UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A

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

    FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 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 Identification No.)
 incorporation or organization)


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


                                 (520) 575-5745
                (Issuer's telephone number, including area code)

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 [ ]

There are  64,349,884  shares of  common  stock  issued  and  outstanding  as of
December 30, 2003.
<PAGE>
PART 1. FINANCIAL INFORMATION

     Item 1. Financial Statements (unaudited)

          Condensed consolidated Balance Sheet as of September 30, 2003        3

          Condensed consolidated Statements of Operations for the Three
          and Nine Months ended September 30, 2003 and 2002                    4

          Condensed consolidated Statements of Cash Flows for the Nine
          Months ended September 30, 2003 and 2002                             5

          Notes to condensed consolidated Financial Statements
          as of September 30, 2003                                             6

     Item 2. Managements Discussion and Analysis or Plan of Operations        13

     Item 3. Controls and Procedures                                          19

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                                20

     Item 2. Changes in Securities and Use of Proceeds                        20

     Item 3. Defaults Upon Senior Securities                                  20

     Item 4. Submission of Matters to a Vote of Security Holders              21

     Item 5. Other Information                                                21

     Item 6. Exhibits and Reports on Form 8-K                                 21

SIGNATURES                                                                    22

                                       2
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 (AS RESTATED)

                                                                   September 30,
                                                                       2003
                                                                   -------------
                                                                    (Unaudited)
                                      Assets

Current assets:
  Cash                                                              $       343
  Accounts receivable, net of allowance for doubtful
   accounts of $7,148                                                    44,172
  Subscription receivable for common stock                              148,000
  Prepaid expenses                                                      227,417
  Advances receivable                                                     1,011
                                                                    -----------

Total current assets                                                    420,943

Property and equipment, net of accumulated
  depreciation                                                           41,029

Internally developed software                                           426,895
Intangible assets, net                                                   89,718
Goodwill                                                                311,187
Deposits and other assets                                                 3,000
                                                                    -----------

Total Assets                                                        $ 1,292,772
                                                                    ===========

                          Liabilities and Stockholders' Deficit

Current liabilities:
  Cash overdraft                                                    $    28,348
  Accounts payable                                                      426,699
  Accrued interest                                                       44,980
  Other payables                                                         49,779
  Payroll liabilities                                                   222,092
  Loans payable                                                          30,000
  Debentures payable                                                    315,425
  Due to stockholders                                                   463,413
                                                                    -----------

Total current liabilities                                             1,580,736
                                                                    -----------

Commitments and contingencies

Stockholders' equity:
  Common stock, $0.0001 par value, 100,000,000 shares
   authorized, 48,858,092 shares issued and outstanding                   4,886
  Common stock to be issued, 3,587,500 shares                               359
  Additional paid-in capital                                          7,842,931
  Deferred charges                                                       (8,000)
  Accumulated deficit                                                (8,128,140)
                                                                    -----------

Total stockholders' deficit                                            (287,964)
                                                                    -----------

Total Liabilities and Stockholders' Deficit                         $ 1,292,772
                                                                    ===========

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

                                       3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003
                                 (AS RESTATED)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                        Three Months Ended September 30,      Nine Months Ended September 30,
                                        -------------------------------       -------------------------------
                                            2003               2002               2003               2002
                                        ------------       ------------       ------------       ------------
<S>                                     <C>                <C>                <C>                <C>
Revenue                                 $    471,098       $         --       $    904,161       $     38,604

Cost of revenue                              423,331              1,389            822,031             35,146
                                        ------------       ------------       ------------       ------------

Gross profit (loss)                           47,767             (1,389)            82,130              3,458

Selling, general and administrative
 expenses                                  1,214,241          1,239,262          3,362,842          2,353,350
                                        ------------       ------------       ------------       ------------

Loss from operations                      (1,166,474)        (1,240,651)        (3,280,712)        (2,349,892)

Other expense
  Interest expense                           (10,086)            (8,331)           (91,919)           (40,260)
  Beneficial conversion feature              (45,328)                --           (165,660)                --
                                        ------------       ------------       ------------       ------------

Loss before income taxes                  (1,221,888)        (1,248,982)        (3,538,291)        (2,390,152)

Income tax expense                                --                 --                 --                 --
                                        ------------       ------------       ------------       ------------

Net loss                                $ (1,221,888)      $ (1,248,982)      $ (3,538,291)      $ (2,390,152)
                                        ============       ============       ============       ============

Loss per share, basic and diluted       $      (0.03)      $      (0.12)      $      (0.12)      $      (0.24)
                                        ============       ============       ============       ============

Weighted average shares outstanding       42,158,780         10,037,667         29,163,894         10,037,667
</TABLE>

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

                                       4
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (AS RESTATED)
                                  (UNAUDITED)

                                                       2003             2002
                                                   -----------      -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $(3,538,291)     $(2,390,152)
  Adjustments to reconcile net loss to net cash
   used by operating activities:
     Depreciation and amortization                      93,999           67,738
     Bad debts                                           7,148               --
     Stock and options issued for services           2,486,827          931,927
     Beneficial conversion feature                     165,660               --
     Non-cash charges                                  149,983               --
     Debenture interest waived                           6,403               --
  Changes in operating assets and liabilities:
   (Increase) decrease in:
     Accounts receivable                               (24,155)          (6,226)
     Deposits and other assets                          (4,011)              --
  Increase (decrease) in:
    Accounts payable and accrued expenses              394,348           (6,837)
    Other items                                        (28,923)              --
                                                   -----------      -----------

Net cash used by operating activities                 (291,012)      (1,403,550)
                                                   -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cost of internally developed software               (101,353)        (177,342)
  Cost of acquisition                                  (75,000)              --
  Purchase of property and equipment                   (10,641)              --
                                                   -----------      -----------

Net cash used by investing activities                 (186,994)        (177,342)
                                                   -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Cash overdraft                                       (21,986)         (15,393)
  Proceeds from loans payable                           15,000               --
  Proceeds from debentures payable                     189,025        1,546,250
  Advances from stockholder                            101,310           44,461
  Stock issued for cash                                195,000               --
                                                   -----------      -----------

Net cash provided by financing activities              478,349        1,575,318
                                                   -----------      -----------

Net increase (decrease) in cash                            343           (5,574)

Cash, beginning of period                                   --            6,044
                                                   -----------      -----------

Cash, end of period                                $       343      $       470
                                                   ===========      ===========

Supplemental disclosure of cash flow information:

Cash paid for:
  Interest                                         $        --      $        --
  Income taxes                                              --               --

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

                                       5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 1 BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

     (A) BUSINESS

     OrderPro Logistics,  Inc. provides innovative and cost-effective  logistics
     and shipping solutions.  The strength of the Company lies in the ability to
     combine expertise with technology to achieve the customer's objective.  The
     Company is at the forefront of web-enabled transportation technology and is
     positioned for ongoing growth in business and profits.  OrderPro Logistics,
     Inc. combines  experience,  a track record of success in the transportation
     industry,  and proprietary  software to integrate the power of the Internet
     with daily transportation needs to achieve cost-efficient shipping.

     OrderPro(TM)  provides an extensive  communications  and information system
     that ties together our network of employees,  carriers and customers.  This
     revolutionary  program  allows  users  to gain  total  control  over  their
     shipping departments through a comprehensive suite of customized tools. The
     3PL (Third-Party  Logistics) Program assists  organizations by developing a
     coherent business strategy. Employees of OrderPro Logistics, Inc. work with
     customers to develop a comprehensive project plan, deploy a project team to
     initiate  the plan,  and remain with the customer  through  implementation.
     Freight  Management  includes all major modes of  transportation  including
     Truckload,  LTL,  intermodal,  air, and ocean freight.  OrderPro Logistics,
     Inc.   provides  the  expertise  and  information  to  determine  the  most
     cost-effective methods for the shipment of freight.

     (B) BASIS OF PRESENTATION

     The accompanying  condensed  consolidated  financial statements include the
     accounts of OrderPro  Logistics,  Inc.  and its wholly  owned  subsidiaries
     (collectively,  the  "Company").  These  statements  have been  prepared in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America for interim financial information and the instructions to
     Form 10-QSB and do not include all the information  and footnotes  required
     by accounting principles generally accepted in the United States of America
     for  complete  financial  statements.  In the  opinion of  management,  all
     adjustments  (consisting of normal recurring accruals) considered necessary
     for a fair  presentation  of the results for the interim  periods have been
     included.  Operating  results for the nine months ended  September 30, 2003
     are not necessarily  indicative of the results that may be expected for the
     year ended  December  31, 2003.  The  accompanying  condensed  consolidated
     financial  statements  and  the  information  included  under  the  heading
     "Management's Discussion and Analysis or Plan of Operations" should be read
     in conjunction  with the Company's  consolidated  financial  statements and
     related  notes  included  in the  Company's  Form 10-KSB for the year ended
     December 31, 2002.

                                       6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


     (C) SIGNIFICANT ACCOUNTING POLICIES

     REVENUE AND EXPENSE RECOGNITION

     The Company  recognizes 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 the  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.

     PURCHASED AND INTERNALLY DEVELOPED SOFTWARE

     The Company is committed to completion of an Internet  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  Accounts  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  production  of  internal-use
     software.

     MANAGEMENT'S ESTIMATES

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

     LOSS PER SHARE

     Basic and  diluted  loss per  common  share for all  periods  presented  is
     computed based on the weighted average common shares outstanding during the
     year as defined by Statement of Financial  Accounting  Standards,  No. 128,
     "Earnings Per Share".  The assumed exercise of common stock equivalents was
     not utilized since the effect would be anti-dilutive.

     (D) RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, The FASB issued  Interpretation No. 46,  "Consolidation of
     Variable  Interest  Entities",  an  interpretation  of Accounting  Research
     Bulletin   ("ARB")   No.   51,   "Consolidated    Financial    Statements".
     Interpretation  No. 46 addresses  consolidation by business  enterprises of
     variable  interest  entities,  which  have  one or  both  of the  following
     characteristics:  (i) the equity  investment  at risk is not  sufficient to

                                       7
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


     permit the entity to finance its activities without additional subordinated
     support from other parties,  which is provided  through other interest that
     will absorb  some or all of the  expected  losses of the  entity;  (ii) the
     equity   investors   lack   one  or   more  of  the   following   essential
     characteristics of a controlling financial interest: the direct or indirect
     ability to make  decisions  about the entities  activities  through  voting
     rights or similar  rights;  or the obligation to absorb the expected losses
     of the entity if they  occur,  which  makes it  possible  for the entity to
     finance its activities;  the right to receive the expected residual returns
     of the  entity if they  occur,  which is the  compensation  for the risk of
     absorbing the expected losses.

     Interpretation  No. 46 also requires  expanded  disclosures  by the primary
     beneficiary (as defined) of a variable interest entity and by an enterprise
     that holds a significant  variable  interest in a variable  interest entity
     but  is  not  the  primary  beneficiary.   Interpretation  No.  46  applies
     immediately to variable  interest  entities created after January 31, 2003,
     and to  variable  interest  entities  in which  an  enterprise  obtains  an
     interest  after that date.  It applies in the first  fiscal year or interim
     period  beginning  after June 15, 2003,  to variable  interest  entities in
     which an  enterprise  holds a variable  interest  that it  acquired  before
     February 1, 2003. Interpretation No. 46 may be applied prospectively with a
     cumulative-effect adjustment as of the date on which it is first applied or
     by restating  previously issued financial  statements for one or more years
     with a  cumulative-effect  adjustment as of the beginning of the first year
     restated.

     Management does not expect the adoption of Interpretation  No. 46 to have a
     material impact on the Company's consolidated financial position or results
     of operations.

     In June 2003,  the FASB issued an Exposure Draft for proposed SFAS entitled
     "Qualifying  Special Purpose Entities ("QSPE") and Isolation of transferred
     Assets", an amendment of SFAS No. 140 ("The Exposure Draft").  The Exposure
     Draft is a  proposal  that is  subject  to change  and as such,  is not yet
     authoritative.  If the  proposal  is enacted in its current  form,  it will
     amend and clarify  SFAS 140. The  Exposure  Draft would  prohibit an entity
     from being a QSPE if it enters into an agreement  that obliged a transferor
     of financial assets,  its affiliates,  or its agents to deliver  additional
     cash or other assets to fulfill the special-purposes entity's obligation to
     beneficial interest holders.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments  and Hedging  Activities".  SFAS No. 149 amends and
     clarifies  under what  circumstances  a contract  with initial  investments
     meets the  characteristics of a derivative and when a derivative contains a
     financing  component.  SFAS No. 149 is effective for contracts entered into
     or  modified  after June 30,  2003.  The  Company  does not expect that the
     adoption of SFAS No. 149 will have a  significant  effect on the  Company's
     financial statement presentation or disclosures.

                                       8
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity".
     SFAS  No.  150  establishes  standards  for how an  issuer  classifies  and
     measures  in  its  statement  of  financial   position  certain   financial
     instruments with  characteristics of both liabilities and equity.  SFAS No.
     150 requires that an issuer classify a financial  instrument that is within
     its scope as a liability (or an asset in some  circumstances)  because that
     financial  instrument embodies an obligation of the issuer. SFAS No. 150 is
     effective for financial  instruments entered into or modified after May 31,
     2003 and  otherwise  is effective  at the  beginning  of the first  interim
     period  beginning after June 15, 2003. SFAS No. 150 is to be implemented by
     reporting the  cumulative  effect of a change in  accounting  principle for
     financial  instruments created before the issuance date of SFAS No. 150 and
     still  existing  at  the  beginning  of the  interim  period  of  adoption.
     Restatement is not permitted. The Company does not expect that the adoption
     of SFAS No. 150 will have a significant  effect on the Company's  financial
     statement presentation or disclosures.

     (E) RECLASSIFICATIONS

     Certain items in the 2002 financial  statements  have been  reclassified to
     conform to the 2003 presentation.

     (F) ERROR CORRECTION

     The  accompanying  financial  statements  have been restated to correct the
     capitalization   and   amortization  of  internally   developed   software.
     Additionally,  the Company has corrected the financial  statements  for the
     three month period ended  September 30, 2003 and the six month period ended
     June 30, 2003 to correct the valuation of stock issued for services to fair
     value,  to record a beneficial  conversion  feature  related to convertible
     debentures and to expense certain stock based  compensation  which had been
     recorded as prepaid at September 30 and June 30, 2003.  The September  2003
     restatement  also  includes  a  correction  of an error as to the amount of
     revenue reported for the three month period ended September 30, 2003.

     The correction related to the software results from the reclassification to
     expense of certain items which were improperly  capitalized.  Additionally,
     amortization of costs was improperly recorded; the software project has not
     been  substantially  completed and costs should not be amortized  until the
     project is substantially completed and ready for its intended use.

                                       9
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


     The results of these corrections for 2003 are summarized as follows:

                                                 Three Months        Six Months
                                                 September 30         June 30,
                                                 ------------         --------
     Loss as reported                            $  (534,220)       $(1,107,812)

     Revenue                                         153,939
     Valuation adjustments and prepaid expense      (792,643)          (931,858)
     Software expensed                               (23,075)          (264,000)
     Reversal of amortization                         29,525            109,210
     Beneficial conversion feature                   (45,328)          (120,331)
     Interest expense                                (10,086)            (1,611)
                                                 -----------        -----------

     Loss as restated                            $(1,221,888)       $(2,316,402)
                                                 ===========        ===========

     Loss per share, as reported                 $     (0.01)       $     (0.05)
                                                 ===========        ===========
     Loss per share, as restated                 $     (0.03)       $     (0.10)
                                                 ===========        ===========

     For the three and nine month periods ended September 30, 2002 the financial
     statements   have  been   restated  to  correct  the   capitalization   and
     amortization  of  internally   developed  software.   The  corrections  are
     summarized as follows:

                                                Three Months         Nine Months
                                                ------------         -----------
                                                     Ended September 30, 2002
                                                --------------------------------
     Loss as reported                           $(1,105,367)        $(2,300,299)
     Software expensed                             (173,140)           (178,427)
     Reversal of amortization                        29,525              88,574
                                                -----------         -----------

     Loss as restated                           $(1,248,982)        $(2,390,152)
                                                ===========         ===========

     Loss per share, as reported                $     (0.11)        $     (0.22)
                                                ===========         ===========
     Loss per share, as restated                $     (0.12)        $     (0.24)
                                                ===========         ===========

NOTE 2 CONVERTIBLE NOTES PAYABLE

     During the nine months  ended  September  30,  2003,  the Company  received
     $187,500 from the sale of convertible debentures to various investors.  The
     debentures bear interest at 10% per year and accrued but unpaid interest is
     waived upon  conversion.  The 2003  debentures are convertible at $0.05 per
     share for  $182,500 and $0.02 per share for $5,000 and are due in one year.
     As a result  of the  conversion  provision,  the  Company  has  recorded  a
     beneficial  conversion  feature of $173,660,  which is being amortized over
     the term of the notes.  A total of  $165,660 of the  beneficial  conversion
     feature has been charged to expense through September 30, 2003.

     During the nine month period  ended  September  30,  2003,  an aggregate of
     $227,500 of debentures was converted into 4,700,000 shares of common stock.

                                       10
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 3 STOCKHOLDERS' EQUITY

     During the nine months ended September 30, 2003 the Company:

     *    Issued  4,700,000 shares of common stock in conversion of an aggregate
          of $227,500 of debentures
     *    Issued  25,184,500  shares of common stock,  valued at $2,438,391,  in
          payment of services.
     *    Issued 2,994,258 shares of common stock for cash proceeds of $195,000.
          These shares were issued  pursuant to the exercise of options  granted
          in connection with services provided. The options were recorded in the
          financial  statements at a fair value of $291,587 and expensed  during
          the third quarter of 2003, when they were issued.
     *    Agreed to issue 1,850,000  shares of common stock for cash proceeds of
          $148,000.  These shares were issued and the funds received  during the
          first week of October.
     *    Agreed to issue 1,737,500 shares of common stock,  valued at $225,876,
          as payment  for  services.  These  shares were  issued  subsequent  to
          September 30.

NOTE 4 ACQUISITION

     In February, 2003 the Company acquired the operations of TransMex USA for a
     cash payment of $75,000.  This amount has been  allocated  to goodwill.  At
     September 30, 2003 there is a remaining  balance payable on the purchase of
     approximately $18,000.

NOTE 5 GOING CONCERN

     The  accompanying  condensed  consolidated  financial  statements have been
     prepared on a going concern basis,  which  contemplates  the realization of
     assets and the  settlement of  liabilities  and  commitments  in the normal
     course of business. As reflected in the accompanying condensed consolidated
     financial statements,  the Company has a net loss of $3,538,291, a negative
     cash flow from  operations  of $291,012,  a working  capital  deficiency of
     $1,159,793 and a stockholders'  deficiency of $287,964. These factors raise
     substantial  doubt about its ability to  continue as a going  concern.  The
     ability of the Company to continue as a going  concern is  dependent on the
     Company's  ability  to  raise  additional  funds  through  debt  or  equity
     offerings.  The financial  statements do not include any  adjustments  that
     might be necessary if the Company is unable to continue as a going concern.

     Management's  plans include obtaining  additional  financing for which they
     are currently in active  negotiations  with several  sources and increasing
     revenue through the implementation of its software package.

                                       11
<PAGE>
                            ORDERPRO LOGISTICS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)


NOTE 6 CAPITALIZED SOFTWARE

     During the nine months  ended  September  30, 2003 the Company  capitalized
     $185,954 of internal use computer software costs.

NOTE 7 NON-CASH FINANCIAL ACTIVITIES

     During the nine month period ended September 30, 2003 the Company:

     *    Issued  4,700,000  shares of stock in  conversion  on an  aggregate of
          $227,500 of debentures.
     *    Issued or agreed to issue an aggregate of 26,922,000  shares of stock,
          valued at $2,664,267,  for services. Of this amount,  $84,601 has been
          added to the cost of  internally  developed  software and $227,417 has
          been classified as prepaid expense at September 30.

NOTE 8 SUBSEQUENT EVENTS

     Subsequent to September 30, 2003 the Company:

     *    Sold 2,436,259 shares of common stock for cash proceeds of $252,400.
     *    Issued  200,000 shares of common stock,  valued at $49,500,  for legal
          services.
     *    Issued 1,370,000 shares of common stock upon conversion of $211,000 of
          debentures.
     *    Issued  289,700  shares of common stock in  settlement  of payables of
          $46,352.
     *    Issued  7,608,333  shares of common stock,  valued at  $1,749,917,  as
          employee compensation.

                                       12
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS, LIQUIDITY
        AND FINANCIAL CONDITION.

FORWARD-LOOKING STATEMENTS:

This report  specifies  forward-looking  statements of management of the Company
("forward-looking  statements") including,  without limitation,  forward-looking
statements   regarding  our   expectations,   beliefs,   intentions  and  future
strategies.

Forward-looking  statements are statements that estimate the happening of future
events and are not based on historical facts.  Forward-looking statements may be
identified by the use of forward-looking  terminology,  such as "could",  "may",
"will", "expect", "shall",  "estimate",  "anticipate",  "probable",  "possible",
"should",  "continue",  "intend" or similar terms,  variations of those terms or
the negative of those terms. The  forward-looking  statements  specified in this
report  have  been  compiled  by  management  of the  Company  on the  basis  of
assumptions  made by management  and  considered by management to be reasonable.
Future operating results of the Company,  however, are impossible to predict and
no  representation,   guaranty,  or  warranty  is  to  be  inferred  from  those
forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following  information  represent estimates of future events and are subject
to uncertainty as to possible changes in economic,  legislative,  industry,  and
other  circumstances.  Such factors include,  but are not limited to, changes in
the regulatory  environment,  general conditions in the environmental  industry,
the Company's competitive position,  and economic conditions in the market. As a
result,  the identification and interpretation of data and other information and
their use in developing  and  selecting  assumptions  from and among  reasonable
alternatives  require the exercise of  judgment.  To the extent that the assumed
events do not occur,  the outcome may vary  substantially  from  anticipated  or
projected   results,   and,   accordingly,   no  opinion  is  expressed  on  the
achievability of those forward-looking  statements.  We cannot guaranty that any
of the assumptions  relating to the forward-looking  statements specified in the
following  information  are accurate,  and we assume no obligation to update any
such forward-looking statements.

DESCRIPTION OF BUSINESS:

OrderPro  Logistics,  Inc. is a  customer-oriented  provider of  innovative  and
cost-effective logistics solutions. With expertise in multi-modal transportation
management,  OrderPro Logistics, Inc. provides complete supply chain management,
including   transportation  services,   freight  brokerage,   on-site  logistics
management,   packaging  assessment,   process  improvement  consulting,  claims
management, private fleet management and procurement management.

                                       13
<PAGE>
* LEADING TECHNOLOGY:  OrderPro Logistics, Inc. combines shipping expertise with
web-enabled   proprietary  software  to  bring  profitable   innovation  to  the
transportation  industry.  The technology of OrderPro(TM)  provides "real-time",
national  rate quoting by  carriers/rate/performance/value  criteria to maximize
inbound-outbound  savings,  and complete on-site logistics  management services.
This is  complimented  by detailed  management  reporting  to allow for complete
visibility of all transportation activities nationwide.

*  ACQUISITION  STRATEGY:  OrderPro  Logistics,  Inc. has launched its expansion
initiatives by closing on the acquisitions of transportation  companies that are
currently  operating in markets  strategic to the Company's  growth plan.  These
acquisitions will increase the service  capability and customer base of OrderPro
Logistics,  Inc. Current acquisition candidates,  acquired and in process, total
revenues of approximately $40 million.

* REVENUE  SHARING  AGREEMENTS:  OrderPro  Logistics,  Inc. has  implemented  an
aggressive   third-party   logistics   business   development  plan  focused  on
contracting with manufacturers to provide efficient and cost-effective logistics
management services combined with  revenue-sharing  agreements.  The addition of
small-to-medium  sized logistics  customers will provide an estimated $5 million
in revenue during 2004.

*  RAPID  PAY  PROGRAM:   OrderPro  Logistics,   Inc.  recognizes  the  critical
contribution  of  freight  carriers  to the  success of the  Company.  A primary
objective  is to build and  maintain  carrier  loyalty by  offering  accelerated
payment for services.  Trucking companies  typically provide lower cost services
when receiving rapid payment, thereby enhancing the Company's profit potential.

* CUSTOMER SYNERGIES:  The expanding base of companies and customers of OrderPro
Logistics,   Inc.  will  create   opportunities  not  previously  available  for
efficiencies,  synergies and truckload optimization.  This is core to profitable
revenue growth and deep customer penetration.

OrderPro Logistics, Inc. was created to capture the potential of the Internet in
the   transportation   and  logistics  business  employing  new  and  innovative
processes.  These processes  include features that provide  benefits  throughout
customer  distribution  resulting in reduced costs of operations while providing
real-time  management  reporting  features.  OrderPro  Logistics,  Inc. provides
complete supply chain management,  including  transportation  services,  freight
brokerage,   on-site  logistics  management,   packaging   assessment,   process
improvement  consulting,   claims  management,   private  fleet  management  and
procurement management.

OrderPro  Logistics,  Inc.  will  pursue a  well-planned  business  strategy  to
accelerate  its revenue plan,  increase its asset base,  and achieve its goal of
serving a more diversified customer network.  OrderPro Logistics,  Inc. proposes
to  create  a  successful   consolidated   organization  by  expanding  its  3PL
(Third-Party  Logistics) Program,  by incorporating its value-added  formula, by
utilizing its  internet-based  management  system,  and by offering the inherent
strength of its executives, employees, consultants and corporate alliances.

                                       14
<PAGE>
All the Company  operations are currently  under the direction of Mr. Jeffrey M.
Smuda, President and COO. The positions of Chief Financial Officer,  Director of
Information  Systems,  and Director of Public Relations are directly responsible
to the  President & COO. All finance,  human  resources,  software  development,
website design,  customer service,  and dispatch operations are performed at the
corporate office located in Tucson, Arizona.

All shipments  originating at contracted  3PL sites,  and through normal freight
brokerage  operations,  are coordinated by Tucson dispatch  operations to insure
that optimum  shipping  efficiencies  are maintained.  Logistics  operations are
performed  at the  customer's  location  and  involve  a full  range of  traffic
management functions for the coordination and shipment of freight. Additionally,
consulting  services  are  available  for  a  variety  of  materials  functions,
including packaging design,  procurement methods,  production control, inventory
control, scheduling, and systems design.

The freight brokerage  business includes both call-in and Internet  servicing of
customers by personnel at corporate  headquarters.  On-site logistics  managers,
with support  personnel at corporate  headquarters,  fill  contracted  logistics
customers'  needs.  The use of the Internet and other  electronic  data exchange
mediums enables real-time, seamless integration of both functional areas.

The  corporate  headquarters  is currently  located in the  Northwest  Corporate
Center, 7400 North Oracle Road, Tucson,  Arizona. A new five-year lease is being
negotiated  to  significantly  expand the office space while  disproportionately
decreasing  the  overhead  costs  associated  with the move.  This is a critical
accomplishment  that  will  allow  for  the  necessary  staffing  expansion  and
presentation facilities necessary to execute the Business Plan successfully. The
expense  of  maintaining  internal  operations  will not be  costly.  Additional
personnel and equipment needed to sustain  operational  viability are planned as
part of the  orderly  execution  of the  Company's  Business  Plan.  Current and
additional  logistics  business  handled  on-site for the  customer is centrally
monitored at the Company  headquarters  and managed at the customer  site with a
logistics specialist and minimal on-site equipment.

OrderPro Logistics,  Inc. is pursuing a regionally focused acquisition  strategy
to  accelerate  its  revenue  plan and achieve its goal of serving a broader and
more  diversified  customer  network.  The  Company  proposes to create a highly
viable transportation broker/logistics management company that provides services
by utilizing its Internet and proprietary  software systems. The Company strives
to locate  acquisition and merger candidates that compliment their core business
and are already successfully positioned in target markets with a track record of
serving a viable and assumable customer base.

                                       15
<PAGE>
Great  Plains  Transportation:  In November  of 2002  OrderPro  Logistics,  Inc.
acquired Great Plains  Transportation based in Kansas City, Kansas. Great Plains
Transportation  operates within the Midwest and Northeast regions, where freight
is abundant  regardless of industry  trends.  Revenue growth for FY 2004 will be
driven by driver expansion of new customer penetration,  and load sharing within
the  OrderPro  Logistics  family  of  companies.   Great  Plains  Transportation
currently  serves a customer base with freight volumes that will clearly support
the increased operation and equipment levels.

TransMex Logistics:  During the 3rd quarter of FY2003, OrderPro Logistics,  Inc.
began an aggressive  marketing  campaign to promote the services of their wholly
owned subsidiary,  TransMex Logistics, Inc. Their strategic location in Chicago,
Illinois with offices in Texas and Mexico provides natural  synergies related to
the  Tucson-Mexico  program and the opportunity to expand into the NAFTA market.
Anticipated  revenues  from the  TransMex  Logistics,  Inc.  business  alone are
approximately  $3 million  annually within one year with steady growth from that
point on. TransMex Logistics,  Inc., is in the inter-modal and container storage
business specializing in the important Mexico/USA transportation segment.

The Company's  growth strategy is founded upon the achievement of certain values
including,  but not  limited to, the  generation  of  incremental  sales and the
realization of operational cost savings. Management anticipates that the ability
of the Company to execute its acquisition strategy will result in a consolidated
group of  companies  with annual  revenues  and profit  margins  defined by this
business plan.

CRITICAL ACCOUNTING POLICIES:

The financial  statements include the accounts of OrderPro  Logistics,  Inc. and
its subsidiaries. All material inter-company accounts and transactions have been
eliminated in consolidation.

REVENUE AND EXPENSE RECOGNITION

The Company  recognizes  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 the 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.

PURCHASED AND INTERNALLY DEVELOPED SOFTWARE

The Company is committed to  completion of an Internet  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  Accounts
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 production of internal-use software.

                                       16
<PAGE>
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER  30,2003  COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2002

For the three months ended September 30, 2003 revenue  increased from $0 in 2002
to $471,098 in 2003.  This  increase in revenue is primarily  due to  OrderPro's
resumption of operations in 2003, after their suspension in 2002.

Cost of  sales  increased  from  $1,389  in 2002 to  $423,331  in  2003,  due to
OrderPro's resumption of operations in 2003, after their suspension in 2002.

Total selling general and  administrative  expenses decreased $25,021 or 2% from
$1,239,262 for the period ended  September 30, 2002 to $1,214,241 in 2003.  This
decrease in expenses is  primarily  due to  increases  and  decreases in various
expenses.

Interest  expense  increased from $8,331 for the period ended September 30, 2002
to  $10,086  in the  comparable  period of 2003.  The  Company  also  incurred a
financing cost of $45,328  attributable to the beneficial  conversion feature of
debentures. There was no comparable expense in the prior period.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2003 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2002

For the nine months ended  September 30, 2003 revenue  increased from $38,604 in
2002 to $904,161 in 2003,  an increase of $865,557 or 2,242%.  This  increase in
revenue is primarily due to OrderPro's  resumption of operations in 2003,  after
their suspension in 2002.

Cost of sales increased from $35,146 in 2002 to $822,031 in 2003, an increase of
$786,885,  or 2,239%. The increase is primarily due to OrderPro's  resumption of
operations in 2003, after their suspension in 2002.

Total selling,  general and administrative  expenses increased $1,009,492 or 43%
from  $2,353,350 for the period ended  September 30, 2002 to $3,362,842 in 2003.
This is  primarily  due to recording  $2,487,000  in non-cash  compensation  and
expense in 2003 and $932,000 in non-cash  compensation and expense in 2002. This
increase of $1,555,000 was offset by reductions in other expense areas.

Interest  expense  increased from $40,260 in the period ended September 30, 2002
to $91,919 in the  comparable  period of 2003,  which is due to additional  debt
added  during  2003.  The Company  also  incurred a  financing  cost of $165,660
attributable to the beneficial  conversion  feature of debentures.  There was no
comparable expense in the prior period.

                                       17
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

As  of  September  30,  2003  OrderPro  had  minimal  cash  resources.   Current
liabilities  exceed  current  assets by $1,159,793  at September  30, 2003.  The
Company  has  financed  its  operations  principally  through the  placement  of
convertible  debentures  and the personal  financial  resources  provided by the
founder  and  Chief  Executive  Officer.   Management  is  attempting  to  raise
additional  debt or equity  capital to allow it to expand the  current  level of
operations.  Both  the  public  and  private  sale  of  securities  and/or  debt
instruments  for  expansion of operations  will be considered if such  expansion
would benefit the overall growth and income objectives of the Company.

Additional  funds  needed  to  continue  operations  through  June 30,  2004 are
$800,000. Of this amount approximately $500,000 is expected to 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  $1,500,000.  If the  debenture  holders  elect not to  convert to
common  stock,  the Company  will need an  additional  $350,000.  An infusion of
capital would allow  OrderPro  Logistics,  Inc. to fully  implement its business
plan with the  carriers  and  obtain  all of the  pricing  benefits  that  would
accompany its Rapid Pay Program.  The earlier that this program can be achieved,
the better the prospects for achieving profitability.

The Company'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.  A key operational  need is to pay the carriers for their services on a
basis that is  superior  to payment  terms  received  from  other  shippers  and
brokers.  When payment to the carriers is made quickly,  the Company will have a
greater number of carriers available to haul freight.  The relationship  between
increased revenue,  increased  receivables,  and increased capital is direct and
impacted  by delayed  customer  payments.  As revenue  increases,  the amount of
capital  needed to fund the "Rapid Pay" program will  increase.  The Company has
funded its operations  primarily through the sale of convertible  debentures and
common stock, and through the use of common stock to pay certain expenses.

The following is a summary of OrderPro's cash flows from  operating,  investing,
and financing activities during the periods indicated:

                                                  Period ended September 30,
                                                   2003                 2002
                                              -----------           -----------
     Operating activities                     $  (291,012)          $(1,403,550)
     Investing activities                        (186,994)             (177,342)
     Financing activities                         478,349             1,575,318
                                              -----------           -----------

     Net effect on cash                       $       343           $    (5,574)
                                              ===========           ===========

                                       18
<PAGE>
For the period ended September 30, 2003, the operating  activities net change is
due primarily to a loss for the nine months of $3.5 million, partially offset by
non-cash items of depreciation and amortization of $94,000 and non-cash expenses
of $2.8  million,  and an increase in accounts  payable and accrued  expenses of
$394,000.  The net change in investing  activities  is  primarily  the result of
additional software development costs. The net change in financing activities is
primarily from the issuance of debt and sale of common stock.

For the period ended September 30, 2002, the operating  activities net change is
due primarily to a loss for the nine months of $2.4 million, partially offset by
non-cash items of depreciation and amortization of $68,000 and non-cash expenses
of $932,000.  The net change in investing  activities is primarily the result of
the  additional  software   development  costs.  The  net  change  in  financing
activities is primarily the issuance of debt in the amount of $1.5 million.

ITEM 3: CONTROLS AND PROCEDURES

Our Chief  Executive  Officer and  Principal  Accounting  Officer  conducted  an
evaluation of the effectiveness of our disclosure controls and procedures. Based
on this evaluation, our Chief Executive Officer and Principal Accounting Officer
concluded  that our  disclosure  controls and  procedures  were  effective as of
September 30, 2003 in alerting them in a timely  manner to material  information
required  to be  included  in our SEC  reports.  In  addition,  no change in our
internal  control over financial  reporting  occurred  during the fiscal quarter
ended September 30, 2003 that has materially  affected,  or is reasonably likely
to materially affect, our internal control over financial reporting.

                                       19
<PAGE>
                             PART II. OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 2: CHANGE IN SECURITIES AND USE OF PROCEEDS

On February 07, 2003, the Board of Directors of OrderPro Logistics, Inc. adopted
a resolution  to amend the original  Articles of  Incorporation.  Article IV was
amended to read as follows:  The  corporation  shall have  authority to issue an
aggregate of One Hundred Million  (100,000,000) Common Capital Shares at $0.0001
par value per share.  Each issued and outstanding share of Common Capital Shares
will  entitle the holder  thereof to one (1) vote on any matter  submitted  to a
vote of or for consent of the shareholders. The corporation shall have authority
to issue an aggregate of Five Million (5,000,000)  Preferred  non-voting shares.
The Preferred  non-voting  shares will have a par value of $0.0001 per share. No
preferred shares have been issued as of September 30, 2003.

During the nine months ended September 30, 2003 the Company:

     *    Issued  4,700,000 shares of common stock in conversion of an aggregate
          of $227,500 of debentures
     *    Issued  25,184,500  shares of common stock,  valued at $2,438,391,  in
          payment of services.
     *    Issued 2,994,258 shares of common stock for cash proceeds of $195,000.
          These shares were issued  pursuant to the exercise of options  granted
          in connection with services provided. The options were recorded in the
          financial  statements at a fair value of $291,587 and expensed  during
          the third quarter of 2003, when they were issued.
     *    Agreed to issue 1,850,000  shares of common stock for cash proceeds of
          $148,000.  These shares were issued and the funds received  during the
          first week of October.
     *    Agreed to issue 1,737,500 shares of common stock,  valued at $225,876,
          as payment  for  services.  These  shares were  issued  subsequent  to
          September 30.

ITEM 3: DEFAULT UPON SENIOR SECURITIES

None

                                       20
<PAGE>
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

On February 07, 2003, the Board of Directors of OrderPro Logistics, Inc. adopted
a resolution  to amend the original  Articles of  Incorporation.  Article IV was
amended to read as follows:  The  corporation  shall have  authority to issue an
aggregate of One Hundred Million  (100,000,000) Common Capital Shares at $0.0001
par value per share.  Each issued and outstanding share of Common Capital Shares
will  entitle the holder  thereof to one (1) vote on any matter  submitted  to a
vote of or for consent of the shareholders. The corporation shall have authority
to issue an aggregate of Five Million (5,000,000)  Preferred  non-voting shares.
The Preferred non-voting shares will have a par value of $0.0001 per share.

The number of shares of the  corporation  outstanding and entitled to vote on an
amendment to the Articles of Incorporation  was 33,778,072 at June 30, 2003; the
said change and  amendment  was  consented to and approved by a majority vote of
the stockholders  holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

ITEM 5: OTHER INFORMATION

              None

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

       31.1   Certification of Chief Executive Officer Pursuant to Rules 13a-14
              and 15d-14 as Adopted Pursuant To Section 302 of the
              Sarbanes-Oxley Act of 2002

       31.2   Certification of Chief Financial Officer Pursuant to Rules 13a-14
              and 15d-14 as Adopted Pursuant To Section 302 of the
              Sarbanes-Oxley Act Of 2002

       32     Certificate of Chief Executive Officer and Chief Financial Officer
              Pursuant to 18 U.S.C. Section 1350 As Adopted Pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

       A report on Form 8-K was filed on September 8, 2003 to report a change in
       the registrants independent accountant.

                                       21
<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                      OrderPro Logistics, Inc.
                                            (Registrant)



December 30, 2003                     By: /s/ Richard L. Windorski
-----------------                        ------------------------------------
                                         Richard L. Windorski
                                         Director and Chief Executive Officer




December 30, 2003                     By: /s/ Patricia L. Green
-----------------                        ------------------------------------
                                         Patricia Green
                                         Director and Chief Financial Officer

                                       22