           --
         (Increase) in Assets
                  Accounts receivable                                             (1,393,288)          --
                  Unbilled accounts receivable                                      (105,944)          --
                  Employee advances                                                  (49,700)          --
                  Restricted cash                                                    (16,418)          --
                  Prepaid expenses                                                (2,061,737)          --
         Increase in Liabilities
                  Cash overdraft                                                      56,588           --
                  Accrued expenses                                                   622,317           --
                  Accrued interest                                                 1,313,355           --
                  Due to factor                                                    1,018,119           --
                                                                                 -----------    -----------
         Net Cash Used in Continuing Operations                                     (746,289)      (877,894)
                                                                                 -----------    -----------

         Discontinued Operations
                  Loss (income) before income taxes                                  (14,469)    (4,766,952)
                  Adjustments to Reconcile Net (Loss) to Net Cash Used
By Operating Activities
                  (Increase) in net assets of discontinued operations                   --       (1,614,057)
                  (Decrease) in net liability of discontinued operations            (213,451)          --
                                                                                 -----------    -----------
                           Net Cash Used in Discontinued Operations                 (227,920)    (6,381,009)
                                                                                 -----------    -----------
                           Net Cash Used in Operating Activities                    (974,209)    (7,258,903)
                                                                                 -----------    -----------

Cash Flows From Investing Activities
                  Purchases of equipment                                             (85,340)          --
                  Acquisition of business                                           (256,944)          --
                  Purchase of treasury stock                                        (118,401)          --
                  Sale of treasury stock                                              50,000           --
                                                                                 -----------    -----------
                           Net Cash Provided By (Used in) Investing Activities   $  (410,685)   $      --
                                                                                 -----------    -----------
</TABLE>

See notes to the consolidated financial statements.


                                       5
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
                                                                                                      Six Months
                                                                                      Six Months         Ended
                                                                                        Ended        June 30, 2000
                                                                                    June 30, 2001     (Restated)
                                                                                    ---------------  --------------
<S>                                                                                  <C>            <C>
                           Cash Flows from Financing Activities
                                 Net proceeds from related parties                   $   270,675    $   186,023
                 Proceeds from sale of common stock and additional paid in capital       (51,998)          --
                                Principal payments on long-term debt                        --       (2,928,582)
                                 Issuance of convertible debentures                         --        6,560,296
                               Proceeds from long-term debt financing                  1,176,360      3,554,671
                                                                                     -----------    -----------
                                  Net Cash Provided By Investing Activities            1,395,037      7,372,408
                                                                                     -----------    -----------

                                   Net Increase in Cash                                   10,143        113,505
                                Cash at beginning of period                                 --        1,057,719
                                                                                     -----------    -----------
                                   Cash at end of period                             $    10,143    $ 1,171,224
                                                                                     ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for:
                  Interest expense                                                   $     8,745    $     1,739
                                                                                     ===========    ===========
                  Income taxes                                                       $      --      $      --
                                                                                     ===========    ===========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

In June, 2000, 9,000,000 shares of common stock were issued for the retirement
of 900,000 shares of Series A preferred stock valued at $630.

<TABLE>
<CAPTION>
During the first quarter of 2000, LMRI acquired the business operations of
Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc.

<S>                                                                                        <C>
              Fair value of assets acquired                                                $   3,531,347
              Fair value of liabilities assumed                                                4,399,649
              Goodwill recognized                                                              2,606,125
              Cash paid                                                                        534,698
              Value of common stock issued                                                     1,026,782

During the first quarter of 2001, LMRI acquired the business operations of
Trans-Logistics, Inc.

              Fair value of assets acquired                                                 $  271,667
              Fair value of liabilities assumed                                                258,475
              Goodwill recognized                                                              256,944
              Cash due to sellers                                                              90,137
              Value of common stock issued                                                     180,000
</TABLE>

During the six months ended June 30, 2001, LMRI issued 11,950,764 shares of
common stock for services rendered valued at $3,137,459, of which $784,365 was
expensed during the period.




See notes to the consolidated financial statements.


                                       6



<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements

Note 1 - General and Summary of Significant Accounting Policies

          (A) Nature of Business

               On September 8, 1998, U. S. Trucking, Inc., a Nevada corporation
          ( U. S. Trucking - Nevada), was acquired by Northern Dancer
          Corporation (Northern Dancer), a non-operating public shell, through
          the exchange of 100% of the issued and outstanding shares of Northern
          Dancer's common stock for approximately 96% of the outstanding shares
          of U. S. Trucking - Nevada's common stock. Northern Dancer's legal
          name was changed to U. S. Trucking, Inc. (U. S. Trucking). The
          acquisition is considered to be a capital transaction, in substance
          equivalent to the issuance of stock by U. S. Trucking - Nevada for the
          net monetary assets of Northern Dancer, accompanied by a
          recapitalization of U. S. Trucking - Nevada.

               U. S. Trucking - Nevada was formed by U. S. Transportation
          Systems, Inc. (USTS) as a wholly owned subsidiary. As part of the
          transaction to acquire Gulf Northern, Inc., 25% of the U. S. Trucking
          - Nevada's common stock was transferred to Gulf Northern's parent
          (Logistics Management, LLC). The remaining 75% was conveyed to
          Logistics Management, LLC during 1998.

               The Company's corporate headquarters are located in Louisville,
          Kentucky.

               On November 30, 2000, UST Logistics, Inc., Mencor, Inc., Prostar,
          Inc. and Gulf Northern Transport, Inc., LMRI's four operating
          subsidiaries, filed voluntary petitions for reorganization under
          Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
          Court, Middle District of Florida, Jacksonville Division.

               Prior to December 31, 2000 the Company terminated its auto
          liability insurance business.

               LMRI's prospective principal business is to provide for the
          transportation needs of clients through "Total Logistics Management,"
          which includes managing clients' domestic and international trucking,
          load matching, consolidation and warehousing requirements.

               On January 29, 2001, the Company held a Special Stockholders'
          Meeting to vote on a corporate name change and reverse split of the
          Company's common stock. The Company's Board of Directors approved the
          change of the Company's name to Logistics Resources Management, Inc.
          At the Special Stockholders' Meeting, stockholders approved the name
          change and reverse split of the shares of the Company's common stock
          on a 1 for 100 basis. The record date for the reverse split was
          February 12, 2001. The Company also changed its symbol on the Over The
          Counter Bulletin Board to "LMRI" to reflect its new name.

          Effective January 1, 2001, the Company purchased all of the issued and
          outstanding common stock of Trans-Logistics, Inc., a Florida
          corporation. The Company purchased one hundred percent of
          Trans-Logistics' issued and outstanding common stock at the price of
          $80,000, plus, four times Trans-Logistics' gross brokerage commissions
          for the period of October 1, 2001 to December 31, 2001, plus, any
          accounts receivable (after adjusting for accounts payable) less any
          payments by the Company of the assumption of liabilities with Atech
          Commercial Corp. in excess of $120,000. The consideration shall be
          paid by the transfer of $40,000 in cash, 18,000 shares of the
          Company's common stock (which must be registered for sale on or before
          June 30, 2001), the transfer of stock of the Company's common stock no
          later than April 15, July 15 and October 15, 2001 equal to the gross
          brokerage commission




                                       7
<PAGE>

               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements

Note 1 - General and Summary of Significant Accounting Policies (Continued)

          (A)  for those respective quarters and the balance of the purchase
               price shall be paid after an audit of Trans-Logistics for the
               2001 fiscal year and paid in shares of the Company's common
               stock.

          (B)  Basis of Presentation

                  The accompanying balance sheets and related statement of
            operations and cash flows for the six months ended June 30, 2001,
            include the activities of L.M.R.I. and its wholly owned subsidiary
            Trans-Logistics, Inc.

          (C)  Revenue Recognition

                  During 2001, the Company changed its revenue recognition
            policy to record revenue at the time freight is picked up at the
            customer's site.

          (D)  Earnings Per Share

               Basic earnings per share are computed by dividing net income
            available to common shareholders by the weighted average number of
            common shares outstanding during the year. Diluted earnings per
            share are calculated by combining weighted average number of common
            shares outstanding and potentially dilutive common share equivalents
            unless the effect of doing so is anti-dilutive. Common equivalent
            shares have been excluded from the 2000 computation of diluted EPS
            since their effect is anti-dilutive.

                  The weighted average number of shares for the period ending
            June 30, 2001 and 2000 was 6,292,527 and 10,101,544, respectively.

          (E)  Fair Value of Financial Instruments

                  The fair values of cash, accounts receivable, accounts payable
            and other short-term obligations approximate their carrying values
            because of the short maturity of these financial instruments. The
            carrying values of the Company's long-term obligations at June 30,
            2001 and December 31, 2000 consisting of anticipated liabilities
            relating to it's discontinued auto insurance business are payable
            over approximately 30 months without interest. Accordingly, the
            obligation has been subjected to a present value discount applying
            an interest rate factor of 10% which represents the rate available
            to the Company. In accordance with Statement of Financial Accounting
            Standards No. 107, "Disclosure About Fair Value of Financial
            Instruments," rates available at balance sheet dates to the Company
            are used to estimate the fair value of existing debt.

          (F)  Cash and Equivalents

                  Cash and equivalents represent cash and short-term highly
            liquid investments with original maturities of six months or less.
            The Company places its cash and equivalents with high credit quality
            financial institutions which may exceed federally insured amounts at
            times.






                                       8
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements

Note 1 - General and Summary of Significant Accounting Policies (Continued)

          (G)  Debt Issuance Costs

                  Debt issuance costs are recorded at cost and are being
            amortized over the term of the related obligations or their
            conversion, if sooner, using the effective interest method.
            Accumulated amortization was $72,502 at June 30, 2001 and $43,522 at
            December 31, 2000.

          (H)  Income Taxes

               The Company utilizes Statement of Financial Accounting Standards
            No. 109 ("SFAS 109"), "Accounting for Income Taxes," which requires
            an asset and liability approach to financial accounting and
            reporting for income taxes. The difference between the financial
            statement and tax basis of assets and liabilities is determined
            annually. Deferred income tax assets and liabilities are computed
            for those temporary differences that have future tax consequences
            using the current enacted tax laws and rates that apply to the
            periods in which they are expected to affect taxable income. In some
            situations, SFAS 109 permits the recognition of expected benefits of
            utilizing net operating loss and tax credit carry forward. Valuation
            allowances are established based upon management's estimate, if
            necessary. Income tax expense is the current tax payable or
            refundable for the period plus or minus the net change in the
            deferred tax assets and liabilities.

          (I)  Use of Estimates

               The preparation of financial statements in conformity with
            Generally Accepted Accounting Principles requires management to make
            estimates and assumptions that affect the reported amounts of assets
            and liabilities and disclosure of contingent assets and liabilities
            at the date of the financial statements and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

          (J)  Reclassifications

               Certain reclassifications were made to prior period financial
          statement presentations to conform with current period presentations.

          (K)  Inventory

               Inventory consists of transportation equipment held for resale.

          (L)  Property and Equipment

               Depreciation is provided for in amounts sufficient to relate the
          cost of depreciable assets to operations over their estimated service
          lives. Accelerated methods of depreciation are followed for tax
          purposes and the straight-line method is used for financial reporting
          purposes.

          (M)  Intangible Assets

               Intangible assets include goodwill which is amortized on a
          straight-line basis over ten years. Also included are deferred
          financing and debt issuance costs which are amortized on a
          straight-line basis over periods ranging from three to five years.



                                       9
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements


Note 2 - Equipment

       Equipment at cost, less accumulated depreciation, consists of the
following:

<TABLE>
<CAPTION>
                                                                                                               December 31,
                                                                                             June 30, 2001         2000
                                                                                           ----------------   ----------------
<S>                                                                                      <C>               <C>
                                         Office Equipment                                $     86,560      $       1,219
                                  Less accumulated depreciation                                 3,192               244
                                                                                           ----------------   ----------------
                                                   Total                                 $     83,368      $        975
                                                                                           ================   ================
</TABLE>

       Depreciation expense charged to operations for the six months ended June
    30, 2001 and 2000 was $2,948 and $39,476, respectively.

Note 3 - Convertible Debentures

       During 2000, the Company issued $4,650,000 of 10% convertible debentures
    due May 31, 2002. The Company received proceeds of $4,502,000 , net of
    $148,000 of debt issuance costs. The debt issuance costs are being amortized
    over the life of the debentures and $28,980 and $0 was amortized during the
    six months ended June 30, 2001 and 2000, respectively.

       The holders of the debentures are entitled, at their option, to convert
    at any time, all or any part of the principal amount of the debentures plus
    accrued interest.

    The price per share of Common Stock into which the debentures are
    convertible is the higher of $1.50 or the lower of 80% of the average
    closing bid price of the Common Stock quoted on the OTC Bulletin Board for
    three trading days preceding the conversion date or $2.37 per share. In no
    event will the conversion price be less than $1.50 per share.

Note 4 - Acquisitions

       Effective January 2, 2001, the Company purchased all of the issued and
    outstanding common stock of Trans-Logistics, Inc., a Florida corporation.
    The Company purchased one hundred percent of Trans-Logistics' issued and
    outstanding common stock at the price of $80,000, plus, four times
    Trans-Logistics' gross brokerage commissions for the period of October 1,
    2001 to December 31, 2001, plus, any accounts receivable (after adjusting
    for accounts payable less any payments by the Company of the assumption of
    liabilities with Atech Commercial Corp. in excess of $120,000. The
    consideration shall be paid by the transfer of $40,000 in cash, 180,000
    shares of the Company's common stock (which must be registered for sale on
    or before June 30, 2001), the transfer of stock of the Company's common
    stock no later than April 15, July 15 and October 15, 2001 equal to the
    gross brokerage commission for those respective quarters and the balance of
    the purchase price shall be paid after an audit of trans-Logistics for the
    2001 fiscal year and paid in shares of the Company's common stock.
    Allocation of the purchase price is preliminary and will be finalized upon
    resolution of the aforementioned contingencies. Pro-forma financial activity
    for six months ended June 30, 2000 is required since Trans-Logistics, Inc.
    commenced operations effective April 28, 2000.



                                       10
<PAGE>

               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements

Note 4 - Acquisitions (Continued)

       An allocation of the purchase price is as follows:

                                                           Trans-Logistics
                                                           -----------------
                   Assets
 Cash and other Current Assets                         $   3,055
 Accounts receivable                                       268,612
 Goodwill                                                  256,945
                                                           -----------------
                   Total                               $   525,557
                                                           =================


                   Liabilities Assumed and Equity
 Liabilities assumed                                   $   258,475
 Liability to sellers                                      90,137
 Common stock                                              180,000
                                                           -----------------
                   Total                               $   528,612
                                                           =================


Note 5 - Discontinued Operations

On November 30, 2000, the Company's four operating subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy Code. The
Company is liable as a guarantor on certain indebtedness of its former
subsidiaries. The Company is liable for obligations as to which it is a primary
or secondary guarantor relating to its former subsidiaries, which have filed
voluntary petitions for reorganization, and terminated its auto liability
insurance business. Resultant estimated guarantee obligations are comprised of
the following:

General Electric Capital Corporation

On November 27, 2000, Gulf Northern Transport, Inc., Prostar, Inc., U.S.T.
Logistics, Inc. , as borrowers, and LMRI, as a guarantor, entered into a
Restructure Agreement with respect to certain financing arrangements pursuant to
a loan and security agreement dated December 22, 1998 between the borrowers and
General Electric Capital Corporation. Pursuant thereto, the Company estimates
its liability to be $10,440,408. As of May 15, 2001, the Company was in default
as to its obligations under the Restructure Agreement.

Captive Insurance Program

Prior to December 31, 2000, the Company terminated its auto insurance business
and has been advised by counsel that its maximum exposure may be $1,414,492. The
Company contemplates satisfying this liability at the rate of $50,000 per month
commencing in July 2001. The present value of this obligation, applying a 10%
effective interest rate, amounts to $1,203,657.




                                       11

<PAGE>




               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements

Note 5 - Discontinued Operations (Continued)

Equipment Financing Arrangements

The Company is a guarantor as to certain equipment and leases of its former
subsidiaries. The Company estimates its gross liability to be $3,316,915
pursuant to these financing arrangements and the realizable value of the related
collateral to be $2,484,000 resulting in an estimated guarantee obligation of
$832.915.

Other guaranteed obligations ranging from payroll taxes, delinquent rents and
delinquent vendor payables total $732,318.

Note 6 - Preferred Stock

During 2000, the Company exchanged 900,000 shares of its Preferred Series A
shares for 9,000,000 shares of Common Stock. On February 1, 1999, the Company
entered into three stock exchange agreements whereby a total of 9,990,000 shares
of Common Stock were exchanged for 999,000 of Series A Preferred Stock. The
value of the shares was determined to be $762 and such amount was deducted from
additional paid-in capital. Each share of Series A Preferred Stock is entitled
to ten votes and will vote together with the holders of the Common Stock.
Pursuant to this agreement, each share of Series A Preferred Stock may be
exchanged for ten shares of Common Stock as follows: one fifth of the shares
upon he Company's reporting revenues of $31 million or more for any fiscal year
or shorter period in a report filed on Form 10-KSB or any appropriate Securities
and Exchange Commission filing; an additional one-fifth if revenues are at or
above $41 million; an additional one fifth if revenues are at or above $51
million; an additional one-fifth if revenues are at or above $61 million; and
the balance if revenues are at or above $71 million.

Based upon the revenues reported in the accompanying consolidated financial
statements, 40% of the Series A Preferred Stock are eligible to be exchanged for
Common Stock.

Note 7 - Related Party Transactions

Amounts due to related party amount to $693,666 as of June 30, 2001 and $317,820
at December 31, 2000 consist of amounts borrowed by the Company from entities
with similar ownership interests. Amounts outstanding bear no interest and
repayment is expected on the short term, if cash flows are available.

Note 8 - Going Concern

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

As shown in the accompanying financial statements, the Company incurred a net
loss of $(3,515,017) for the six months ended June 30, 2001 and, as of that
date, had a working capital deficiency of $(21,470,527) and a net worth
deficiency of $(22,591,228). Also, as discussed at Note 1, on November 30, 2000,
the Company's four operating subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code and, as described at Note
6, the Company is liable as a guarantor on certain indebtedness of it's former
subsidiaries.

The Company's ability to generate sufficient proceeds from prospective
operations, debt or equity placements is uncertain. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.



                                       12
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements


Note 8 - Going Concern (Continued

Management's plans for prospective operations are described at Note 1.
Management is continuing its efforts to arrange for the placement of sufficient
debt or equity to alleviate the above described conditions.

Note 9 - Commitments and Contingencies

  Stock Activity:

During 2000, LMRI issued a total of 7,800,000 shares of common stock to several
companies and individuals as collateral in connection with contingent
transactions. In 2000, the 7,800,000 shares were issued to a majority
stockholder for its guaranty as to the Company's Restructure Agreement with
General Electric as discussed in Note 6.

During 2000, 1,500,000 shares of common stock were issued as collateral to a
preferred stockholder but not considered issued and outstanding.

Operating Leases:

In February, 2000, the Company leased 4,000 square feet of space in Mt.
Pleasant, South Carolina to house its corporate office and brokerage operations.
The lease calls for monthly payments of $6,380 and is for a term of 12 months.
Upon the Chapter 11 filing of its former subsidiaries, the corporate offices
were moved to Louisville, Kentucky. The South Carolina lease expires in
February, 2001.

  Employment Agreements:

Commencing September 9, 1998, the Company entered into an employment agreement
with its President and Chief Executive Officer, for a term of five years. The
agreement provides for an annual salary of $105,000 with annual increases of not
less than 3%, as well as an automobile allowance for business travel.

The above employment agreement is terminable by the Company for certain
specified reasons including disability, fraud, felony conviction or substance
abuse. There are also certain noncompete covenants to be maintained during the
contract period. Breach of such covenants could lead to dismissal.

  Indemnity Agreements:

The Company's President, Vice President and another guarantor of the Company's
obligations have provided guarantees of certain obligations of the Company and
its former subsidiaries. As a result, on January 30, 1997, and as renewed on May
3, 1999, the Company entered into an Indemnity Agreement with these parties, to
hold them harmless against any loss or liability related to or arising from the
Company and its former subsidiaries.





                                       13
<PAGE>


               Logistics Management Resources, Inc. and Subsidiary
                           F.T.A. U.S. Trucking, Inc.
                 Notes to the Consolidated Financial Statements

Note 9 - Commitments and Contingencies (Continued)

  Payroll Obligation:

The Company is contingently liable for $223,107 relating to its former
subsidiaries in bankruptcy. The outstanding obligations arise from insufficient
funds that were not provided to a payroll service for the subsidiaries'
employees' payroll and expenses paid. The Company is responsible as a guarantor
of these obligations if subsidiary assets are not sufficient to pay creditors.

  Health Claims:

The Company is contingently liable for $247,327 of former subsidiaries'
employees health insurance claims no longer financed by the subsidiaries. It is
uncertain if the claims will be pursued for payment, and as a result, the
potential claims have not been accrued within the accompanying financial
statements.

  Legal Proceedings:

Stock Registration Rights Dispute - In September 2000, an entity filed legal
action against the Company alleging a breach of obligation under a stock
registration rights agreement. The Company has responded stating it has
performed its best efforts to uphold the agreement and has committed no
wrongdoing. The stockholder is seeking damages of $300,000. The Company has
provided a $135,000 reserve in its estimated liabilities although final outcome
of this litigation is uncertain and undeterminable at this time.

Southtrust Bank filed suit against the Company and certain affiliates for $2.8
million. The suit, claims the Company and certain affiliates defaulted on
certain guarantees relating to the purchase of 66% of Professional
Transportation Group by Logistics Management LLC. the Company contends that it
was improperly served and a judgment was granted against the Company and certain
affiliates. The Company has filed a Supplement To Motion To Set Aside Entry of
Default in this matter and intends to aggressively defend against this action.
In addition the Company believes it has counterclaims in this matter.

AllStates World Cargo filed suit against the Company and its chairman for
$678,000. The suit claims the Company and the chairman defaulted on certain
business guarantees related to the acquisition of Trans-Logistics as of January
1, 2001. The Company and the chairman have filed an answer in this matter and
intend to defend these matters vigorously. The Company and the chairman believe
they have significant counterclaims in this matter.

Note 10 - Subsequent Events

Effective July 1, 2001 the Company and Trans-Logistics, Inc. agreed to rescind
and cancel the terms of conditions of the acquisition agreement for all of the
issued and outstanding common stock of Trans-Logistics, Inc. entered into as of
January 1, 2001. In connection thereto, the Company has agreed to reimburse
Trans-Logistics, Inc. $150,000 and/or to deliver 1,000,000 of its common shares.




                                       14
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The following analysis of the Company's financial condition as of June
30, 2001 and the Company's results of operation for the six month periods ended
June 30, 2001 and 2000 should be read in conjunction with the Consolidated
Financial Statements, including the footnotes, and it should be understood that
this discussion is qualified in its entirety by the foregoing and other, more
detailed financial information appearing elsewhere herein.
Historical results of operations and the percentage relationships among any
amounts included in the Consolidated Statement of Operations, and any trends
which may appear to be inferable therefrom, should not be taken as being
necessarily indicative of trends of operations or results of operations for any
future periods.

         These and other statements, which are not historical facts, are based
largely on current expectations and assumptions of management and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements.
Assumptions and risks related to forward-looking statements, include that we are
pursuing a growth strategy that relies in part on the completion of acquisitions
of companies in the non-asset based logistics segment of the transportation
industry, as well as the completion of acquisitions of companies in the employee
leasing industry.

         Assumptions relating to forward-looking statements involve judgements
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many which are beyond our control. When
used in this Quarterly Report, the words "estimates", "projects", and "expect"
and similar expressions are intended to identify forward-looking statements.
Although we believe that assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the results contemplated in the forward-looking
information will be realized.

         Management decisions are subjective in many respects and susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impacts of which may cause us to alter our business strategy,
which may in turn, affect our results of operations. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as our representation that
statements contained in this Quarterly Report speak only as of the date of this
Quarterly Report, and we do not have any obligation to publicly update or revise
any of these forward-looking statements.

         Such statements may include, but are not limited to, projections of
revenues, income, or loss, capital expenditures, plans for future operations,
financing needs or plans, the impact of inflation and plans relating to the
foregoing. Statements in the Company's Form 10-QSB, including Notes to the
Consolidated Financial Results of Operations, describe factors, among others,
that could contribute to or cause such differences.




                                       15
<PAGE>

DESCRIPTION OF BUSINESS

General:

         Logistics Management Resources, Inc. is a holding company engaged in
the business of acquiring and managing employee leasing and transportation
logistics companies. Our principal business is providing for the transportation
needs of clients through total logistics management, which includes managing
clients' domestic and international transportation, load matching, consolidation
and warehousing. We also intend to engage in a series of acquisitions in the
field of employee leasing services. These services include supplying temporary
workers possessing a wide variety of skills to both large and small businesses,
while assuming many of the costs and functions of an employer for a fee.
Employee lease services are widely used in the transportation industry and we
feel the dual industry approach will provide increased flexibility in the
overall services we intend to provide as well as enhancing our revenue stream.

         We intend to expand our business through internal growth and
acquisitions. The transportation and employee leasing industries are highly
fragmented, which provides unique acquisition opportunities. We are primarily
interested in profitable, well managed, non-asset based companies that can bring
positive growth with profits to the bottom line.

 Overview:

     Logistics Management Resources, Inc., formerly U.S. Trucking, Inc., was
established in January of 1997 by combining under US Trucking-Nevada the
operations of Gulf Northern Transport, Inc., a mid-to-long-haul truckload
carrier and Mencor, Inc. a third party logistics (brokerage) company.

     On November 30, 2000, the Registrants' operating subsidiaries, Gulf
Northern Transport, Inc., Prostar, Inc., UST Logistics, Inc. and Mencor, Inc.,
filed a Voluntary Petition under Chapter 11 of the Bankruptcy Code with the
United States Bankruptcy Court, Middle District of Florida, Jacksonville
Division. As of this date, no plan of reorganization has been filed by the
registrant's subsidiaries. However, a trustee has been appointed. On December 1,
2000 we issued a press release in which it was announced: (i) the filing of the
Petition, and (ii) the signing of an agreement with its primary lender for
repayment of any deficiencies, which may be left after liquidation of the
collateral. The agreement provides for payment of the deficiency over three
years, including payments based upon a fixed percentage of our ongoing revenue.
The accompanying financial statements contain adjustments resulting from the
bankruptcies based upon management's best estimates as to the recoverability of
assets and obligations for liabilities incurred.

     Effective as of January 1, 2001, we purchased all of the issued and
outstanding shares of common stock of Trans-Logistics, Inc., a Florida
corporation. We purchased one hundred percent of Trans-Logistics issued and
outstanding common stock at the price of $80,000, plus, four times
Trans-logistics' gross brokerage commissions for the period of October 1, 2001
to December 31, 2001, plus, any accounts receivable (after adjusting for
accounts payable) less any payments by us for the assumption of liabilities with
Atech Commercial Corp. in excess of $120,000. The consideration shall be paid by
the transfer of $40,000 in cash, 18,000 shares of our common stock (which must
be registered for sale on or before June 30, 2001), the transfer of stock no
later than April 15, July 15 and October 15, 2001 equal to the gross brokerage
commission for those respective quarters and the balance of the purchase price
shall be paid after an audit of Trans-Logistics for the 2001 fiscal year and
paid in shares of our common stock. Trans-logistics is a wholly owned subsidiary
of Logistics Management Resources Inc. with annual revenues expected to exceed
$10 million.

     The Company and Trans-Logistics agreed to rescind and cancel the terms and
conditions of the acquisition agreement for all of the issued and outstanding
common stock of Trans-Logistics, Inc., which the Company entered into as of
January 1, 2001. In connection with this rescission the Company has agreed to
reimburse Trans-Logistics, Inc. $150,000 in cash or to deliver 1,000,000 shares
of its common shares.



                                       16
<PAGE>

     The Company signed a letter of intent on April, 2001 to acquire America's
PEO, Inc., a premier employee leasing company, headquartered in Cherry Hill, New
Jersey. The intended acquisition is expected to close during the third quarter
of 2001. The purchase will include America's affiliates Omni Financial Services,
Inc. National Labor Force, Inc., Western America Labor Force, Inc., National
Labor Force I, Inc., American Labor Force, Inc. and American Labor Services,
Inc. Projected annual sales of the combined entities is expected to exceed $170
million and add more than 157 clients to the companies client base.

     We incurred an operating loss in the last fiscal year and the loss was
material. The parent company incurred losses in the most recent quarter, due
mostly to interest and accrued penalties associated with debt and the cost of
issuing stock to cover certain consulting expenses related to our restructuring
efforts. Our wholly-owned subsidiary, Trans-logistics reported second quarter
revenues of $2,365,231 million with a net loss of ($348,074).The company is
re-thinking its plans to stay in the transportation industry and is focusing all
of its resources at completing its employee leasing acquisition and striving to
be a predominant player in that industry segment.

     Our losses are expected to continue at the parent level until such time as
we are able to negotiate improved terms with debt instrument holders regards the
interest and accrued penalties on outstanding notes. In addition to raising
capital, the restructuring of existing debt will make it possible to cover the
expenses associated in restructuring a company.

     We continue to be subject to the risks normally associated with any
business activity, including unforeseeable expenses, delays, and complications.
Accordingly, there is no guarantee that we can or will report operating profits
in the future.

     We are in negotiations with several prospective acquisition candidates at
this time.


Operating Strategy

         Our business strategy is to establish the company as an industry leader
in the employee leasing industry while remaining in the non-asset based
transportation industry on a minor scale.



                                       17
<PAGE>

RESULTS OF OPERATIONS:



Six months ended June 30, 2000 compared to June 30, 2001

Continuing Operations:

Operating Revenues

         Total operating revenues increased from zero for the six months ended
June 30, 2000 to $4.1 million for the six months ended June 30, 2001.The
reasons for this increase was the disposal of discontinued operations and the
filing for protection under Chapter 11 of the U.S. Bankruptcy code for U.S.
Trucking, Inc's operating subsidiaries Gulf Northern Transport, Inc., Prostar,
Inc. and U.S.T. Logistics, Inc. on November 30, 2000 and the termination of the
Company's captive insurance program. The current period revenue was generated
from the operations of Trans-Logistics, Inc.

Purchased Transportation and Rentals

         Purchased transportation and rentals increased from zero for the six
months ended June 30, 2000 to $3.6 million for the six months ended June 30,
2001. The reason for the increase was the disposal of discontinued operations
and the filing for bankruptcy of the three operating subsidiaries mentioned in
the previous paragraph. In addition, all purchased transportation costs
generated during the period came from Trans-logistics, Inc.

Salaries, Wages and Benefits

          Salaries, wages and benefits increased from $101 thousand for the six
months ended June 30, 2000 to $261 thousand for the six months ended June 30,
2001. The reason for the increase was the result of the company rebuilding its
management team.

Depreciation and Amortization

         Depreciation and amortization decreased from $197 thousand for the six
months ended June 30, 2000 to $38 thousand for the six months ended June 30,
2001. The reason for this decrease was the write off of over-valued goodwill and
fixed assets. The current period expense is primarily derived from the
amortization of goodwill created from the January 1, 2001 acquisition of
Trans-Logistics, Inc.

General and Administrative

         General and administrative expenses increased from $673 thousand for
the six months ended June 30, 2000 to $2.2 million for the six months ended June
30, 2001. The main reason for this was the increase in consulting costs related
to the restructuring of the company.

Discontinued Operations

         Income from discontinued operations decreased from $4.8 million for the
six months ended June 30, 2000 to $14 thousand for the six months ended June 30,
2001. All operating subsidiaries filed bankruptcy on November 30, 2000 and the
disposal of discontinued operations was recorded accordingly. All financial
statements for the year 1999 and 2000 have been restated. Thus the reason for
the decrease in income from discontinued operations is the fact that all
operations that were active during the first quarter of 2000 are included in the
discontinued operations caption.




                                       18
<PAGE>

Interest

         Interest expense increased from $111 thousand for the six months ended
June 30, 2000 to $1.3 million for the six months ended June 30, 2001. The
primary reason for the increase was accrued late registration filing penalties
related to convertible debentures and preferred stock.

         Net income decreased from a loss of $5.8 million for the six months
ended June 30, 2000 to a net loss of $3.5 million for the six months ended June
30, 2001. The primary reason for the decrease in net operating loss was that the
company is moving forward on its restructuring efforts, and the operating
revenues are having a positive impact.

Liquidity and Capital Resources

           Our working capital position has decreased from a deficit of
($20,002,465) to a deficit of ($21,470,257). The reason for the negative
position was primarily caused by the discontinued operations of all four
operating subsidiaries during the fourth quarter of 2000. In addition, the
discontinuance of the captive insurance program during November 2000 also
contributed. In regards to the first six months of 2001, additional accruals for
accrued interest and registration penalties contributed to the decrease from
December 31, 2000 to June 30, 2001.

         In addition, there is a liability in the amount of $11,273,323 shown on
the balance sheet which represents the company's estimated liability to the
primary lender of the four bankrupt operating subsidiaries. The shortfall could
be more or less than the $11,273,323 estimate depending on the success of the
bankruptcy trustee handling the collection of subsidiary assets.

         Our net worth has decreased from a negative ($22,380,894) as of
December 31, 2000 to a negative ($22,591,228) as of June 30, 2001. The reason
was losses generated primarily from excessive administrative and interest costs.

         The lack of liquidity suggests that we will have to raise capital in
order to remain a going concern. There can be no assurance that the company will
be able to obtain the capital necessary to continue operations.





                                       19
<PAGE>

PART II

Other Information

LEGAL PROCEEDINGS

         CIT Group/Equipment Financing, Inc. filed suit against us and certain
other parties in the Superior Court of NJ, Law Division Union County, docket No.
UNN-L-3556-00 on July 7, 2000 for the return of six tractors formerly used in
the business of American Intermodal Services, Inc., some of which Gulf Northern
Transport took over in the spring of 2000. We denied ever receiving the
tractors. A default judgment was granted in November of 2001 against all
defendants in the amount of $384,599.89. We believe that certain of these
tractors have since been recovered. We believe the court in the action had no
jurisdiction over LMRI and that the judgment is therefore invalid.

         Emergent Capital, L.P. filed suit against us in U.S. District Court,
Southern District of New York on September 20, 2000. The suit claimed that
Emergent Capital was owed $300,000 in penalties for the failure to register
certain shares for resale, which Emergent purchased in September of 1999. We
dispute that the agreement reached between the parties provides for registration
penalties. The suit is still in the discovery stage.

         GE Capital Corporation, the Company, its subsidiaries and certain
affiliates entered into a Restructure Agreement on November 28, 2000. The
agreement between our company and G.E. Capital Corporation relates to the
balance of our obligations to GECC in connection with its accounts receivable
line of credit and with GE Capital Commercial Equipment Funding in connection
with an equipment loan. The respective loan balances have been consolidated into
a single Term Note with an estimated principal balance of $11,273,324 as of
March 31, 2001. This estimated balance is expected to be reduced by the
collection of accounts receivable, the possible sale of subsidiary accounts
receivable and the sale of equipment held as collateral on the equipment loan
portion. The loan is to be repaid over a three-year term with a five-year
amortization schedule and a balloon payment of the balance on December 1, 2003.
The note bears interest at the 30-day dealer placed commercial paper rate (as
published in the Wall Street Journal), plus 4.5%. Interest for the first year
will be accrued and applied to the principal balance.

         Under the agreement, we are required to pay GECC 1.5% of the gross
revenues from our trucking business segment and 5% of the gross revenues from
its non-trucking segment to be applied toward payment of the note, which amounts
will be applied to the amortization payments. Additionally, 35% of the net
income before taxes from our businesses must be paid on a quarterly basis in
repayment of the note, along with certain payment in the event of a profitable
sale of a Company owned business. The Note is secured by our assets, various
affiliate assets and certain personal guarantees.


         Southtrust Bank, filed suit against the company and certain affiliates
for $2.8 million. The suit, case number CV-01-AR-1068-S claims the company and
certain affiliates defaulted on certain guarantees relating to the purchase of
56% of Professional Transportation Group by Logistics Management LLC. The
company was improperly served and a judgement was granted against the company
and certain affiliates. The company has filed a Supplement To Motion to Set
Aside Entry of Default in this matter and intends to agressively defend against
this action. In addition the company believes it has counterclaims in this
matter.

         AllStates World Cargo, filed suit against the company and its chairman
for $678 thousand. The suit (Docket )OCN-1822-01) claims the company and the
chairman defaulted on certain business guarantees related to the acquisition of
Trans-Logisitcs as of Jan. 1, 2001. The company and the chairman have filed an
answer in this matter and intend to defend these matters vigorously. The company
and the chairman believe they have significant counterclaims in this matter.




                                       20
<PAGE>

Defaults Upon Senior Securities

     As of June 30, 2001 we were in default with two senior debt holders in the
amount of $2,002,915 which has been accrued on our balance sheets. The reason
for the defaults is that we have been unable to satisfy the payment of
delinquent interest and late penalty fees with regard to these matters. We
intend to renegotiate the terms of these agreements to more favorable terms for
the senior debt holders, the company and our shareholders.

Submission of Matters to a Vote of Security Holders

         A special meeting of shareholders was held on February 12, 2001. At the
meeting 16,908,150 shares, representing 53% of the shares entitled to vote, were
present at the meeting in person or by proxy. Votes were taken on three matters.
They included changing the name of the company to Logistics Management
Resources, Inc., effecting a 1 for 100 reverse stock split and amending the
terms of the blank check preferred stock to allow amendments to the terms of
outstanding shares of preferred stock without the approval of the holders of
common stock, provided the amendment effected a change which the Board would
have had authority to include in the original terms of the preferred so amended.
All three matters were unanimously approved by the shareholders.

Insurance

         We are committed to securing appropriate insurance coverage at cost
effective rates. Since discontinuing our captive auto liability insurance
program we have through our wholly owned subsidiary, Trans-logistics, Inc.,
retained insurance coverage that we believe is adequate to cover our liabilities
and risks. The coverage includes auto liability coverage up to $1 million for
each claim, $200 thousand for each claim for cargo damage or loss and general
liability up to $1 million for each occurrence. Insurers affording the
coverage's are, General Security Insurance Co., Lexington Insurance Co., and St.
Paul Surplus Lines Co.

Other Information

         NONE

Exhibits and Reports

A        NONE

B        Current Report on Form 8-K reporting on Item III(a) Special Meeting of
         Shareholders approving the Company's name change and reverse split of
         common stock.



                                       21
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                 LOGISTICS MANAGEMENT RESOURCES, INC.
                 ---------------------------------------------
                 Registrant

August 20, 2001                       By /s/ Danny L. Pixler
                                      ------------------------------------------
                                      Danny L. Pixler-Chairman & Chief Executive




                                       22