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 Nine Months Ended September 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 November
12, 2001 with 15,100,104 restricted with an estimated float of 20,055,909.

<PAGE>

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

                                      INDEX

PART I:   FINANCIAL INFORMATION

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

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

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

          CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS
          ENDED SEPTEMBER 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>

To the Board of Directors and Stockholders of
Logistics Management Resources, Inc.

We  have  reviewed  the  accompanying  balance  sheet  of  Logistics  Management
Resources,  Inc.  as of  September  30,  2001  and  the  related  statements  of
operations  for the nine  months  then  ended,  and the cash  flows for the nine
months then ended.  These  financial  statements are the  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquires of persons  responsible  for financial and  accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

The September 30, 2000 financial statements of Logistics  Management  Resources,
Inc.,  formerly U.S.  Trucking,  Inc., were reviewed by other  accountants whose
report  dated  December 21, 2000 stated that they were not aware of any material
modifications that should be made to those statements in order for them to be in
conformity with generally accepted accounting principles.

                                    /s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
November 7, 2001






<PAGE>

                      Logistics Management Resources, Inc.

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

                              Financial Statements

                               September 30, 2001

                                        1


<PAGE>



                      Logistics Management Resources, Inc.

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

                        Index to the Financial Statements

                               September 30, 2001

                                                                     Page

Financial Statements

     Balance Sheets................................................     1

     Statements of Operations......................................     2

     Statements of Cash Flows......................................    3-5

     Notes to the Financial Statements.............................   6-12



<PAGE>



                      Logistics Management Resources, Inc.

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

                                 Balance Sheets
<TABLE>
<CAPTION>

                                                                                            September 30,      December 31,
                                                                                                 2001              2000
                                                                                          -----------------  -----------------
<S>                                                                                       <C>                <C>
           Assets
Current Assets


     Inventory                                                                            $               -  $         162,000
                                                                                          -----------------  -----------------
           Total Current Assets                                                                           -            162,000
Property and equipment, at cost less accumulated depreciation of $1,622 and
     $244, respectively                                                                               7,237                975
Prepaid expenses                                                                                  1,266,724                  -
Debt issuance costs, net of accumulated amortization of $86,992 and
     $43,522, respectively                                                                           36,724             80,195
                                                                                          -----------------  -----------------
           Total Assets                                                                   $       1,310,685  $         243,170
                                                                                          =================  =================


           Liabilities and Stockholders' Equity
Current Liabilities

     Cash overdraft                                                                      $                - $            29,688
     Accrued expenses                                                                               355,227             260,477
     Accrued interest                                                                             3,252,786           1,728,731
     Due to related party                                                                           693,666             317,820
     Convertible debentures                                                                       4,405,000           4,405,000
     Loans payable                                                                                2,584,015           2,459,599
     Net liabilities of discontinued operations                                                  13,267,968          13,422,749
                                                                                          -----------------  ------------------
           Total Liabilities                                                                     24,558,662          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,
       20,055,909 shares issued and outstanding
     Additional paid-in capital                                                                  15,688,390          12,197,922
     Treasury stock                                                                                 (68,401)                  -
     Subscription receivable                                                                       (906,788)           (906,788)
     Accumulated (deficit)                                                                      (43,226,310)        (38,937,160)
                                                                                          -----------------  ------------------
           Total Stockholders' Equity (Impairment)                                              (23,247,977)        (22,380,894)
                                                                                          -----------------  ------------------
           Total Liabilities and Stockholders' Equity                                     $       1,310,685  $          243,170
                                                                                          =================  ==================

</TABLE>



See notes to the financial statements.

                                        1


<PAGE>



                                 Logistics Management Resources, Inc.
                                      F.T.A. U.S. Trucking, Inc.
                                       Statements of Operations
<TABLE>
<CAPTION>

                                                                                Three                              Nine
                                                               Three            Months                             Months
                                                              Months             Ended         Nine Months          Ended
                                                               Ended           September          Ended           September
                                                             September         30, 2000         September         30, 2000
                                                             30, 2001         (Restated)         30, 2001        (Restated)
                                                          ---------------   ---------------   --------------   ---------------
<S>                                                       <C>               <C>              <C>               <C>
Continuing Operations:
Net Revenue                                               $       160,076   $             -  $       160,076   $             -
Cost of Equipment Sold                                            162,000                 -          162,000                 -
                                                          ---------------   ---------------   --------------   ---------------
       Gross Profit                                                (1,924)                -           (1,924)                -
                                                          ---------------   ---------------   --------------   ---------------
Operating Expenses

       Depreciation and amortization                               14,909           667,662           44,848           865,042
       Taxes and licenses                                           7,386             2,096            7,386             3,608
       Salaries, wages and benefits                                17,280            53,403           30,074           101,442
       Occupancy costs                                                  -             8,508            4,200            28,400
       Administrative expenses                                    427,647           426,599        2,559,061         1,099,353
                                                          ---------------   ---------------   --------------   ---------------
         Total Operating Expenses                                 467,222         1,158,268        2,645,569         2,097,845
Net Operating Loss before Discontinued
         Operations                                              (469,146)       (1,158,268)      (2,647,493)       (2,097,845)
Discontinued Operations:
       Loss on disposal of discontinued operations                (94,288)      (20,000,243)        (108,937)      (24,820,598)
                                                          ---------------   ---------------   --------------   ---------------
Net (Loss) before Other Income and Expense                       (563,434)      (21,158,511)      (2,756,430)      (26,918,443)
     Interest income                                                    -           133,188                -           155,435
     Interest expense                                            (210,699)          (87,839)      (1,532,720)         (199,380)
                                                          ---------------   ---------------   --------------   ---------------
Net (Loss) before Income Taxes                                   (774,133)      (21,113,162)      (4,289,150)      (26,962,388)
Provision for (Benefit from) Income Taxes                               -                 -                -                 -
                                                          ---------------   ---------------   --------------   ---------------
Net (Loss)                                                $      (774,133)  $   (21,113,162)  $   (4,289,150)  $    (26,962,388)
                                                          ===============   ===============   ==============   ===============
Earnings (Loss) Per Common Share

     (Loss) from continuing operations                    $        (0.04)   $        (0.06)   $        (0.27)  $         (0.12)
     (Loss) from discontinued operations                           (0.01)            (1.10)           (0.01             (1.36)
                                                          ---------------   ---------------   --------------   ---------------
     Basic and diluted earnings per share                 $        (0.05)   $        (1.16)   $        (0.28)  $         (1.48)
                                                          ===============   ===============   ==============   ===============

Weighted Average Number of Common Shares                       15,279,795        18,229,461       15,279,795        18,229,461
Outstanding
                                                          ===============   ===============   ==============   ===============

</TABLE>


See notes to the financial statements.

                                        2


<PAGE>



                      Logistics Management Resources, Inc.

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

                            Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                                                    Nine
                                                                                                  Nine             Months
                                                                                                 Months             Ended
                                                                                                  Ended           September
                                                                                                September         30, 2000
                                                                                                30, 2001         (Restated)
                                                                                             ---------------   ---------------
<S>                                                                                         <C>               <C>
Cash Flows From Operating Activities
     Continuing Operations


         Loss before income taxes                                                           $     (4,180,213) $     (2,141,790)

     Adjustments to Reconcile Net (Loss) to Net Cash Used By
         Operating Activities

         Depreciation and amortization expense                                                        44,848           865,042
         Issuance of common stock for services rendered                                            3,310,469                 -
         Issuance of common stock for purchase of business                                           180,000                 -
     (Increase) decrease in Assets

         Inventory                                                                                   162,000                 -
         Prepaid expenses                                                                         (1,266,724)                -
     Increase (decrease) in Liabilities

         Cash overdraft                                                                              (29,688)                -
         Accrued expenses                                                                             94,750                 -
         Accrued interest                                                                          1,524,055                 -
                                                                                             ---------------   ---------------
     Net Cash Used in Continuing Operations                                                         (160,503)       (1,276,748)
                                                                                             ---------------   ---------------

     Discontinued Operations

         Loss before income taxes                                                                   (108,937)      (24,820,598)
         Adjustments to Reconcile Net (Loss) to Net Cash Used
         By Operating Activities

         Decrease in net assets of discontinued operations                                                 -        14,629,312
         (Decrease) in net liability of discontinued operations                                     (154,781)                -
                                                                                             ---------------   ---------------
             Net Cash Used in Discontinued Operations                                               (263,718)      (10,191,286)
                                                                                             ---------------   ---------------
             Net Cash Used in Operating Activities                                                  (424,221)      (11,468,034)
                                                                                             ---------------   ---------------

Cash Flows From Investing Activities

         Purchases of equipment                                                                       (7,640)                -
                                                                                             ---------------   ---------------
             Net Cash (Used in) Investing Activities                                         $        (7,640)  $             -
                                                                                             ---------------   ---------------

</TABLE>





See notes to the financial statements.

                                        3


<PAGE>



                      Logistics Management Resources, Inc.

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

                       Statement of Cash Flows (Continued)
<TABLE>
<CAPTION>

                                                                                                                Nine Months
                                                                                               Nine Months         Ended
                                                                                                  Ended          September
                                                                                                September         30, 2000
                                                                                                30, 2001         (Restated)
                                                                                             ---------------   --------------
<S>                                                                                          <C>              <C>
Cash Flows from Financing Activities


     Net proceeds from related parties                                                       $       375,846   $      186,023
     Purchase of treasury stock                                                                     (118,401)               -
     Sale of treasury stock                                                                           50,000                -
     Proceeds from loans payable                                                                     124,416                -
     Principal payments on long-term debt                                                                  -       (2,810,916)
     Issuance of convertible debentures                                                                    -        7,435,000
     Proceeds from long-term debt financing                                                                -        5,600,208
                                                                                             ---------------   --------------
         Net Cash Provided By Investing Activities                                                   431,861       10,410,315
                                                                                             ---------------   --------------

Net Increase (Decrease) in Cash                                                                            -       (1,057,719)
Cash at beginning of period                                                                                -        1,057,719
                                                                                             ---------------   --------------
Cash at end of period                                                                        $             -   $            -
                                                                                             ===============   ==============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

     Cash paid during the year for:

         Interest expense                                                                    $              -  $       185,930
                                                                                             ===============   ===============
         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.

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


     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



See notes to the financial statements.

                                        4


<PAGE>



                      Logistics Management Resources, Inc.

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

                       Statement of Cash Flows (Continued)

     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

During the nine months ended  September 30, 2001, the Company issued  15,488,764
shares of common  stock for services  rendered  valued at  $3,310,469,  of which
$2,043,745 was expensed during the period.

See notes to the financial statements.

                                        5


<PAGE>



                      Logistics Management Resources, Inc.

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

                        Notes to the 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.  During  the nine  months  ended
          September 30, 2001,  the  subsidiaries  converted  their petition from
          reorganization  under Chapter 11 to liquidation under Chapter 7 of the
          Bankruptcy Code.

          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 100
          for 1 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.  On August 10, 2001 the
          Company  and  Trans-Logistics,  Inc.  agreed to rescind and cancel the
          terms and conditions of the acquisition agreement.  Under the terms of
          the   rescission   agreement,   the   Company   agreed  to   reimburse
          Trans-Logistics,  Inc. 1,500,000 shares of the Company's common stock.
          The rescission agreement was effective as of July 1, 2001.

                                        6


<PAGE>




                      Logistics Management Resources, Inc.

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

                        Notes to the Financial Statements

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

     (B)  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.

     (C)  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.

     (D)  Fair Value of Financial Instruments

          The fair values of accounts payable and other  short-term  obligations
          approximate  their  carrying  values  because of the short maturity of
          these financial instruments.

     (E)  Securities Issued for Services

          The Company accounts for common stock issued for services by reference
          to the fair  market  value of  Company's  common  stock on the date of
          issuance  less  a  discount  for  volatility  and  marketability.  The
          issuances are accounted  for as a prepaid  expense and amortized  over
          four quarters commencing with the quarter in which they are issued.

     (F)  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
          $86,992 at September 30, 2001 and $43,522 at December 31, 2000.

     (G)  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.

                                        7


<PAGE>



                      Logistics Management Resources, Inc.

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

                        Notes to the Financial Statements

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

     (H)  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.

     (I)  Reclassifications

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

     (J)  Inventory

          Inventory consists of transportation equipment held for resale.

     (K)  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.

Note 2 - Equipment

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

                                           September 30,       December 31,
                                                2001               2000
                                          ----------------   ----------------
Office Equipment                          $          8,859   $          1,219
Less accumulated depreciation                        1,622                244
                                          ----------------   ----------------
  Total                                   $          7,237   $            975
                                          ================   ================

         Depreciation  expense  charged to operations  for the nine months ended
         September 30, 2001 and 2000 was $1,378 and $244, 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.  $43,470 and
         $21,761 was amortized  during the nine months ended  September 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.

                                        8


<PAGE>



                      Logistics Management Resources, Inc.

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

                        Notes to the Financial Statements

Note 3 - Convertible Debentures, Continued

  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.  On
  August 10, 2001 the Company and  Trans-Logistics,  Inc.  agreed to rescind and
  cancel the terms of conditions of the acquisition  agreement.  Under the terms
  of the rescission agreement, the Company agreed to reimburse  trans-Logistics,
  Inc. 1,500,000 shares of the Company's common stock. The rescission  agreement
  was effective as of July 1, 2001.

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.  October 1,
  2001, General Electric Capital Corporation filed suit against the Company.

  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 January  2002.  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  notes 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 $790,988.

                                        9


<PAGE>



                      Logistics Management Resources, Inc.

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

                        Notes to the Financial Statements

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.

Note 7 - Related Party Transactions

  Amounts due to related party of $693,666 as of September 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 as 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  $(4,180,213)  for the nine months ended September 30, 2001 and, as of
  that date, had a working capital  deficiency of $(24,558,662)  and a net worth
  deficiency of $(23,247,977).  Also, as discussed at Note 1, the Company's four
  operating subsidiaries filed voluntary petitions for liquidation under Chapter
  7 of the Bankruptcy Code and, as described at Note 5, 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.
  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 5.

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

                                       10


<PAGE>



                      Logistics Management Resources, Inc.

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

                        Notes to the Financial Statements

Note 9 - Commitments and Contingencies, Continued

  During the nine months ended September 30, 2001, the Company issued 19,738,764
  shares of common  stock.  Of such  shares  14,388,764  were  issued for future
  advisory and consulting  services,  2,500,000 shares were issued as collateral
  for a line  of  credit  and  2,850,000  shares  were  issued  pursuant  to the
  rescission agreement with Translogistics, Inc.

  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
  expired 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.

  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.

                                       11


<PAGE>




                      Logistics Management Resources, Inc.

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

                        Notes to the Financial Statements

Note 9 - Commitments and Contingencies, Continued

  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. 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.

                                       12


<PAGE>





<PAGE>

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

         The  following  analysis of the  Company's  financial  condition  as of
September  30, 2001 and the  Company's  results of operation  for the nine month
periods ended September 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 judgments
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.

<PAGE>

DESCRIPTION OF BUSINESS

General:

     Logistics  Management  Resources,  Inc. is a holding company that currently
has no operating  entities or revenues.  The company is currently  restructuring
and intends to expand its business through acquisition and internal growth.

 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.

<PAGE>

     The Company signed a letter of intent on April,  2001 to acquire  America's
PEO, Inc. ("APEO"), a premier employee leasing company,  headquartered in Cherry
Hill,  New Jersey.  Effective  November 1, 2001,  the Company and  America's PEO
Holdings,  Inc., APEO's parent and successor in interest,  terminated the letter
of intent and obligations thereunder.

     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 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.

<PAGE>

RESULTS OF OPERATIONS:



Nine months ended September 30, 2000 compared to September 30, 2001

Continuing Operations:

Operating Revenues

     Total  operating  revenues  increased  from zero for the nine months  ended
September 30, 2000 to $106,076 for the nine months ended September 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.

Salaries, Wages and Benefits

          Salaries,  wages and  benefits  decreased  from  $101,442 for the nine
months ended  September 30, 2000 to $30,074 for the nine months ended  September
30,  2001.  The  reason  for the  decrease  was the  recision  and  discontinued
operations of Trans-Logistics, Inc.

Depreciation and Amortization

         Depreciation  and  amortization  decreased  from  $865,042 for the nine
months ended  September 30, 2000 to $44,848 for the nine months ended  September
30, 2001. The reason for this decrease was the write off of over-valued goodwill
and fixed  assets as well as a lack of assets the Company is able to  depreciate
and amortize.

General and Administrative

         General and  administrative  expenses increased from $1,099,353 for the
nine months ended  September  30, 2000 to  $2,559,061  for the nine months ended
September  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  a  loss  of
 ($24,820,598)  for  the  nine  months  ended  September  30,  2000 to a loss of
 ($108,937) for the nine

months  September  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.

<PAGE>

Interest

         Interest  expense  increased  from  $199,380  for the nine months ended
September 30, 2000 to $1,532,720  for the nine months ended  September 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  ($26,962,358)  for the nine months
ended September 30, 2000 to a net loss of ($4,125,226) for the nine months ended
September 30, 2001.  The primary  reason for the decrease in net operating  loss
was that the company has limited its expenses in its  restructuring  efforts and
rescinded its acquisition of  Trans-Logistics,  Inc.,  which had reported losses
for the second quarter.

Liquidity and Capital Resources

         Our stockholders' equity impairment has increased from ($22,380,894) as
of December 31, 2000 to  ($23,247,977)  for the nine months ending September 30,
2001. Total liabilities and stockholders' equity has increased from $243,170 for
the period  ending  December  31, 2000 to  $1,310,685  for the nine months ended
September 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.

         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.

<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  commenced  an action  against  the  company on
October  1, 2001  allegedly  as a result of the  company's  obligations  under a
Restructure Agreement. 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.

<PAGE>

Defaults Upon Senior Securities

     As of September 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.


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.

<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

November 14, 2001                       By /s/ Danny L. Pixler
                                      ------------------------------------------
                                      Danny L. Pixler-Chairman & Chief Executive