SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended: September 30, 2000

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

    For the transition period from __________ to __________

                         Commission file number 0-30857


                            ORDERPRO LOGISTICS, INC.
        (Exact name of small business issuer as specified in its charter)


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


                7400 N. Oracle Road, Suite 372, Tucson, AZ 85704
                    (Address of principal executive offices)


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

                                 FifthCAI, Inc.
              (Former name, former address and former fiscal year,
                          if changed since last report)

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 [ ]

As of  November  16,  2000,  the  number of shares of Common  Stock  issued  and
outstanding was 4,900,000.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
                         ORDERPRO LOGISTICS, INC. INDEX

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

     Item 1. Financial Statements

             Balance Sheets - September 30, 2000                            2

             Statement of Operations - For the three months ended
             September 30, 2000                                             3

             Statement of Stockholders' Equity from Inception to
             September 30, 2000                                             4

             Statement of Cash Flows - For the three months ended
             September 30, 2000                                             5

             Notes to Financial Statements                                  6

     Item 2. Management's Discussion and Analysis of Financial
             Conditions and Results of Operations                          10

PART II - OTHER INFORMATION

     Item 1.Legal Proceedings                                              12

     Item 2.Changes in Securities                                          12

     Item 3.Defaults Upon Senior Securities                                12

     Item 4.Submission of Matters to a Vote of Security Holders            12

     Item 5.Other Information                                              12

     Item 6.Exhibits and Reports on Form 8-K                               12

SIGNATURES                                                                 13

                                        1
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)

                                  BALANCE SHEET
                               SEPTEMBER 30, 2000
                                   (Unaudited)


                                     ASSETS
Current Assets
  Cash and cash equivalents                                           $  42,929
  Accounts receivable - trade                                           214,647
  Due from officer and employee                                         145,012
                                                                      ---------
     Current Assets                                                     402,588

Property and equipment, net of accumulated depreciation 23,415
Purchased and internally developed software, net of
Amortization                                                             64,213
Customer lists, net of amortization                                      89,107
Deposits                                                                150,000
                                                                      ---------

     Total Assets                                                     $ 729,323
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current Liabilities
  Accounts payable                                                    $ 377,331
  Accrued liabilities                                                    16,492
                                                                      ---------

     Current Liabilities                                                393,823
                                                                      ---------

     Total Liabilities                                                  393,823

Stockholders' Equity
  Common Stock - No par value, authorized 100,000,000 shares,
    issued and outstanding 4,900,000                                        490
  Additional paid in capital                                            398,559
  Retained Earnings                                                     (63,549)
                                                                      ---------
     Total Stockholders' Equity                                         335,500
                                                                      ---------

     Total Liabilities and Stockholders' Equity                       $ 729,323
                                                                      =========

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

                                        2
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                             STATEMENT OF OPERATIONS
               FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
                                   (Unaudited)



Revenue                                                             $   468,174

Direct cost of revenue                                                  364,299
                                                                    -----------

     Gross Profit                                                       103,875

Expenses
  Administrative costs                                                   42,996
  Amortization and depreciation                                           5,478
  Rent and occupancy costs                                               12,891
  Employee costs                                                        100,976
  Interest expense                                                        5,083
                                                                    -----------

     Total Costs                                                        167,424
                                                                    -----------

Loss before income tax benefit                                          (63,549)

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

     Net Loss                                                       $   (63,549)
                                                                    ===========

Loss per common share                                               $     (0.01)
                                                                    ===========

Weighted average  shares outstanding                                  4,661,702
                                                                    ===========

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

                                       3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>
                                    Common Stock        Additional
                                ---------------------     Paid In     Retained
                                 Shares      Amount       Capital     Earnings       Total
                                ---------   ---------    ---------    ---------    ---------
<S>                             <C>         <C>          <C>          <C>          <C>
Balance at May 12, 2000,
 (date of incorporation)          752,000   $ 399,049           --           --    $ 399,049

Reorganization                  3,908,000    (398,583)   $ 398,583           --           --

Acquisition of FifthCAI, Inc.     240,000          24          (24)          --           --

Net Loss                               --          --           --    $ (63,549)     (63,549)
                                ---------   ---------    ---------    ---------    ---------

Balance at September 30, 2000   4,900,000   $     490    $ 398,559    $ (63,549)   $ 335,500
                                =========   =========    =========    =========    =========
</TABLE>

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

                                       4
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC)
                             STATEMENT OF CASH FLOWS
               FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
                                   (Unaudited)


Loss from operations                                                  $ (63,549)
Adjustments to reconcile net income from operations to net
 cash provided by (from) operating activities:
  Amortization and depreciation                                           5,478
  Changes in operating assets and liabilities
   (Increase) in accounts receivable                                   (214,649)
   (Increase) in due to officer and employee                           (145,012)
   (Increase in deposits                                               (150,000)
   Increase in accounts payable                                         377,331
   Increase in accrued liabilities                                       16,492
                                                                      ---------
           Net cash (used in) operating activities                     (173,909)

Cash Flows from Investing Activities
  Acquisition of property and equipment                                (100,537)
                                                                      ---------
           Net cash (used in) investing activities                     (100,537)

Cash flows from financing activities
  Proceeds from sale of common stock                                   (317,375
                                                                      ---------
           Net cash provided by financing activities                    317,375

Net increase in cash and cash equivalents                                42,929

Cash and cash equivalents at beginning of period                              0
                                                                      ---------
Cash and cash equivalents at end of period                            $  42,929
                                                                      =========
Supplemental cash flow information:
  Noncash investing and financing activities:
  Property and equipment acquired for common stock                    $  81,674
                                                                      =========

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

                                       5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)

                          NOTES TO FINANCIAL STATEMENT
            FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
                                   (Unaudited)


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.

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. 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.

                                        6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                          NOTES TO FINANCIAL STATEMENT
            FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
                                   (Unaudited)


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                         1,656
                                                          -------
                                                          $23,415
                                                          =======

Depreciation  and  amortization  expense for the period ended September 30, 2000
was $1,656.

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.

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.

                                       7
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                          NOTES TO FINANCIAL STATEMENT
            FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
                                   (Unaudited)


Amortization  of software  costs and customer  lists for the three months ending
September 30, 2000 was $3,822.

NOTE 5 - INCOME TAXES

At September 30, 2000,  the company has  approximately  $63,500 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  $25,400,  which was
fully offset by an equal valuation allowance.

Income tax benefit for the three months ended  September  30, 2000  includes the
following components:

                                    Federal        State         Total
                                    --------      --------      --------
     Current credit                 $(20,100)     $ (5,100)     $(25,200)
     Deferred credit                    (160)          (40)         (200)
                                     (20,260)       (5,140)      (25,400)
     Valuation reserve                20,260         5,140        25,400
                                    $      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                             $21,600
     Increase in income taxes resulting from:
       State income taxes, net of Federal income tax benefit       3,800
                                                                 -------
                                                                 $25,400
                                                                 =======

The tax effects of temporary  differences that give rise to a deferred tax asset
at September 30, 2000 is the excess of financial  statement  deduction  over tax
amortization of organizational expenses.

The deferred tax asset is $200 to be  recognized  for tax purposes over the next
49 months.

                                       8
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                          NOTES TO FINANCIAL STATEMENT
            FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
                                   (Unaudited)


Realization of the net deferred tax asset 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                              $63,549
          Total                             $63,549

NOTE 6 - 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 September 30, 2000, the company has a receivable from an officer and director
of the Company in the amount of $145,012.

NOTE 7 - 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:

            2000                            $ 17,603
            2001                            $ 43,478
            2002                            $ 45,652
            2003                            $ 19,406

NOTE 8 - STOCKHOLDERS' EQUITY

The company has  100,000,000  shares of $0.0001 par value stock  authorized  and
4,900,000 shares outstanding at September 30, 2000.

NOTE 9 - 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.  There are no potential
dilutive instruments at September 30, 2000.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

INTRODUCTION

     The following  discussion  should be read in conjunction with the financial
statements  and  notes  thereto  appearing  elsewhere  in this  report.  Certain
statements made in this report relating to trends in the company's business,  as
well  as  other  statements   including  words  such  as  "believe",   "expect",
"estimate",  "anticipate",  and similar expressions,  constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. The matters referred to in these forward looking  statements that could be
affected  by the risks and  uncertainties  include,  but are not limited to, the
effect of  general  economic  and  market  conditions,  including  downturns  in
customers' business cycles, the availability and cost of qualified shippers, the
availability  and  price of  diesel  fuel,  the  impact  and cost of  government
regulations and taxes on the operations of the business, competition, as well as
certain  other risks  described  herein.  Subsequent  written  and oral  forward
looking  statements  attributable to the company or persons acting on its behalf
are expressly  qualified in their entirety by the cautionary  statements in this
paragraph and elsewhere herein.

REVENUES AND OPERATING MARGINS

     The  company  reported a net loss of $63,549 on revenues of $468,174 in the
three months of operation from July 1, 2000 through September 30, 2000. Revenues
for the period are less than  anticipated due to a dramatic  decline from one of
the company's  largest  customer.  An agreement to provide  logistical  services
expired and the customer  declined to renew the contract due to major  marketing
and  operational  difficulties  within  their  company.  It is  unknown  if this
customer  will require  services at previous  levels.  The company  continues to
provide limited brokerage services to the customer but does not believe that the
customer  will return to its  previous  revenue  levels  unless they are able to
solve their  internal  problems.  The  company's  operating  margin is less than
originally  anticipated due to overall negative marketing  conditions within the
trucking  industry and the higher price of diesel fuel. During the third quarter
of 2000 fewer owner-operators were willing to haul loads due to such higher fuel
costs.  Pricing to  customers  was not  readily  adjustable  due to  contractual
restrictions  and the  competitive  environment.  Additionally,  management  was
deeply involved in  effectuating  the reverse merger during the third quarter of
2000.  At the  end of the  quarter  management  began  an  aggressive  marketing
strategy  designed  to add  additional  customers  to the revenue  base.  During
October and November (to date)  multi-year  contracts  have been signed with two
new logistics  customers.  It is anticipated  that the addition of these two new
customers will have an immediate  positive impact on both the company's revenues
and operating margins. Also, during October 2000 a new customer was added to the
freight  brokerage  segment of the  business.  This  customer has a  nation-wide
presence and management believes that it will increase both the revenue base and
the operating  margin.  Hence,  management  expects improved  operating  results
during the fourth quarter of 2000 and for the year 2001.

OPERATING EXPENSES

     During the third  quarter  2000 (the first  quarter  of  operations  by the
company)  operating expenses reflected the costs associated with funding company
growth and effectuating the reverse merger. Administrative costs were higher due
to one-time  costs  incurred in the reverse  merger and travel costs  associated
with the  marketing  strategy  implemented  at the end of the quarter.  Employee
costs reflect the addition of the new personnel  necessary to effectively manage

                                       10
<PAGE>
and  operate  the  company as the  marketing  strategy  is  implemented.  As new
customers  are signed to contracts  additional  personnel  are required for both
on-site and in supporting services.  It is believed during the fourth quarter of
2000 hiring and training for all  administrative  functions  will be  completed.
Additional hiring and training of on-site and support personnel will continue as
needed to fulfill contractual obligations with new customers.

     In an effort to expedite  full  implementation  of OrderPro  software,  the
Company has entered into a contract with outside  sources to deliver a completed
product by December 31, 2000. The increased functionality that the software will
provide is a key element in the  company's  marketing  and business  development
strategy.

FINANCIAL CONDITION

     During the third quarter,  2000 the Company began the process of increasing
equity capital to fund the growth of the Company.  The Company's  strategic plan
requires  additional  capital to gain market  advantage  with both  carriers and
customers.  Significant  costs  have been  incurred  in the  development  of the
proprietary  software  and it is expected  these costs to increase  dramatically
during the fourth  quarter,  2000.  Another major aspect of the  strategic  plan
calls for rapid payment of carriers.  Until such time as  sufficient  capital is
available to fund both rapid  payment of carriers and growth of the company this
segment of the plan cannot be implemented.  Currently, trade accounts receivable
are less than trade  accounts  payable due to the use of cash to fund the growth
of the  company.  During the third  quarter 2000 a net $69,882 was raised in the
sale of stock.  At  September  30, 2000,  the company has a  receivable  from an
officer and  director of the company in the amount of  $145,012.  It is believed
that the loan to will be fully  repaid  during  the  fourth  quarter,  2000.  If
additional  capital is not  provided  to the  company it is  believed  that full
implementation of the strategic plan would be in jeopardy.

                                       11
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS 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

     The following documents are filed as part of this report:

     (a)  Exhibits

          None

     (b)  Reports on Form 8-K

               The  company has filed one report on Form 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 Form 8-K had
          attached to it the Merger and Plan of  Reorganization,  resignation of
          the Director and unaudited pro forma financial statements.

                                       12
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


DATED: August 3, 2001                    OrderPro Logistics, Inc


                                         By: /s/ Richard L. Windorski
                                             -----------------------------------
                                             Richard L. Windorski, President
                                             and Chief Executive Officer


                                         By: /s/ Alvan W. Lafrenz
                                             -----------------------------------
                                             Alvan W. Lafrenz, Chief Financial
                                             Officer and Treasurer

                                       13