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 Three Months Ended March 31, 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 3,969,876 shares of the Registrant's common stock outstanding as of
May 9, 2001.

<PAGE>


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


PART I:   FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

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

          CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) FOR THE THREE MONTHS
          ENDED MARCH 31, 2001 AND 2000

          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS
          ENDED MARCH 31, 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


                                       2

<PAGE>



LOGISTICS MANAGEMENT RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
MARCH  31  2001 AND DECEMBER  31  2000
<TABLE>
<CAPTION>

                                                                            March 31,            December 31,
                                                                              2001                   2000
                                                                         ------------------------------------
<S>                                                                            <C>                   <C>
Assets

Current Assets

  Cash                                                                            25,132
  Accounts receivable net of allowance of $11,900 in 2001 and $1,900 in 2000     794,638
  Employee advances                                                               41,404
  Inventory                                                                      162,000             162,000
                                                                         ------------------------------------
Total Current Assets                                                           1,023,174             162,000

Property and Equipment, at cost less accumulated depreciation of $351              3,964                 975
    in 2001 and $244 in 2000

Other Assets

  Restricted cash                                                                    261
  Prepaid expenses                                                             1,097,657
  Goodwill - net of accumulated amortization of $6421                            250,523
  Debt issuance costs - net of accumulated amortization of $57,674 in 2001
  and $43,522 in 2000                                                             66,042              80,195
                                                                         ------------------------------------
Total Other Assets                                                             1,414,483              80,195

Total Assets                                                                   2,441,621             243,170
                                                                         ====================================

Liabilities and Stockholders' Equity

Current Liabilities

  Cash overdraft                                                                                      29,688
  Accrued expenses                                                               562,458             260,477
  Accrued interest                                                             2,347,656           1,728,731
  Due to factor                                                                  481,202
  Notes payable - short-term                                                     485,938
  Due to related party                                                           400,975             317,820
  Guaranteed obligations                                                      13,184,753          13,422,749
  Convertible debentures                                                       4,405,000           4,405,000
                                                                         ------------------------------------
Total Current Liabilities                                                     21,867,982          20,164,465

Long-debt debt, net of current portion                                         2,453,746           2,459,599
                                                                         ------------------------------------

Total Liabilities                                                             24,321,728          22,624,064
                                                                         ====================================

Stockholders' Equity

  Preferred Stock

   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
    1,403,000  shares issued and outstanding                                           -                   -
  Treasury stock                                                                (118,401)
  Subscription receivable                                                       (906,788)           (906,788)
  Additional paid in capital                                                  13,836,392          12,197,922
  Accumulated (deficit)                                                      (39,956,441)        (38,937,160)
                                                                         ------------------------------------
Total Stockholders' Equity ( Impairment )                                    (21,880,106)        (22,380,894)
                                                                         ------------------------------------

Total Liabilities and Stockholders' Equity                                     2,441,621             243,170
                                                                         ====================================
</TABLE>


                                       3


<PAGE>

LOGISTICS MANAGEMENT RESOURCES, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDING MARCH 31, 2001 AND 2000

<TABLE>
<CAPTION>

                                                                      2001              2000
                                                                                    As Restated
                                                                  -------------------------------
<S>                                                                     <C>              <C>
Continuing Operations:

Net Revenues                                                          1,705,689                -

Operating expenses

Purchased transportation and rentals                                  1,458,446                -
Operating supplies and maintenance                                            -                -
Other operating costs                                                       505                -
Fuel                                                                          -                -
Insurance and claims                                                        734                -
Depreciation and amortization                                            20,680           73,734
Taxes and licenses                                                            -            1,508
Salaries, wages and benefits                                             23,025           49,990
Occupancy costs                                                          17,510           10,572
Administrative expenses                                                 590,568          276,866
                                                                  -------------------------------

Total operating expenses                                              2,111,468          412,670
                                                                  -------------------------------

Net Operating Loss before Discontinued Operations                      (405,779)        (412,670)

Discontinued Operations:

Income (loss) on disposal of discontinued operations                     14,089          499,953

Net income (loss) before other income and expenses                     (391,690)          87,283

Other income and expenses

Interest income                                                               -           21,303
Interest expense                                                       (627,591)         (48,854)
Other income                                                                  -                -

Total other income and expenses                                        (627,591)         (27,551)
                                                                  -------------------------------

Net income (loss) before Taxes                                       (1,019,281)          59,732

Provision for income taxes                                                    -           22,300
                                                                  -------------------------------

Net income (loss)                                                    (1,019,281)          37,432
                                                                  ===============================

Basic earnings (loss)  per share                                          (0.06)           0.004

Weighted average number of common shares                             16,347,306        9,074,576
</TABLE>



                                       4

<PAGE>

LOGISTICS MANAGEMENT RESOURCES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                2001            2000
                                                            ---------------------------
<S>                                                         <C>               <C>
Cash flows from operating activities

Continuing operations:

Loss before discontinued operations                         (1,033,370)       (462,521)
Adjustments to reconcile net income to net cash
  provided (used) in operating activities:
Depreciation and amortization                                   20,680         204,156
Provision for doubtful accounts                                 10,000           7,000
Issuance of common stock for services rendered                 387,586
Issuance of common stock to acquire a business                 180,000
Deferred taxes                                                                  22,300
Gain on disposal of equipment                                                 (364,400)
  (Increase) decrease - Assets

   Restricted cash                                                (261)        (14,796)
   Accounts receivable                                        (804,638)     (4,601,060)
   Employee advances                                           (41,404)
   Prepaid expenses                                            (26,773)       (253,672)
   Intangible assets                                                 -        (576,666)
   Due from captive insurer                                                   (255,180)
  Increase (Decrease) - Liabilities

   Accounts payable                                                          1,341,339
   Revolving loan                                                            4,212,040
   Due to factor                                               481,202
   Accrued expenses and other current liabilities              920,906         497,062
Total adjustments                                            1,127,298         218,123

Net cash provided (used) by continuing operations               93,928        (244,398)

Discontinued operations

Income (loss) from discontinued operations                      14,089         499,953

Net cash provided (used) by operating activities               108,017         255,555

Cash flows from investing activities

Acquisition of businesses                                     (256,944)       (534,698)
Purchase of equipment and software development                  (3,096)       (128,695)
Proceeds from disposition of assets                                  -         364,400
Purchase of treasury stock                                    (118,401)

Net cash provided (used) by investing activities              (378,441)       (298,993)

Cash flows from financing activities

Notes receivable                                                              (582,249)
Repayment of notes receivable                                                   96,343
Issuances of convertible debentures                                            885,000
Proceeds from short-term debt financing                        538,762         301,502
Proceeds from related party                                    177,680
Payments to related party                                      (94,525)
Principal payments on short-term financing                     (52,824)     (1,273,815)
Principal payments on long-term debt                            (5,853)
Payments to guaranteed obligations                            (237,996)

Net cash provided (used) by financing activities               325,244        (573,219)



Net increase (decrease) in cash                                 54,820        (616,657)

Cash at beginning of year                                      (29,688)      1,057,719

Cash at March 31, 2001 and 2000                                 25,132         441,062

Supplemental disclosure of cash flow information:
Cash paid during the year

Interest expense                                                 8,666         293,002
Income taxes                                                         -               -

</TABLE>



Non cash investing and financing activities:

During the first quarter of year 2001, Logistics Management Resources, Inc.
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


During the first quarter of year 2001, Logistics Management Resources, Inc.
issued 858,000 shares of Common Stock for services rendered valued at $1,550,344
of which $387,586 was expensed during the first quarter of 2001.


                                       5


<PAGE>


                      Logistics Management Resources, 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 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.

                                       6

<PAGE>

     (B)  Basis of Presentation

          The  accompanying  balance sheets and related  statement of operations
          and cash flows for the three months ended march 31, 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 March 31,
          2001 and 2000 was 16,347,306 and 9,074,576, 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 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 at December 31, 2000. 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.

     (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
          $57,674 at March 31, 2001 and zero at March 31, 2000.

                                       7

<PAGE>

     (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 exchange 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 Other 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.

Note 2 - Equipment

Equipment at cost, less accumulated  depreciation,  consists of the following at
March 31, 2001 and December 31, 2000: 2001 2000

         Office
         Equipment                                          $   4,315
         Less accumulated depreciation                             351
                                                                --------
                  Total                                     $   3,964
                                                                ========

                                       8

<PAGE>

Depreciation expense charged to operations for the three months ended March 31,
2001 and 2000 was $351 and $14,519 respectively.

Note 3 - Convertible Debentures

     During  2000 and  1999,  the  Company  issued  $4,650,000  and  $2,250,000,
     respectively  of 10%  convertible  debentures due May 31, 2002. The Company
     received  proceeds  of  $4,502,000  and  $2,042,000,  net of  $148,000  and
     $208,000 of debt issuance costs, respectively.  The debt issuance costs are
     being  amortized  over the life of the debentures and $14,152 was amortized
     during the three months ended March 31, 2001.

     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 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,  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.  No  comparative  period
     pro-forma  financial  activity  for three  months  ended  March 31, 2000 is
     required since  Trans-Logistics,  Inc. commenced operations effective April
     28, 2000.

        An allocation of the purchase price is as follows:

                                                              Trans-
                           Assets                             Logistics
                                                              -----------------
         Cash and other Current Assets                    $       3,055
         Accounts Receivable                              $     26,8612


         Goodwill                                             256,945
                                                              -----------------
                           Total                          $   528,611
                                                              =================


                  Liabilities Assumed and Equity

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


                                       9

<PAGE>


Note 5 - Discontinued Operations

     On November 29, 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.

          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 $707,773.

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 the 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.


                                       10

<PAGE>

     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 $400,975 as of March 31, 2001 and
     consist of amounts  borrowed  by the Company  from an entity  with  similar
     ownership interests.  Amounts outstanding bear no interest and repayment is
     expected in 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 ($1,019,281)  for the three months ended March 31, 2001 and, as
     of that date, had a working capital  deficiency of ($20,844,808)  and a net
     worth of ($21,880,106). 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.

     Management's  plans for prospective  operations are described at Note 1 and
     it is  continuing  it's 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 and 1999, U. S.  Trucking  issued a total of 7,800,000 and
          6,497,297 shares of common stock  respectively,  to several  companies
          and   individuals   as  collateral  in  connection   with   contingent
          transactions. For 2000, the 7,800,000 shares were issued to a majority
          stockholder  for its guaranty on 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 are not considered issued
          and outstanding.

          In 1999,  5,100,000  common shares were issued with the  understanding
          that  they  could be  recalled  at any time at the  discretion  of the
          Company,   prior  to  any  transaction  taking  place.  The  remaining
          1,397,297  shares  are used as  collateral  for the  other  contingent
          transactions. Accordingly, these shares were not included in the total
          shares issued and  outstanding as of December 31, 1999, and therefore,
          were not considered in the calculation of earnings per share.

                                       11

<PAGE>

     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.

          Commencing  September 9, 1998, the Company  entered into an employment
          agreement with its Executive Vice President, for a term of five years.
          The  agreement  provides  for an annual  salary of $52,000 with annual
          increases of not less than 3%.

          The above  employment  agreements  are  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
          covenant 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.

     Payroll Obligation:

          The Company is contingently liable for $171,787 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'  employee  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'  employee health  insurance claims no longer financed by
          the  subsidiaries.  It is uncertain if the former employee will pursue
          the claims 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.


                                       12



<PAGE>

                                      13




<PAGE>

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

         The following analysis of the Company's financial condition as of March
31, 2001 and the Company's results of operation for the three month periods
ended March 31, 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.


                                       14

<PAGE>

         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.

DESCRIPTION OF BUSINESS

General:

         Logistics Management Resources, Inc. is a holding company engaged in
the business of acquiring and managing transportation logistics and employee
leasing 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.


                                       15

<PAGE>

         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 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 second 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 $155 million.

         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 first quarter
revenues of just over $1.7 million with a net profit of 5.8% or $99,000.

         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.


                                       16

<PAGE>

Operating Strategy

         Our business strategy is to establish our company as a leader and a
preferred provider of high-quality, cost-effective transportation, logistics and
employee leasing services on a national basis while building brand name
recognition.

Agent Program

         We have operated an agency program since our inception. We expect to
see renewed profitable growth in the segment through our wholly owned
subsidiary, Trans-logistics, Inc. The agency program is essentially a
co-operative for smaller truckload carriers whereby Trans-logistics permits
these carriers to operate under its authority as an exclusive agent. The agent
provides its customers and business. Trans-logistics bills the agent carriers
customers and collects the revenues for these shipments. Trans-logistics acts as
an application service provider for its agents by affording access to
Trans-logistics' information technologies and services. In addition, agents
receive economies of scale by participating in the purchase of certain overhead
and other items, such as lower cost of fuel and insurance. Trans-logistics also
provides agents with liability insurance coverage and certain administrative
services such as human resource administration, safety and risk management, DOT
compliance, billing and collecting receivables.. Trans-logistics has signed on
several agents over the past several months. We anticipate exciting and
profitable growth in the segment.

RESULTS OF OPERATIONS

The following table sets forth items in the Consolidated Statement of Operations
for the three months ending March 31, 2001 and 2000:


                                       17

<PAGE>

<TABLE>
<CAPTION>

                                                                     2001                 2000
                                                                                     As Restated
                                                               --------------------------------------
<S>                                                                   <C>           <C>
Continuing Operations:

Net Revenues                                                          1,705,689                    -

Operating expenses

Purchased transportation and rentals                                  1,458,446                    -

Operating supplies and maintenance                                            -                    -

Other operating costs                                                       505                    -

Fuel                                                                          -                    -

Insurance and claims                                                        734                    -

Depreciation and amortization                                            20,680               73,734

Taxes and licenses                                                            -                1,508

                                                                         23,025               49,990
Salaries, wages and benefits

Occupancy costs                                                          17,510               10,572

Administrative expenses                                                 590,568              276,866
                                                               --------------------------------------

Total operating expenses                                              2,111,468              412,670
                                                               --------------------------------------

Net Operating Loss before Discontinued Operations                     (405,779)            (412,670)

Discontinued Operations:

Income (loss) on disposal of discontinued                                14,089              499,953

operations

Net income (loss) before other income and expenses                    (391,690)               87,283

Other income and expenses

Interest income                                                               -               21,303

Interest expense                                                      (627,591)             (48,854)

Other income                                                                  -                    -

Total other income and expenses                                       (627,591)             (27,551)
                                                               --------------------------------------

Net income (loss) before Taxes                                      (1,019,281)               59,732

Provision for income taxes                                                    -               22,300
                                                               --------------------------------------

Net income (loss)                                                   (1,019,281)               37,432
                                                               ======================================
</TABLE>



                                       18
<PAGE>

Three months ended March 31, 2000 compared to March 31, 2001

Continuing Operations:

Operating Revenues

         Total operating revenues increased from zero for the three months ended
March 31, 2000 to $1.71 million for the three months ended March 31, 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 three
months ended March 31, 2000 to $1.46 million for the three months ended March
31, 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 decreased from $50,000 for the three
months ended March 31, 2000 to $23,000 for the three months ended March 31,
2001. The reason for the decrease was the elimination of payroll at the parent
company level.

Depreciation and Amortization

           Depreciation and amortization decreased from $74,000 for the three
months ended March 31, 2000 to $21,000 for the three months ended March 31,
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 $277,000 for the
three months ended March 31, 2000 to $591,000 for the three months ended March
31, 2001. The reason for this was the increase in consulting costs related to
restructuring a company.

Discontinued Operations

         Income from discontinued operations decreased from $499,000 for the
three months ended March 31, 2000 to $14,000 for the three months ended March
31, 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.



                                       19
<PAGE>

Interest

         Interest expense increased from $49,000 for the three months ended
March 31, 2000 to $628,000 for the three months ended March 31, 2001. The
primary reason for the increase was accrued late registration filing penalties
related to convertible debentures and preferred stock. Penalties for the three
months ended March 31, 2001 totaled $416,000.

         Net income decreased from a net income of $37,000 for the three months
ended March 31, 2000 to a net loss of $1,020,000for the three months ended March
31, 2001. The primary reasons for the loss was increased consulting costs and
registration penalties mentioned previously.

Liquidity and Capital Resources

           Our working capital position has decreased from a deficit of
($20,002,465) to a deficit of ($20,844,808). 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 three months of 2001, additional accruals
for accrued interest and registration penalties contributed to the decrease from
December 31, 2000 to March 31, 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 ($21,880,106) as of March 31, 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.


                                       20
<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.



                                       21
<PAGE>

Defaults Upon Senior Securities

     As of March 31, 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.


                                       22


<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

May 18, 2001                       By /s/ Danny L. Pixler
                                      ------------------------------------------
                                      Danny L. Pixler
                                      Chief Executive Officer

                                      By /s/ John Ragland
                                      ------------------------------------------
                                      John Ragland
                                      Chief Financial Officer



                                       23