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

                                 FORM 10-QSB/A
                                 Amendment No. 1

                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

For the Quarter Ended March 31, 2001              Commission File Number 0-30857


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


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


                6700 N. Oracle Road, Suite 412, 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

          Balance Sheet at March 31, 2001                                  2

          Statement of Operations for the three months
          Ended March 31, 2001                                             3

          Statement of Stockholders' Equity
          for the three months ended March 31, 2001                        4

          Statement of Cash Flows for the three months
          ended March 31, 2001                                             5

          Notes to Financial Statements                                    6

     Item 2. Management's Discussion and Analysis                         12

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                            14

     Item 2. Changes in Securities and Use of Proceeds                    14

     Item 3. Default Upon Senior Securities                               14

     Item 4. Submission of Matters to a Vote of Security Holders          14

     Item 5. Other Information                                            14

     Item 6. Exhibits and Reports on Form 8-K                             14

SIGNATURES                                                                15

                                       1
<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
  Due from officer and employee                                           1,134
                                                                    -----------
        Current Assets                                                  285,243

Property and equipment, net of accumulated depreciation                  20,474

Purchased and internally developed software, net of
 amortization                                                           188,655
Customer lists, net of amortization                                     474,977
Deposits                                                                150,000
                                                                    -----------
        Total Assets                                                $ 1,119,349
                                                                    ===========

                  LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   663,160
  Accrued liabilities                                                    89,293
  Bank overdraft                                                         61,125
  Notes payable                                                          50,353
  Convertible debentures                                                163,500
  Due to officer                                                        180,648
                                                                    -----------
        Current Liabilities                                           1,208,079
                                                                    -----------
        Total Liabilities                                             1,208,079

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                                                  (487,779)
                                                                    -----------
        Total Stockholders' Equity (Deficit)                            (88,730)
                                                                    -----------
        Total Liabilities and Stockholders' Equity                  $ 1,119,349
                                                                    ===========

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

                                       2
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Operations
                    for the three months ended March 31, 2001
                                   (unaudited)

Revenue                                                             $   388,846

Direct cost of revenue                                                  332,432
                                                                    -----------

Gross Profit                                                             56,414
Expenses
  Administrative costs                                                   34,358
  Amortization and depreciation                                          20,554
  Rent and occupancy costs                                               32,809
  Interest expense                                                        9,262
  Employee costs                                                        145,591
                                                                    -----------
         Total Costs                                                    242,574
                                                                    -----------

Loss before income tax benefit                                         (186,160)

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

Net Loss                                                            $  (186,160)
                                                                    ===========

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

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

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

                                       3
<PAGE>
                            OrderPro Logistics, Inc.
                        Statement of Stockholders' Equity
                    for the three months ended March 31, 2001
                                   (unaudited)


<TABLE>
<CAPTION>
                                                       Additional
                                    Common Stock        Paid In      Retained
                                  Shares     Amount     Capital      Earnings       Total
                                  ------     -----      -------      --------       -----
<S>                             <C>          <C>       <C>         <C>           <C>
Balance at December 31, 2000     4,900,000    $490      $398,759    $(301,619)    $  97,430

Net Loss                                                             (186,160)     (186,160)
                                 ---------    ----      --------    ---------     ---------
Balance at March 31, 2001        4,900,000    $490      $398,759    $(487,779)    $ (88,730)
                                 =========    ====      ========    =========     =========
</TABLE>

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

                                       4
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Cash Flows
                    for the three months ended March 31, 2001
                                   (unaudited)


Loss from operations                                                  $(186,160)

Adjustments to reconcile net income from operations to
 net cash provided by (from) operating activities:
  Amortization and depreciation                                          20,554
Changes in operating assets and liabilities
  (Increase) in accounts receivable                                     (52,846)
  Decrease in due from officer and employee                               1,799
  Decrease in prepaid expenses                                            2,375
  Increase on bank overdraft                                             54,840
  Increase in accounts payable                                          150,543
  Increase/(Decrease) in accrued liabilities                             40,263
                                                                      ---------
           Net cash (used in) operating activities                       31,368

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)
  Proceeds from convertible debentures                                   33,500
  Repayments of loan from officer                                        (9,256)
                                                                      ---------
           Net cash provided by financing activities                    (23,143)

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.

                                       5
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

Statement of Information Furnished

     The accompanying financial statements have been prepared in accordance with
Form  10-QSB   instructions  and  in  the  opinion  of  management  contain  all
adjustments  (consisting  of only normal and  recurring  accruals)  necessary to
present fairly the financial  position as of March 31, 2001.  These results have
been determined on the basis of generally accepted accounting principles.

Note 1 - The Company

     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  issued  240,000  shares of its
common stock to the former stockholders for FifthCAI, Inc. On a pro forma basis,
had the merger  occurred  on May 12,  2000,  the  combined  loss would have been
$1,300  greater.  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 $301,619 for the period from inception  through December 31,
2000,  a loss of  $186,160  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.

                                       6
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

Note 1 - The Company (continued)

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

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

Note 2 - Significant Accounting Policies

     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.

                                       7
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

Note 2 - Significant Accounting Policies (continued)

     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.

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                   4,597
                                                    -------
                                                    $20,474
                                                    =======

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

Note 4 - Purchased and Internally Developed Software

     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.

                                       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 (continued)

     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.

     The carrying value of software and development costs is regularly reviewed,
and a loss is  recognized  when the value of  estimated  undiscounted  cash flow
benefit related to the asset falls below the unamortized cost.

     Amortization  of software  costs and  customer  lists for the three  months
ending March 31, 2001 was $19,036.

Note 5 - Notes Payable

     The Company has a revolving loan agreement with a credit lender under which
it can borrow a percentage of the accounts receivable outstanding. The agreement
is in default as a result of the slow payment by a major  customer.  The Company
expects  that this  matter  will be  resolved  without  significant  cost to the
Company.

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.  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 moths ended March
31, 2001 was $3,356.

Note 7 - Income Taxes

     At March 31, 2001, the Company has approximately  $478,000 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 this loss
resulted  in a deferred  income tax asset of  approximately  $83,400,  which was
fully offset by an equal valuation allowance.

                                       9
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

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

                                   Federal          State           Total
                                   -------          -----           -----
     Current credit               $(68,400)       $(14,900)       $(83,300)
     Deferred credit                   (80)            (20)           (100)
                                  --------        --------        --------
                                   (68,480)        (14,920)        (83,400)
     Valuation reserve              68,480          14,920          83,400
                                  --------        --------        --------
                                  $      0        $      0        $      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:

     Computed  "expected" tax expense                               $63,300
     Increase in income taxes resulting from:
        State income taxes, net of Federal income tax benefit        20,100
                                                                    -------
                                                                    $83,400
                                                                    =======

     The tax effects of temporary  differences  that give rise to a deferred tax
asset at March 31, 2001 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 49 months.

     Realization  of the net  deferred  tax assets is  dependent  on  generating
sufficient taxable income prior to their expiration.  Tax effects are based on a
8.0% 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
     ----------                     ------
      2021                         $302,000
      2022                          186,000
                                   --------
           Total                   $488,000
                                   ========

                                       10
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the three months ended March 31, 2001
                                   (unaudited)

Note 8 - Related Party Transactions

     As part of the formation of the Company, the major stockholder  contributed
furniture,  property and related  assets to the Company in exchange for stock of
the Company.  These  assets were  recorded at the net  depreciated  value of the
assets held by the stockholders.

     At March 31, 2001, the Company has a receivable for an officer and director
of the Company in the amount of $1,134.  The Company  also has a loan payable to
an officer of  $180,648.  Accrued  interest  on this debt at March 31,  2001 was
$5,696.

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

     Basic loss per share is calculated by dividing the net loss by the weighted
average common shares  outstanding during the period. The diluted share base for
the period ended 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 periods.

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

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

OVERVIEW

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

     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  issued  240,000  shares of its
common stock to the former stockholders for FifthCAI, Inc. On a pro forma basis,
had the merger  occurred  on May 12,  2000,  the  combined  loss would have been
$1,300  greater.  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.

     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 $186,160  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.

                                       12
<PAGE>
     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.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a net working capital deficit of $88,730 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 agreement is
in default  as a result of the slow  payment by a major  customer.  The  Company
expects  that this  matter  will be  resolved  without  significant  cost to the
Company.

     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  $130,000, 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.

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.

                                       13
<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

          3.1. Articles of Incorporation  with Amendments filed with the Form 10
     SB on June 21, 2000 and incorporated by reference

          3.2.  By  Laws  filed  with  the  Form  10SB  on  June  21,  2000  and
     incorporated by reference

          3.3.  Computation  per share  earnings filed with Form 10-KSB on April
     16, 2001 and incorporated by reference and in current financial statements.

          10. Merger and Plan of  Reorganization  filed in an 8-K on October 17,
     2000 and incorporated by reference.

          10.1. Convertible Debenture filed with the SB-2 on January 16, 2001

     (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.

                                       14
<PAGE>
                                    SIGNATURE

     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 6, 2002               /s/ Richard L. Windorski
                               -------------------------------------------
                               Richard L.Windorski, Director and President

                                       15