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)


     June 30, 2001                                      0-30857
 For the Quarter Ended                           Commission File Number


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


                6700 N. Oracle Road, Suite 412, Tucson, AZ 85704
           (Address of Principal Executive Offices Including Zip Code)


                                 (520) 575-5745
                           (Issuers Telephone Number)

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

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

Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
                                      INDEX
                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

         Balance Sheet at June 30, 2001 ..................................   3

         Statement of Operations for the six months and three months
         ended June 30, 2001 .............................................   4

         Statement of Stockholders' Equity for the six months
         ended June 30, 2001 .............................................   5

         Statement of Cash Flows for the six months and three months
         ended June 30, 2001 .............................................   6

         Notes to Finanial Statements ....................................   7

     Item 2 - Management's Discussion and Analysis .......................  12

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings ...........................................  14

     Item 2. Changes in Securities and Use of Proceeds ...................  14

     Item 3. Default Upon Senior Securities ..............................  14

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

     Item 5. Other Information ...........................................  14

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

Signatures ...............................................................  15


                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                            OrderPro Logistics, Inc.

                                  Balance Sheet
                                  June 30, 2001
                                   (unaudited)


                                     ASSETS

Current Assets
  Accounts receivable - trade                                       $   301,049

                                                                    -----------
      Current Assets                                                    301,049

Property and equipment, net of accumulated depreciation                  19,711

Purchased and internally developed software, net of amortization        257,179
Customer lists, net of amortization                                     466,667
Deposits                                                                150,000
                                                                    -----------
      Total Assets                                                  $ 1,194,606
                                                                    ===========

                   LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   537,884
  Accrued liabilities                                                   127,920
  Bank overdraft                                                         53,122
  Notes payable                                                          54,000
  Convertible debentures                                                336,000
  Due to officer                                                        167,541
                                                                    -----------
      Current Liabilities                                             1,276,467
                                                                    -----------
      Total Liabilities                                               1,276,467

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 4,900,000 shares                          490
  Additional paid in capital                                            398,559
  Accumulated deficit                                                  (480,910)
                                                                    -----------
       Total Stockholders' Equity (Deficit)                             (81,861)
                                                                    -----------
       Total Liabilities and Stockholders' Equity                   $ 1,194,606
                                                                    ===========

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

                                       3
<PAGE>

                            OrderPro Logistics, Inc.

                             Statement of Operations
             for the six months and three months ended June 30, 2001
                                   (unaudited)


                                            Six months              Three months
                                              ended                    ended
                                          June 30, 2001            June 30, 2001
                                          -------------            -------------
Revenue                                    $   794,248              $   405,402

Direct cost of revenue                         858,637                  347,805
                                           -----------              -----------

Gross profit (loss)                            (64,389)                  57,597

Expenses
  Administrative costs                          41,691                    7,333
  Amortization and depreciation                 41,334                   20,780
  Interest expense                              31,877                   22,615
                                           -----------              -----------
Total Costs                                    114,902                   50,728
                                           -----------              -----------

Loss before income tax benefit                (179,291)                   6,869

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

Net Income (Loss)                          $  (179,291)             $     6,869
                                           ===========              ===========

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

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

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

                                       4
<PAGE>
                            OrderPro Logistics, Inc.

                        Statement of Stockholders' Equity
                     for the six months ended June 30, 2001
                                   (unaudited)


<TABLE>
<CAPTION>
                                        Common Stock      Additional
                                    -------------------    Paid-In       Retained
                                      Shares     Amount    Capital       Earnings        Total
                                      ------     ------    -------       --------        -----
<S>                                <C>           <C>      <C>          <C>            <C>
Balance at  December 31, 2000       4,900,000     $490     $398,559     $(301,619)     $  97,430

Net loss                                   --       --           --      (179,291)      (179,291)
                                    ---------     ----     --------     ---------      ---------
Balance at June 30, 2001            4,900,000     $490     $398,559     $(480,910)     $ (81,861)
                                    =========     ====     ========     =========      =========
</TABLE>

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

                                       5
<PAGE>

                            OrderPro Logistics, Inc.

                             Statement of Cash Flows
          for the six months and three three months ended June 30, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                          Six months         Three months
                                                                             ended              ended
                                                                         June 30, 2001      June 30, 2001
                                                                         -------------      -------------
<S>                                                                     <C>                <C>
Net income (loss) from operations                                          $(179,291)             6,869

Adjustments to reconcile net income from operations
 to net cash provided by (from) operating activities:
  Amortization and depreciation                                               41,334             20,780
Changes in operating assets and liabilities
  (Increase) in accounts receivable                                          (69,786)           (16,940)
  Decrease in due from officer and employee                                    2,933              1,134
  Decrease in prepaid expenses                                                 2,374                 --
  Increase/(decrease) in bank overdraft                                       46,837             (8,003)
  Increase(decrease) in accounts payable                                      25,267           (125,276)
  Increase/(Decrease) in accrued liabilities                                  78,890             38,627
                                                                           ---------          ---------
        Net cash (used in) operating activities                              (51,442)           (82,809)

Cash Flows from Investing Activities
  Acquisition of property and equipment                                         (230)              (230)
  Acquisition of software                                                     (8,225)                --
                                                                           ---------          ---------
        Net cash (used in) investing activities                               (8,455)              (230)

Cash Flows from Financing Activities
  Proceeds from notes payable                                                     --              3,646
  Repayment of notes payable                                                 (43,740)                --
  Proceeds from convertible debentures                                       126,000             92,500
  Repayments of loan from officer                                            (22,363)           (13,107)
                                                                           ---------          ---------
        Net cash provided by financing activities                             59,897             83,039

Net increase in cash and cash equivalents                                         --                 --

Cash and cash equivalents at beginning of period                                  --                 --
                                                                           ---------          ---------

Cash and cash equivalents at end of period                                 $      --                 --
                                                                           =========          =========

Interest expense                                                           $  31,877          $  22,615

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
  Issuance of debentures for software development                          $  80,000          $      --
</TABLE>

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

                                       6
<PAGE>
                            OrderPro Logistics, Inc.

                          Notes to Financial Statement
                     for the six months ended June 30, 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, 2000. 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 had no operations until July 2000. The
Company provides freight brokerage, and logistics services through internet
access, on-sight presence and custom designed software.

On September 29, 2000, the Company acquired FifthCAI, Inc., a public shell
corporation, in a capital transaction accompanied by a stock recapitalization.
FifthCAI, Inc. was incorporated on February 2, 2000 and had only limited
operations until its acquisition by OrderPro Logistics on September 29, 2000. In
conjunction with the acquisition, the Company issued 240,000 shares of its
common stock to the former stockholders for FifthCAI, Inc. On a pro forma basis,
had the merger occurred on May 12, 2000, the combined loss would have been
$1,300 greater. In conjunction with the acquisition, the Company had a
reorganization of it equity to establish a par value of $0.0001 per share and
accomplish a 6.20 shares for one split.

Management plans

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations in
2000, had losses of $301,619 for the period from inception through December 31,
2000, a loss of $179,291 for the six months ended June 30, 2001 and has limited
working capital reserves. The Company expects to face many operating and
industry challenges and will be doing business in a highly competitive industry.

Capital reserves at June 30, 2001 were essentially depleted. The Company plans
to increase working capital through the sale of stock and debentures as well as
seek strategic mergers or acquisitions in the industry to increase revenue and
cash flow.

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.

                                       7
<PAGE>
                            OrderPro Logistics, Inc.

                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


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 June 30, 2001, all amounts are estimated to be collectible.

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

Purchased and Internally Developed Software - The Company is committed to
completion of an internet and software system for its internal use and
potentially for sale or lease to third parties. In accordance with the
provisions of the American Institute of Certified Public Accountants Statement
of Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" the Company has capitalized certain costs incurred in
the development of internal-use software. The remaining development costs
related to completion of this asset is estimated to be $200,000. The amounts
capitalized as an asset of the Company is being depreciated over its estimated
useful life.

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                                     $14,687
         Furniture and equipment                        11,299
                                                       -------
                                                        25,986
         Less: accumulated depreciation                  6,275
                                                       -------
                                                       $19,711
                                                       =======

Depreciation and amortization expense for the six months and three months ended
June 30, 2001 was $3,088 and $1,570, respectively.

                                       8
<PAGE>
                            OrderPro Logistics, Inc.

                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


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.

Amortization of software costs and customer lists for the six months and three
months ending June 30, 2001 was $38,246 and $19,210, respectively.

Note 5. - Notes Payable

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

Note 6. - Convertible Debentures

In November 2000, the Company issued $130,000 of convertible debentures to two
stockholders of the Company in exchange for operating capital. In the first
quarter of 2001, the Company issued an additional $33,500 of debentures. These
debentures bear interest at a rate of 10% per annum and are due in November
2001. The debentures are convertible into 1 share of common stock per $0.30 of
principal amount of debenture. Interest expense for the six months and three
months ended June 30, 2001 was $10,083 and $6,727, respectively..

Note 7. - Income Taxes

At June 30, 2001, the Company has approximately $481,000 of net operating losses
available to offset future income tax liability. There is no certainty as to the
timing of such recognition nor that the Company will be able to fully utilized
these amounts. The effect of recognizing the tax effect of this loss resulted in
a deferred income tax asset of approximately $187,000, which was fully offset by
an equal valuation allowance.

                                       9
<PAGE>
                            OrderPro Logistics, Inc.

                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


Note 7. - Income Taxes

Income tax benefit for the six months ended June 30, 2001 includes the following
components:

                                       Federal           State          Total
                                       --------        --------        --------
         Current credit                $(69,920)       $(14,350)       $(84,270)
         Deferred credit                    (80)            (20)           (100)
                                       --------        --------        --------
                                        (70,000)        (14,370)        (84,370)
         Valuation reserve               70,000          14,370          84,370
                                       --------        --------        --------
                                       $      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                               $60,960
         Increase in income taxes resulting from:
           State income taxes, net of Federal income tax benefit         23,410
                                                                        -------
                                                                        $84,370
                                                                        =======

The tax effects of temporary differences that give rise to a deferred tax asset
at June 30, 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
46 months.

Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration. Tax effects are based on a 8.0% state
and 34.0% federal income tax rates for a net combined rate of 39.3%. The
realized net operating losses expire over the next 20 years, as follows:

       Expiration                       Amount
       ----------                       ------
         2021                          $302,000
         2022                           180,000
                                       --------
            Total                      $482,000
                                       ========

Note 8 - Related Party Transactions

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

At June 30, 2001, the Company has a loan payable to an officer of $167,541.
Interest expense for the six months ended June 30, 2001 was $8,691.

                                       10
<PAGE>
                            OrderPro Logistics, Inc.

                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


Note 9. - Lease Commitments

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

         2001         $28,986
         2002         $45,652
         2003         $19,406

Note 10 - Stockholders' Equity

The Company has 100,000,000 shares of $0.0001 par value stock authorized and
4,900,000 shares outstanding at June 30, 2001

Note 11 - Earnings (Loss) Per Share

Basic loss per share is calculated by dividing the net loss by the weighted
average common shares outstanding during the period. The diluted share base for
the period ended June 30, 2001 excludes the shares related to the exercise of
the conversion right under the debentures of 1,120,000 shares due to their
antidilutive effect as a result of the Company's losses for the period.

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

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

OVERVIEW

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

     On September 29, 2000, the Company acquired FifthCAI, Inc., a public shell
corporation, in a capital transaction accompanied by a stock recapitalization.
FifthCAI, Inc. was incorporated on February 2, 2000 and had only limited
operations until its acquisition by OrderPro Logistics on September 29, 2000. In
conjunction with the acquisition, the Company issued 240,000 shares of its
common stock to the former stockholders for FifthCAI, Inc. On a pro forma basis,
had the merger occurred on May 12, 2000, the combined loss would have been
$1,300 greater. In conjunction with the acquisition, the Company had a
reorganization of it equity to establish a par value of $0.0001 per share and
accomplish a 6.20 shares for one split.

     The Company continues to market its primary service, freight brokerage, and
logistics services through Internet access. The Company achieved a small revenue
growth in the second quarter 2001. The Company is vulnerable to volatility in
its revenue because the nature of its operations is such that it generates its
revenue from relatively few contracts. In any given year, revenue will be
heavily concentrated with few customers.

RESULTS OF OPERATIONS

     The Company had net income of $6,869 for the three months ended June 30,
2001 and a loss of $179,291 for the six months ended June 30, 2001 and has
limited working capital reserves. The Company expects to face many operating and
industry challenges and will be doing business in a highly competitive industry.

     Capital reserves at June 30, 2001 were essentially depleted. The Company
plans to increase working capital through the sale of stock and debentures as
well as seek strategic mergers or acquisitions in the industry to increase
revenue and cash flow.

                                       12
<PAGE>
     If the Company is unable to increase sales as expected, and/or raise
additional interim capital to fully implement its business plan, it may
jeopardize the ability of the Company to continue as a going concern.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a net working capital deficit of $975,418 at June 30, 2001.
The Company has a revolving loan agreement with a credit lender under which it
can borrow a percentage of the accounts receivable outstanding. The agreement is
in default as a result of the slow payment by a major customer. The Company
expects that this matter will be resolved without significant cost to the
Company.

     The Company is attempting to raise additional debt or equity capital to
allow it to expand the current level of operations. As of December 31, 2000, the
Company raised approximately $130,000, for working capital through the issuance
of convertible debentures to two stockholders of the company. In the first
months of 2001, the Company issued an additional $206,000 of debentures. Of
these issuances $80,000 was
issued for services and software production for the Company. These debentures
bear interest at a rate of 10% per annum and are due in November 2001. The
debentures are convertible into 1 share of common stock per $0.30 of principal
amount of debenture. Interest expense for the six months ended June 30, 2001 was
$10,083. The Company is presently negotiating with sources for additional equity
capital to allow it to expand the current level of operations. There can be no
assurances that the Company will be successful in obtaining such capital.

SEASONALITY

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

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

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

                                       13
<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. 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

                                       14
<PAGE>
                                   SIGNATURES

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

                               OrderPro Logistics, Inc



August 20, 2001                /s/ Richard L. Windorski
                               -------------------------------------------
                               Richard L.Windorski, Director and President