<PAGE>

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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended March 31, 2004

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

                 For the transition period from_____ to _______

                        COMMISSION FILE NUMBER 000-30857

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date: May 26, 2004, 116,025,410 shares of
common stock, $.0001 par value.

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



<PAGE>

                            ORDERPRO LOGISTICS, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                              Page

Item 1.   Financial Statements

            Condensed Consolidated Balance Sheets as of March 31, 2004
            (unaudited) and December 31, 2003

            Condensed Consolidated Statements of Operations for the
            Three Months ended March 31, 2004 and 2003 (unaudited)

            Condensed Consolidated Statements of Cash Flows for the
            Three Months ended March 31, 2004 and 2003 (unaudited)

            Notes to Condensed Consolidated Financial Statements
            (unaudited)

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

Item 3.  Controls and Procedures

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits

Signatures



<PAGE>
<TABLE>
                         ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                          CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                               March 31,     December 31,
                                                                 2004            2003
                                                             -------------   -------------
                                                              (Unaudited)
<S>                                                          <C>             <C>
ASSETS

Current assets:
     Cash and cash equivalents                               $    103,980    $     10,974
     Restricted cash                                               56,921          60,015
     Accounts receivable, net of allowance of $14,208             119,305          92,153
     Prepaid expenses                                               7,492           3,992
     Due from stockholder and former officer                      593,076         217,281
     Other assets                                                   8,148           4,779
                                                             -------------   -------------

Total current assets                                              888,922         389,194

Property and equipment, net                                       321,384         186,993

Goodwill                                                          762,213         762,213

Deposits                                                           13,592          13,592
                                                             -------------   -------------

TOTAL ASSETS                                                 $  1,986,111    $  1,351,992
                                                             =============   =============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current liabilities:
     Cash overdraft                                          $    128,934    $     52,111
     Accounts payable                                             582,269         828,332
     Accrued interest payable                                      47,766          45,030
     Payroll liabilities                                          629,512         570,306
     Notes payable                                                228,080         130,548
     Convertible notes payable                                    109,425         109,425
     Payable for acquisitions                                     176,247         241,247
     Due to stockholder                                             2,621          14,500
     Other liabilities                                              3,458          28,236
                                                             -------------   -------------

Total liabilities                                               1,908,312       2,019,735
                                                             -------------   -------------

Commitments and contingencies

Stockholders' equity (deficiency)
     Preferred stock, Series A Convertible,
       par value $0.0001; 10,000,000 shares
       authorized, 11,000 and no shares issued and
     outstanding, respectively                                          1              --
     Common stock, $0.0001 par value; 250,000,000
       shares authorized, 99,954,566 and 65,071,056
       shares issued and outstanding, respectively                  9,995           6,507
     Common stock to be issued, 11,250,000 and
       3,600,000 shares, respectively                               1,125             360
     Additional paid-in capital                                19,785,477      10,632,816
     Stock to be cancelled                                             --         (34,468)
     Accumulated deficit                                      (16,592,749)    (10,279,291)
     Deferred equity based expense                             (3,126,050)       (993,667)
                                                             -------------   -------------

Total stockholders' equity (deficiency)                            77,799        (667,743)
                                                             -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)      $  1,986,111    $  1,351,992
                                                             =============   =============

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

                                            2
</TABLE>



<PAGE>
<TABLE>
                       ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                     (UNAUDITED)
<CAPTION>

                                                            2004            2003
                                                        -------------   -------------
                                                                        (As Restated)
<S>                                                     <C>             <C>

Net revenues                                            $    987,002    $     55,922

Cost of revenues                                             822,235          77,933
                                                        -------------   -------------

Gross profit (loss)                                          164,767         (22,011)
                                                        -------------   -------------

Operating expenses:
      Compensation and related costs                       5,280,880         249,211
      Professional fees                                      376,312          10,350
      Software expense                                         2,266          29,847
      Other selling, general and administrative              239,513         227,362
                                                        -------------   -------------

Total operating expenses                                   5,898,971         516,770
                                                        -------------   -------------

Loss from operations                                      (5,734,204)       (538,781)
                                                        -------------   -------------

Other (expense)
      Interest                                               (16,446)        (10,546)
      Financing costs                                       (560,808)             --
      Beneficial conversion                                   (2,000)        (67,806)
                                                        -------------   -------------

Total other (expense)                                       (579,254)        (78,352)
                                                        -------------   -------------

Loss before provision for income taxes                    (6,313,458)       (617,133)

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

Net loss                                                $ (6,313,458)   $   (617,133)
                                                        =============   =============

Loss per share, basic and diluted                       $      (0.07)   $      (0.03)
                                                        =============   =============

Weighted average number of common shares outstanding,
      basic and diluted                                   85,305,808      19,548,167
                                                        =============   =============

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

                                          3
</TABLE>



<PAGE>
                    ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                  (UNAUDITED)

                                                        2004            2003
                                                     ------------   ------------
                                                                   (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $(6,313,458)   $  (617,133)
Adjustments to reconcile net loss to net cash
  used in operations:
    Depreciation                                          18,656          2,923
    Equity based expense                               5,584,001        317,556
    Non-cash financing expense                           236,000             --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Restricted cash                                          3,094             --
  Accounts receivable                                    (27,153)       (26,342)
  Prepaid expenses                                        (3,500)            --
  Other                                                   (3,369)        14,226
Increase (decrease) in:
  Accounts payable and accrued expenses                 (208,898)        42,471
                                                     ------------   ------------

Net cash used in operating activities                   (714,627)      (266,299)
                                                     ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions                               (65,000)            --
Property and equipment acquired                          (42,485)            --
                                                     ------------   ------------

Net cash used in investing activities                   (107,485)            --
                                                     ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (payments) on cash overdraft                     76,823         41,703
Proceeds from notes payable                              864,000        182,500
Repayments of notes payable                              (13,031)            --
(Repayments to) advances from stockholder
  and former officer, net                               (375,795)        41,779
Advances to stockholders                                 (11,879)            --
Stock issued for cash                                    375,000             --
                                                     ------------   ------------

Net cash provided by financing activities                915,118        265,982
                                                     ------------   ------------

Net increase in cash                                      93,006           (317)

Cash, beginning of year                                   10,974            317
                                                     ------------   ------------

Cash, end of period                                  $   103,980    $        --
                                                     ============   ============

Cash paid for:
  Interest                                           $    13,710    $       570
  Income taxes                                                --             --

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

                                       4



<PAGE>

                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2004 AND 2003
                                   (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS:

DESCRIPTION OF BUSINESS

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

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES

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

REVENUE RECOGNITION

The Company recognizes revenue when the freight is tendered to the carrier at
origin and simultaneously 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. For
installation services, the Company recognizes revenue when the installation is
complete.

                                       5



<PAGE>

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has adopted the Financial Accounting Standards Board ("FASB"),
Statement of Financial Accounting Standards ("SFAS") No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS. Under the provisions of SFAS No. 142, the Company tests
goodwill for impairment on an annual basis or sooner if circumstances change
or a significant event occurs. The Company has elected to perform
its annual impairment review during the fourth quarter each year following the
year of acquisition.

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. The Company values shares issued in consideration of
services at fair value. Options or warrants issued to non-employees and
consultants are recorded using the fair value method, based on the Black-Scholes
option-pricing model. During the three month period ended March 31, 2004, the
Company has recorded an expense of $190,000, representing the intrinsic value of
options granted to an employee on the date of grant. This amount approximated
fair value as determined by the provisions of SFAS 123; therefore net loss for
2004 and loss per share would be unchanged.

NET LOSS PER COMMON SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic (loss) or
earnings per share ("Basic EPS") and diluted (loss) or earnings per share
("Diluted EPS"). The computation of basic loss per share is computed by dividing
loss available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share gives effect
to all dilutive potential common shares outstanding during the period. The
computation of diluted EPS does not assume conversion, exercise or contingent
exercise of securities that would have an anti-dilutive effect on earnings. At
March 31, 2004 the Company had 10,143,947 potentially dilutive securities
outstanding, with 4,832,083 outstanding at March 31, 2003.

2. RESTATEMENT.

The accompanying March 31, 2003 condensed consolidated financial statements have
been restated to reclassify and expense the erroneous capitalization of
internally developed software and to reverse the related amortization, to
correct the valuation and presentation of stock issued for services, to record a
beneficial conversion feature related to convertible debentures, and to remove
customer lists and internally developed software received from the Company's
then CEO and majority stockholder and the related liability.

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

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

The net result on operations of the restatement for March 31, 2003 was to
increase the net loss by approximately $171,000. Loss per share remained
unchanged at $(0.03).

                                       6



<PAGE>

3. ACQUISITIONS:

During the year ended December 31, 2003, the Company made the following
acquisitions:

     o    On February 21, 2003, the Company acquired certain assets of TransMex
          USA, Inc. The purchase price was $75,000 in cash. The Company also
          assumed a liability of $30,000. There is a balance due to the seller
          of $75,000 at March 31, 2004 and December 31, 2003 and this amount is
          currently in default.

     o    On October 1, 2003, the Company acquired certain assets of All
          American Assemblies, Inc. The purchase price was $225,000 in cash.
          There is a balance due to the seller of $101,247 and $136,247 at March
          31, 2004 and December 31, 2003, respectively, and this amount is
          currently in default.

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

All of the above acquisitions have been accounted for as purchases. The purchase
price and allocation of purchase price for the above acquisitions are as
follows:

                                        All American
                           TransMex      Assemblies     JBP Express
                          ----------    ------------    -----------
Purchase price            $  105,000    $    225,000    $   437,910
                          ==========    ============    ===========

Current assets            $       --    $         --    $   107,669
Property and equipment            --          65,000         82,200
Current liabilities               --              --       (249,171)
Goodwill                     105,000         160,000        497,212
                          ----------    ------------    ------------

Total                     $  105,000    $    225,000    $   437,910
                          ==========    ============    ===========

The following table represents unaudited pro forma results of operations for the
three month period ended March 31, 2003, including the operations of the 2003
acquisitions, as if the acquisitions were owned for the entire period shown.

                                            2003
                                            ----
         Revenue                         $ 729,852
         Net loss                         (574,522)
         Loss per share                      (0.03)

4. STOCKHOLDERS' EQUITY (DEFICIENCY)

Preferred Stock:

The Company has 10,000,000 shares of Preferred Stock, $0.0001 par value,
authorized for issuance. During the period ended March 31, 2004, the Company
issued 11,000 shares of Series A Convertible preferred stock in settlement of
notes payable aggregating $1,100,000.

Common Stock:

                                       7



<PAGE>

During the three months ended March 31, 2004, the Company had the following
common stock transactions:

     o    21,750,000 shares of common stock were issued for services.
          Additionally, 11,250,000 shares of common stock were committed to be
          issued for services, and were issued in April 2004. The aggregate
          value of these 33,000,000 shares was $5,963,750, of which $2,137,883
          was deferred at March 31, 2004.
     o    3,750,000 shares of common stock were issued upon exercise of stock
          options, for cash proceeds of $375,000.
     o    4,975,000 shares of common stock were issued upon exercise of stock
          options, in consideration of services valued at $582,500 of which
          $277,500 was deferred at March 31, 2004.
     o    1,000,000 shares of common stock were issued to Richard Windorski upon
          exercise of stock options. No cash was paid upon exercise.
     o    191,490 shares of common stock, valued at $34,468, were cancelled in
          connection with the settlement of a payable.
     o    3,600,000 shares of common stock, shown as to be issued at December
          31, 2003, were physically issued.

During the three months ended March 31, 2003, the Company had the following
common stock transactions:

     o    2,136,000 shares of common stock were issued upon conversion of
          $106,800 of the Company's 10% convertible debentures.
     o    2,550,000 shares of common stock, valued at $241,500, were issued for
          services.

5. STOCK OPTION PLAN

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

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

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

                                       8



<PAGE>

The Company has issued 19,595,833 shares of unrestricted common stock pursuant
to the 2004 Plan, which exceeds the amount registered with the SEC. This
includes 4,620,833 shares issued subsequent to March 31, 2004. This distribution
of unregistered shares is in addition to the shares previously described. The
issuance of the additional shares not covered by the 2004 Plan or SEC
Registration Statement constitutes another violation of Section 5 of the 1933
Act, which essentially requires registration of shares prior to their sale. The
additional shares are presumed to have been disposed of in the public trading
market, so the precise share certificates issued would not be available for
recission. The Company is considering various corrective measures. These
measures include seeking to register the additional shares issued with the SEC.
however, given the circumstances, there can be no assurance that the SEC would
declare a registration statement effective. In addition, the SEC has the power
to bring administrative cease and desist proceedings or to file an action in
Federal court seeking to take remedial or punitive action against the Company
and other persons responsible for this violation. Potential remedies include a
cease and desist order, injunctive relief, disgorgement, or could involve the
imposition of civil monetary penalties. The precise effect of the above
unauthorized issuance of shares on the condensed consolidated financial
statements is unknown, but could be material.

6. NOTES PAYABLE

During January 2004 the Company issued an aggregate of $1,100,000 of 5%
promissory notes, due February 9, 2004. Net proceeds from the notes were
$864,000, after payment of financing costs and professional fees. The Company
settled these notes in full in March 2004 through the issuance of an aggregate
of 11,000 shares of Series A convertible preferred stock. The preferred stock is
convertible into shares of common stock at a rate of 88% of market price. Due to
the beneficial conversion feature of the preferred stock, the Company has
recorded a financing expense of $155,049. The Company also issued three warrants
to purchase an aggregate of 1,500,000 shares of stock at an exercise price of
$0.30 per share. The company has recorded an additional financing expense of
$169,759 related to these warrants.

7. NON-CASH INVESTING AND FINANCING ACTIVITIES

During the three months ended March 31, 2004, the Company had the following
non-cash investing and financing activities:

     o    21,750,000 shares of common stock were issued for services.
          Additionally, 11,250,000 shares of common stock were committed to be
          issued for services, and were issued in April 2004. The aggregate
          value of these 33,000,000 shares was $5,963,750.

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

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

     o    Recorded a beneficial conversion expense of $155,049 related to the
          issuance of convertible preferred stock.

     o    Recorded an expense of $169,759 related to warrants to purchase
          1,500,000 shares of common stock.

     o    Recorded an expense of $845,326 related to options issued to employees
          and non-employees.

During the three months ended March 31, 2003, the Company had the following
non-cash investing and financing activities:

     o    Issued 2,136,000 shares of common stock in conversion of an aggregate
          of $106,800 of debentures o Issued 2,550,000 shares of common stock,
          valued at $241,500, in payment of services.

                                       9



<PAGE>

8. RELATED PARTY TRANSACTIONS

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

Additionally, during the three months ended March 31, 2004, the Company entered
into a promissory note with a third party (see Note 6). Upon receipt of funds
from this note, Mr. Windorski caused the Company to transfer $500,000 to the
above mentioned personal account, ostensibly to repay amounts owed to him for
alleged advances, loans and unpaid (although unaccrued) compensation. This
transfer exceeded any balance due to Mr. Windorski that had been previously
recorded in the consolidated financial statements. This transfer may potentially
be in violation of the Sarbanes-Oxley Act and other applicable laws. The Company
requested repayment of the funds and Mr. Windorski has been transferring funds
back to the Company; however only $217,000 has been repaid. In connection with
the promissory notes, the Company entered into an agreement to purchase
2,800,000 shares of common stock for $364,000 from Richard Windorski. Mr.
Windorski indicated that these shares had been pledged as collateral for the
promissory notes described above. The Company has requested that legal counsel
review the appropriateness of this agreement.

During the three month period ended March 31, 2004, Mr. Richard Windorski,
former CEO and a major stockholder, was employed pursuant to a two year
employment agreement effective May 25, 2002. The agreement called for a base
salary of not less than $195,000, subject to review for salary increases on an
annual basis. The agreement also provided for the grant of 500,000 stock
purchase options to be executed after six months. During the three months ended
March 31, 2004, Mr. Windorski (or OP Logistics, LP, a company owned by Mr.
Windorski) was issued 8,000,000 shares of common stock, with a fair value at the
date of issuance of $1,480,000. Additionally, Mr. Windorski was issued 1,000,000
shares of common stock pursuant to stock options. These shares had a fair value
of $190,000 on the date of issuance. The Company is unable to determine the
consideration received upon the exercise of the options. Assuming that no
consideration was received, the cashless exercise price is less than the fair
market value per share on the date of grant. The option plan pursuant to which
the options were granted states that the option price for any option granted to
a more than 10% shareholder shall not be less than 110% of the fair market value
per share on the date of grant. The effect on the consolidated financial
statements of this departure from the provisions of the 2004 Plan is unknown.

During the three month period ended March 31, 2003, Mr. Richard Windorski (or OP
Logistics, LP, a company owned by Mr. Windorski) was issued 2,550,000 shares of
common stock, with a fair value at the date of issuance of $255,500 (1,300,000
of which were to be issued as of November 2002, with a value of $143,000,
recognized in 2002). Additionally, subsequent to March 31, 2003, Mr. Windorski
was granted options to purchase 1,500,000 shares of common stock at an exercise
price of $0.08, which was less than the fair market value per share on the date
of grant. The option plan pursuant to which the options were granted states that
the option price for any option granted to a more than 10% shareholder shall not
be less than 110% of the fair market value per share on the date of grant. The
effect on the consolidated financial statements of this departure from the
provisions of the 2003 Plan is unknown.

9. COMMITMENTS AND CONTINGENCIES

In January 2004 the Company issued two promissory notes to third parties to
borrow an aggregate principal amount of $1,100,000. Upon receipt of funds from
these notes, the former CEO caused the Company to transfer $500,000 to his
personal account described in Note 8. The notes were settled in full through the
issuance of 11,000 shares of preferred stock. Pursuant to the terms of the
issuance of the preferred stock, no funds received by the Company were to be
used to pay down officer debt. Counsel of the Company is reviewing the
agreements and amendments to ascertain if this transfer constituted an event of
default. The Company has received information from a representative of the third
parties that the transfer of funds is a violation of the terms of the agreement.
The effect on the consolidated financial statements is unknown.

                                       10



<PAGE>

CONCENTRATIONS

For the three month period ended March 31, 2004, the Company had one customer
which accounted for approximately 11% of net revenue. For the three month period
ended March 31, 2003, the Company had one customer which accounted for
approximately 54% of net revenue.


RECEIVABLES SOLD WITH RECOURSE

The Company's subsidiary, JBP Express, Inc., sells substantially all of its
accounts receivable to a bank. The agreement provides that the bank may require
the Company to repurchase any receivable if any minimum payment due on such
receivable remains unpaid following 120 days after its invoice date. The bank
retains a portion of the purchase price of the receivables as a reserve for the
satisfaction of the repurchase obligation. The bank holds a security interest in
substantially all of the assets of JBP Express, Inc., as well as the personal
guarantees of the former owners of JBP Express, Inc. At March 31, 2004 the
Company was contingently liable for the repurchase of $363,439 of accounts
receivable. The reserve account had a balance of $56,921 at March 31, 2004,
which is shown as restricted cash on the accompanying balance sheet.

Accounts receivable are comprised of the following at March 31, 2004:

          Receivables sold                   $  363,438
          Proceeds receive                     (363,438)
                                             -----------
                                                     --
          Other accounts receivable, net        119,305
                                             -----------
                                             $  119,305
                                             ===========

10. 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 $6,313,458, a negative cash flow from operations of
$714,627 and a working capital deficiency of $1,019,391. 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 and become profitable. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

Management's plans include obtaining additional financing for which they are
currently in active negotiations with several financing institutions and
increasing sales through additional acquisitions.

11. SUBSEQUENT EVENTS

Subsequent to March 31,2004, the Company:

     o    Issued 4,620,833 shares of unrestricted shares of common stock for
          services and exercises of stock options, pursuant to the S-8
          Registration Statements described in Note 5. The amount of shares
          issued is in excess of the total amount registered.

     o    Issued 200,000 shares of restricted common stock in conversion of a
          debenture in the amount of $10,000.

     o    In May 2004, Richard Windorski resigned as Chief Executive Officer and
          Chairman of the Board of Directors. His successor is Jeffrey Smuda,
          former Chief Operating Officer.

     o    Amended its Articles of Incorporation to increase its authorized
          shares to 250,000,000 shares of common stock and 10,000,000 shares of
          preferred stock.

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

COMPANY OVERVIEW

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

                                       11



<PAGE>

*    LEADING TECHNOLOGY: OrderPro currently combines shipping expertise with
     web-enabled proprietary software to bring profitable innovation to the
     transportation brokerage industry. The technology of OrderPro 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 brokerage
     activities nationwide. Future developments will expand this technology base
     to compliment all methods and modes of transportation...driving to a fully
     integrated Supply Chain Management product offering.

*    ACQUISITION STRATEGY: OrderPro 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.

*    REVENUE SHARING AGREEMENTS: OrderPro has developed an aggressive
     third-party logistics business plan, focused on contracting with
     manufacturers to provide efficient and cost-effective logistics management
     services. The addition of small-to-medium sized logistics customers could
     provide an estimated $5 million in revenue during the next 12-18 months.
     Completing the architecture on the technology expansion in addition to
     hiring key staffing will open the company to these opportunities in the
     market.

*    RAPID PAY PROGRAM: OrderPro 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 will create opportunities not previously available for
     efficiencies, synergies and truckload optimization. This is core to
     profitable revenue growth and deep customer penetration.

OrderPro 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 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 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 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.

All the Company operations are currently under the direction of Mr. Jeffrey M.
Smuda, President and CEO. The positions of Chief Financial Officer, Director of
Information Systems, and Director of Public Relations are directly responsible
to the President & CEO. 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.

                                       12



<PAGE>

The corporate headquarters is currently located in the Northwest Corporate
Center, 7400 North Oracle Road, Tucson, Arizona. A new five-year lease has been
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 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.

RESULTS OF OPERATIONS

OPERATING RESULTS 2004 COMPARED TO 2003

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

For the three months ended March 31, 2004, revenue was $987,002, cost of revenue
was $822,235 and gross profit was $164,767, or 17% of revenue.

Operating expenses for the 2004 period totaled $6,134,971. Compensation and
related costs were $5,280,880. Of that amount, $4,130,867 was paid through the
issuance of common stock. An additional amount of $845,326 is attributable to
the fair value of stock options issued. Significant other operating expenses
include professional fees of $376,312, rent of $29,698, insurance of $21,840,
telephone of $24,562 and factoring and bank fees of $32,736.

For 2004 other expenses include interest expense of $16,446, financing costs of
$560,808 (which include non-cash charges of $324,808 related to the beneficial
conversion feature of the Company's preferred stock and warrants issued in the
settlement of notes payable) and a non-cash charge for a beneficial conversion
feature of the Company's convertible debentures of $2,000.

For the 2003 period, revenue was $55,922, cost of revenue was $77,933 and gross
loss was $22,011. The revenue resulted from the acquisition of the TransMex
operations in late February.

Operating expenses for 2003 totaled $516,770. Compensation and related costs
were $249,211. Of that amount, $241,500 was paid through the issuance of common
stock. The Company incurred costs of $29,847 which were related to the continued
development of software. Costs related to the software have been expensed as
incurred. Other operating expenses include professional fees of $10, 350,
business development costs of $135,142 and rent of $21,346.

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

                                       13



<PAGE>

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

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

The net result on operations of the restatement for 2003 is to increase net loss
by approximately $171,000. Loss per share remains $(0.03).

LIQUIDITY AND CAPITAL RESOURCES

Cash used for operating activities was approximately $715,000 in 2004 as
compared to approximately $266,000 in 2003. The use of cash in 2004 is the
result of a net loss of approximately $6,313,000, partially offset by non-cash
charges of approximately $5,839,000, and a net change in operating assets and
liabilities of approximately $241,000. For 2003, a loss of approximately
$617,000 was partially offset by non-cash charges of approximately $320,000 and
a net increase in operating assets and liabilities of approximately $31,000.

Cash used in investing activities for property and equipment and
acquisitions was approximately $107,000 in 2004, with no
use of cash in 2003.

Cash generated by financing activities was approximately $915,000 in 2004, as
compared to approximately $266,000 in 2003. During 2004, the Company received
$864,000 from the issuance of promissory notes, $375,000 from the sale of common
stock (including the exercise of options) and approximately $77,000 from cash
overdrafts in bank accounts. The Company repaid notes payable in the amount of
approximately $13,000 and had net transfers of cash to related parties of
approximately $388,000. During 2003, the Company received approximately $182,000
from the sale of debentures, net transfers of cash from related parties of
approximately $42,000, and approximately $42,000 from cash overdraftsin bank
accounts.

At March 31, 2004 the Company had cash of approximately $104,000, which is
offset by overdrafts of approximately $129,000. The Company expects that it will
need to obtain additional debt and equity financing to maintain operations in
2004.

OrderPro had a net working capital deficit at March 31, 2004. The company is
attempting to raise additional debt or equity capital to allow it to expand the
current level of operations.

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As
reflected in the accompanying condensed consolidated financial statements, the
Company has a net loss of $6,313,458, a negative cash flow from operations of
$714,627 and a working capital deficiency of $1,019,391. 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 and become profitable. The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.


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

To date, OrderPro has financed its operations principally through the founder's
investment, the placement of convertible debentures and the sale of common
stock. We will consider both the public and private sale of securities and or
debt instruments for expansion of operations if such expansion would benefit the
overall growth and income objectives of the Company. Should sales growth not
materialize, OrderPro may look to these public and private sources of financing.
We do not know whether we can obtain sufficient capital on acceptable terms, if
at all. Under such conditions, failure to obtain such capital likely would
affect adversely the company's ability to continue as a going concern, or at a
minimum negatively impact the company's ability to timely meet its business
objectives.

                                       14



<PAGE>

Any additional equity financing may be dilutive to shareholders and such
additional equity securities may have rights, preferences or privileges that are
senior to those of our existing common stock. Furthermore, debt financing, if
available, will require payment of interest and may involve restrictive
covenants that could impose limitations on our operating flexibility. Failure to
obtain capital likely would adversely affect the company's ability to continue
as a going concern or negatively impact the company's ability to meet its
business objectives.

ITEM 3. CONTROLS AND PROCEDURES

OrderPro's Chief Executive Officer conducted an evaluation of the effectiveness
of our disclosure controls and procedures. Based on this evaluation, our Chief
Executive Officer concluded that our disclosure controls and procedures were
effective as of March 31, 2004 in alerting him 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 March 31, 2004 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

PART 2: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is subject to a variety of litigation and claims relating to past
due payments for goods and services. The Company is in the process of
negotiating settlement arrangements for these items, and the estimated
settlement amounts are recorded on the books in accounts payable.

The Company was in litigation with a third party, which claimed unpaid freight
bills with a potential total liability of $250,000. This suit was settled on
January 22, 2004 for $152,000.


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

During the three months ended March 31, 2004 the Company had the following
equity transactions:

     o    11,000 shares of convertible preferred stock were issued in settlement
          of notes payable aggregating $1,100,000. In connection with this
          settlement, OrderPro also issued warrants to purchase an aggregate of
          1,500,000 shares of common stock.

     o    21,750,000 shares of common stock were issued for services.
          Additionally, 11,250,000 shares of common stock were committed to be
          issued for services, and were issued in April 2004. The aggregate
          value of these 33,000,000 shares was $5,963,750.

     o    3,750,000 shares of common stock were issued upon exercise of stock
          options, for cash proceeds of $375,000.

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

     o    1,000,000 shares of common stock were issued to Richard Windorski upon
          exercise of stock options. No cash was paid upon exercise.

     o    191,490 shares of common stock, valued at $34,468, were cancelled in
          connection with the settlement of a payable.

Certain of the above shares were issued pursuant to S-8 Registration Statements.

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

                                       15

<PAGE>

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

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

The Company has issued 19,595,833 shares of unrestricted common stock pursuant
to the 2004 Plan, which exceeds the amount registered with the SEC. This
includes 4,620,833 shares issued subsequent to March 31, 2004. This distribution
of unregistered shares is in addition to the shares previously described. The
issuance of the additional shares not covered by the 2004 Plan or SEC
Registration Statement constitutes another violation of Section 5 of the 1933
Act, which essentially requires registration of shares prior to their sale. The
additional shares are presumed to have been disposed of in the public trading
market, so the precise share certificates issued would not be available for
recission. The Company is considering various corrective measures. These
measures include seeking to register the additional shares issued with the SEC.
however, given the circumstances, there can be no assurance that the SEC would
declare a registration statement effective. In addition, the SEC has the power
to bring administrative cease and desist proceedings or to file an action in
Federal court seeking to take remedial or punitive action against the Company
and other persons responsible for this violation. Potential remedies include a
cease and desist order, injunctive relief, disgorgement, or could involve the
imposition of civil monetary penalties. The precise effect of the above
unauthorized issuance of shares on the consolidated financial statements is
unknown, but could be material.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

At March 31, 2004 there were outstanding $109,425 of convertible debentures
which are past due and in default.


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

Not Applicable

ITEM 5. OTHER INFORMATION.

Not Applicable

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

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

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

     (b) Reports on Form 8-K:

One Current Report on Form 8-K was filed subsequent to December 31, 2003
as follows:

                  Date of Report:   May 18, 2004
                  Items Reported:   5 and 6

                                       16



<PAGE>

                                   SIGNATURES

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

                                             ORDERPRO LOGISTICS, INC.
                                             (Registrant)

Date: June 23, 2004                          By: /s/ Jeffrey M. Smuda
                                                 ---------------------------
                                                 Jeffrey M. Smuda, CEO
                                                 OrderPro Logistics, Inc.

                                       17