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

                                   FORM 10-QSB

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


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


For the Quarter Ended September 30, 2002          Commission File Number 0-30857


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


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

                                 (520) 575-5745
                           (Issuers Telephone Number)

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

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of September 30, 2002: 10,037,667.

Transitional Small Business Disclosure Format:  [ ] YES  [X] NO
<PAGE>
                            ORDERPRO LOGISTICS, INC.

                                TABLE OF CONTENTS


                                                                         Page
                                                                         ----
PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements (unaudited)

         Balance Sheet at September 30, 2002                               3

         Statement of Operations for the nine months and three
         months ended September 30, 2002 and 2001                          4

         Statement of Stockholders' Equity for the nine months
         ended September 30, 2002 and 2001                                 5

         Statement of Cash Flows for the nine months and three
         months ended September 30, 2002 and 2001                          6

         Notes to Financial Statements                                     7

     Item 2. Management's Discussion and Analysis                         14

     Item 3. Controls and Procedures                                      16

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                            17

     Item 2. Changes in Securities and Use of Proceeds                    17

     Item 3. 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

CERTIFICATES                                                              19

                                       2
<PAGE>
                         PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

                            ORDERPRO LOGISTICS, INC.
                                  Balance Sheet
                               September 30, 2002
                                   (Unaudited)

ASSETS
  Cash                                                              $       470
  Accounts receivable - trade                                            14,332
                                                                    -----------
      Current Assets                                                     14,802

  Property and equipment, net of accumulated depreciation                 7,212
  Purchased and internally developed software, net of amortization      296,030
  Customer and vendor data, net of amortization                         246,064
  Deposits                                                              150,000
                                                                    -----------
      Total Assets                                                  $   714,108
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities
    Accounts payable                                                $   131,214
    Accrued liabilities                                                 144,261
    Notes payable                                                        62,000
    Due to officer                                                      369,129
    Convertible debentures                                               70,175
                                                                    -----------
      Current Liabilities                                               776,779
                                                                    -----------
      Total Liabilities                                                 776,779

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 10,037,667                              1,004
  Additional paid in capital                                          3,083,828
  Accumulated deficit                                                (3,147,503)
                                                                    -----------
      Total Stockholders' Equity (Deficit)                              (62,671)
                                                                    -----------
      Total Liabilities and Stockholders' Equity                    $   714,108
                                                                    ===========

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

                                       3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Operations
     For the nine months and three months ended September 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            For the nine months ended          For the three months ended
                                                  September 30,                      September 30,
                                         -----------------------------       -----------------------------
                                             2002             2001               2002             2001
                                         ------------     ------------       ------------     ------------
<S>                                      <C>              <C>                <C>              <C>
Revenue                                  $     38,604     $    735,425       $          0     $     10,556

Cost of Revenue:
  Direct costs of revenue                      35,146          580,522              1,389          141,047
  Employee costs                              181,800          213,178             61,800           31,590
  Rent and occupancy costs                      8,493           21,451              3,511            1,772

  Amortization and depreciation               109,418           74,514             56,334           24,838
                                         ------------     ------------       ------------     ------------
      Cost of Revenue                         334,857          889,665            123,034          199,247
                                         ------------     ------------       ------------     ------------

Gross profit (loss)                          (296,253)        (154,240)          (123,034)        (188,691)

Expenses
  Administrative costs                        510,834           97,723            289,722           12,444
  Employment costs                          1,391,681          114,788            628,167           17,009
  Rent and occupancy costs                     14,378            7,150             10,772              479
  Interest expense                             40,260           40,219              8,331            7,863
  Amortization and depreciation                46,893            1,145             45,341              382
                                         ------------     ------------       ------------     ------------
          Total Costs                       2,004,046          261,025            982,333           38,177
                                         ------------     ------------       ------------     ------------

Loss before income tax benefit             (2,300,299)        (415,265)        (1,105,367)        (226,868)
Benefit of income taxes                             0                0                  0                0
                                         ------------     ------------       ------------     ------------
Net Loss                                 $ (2,300,299)    $   (415,265)      $ (1,105,367)    $   (226,868)
                                         ============     ============       ============     ============

Loss per common share                    $      (0.22)    $      (0.08)      $      (0.11)    $      (0.05)
                                         ============     ============       ============     ============

Weighted average shares outstanding        10,037,667        4,900,048         10,037,667        4,900,141
                                         ============     ============       ============     ============
</TABLE>

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

                                       4
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                        Statement of Stockholders' Equity
              For the nine months ended September 30, 2002 and 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                                                                         (415,265)         (415,265)
                                  ----------      ------      ----------      -----------       -----------

Balance at Sept. 30, 2001          4,900,500      $  490      $  398,559      $  (711,904)      $  (312,855)
                                  ==========      ======      ==========      ===========       ===========

Balance at December 31, 2001       4,941,667      $  494      $  411,055      $  (847,204)      $  (435,655)

Conversion of debentures           1,436,000         144         476,906                0           477,050

Stock issued for services          3,660,000         366       2,195,867                0         2,196,233

Net Loss                                                                       (2,300,299)       (2,300,299)
                                  ----------      ------      ----------      -----------       -----------

Balance at Sept. 30, 2002         10,037,667      $1,004      $3,083,828      $(3,147,503)      $   (62,671)
                                  ==========      ======      ==========      ===========       ===========
</TABLE>

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

                                       5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Cash Flows
     For the nine months and three months ended September 30, 2002 and 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                       For the nine months ended     For the three months ended
                                                               September 30,               September 30,
                                                       --------------------------    --------------------------
                                                           2002           2001           2002           2001
                                                       -----------    -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>            <C>
Operating Activities
  Income (Loss) from operations                        $(2,300,299)   $  (415,265)   $  (374,049)   $  (226,868)

Adjustments to reconcile net income from operations
 to net cash provided by (from) operating activities:
  Amortization and depreciation                            156,312         75,659         52,104         25,220
  Stock issued for services                                753,500              0        261,000              0
Changes in operating assets and liabilities
  Decrease in accounts receivable                           (6,226)       106,888          3,185        176,674
  Decrease in due to officer and director                        0          2,933              0         68,903
  Decrease in prepaid expenses                                   0          2,374              0              0
  Increase in bank overdraft                               (15,393)        (4,759)       (22,430)       (51,596)
  Increase in accounts payable                               1,180         32,515           (166)         3,139
  Increase in accrued liabilities                           (8,017)       105,278           (526)        31,217
                                                       -----------    -----------    -----------    -----------
Net cash provided by operating activities               (1,418,943)       (94,377)       (80,882)        26,689
                                                       -----------    -----------    -----------    -----------
Cash flows from investing activities
  Acquisition of property and equipment                   (177,342)       (45,244)       (14,515)       (36,789)
                                                       -----------    -----------    -----------    -----------
Net cash (used in) investing activities                   (177,342)       (45,244)       (14,515)       (36,789)
                                                       -----------    -----------    -----------    -----------
Cash flows from financing activities
  Proceeds from notes payable                                    0         62,000              0          8,000
  Repayment of notes payable                                     0        (97,740)             0              0
  Proceeds from due to officer                              44,461         49,361         53,681          2,100
  Proceeds from convertible debentures                   1,546,250        126,000         37,350              0
                                                       -----------    -----------    -----------    -----------
Net cash (used by) financing activities                  1,590,711        139,621         91,031         10,100
                                                       -----------    -----------    -----------    -----------

Net increase in cash and cash equivalents                   (5,574)             0         (4,367)             0
Cash and cash equivalents at beginning                       6,044              0          4,837              0
                                                       -----------    -----------    -----------    -----------
Cash and cash equivalents at end of period             $       470    $         0    $       470    $         0
                                                       ===========    ===========    ===========    ===========
Supplemental cash flow information
  Interest expense                                     $    40,260    $    40,219    $     8,331    $     7,863
  Conversion of debentures to common stock             $   553,150    $    80,000    $   100,650    $         0
</TABLE>

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

                                       6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statements
                                   (Unaudited)

Note 1.  The Company

The unaudited financial statements included herein were prepared from the
records of OrderPro Logistics, Inc. (the Company) in accordance with generally
accepted accounting principles and reflect all adjustments 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, 2001. The current interim period reported herein should be read in
conjunction with the Company's Form 10-KSB subject to independent audit at the
end of the year. Results of operations in interim periods are not necessarily
indicative of results to be expected for a full year.

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

The Company provides freight brokerage and logistics services through internet
access, on-site presence, and custom-designed software, OrderPro(TM). This
revolutionary program allows users to gain total control over their shipping
cycle through a comprehensive suite of customized tools. With the placement of
on-site personnel, the Company essentially replaces the customer's
transportation department. The Company combines experience, a track record of
success in the transportation industry, and proprietary software to integrate
the power of the Internet with daily transportation needs to achieve
cost-efficient shipping.

GOING-CONCERN CONSIDERATIONS AND MANAGEMENT PLANS

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations
since inception, had losses of $296,639 for the period from inception through
December 31, 2000, a loss of $550,651 for the year ended December 31, 2001 and a
loss through the third quarter of 2002 of $2,300,299 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. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going-concern. The independent auditors'
report on the financial statements for the year ended December 31, 2001
expressed substantial doubt about the ability of the Company to continue as a
going-concern.

                                       7
<PAGE>
Note 1. The Company (continued)

Capital reserves at September 30, 2002 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.

Note 2. Significant Accounting Policies

Revenue and Expense Recognition - The Company recognizes revenue when the
freight is tendered to the carrier at origin, and the Company records the
concurrent liability to the carrier and any other expenses related to 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 September 30, 2002 all amounts, net of the allowance for doubtful
accounts, are estimated to be collectible.

Property and Equipment - Property and equipment are carried at cost less
accumulated depreciation. Cost was determined based on the depreciated carrying
value 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 production of internal-use software. The remaining cost related to
completion of this asset is estimated to be $50,000. The amount capitalized as
an asset of the Company is being depreciated over its estimated economic life.

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

                                       8
<PAGE>
Note 2. Significant Accounting Policies (continued)

Impairment of Long-lived Assets - In August 2001 the Financial Accounting
Standards Board issued Statement No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS, which supersedes FASB Statement No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, and the accounting and reporting provisions of APB Opinion No.
30, REPORTING THE RESULTS OF OPERATIONS-REPORTING THE EFFECTS OF DISPOSAL OF A
SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING
EVENTS AND TRANSACTIONS, for the disposal of a segment of a business. Statement
No. 144 requires that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reporting in continuing
operations or in discontinued operations. The provisions of Statement No. 144
are effective for financial statements issued for fiscal years beginning after
December 15, 2001 The Company will complete its valuation during the 4th quarter
of 2002.

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

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses. Actual results could differ from those estimates.

Note 3.  Property and Equipment

Property and equipment consist of the following:


                                                            September 30,
                                                      ----------------------
                                                        2002           2001
                                                      -------        -------
    Computers                                         $13,772        $13,772

    Furniture and equipment                            11,299         11,299
                                                      -------        -------
                                                      $25,071        $25,071

    Less:  accumulated depreciation                    17,859          7,158
                                                      -------        -------

    Total Furniture and Equipment                     $ 7,212        $17,913
                                                      =======        =======

                                       9
<PAGE>
Note 3. Property and Equipment (continued)

Depreciation and amortization expense for the nine months and three months ended
September 30, 2002 and 2001 was $7,900 and $2,633, and $3,770 and $1,239
respectively.

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

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

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

Purchased and internally developed software consist of the following:

                                                          September 30,
                                                    ------------------------
                                                      2002            2001
                                                    --------        --------
    Software                                        $443,765        $324,278
                                                    --------        --------
                                                    $443,765        $324,278

    Less:  accumulated depreciation                  147,735          40,915
                                                    --------        --------

    Total Software                                  $296,030        $283,363
                                                    ========        ========

Amortization of software costs for the nine months and three months ending
September 30, 2002 and 2001 were $88,574 and $29,525, and $18,419 and $12,426
respectively.

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

Amortization of the customer list for the nine months and three months ended
September 30, 2002 and 2001 was $59,837 and $19,946, and $31,614 and $18,797
respectively.

                                       10
<PAGE>
Note 5. Notes Payable

This note bears interest at a rate of 10% per annum, is due and payable in
October 2003, and is secured by the pledge of the trade accounts receivable.

Note 6. Convertible Debentures

As of September 30, 2002, the company has outstanding convertible debentures in
the amount of $70,175. Debentures accrue interest at a rate of ten percent (10%)
per annum. No accrued interest is paid upon conversion of the debentures.

Note 7. Income Taxes

At September 30, 2002 the Company has approximately $3,125,000 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
utilize these amounts. The effect of recognizing the tax effect of the loss for
the periods ended September 30, 2002 and 2001 resulted in a deferred income tax
asset of $0 after being offset by an equal valuation allowance of $943,000 and
$161,000, respectively.

The components of deferred tax assets and liabilities are as follows:

                                                       September 30,
                                               ----------------------------
                                                   2002             2001
                                               -----------      -----------
    Tax effects of carryforward benefits:
       Net operating loss carryforwards        $ 1,280,000      $   292,000
                                               -----------      -----------
    Net deferred income tax assets before
     valuation allowance                         1,280,000          292,000
    Less valuation allowance                    (1,280,000)        (292,000)
                                               -----------      -----------
    Net deferred tax asset                     $         0      $         0
                                               ===========      ===========

                                       11
<PAGE>
Note 7.  Income Taxes (continued)

The income tax benefit for the nine months ended September 30, 2002 and 2001
includes the following components:

                                                            September 30,
                                                      -------------------------
                                                         2002            2001
                                                      ---------       ---------
    Current Income Taxes
      Federal                                         $(782,000)      $(141,000)
      State                                            (161,000)        (20,000)
                                                      ---------       ---------
                                                       (943,000)       (161,000)

    Deferred Income Taxes:
      Federal                                                 0               0
      State                                                   0               0
                                                      ---------       ---------
                                                              0               0

    Total current and deferred income tax benefit      (943,000)       (161,000)
    Increase in valuation allowance                     943,000         161,000
    Benefit (provision) for income taxes              $       0       $       0
                                                      =========       =========

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

Note 8. Related Party Transactions

At September 30, 2002 the Company has a liability to an officer and director of
the Company in the amount of $369,129. The amount is to be 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 $2,490 through
May 31, 2003. Annual commitments for the calendar years are as follows:

                    2002           $ 7,470
                    2003           $12,450

                                       12
<PAGE>
Note 10. Stockholder's Equity

The Company has 100,000,000 shares of $0.0001 par value stock authorized and
10,037,667 shares outstanding at September 30, 2002.

Note 11.  Operations and Employee Costs

During the nine month period ended September 30, 2002, normal operations were
minimal and operating expenses were significantly reduced pending approval from
the SEC and NASD. On February 14, 2002 the Securities and Exchange Commission
issued an Order Declaring the Registration Statement Effective Pursuant to
Section 8(a) of the Securities Act of 1933, as Amended, File No. 333-53740. On
August 8, 2002 the NASD approved OrderPro Logistics, Inc. on the OTC Bulletin
Board. The Company recognizes the critical contribution of its key employees and
compensated them for their ongoing efforts and support by granting shares of
restricted common stock.

Note 12.  Subsequent Event - Acquisition of Great Plains Acquisition Corporation

On November 14, 2002 the Company acquired for and aggregate $265,000 of cash,
notes and convertible debentures Great Plains Acquisition Corporation (formerly
Great Plains Transportation) of Merriam Kansas. The acquisition will operate as
a wholly-owned subsidiary of the Company. Great Plains is a full service
transportation company operating seven power units with potential to expand its
market presence.

                                       13
<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. These statements
are forward-looking within the meaning of section 27A of the Securities Act and
section 21E of the Exchange Act and involve risks and uncertainties. Although
the Company believes that the assumptions on which these forward-looking
statements are based are reasonable, there can be no assurance that such
assumptions will prove to be accurate. Actual results could differ materially
from those discussed in the forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to, those 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.

2.1. OVERVIEW

OrderPro Logistics, Inc. 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-site
presence, and custom designed software.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations
since inception with losses of $296,639 for the period from inception through
December 31, 2000; a loss of $550,651 for the year ended December 31, 2001; a
loss for the nine months ended September 30, 2002 of $2,300,299. The Company has
limited working capital reserves and expects to face many operating and industry
challenges doing business in a highly competitive industry.

During 2002 the Company has focused all available resources on achieving the
approval of the SEC and NASD to become a trading company. On February 14, 2002
the Securities and Exchange Commission issued an Order Declaring the
Registration Statement Effective Pursuant to Section 8(a) of the Securities Act
of 1933, as Amended, File No. 333-53740. NASD approval was received on August
08, 2002. While operations have been limited, development of the Internet-based
software system has continued. This proprietary program is an integral component
of the third-party logistics program. The Company is currently seeking
investment support for the funding of its ongoing operations. The Company is
also seeking acquisition candidates that will enable it to achieve revenues as
defined by its business plan.

MANAGEMENT INFORMATION SYSTEMS

A primary component of the Company's business strategy is the continued
improvement of its proprietary OrderPro(TM) computer software system. This
advanced technology is intended to make the Company a leader in information
processing for transportation services. Completion of OrderPro(TM) is critical
to the implementation of the Company's business plan and has been a major focus
during the past nine months.

                                       14
<PAGE>
2.2. RESULTS OF OPERATIONS

Revenue is derived from the brokerage of freight services and by sharing in the
savings realized by the Company's customers in their shipping costs. The Company
had a loss of $2,300,299 for the nine months ended September 30, 2002 compared
to a loss of $415,265 for the same period ended September 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 September 30, 2002 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.

Operations were minimal during the first nine months of 2002 while all available
resources were devoted to obtaining SEC and NASD approval for public trading and
developing the proprietary software. Management anticipated that the Company
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 customers. The Company has proven that carriers
will haul freight for lower rates when they are paid promptly. Without the
capital required to provide rapid payment to the carriers, it is almost
impossible to ship freight at rate levels that will assure projected operating
margins. Adequate funding is essential in meeting the Company's anticipated
margins.

2.3. LIQUIDITY AND CAPITAL RESOURCES

The Company had a net working capital deficit at September 30, 2002. The Company
is attempting to raise additional debt or equity capital to allow it to expand
the current level of operations.

The audited financial statements for the year ending December 31, 2001 were
prepared assuming that the Company will continue as a going concern. The Company
commenced operations in 2000, had losses of $228,094 for the period ended
December 31, 2000, losses of $550,565 for the year ended December 31, 2001,
losses of $2,300,299 for the nine months ended September 30, 2002. The Company
expects to face many operating and industry challenges and will be doing
business in a highly competitive industry.

The Company has financed its operations principally through the sale of its
services and the placement of convertible debentures. Additional funds needed to
continue operations through March 31, 2003 will be approximately $600,000. Of
this amount $400,000 will be raised through operations. Specific use of the
$600,000 would be $375,000 to pay truckers for services provided and $225,000 to
pay all other current operating expenses of the Company. 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, the Company would need an additional $73,525 plus
interest to meets those obligations.

The Company's working capital and other capital requirements during the next
fiscal year and thereafter will vary based on the sales revenue generated by the
Company. A key operational need is to pay the carriers for their services on a
basis that is superior to payment terms received from other shippers and

                                       15
<PAGE>
brokers. When payment to the carriers is made quickly, the Company will have a
greater number of carriers desiring to haul freight. The relationship between
increased revenue, increased receivables, and increased capital is direct and
impacted by delayed customer payments. As revenues increase, the amount of
capital needed to fund the rapid payment of carriers will increase.

Both the public and private sale of securities and/or debt instruments for
expansion of operations will be considered if such expansion would benefit the
overall growth and income objectives of the Company. Should sales growth not
materialize, the Company may look to these public and private sources of
financing. The potential of obtaining sufficient capital on acceptable terms, if
at all, is uncertain. 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 existing common stock. Furthermore,
debt financing, if available, will require payment of interest and may involve
restrictive covenants that could impose limitations on operating flexibility.
Failure to obtain capital likely would adversely affect the Company's ability to
continue as a going concern or negatively impact the Company's ability to meet
its business objectives.

2.4. 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.

2.5. 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 with the continuing design and development of its proprietary software.

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

ITEM 3. CONTROL AND PROCEDURES

(a) Disclosure controls and procedures. Within 90 days before filing this
report, the Company evaluated the effectiveness of the design and operation of
its disclosure controls and procedures. The Company's disclosure controls and
procedures are the controls and other procedures that it designed to ensure that
it records, processes, summarizes and reports in a timely manner the information
it must disclose in reports that it files with or submits to the Securities and
Exchange Commission. Richard L. Windorski, the Company's Chief Executive Officer
and Principal Executive Officer, and Patricia Robinson, its Chief Financial
Officer and the Principal Accounting Officer, supervised and participated in
this evaluation. Based on this evaluation, Richard L. Windorski and Patricia
Robinson concluded that, as of the date of their evaluation, the Company's
disclosure controls and procedures were effective.

(b) Internal controls. Since the date of the evaluation described above, there
have not been any significant changes in the Company's internal accounting
controls or in other factors that could significantly affect those controls.

                                       16
<PAGE>
                                     PART II

ITEM 1. LEGAL PROCEEDINGS

The Company is a party to routine litigation incident to its business, primarily
related to vendor payment issues. Management does not believe that the
litigation, to which it is currently a part, if determined adversely to the
Company, would individually or in the aggregate have a materially adverse affect
on the Company's financial position or the results of operations.

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

Subsequent Event - Acquisition of Great Plains Acquisition Corporation

On November 14, 2002 the Company acquired for an aggregate $265,000 of cash,
notes and convertible debentures Great Plains Acquisition Corporation (formerly
Great Plains Transportation) of Merriam Kansas. The acquisition will operate as
a wholly-owned subsidiary of the Company. Great Plains is a full service
transportation company operating seven power units with potential to expand its
market presence. The Company will file by form 8-K the required audited
financial information.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

       2.1    Purchase and Sale Agreement - Great Plains Acquisition Corporation

       2.1a   Promissory Note

       2.1b   Debenture

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

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

(b) Reports on Form 8-K

       None

                                       17
<PAGE>
                                   SIGNATURES

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.



December 2, 2002                      /s/  Richard L. Windorski
                                      ------------------------------------
                                      Richard L. Windorski
                                      Director and President
                                      Principal Executive Officer




December 2, 2002                      /s/  Patricia Robinson
                                      ------------------------------------
                                      Patricia Robinson
                                      Director, Secretary and Treasurer
                                      Principal Accounting Officer

                                       18
<PAGE>
                       QUARTERLY CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of OrderPro Logistics, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Richard L. Windorski, Chief Executive Officer and President of the Company,
certify, pursuant to Rules 13a-14 and 15-d14 of the Securities Exchange Act of
1934, as adopted pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

     (1) I have reviewed the Report;

     (2) Based upon my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading;

     (3) Based upon my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition and results of operations of the Company, as of, and for,
the periods presented in the Report;

     (4) I and the other certifying officers of the Company:

       a.     are responsible for establishing and maintaining disclosure
              controls and procedures for the Company;

       b.     have designed such disclosure controls and procedures to ensure
              that material information is made known to us, particularly during
              the period in which the Report is being prepared;

       c.     have evaluated the effectiveness of the Company's disclosure
              controls and procedures within 90 days of the date of the Report;
              and

       d.     have presented in the Report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              the required evaluation.

     (5) I and the other certifying officers have disclosed to the Company's
auditors and to the audit committee of the board of directors (or persons
fulfilling the equivalent function):

       a.     all significant deficiencies in the design or operation of
              internal controls (a pre-existing term relating to internal
              controls regarding financial reporting) which could adversely
              affect the Company's ability to record, process, summarize and
              report financial data and have identified for the Company's
              auditors any material weaknesses in internal controls; and

       b.     any fraud, whether or not material, that involves management or
              other employees who have a significant role in the Company's
              internal controls.

     (6) I and the other certifying officers have indicated in the Report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

/s/ Richard L. Windorski
-------------------------------------
Richard L. Windorski,
Chief Executive Officer and President
December 2, 2002

                                       19
<PAGE>
         In connection with the Quarterly of OrderPro Logistics, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Patricia Robinson, Chief Financial Officer of the Company, certify, pursuant to
Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002, that:

     (1) I have reviewed the Report;

     (2) Based upon my knowledge, the Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made, in light of the circumstances under which such
statements were made, not misleading;

     (3) Based upon my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition and results of operations of the Company, as of, and for,
the periods presented in the Report;

     (4) I and the other certifying officers of the Company:

       a.     are responsible for establishing and maintaining disclosure
              controls and procedures for the Company;

       b.     have designed such disclosure controls and procedures to ensure
              that material information is made known to us, particularly during
              the period in which the Report is being prepared;

       c.     have evaluated the effectiveness of the Company's disclosure
              controls and procedures within 90 days of the date of the Report;
              and

       d.     have presented in the Report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              the required evaluation.

     (5) I and the other certifying officers have disclosed to the Company's
auditors and to the audit committee of the board of directors (or persons
fulfilling the equivalent function):

       a.     all significant deficiencies in the design or operation of
              internal controls (a pre-existing term relating to internal
              controls regarding financial reporting) which could adversely
              affect the Company's ability to record, process, summarize and
              report financial data and have identified for the Company's
              auditors any material weaknesses in internal controls; and

       b.     any fraud, whether or not material, that involves management or
              other employees who have a significant role in the Company's
              internal controls.

     (6) I and the other certifying officers have indicated in the Report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

/s/ Patricia Robinson
--------------------------------
Patricia Robinson
Chief Financial Officer
December 2, 2002

                                       20