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

                                  FORM 10-QSB/A
                                 Amendment No. 3

                                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, 2001            Commission File Number 0-30857


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


                7400 N. 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 August 12, 2000: 4,900,000

Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
                                      INDEX

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1. - Financial Statements

      Balance Sheet at June 30, 2001........................................   1

      Statement of Operations for the six months and three months
      ended June 30, 2001...................................................   2

      Statement of Stockholders' Equity for the six months
      ended June 30, 2001...................................................   3

      Statement of Cash Flows for the six months and three months ended
      June 30, 2001.........................................................   4

      Notes to Financial Statements.........................................   5

   Item 2. - Management's Discussion and Analysis...........................  12

PART II - OTHER INFORMATION

   Item 1. Legal Proceedings................................................  16
   Item 2. Changes in Securities and Use of Proceeds........................  16
   Item 3. Default Upon Senior Securities...................................  16
   Item 4. Submission of Matters to a Vote of Security Holders..............  16
   Item 5. Other Information................................................  16
   Item 6. Exhibits and Reports on Form 8-K.................................  16

SIGNATURES..................................................................  17

                                        i
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            ORDERPRO LOGISTICS, INC.
                                  Balance Sheet
                                  June 30, 2001
                                   (unaudited)

                                     ASSETS
Current Assets
  Accounts receivable - trade                                       $   301,049
                                                                    -----------
     Current Assets                                                     301,049

Property and equipment, net of accumulated depreciation                  19,170
Purchased and internally developed software, net of amortization        257,720
Customer lists, net of amortization                                     324,699
Deposits                                                                150,000
                                                                    -----------
     Total Assets                                                   $ 1,052,638
                                                                    ===========
                      LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   545,272
  Accrued liabilities                                                   123,091
  Bank overdraft                                                         53,122
  Notes payable                                                          54,000
  Due to officer                                                         27,140
  Convertible debentures                                                336,000
                                                                    -----------
  Current Liabilities                                                 1,138,625
                                                                    -----------
     Total Liabilities                                                1,138,625

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 4,900,000 shares                          490
  Additional paid in capital                                            398,559
  Accumulated deficit                                                  (485,036)
                                                                    -----------
     Total Stockholders' Equity (Deficit)                               (85,987)
                                                                    ----------
     Total Liabilities and Stockholders' Equity                     $ 1,152,638
                                                                    ===========

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

                                        1
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Operations
             for the six months and three months ended June 30, 2001
                                   (unaudited)

                                                    Six months     Three months
                                                       ended           ended
                                                   June 30, 2001   June 30, 2001
                                                   -------------   -------------
Revenue                                             $   681,137     $   292,291
Freight commissions                                      43,586          43,586
                                                    -----------     -----------
                                                        724,723         335,877
Cost of Revenue:
  Direct cost of revenue                                439,475         107,043
  Employee costs                                        181,588          73,954
  Rent and occupancy costs                               20,012           8,405
  Amortization and depreciation                          49,676          24,904
                                                    -----------     -----------
         Cost of Revenue                                690,751         214,306
                                                    -----------     -----------

Gross profit (loss)                                      33,972         121,571

Expenses
   Administrative costs                                  85,279          50,921
   Employment costs                                      97,779          41,822
   Rent and occupancy costs                               6,671           3,469
   Interest expense                                      31,877          22,615
   Amortization and depreciation                            763             383
                                                    -----------     -----------
Total Costs                                             222,369         119,210
                                                    -----------     -----------

Income (Loss) before provision/income tax benefit      (188,397)          2,361

Provision/(benefit) of income taxes                          --              --
                                                    -----------     -----------

Net Income (Loss)                                   $  (188,397)    $     2,361
                                                    ===========     ===========

Loss per common share                               $     (0.04)    $        --
                                                    ===========     ===========

Weighted average shares outstanding                   4,900,000       4,900,000
                                                    ===========     ===========

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

                                        2
<PAGE>
                            ORDER PRO LOGISTICS, INC.
                        Statement of Stockholders' Equity
                     For the six months ended June 30, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                      Common Stock      Additional
                                  -------------------    Paid In     Retained
                                    Shares    Amount     Capital     Earnings      Total
                                  ---------- -------- - ---------    --------     --------
<S>                               <C>         <C>      <C>          <C>          <C>
Balance at December 31, 2000       4,900,000   $ 490    $ 398,559    $(296,639)   $ 102,410
Net loss                                                              (188,397)    (188,397)
                                   ---------   -----    ---------    ---------    ---------
Balance at June 30, 2001           4,900,000   $ 490    $ 398,559    $(485,036)   $ (85,987)
                                   =========   =====    =========    =========    =========
</TABLE>

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

                                        3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Cash Flows
          for the six months and three months ended June 30, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                                          Six months         Three months
                                                            ended               ended
                                                         June 30, 2001       June 30, 2001
                                                         -------------       -------------
<S>                                                        <C>                  <C>
Net income (loss) from operations                          $(188,397)           $   2,381
Adjustments to reconcile net income from operations
  to net cash provided by (from) operating activities:
  Amortization and depreciation                               50,439               25,287
Changes in operating assets and liabilities
  (Increase) in accounts receivable                          (69,786)             (16,940)
  Decrease in due from officer and employee                    2,933
  Decrease in prepaid expenses                                 2,374
  Increase/(decrease) in bank overdraft                       46,837               (8,003)
  Increase/(decrease) in accounts payable                     29,376             (119,167)
  Increase/(decrease) in accrued liabilities                  74,061               33,798
                                                            ---------            ---------
        Net cash (used in) operating activities              (52,163)             (82,644)

Cash Flows from Investing Activities
  Acquisition of property, equipment and
       Other operating assets                                 (8,455)                (230)
                                                            ---------            ---------
        Net cash (used in) investing activities               (8,455)                (230)

Cash Flows from Financing Activities
  Proceeds from notes payable                                                       3,647
  Repayment of notes payable                                 (43,740)
  Repayment of due to officer                                (21,642)             (13,273)
  Proceeds from convertible debentures                       126,000               92,500
                                                           ---------            ---------
        Net cash provided by financing activities             60,618               82,874

Net increase in cash and cash equivalents                         --                   --
                                                           ---------            ---------

Cash and cash equivalents at beginning of period                  --                   --
                                                           ---------            ---------

Cash and cash equivalents at end of period                 $      --            $      --
                                                           =========            =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES

Interest expense                                           $  27,877            $  22,615
                                                           =========            =========
Issuance of debentures for software development            $  80,000            $  80,000
                                                           =========            =========
</TABLE>

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

                                        4
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 1. - THE COMPANY

The  unaudited  financial  statements  included  herein were  prepared  from the
records  of  the  Company  in  accordance  with  generally  accepted  accounting
principles and reflect all adjustments  which 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, 2000. 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.

OrderPro  Logistics,  Inc.  (the  "Company")  was  incorporated  in the state of
Arizona on May 12,  2000.  The Company had no  operations  until July 2000.  The
Company  provides  freight  brokerage,  and logistics  services through internet
access, on-sight presence and custom designed software.

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 on September 29, 2000. In
conjunction with the acquisition,  the Company had a reorganization of it equity
to  establish a par value of $0.0001 per share and  accomplish a 6.20 shares for
one split.

MANAGEMENT PLANS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company had limited operations in
2000, had losses of $296,639 for the period from inception  through December 31,
2000,  a loss of $188,397 for the six months ended June 30, 2001 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, 2001 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.

                                        5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES

Revenue  and  Expense  Recognition  - The Company  recognized  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 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, 2001, all amounts 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 of the  stockholder  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  and  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  Accountants  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  development  of  internal-use  software.  The remaining  development  costs
related to  completion  of this asset is estimated  to be $200,000.  The amounts
capitalized as an asset of the Company is being  depreciated  over its estimated
useful life.

Customer  List  -  The  Company  purchased  customer  listsnd  related  database
information that is used to speed order matching and the pricing  process.  This
data base is being amortized overs its estimated useful life of seven years.

Impairment of Long-lived Assets - The Company accounts for impairment of
long-lived  assets,   consisting  of  property  abd  equipment,   purchased  and
internally developed software,  and customer lists, in accordance with Statement
of Financial  Accounting  Standards No. 121,  "Accounting  for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS 121"). SFAS
121 requires  that  long-lived  assets be  continually  reviewed for  impairment
whenever  events  or  changes  in  circumstances  indicate  that  the  remaining
estimated useful life of the assets may warrant revision or that the balance may
not be  recoverable.  The Company  evaluates  possible  impairment  by comparing
estimated  future cash flows,  before  interest  expense and on an  undiscounted
basis,  to the net  book  value  of  assets.  If  undiscounted  cash  flows  are
insufficient  to recover  assets,  further  analysis  is  performed  in order to

                                        6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

determine the amount of the  impairment.  The Company would record an impairment
loss equal to the  amount by which the  carrying  amount of the  assets  exceeds
their fair market value.  Fair market value is usually  determined  based on the
present value of estimated expected future cash flows on a per transaction basis
using a discount rate commensurate with the risks involved. The estimated future
cash flows associated with long-lived assets are greater than the carrying value
of such assets and no impairment loss needs to be recognized.

Income Taxes - The Company  accounts for income  taxes under the  provisions  of
Statement of Financial  Accounting  Standards (SFAS) 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
carryforwards.  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.

Impact of Recently Issued  Accounting  Standards - In June 2001, the FASB issued
SFAS 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  estimates  useful lives of the
assets while those with  indefinite  lives are not to be amortized.  Goodwill is
not be amortized.  Each intangible or goodwill asset should be analyzed at least
annual for impairment where the carrying value is in excess of the fair value of
the  intangibles and in excess of the implied fair value in the case of goodwill
assets. The asset's carrying value is to be reduced by a charge to income if the
fair value is lower than the carrying value.  The Company has not determined the
effect of this new standard; however, due to the Company's limited amortizing
intangible  (purchased and internally developed software and customer lists) and
their  integral  utilization  in the  business  the impact is not expected to be
material.

                                        7
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 3. - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

     Computers                                   $ 13,772
     Furniture and equipment                       11,299
                                                 --------
                                                   25,071
     Less: accumulated depreciation                 5,901
                                                 --------
                                                 $ 19,170
                                                 ========

Depreciation and amortization  expense for the six months and three months ended
June 30, 2001 was $3,052 and $1,534, respectively.

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER LISTS

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.  Capitalized  costs include only 1) external  direct costs of
materials  and  services  consumed  in  developing  or  obtaining   internal-use
software,  2) payroll and  payroll-related  costs for employees who are directly
associated with and who devote time to the internal-use software project, and 3)
interest costs incurred, when material,  while developing internal use software.
Capitalization  of such costs  ceases no later than the time when the project is
substantially complete and ready for its 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.

In accordance with SFAS 121 the carrying value of software  development costs is
regularly reviewed,  and a loss is recognized when: 1) the internal use software
is not  expected to provide  substantial  service  potential,  2) a  significant
change  occurs in the  extent or manner  in which  the  software  is used,  3) a
significant change is made to the software program or 4) the costs of developing
or modifying  internal use computer  software  significantly  exceeds the amount
originally expected to develop the software.

                                        8
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER LISTS
          (CONTINUED)

Purchased and internally developed software consist of the following:

                                              For the Six Months
                                                    Ended
                                                June 30, 2001
                                                -------------
     Software                                      $287,780
                                                   --------
                                                    287,780
     Less: accumulated depreciation                  30,040
                                                   --------
                                                   $257,740
                                                   ========

Amortization  of software  costs for the six months and three months ending June
30, 2001 was $21,753 and $10,935, respectively.

The  purchased  customer  lists  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 there  expected  useful lives of seven
years.

Amortization  of the customer  list for the six months and three  months  ending
June 30, 2001 was $25,634 and $12,817, respectively.

NOTE 5. - NOTES PAYABLE

At December 31, 2000,  the Company has a revolving  loan agreement with a credit
lender under which it can borrow up to 50% percentage of the accounts receivable
outstanding.  The  agreement  was in default at December 31, 2001 as a result of
the slow payment by a major customer.  This line has subsequently  been paid off
by a replacement note with a new lender.  This new note bears interest at a rate
of 10% per annum,  is due and  payable in October,  2001,  and is secured by the
pledge of the trade accounts receivable.

NOTE 6. - CONVERTIBLE DEBENTURES

In November 2000, the Company issued $130,000 of convertible debentures to two
stockholders  of the  Company in exchange  for  operating  capital and  customer
lists.  In the  first six  months  of 2001,  the  Company  issued an  additional
$206,000 of  debentures.  These  debentures  bear  interest at a rate of 10% per
annum and are due in November 2001. The debentures are convertible  into 1 share
of common stock per $0.30 of principal amount of debenture. Interest expense for
the six  months and three  months  ended  June 30,  2001 was $6,069 and  $4,713,
respectively.

                                        9
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 7. - INCOME TAXES

At June 30, 2001, the Company has approximately $485,000 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 utilized
these amounts.  The effect of recognizing the tax effect of the loss for the six
months  ended  June  30,  2001  resulted  in a  deferred  income  tax  asset  of
approximately $0, after being offset by a valuation allowance of $77,100.

The income tax benefit for the six month period ended June 30, 2001 includes the
following components:

                                                    For the Six Months
                                                          Ended
                                                      June 30, 2001
                                                      -------------
Current Income Taxes:
  Federal                                                $(64,000)
  State                                                   (13,000)
                                                         --------
                                                          (77,000)
Deferred Income Taxes:
  Federal                                                     (80)
  State                                                       (20)
                                                         --------
                                                             (100)
                                                         --------
Total Current and deferred income tax benefit             (77,100)
Increase in valuation allowance                            77,100
                                                         --------
Benefit (provision) for income taxes                     $      0
                                                         ========

Income tax expense  differs from amounts  computed by applying the U.S.  Federal
income tax annualized rate of 34% to earnings before income taxes as a result of
the following:

                                                    For the Six Months
                                                          Ended
                                                      June 30, 2001
                                                      -------------
Benefit (provision) at Federal statutory rate            $(64,000)
State income taxes, net of federal income
  tax benefit                                             (13,100)
                                                         --------
                                                          (77,100)
Increase in valuation allowance                            77,100
                                                         --------
Benefit (provision) for income taxes                     $      0
                                                         ========

                                       10
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 7. - INCOME TAXES (CONTINUED)

The tax effects of temporary  differences that give rise to a deferred tax asset
at December 31, 2000 is the excess of  financial  statement  deduction  over tax
amortization of  organizational  expenses.  The deferred tax asset is $200 to be
recognized for tax purposes over the next 52 months.

Future  realization  of the net deferred  tax assets is dependent on  generating
sufficient   taxable   income  prior  to  the   expiration  of  the   respective
carryforwards.  Tax effects are based on an 7.0% state and 34.0% federal  income
tax rates for a net combined rate of 39.3%.  The realized net  operating  losses
expire over the next 20 years, as follows:

                                          Expiration           Amount
                                          ----------          --------
     From December 31, 2000                  2020             $297,000
     From June 30, 2001                      2021              188,000
                                                              --------
          Total                                               $485,000
                                                              ========

The state  realized net  operating  losses  expire over the next five years with
$297,000 expiring on 2005 and $188,000 expiring in 2006.

NOTE 8. - RELATED PARTY TRANSACTIONS

At June 30, 2001, the Company has a liability to an officer and director of
the Company in the amount of $27,140. Substantially all of this amount was
created by the  Company's  agreement  to  purchase  certain  customer  lists and
related data bases from the officer and director of the Company during 2000. The
amount is being repaid over three years and bears interest at a rate of 7.0% per
annum.

NOTE 9. - LEASE COMMITMENTS

The  Company is  obligated  under a long term  lease for office  space in Tucson
Arizona.  The annual  lease  payments  require  monthly  payments of $3,521 with
annual  escalation  through May 31, 2003.  Annual  commitments  for the calendar
years are as follows:

                        2001            $28,986
                        2002            $45,652
                        2003            $19,406

NOTE 10. - STOCKHOLDERS' EQUITY

The Company has  100,000,000  shares of $0.0001 par value stock  authorized  and
4,900,000 shares outstanding at June 30, 2001

NOTE 11. - EARNINGS (LOSS) PER SHARE

Basic loss per share is  calculated  by  dividing  the net loss by the  weighted
average common shares  outstanding during the period. The diluted share base for
the period ended June 30, 2001  excludes  the shares  related to the exercise of
the  conversion  right under the  debentures  of  1,120,000  shares due to their
antidilutive effect as a result of the Company's losses for the period.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

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,  are forward
looking  statements  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 and 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 set
forth in the preceding  paragraph,  as well as those discussed elsewhere in this
report. All forward-looking statements contained in this report are qualified in
their entirety by this cautionary statement.

OVERVIEW

OrderPro  Logistics,  Inc.  (the  "Company")  was  incorporated  in the state of
Arizona on May 12,  2000.  The Company had no  operations  until July 2000.  The
Company  provides  freight  brokerage,  and logistics  services through internet
access, on-sight presence and custom designed software.

The Company  continues to market its primary  service,  freight  brokerage,  and
logistics services through Internet access. The Company achieved a small revenue
growth in the second  quarter  2001.  The Company is vulnerable to volatility in
its revenue  because the nature of its  operations is such that it generates its
revenue from relatively few contracts. In any given year revenue will be heavily
concentrated with few customers.

RESULTS OF OPERATIONS

The  Company had net income of $2,361 for the three  months  ended June 30, 2001
and a loss of  $188,397  for the six months  ended June 30, 2001 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, 2001 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.

Our  operating  margin  for the six  months  ended  June 30,  2001 was 4.7%.  We
anticipated  that OrderPro would have the required  capital to consolidate  less
than truckload  shipments into truckload  shipments thereby generating  revenues
based on a fixed percentage of the shipping costs saved by our customer. Without
the capital  required to provide  rapid  payment to the  carriers,  it is almost
impossible  to ship  freight  at rate  levels  that will  assure  our  projected
operating  margins.  We have proven that  carriers  will haul  freight for lower
rates when they are paid promptly. Other factors affecting margins are high fuel
prices and our inability in certain cases to recover those costs. Numerous small

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companies in the trucking industry have gone out of business reducing the number
of  companies  available  to haul  freight.  We  believe  that we could meet our
anticipated margins if we were adequately funded.

Revenue is derived from the  brokerage of freight  services.  A customer  either
contacts OrderPro's central dispatch or contacts our on-site representative with
details of freight that needs to be moved by truck.

Additional  revenue  is earned  in that we  provide  our  customers  savings  in
shipping costs and we share that savings with the customer.

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.

OPERATING EXPENSES

The primary  expense is the cost paid to the  truckers  for moving the  freight.
These costs  amount to 60.6% of revenues  for the six months ended June 30, 2001
and 31.9% of revenues for the quarter ending June 30, 2001.

The second  largest  expense is for  employees.  Wages and  benefits for the six
months  ending June 30, 2001 were 25.1% of revenues  and for the quarter  ending
June 30, 2001 were 22.0% of revenues.

FINANCIAL CONDITION

The  significant  costs  incurred to develop  our  proprietary  software,  as of
December 31, 2000 was $117,861 in cash and common stock in the amount of $81,674
 . The balance due as of December 31, 2000 was $31,383.  For the six months ended
June 30, 2001 OrderPro  incurred an additional  $88,455 of software  development
costs.  Of  this  amount  $80,000  was  paid  by  the  issuance  of  convertible
debentures. The total software development cost, after amortization, incurred by
OrderPro  through  June  30,  2001 is  $257,720.  Another  major  aspect  of the
strategic  plan  calls  for  rapid  payment  of  carriers.  Until  such  time as
sufficient  capital is  available  to fund both rapid  payment of  carriers  and
growth of the company this plan cannot be implemented. Currently, trade accounts
receivables are less than trade accounts  payable due to the use of cash to fund
the growth of the company.  If additional  capital were not provided to OrderPro
it is  believed  that full  implementation  of the  strategic  plan  would be in
jeopardy.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a net working  capital deficit of $837,576 at June 30, 2001. The
Company has a revolving  loan  agreement with a credit lender under which it can
borrow a percentage of the accounts receivable outstanding.

The Company is attempting to raise additional debt or equity capital to allow it
to expand the current level of operations.  During the period ended December 31,
2000, the Company raised approximately  $50,000, for working capital through the
issuance of convertible debentures to two stockholders of  the company.  In  the

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<PAGE>
first  six  months  of 2001,  the  Company  issued  an  additional  $206,000  of
debentures  in the first six  months of 2001.  Of these  issuances  $80,000  was
issued for services and software  production for the Company.  These  debentures
bear  interest  at a rate of 10% per annum  and are due in  November  2001.  The
debentures are  convertible  into 1 share of common stock per $0.30 of principal
amount of debenture.

The Company is presently  negotiating with sources for additional equity capital
to  allow  it to  expand  the  current  level  of  operations.  There  can be no
assurances that the Company will be successful in obtaining such capital.

The audited  financial  statements,  year ending December 31, 2000 were prepared
assuming that OPLI will continue as a going concern.  OPLI commenced  operations
in 2000,  had losses of $296,639 for the period ended December 31, 2000, and has
limited working  capital  reserves.  For the first six months of 2001,  OrderPro
incurred an additional loss of $188.397. 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."

To date,  OPLI has financed  its  operations  principally  through the sales its
services and the placement of a convertible debenture. OrderPro believes that it
has and will have sufficient  cash flow to continue its operations  through June
30, 2002.  During the first six months of 2001 we issued $206,000 of convertible
debentures.  Of this amount  $80,000 was issued for  services to third  parties.
During this same period the company  reduced its note  payable  from  $97,740 to
$54,000.  We will consider both the public and private sale of securities and or
debt instruments for expansion of its operations if such expansion would benefit
the overall growth and income objectives of the company. Should sales growth not
materialize,  OPLI may look to these public and private sources of financing. We
do not know whether we can obtain sufficient  capital on acceptable terms, if at
all. Under such  conditions,  failure to obtain such capital likely would affect
adversely the company's ability to continue as a going concern,  or at a minimum
negatively impact the company's ability to timely meet its business  objectives.
Additional  funds needed to continue  operations  from July 1, 2001 through June
30, 2002 is $600,000. Of this amount $400,000 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
$1,000,000,  of  which  $400,000  would be  raised  through  operations.  If the
debenture  holders elect not to convert to common  stock,  OrderPro will need an
additional $336,000 plus interest to meet its obligations.

Specific  use of the  $600,000  would be $375,000 to pay  truckers  for services
provided and $225,000 would be used to pay all other current operating  expenses
of OrderPro.

OrderPro'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.  Management believes that a key operational need is to pay the truckers
for their  services  on a basis  which is  superior  to payment  terms  truckers
receive from other  shippers  and brokers.  When payment to the truckers is made
quickly  OrderPro can effectively negotiate for lower costs. When payment to the

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<PAGE>
truckers is made quickly we will have a greater  number of truckers  desiring to
haul freight for OrderPro. The relationship between increased revenue, increased
receivables  and increased  capital is direct as a result of delayed  payment by
our  customers.  As revenues  increase the amount of capital  needed to fund the
rapid  payment of  truckers  will  increase.  For each $100  increase  in annual
revenue  an  additional  $18.75 in capital  will be  required.  This  additional
capital will be used to fund the rapid payment of truckers. (The $18.75 is based
on funding accounts receivable. $100 in annual revenue, requires $75 in accounts
receivable funding. A/R turn of 90 days means 4 turns per year. 75/4 = $18.75).

We do not know if  additional  public or private  financing,  including  debt or
equity  financing  will be  available  as  needed,  or, if  available,  on terms
acceptable  to OrderPro.  Any  additional  equity  financing  may be dilutive to
shareholders and such additional equity securities may have rights,  preferences
or  privileges   that  are  senior  to  those  of  our  existing  common  stock.
Furthermore,  debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on our operating
flexibility.  The failure of OrderPro to successfully  obtain  additional future
funding may jeopardize our ability to continue our business and operations.

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 in  operations  and to support  its  working  capital  requirements.  The
Company may seek  additional  financing  through  private  placements of debt or
equity financing.

TECHNOLOGICAL  CHANGE.  The  Company  has been able to keep  pace with  software
changes  through an on going agreement with its software  company  contracted to
write and amend the software changes required to meet its customer demands.

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

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                           PART II. OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any litigation  and to its  knowledge,  no action,
suit or proceedings against it has been threatened by any person or entity.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

    None

(b) Reports on Form 8-K

    None

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                                 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


February 7, 2002              /s/ Richard L. Windorski
                              --------------------------------------------
                              Richard L. Windorski, Director and President


February 7, 2002              /s/ Patricia Robinson
                              --------------------------------------------
                              Patricia Robinson, Controller, Principal
                              Accounting Officer, Director,
                              Secretary and Treasurer

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