UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                QUARTERLY REPORT
        Under Section 13 or 15(d) of The Securities Exchange Act of 1934


                            ORDERPRO LOGISTICS, INC.
                         (Name of Small Business Issuer)


For the Quarter Ended June 30, 2003               Commission File Number 0-30857


         Nevada                                         86-0982348
(State of Incorporation)                 (I.R.S. Employer Identification Number)


               7400 North Oracle Road, suite 372, Tucson AZ 85704
           (Address of Principal Executive Offices Including Zip Code)


                                 (520) 575-5745
                           (Issuers Telephone Number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or such  shorter
period that the registrant was required to file such reports),  and (2) has been
subject to filing requirements for the past 90 days. [X] YES [ ] NO

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of June 30, 2003: 33,778,072

Transitional Small Business Disclosure Format: [ ] YES [X] NO
<PAGE>
                                TABLE OF CONTENTS

                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1. - Financial Statements (Unaudited)                                 3

       Consolidated Balance Sheet as of June 30, 2003                         3

       Consolidated Statements of Operations for the six months and
       three months ended June 30, 2003 and 2002                              4

       Consolidated Statement of Stockholders' Equity for the six
       months ended June 30, 2003 and 2002                                    5

       Consolidated Statement of Cash Flows for the six months and
       three months ended June 30, 2003 and 2002                              6

       Notes to Consolidated Financial Statements                             7

   Item 2. - Management's Discussion and Analysis                            14

   Item 3. - Controls and Procedures                                         16

PART II - OTHER INFORMATION

   Item 1. Legal Proceedings                                                 17

   Item 2. Changes in Securities and Use of Proceeds                         17

   Item 3. Defaults Upon Senior Securities                                   17

   Item 4. Submission of Matters to a Vote of Security Holders               17

   Item 5. Other Information                                                 17

   Item 6. Exhibits and Reports on Form 8-K                                  17

SIGNATURES                                                                   18

                                       2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                                  June 30, 2003
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              June 30,
                                                                               2003
                                                                            -----------
<S>                                                                         <C>
                                     ASSETS
Current Assets
  Accounts receivable - trade net of allowance for doubtful accounts        $    37,669
  Prepaid expenses                                                              787,460
                                                                            -----------

  Total Current Assets                                                          825,129
                                                                            -----------

Property and equipment, net of accumulated depreciation                          29,810
Purchased and internally developed software, net of amortization                367,131
Customer and vendor data, net of amortization                                   119,626
Goodwill                                                                        236,187
                                                                            -----------

      Total Assets                                                          $ 1,577,883
                                                                            ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Bank overdraft                                                            $    44,039
  Accounts payable                                                              381,797
  Accrued liabilities                                                           231,956
  Note payable                                                                   15,000
  Due to officer                                                                512,538
  Convertible debentures                                                        223,475
                                                                            -----------

  Current liabilities                                                         1,408,805

Long-term liabilities
  Convertible debentures                                                        211,000
                                                                            -----------

      Total Liabilities                                                       1,619,805
                                                                            -----------
Stockholder's Equity
  Common stock, $.0001 par value, 100,000,000 shares authorized,
   23,283,834 shares issued and outstanding at March 31, 2003                     3,378
  Additional paid-in capital                                                  5,600,505
  Accumulated deficit                                                        (5,645,805)
                                                                            -----------

      Total Stockholders' Equity (Deficit)                                      (41,922)
                                                                            -----------

      Total Liabilities and Stockholders' Equity                            $ 1,577,883
                                                                            ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
        For the six months and three months ended June 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         For the six months ended          For the three months ended
                                                 June 30,                           June 30,
                                      -------------------------------    -------------------------------
                                          2003               2002            2003               2002
                                      ------------       ------------    ------------       ------------
<S>                                   <C>                <C>             <C>                <C>
Revenue                               $    433,063       $     38,604    $    255,659       $     15,716
Cost of Sales:
  Direct cost of revenue                   398,700             33,757         254,509             14,591
  Employee costs                             8,302            120,000              --             80,584
  Rent and occupancy costs                  21,346              4,982           7,471                126
  Amortization and depreciation            174,104             53,084          85,692             26,542
  Subcontract services                         485                 --              --                 --
                                      ------------       ------------    ------------       ------------
      Cost of Goods Sold                   602,937            211,823         347,672            121,843
                                      ------------       ------------    ------------       ------------

Gross profit (loss)                       (169,874)          (173,219)        (92,013)          (106,127)

Expenses
  Administrative costs                     641,268            221,112         426,422            112,619
  Employee costs                           191,248            763,514          56,455            171,505
  Rent and occupancy costs                  24,424              3,606          16,953                991
  Interest expense                          80,222             31,929          69,656              7,263
  Amortization and depreciation                776              1,552              --                776
                                      ------------       ------------    ------------       ------------
      Total Costs                          937,938          1,021,713         569,486            293,154
                                      ------------       ------------    ------------       ------------

Loss before income tax benefit          (1,107,812)        (1,194,932)       (661,499)          (399,281)

Benefit of income taxes                         --                 --              --                 --
                                      ------------       ------------    ------------       ------------

Net Loss                              $ (1,107,812)      $ (1,194,932)   $   (661,499)      $   (399,281)
                                      ============       ============    ============       ============
Loss per common share
  Basic                               $      (0.05)      $      (0.16)   $      (0.02)      $      (0.05)
                                      ============       ============    ============       ============

  Diluted                             $      (0.05)      $      (0.16)   $      (0.02)      $      (0.05)
                                      ============       ============    ============       ============
Weighted average shares outstanding
  Basic                                 24,037,098          7,543,115      29,652,285          7,924,149
                                      ============       ============    ============       ============

  Diluted                               24,037,098          7,543,115      29,652,285          7,924,149
                                      ============       ============    ============       ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                 Consolidated Statement of Stockholders' Equity
        For the six months and three months ended June 30, 2003 and 2002
                                   (Unaudited)

<TABLE>
<CAPTION>
                                         Common Stock          Additional
                                    ----------------------       Paid In      Accumulated
                                    Shares          Amount       Capital        Deficit           Total
                                    ------          ------       -------        -------          -----
<S>                               <C>           <C>           <C>            <C>              <C>
Balance at January 1, 2002         4,941,667     $    494      $  411,055     $  (847,204)     $(435,655)

Conversion of debentures to
 common stock                      1,436,000          144         457,906                        458,050

Exchange of stock for services     3,600,000          360       1,079,640                      1,080,000

Net loss                                                                       (1,194,932)    (1,194,932)
                                 -----------     --------      ----------     -----------     ----------

Balance at June 30, 2002           9,977,667     $    998      $1,948,601     $(2,042,136)    $  (92,537)
                                 ===========     ========      ==========     ===========     ==========

Balance at January 1, 2003        15,979,334     $  1,598      $4,132,171     $(4,537,993)     $(404,224)

Conversion of debentures to
 common stock                      2,786,000          279         111,521                        111,800

Exchange of stock for services/
 accounts payable                 15,012,738        1,501       1,356,813                      1,358,314

Net loss                                                                       (1,107,812)    (1,107,812)
                                 -----------     --------      ----------     -----------     ----------

Balance at June 30, 2003          33,778,072     $  3,378      $5,600,505     $(5,645,805)    $  (41,922)
                                 ===========     ========      ==========     ===========     ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                      Consolidated Statement of Cash Flows
        For the six months and three months ended June 30, 2003 and 2002
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          For the six months ended      For the three months ended
                                                                  June 30,                        June 30,
                                                        ---------------------------     ---------------------------
                                                            2003            2002            2003            2002
                                                        -----------     -----------     -----------     -----------
<S>                                                     <C>             <C>             <C>             <C>
Loss from operations                                    $(1,107,812)    $(1,194,932)    $  (661,499)    $  (399,281)
Adjustments to reconcile net loss from operations
 to net cash provided by (from) operating activities:
   Amortization and depreciation                            174,880          54,636          85,692          27,318
   Issuance of stock for services                         1,325,947       1,080,000         467,896         370,511
Changes in operating assets and liabilities
  (Increase) decrease in accounts receivable                (10,504)         (7,254)         (4,727)         (9,782)
  (Increase) decrease in prepaid expenses                  (787,460)             --        (148,668)             --
  Increase (decrease) in bank overdraft                      (6,295)          7,037           8,034           6,870
  Increase (decrease) in accounts payable                   198,316         (86,026)        173,534         (13,578)
  Increase (decrease) in accrued liabilities                 66,235         (32,418)         54,149          14,812
                                                        -----------     -----------     -----------     -----------

Net Cash (Used) by Operating Activities                    (146,693)       (178,957)        (25,589)         (3,130)
                                                        -----------     -----------     -----------     -----------
Cash Flows From Investing Activities
  Acquisition of property, equipment, software
   and customer and vendor data                             (40,630)         (7,935)        (24,255)             --
                                                        -----------     -----------     -----------     -----------

Net Cash (Used) by Investing Activities                     (40,630)         (7,935)        (24,255)             --
                                                        -----------     -----------     -----------     -----------
Cash Flows From Financing Activities
  Advances by officer, net                                  111,623         104,017          69,844         (51,370)
  Proceeds from/conversions of convertible debentures        75,700          77,300         (20,000)         54,500
                                                        -----------     -----------     -----------     -----------

Net Cash Provided by Financing Activities                   187,323         181,317          49,844           3,130
                                                        -----------     -----------     -----------     -----------

Net increase (decrease) in cash                                  --          (5,575)             --              --

Cash at beginning of period                                      --           5,575              --              --
                                                        -----------     -----------     -----------     -----------

Cash at end of period                                   $        --     $        --     $        --     $        --
                                                        ===========     ===========     ===========     ===========
Supplemental Disclosures
  Interest expense                                      $    80,222     $    31,929     $    69,656     $     7,263

  Non-cash issues: stock issued for services            $ 1,358,314     $ 1,080,000     $   933,019     $   370,511
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                   Consolidated Notes to Financial Statements
                 For the six months ended June 30, 2003 and 2002


Note 1. The Company

The  unaudited  financial  statements  included  herein were  prepared  from the
records of OrderPro  Logistics,  Inc. (the Company) in accordance with generally
accepted  accounting  principles  and reflect all  adjustments  that are, in the
opinion of  management,  necessary to provide a fair statement of the results of
operations  and  financial  position  for the interim  periods.  Such  financial
statements generally conform to the presentation reflected in the Company's Form
10-KSB  filed with the  Securities  and Exchange  Commission  for the year ended
December 31, 2002. The current  interim period reported herein should be read in
conjunction  with the Company's Form 10-KSB subject to independent  audit at the
end of the year.  Results of operations in interim  periods are not  necessarily
indicative of results to be expected for a full year.

OrderPro  Logistics,  Inc. was  incorporated  in the state of Arizona on May 12,
2000. On September 29, 2000 the Company acquired FifthCAI,  Inc., a public shell
corporation,  in a capital transaction  accompanied by a stock recapitalization.
FifthCAI,  Inc.  was  incorporated  on  February  2,  2000 and had only  limited
operations  until its acquisition by OrderPro  Logistics,  Inc. on September 29,
2000. In conjunction with the acquisition,  the Company had a reorganization  of
its equity to  establish  a par value of $0.0001 per share and to  accomplish  a
6.20-shares-for-one split in 2000.

OrderPro  Logistics,  Inc.  provides  innovative  and  cost-effective  logistics
solutions.  The strength of the Company lies in the ability to combine expertise
with  technology  to achieve  the  customer's  objective.  The Company is at the
forefront of web-enabled transportation technology and is positioned for ongoing
growth in business and profits.  OrderPro Logistics, Inc. combines experience, a
track record of success in the transportation industry, and proprietary software
to  integrate  the power of the  Internet  with  daily  transportation  needs to
achieve cost-efficient shipping.

*    OrderPro(TM)  provides an extensive  communications  and information system
     that ties together our network of employees,  carriers and customers.  This
     revolutionary  program  allows  users  to gain  total  control  over  their
     shipping departments through a comprehensive suite of customized tools.
*    The 3PL (Third-Party Logistics) Program assists organizations by developing
     a coherent business strategy.  Employees of OrderPro  Logistics,  Inc. work
     with customers to develop a  comprehensive  project plan,  deploy a project
     team  to  initiate  the  plan,   and  remain  with  the  customer   through
     implementation.
*    Freight  Management  includes all major modes of  transportation  including
     Truckload,  LTL,  intermodal,  air, and ocean freight.  OrderPro Logistics,
     Inc.   provides  the  expertise  and  information  to  determine  the  most
     cost-effective methods for the shipment of freight.

                                       7
<PAGE>
Going Concern and Management Plans

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company had limited  operations
since  inception,  and had losses through  December 31, 2002 of $4,537,993 and a
loss for the quarter  ended June 30, 2003 of  $661,499  and has limited  working
capital  reserves.  The  Company  expects to face many  operating  and  industry
challenges and will be doing business in a highly competitive industry.

Capital reserves at June 30, 2003 were essentially  depleted.  The Company plans
to increase  working capital through the sale of stock and debentures as well as
seek strategic  mergers or acquisitions in the industry to increase  revenue and
cash flow.

If the Company is unable to increase sales as expected,  and/or raise additional
interim  capital to fully  implement its business  plan, it may  jeopardize  the
ability of the Company to continue as a going concern.

These  financial  statements  do not  include  any  adjustments  relating to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

Note 2. Significant Accounting Policies

Consolidation - The consolidated  financial  statements  include the accounts of
the Company and its subsidiary.  All intercompany accounts and transactions were
eliminated.

Revenue  and  Expense  Recognition  - The Company  recognizes  revenue  when the
freight  is  tendered  to the  carrier  at origin and the  Company  records  the
concurrent  liability  to the  carrier  and any other  expenses  related  to the
shipment for which the Company is liable.  Where the Company does not assume the
liability  for  payment  of  expenses  or  risk  of  collection,  it  recognizes
commission upon performance of services.

Accounts  Receivable  - The  Company  recognizes  revenue  based on its  revenue
recognition  policy and provides an allowance for doubtful accounts based on the
Company's  evaluation of credit  worthiness  and  collection  prospects for each
client.  At June  30,  2003  all  amounts,  net of the  allowance  for  doubtful
accounts, are estimated to be collectible.

Property  and  Equipment  -  Property  and  equipment  are  carried at cost less
accumulated depreciation.  Cost was determined based on the depreciated carrying
value at the time the assets were placed in the Company.  Property and equipment
is depreciated on a  straight-line  basis over the estimated  useful life of the
asset ranging from three to seven years.

Purchased  and  Internally  Developed  Software - The  Company is  committed  to
completion of an Internet  software  system for its internal use and potentially
for sale or lease to third  parties.  In accordance  with the  provisions of the
American  Institute of Certified  Public  Accounts  Statement of Position  98-1,
ACCOUNTING FOR THE COSTS OF COMPUTER SOFTWARE DEVELOPED OR OBTAINED FOR INTERNAL
USE, the Company has  capitalized  certain costs  incurred in the  production of
internal-use  software.  The amount  capitalized  as an asset of the  Company is
being depreciated over its estimated economic life.

                                       8
<PAGE>
Customer and Vendor Data - In June 2001 the Financial Accounting Standards Board
issued Statement No. 142, GOODWILL AND OTHER INTANGIBLE  ASSETS.  This statement
establishes  accounting and reporting standards for goodwill and intangibles for
years  commencing   after  December  15,  2001.   Whether  already  acquired  or
subsequently  acquired  after the  effective  date,  companies  are  required to
identify  intangibles with finite lives and those with indefinite  lives.  Those
intangibles  with finite lives are to be amortized  over the useful lives of the
assets while those with  indefinite  lives are not to be amortized.  The Company
purchased  customer lists and related  database  information used to speed order
matching and the pricing process.

Impairment  of  Long-lived  Assets - In  August  2001 the  Financial  Accounting
Standards  Board issued  Statement  No. 144,  ACCOUNTING  FOR THE  IMPAIRMENT OR
DISPOSAL  OF  LONG-LIVED  ASSETS,  which  superseded  FASB  Statement  No.  121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED  ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, and the accounting  and reporting  provisions of APB Opinion No.
30, REPORTING THE RESULTS OF  OPERATIONS-REPORTING  THE EFFECTS OF DISPOSAL OF A
SEGMENT OF A BUSINESS,  AND  EXTRAORDINARY,  UNUSUAL AND INFREQUENTLY  OCCURRING
EVENTS AND TRANSACTIONS,  for the disposal of a segment of a business. Statement
No.  144  requires  that those  long-lived  assets be  measured  at the lower of
carrying amount or fair value less cost to sell, whether reporting in continuing
operations or in  discontinued  operations.  The provisions of Statement No. 144
are effective for financial  statements  issued for fiscal years beginning after
December  2001.  This  statement has not had a material  impact on the financial
condition or results of operations.

Income Taxes - The Company  accounts for income  taxes under the  provisions  of
Statement of Financial  Accounting  Standards No. 109, which requires the use of
an asset and liability  method of  accounting.  Under this method,  deferred tax
assets  and  liabilities   are  recognized  for  the  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and  liabilities  and their  respective tax bases and tax credit
carry-forwards.  Deferred tax assets and  liabilities are measured using enacted
tax rates expected to apply to taxable income in years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

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,  liabilities,
revenues and expenses. Actual results could differ from those estimates.

                                       9
<PAGE>
Note 3. Property and Equipment

Property and equipment consist of the following:

                                                            June 30,
                                                    -----------------------
                                                      2003            2002
                                                    -------         -------
     Computers                                      $16,772         $13,772
     Machinery & equipment                           21,000
     Furniture and equipment                         14,299          11,299
                                                    -------         -------
                                                     52,071          25,071

     Less:accumulated depreciation                   22,261          15,225
                                                    -------         -------

     Total Furniture and Equipment                  $29,810         $ 9,846
                                                    =======         =======

Depreciation and amortization  expense for the six months and three months ended
June 30, 2003 and 2002 was $5,858 and $5,941 and $2,935 and $877, respectively.

Note 4. Purchased and Internally Developed Software and Customer and Vendor Data

The  Company  has  capitalized  the cost of  developing  internal  use  software
proprietary  to its business  purpose.  Under the  provisions  of SOP 98-1,  the
Company  capitalizes  costs  associated with software  developed or obtained for
internal use when both the preliminary project stage is completed and management
has  approved the project it  determines  to be probable of  completion  for the
intended purpose.

Research and development costs and other software maintenance costs are expensed
as incurred.  Software  development  costs are amortized  using a  straight-line
method over a period of up to seven years, but not exceeding the expected useful
life of the product.


Purchased and internally developed software consist of the following:

                                                            June 30,
                                                   ------------------------
                                                     2003            2002
                                                   --------        --------

     Software                                      $641,962        $377,322
                                                   --------        --------
                                                    641,962         377,322

     Less:  accumulated depreciation                274,831          66,282
                                                   --------        --------

     Total Software                                $367,131        $311,040
                                                   ========        ========

Amortization  of software  costs for the six months and three months ending June
30,  2003  and  2002  were   $104,410  and  $25,900  and  $52,851  and  $12,950,
respectively.

                                       10
<PAGE>
The purchased customer and vendor data utilized by the Company were purchased in
the quarter ended  December 31, 2000 from third  parties and, in part,  from the
major stockholder of the Company. The total cost to the Company was $358,878. Of
the total cost, the major stockholder's portion was $128,782,  which is included
in the Due to Officer  Liability  in the amount of $48,782  and the  balance was
issued in the form of a  debenture  from the  Company in the amount of  $80,000.
These  customer lists are being  amortized  over their expected  useful lives of
three years.

Note 5. Notes Payable

The Company has a $15,000.00  note payable owed to Paul Titus accruing  interest
at a rate of 8% per annum.  This note was due and payable on June 30, 2003.  The
Company is  currently  in the  process  of  renegotiating  this  note,  as it is
currently in default.

Note 6. Convertible Debentures

The Company has issued debentures for cash and services provided to the Company.
These debentures bear interest at a rate of 10% per annum and $223,475 is due in
November 2003 and $211,000 is due in November 2005.  Also, in November 2002, the
Company issued debentures for the acquisition of GPTI. The conversion rates into
1 share of common stock range from $0.05 to $0.30  (depending  on the  debenture
agreement) of principal amount of debenture  converted.  As of June 30, 2003 the
Company has outstanding convertible debentures in the amount of $434,475. If all
outstanding  debentures  were converted at June 30, 2003, the Company would have
had to issue an additional 4,198,750 shares.

Note 7. Income Taxes

At June 30, 2003 the  Company  has  approximately  $5,645,812  of net  operating
losses available to offset future income tax liability. There is no certainty as
to the timing of such  recognition  nor that the  Company  will be able to fully
utilize these amounts.  The effect of recognizing the tax effect of the loss for
the periods ended June 30, 2003 and 2002 resulted in a deferred income tax asset
of $0 after being  offset by an equal  valuation  allowance  of  $2,314,783  and
$816,854, respectively.

                                       11
<PAGE>
The  income  tax  benefit  for the three  months  ended  June 30,  2003 and 2002
includes the following components:

                                                              June 30,
                                                      -------------------------
                                                        2003            2002
                                                      ---------       ---------
     Current Income Taxes
        Federal                                       $(376,700)      $(406,000)
        State                                           (77,500)        (83,700)
                                                      ---------       ---------
                                                       (454,200)       (489,700)
     Deferred Income Taxes:
        Federal                                               0               0
        State                                                 0               0
                                                      ---------       ---------
                                                              0               0

     Total current and deferred income tax benefit     (454,200)       (489,700)
     Increase in valuation allowance                    454,200         489,700
                                                      ---------       ---------
     Benefit (provision) for income taxes             $       0       $       0
                                                      =========       =========

Future  realization  of the net deferred  tax assets is dependent on  generating
sufficient  taxable  income  prior to the  expiration  of the  respective  carry
forwards.  Tax effects are based on a 7.0% state and a 34.0% federal  income tax
rate for a net combined rate of 41.0%.  The realized net operating losses expire
over the next twenty  years for federal  income tax  purposes and five years for
state income tax purposes as follows:

                                     Federal                   State
        Expiration                   Amount                    Amount
        ----------                   ------                    ------
           2005                                             $  296,000
           2006                                                551,000
           2007                                              2,693,413
           2008                                              1,107,812
           2020                   $  296,000
           2021                      551,000
           2022                    2,693,413
           2023                    1,107,812
                                  ----------                ----------
              Total               $4,648,225                $4,648,225
                                  ==========                ==========

                                       12
<PAGE>
Note 8. Related Party Transactions

At June 30, 2003 the Company has a liability  to an officer and  director of the
Company in the amount of  $512,538.  The amount is to be repaid over three years
and bears interest at a rate of 7.0% per annum.

Note 9. Lease Commitments

Current  facilities  for  company  headquarters  are  located  in the  Northwest
Corporate Center at 7400 North Oracle Road, Tucson,  Arizona. The lease terms of
$3,521.00  per month ended on May 31,  2003.  Currently,  the Company is renting
these offices on a month-to-month basis. Great Plains Transportation  facilities
are located at 6505 East I-35 Frontage Road, City of Merriam, County of Johnson,
and State of Kansas. The lease is with The Neighborhood  Group,  Inc.,  Managing
Agent for D & R partners,  Inc. dba Courtside Offices. The monthly lease payment
is $875.00 through December 31, 2003.

Note 10. Stockholder's Equity

The Company has  100,000,000  shares of $0.0001 par value stock  authorized  and
33,778,072 shares outstanding at June 30, 2003.

Note 11. Operations and Employee Costs

Because operations were  substantially  curtailed during 2002 and the first half
of 2003 while all available resources were devoted to the initial development of
the business plan, revenue was minimal and operating expenses were significantly
reduced. A small team of dedicated  individuals devoted their time and energy to
the tasks necessary for the successful achievement of the goals described in the
foregoing   paragraphs.   The  Board  of  Directors   recognizes   the  critical
contributions  of these key  employees  and  compensated  them for their ongoing
efforts and support by granting shares of restricted common stock.

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<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

This Form 10-QSB contains certain  statements that are not related to historical
results  including,  without  limitations,  statements  regarding  the Company's
business strategy and objectives and future financial position. These statements
are forward-looking  within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act and involve  risks and  uncertainties.  Although
the  Company  believes  that  the  assumptions  on which  these  forward-looking
statements  are  based  are  reasonable,  there  can be no  assurance  that such
assumptions  will prove to be accurate.  Actual results could differ  materially
from those discussed in the forward-looking statements. Factors that could cause
or  contribute  to such  differences  include,  but are not  limited  to,  those
discussed  in this  report.  All  forward-looking  statements  contained in this
report are qualified in their entirety by this cautionary statement.

OVERVIEW

OrderPro Logistics, Inc. acquired FifthCAI, Inc., a public shell corporation, in
a  capital  transaction  accompanied  by a stock  recapitalization  in 2000.  In
conjunction with the acquisition, the Company had a reorganization of its equity
to   establish  a  par  value  of  $0.0001  per  share  and  to   accomplish   a
6.20-shares-for-one split prior to December 31, 2000.

OrderPro  Logistics,  Inc.  provides  innovative  and  cost-effective  logistics
solutions.  The strength of the Company lies in the ability to combine expertise
with  technology  to achieve  the  customer's  objective.  The Company is at the
forefront of web-enabled transportation technology and is positioned for ongoing
growth in business and profits.  OrderPro Logistics, Inc. combines experience, a
track record of success in the transportation industry, and proprietary software
to  integrate  the power of the  Internet  with  daily  transportation  needs to
achieve cost-efficient shipping.

RESULTS OF OPERATIONS

OrderPro Logistics,  Inc. is a horizontally  integrated company with two primary
functional  areas  consisting  of  on-site  logistics   management  and  freight
brokerage,  and  over-the-road  trucking  operations.  Operations were suspended
during  FY2002  while  all  available  resources  were  devoted  to the  initial
development of our business plan. The first phase was successfully  completed on
February 14, 2002 when the  Securities and Exchange  Commission  issued an Order
Declaring the Registration  Statement  Effective Pursuant to Section 8(a) of the
Securities Act of 1933, as Amended, File No. 333-53740.  Public trading of stock
began in September of 2002 under the trading symbol of OPLO.

Another element  critical to the success of our business plan is the acquisition
of companies that compliment our core business and are  successfully  positioned
in target markets with a track record of serving an assumable  customer base. On
November 15, 2002, OrderPro Logistics, Inc. acquired Great Plains Transportation
as a wholly  owned  subsidiary.  Revenue  growth  for the  period of March  2003
through June 2003  expanded at a rate of over 44% compared to the quarter  ended
March 31, 2003.  Continued revenue growth is anticipated through the addition of
over-the-road equipment.

                                       14
<PAGE>
Company  resources  have also been  focused on the  development  and  continuing
improvement of OrderPro(TM).  This innovative,  proprietary software program was
implemented  during  the first  quarter  of 2003 and is  currently  operational.
OrderPro(TM)  is  a  state-of-the-art,   web-based  transportation  optimization
solution  allowing users to gain total control over their  shipping  departments
through a comprehensive suite of customized tools.

In February 2003, OrderPro  Logistics,  Inc. signed the first of several planned
agreements with  International  Business Machines Poland for the development and
management of the Global OrderPro  Logistics  Database (GOLD) program.  The GOLD
program provides 3PL solutions for  manufacturers  and distributors to lower the
costs  associated  with the shipping and  transporting  of materials  via ground
carriers.  The GOLD program is slated to begin in Europe with expansion plans to
North America and Asia.

Because  operations were suspended during FY2002 and the first quarter of FY2003
while all available  resources  were devoted to the initial  development  of our
business  plan,  revenue was minimal and operating  expenses were  significantly
reduced. A small team of dedicated  individuals devoted their time and energy to
the tasks necessary for the successful achievement of the goals described in the
foregoing   paragraphs.   The  Board  of  Directors   recognizes   the  critical
contributions  of these key  employees  and  compensated  them for their ongoing
efforts and support by granting shares of restricted common stock.

Operating  revenues  increased  55%  primarily  as a result  of the  payment  of
expenses of  expenses,  including  compensation,  with  Company  stock which was
recorded at the time of the  earnings at the market price of the common stock on
a per share basis.

LIQUIDITY AND CAPITAL RESOURCES

OrderPro  Logistics,  Inc. had a net working capital deficit at June 30, 2003 of
$583,676.  The  Company  has  financed  it  operations  principally  through the
placement  of  convertible  debentures  and  the  personal  financial  resources
provided by the founder and Chief Executive Officer. Management is attempting to
raise  additional debt or equity capital to allow it to expand the current level
of  operations.  Both the public and  private  sale of  securities  and/or  debt
instruments  for  expansion of operations  will be considered if such  expansion
would benefit the overall growth and income objectives of the Company.

The audited  financial  statements,  year ending December 31, 2002 were prepared
assuming that OPLI will continue as a going concern.  OPLI commenced  operations
in 2000,  had  losses of  $4,537,993  through  December  31,  2002 and a loss of
$661,499  the  quarter  ended June 30,  2003,  and has limited  working  capital
reserves.  OPLI expects to face many operating and industry  challenges and will
be  doing  business  in a  highly  competitive  industry.  These  factors  raise
substantial doubt about the OPLI's ability to continue as a going concern.

                                       15
<PAGE>
Additional  funds  needed  to  continue  operations  through  June 30,  2004 are
$800,000.  Of  this  amount  approximately   $500,000  will  be  raised  through
operations.  However, the funds required to continue operations will not achieve
solvency.   The  funds  required  to  achieve   solvent   operations   would  be
approximately  $1,500,000.  If the  debenture  holders  elect not to  convert to
common stock, OrderPro Logistics, Inc. will need an additional $434,475 plus the
accrued interest. An infusion of capital would allow OrderPro Logistics, Inc. to
fully  implement  its  business  plan with the  carriers  and  obtain all of the
pricing  benefits that would  accompany its Rapid Pay Program.  The earlier that
this  program  can  be  achieved,   the  better  the   prospects  for  achieving
profitability.

The Company's  working  capital and other capital  requirements  during the next
fiscal year and thereafter will vary based on the sales revenue generated by the
Company.  A key operational  need is to pay the carriers for their services on a
basis that is  superior  to payment  terms  received  from  other  shippers  and
brokers.  When payment to the carriers is made quickly,  the Company will have a
greater number of carriers available to haul freight.  The relationship  between
increased revenue,  increased  receivables,  and increased capital is direct and
impacted  by delayed  customer  payments.  As revenue  increases,  the amount of
capital needed to fund the "Rapid Pay" program will increase.

SEASONALITY

The Company's operations are not affected by seasonal fluctuation. However, cash
flows may at times be affected by  fluctuations  in the timing of cash  receipts
from large contracts.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

ADDITIONAL  FINANCING.  The Company will require additional financing to achieve
growth operations and to support its working capital  requirements.  The Company
may seek  additional  financing  through  private  placements  of debt or equity
financing.

TECHNOLOGICAL  CHANGES.  The  Company  has been able to keep pace with  software
changes with the continuing design and development of its proprietary software.

COMPETITION.  The Company faces competition from many sources, some of which are
larger and have significantly more resources.

ITEM 3. CONTROLS AND PROCEDURES

Our Chief  Executive  Officer,  President,  and  Chief  Financial  Officer  (the
"Certifying   Officers")  are  responsible  for   establishing  and  maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed  such  disclosure  controls  and  procedures  to ensure  that  material
information is made known to them,  particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's  disclosure  controls and procedures within 90 days of the date of
this report and believe that the Company's  disclosure  controls and  procedures
are effective based on the required evaluation.

There have been no significant  changes in internal controls or in other factors
that could  significantly  affect  internal  controls  subsequent to the date of
their  evaluation,  including any corrective  actions with regard to significant
deficiencies and material weaknesses.

                                       16
<PAGE>
                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 07, 2003, the Board of Directors of OrderPro Logistics, Inc. adopted
a resolution  to amend the original  Articles of  Incorporation.  Article IV was
amended to read as follows:  The  corporation  shall have  authority to issue an
aggregate of One Hundred Million  (100,000,000) Common Capital Shares at $0.0001
par value per share.  Each issued and outstanding share of Common Capital Shares
will  entitle the holder  thereof to one (1) vote on any matter  submitted  to a
vote of or for consent of the shareholders. The corporation shall have authority
to issue an aggregate of Five Million (5,000,000)  Preferred  non-voting shares.
The Preferred  non-voting  shares will have a par value of $0.0001 per share. No
preferred shares have been issued as of June 30, 2003.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

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

On February 07, 2003, the Board of Directors of OrderPro Logistics, Inc. adopted
a resolution  to amend the original  Articles of  Incorporation.  Article IV was
amended to read as follows:  The  corporation  shall have  authority to issue an
aggregate of One Hundred Million  (100,000,000) Common Capital Shares at $0.0001
par value per share.  Each issued and outstanding share of Common Capital Shares
will  entitle the holder  thereof to one (1) vote on any matter  submitted  to a
vote of or for consent of the shareholders. The corporation shall have authority
to issue an aggregate of Five Million (5,000,000)  Preferred  non-voting shares.
The Preferred non-voting shares will have a par value of $0.0001 per share.

The number of shares of the  corporation  outstanding and entitled to vote on an
amendment to the Articles of Incorporation  was 33,778,072 at June 30, 2003; the
said change and  amendment  was  consented to and approved by a majority vote of
the stockholders  holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

      31.1  Certification  of Chief Executive  Officer  Pursuant to Rules 13a-14
            and 15d-14 as Adopted Pursuant To Section 302 of the  Sarbanes-Oxley
            Act Of 2002

      31.2  Certification  of Chief Financial  Officer  Pursuant to Rules 13a-14
            and 15d-14 as Adopted Pursuant To Section 302 of the  Sarbanes-Oxley
            Act Of 2002

      32    Certificate of Chief Executive  Officer and Chief Financial  Officer
            Pursuant to 18 U.S.C.  Section  1350 As Adopted  Pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

None.

                                       17
<PAGE>
                                 SIGNATURE PAGE

In accordance with Section 13 or 15(d) of the Exchange Act the Registrant caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                            ORDERPRO LOGISTICS, INC.



August 21, 2003                             /s/ Richard L. Windorski
                                            ------------------------------------
                                            Richard L. Windorski
                                            Director and Chief Executive Officer



August 21, 2003                             /s/ Patricia L. Green
                                            ------------------------------------
                                            Patricia L. Green
                                            Director and Chief Financial Officer

                                       18