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

                                  FORM 10-QSB/A
                                 Amendment No. 4

                                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 March 31, 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 May 12, 2000: 4,900,000

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

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1. - Financial Statements (Unaudited)

       Balance Sheet at March 31, 2001 ....................................    1

       Statement of Operations for the five months
       ended March 31, 2001 ...............................................    2

       Statement of Stockholders' Equity for the three months
       ended March 31, 2001 ...............................................    3

       Statement of Cash Flows for the three months
       ended March 31, 2001 ...............................................    4

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

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

PART II - OTHER INFORMATION

    Item 1. Legal Proceedings .............................................   17
    Item 2. Changes in Securities and Use of Proceeds .....................   17
    Item 3. Default 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

                                       i
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            ORDERPRO LOGISTICS, INC.
                                  Balance Sheet
                                 March 31, 2001
                                   (unaudited)

                                     ASSETS

Current Assets
  Accounts receivable - trade                                         $ 284,109
                                                                      ---------
     Current Assets                                                     284,109

Property and equipment, net of accumulated depreciation                  20,474

Purchased and internally developed software, net of amortization        188,655
Customer lists, net of amortization                                     337,516
Deposits                                                                150,000
                                                                      ---------
     Total Assets                                                     $ 980,754
                                                                      =========

                  LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                    $ 664,439
  Accrued liabilities                                                    89,293
  Bank overdraft                                                         61,125
  Notes payable                                                          50,353
  Due to officer                                                         40,392
  Convertible debentures                                                163,500
                                                                      ---------
  Current Liabilities                                                 1,069,102
                                                                      ---------
     Total Liabilities                                                1,069,102

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                                                  (487,397)
                                                                      ---------
     Total Stockholders' Equity (Deficit)                               (88,348)
                                                                      ---------
     Total Liabilities and Stockholders' Equity                       $ 980,754
                                                                      =========

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

                                       1
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Operations
                    for the three months ended March 31, 2001
                                   (unaudited)

Revenue                                                             $   388,846

Cost of Revenue:
  Direct cost of revenue                                                332,432
  Employee costs                                                        107,634
  Rent and occupancy costs                                               11,607
  Amortization and depreciation                                          24,772
                                                                    -----------
         Cost of Revenue                                                476,445
                                                                    -----------

Gross profit (loss)                                                     (87,599)

Expenses
   Administrative costs                                                  34,358
   Employment costs                                                      55,957
   Rent and occupancy costs                                               3,202
   Interest expense                                                       9,262
   Amortization and depreciation                                            380
                                                                    -----------
         Total Costs                                                    103,159
                                                                    -----------

Loss before income tax benefit                                         (190,758)

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

Net Loss                                                            $  (190,758)
                                                                    ===========

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

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

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

                                       2
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                        Statement of Stockholders' Equity
                    for the three months ended March 31, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                        Common Stock        Additional
                                   ---------------------     Paid In     Accumulated
                                     Shares       Amount     Capital       Deficit        Total
<S>                               <C>            <C>       <C>           <C>           <C>
Balance at December 31, 2000       4,900,000      $ 490     $ 398,559     $(296,639)    $ 102,410

Net Loss                                  --         --            --      (190,758)     (190,758)
                                   ----------     -----     ---------     ---------     ---------
Balance at March 31, 2001          4,900,000      $ 490     $ 398,559     $(487,397)    $ (88,348)
                                   ==========     =====     =========     =========     =========
</TABLE>

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

                                       3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Cash Flows
                    for the three months ended March 31, 2001
                                   (unaudited)


Loss from operations                                                  $(190,758)

Adjustments to reconcile net income from operations to net
 cash provided by (from) operating activities:
  Amortization and depreciation                                          25,152
Changes in operating assets and liabilities
  (Increase) in accounts receivable                                     (52,846)
  Decrease in due from officer and director                               2,933
  Decrease in prepaid expenses                                            2,375
  Increase on bank overdraft                                             54,840
  Increase in accounts payable                                          148,543
  Increase in accrued liabilities                                        40,263
                                                                      ---------
     Net cash provided by operating activities                           30,502

Cash Flows from Investing Activities
  Acquisition of property and equipment                                  (8,225)
                                                                      ---------
     Net cash (used in) investing activities                             (8,225)

Cash Flows from Financing Activities
  Repayment of notes payable                                            (47,387)
  Repayment of due to officer                                            (8,390)
  Proceeds from convertible debentures                                   33,500
                                                                      ---------
     Net cash (used by) financing activities                            (22,277)
                                                                      ---------

Net increase in cash and cash equivalents                                     0

Cash and cash equivalents at beginning of period                              0
                                                                      ---------

Cash and cash equivalents at end of period                            $       0
                                                                      =========

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

                                       4
<PAGE>
                                 ORDERPRO LOGISTICS, INC.
                               Notes to Financial Statement
                         for the three months ended March 31, 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  $190,758  for the three  months  ended  March 31, 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 March 31, 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 three months ended March 31, 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 March 31, 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
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

                                        6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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  amortizing
intangibles (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 three months ended March 31, 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                                   5,597
                                                                    -------
                                                                    $20,474
                                                                    =======

Depreciation and amortization  expense for the three months ended March 31, 2001
was $1,518.

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 three months ended March 31, 2001
                                   (unaudited)

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

Purchased and internally developed software consist of the following:

                                                               For the Three
                                                                Months Ended
                                                               March 31, 2001
                                                               --------------
     Software                                                      $207,760
                                                                   --------
                                                                    207,760
     Less: accumulated depreciation                                  19,105
                                                                   --------
                                                                   $188,655
                                                                   ========

Amortization of software costs for the three months ending March 31 was $10,818.

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  period  ended  March 31,  2001 was
$12,817.

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  three  months of 2001,  the Company  issued an  additional
$33,500 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 three months ended March 31, 2001 was $3,356.

                                        9
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

NOTE 7. - INCOME TAXES (CONTINUED)

At March 31,  2001,  the Company  has  approximately  $487,000 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 period  ended  March 31,  2001  resulted  in a deferred  income tax asset of
approximately $0, after being offset by an equal valuation allowance of $79,100.

The income tax benefit for the three  months  ended March 31, 2001  includes the
following components:

                                                          For the Three
                                                           Months Ended
                                                          March 31, 2001
                                                          --------------
     Current Income Taxes:
       Federal                                               $(65,000)
       State                                                  (14,000)
                                                             --------
                                                              (79,000)
     Deferred Income Taxes:
       Federal                                                    (80)
       State                                                      (20)
                                                             --------
                                                                 (100)
                                                             --------
     Total Current and deferred income tax benefit            (79,100)
     Increase in valuation allowance                           79,100
                                                             --------
     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 Three
                                                           Months Ended
                                                          March 31, 2001
                                                          --------------
     Benefit (provision) at Federal statutory rate           $(65,000)
     State income taxes, net of federal income
       tax benefit                                            (10,100)
                                                             --------
                                                              (79,100)
     Increase in valuation allowance                           79,100
                                                             --------
     Benefit (provision) for income taxes                    $      0
                                                             ========

                                       10
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                    for the three months ended March 31, 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.

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 March 31, 2001                        2021              190,000
                                                                ---------
          Total                                                 $ 487,000
                                                                =========

The state  realized net  operating  losses  expire over the next five years with
$297,000 expiring on 2005 and $190,000 expiring in 2006.

NOTE 8. - RELATED PARTY TRANSACTIONS

At March 31, 2001, the Company has a liability to an officer and director of the
Company in the amount of $40,392.  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            $43,478
                        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 March 31, 2001

NOTE 11. - EARNINGS (LOSS) PER SHARE

the period ended March 31, 2001  excludes the shares  related to the exercise of
the  conversion  right  under the  debentures  of  545,000  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 historicl
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 did not achieved revenue
growth in the first 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 a loss of $190,758 for the three months ended March 31, 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 March 31, 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 three  months ended March 31, 2001 was a negative
23%. 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  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.

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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 85.5% of revenues  for the three  months  ended March 31,
2001.

The second largest  expense is for  employees.  Wages and benefits for the three
months ending March 31, 2001 were 27.7% 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 three
months ended March 31, 2001 OrderPro  incurred an additional  $8,225 of software
development  costs. The total software  development  cost,  after  amortization,
incurred by OrderPro through March 31, 2001 is $188,655. 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 $784,993 at March 31, 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.  As of 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 first quarter
of  2001,  the  Company  issued  an  additional  $33,500  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 three months ended March
31, 2001 was $3,356.

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.

                                       13
<PAGE>
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 $228,094 for the period ended December 31, 2000, and has
limited working capital reserves.  For the first three months of 2001,  OrderPro
incurred an additional loss of $190,758. 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 March
31, 2002. During the first three months of 2001 we issued $33,500 of convertible
debentures.  During this same period the company  reduced its note  payable from
$97,740  to  $50,353.  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 April 1, 2001 through March 31, 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  $83,500  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
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

                                       14
<PAGE>
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.

                                       15
<PAGE>
                           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

          The  company  has filed one 8-K on October  17,  2000  announcing  the
     Merger and Plan of  Reorganization,  name  change of the company to OderPro
     Logistics,  Inc. and the resignation of the former Director and appointment
     of a new Board of Directors. The 8-K had attached to it the Merger and Plan
     of Reorganization, resignation of the Director and pro forma financials.

                                       16
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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

                                       17