<PAGE>

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

                               AMENDMENT NO. 1 TO
                                  FORM 10-QSB/A

        (Mark One)
        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the transition period from_____ to _______

                        COMMISSION FILE NUMBER 000-30857

                            ORDERPRO LOGISTICS, INC.
                            ------------------------
                 (Name of Small Business Issuer in its Charter)

    Nevada                                                 86-0982348
    (State or other jurisdiction of                        (I.R.S.  Employer
    incorporation or organization)                         Identification No.)

    7400 North Oracle Road, Suite 162, Tucson, AZ          85704
    (Address of principal executive offices)              (Zip Code)


                    Issuer's telephone number: (520) 575-5745

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 for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date: January 17, 2005, 127,370,410 shares
of common stock, $.0001 par value.

Transitional Small Business Disclosure Format (Check One)   Yes [ ] No [X]




<PAGE>

<TABLE>
                                           ORDERPRO LOGISTICS, INC.


                                               TABLE OF CONTENTS

<S>     <C>
PART I.  FINANCIAL INFORMATION                                                                            Page

Item 1.  Financial Statements (unaudited)

              Condensed Consolidated Balance Sheet as of September 30, 2004 (unaudited)                      2

              Condensed Consolidated Statements of Operations for the Nine and Three
              Months ended September 30, 2004 and 2003 (unaudited)                                           3

              Condensed Consolidated Statements of Cash Flows for the Nine Months
              ended September 30, 2004 and 2003 (unaudited)                                                  4

              Notes to Condensed Consolidated Financial Statements (unaudited)                               5

Item 2.  Management's Discussion and Analysis or Plan of Operation                                          13

Item 3.  Controls and Procedures                                                                            18


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                                                  18

Item 2.  Changes in Securities and Small Business Issuer Purchases of Equity Securities                     19

Item 3.  Defaults Upon Senior Securities                                                                    19

Item 4.  Submission of Matters to a Vote of Security Holders                                                19

Item 5.  Other Information                                                                                  19

Item 6.  Exhibits                                                                                           19

                  Signatures                                                                                20


                                                      1
</TABLE>



<PAGE>

                    ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET


                                                                   September 30,
                                                                        2004
                                                                   -------------
                                                                    (Unaudited)

ASSETS

Current assets:
     Cash and cash equivalents                                     $     33,865
     Accounts receivable, net of allowance of $9,166                     66,293
     Prepaid expenses                                                     8,899
     Assets of discontinued operations                                  132,263
     Other assets                                                           209
                                                                   -------------

Total current assets                                                    241,529

Property and equipment, net                                             142,465

Goodwill                                                                160,000
Assets of discontinued operations                                       210,467
Due from stockholder and former officer                                 334,128
Deposits                                                                  1,842
                                                                   -------------

TOTAL ASSETS                                                       $  1,090,431
                                                                   =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Cash overdraft                                                $      2,327
     Accounts payable                                                   400,775
     Accrued interest payable                                            56,154
     Payroll liabilities                                                720,091
     Notes payable - stockholders                                       550,000
     Notes payable - current portion                                     25,068
     Convertible notes payable                                           99,425
     Payable for acquisitions                                           146,247
     Liabilities of discontinued operations                             300,961
     Advances from employees                                              9,780
     Due to stockholders                                                 44,658
                                                                   -------------

Total current liabilities                                             2,355,486

Liabilities of discontinued operations                                   83,210
Notes payable, less current portion                                      47,134
                                                                   -------------

Total liabilities                                                     2,485,830
                                                                   -------------

Commitments and contingencies

Stockholders' deficiency
     Preferred stock, par value $0.0001; 10,000,000 shares
       authorized, 11,000 shares issued and outstanding                       1
     Common stock, $0.0001 par value; 250,000,000
       shares authorized, 112,525,410 shares issued
       and outstanding                                                   11,253
     Additional paid-in capital                                      19,693,896
     Accumulated deficit                                            (20,934,299)
     Deferred equity based expense                                     (166,250)
                                                                   -------------

Total stockholders' deficiency                                       (1,395,399)
                                                                   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                     $  1,090,431
                                                                   =============


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


                                       2



<PAGE>

<TABLE>
                                         ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                       (UNAUDITED)


                                                  Three Months Ended September 30,       Nine Months Ended September 30,
                                                      2004               2003               2004                2003
                                                  --------------     --------------     --------------     --------------
                                                                     (As Restated)                         (As Restated)
<S>                                               <C>                <C>                <C>                <C>
Net revenues                                      $     209,451      $      54,671      $     656,246      $     182,085

Cost of revenues                                        194,461             21,388            517,309            158,170
                                                  --------------     --------------     --------------     --------------

Gross profit                                             14,990             33,283            138,937             23,915
                                                  --------------     --------------     --------------     --------------

Operating expenses:
     Compensation and related costs                   1,438,268          1,192,322          8,374,523          2,309,333
     Professional fees                                  115,389             38,528            711,265             88,473
     Software expense                                    (2,800)            88,326                873            141,428
     Impairment of goodwill                             497,213                 --            602,213                 --
     Other selling, general and adminstrative           155,194            214,610            319,957            484,837
                                                  --------------     --------------     --------------     --------------

Total operating expenses                              2,203,264          1,533,786         10,008,831          3,024,071
                                                  --------------     --------------     --------------     --------------

Loss from operations                                 (2,188,274)        (1,500,503)        (9,869,894)        (3,000,156)
                                                  --------------     --------------     --------------     --------------

Other expenses
     Interest                                           (12,504)            (9,403)           (32,654)           (91,326)
     Financing costs                                   (138,627)                --           (713,324)                --
     Beneficial conversion                                   --            (29,911)            (2,000)          (165,660)
                                                  --------------     --------------     --------------     --------------

Total other expense                                    (151,131)           (39,314)          (747,978)          (256,986)
                                                  --------------     --------------     --------------     --------------

Loss before provision for income taxes               (2,339,405)        (1,539,817)       (10,617,872)        (3,257,142)

Provision for income taxes                                   --                 --                 --                 --
                                                  --------------     --------------     --------------     --------------

Loss from continuing operations                      (2,339,405)        (1,539,817)       (10,617,872)        (3,257,142)
Income (loss) from discontinued operations               17,903                               (37,136)
                                                  --------------     --------------     --------------     --------------

Net loss                                          $  (2,321,502)     $  (1,539,817)     $ (10,655,008)     $  (3,257,142)
                                                  ==============     ==============     ==============     ==============

Continuing operations:
Loss per share, basic and diluted                 $       (0.02)     $       (0.04)     $       (0.10)     $       (0.11)
                                                  ==============     ==============     ==============     ==============

Weighted average number of common shares
     outstanding, basic and diluted                 114,300,410         43,287,781        104,495,559         29,973,126
                                                  ==============     ==============     ==============     ==============


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

                                                            3
</TABLE>



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                    ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                  (UNAUDITED)


                                                     2004               2003
                                                 -------------     -------------
                                                                   (As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                         $(10,655,008)     $ (3,257,141)
Add back loss from discontinued operations             37,136                --
                                                 -------------    --------------
Loss from continuing operations                   (10,617,872)       (3,257,141)
Adjustments to reconcile net loss to net cash
  used in operations:
    Depreciation                                       26,500             5,897
    Bad debt expense                                    9,166                --
    Equity based expense                            8,194,602         2,260,541
    Non-cash financing expense                        236,000                --
    Impairment of goodwill                            602,213                --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                   2,300            (9,418)
  Prepaid expenses                                     (4,907)               --
  Other assets                                           (209)           (3,450)
Increase (decrease) in:
  Accounts payable and accrued expenses               (17,416)          305,406
                                                 -------------     -------------

Net cash used in operating activities              (1,569,623)         (698,165)
                                                 -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions                            (95,000)          (15,000)
Property and equipment acquired                       (47,693)          (12,258)
                                                 -------------     -------------

Net cash used in investing activities                (142,693)          (27,258)
                                                 -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from cash overdraft                             (317)           17,446
Proceeds from notes payable                         1,439,000           182,500
Repayments of notes payable                           (51,688)               --
(Repayments to) advances from stockholder
  and former officer, net                            (238,438)           62,498
Advances from stockholders                             39,938                --
Repurchase of stock                                    (6,000)               --
Stock issued for cash                                 627,500           463,005
                                                 ------------      ------------

Net cash provided by financing activities           1,809,995           725,449
                                                 -------------     -------------

Net cash used by discontinued operations              (71,391)               --
                                                 -------------     -------------

Net increase in cash                                   26,288                26

Cash, beginning of period                               7,577               317
                                                 -------------     -------------

Cash, end of period                              $     33,865      $        343
                                                 =============     =============

Cash paid for:
  Interest                                       $     20,280      $         --
                                                 =============     =============


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

                                       4



<PAGE>

                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2004 AND 2003
                                   (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS

OrderPro Logistics, Inc. and its subsidiary JBP Express, Inc. (collectively
"OrderPro" or the "Company") is a customer-oriented provider of innovative and
cost-effective logistics solutions. With expertise in multi-modal transportation
management, OrderPro provides complete supply chain management, including
multi-modal transportation services, process improvement consulting, claims
management, private fleet management, warehouse storage, local delivery services
and product assembly. The operations of the Company's subsidiary, JBP Express,
Inc. ("JBP") have been discontinued and its assets, liabilities and operations
are reported as separate items in the condensed consolidated financial
statements (see Note 4).

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements, which include the
Company's wholly owned subsidiary, have been prepared by the Company in
accordance with generally accepted accounting principles pursuant to Regulation
S-B of the Securities and Exchange Commission. The financial information has not
been audited and should not be relied on to the same extent as audited financial
statements. Certain information and footnote disclosures normally included in
audited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these interim
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and related notes as contained in Form 10-KSB
for the year ended December 31, 2003. In the opinion of management, the interim
financial statements reflect all adjustments, including normal recurring
adjustments, necessary for fair presentation of the interim periods presented.
The results of operations for the nine months ended September 30, 2004 are not
necessarily indicative of results of operations to be expected for the full
year.

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements for 2004 include the accounts of
OrderPro Logistics, Inc. and its subsidiary, JBP (acquired October 15, 2003).
All material intercompany accounts and transactions have been eliminated in
consolidation. The condensed financial statements for 2003 include the accounts
of OrderPro Logistics, Inc.

USE OF ESTIMATES

The preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that effect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. The Company values shares issued in consideration of
services at fair value. Options or warrants issued to non-employees and
consultants are recorded using the fair value method, based on the Black-Scholes
option-pricing model. During the nine months ended September 30, 2004 the
Company has recorded an expense of $190,000, representing the intrinsic value of
1,000,000 options granted to an employee on the date of grant. This amount
approximated fair value as determined by the provisions of SFAS 123; therefore



                                       5



<PAGE>

net loss for 2004 and loss per share would be unchanged. There were 1,500,000
options issued to one employee during the nine months ended September 30, 2003,
and an expense of $45,000, representing the intrinsic value, has been recorded
in the accompanying financial statements. If the provisions of SFAS 123 were
applied to the 2003 options, net loss would be increased by $41,193, to
$3,298,335 and $1,581,010 for the nine and three months ended September 30,
2003, respectively, and loss per share would be unchanged.

NET LOSS PER COMMON SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings
(loss) per share ("Basic EPS") and diluted or earnings (loss) per share
("Diluted EPS"). The computation of basic loss per share is computed by dividing
loss available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted earnings per share gives
effect to all potentially dilutive common shares outstanding during the period.
The computation of diluted loss per share does not assume conversion, exercise
or contingent exercise of securities that would have an anti-dilutive effect on
earnings. At September 30, 2004 the Company had 66,620,632 potentially dilutive
securities outstanding, related primarily to convertible preferred stock, with
1,984,750 potentially dilutive securities outstanding at September 30, 2003,
related to convertible debentures. A reconciliation between basic and diluted
earnings (loss) per share has not been presented because the assumed exercise of
common stock equivalents would be anti-dilutive for all periods presented.

RECLASSIFICATIONS

Certain items have been reclassified in prior period statements to conform to
the current period presentation.

2. RESTATEMENT

The accompanying September 30, 2003 condensed financial statements have been
restated to reclassify and expense the erroneous capitalization of internally
developed software and to reverse the related amortization, to correct the
valuation and presentation of stock issued for services, to record a beneficial
conversion feature related to convertible debentures, and to remove customer
lists and internally developed software received from the Company's then CEO and
majority stockholder and the related liability.

The correction related to the software results from the reclassification to
expense of items which were improperly capitalized. Additionally, amortization
was improperly recorded; the software project was not substantially completed
and costs should not have been amortized until the project was substantially
completed and ready for its intended use. The software project was terminated as
of December 31, 2003. Accordingly, software costs have been expensed as incurred
as research and development in the accompanying condensed consolidated financial
statements.

The restatement also includes the rescission of the acquisition of Great Plains
Transportation, Inc., which had been recorded as of November 15, 2002. The
Company did not take effective control and possession of the assets and
operations to be acquired. The cash transactions were maintained in a bank
account over which the Company had no signature or authority and daily
transactions and operations were initiated by an employee carried over from the
previous ownership. The previous owner contributed significant amounts of cash
to maintain operations of the acquired assets.

The net result on operations of the restatements for the nine and three month
periods ended September 30, 2003 was to decrease the nine month net loss by
approximately $281,000 and to increase the three month net loss by approximately
$318,000. Loss per share increased to $(0.04) for the three months ended
September 30, 2003, from $(0.03) and decreased to $(0.11) for the nine months
ended September 30, 2003, from $(0.12).

3. ACQUISITIONS

During 2003 the Company made the following acquisitions:

         o        On February 21, 2003, the Company acquired certain assets of
                  TransMex USA, Inc. The purchase price was $75,000 in cash. The
                  Company also assumed a liability of $30,000. The balance due
                  to the seller of $75,000 was due at closing, but was unpaid at
                  September 30, 2004 and December 31, 2003.

         o        On October 1, 2003, the Company acquired certain assets of All
                  American Assemblies, Inc. The purchase price was $225,000 in
                  cash. There is a balance due to the seller of $71,247 and
                  $136,247 at September 30, 2004 and December 31, 2003,
                  respectively.


                                       6



<PAGE>

         o        On October 15, 2003, the Company acquired 100% of the
                  outstanding stock of JBP Express, Inc. The adjusted purchase
                  price was $437,910. This amount was paid in part through the
                  issuance of 1,603,638 shares of common stock, valued at
                  $400,910. Cash payments of $37,000 have also been made. There
                  was a balance due to the seller of $15,000 at December 31,
                  2003, which was paid during the six months ended June 30,
                  2004.

The following table represents unaudited pro forma results of continuing
operations for the nine and three month periods ended September 30, 2003,
including the operations of the 2003 acquisitions, as if the acquisitions were
owned for the entire period shown. The operations of JBP have been excluded
since those operations have been discontinued.

                                             Nine Months        Three Months
                                                Ended               Ended
                                            September 30,       September 30,
                                                2003                2003
                                            -------------       -------------

Revenue                                     $    513,750        $    141,087
Net loss                                      (3,277,420)         (1,538,575)
Loss per share                                     (0.11)              (0.04)


4. DISCONTINUED OPERATIONS

The operations of JBP have been discontinued as a result of on-site management
of JBP resigning their employment the week of October 11, 2004. Management has
evaluated the operations of this facility and has determined that the operations
will not be resumed. The assets, liabilities and operations of JBP have been
reported as discontinued operations in the accompanying condensed consolidated
financial statements. As a result of this decision, the goodwill of $497,213
related to the JBP operations has been fully impaired at September 30, 2004.

Assets and liabilities of the discontinued operations have been estimated as of
September 30, 2004 and consist of the following:

Assets:
Cash, including $71,574 restricted                                  $    83,220
Accounts receivable                                                      49,043
Property and equipment, net                                             192,717
Deposits                                                                 17,750
                                                                    ------------

Total assets                                                        $   342,730
                                                                    ============

Liabilities:
Accounts payable                                                    $   178,091
Payroll taxes payable                                                    51,784
Notes payable                                                           154,296
                                                                    ------------

Total liabilities                                                   $   384,171
                                                                    ============


5. STOCKHOLDERS' DEFICIENCY

Preferred Stock:

The Company has 10,000,000 shares of Preferred Stock, $0.0001 par value,
authorized for issuance. During the six months ended June 30, 2004, the Company
issued 11,000 shares of Series A preferred stock in settlement of notes payable
aggregating $1,100,000. The Company recorded a beneficial conversion expense of
$155,049 related to the issuance of the convertible preferred stock.

During July 2004 the Company amended the Certificate of Designation of its
Series A preferred stock to reduce the conversion rate to 85% of market price,
to set a floor on the conversion price at $0.01, and to set a ceiling on the
conversion price of $0.04 (see Note 7).


                                       7
<PAGE>

Common Stock:

During the nine months ended September 30, 2004, the Company had the following
common stock transactions:

         o        33,137,500 shares of common stock were issued for services.
                  The aggregate value of these shares was $5,974,750, of which
                  $166,250 was deferred at September 30, 2004. During August,
                  the Company cancelled 3,350,000 of these shares and reversed
                  $615,750 of compensation expense because services were never
                  provided on certificates previously created by Richard
                  Windorski but never delivered. During the three months ended
                  September 30, 2004 the Company expensed $1,513,550 of
                  previously deferred stock based compensation, since no future
                  services will be provided.

         o        1,666,666 shares of common stock were sold for cash proceeds
                  of $75,000. The shares were sold at a discount to market and a
                  financing cost of $52,778 has been recorded.

         o        6,616,667 shares of common stock were issued upon exercise of
                  stock options, for cash proceeds of $552,500.

         o        4,975,000 shares of common stock were issued upon exercise of
                  stock options, in consideration of services valued at
                  $582,500. During the three months ended September 30,
                  2004 the Company expensed $308,750 of previously deferred
                  stock based compensation, since no future services will be
                  provided.


         o        1,000,000 shares of common stock were issued to Richard
                  Windorski upon exercise of employee stock options. No cash was
                  paid upon exercise. The options were recorded at $190,000, the
                  intrinsic value.

         o        191,490 shares of common stock were cancelled in connection
                  with the settlement of a payable.

         o        200,000 shares of common stock were issued upon conversion of
                  a $10,000 10% convertible debenture.

         o        The Company issued warrants to purchase 1,500,000 shares of
                  common stock, related to the issuance of the preferred stock
                  described above, and recorded an expense of $169,759 related
                  to the warrants. The Company repriced these warrants in August
                  2004 and recorded an additional financing cost of $620.

         o        The Company repurchased 200,000 shares of its common stock for
                  $6,000 and cancelled the shares.

During the nine months ended September 30, 2003, the Company had the following
common stock transactions:

         o        4,600,000 shares of common stock were issued upon conversion
                  of $222,500 of the Company's 10% convertible debentures.

         o        15,762,904 shares of common stock, valued at $1,237,205, were
                  issued for services.

         o        5,871,429 shares of common stock were issued upon exercise of
                  stock options, in consideration of services valued at
                  $472,429.

         o        The Company recorded an expense of $456,769 related to the
                  fair value of options granted to non-employees and has
                  recorded an expense of $45,000 related to the intrinsic value
                  of an option granted to an employee.

         o        4,494,258 shares of common stock were issued upon exercise of
                  stock options, for cash proceeds of $315,005.

         o        1,850,000 shares of common stock were sold for cash proceeds
                  of $148,000.

6. STOCK OPTION PLAN

During 2003, the Company instituted the 2003 Incentive and Nonstatutory Stock
Option Plan (the "2003 Plan"). Pursuant to the 2003 Plan, stock options may be
granted to employees, directors or consultants of the Company. Options shall be
exercisable over a period of no longer than ten years. The total number of
shares of stock which may be purchased through exercise of options granted under
the 2003 Plan shall not exceed 10,000,000 shares.


                                      8



<PAGE>

The maximum number of shares which may be issued pursuant to stock options
exercised under the 2003 Plan is 10,000,000. However, the Company issued a total
of 13,033,652 shares through December 31, 2003, and an additional 1,350,000 in
2004. The shares were all issued without a restriction, although the Form S-8
Registration Statement filed with the Securities and Exchange Commission (SEC)
registered and covered only 10,000,000 shares. The issuance of the additional
4,383,652 shares constitutes a violation of Section 5 of the 1933 Act, which
essentially requires registration of shares prior to their sale. The additional
shares are presumed to have been disposed of in the public trading market, so
the precise share certificates issued would not be available for recission. The
Company is considering various corrective measures. These measures include
seeking to register the additional shares issued with the SEC. however, given
the circumstances, there can be no assurance that the SEC would declare a
registration statement effective. In addition, the SEC has the power to bring
administrative cease and desist proceedings or to file an action in Federal
court seeking to take remedial or punitive action against the Company and other
persons responsible for this violation. Potential remedies include a cease and
desist order, injunctive relief, disgorgement, or could involve the imposition
of civil monetary penalties. The precise effect of the above unauthorized
issuance of shares on the condensed consolidated financial statements is
unknown, but could be material.

In February, 2004, the Company instituted the 2004 Incentive and Non Statutory
Stock Option Plan (the "2004 Plan") covering an aggregate of 13,000,000 shares
of common stock (5,700,000 to be issued pursuant to stock options). Pursuant to
the 2004 Plan, stock options may be granted to employees, directors or
consultants of the Company. Options shall be exercisable over a period of no
longer than ten years.

The Company has issued 19,595,833 shares of unrestricted common stock pursuant
to the 2004 Plan, which exceeds the amount registered with the SEC. This
distribution of unregistered shares is in addition to the shares previously
described. The issuance of the additional shares not covered by the 2004 Plan or
SEC Registration Statement constitutes another violation of Section 5 of the
1933 Act, which essentially requires registration of shares prior to their sale.
The additional shares are presumed to have been disposed of in the public
trading market, so the precise share certificates issued would not be available
for recission. The Company is considering various corrective measures. These
measures include seeking to register the additional shares issued with the SEC.
however, given the circumstances, there can be no assurance that the SEC would
declare a registration statement effective. In addition, the SEC has the power
to bring administrative cease and desist proceedings or to file an action in
Federal court seeking to take remedial or punitive action against the Company
and other persons responsible for this violation. Potential remedies include a
cease and desist order, injunctive relief, disgorgement, or could involve the
imposition of civil monetary penalties. The precise effect of the above
unauthorized issuance of shares on the condensed consolidated financial
statements is unknown, but could be material.

The transactions comprising a substantial number of the shares issued in the
first six months of 2004, as well as a substantial number of previous share
issuances, are currently under internal investigation by the Company and may
result in other parties being named in the litigation pending against Mr.
Windorski (see Note 11).

7. NOTES PAYABLE

During January 2004 the Company issued an aggregate of $1,100,000 of 5%
promissory notes, due February 9, 2004 (See Note 11). Net proceeds from the
notes were $864,000, after payment of financing costs and professional fees. The
Company settled these notes in full in March 2004 through the issuance of an
aggregate of 11,000 shares of Series A convertible preferred stock. The
preferred stock was convertible into shares of common stock at a rate of 88% of
market price. Due to the beneficial conversion feature of the preferred stock,
the Company has recorded a financing expense of $155,049. The Company also
issued three warrants to purchase an aggregate of 1,500,000 shares of stock at
an exercise price of $0.30 per share. The company has recorded an additional
financing expense of $169,759 related to these warrants. During July, 2004 the
Company amended the terms of the warrants described above to adjust the exercise
price to $0.10 per share. An expense of $620 has been recorded as a result of
this repricing. The Company also reduced the conversion rate of the preferred
stock to 85% of market value. As a result, the Company has recorded an
additional beneficial conversion expense of $44,118.

During 2004, the Company entered into various notes payable, related to the
purchase of property and equipment. These notes aggregated $169,070 and are
secured by the equipment purchased.

During August 2004 the Company executed two promissory notes, each in the
principal amount of $275,000, resulting in cash proceeds of $550,000. The notes
contain essentially the same terms. Each note bears interest at 5% per year.
Each note calls for monthly payments of $27,500, commencing February 4, 2005,
with each payment applied first to unpaid accrued interest, with the balance to
principal. Any remaining principal balance, plus accrued interest, is due and
payable in full on February 4, 2006. The notes are secured by 6,000,000 shares
of common stock owned by the Company's president and CEO and he has personally
guaranteed the notes.

8. NON-CASH INVESTING AND FINANCING ACTIVITIES

During the nine months ended September 30, 2004, the Company had the following
non-cash investing and financing activities:

         o        33,137,500 shares of common stock were issued for services.
                  The aggregate value of these shares was $5,974,750, of which
                  $166,250 is deferred at September 30, 2004. During August, the
                  Company cancelled 3,350,000 of these shares and reversed
                  $615,750 of compensation expense. During the three months
                  ended September 30, 2004 the Company expensed $1,822,300 of
                  previously deferred stock based compensation, since no future
                  services will be provided.


                                       9



<PAGE>

         o        4,975,000 shares of common stock were issued upon the exercise
                  of stock options, in consideration of services valued at
                  $582,500.

         o        200,000 shares of common stock were issued upon conversion of
                  a $10,000 10% convertible debenture.

         o        11,000 shares of Series A Convertible preferred stock were
                  issued in settlement of an aggregate of $1,100,000 of notes
                  payable.

         o        The Company recorded a beneficial conversion expense of
                  $199,167 related to the issuance of convertible preferred
                  stock.

         o        The Company recorded an expense of $170,379 related to
                  warrants to purchase 1,500,000 shares of common stock.

         o        The Company recorded an expense of $1,003,361 related to the
                  fair value of options issued to employees and non-employees.

         o        The Company acquired property and equipment with notes payable
                  aggregating $169,070.

During the nine months ended September 30, 2003, the Company had the following
non-cash investing and financing activities:

         o        4,600,000 shares of common stock were issued upon conversion
                  of $222,500 of the Company's 10% convertible debentures.

         o        15,762,904 shares of common stock, valued at $1,237,205, were
                  issued for services.

         o        5,871,429 shares of common stock were issued upon exercise of
                  stock options, in consideration of services valued at
                  $472,429.

         o        The Company recorded an expense of $456,769 related to the
                  fair value of options issued to non-employees and has recorded
                  an expense of $45,000 related to the intrinsic value of an
                  option issued to an employee.

9. RELATED PARTY TRANSACTIONS

During 2003 and 2004, certain cash transactions of the Company were maintained
in a personal checking account of a major shareholder and former CEO of the
Company, Mr. Richard Windorski. Mr. Windorski received funds into this account
from the sale of convertible debentures, from the sale of common stock and from
the exercise of options. Mr. Windorski transferred funds into the checking
accounts of the Company, as needed, or would pay certain expenses of the Company
with these funds. However, this account was not limited to funds belonging to
the Company. Personal transactions and funds were also recorded in this personal
bank account. The Company has charged unsubstantiated payments, originally
attributed to Company expenses, to a receivable from Mr. Windorski. Mr.
Windorski has indicated that the main purpose of the maintenance of funds in the
separate personal account was to protect the funds from possible attachment by
creditors of the Company, primarily the Internal Revenue Service for unpaid
payroll taxes.

Additionally, during the six months ended June 30, 2004, the Company entered
into a promissory note with a third party (see Note 7). Upon receipt of funds
from this note, Mr. Windorski caused the Company to transfer $500,000 to the
above mentioned personal account, ostensibly to repay amounts owed to him for
alleged advances, loans and unpaid (although unaccrued) compensation (See Note
11). This transfer exceeded any balance due to Mr. Windorski that had been
previously recorded in the consolidated financial statements. This transfer may
potentially be in violation of the Sarbanes-Oxley Act and other applicable laws.
The Company requested repayment of the funds and Mr. Windorski has been
transferring funds back to the Company; however only $232,000 has been repaid.
In connection with the promissory notes, the Company entered into an agreement
to purchase 2,800,000 shares of common stock for $364,000 from Richard
Windorski. Mr. Windorski indicated that these shares had been pledged as
collateral for the promissory notes described above. The Company has requested
that legal counsel review the appropriateness of this agreement.


                                       10



<PAGE>

During the six months ended June 30, 2004, Mr. Richard Windorski, former CEO and
a major stockholder, was employed pursuant to a two-year employment agreement
effective May 25, 2002. The agreement called for a base salary of not less than
$195,000, subject to review for salary increases on an annual basis. The
agreement also provided for the grant of 500,000 stock purchase options to be
executed after six months. During the six months ended June 30, 2004, Mr.
Windorski (or OP Logistics, LP, a company owned by Mr. Windorski) was issued
8,000,000 shares of common stock, with a fair value at the date of issuance of
$1,480,000. Additionally, Mr. Windorski was issued 1,000,000 shares of common
stock pursuant to stock options. These shares had a fair value of $190,000 on
the date of issuance. The Company is unable to determine the consideration
received upon the exercise of the options. Assuming that no consideration was
received, the cashless exercise price is less than the fair market value per
share on the date of grant. The option plan pursuant to which the options were
granted states that the option price for any option granted to a more than 10%
shareholder shall not be less than 110% of the fair market value per share on
the date of grant. The effect on the consolidated financial statements of this
departure from the provisions of the 2004 Plan is unknown.

During the six months ended June 30, 2003, Mr. Richard Windorski (or OP
Logistics, LP, a company owned by Mr. Windorski) was issued 7,050,000 shares of
common stock, with a fair value at the date of issuance of $500,500 (1,300,000
of which were to be issued as of November 2002, with a value of $143,000,
recognized in 2002). Additionally, during July, 2003, Mr. Windorski was granted
options to purchase 1,500,000 shares of common stock at an exercise price of
$0.08, which was less than the fair market value per share on the date of grant.
The option plan pursuant to which the options were granted states that the
option price for any option granted to a more than 10% shareholder shall not be
less than 110% of the fair market value per share on the date of grant. The
effect on the consolidated financial statements of this departure from the
provisions of the 2003 Plan is unknown.

On July 30, 2004, the Company filed a complaint in Superior Court of Pima
County, Arizona, against Richard Windorski. The Company is seeking damages and
injunctive relief, as necessary. The complaint alleges that Mr. Windorski
engaged in numerous schemes related to issuance of the Company's shares,
including receipt of kickbacks related to share issuances. The complaint also
alleges that Mr. Windorski diverted corporate funds without authorization for
his personal benefit, and failed to account for such funds. The complaint states
that additional defendants, including the recipients of the improperly issued
shares, may be named in the future.

During 2004, a stockholder advanced an aggregate of $56,000 to the Company for
working capital. Terms for repayment are being negotiated. The Company repaid
$18,000 and there is a balance of $38,000 at September 30, 2004. Another
stockholder has advanced $6,658 for working capital with no formal terms for
repayment.

10. INTANGIBLE ASSETS

During the second quarter of 2004, the Company conducted an impairment
assessment of the goodwill associated with the acquisition of certain assets of
TransMex USA, Inc. Based on this assessment; the Company has recorded an
impairment expense of $105,000, representing the entire amount of the goodwill
related to these assets. Also, as a result of the discontinuance of the JBP
operations, the Company has fully impaired the goodwill of $497,213 related to
these operations. This impairment was recorded at September 30, 2004.

11. COMMITMENTS AND CONTINGENCIES

In January 2004, the Company issued two promissory notes to third parties to
borrow an aggregate principal amount of $1,100,000. Upon receipt of funds from
these notes, the former CEO caused the Company to transfer $500,000 to his
personal account described in Note 9. The notes were settled in full through the
issuance of 11,000 shares of preferred stock. Pursuant to the terms of the
issuance of the preferred stock, no funds received by the Company were to be
used to pay down officer debt. Counsel of the Company is reviewing the
agreements and amendments to ascertain if this transfer constituted an event of
default. The Company has received information from a representative of the third
parties that the transfer of funds is a violation of the terms of the agreement.
The effect on the consolidated financial statements is unknown.


                                       11
<PAGE>

LEGAL PROCEEDINGS

On February 18, 2004, Team Logistics, Inc. and Paul Titus filed a complaint in
the United States District Court for the District of Kansas against the Company,
Richard Windorski and Jeffrey Smuda. The complaint alleges breach of contract,
breach of fiduciary duty/misrepresentation/fraud and civil conspiracy against
the defendants. The claims relate to the acquisition of Team Logistics, Inc
f/k/a Great Plains Transportation, Inc. by the Company. The complaint seeks
specific performance of the acquisition or, in the alternative, recovery of
money damages in excess of $75,000. The Company intends to defend the lawsuit on
several grounds, including lack of consideration. A mediation hearing was held
in Kansas City in September to attempt to settle the case. Jeffrey Smuda
attended, but Richard Windorski was not in attendance. Paul Titus was given a
settlement offer which was declined. No other activity occurred on this case
during the rest of the quarter.

On July 30, 2004, the Company filed a complaint in Superior Court of Pima
County, Arizona, against its former Chief Executive Officer, Richard Windorski.
The Company is seeking damages and injunctive relief, as necessary. The
complaint alleges that Mr. Windorski engaged in numerous schemes related to
issuance of the Company's shares, including receipt of kickbacks related to
share issuances. The complaint also alleges that Mr. Windorski diverted
corporate funds without authorization for his personal benefit, and failed to
account for such funds. The complaint states that additional defendants,
including the recipients of the improperly issued shares, may be named in the
future. One potential defendant reached a settlement with the company out of
court (see Note 13). The Company is considering appropriate actions to address
the remaining defendants, as well as the status of the Arizona law suit.

In September 2004 Richard Windorski filed a complaint against the Company in the
District Court in Douglas County, Nevada. The purpose of the complaint was to
require the Company to hold a special meeting of shareholders for the purpose of
electing directors. On November 9, 2004 the Douglas County District Court
ordered the Company to hold a special meeting of its shareholders for the
purpose of electing directors. As of January 21, 2005 the Company had not called
a special shareholders' meeting.

PAYROLL LIABILITIES

The Company is delinquent in payment of certain of its payroll tax liabilities.
Additionally, the Company has not withheld FICA, Medicare or withholding taxes
on certain cash payments and stock compensation, including stock options. The
Company has accrued an estimated liability for both the employer and employee
portion of FICA and Medicare tax. The estimated liability for delinquent and
current federal payroll taxes is an aggregate of approximately $650,000 at
September 30, 2004.

12. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As
reflected in the accompanying condensed consolidated financial statements, the
Company has a net loss of $10,655,008, a negative cash flow from operations of
$1,569,623, a working capital deficiency of $2,113,957 and a stockholders'
deficiency of $1,395,399. The operations of the Company's subsidiary, JBP, have
also been discontinued. This subsidiary accounted for the majority of the
Company's revenue. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company's ability to raise additional
funds and become profitable. The condensed consolidated financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

Actions have been implemented that have resulted in additional financing,
administrative cost reductions and implementation of policies and procedures
that are expected to have a positive impact on future operations. The Company
continues to evaluate its operations and management anticipates that significant
additional actions will be implemented, including further cost and accounting
control functions. Management anticipates that divestures of certain operations
as well as additions of operations may occur over the next six months. While
these activities are not without operational risk, management believes that
implementation of these strategies will result in increased revenue and reduced
costs from operations in the future.

13. SUBSEQUENT EVENTS

Subsequent to September 30, 2004 the Company:

         o        Issued 14,845,000 shares of common stock for services.

         o        Entered into an agreement with a stockholder related to a
                  dispute between the stockholder and the Company relating to
                  shares issued to the stockholder pursuant to a consulting
                  agreement. The stockholder has agreed to make a payment of
                  $205,000 to the Company, and to return 2,975,000 shares of
                  stock held by the stockholder for cancellation by the Company.
                  The stockholder has made payments of $70,000; however, no
                  shares have been returned and the stockholder is in default on
                  the amounts due to the Company under the agreement.


                                       12

<PAGE>

14. CONCENTRATIONS

For the nine months ended September 30, 2004, the Company had one customer which
accounted for approximately 36% of net revenue.

15. RECEIVABLES SOLD WITH RECOURSE

The Company's subsidiary, JBP Express, Inc., sold the majority of its accounts
receivable to a bank. The agreement provides that the bank may require the
Company to repurchase any receivable if any minimum payment due on such
receivable remains unpaid following 120 days after its invoice date. The bank
retains a portion of the purchase price of the receivables as a reserve for the
satisfaction of the repurchase obligation. The bank holds a security interest in
substantially all of the assets of JBP Express, Inc., as well as the personal
guarantees of the former owners of JBP Express, Inc. At September 30, 2004, the
Company was contingently liable for the repurchase of $418,607 of accounts
receivable. The reserve account had a balance of $71,574 at September 30, 2004,
which is included in assets of discontinued operations in the accompanying
balance sheet.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS.

Except for historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements regarding
future events, our plans and expectations, financial projections and performance
and acceptance of our products in the marketplace. As a result of numerous
factors, some of which are identified herein, our actual results could differ
materially from those discussed below.

OVERVIEW

OrderPro Logistics, Inc. supplies transportation, labor, private fleet
management and supply chain management services directly and through its
subsidiary. OrderPro provides on-site logistics management, process improvement
consulting, private fleet management and delivery and product assembly. OrderPro
integrates all customer shipping needs from order entry through successful
delivery.

The corporate headquarters are currently located in the Northwest Corporate
Center, 7400 North Oracle Road, Tucson, Arizona. OrderPro and its subsidiaries
had approximately 50 employees as of September 30, 2004.

The services of JBP Express have been terminated as a result of the JBP
management and office staff resigning their employment the week of October 11,
2004. This effectively shut down operations with no short term remedy to reopen.
We are currently in discussions with our bank which has control of JBP's
receivables as collateral on a bank line of credit to determine what funds, if
any, are available to OPLO. This event will have a material effect the financial
statements of the company in that JBP accounted for 79.4 % of OPLO's total
revenue for the six months ended June 30, 2004. However, analysis of JBP Express
financials reflect an operation that was losing money and required significant
investment dollars to get to break-even. The net effect on the corporation is
still under review. Management is assessing the recoverability of its assets,
including, as mentioned above, its accounts receivables. Upon completion of this
investigation, the Board of Directors will convene to determine the best course
of action.

In May, 2004, Richard L. Windorski, our former president and chief executive
officer, resigned and was replaced by Jeffrey M. Smuda. Following the
resignation of Mr. Windorski, the board of directors and management undertook an
evaluation of OrderPro's corporate structure and company operations. Many areas
requiring action, improvement, development or further evaluation were
identified. As a result, actions have been implemented that have resulted in
administrative cost reductions and implementation of policies and procedures
that are expected to have a positive impact on future operations. Net reductions
in overhead are in excess of $800,000 May through September. OrderPro continues
to evaluate its operations and management anticipates that significant
additional actions will be implemented, including consolidation of operations
and further cost and accounting control functions. Management anticipates that
divestures of certain operations as well as additions of operations may occur
over the next six months. While these activities are not without operational
risk, management believes that implementation of these strategies will result in
increased revenue and reduced costs from operations in the future. Management
believes it can finance these activities with its current cash and cash
generated from operations.


                                       13
<PAGE>

In addition, management expended significant time and expense with our
professional services affiliations on the activities conducted by Mr. Windorski
while he was the chief executive officer and the lawsuit against Mr. Windorski.
See "Legal Proceedings" below. The investigation of the activities is ongoing
and OrderPro anticipates that additional parties will be named as defendants in
the lawsuit. While the lawsuit will divert management attention and company
resources, management believes that prosecution of the lawsuit will ultimately
recover company assets and enhance shareholder value. Management engaged in
negotiations with the support of legal counsel vs. an additional party and their
role with the Company while Mr.Windorski was CEO. The additional party was
receiving company stock at a discount, under the guise of a consulting agreement
signed by Mr. Windorski. After extensive discussion and discovery, the
additional party agreed to settle with the Company. The settlement includes
repayment of unsubstantiated stock discounts and the return of all remaining
Order Pro Logistics stock. The stockholder has agreed to make a payment of
$205,000 to the Company, and to return 2,975,000 shares of
stock held by the stockholder for cancellation by the Company.
The stockholder has made payments of $70,000; however, no
shares have been returned and the stockholder is in default on
the amounts due to the Company under the agreement.


Our operations are subject to substantial risks inherent in the operation,
consolidation and development of diverse businesses operating in various
industries involving transportation and supply chain services. The Company is
evaluating diversifying their supply chain management capabilities into other
markets regionally. This allows for utilization of non-asset based capabilities
and higher management involvement, deriving potentially higher revenues and
margins without the overhead burden. The difficulties experienced and reported
with remote business units is also a driving influence to consolidate and expand
operations in the SouthWest region. One area under review is Construction
Services. The Company is looking to establish a support network for the dynamic
commercial and, residential real estate development currently underway in
Arizona. We envision offering top-level management services at the development
sight, with addition support to include labor, procurement, transportation and
sub-contracting This activity will fall under the definition of a 3PL
arrangement for construction services. We expect this to create a
multiple-margin opportunity on every development, and a regional basis of
business for the Company to expand it's existing products and services to. The
likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications and delays frequently encountered in connection with
integrating new business lines, including uncertainty as to cohesiveness of
overall operations, expenses and competition. There is no assurance that our
operations will result in cash flow sufficient to finance the growth of our
business or to pay off our existing debt obligations.

We need additional capital to execute our plan of operations. As set forth in
the notes to our financial statements for the year ended December 31, 2003,
based upon our prior net loses, negative cash flow from operations, working
capital deficiencies, professional services expenses realized and stockholders'
deficit, our auditors have raised substantial doubt as to our ability to
continue as a going concern. As stated above, actions have been implemented that
have resulted in administrative cost reductions and implementation of policies
and procedures that are expected to have a positive impact on future operations.
OrderPro continues to evaluate its operations and management anticipates that
significant additional actions will be implemented, including consolidation of
operations and further cost and accounting control functions. Management
anticipates that divestures of certain operations as well as additions of
operations may occur over the next six months. While these activities are not
without operational risk, management believes that implementation of these
strategies will result in increased revenue and reduced costs from operations in
the future. While we face substantial risks and uncertainty, management believes
that the recent additional financing, as well as our efforts to increase revenue
and control costs will allow us to continue to operate as a going concern.
However, due to the substantial risks involved in our operations, there can be
no assurance that our operations will ultimately be profitable or that we will
be able to continue operations as currently conducted.

RESULTS OF OPERATIONS

The following discussion provides information that we believe will help you
understand our financial statements, and should be read along with our financial
statements and related notes included in this Form 10-QSB and with the financial
statements and related notes included in our Annual Report on Form 10-KSB for
the year ended December 31, 2003.


                                       14



<PAGE>

OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE
NINE MONTHS ENDED SEPTEMBER 30, 2003

OrderPro suspended operations during the second quarter of 2002, to focus its
efforts on completing its listing on the OTCBB. This was accomplished in
September, 2002. The Company resumed its planned operating activities in
November of 2002, through the acquisition of the assets of Great Plains
Transportation, Inc. However, for accounting purposes, this acquisition was not
considered consummated, since the Company did not take effective control and
possession of the assets and operations to be acquired. The cash transactions
were maintained in a bank account over which the Company had no signature or
authority and daily transactions and operations were initiated by an employee
carried over from the previous ownership. The previous owner contributed
significant amounts of cash to maintain operations of the acquired assets. The
activity of the Great Plains assets has been removed from the financial
statements. The Company's operations actually resumed, then, with the
acquisition of the assets of TransMex in February, 2003. OrderPro also completed
the acquisitions of All American Assemblies and JBP Express in October of 2003.
As a result of the suspension of operations in 2002, the resumption of
operations in late February 2003, and the late fiscal year 2003 acquisitions
included in 2004 operations, comparisons between the 2004 and 2003 periods
presented are not meaningful.

The operations of JBP have been discontinued as a result of on-site management
and office staff resigning their employment the week of October 11, 2004.
Management has evaluated the operations of this facility and has determined that
the operations will not be resumed. All assets, liabilities and operations of
JBP have been reported as discontinued operations in the accompanying condensed
consolidated financial statements. As a result of this decision, the goodwill of
$497,213 related to the JBP operations has been fully impaired at September 30,
2004. The JBP operations are not included in the discussion of results of
operations.

For the nine months ended September 30, 2004, revenue was $656,246, cost of
revenue was $517,309 and gross profit was $138,937, or 21% of revenue.

Operating expenses for the 2004 period totaled $10,008,831. Compensation and
related costs were $8,374,523. Of that amount, $6,766,917 was paid through the
issuance of common stock. An additional amount of $1,003,361 is attributable to
the fair value of stock options issued. Significant other operating expenses
include professional fees of $711,265, rent of $62,171, telephone of $38,545 and
travel and entertainment of $42,596. The Company also recorded an impairment
expense during 2004 of $602,213. This is related to the goodwill recorded in the
acquisitions of TransMex in February, 2003 and JBP Express in October, 2003.

For 2004 other expenses include interest expense of $32,654, financing costs of
$713,324 (which include non-cash charges of $369,546 related to the beneficial
conversion feature of the Company's preferred stock and warrants issued in the
settlement of notes payable) and a non-cash charge for a beneficial conversion
feature of the Company's convertible debentures of $2,000.

For the 2003 period, revenue was $182,085, cost of revenue was $158,170 and
gross profit was $23,915 or 13% of revenue. The revenue resulted from the
acquisition of the TransMex operations in late February.

Operating expenses for 2003 totaled $3,024,071. Compensation and related costs
were $2,309,333. Of that amount, $2,211,403 was paid through the issuance of
common stock and options. The Company incurred costs of $141,428 which were
related to the continued development of software. Costs related to the software
have been expensed as incurred. Other operating expenses include professional
fees of $88,473, business development costs of $138,868 and rent of $78,966.

The accompanying 2003 financial statements have been restated to reclassify and
expense the erroneous capitalization of internally developed software and to
reverse the related amortization, to correct the valuation and presentation of
stock issued for services, to record a beneficial conversion feature related to
convertible debentures, and to remove customer lists and internally developed
software received from the Company's then CEO and majority stockholder and the
related liability to the stockholder.

The correction related to the software results from the reclassification to
expense of items which were improperly capitalized. Additionally, amortization
was improperly recorded; the software project was not substantially completed
and costs should not have been amortized until the project was substantially
completed and ready for its intended use. Software costs have been expensed as
incurred as research and development in the accompanying financial statements.


                                       15



<PAGE>

The 2003 financial statements have also been restated to record the rescission
of the acquisition of Great Plains Transportation, Inc., which had been recorded
as of November 15, 2002. The Company did not take effective control and
possession of the assets and operations to be acquired. The cash transactions
were maintained in a bank account over which the Company had no signature or
authority and daily transactions and operations were initiated by an employee
carried over from the previous ownership. The previous owner contributed
significant amounts of cash to maintain operations of the acquired assets.

The net result on operations of the restatement for 2003 was to decrease the
nine month net loss by approximately $281,000. Loss per share decreased to
$(0.11) for the nine months ended September 30, 2003, from $(0.12).

OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2003

As stated above, OrderPro suspended operations during the second quarter of
2002. The Company's operations actually resumed with the acquisition of the
assets of TransMex in February, 2003. OrderPro completed the acquisitions of All
American Assemblies and JBP Express in October of 2003. As a result of the
suspension of operations in 2002 and the resumption in late February 2003, along
with the late 2003 acquisitions, comparisons between the 2004 and 2003 periods
are not meaningful.

For the three months ended September 30, 2004, revenue was $209,451, cost of
revenue was $194,461 and gross profit was $14,990, or 7% of revenue.

Operating expenses for the 2004 period totaled $2,203,264. Compensation and
related costs were $1,438,268. Of that amount, $1,347,050 was paid through the
issuance of common stock. Significant other operating expenses include
professional fees of $115,389, rent of $25,709, telephone of $10,686, and travel
and entertainment of $9,808. The Company also recorded an impairment expense
during the third quarter of 2004 of $497,213. This is related to the goodwill
recorded in the acquisition of JBP Express in October, 2003.

For 2004 other expenses include interest expense of $12,504 and financing costs
of $138,627, related to costs of obtaining financing, shares sold at a discount
to market value and the reset of the conversion price of the preferred stock.

For the 2003 period, revenue was $54,671, cost of revenue was $21,388 and gross
profit was $33,283 or 61% of revenue. The revenue resulted from the acquisition
of the TransMex operations in late February.

Operating expenses for 2003 totaled $1,533,786. Compensation and related costs
were $1,192,322. Of that amount, $1,015,795 was paid through the issuance of
common stock and options. The Company incurred costs of $88,326 which were
related to the continued development of software. Costs related to the software
have been expensed as incurred. Other operating expenses include professional
fees of $38,528 and other expenses are spread among various general and
administrative expense accounts.

The accompanying 2003 financial statements have been restated to reclassify and
expense the erroneous capitalization of internally developed software and to
reverse the related amortization, to correct the valuation and presentation of
stock issued for services, to record a beneficial conversion feature related to
convertible debentures, and to remove customer lists and internally developed
software received from the Company's then CEO and majority stockholder and the
related liability to the stockholder.

The correction related to the software results from the reclassification to
expense of items which were improperly capitalized. Additionally, amortization
was improperly recorded; the software project was not substantially completed
and costs should not have been amortized until the project was substantially
completed and ready for its intended use. Software costs have been expensed as
incurred as research and development in the accompanying financial statements.

The 2003 financial statements have also been restated to record the rescission
of the acquisition of Great Plains Transportation, Inc., which had been recorded
as of November 15, 2002. The Company did not take effective control and
possession of the assets and operations to be acquired. The cash transactions
were maintained in a bank account over which the Company had no signature or
authority and daily transactions and operations were initiated by an employee
carried over from the previous ownership. The previous owner contributed
significant amounts of cash to maintain operations of the acquired assets.


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<PAGE>

The net result on operations of the restatement for 2003 was to increase the
three month net loss by approximately $318,000. Loss per share increased to
$(0.04) for the three months ended September 30, 2003, from $(0.03).

LIQUIDITY AND CAPITAL RESOURCES

Cash used for operating activities was approximately $1,570,000 in 2004 as
compared to approximately $698,000 in 2003. The use of cash in 2004 is the
result of a net loss of approximately $10,655,000, partially offset by non-cash
charges of approximately $9,068,000. For 2003, a net loss of approximately
$3,257,000 was partially offset by non-cash charges of approximately $2,266,000
and a net change in operating assets and liabilities of approximately $293,000.

Cash used in investing activities for property and equipment and acquisitions
was approximately $143,000 and $27,000 in 2004 and 2003, respectively.

Cash generated by financing activities was approximately $1,810,000 in 2004, as
compared to approximately $725,000 in 2003. During 2004, the Company received
$1,439,000 from the issuance of promissory notes and approximately $622,000 from
the sale of common stock (including the exercise of options), net of a
repurchase of common stock for $6,000. The Company repaid notes payable in the
amount of approximately $52,000 and had net transfers of cash to related parties
of approximately $199,000. During 2003, the Company received approximately
$183,000 from the sale of debentures, approximately $463,000 from the sale of
common stock (including the exercise of options), approximately $17,000 from
overdrafts in bank accounts and net transfers of cash from related parties of
approximately $62,000.

At September 30, 2004 the Company had cash of approximately $34,000. The Company
expects that it will need to obtain additional debt and equity financing to
maintain operations in 2004.

OrderPro had a net working capital deficit at September 30, 2004. The Company is
attempting to raise additional debt or equity capital to allow it to expand the
current level of operations. Actions have been implemented that have resulted in
additional financing, administrative cost reductions and implementation of
policies and procedures that are expected to have a positive impact on future
operations.

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As
reflected in the accompanying condensed consolidated financial statements, the
Company has a net loss of $10,655,008, a negative cash flow from operations of
$1,569,623, a working capital deficiency of $2,113,957 and a stockholders'
deficiency of $1,395,399. The operations of the Company's subsidiary, JBP, have
also been discontinued. This subsidiary accounted for the majority of the
Company's revenue. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The ability of the Company to continue
as a going concern is dependent on the Company's ability to raise additional
funds and become profitable. The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

OrderPro executed two 5% promissory notes dated January 14, 2004, in the
aggregate principal amount of $1,100,000. The due date of the notes was February
9, 2004. Net proceeds to the Company were $864,000. The Company settled these
promissory notes in full through the issuance of an aggregate of 11,000 shares
of Series A convertible preferred stock. The preferred stock is convertible into
shares of common stock at a rate of 88% of market price, as defined. The Company
also issued three warrants to purchase an aggregate of 1,500,000 shares of
common stock at an exercise price of $0.30 per share.

During July, 2004 OrderPro amended the Certificate of Designation of its Series
A convertible preferred stock to reduce the conversion rate to 85% of market
price, to set a floor on the conversion price at $0.01, and to set a ceiling on
the conversion price of $0.04.

Also during August, 2004 OrderPro executed two promissory notes, each in the
principal amount of $275,000, resulting in cash proceeds of $550,000. The notes
contain essentially the same terms. Each note bears interest at 5% per year.
Each note calls for monthly payments of $27,500, commencing February 4, 2005,
with each payment applied first to unpaid accrued interest, with the balance to
principal. Any remaining principal balance, plus accrued interest, is due and
payable in full on February 4, 2006. The notes are secured by 6,000,000 shares
of common stock owned by the Company's president and CEO and he has personally
guaranteed the notes.


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<PAGE>

To date, OrderPro has financed its operations principally through the founder's
investment, the placement of convertible debentures and the sale of common stock
and equity securities. We will consider both the public and private sale of
securities and or debt instruments for expansion of operations if such expansion
would benefit the overall growth and income objectives of the Company. Should
sales growth not materialize, OrderPro 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.

Any additional equity financing may be dilutive to shareholders and such
additional equity securities may have rights, preferences or privileges that are
senior to those of our existing common stock. Furthermore, debt financing, if
available, will require payment of interest and may involve restrictive
covenants that could impose limitations on our operating flexibility. 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.

FACTORS AFFECTING FUTURE PERFORMANCE

Except for historical information contained herein, this Form 10-QSB contains
express or implied forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. We intend that forward-looking statements be subject to the safe harbors
created thereby. We may make written or oral forward-looking statements from
time to time in filings with the SEC, in press releases, quarterly conference
calls or otherwise. The words "BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS,"
"FORECASTS," "PROJECTS," "PLANS," "ESTIMATES" and similar expressions identify
forward-looking statements. Forward-looking statements reflect our current views
with respect to future events and financial performance or operations and speak
only as of the date the statements are made.

Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. Our actual
results may differ materially from such statements. Factors that cause or
contribute to the differences include, but are not limited to, those discussed
elsewhere in this Form 10-QSB, as well as those discussed in our Annual Report
on Form 10-KSB for the year ended December 31, 2003, including those in the
Notes to Financial Statements.

Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the results contemplated in
forward-looking statements will be realized. The inclusion of forward-looking
information should not be regarded as a representation that the future events,
plans or expectations contemplated will be achieved. We undertake no obligation
to publicly update, review or revise any forward-looking statements to reflect
any change in our expectations or any change in events, conditions or
circumstances on which any forward-looking statements are based. Our filings
with the SEC, including the Form 10-KSB referenced above, may be accessed at the
SEC's Web site, www.sec.gov.

ITEM 3. CONTROLS AND PROCEDURES

Jeffrey M. Smuda, the Company's Chief Executive and Financial Officer has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of a date prior to the filing date of this report (the "Evaluation Date");
and in his opinion the Company's disclosure controls and procedures ensure that
material information relating to the Company, including its consolidated
subsidiaries, is made known to him by others within those entities, particularly
during the period in which this report is being prepared, so as to allow timely
decisions regarding required disclosure. To the knowledge of Mr. Smuda there
have been no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's internal controls
subsequent to the Evaluation Date. As a result, no corrective actions with
regard to significant deficiencies or material weakness in the Company's
internal controls were required.

PART 2: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On February 18, 2004, Team Logistics, Inc. and Paul Titus filed a complaint in
the United States District Court for the District of Kansas against the Company,
Richard Windorski and Jeffrey Smuda. The complaint alleges breach of contract,


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<PAGE>

breach of fiduciary duty/misrepresentation/fraud and civil conspiracy against
the defendants. The claims relate to the acquisition of Team Logistics, Inc
f/k/a Great Plains Transportation, Inc. by the Company. The complaint seeks
specific performance of the acquisition or, in the alternative, recovery of
money damages in excess of $75,000. The Company intends to defend the lawsuit on
several grounds, including lack of consideration. A mediation hearing was held
in Kansas City in September to attempt to settle the case. Smuda attended.
Windorski was not in attendance. Paul Titus was given a settlement offer which
was declined. No other activity occurred on this case during the rest of the
quarter.

On July 30, 2004, the Company filed a complaint in Superior Court of Pima
County, Arizona, against its former Chief Executive Officer, Richard Windorski.
The Company is seeking damages and injunctive relief, as necessary. The
complaint alleges that Mr. Windorski engaged in numerous schemes related to
issuance of the Company's shares, including receipt of kickbacks related to
share issuances. The complaint also alleges that Mr. Windorski diverted
corporate funds without authorization for his personal benefit, and failed to
account for such funds. The complaint states that additional defendants,
including the recipients of the improperly issued shares, may be named in the
future. One potential defendant reached a settlement with the company out of
court. The Company is considering appropriate actions to address the remaining
defendants, as well as the status of the Arizona law suit.

In September 2004 Richard Windorski filed a complaint against the Company in the
District Court in Douglas County, Nevada. The purpose of the complaint was to
require the Company to hold a special meeting of shareholders for the purpose of
electing directors. On November 9, 2004 the Douglas County District Court
ordered the Company to hold a special meeting of its shareholders for the
purpose of electing directors. As of January 21, 2005 the Company had not called
a special shareholders' meeting.

ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES.

During August, 2004 OrderPro amended the Certificate of Designation of its
Series A convertible preferred stock to reduce the conversion rate to 85% of
market price, to set a floor on the conversion price at $0.01, and to set a
ceiling on the conversion price of $0.04.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

At September 30, 2004 there were outstanding $99,425 of convertible debentures
which are past due and in default.


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

Not Applicable


ITEM 5. OTHER INFORMATION.

Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)

         31 Certification of Chief Executive Officer and Principal Accounting
         Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)as adopted pursuant
         to Section 302 of the Sarbanes-Oxley Act of 2002

         32 Certification of Chief Executive Officer and Principal Accounting
         Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K:

         Current Reports on Form 8-K were filed as follows:

         Date of Report: August 2, 2004,   Items Reported: 5 and 7
                         October 29, 2004, Items Reported: 8 and 9
                         January 21, 2005, Items Reported: 8

                                       19



<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   ORDERPRO LOGISTICS, INC.




DATE: JANUARY 25, 2005             By: /s/ Jeffrey M. Smuda
                                       -----------------------------------------
                                       Jeffrey M. Smuda, Chief Executive and
                                       Financial Officer



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