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


                                   FORM 10-QSB


                                QUARTERLY REPORT
        UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


For the Quarter Ended March 31, 2002          Commission File Number 0-30857


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


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


                                 (520) 575-5745
                           (Issuers Telephone Number)


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


Number of shares outstanding of each of the issuer's classes of common equity,
as of May 12, 2000: 4,900,000


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

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1. - Financial Statements (Unaudited)

       Balance Sheet at March 31, 2002 ....................................    1

       Statement of Operations for the three months
       ended March 31, 2002 and 2001 ......................................    2

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

       Statement of Stockholders' Equity for the three months
       Ended March 31, 2002 and 2001 ......................................    4

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

       Notes to Financial Statements ......................................    6

   Item 2. - Management's Discussion and Analysis .........................   10

PART II - OTHER INFORMATION

    Item 1. Legal Proceedings .............................................   12
    Item 2. Changes in Securities and Use of Proceeds .....................   12
    Item 3. Default 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


                                        i
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            ORDERPRO LOGISTICS, INC.
                                  Balance Sheet
                                 March 31, 2002
                                   (unaudited)

                                     ASSETS

Current Assets
  Accounts receivable - trade                                       $     7,754
                                                                    -----------
     Current Assets                                                       7,754

Property and equipment, net of accumulated depreciation                  14,236

Purchased and internally developed software, net of amortization        287,236
Customer and vendor data, net of amortization                           286,247
Deposits                                                                150,000
                                                                    -----------
     Total Assets                                                   $   745,473
                                                                    ===========

                  LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   142,962
  Accrued liabilities                                                   142,133
  Bank overdraft                                                         29,300
  Notes payable                                                          62,000
  Due to officer                                                        214,170
  Convertible debentures                                                218,675
                                                                    -----------
  Current Liabilities                                                   809,240
                                                                    -----------
     Total Liabilities                                                  809,240

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 8,742,631 shares                          874
  Additional paid in capital                                          1,578,214
  Accumulated deficit                                                (1,642,855)
                                                                    -----------
     Total Stockholders' Equity (Deficit)                               (63,767)
                                                                    -----------
     Total Liabilities and Stockholders' Equity                     $   745,473
                                                                    ===========

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

                                        1
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Operations
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

                                                   For the three months ended
                                                           March 31,
                                                  -----------------------------
                                                      2002              2001
                                                  -----------       -----------

Revenue                                           $    22,888       $   388,846

Cost of Revenue:
  Direct cost of revenue                               19,166           332,432
  Employee costs                                       39,416           107,634
  Rent and occupancy costs                              4,856            11,607
  Amortization and depreciation                        26,542            24,772
                                                  -----------       -----------
         Cost of Revenue                               89,980           476,445
                                                  -----------       -----------

Gross profit (loss)                                   (67,092)          (87,599)

Expenses
   Administrative costs                               108,493            34,358
   Employment costs                                   592,009            55,957
   Rent and occupancy costs                             2,615             3,202
   Interest expense                                    24,666             9,262
   Amortization and depreciation                          776               380
                                                  -----------       -----------
         Total Costs                                  728,559           103,159
                                                  -----------       -----------

Loss before income tax benefit                       (795,651)         (190,758)

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

Net Loss                                          $  (795,651)      $  (190,758)
                                                  ===========       ===========

Loss per common share                             $     (0.14)      $     (0.04)
                                                  ===========       ===========

Weighted average shares outstanding                 5,710,126         4,900,000
                                                  ===========       ===========


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

                                        2
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                        Statement of Stockholders' Equity
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

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

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


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

Conversion of debentures         1,436,000           143       457,907                      458,050

Stock issued for services        2,364,964           237       709,252                      709,489

Net Loss                                --            --            --      (795,651)      (795,651)
                               -----------   -----------   -----------   -----------    -----------
Balance at March 31, 2002        8,742,631   $       874   $ 1,578,214   $(1,642,855)   $   (63,767)
                               ===========   ===========   ===========   ===========    ===========
</TABLE>

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

                                        3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                             Statement of Cash Flows
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

                                                   For the three months ended
                                                           March 31,
                                                   ----------------------------
                                                      2002              2001
                                                  -----------       -----------

Loss from operations                              $ (795,651)         $(190,758)

Adjustments to reconcile net income from
 operations to net cash provided by
 (from) operating activities:
  Amortization and depreciation                       27,318             25,152
  Stock issued for services                          709,489
Changes in operating assets and liabilities
  Decrease/(Increase) in accounts receivable           2,528            (52,846)
  Decrease in due from officer and director               --              2,933
  Decrease in prepaid expenses                            --              2,375
  Increase on bank overdraft                          13,907             54,840
  (Decrease)/Increase in accounts payable            (72,448)           148,543
  (Decrease)/Increase in accrued liabilities         (19,980)            40,263
                                                   ---------          ---------
     Net cash provided by operating activities      (134,836)            30,502

Cash Flows from Investing Activities
  Acquisition of property and equipment               (8,692)            (8,225)
                                                   ---------          ---------
     Net cash (used in) investing activities          (8,692)            (8,225)

Cash Flows from Financing Activities
  Repayment of notes payable                              --            (47,387)
  Repayment of due to officer                             --             (8,390)
  Advances by officer                                115,153                 --
  Proceeds from convertible debentures                22,800             33,500
                                                   ---------          ---------
     Net cash (used by) financing activities         137,953            (22,277)
                                                   ---------          ---------

Net increase in cash and cash equivalents             (5,575)                --

Cash and cash equivalents at beginning of period       5,575                 --
                                                   ---------          ---------

Cash and cash equivalents at end of period         $      --          $      --
                                                   =========          =========
Supplemental Cash Flow Information
  Interest expense                                 $  24,666          $   9,262
  Conversion of debentures to common stock         $ 458,050          $      --

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

                                        4
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

NOTE 1. - THE COMPANY

The unaudited financial statements included herein were prepared from the
records of the Company in accordance with generally accepted accounting
principles and reflect all adjustments which are, in the opinion of management,
necessary to provide a fair statement of the results of operations and financial
position for the interim periods. Such financial statements generally conform to
the presentation reflected in the Company's Form 10-KSB filed with the
Securities and Exchange Commission for the year ended December 31, 2001. The
current interim period reported herein should be read in conjunction with the
Company's Form 10-KSB subject to independent audit at the end of the year.

OrderPro Logistics, Inc. (the Company) was incorporated in the state of Arizona
on May 12, 2000. The Company provides freight brokerage, and logistics services
through internet access, on-sight presence and custom designed software.

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

MANAGEMENT PLANS

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations
since inception, had losses of $296,639 for the period from inception through
December 31, 2000, a loss of $550,651 for the year ended December 31, 2001 and a
loss for the quarter ended March 31, 2002 of $795,651 and has limited working
capital reserves. The Company expects to face many operating and industry
challenges and will be doing business in a highly competitive industry.

Capital reserves at March 31, 2002 were essentially depleted. The Company plans
to increase working capital through the sale of stock and debentures as well as
seek strategic mergers or acquisitions in the industry to increase revenue and
cash flow.

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

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

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES

Revenue and Expense Recognition - The Company recognized revenue when the
freight is tendered to the carrier at origin, and the Company records the
concurrent liability to the carrier and any other expenses related to shipment
for which the Company is liable. Where the Company does not assume the liability
for payment of expenses or risk of collection, it recognizes commission upon
performance of services.

Accounts Receivable - The Company recognizes revenue based on its revenue
recognition policy and provides an allowance for doubtful accounts based on the
Company's evaluation of credit worthiness and collection prospects for each
client. At March 31, 2002, all amounts, net of the allowance for doubtful
accounts, are estimated to be collectible.

Property and Equipment - Property and equipment are carried at cost less
accumulated depreciation. Cost was determined based on the depreciated carrying
value of the stockholder at the time the assets were placed in the Company.
Property and equipment is depreciated on a straight line basis over the
estimated useful life of the asset, ranging from three to seven years.

Purchased and Internally Developed Software - The Company is committed to
completion of an internet and software system for its internal use and
potentially for sale or lease to third parties. In accordance with the
provisions of the American Institute of Certified Public Accountants Statement
of Position 98-1, Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use the Company has capitalized certain costs incurred in
the 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.

                                        5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)


NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CUSTOMER and VENDOR DATA - The Company purchased customer listsnd related
database information that is used to speed order matching and the pricing
process. This data base is being amortized overs its estimated useful life of
seven years.

Impairment of Long-lived Assets - The Company accounts for impairment of
long-lived assets, consisting of property abd equipment, purchased and
internally developed software, and customer lists, in accordance with Statement
of Financial Accounting Standards No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of (SFAS 121). SFAS
121 requires that long-lived assets be continually reviewed for impairment
whenever events or changes in circumstances indicate that the remaining
estimated useful life of the assets may warrant revision or that the balance may
not be recoverable. The Company evaluates possible impairment by comparing
estimated future cash flows, before interest expense and on an undiscounted
basis, to the net book value of assets. If undiscounted cash flows are
insufficient to recover assets, further analysis is performed in order to
determine the amount of the impairment. The Company would record an impairment
loss equal to the amount by which the carrying amount of the assets exceeds
their fair market value. Fair market value is usually determined based on the
present value of estimated expected future cash flows on a per transaction basis
using a discount rate commensurate with the risks involved. The estimated future
cash flows associated with long-lived assets are greater than the carrying value
of such assets and no impairment loss needs to be recognized.

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

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

Impact of Recently Issued Accounting Standards - In June 2001, the FASB issued
SFAS No. 142, Goodwill and Other Intangible Assets. This statement establishes
accounting and reporting standards for goodwill and intangibles for years
commencing after December 15, 2001. Whether already acquired or subsequently
acquired after the effective date, companies are required to identify
intangibles with finite lives and those with indefinite lives. Those intangibles
with finite lives are to be amortized over the estimates useful lives of the
assets while those with indefinite lives are not to be amortized. Goodwill is
not be amortized. Each intangible or goodwill asset should be analyzed at least
annual for impairment where the carrying value is in excess of the fair value of
the intangibles and in excess of the implied fair value in the case of goodwill
assets. The asset's carrying value is to be reduced by a charge to income if the
fair value is lower than the carrying value. The Company has not determined the
effect of this new standard; however, due to the Company's amortizing
intangibles (purchased and internally developed software and customer lists) and
their integral utilization in the business the impact is not expected to be
material.

                                        6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

NOTE 3. - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                            March 31,
                                                      ---------------------
                                                        2002          2001
                                                      --------      -------
     Computers                                        $ 13,722      $13,772
     Furniture and equipment                            11,299       11,299
                                                      --------      -------
                                                        25,071       25,071
     Less: accumulated depreciation                     10,835        5,597
                                                      --------      -------
                                                      $ 14,236      $20,474
                                                      ========      =======

Depreciation and amortization expense for the three months ended March 31, 2002
and 2001 was $1,551 and $1,518, respectively.

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER AND VENDOR
          DATA

The Company has capitalized the cost of developing internal use software
proprietary to its business purpose. Under the provisions of SOP 98-1, the
Company capitalizes costs associated with software developed or obtained for
internal use when both the preliminary project stage is completed and management
has approved the project it determines to be probable of completion for the
intended purpose. Capitalized costs include only 1) external direct costs of
materials and services consumed in developing or obtaining internal-use
software, 2) payroll and payroll-related costs for employees who are directly
associated with and who devote time to the internal-use software project, and 3)
interest costs incurred, when material, while developing internal use software.
Capitalization of such costs ceases no later than the time when the project is
substantially complete and ready for its intended purpose.

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

In accordance with SFAS 121 the carrying value of software development costs is
regularly reviewed, and a loss is recognized when: 1) the internal use software
is not expected to provide substantial service potential, 2) a significant
change occurs in the extent or manner in which the software is used, 3) a
significant change is made to the software program or 4) the costs of developing
or modifying internal use computer software significantly exceeds the amount
originally expected to develop the software.

Purchased and internally developed software consist of the following:


                                                      March 31,
                                               ----------------------
                                                 2002          2001
                                               --------      --------
     Software                                  $350,928      $207,760
                                               --------      --------
                                                350,928       207,760
     Less: accumulated depreciation              63,692        19,105
                                               --------      --------
                                               $287,236      $188,655
                                               ========      ========

                                        7
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER AND VENDOR
          DATA (continued)

Amortization of software costs for the three months ending March 31, 2002 and
2001 was $12,950 and $10,818, respectively.

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

Amortization of the customer list for the period ended March 31, 2002 and 2001
was $12,817 and $12,817, respectively.

NOTE 5. - NOTES PAYABLE

This note bears interest at a rate of 10% per annum, is due and payable in
October, 2002, and is secured by the pledge of the trade accounts receivable.

NOTE 6. - CONVERTIBLE DEBENTURES

The debentures are convertible into 1 share of common stock per $0.30 of
principal amount of debenture. The debentures are due in November, 2002. During
the quarter ended March 31, 2002, 458,050 of interest and debentures were
converted into 1,436,000 shares of common stock. Interest expense for the three
months ended March 31, 2002 and 200 was $11,405 and $3,356, respectively.

NOTE 7. - INCOME TAXES

At March 31, 2002, the Company has approximately $1,644,000 of net operating
losses available to offset future income tax liability. There is no certainty as
to the timing of such recognition nor that the Company will be able to fully
utilized these amounts. The effect of recognizing the tax effect of the loss for
the periods ended March 31, 2002 and 2001 resulted in a deferred income tax
asset of $0, after being offset by an equal valuation allowance of $326,300 and
79,100, respectively.

The income tax benefit for the three months ended March 31, 2002 and 2001
includes the following components:

                                                     March 31,
                                              -----------------------
                                                 2002          2001
                                              ----------    ---------
     Current Income Taxes:
       Federal                                $(270,600)    $ (65,000)
       State                                    (55,700)      (14,000)
                                              ----------    ---------
                                               (326,300)      (79,000)
     Deferred Income Taxes:
       Federal                                                    (80)
       State                                                      (20)
                                              ----------    ---------
                                                                 (100)
                                              ----------    ---------
     Total Current and deferred income tax
      benefit                                  (326,300)      (79,100)
     Increase in valuation allowance            326,300        79,100
                                              ----------    ---------
     Benefit (provision) for income taxes     $        0    $       0
                                              ==========    =========

                                        8
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
               for the three months ended March 31, 2002 and 2001
                                   (unaudited)

NOTE 7. - INCOME TAXES (CONTINUED)

The tax effects of temporary differences that give rise to a deferred tax asset
at March 31, 2001 is the excess of financial statement deduction over tax
amortization of organizational expenses. The deferred tax asset is $200 to be
recognized for tax purposes over the next 52 months.

Future realization of the net deferred tax assets is dependent on generating
sufficient taxable income prior to the expiration of the respective
carryforwards. Tax effects are based on an 7.0% state and 34.0% federal income
tax rates for a net combined rate of 39.3%. The realized net operating losses
expire over the next 20 years, as follows:

                                  Federal         State
                Expiration        Amount         Amount
                ----------      ----------     -----------

                2005                           $   296,000
                2006                               551,000
                2007                               796,000
                2020            $  297,000
                2021               551,000
                2022               796,000
                                ----------     -----------
                     Total      $1,644,000     $ 1,644,000
                                ==========     ===========

NOTE 8. - RELATED PARTY TRANSACTIONS

At March 31, 2002, the Company has a liability to an officer and director of the
Company in the amount of $214,170. The amount is to be repaid over three years
and bears interest at a rate of 7.0% per annum.

NOTE 9. - LEASE COMMITMENTS

The Company is obligated under a long term lease for office space in Tucson
Arizona. The annual lease payments require monthly payments of $3,521 with
annual escalation through May 31, 2003. Annual commitments for the calendar
years are as follows:

                         2002            $45,652
                         2003            $19,406

NOTE 10. - STOCKHOLDERS' EQUITY

The Company has 100,000,000 shares of $0.0001 par value stock authorized and
8,742,631 shares outstanding at March 31, 2002

NOTE 11. - EARNINGS (LOSS) PER SHARE

The period ended March 31, 2002 excludes the shares related to the exercise of
the conversion right under the debentures of 728,917 shares due to their
antidilutive effect as a result of the Company's losses for the period.

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

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

OVERVIEW

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

The Company continues to market its primary service, freight brokerage, and
logistics services through Internet access. The Company has not achieved revenue
growth as a result of its has limited available resources. The Company is
vulnerable to volatility in its revenue because the nature of its operations is
such that it generates its revenue from relatively few contracts. In any given
period, revenue will be heavily concentrated with few customers.

RESULTS OF OPERATIONS

The Company had a loss of $795,651 for the three months ended March 31, 2002
compared to a loss of $190,758 for the same period ended March 31, 2001 and has
limited working capital reserves. The Company expects to face many operating and
industry challenges and will be doing business in a highly competitive industry.

Capital reserves at March 31, 2002 were essentially depleted. The Company plans
to increase working capital through the sale of stock and debentures as well as
seek strategic mergers or acquisitions in the industry to increase revenue and
cash flow.

Our operating margin for the three months ended March 31, 2002 was a negative
293% compared to a negative 23% for the period ended March 31, 2001. We
anticipated that OrderPro would have the required capital to consolidate less
than truckload shipments into truckload shipments thereby generating revenues
based on a fixed percentage of the shipping costs saved by our customer. Without
the capital required to provide rapid payment to the carriers, it is almost
impossible to ship freight at rate levels that will assure our projected
operating margins. We have proven that carriers will haul freight for lower
rates when they are paid promptly. Other factors affecting margins are high fuel
prices and our inability in certain cases to recover those costs. Numerous small
companies in the trucking industry have gone out of business reducing the number
of companies available to haul freight. We believe that we could meet our
anticipated margins if we were adequately funded.

Revenue is derived from the brokerage of freight services. A customer either
contacts OrderPro's central dispatch or contacts our on-site representative with
details of freight that needs to be moved by truck.

Additional revenue is earned in that we provide our customers savings in
shipping costs and we share that savings with the customer.

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

OPERATING EXPENSES

One of the primary expense is the cost paid to the truckers for moving the
freight. These costs amount to 83.7% of revenues for the three months ended
March 31, 2002 compared to 85.5% for the comparable period a year ago.

The second largest expense is for employees. Wages and benefits for the three
months ending March 31, 2002 were 172% companred to 27.7% of revenues a year
earlier. In part this is due to the fixed costs of such overhead an the reduced
revenue for the current period.

                                       10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company had a net working capital deficit of $801,486 at March 31, 2002. The
Company has a revolving loan agreement with a credit lender under which it can
borrow a percentage of the accounts receivable outstanding.

The Company is attempting to raise additional debt or equity capital to allow it
to expand the current level of operations. These debentures bear interest at a
rate of 10% per annum and are due in November 2002. The debentures are
convertible into 1 share of common stock per $0.30 of principal amount of
debenture. Interest expense for the three months ended March 31, 2002 was
$11,405.

The Company is presently negotiating with sources for additional equity capital
to allow it to expand the current level of operations. There can be no
assurances that the Company will be successful in obtaining such capital.

The audited financial statements, year ending December 31, 2001 were prepared
assuming that OPLI will continue as a going concern. OPLI commenced operations
in 2000, had losses of $228,094 for the period ended December 31, 2000, a loss
of $550,565 for the year ended December 31, 2001 and a loss of $795,651 for the
quarter ened March 31, 2002, and has limited working capital reserves. OPLI
expects to face many operating and industry challenges and will be doing
business in a highly competitive industry. These factors raise substantial doubt
about the OPLI's ability to continue as a going concern.

To date, OPLI has financed its operations principally through the sales its
services and the placement of a convertible debenture. OrderPro believes that it
has and will have sufficient cash flow to continue its operations through March
31, 2003. We will consider both the public and private sale of securities and or
debt instruments for expansion of its operations if such expansion would benefit
the overall growth and income objectives of the company. Should sales growth not
materialize, OPLI may look to these public and private sources of financing. We
do not know whether we can obtain sufficient capital on acceptable terms, if at
all. Under such conditions, failure to obtain such capital likely would affect
adversely the company's ability to continue as a going concern, or at a minimum
negatively impact the company's ability to timely meet its business objectives.
Additional funds needed to continue operations from April 1, 2002 through March
31, 2003 is $600,000. Of this amount $400,000 will be raised through operations.
However, the funds required to continue operations will not achieve solvency.
The funds required to achieve solvent operations would be approximately
$1,000,000, of which $400,000 would be raised through operations. If the
debenture holders elect not to convert to common stock, OrderPro will need an
additional $63,000 plus interest to meet its obligations.

Specific use of the $600,000 would be $375,000 to pay truckers for services
provided and $225,000 would be used to pay all other current operating expenses
of OrderPro.

OrderPro's working capital and other capital requirements during the next fiscal
year and thereafter will vary based on the sales revenue generated by the
company. Management believes that a key operational need is to pay the truckers
for their services on a basis which is superior to payment terms truckers
receive from other shippers and brokers. When payment to the truckers is made
quickly OrderPro can effectively negotiate for lower costs. When payment to the
truckers is made quickly we will have a greater number of truckers desiring to
haul freight for OrderPro. The relationship between increased revenue, increased
receivables and increased capital is direct as a result of delayed payment by
our customers. As revenues increase the amount of capital needed to fund the
rapid payment of truckers will increase. For each $100 increase in annual
revenue an additional $18.75 in capital will be required. This additional
capital will be used to fund the rapid payment of truckers. (The $18.75 is based
on funding accounts receivable. $100 in annual revenue, requires $75 in accounts
receivable funding. A/R turn of 90 days means 4 turns per year. 75/4 = $18.75).

We do not know if additional public or private financing, including debt or
equity financing will be available as needed, or, if available, on terms
acceptable to OrderPro. Any additional equity financing may be dilutive to
shareholders and such additional equity securities may have rights, preferences


or privileges that are senior to those of our existing common stock.
Furthermore, debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on our operating
flexibility. The failure of OrderPro to successfully obtain additional future
funding may jeopardize our ability to continue our business and operations.

SEASONALITY

The Company's operations are not affected by seasonal fluctuation. However, cash
flows may at times be affected by fluctuations in the timing of cash receipts
from large contracts.

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<PAGE>
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

ADDITIONAL FINANCING. The Company will require additional financing to achieve
growth in operations and to support its working capital requirements. The
Company may seek additional financing through private placements of debt or
equity financing.

TECHNOLOGICAL CHANGE. The Company has been able to keep pace with software
changes through an on going agreement with its software company contracted to
write and amend the software changes required to meet its customer demands.

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

                           PART II - OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any litigation and to its knowledge, no action,
suit or proceedings against it has been threatened by any person or entity.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

None

(b) Reports on Form 8-K

None

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<PAGE>
                                 SIGNATURE PAGE

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

                                ORDERPRO LOGISTICS, INC


MAY 30, 2000                    /s/ RICHARD L. WINDORSKI
                                --------------------------------------------
                                RICHARD L. WINDORSKI, DIRECTOR AND PRESIDENT
                                PRINCIPAL EXECUTIVE OFFICER

MAY 30, 2002                    /s/ PATRICIA ROBINSON
                                --------------------------------------------
                                PATRICIA ROBINSON, CONTROLLER, PRINCIPAL
                                ACCOUNTING OFFICER, DIRECTOR,
                                SECRETARY AND TREASURER

                                       13