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

                                   FORM 10-QSB/A
                                 Amendment No. 1

                                Quarterly Report
        Under Section 13 or 15(d) of The Securities Exchange Act of 1934


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


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


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


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

                                 (520) 575-5745
                           (Issuers Telephone Number)

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

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

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

                                                                          Page
                                                                          ----
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

       Balance Sheet at June 30, 2001.......................................1

       Statement of Operations for the six months and three months
       ended June 30, 2001..................................................2

       Statement of Stockholders' Equity for the six months
       ended June 30, 2001..................................................3

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

       Notes to Financial Statements........................................5

     Item 2 - Management's Discussion and Analysis.........................11

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings.............................................12

     Item 2. Changes in Securities and Use of Proceeds.....................12

     Item 3. Default Upon Senior Securities................................12

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

     Item 5. Other Information.............................................12

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

SIGNATURES.................................................................13
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                            OrderPro Logistics, Inc.
                                  Balance Sheet
                                  June 30, 2001
                                   (unaudited)


                                     ASSETS

Current Assets
  Accounts receivable - trade                                       $   301,049
  Due from officer and director, due within one year                     84,153
                                                                    -----------
        Current Assets                                                  385,202

Property and equipment, net of accumulated depreciation                  19,170
Purchased and internally developed software, net of amortization        257,720
Due from officer and director, due after one year                       168,306
Deposits                                                                150,000
                                                                    -----------
        Total Assets                                                $   980,398
                                                                    ===========

                      LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   541,993
  Accrued liabilities                                                   123,091
  Bank overdraft                                                         53,122
  Notes payable                                                          54,000
  Convertible debentures                                                256,000
                                                                    -----------
        Current Liabilities                                           1,028,206
                                                                    -----------
        Total Liabilities                                             1,028,206

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 4,900,000 shares                          490
  Additional paid in capital                                            398,559
  Accumulated deficit                                                  (446,857)
                                                                    -----------
        Total Stockholders' Equity (Deficit)                            (47,808)
                                                                    -----------
        Total Liabilities and Stockholders' Equity                  $   980,398
                                                                    ===========

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

                                       1
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Operations
             for the six months and three months ended June 30, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                                       Six months           Three months
                                                          ended                 ended
                                                      June 30, 2001         June 30, 2001
                                                      -------------         -------------
<S>                                                    <C>                   <C>
Revenue                                                $   681,137           $   292,291
Freight commissions                                         43,586                43,586
                                                       -----------           -----------
                                                           724,723               335,877


Cost of Revenue:
  Direct cost of revenue                                   439,475               107,043
  Employee costs                                           181,588                73,954
  Rent and occupancy costs                                  20,012                 8,405
  Amortization and depreciation                             24,042                12,087
                                                       -----------           -----------

        Cost of Revenue                                    665,117               201,489
                                                       -----------           -----------

Gross profit (loss)                                         59,606               134,388

Expenses
  Administrative costs                                      85,279                50,921
  Employment costs                                          97,779                41,822
  Rent and occupancy costs                                   6,671                 3,469
  Interest expense                                          27,877                20,615
  Amortization and depreciation                                763                   383
                                                       -----------           -----------

        Total Costs                                        218,369               117,210
                                                       -----------           -----------

Income (Loss) before provision/income tax benefit         (158,763)               17,178

Provision/(benefit) of income taxes                             --                    --
                                                       -----------           -----------

Net Income (Loss)                                      $  (158,763)          $    17,178
                                                       ===========           ===========

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

Weighted average shares outstanding                      4,900,000             4,900,000
                                                       ===========           ===========
</TABLE>

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

                                       2
<PAGE>
                            Order Pro Logistics, Inc.
                        Statement of Stockholders' Equity
                     For the six months ended June 30, 2001
                                   (unaudited)


<TABLE>
<CAPTION>
                                       Common Stock        Additional
                                   -------------------      Paid-in     Retained
                                   Shares       Amount      Capital     Earnings       Total

<S>                              <C>          <C>          <C>         <C>          <C>
Balance at December 31, 2000      4,900,000    $     490    $398,559    $(288,094)   $ 110,955
Net loss                                                                 (158,763)    (158,763)
                                 ----------    ---------    --------    ---------    ---------

Balance at June 30, 2001          4,900,000    $     490    $398,559    $(446,857)   $ (47,808)
                                 ==========    =========    ========    =========    =========
</TABLE>

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

                                       3
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Cash Flows
          for the six months and three three months ended June 30, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                         Six months          Three months
                                                                            ended               ended
                                                                        June 30, 2001       June 30, 2001
                                                                        -------------       -------------
<S>                                                                       <C>                 <C>
Net income (loss) from operations                                         $(158,763)          $  17,178
Adjustments to reconcile net income from operations
 to net cash provided by (from) operating activities:
  Amortization and depreciation                                              24,805              12,470
  Changes in operating assets and liabilities
    (Increase) in accounts receivable                                       (69,786)            (16,940)
    (Increase) in due from officer and employee                             (19,430)            (15,253)
    Decrease in prepaid expenses                                              2,374
    Increase/(decrease) in bank overdraft                                    46,837              (8,003)
    Increase(decrease) in accounts payable                                   26,097            (119,167)
    Increase/(decrease) in accrued liabilities                               74,061              33,798
                                                                          ---------           ---------
          Net cash (used in) operating activities                           (73,805)            (95,917)

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

Cash Flows from Financing Activities
  Proceeds from notes payable                                                 3,647
  Repayment of notes payable                                                (43,740)
  Proceeds from convertible debentures                                      126,000              92,500
                                                                          ---------           ---------
          Net cash provided by financing activities                          82,260              83,039

Net increase in cash and cash equivalents                                        --                  --
                                                                          ---------           ---------

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

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

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

Interest expense                                                          $  27,877           $  22,615
                                                                          =========           =========
Issuance of debentures for software development                           $  80,000           $  80,000
                                                                          =========           =========
</TABLE>

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

                                       4
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


NOTE 1 - THE COMPANY

The  unaudited  financial  statements  included  herein were  prepared  from the
records  of  the  Company  in  accordance  with  generally  accepted  accounting
principles and reflect all adjustments  which are, in the opinion of management,
necessary to provide a fair statement of the results of operations and financial
position for the interim periods. Such financial statements generally conform to
the  presentation  reflected  in  the  Company's  Form  10-KSB  filed  with  the
Securities  and Exchange  Commission  for the year ended  December 31, 2000. The
current interim period  reported  herein should be read in conjunction  with the
Company's Form 10-KSB subject to independent audit at the end of the year.

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

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

MANAGEMENT PLANS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company had limited operations in
2000, had losses of $288,094 for the period from inception  through December 31,
2000,  a loss of $158,763 for the six months ended June 30, 2001 and has limited
working  capital  reserves.  The  Company  expects  to face many  operating  and
industry challenges and will be doing business in a highly competitive industry.

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

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

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

                                       5
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

ACCOUNTS  RECEIVABLE  - The  Company  recognizes  revenue  based on its  revenue
recognition  policy and provides an allowance for doubtful accounts based on the
Company's  evaluation of credit  worthiness  and  collection  prospects for each
client. At June 30, 2001, all amounts are estimated to be collectible.

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

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

IMPAIRMENT  OF  LONG-LIVED  ASSETS - The  Company  accounts  for  impairment  of
long-lived assets in accordance with Statement of Financial Accounting Standards
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of" (SFAS 121").  SFAS 121 requires that long-lived assets
be reviewed for impairment whenever events or changes in circumstances  indicate
that the book value of the asset may not be recoverable.  The Company  evaluates
on each balance sheet date whether  events or  circumstances  have occurred that
indicate a possible impairment. In accordance with SFAS 121, the Company uses an
estimate of the future undiscounted net cash flows of the related asset or asset
group over the remaining life in measuring whether the assets are recoverable.

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

                                       6
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


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

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

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

     Computers                                                      $13,772
     Furniture and equipment                                         11,299
                                                                    -------
                                                                     25,071
     Less: accumulated depreciation                                   5,901
                                                                    -------
                                                                    $19,170
                                                                    =======

Depreciation and amortization  expense for the six months and three months ended
June 30, 2001 was $3,052 and $1,534, respectively.

NOTE 4 - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE

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

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

                                       7
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


NOTE 4 - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE (continued)

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

Purchased and internally developed software consist of the following:

                                                                 For the Six
                                                                 Months Ended
                                                                June 30, 2001
                                                                -------------
     Software                                                      $287,760
                                                                   --------
                                                                    287,780
     Less: accumulated depreciation                                  30,040
                                                                   --------
                                                                   $257,720
                                                                   ========

Amortization  of software  costs for the six months and three months ending June
30, 2001 was $21,753 and $10,935, respectively.

NOTE 5 - NOTES PAYABLE

At December 31, 2000,  the Company has a revolving  loan agreement with a credit
lender under which it can borrow up to 50% percentage of the accounts receivable
outstanding.  The  agreement  was in default at December 31, 2001 as a result of
the slow payment by a major customer.  This line has subsequently  been paid off
by a  replacement  note with a new  lender.  This new note is due and payable in
October, 2001, and is secured by the pledge of the trade accounts receivable.

NOTE 6 - CONVERTIBLE DEBENTURES

In November 2000,  the Company  issued $50,000 of convertible  debentures to two
stockholders of the Company in exchange for operating capital.  In the first six
months of 2001, the Company issued an additional  $206,000 of debentures.  These
debentures  bear  interest  at a rate of 10% per annum  and are due in  November
2001. The debentures are  convertible  into 1 share of common stock per $0.30 of
principal  amount of  debenture.  Interest  expense for the six months and three
months ended June 30, 2001 was $6,069 and $4,713, respectively..

NOTE 7 - INCOME TAXES

At June 30, 2001, the Company has approximately $451,000 of net operating losses
available to offset future income tax liability. There is no certainty as to the
timing of such  recognition  nor that the Company will be able to fully utilized
these amounts. The effect of recognizing the tax effect of this loss resulted in
a deferred income tax asset of approximately $187,000, which was fully offset by
an equal valuation allowance.

                                       8
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


NOTE 7 - INCOME TAXES (continued)

The income tax benefit for the six month period ended June 30, 2001 includes the
following components:

                                                                  For the Six
                                                                 Months Ended
                                                                 June 30, 2001
                                                                 -------------
     Current Income Taxes:
       Federal                                                      $(51,000)
       State                                                         (13,000)
                                                                    --------
                                                                     (64,000)
     Deferred Income Taxes:
       Federal                                                           (80)
       State                                                             (20)
                                                                    --------
                                                                        (100)
     Total Current and deferred income tax benefit                   (64,100)
     Increase in valuation allowance                                  64,100
                                                                    --------
     Benefit (provision) for income taxes                           $      0
                                                                    ========

Income tax expense  differs from amounts  computed by applying the U.S.  Federal
income tax annualized rate of 34% to earnings before income taxes as a result of
the following:

                                                                   For the Six
                                                                  Months Ended
                                                                  June 30, 2001
                                                                  -------------

     Benefit (provision) at Federal statutory rate                  $(55,300)
     State income taxes, net of federal income tax benefit            (8,800)
                                                                    --------
                                                                     (64,100)
     Increase in valuation allowance                                  64,100
                                                                    --------
     Benefit (provision) for income taxes                           $      0
                                                                    ========

The tax effects of temporary  differences that give rise to a deferred tax asset
at December 31, 2000 is the excess of  financial  statement  deduction  over tax
amortization of  organizational  expenses.  The deferred tax asset is $200 to be
recognized for tax purposes over the next 52 months.

                                       9
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)


NOTE 7 - INCOME TAXES (continued)

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

                                                   Expiration          Amount
                                                   ----------          ------

     From December 31, 2000                            2020           $288,000
     From June 30, 2001                                2021            163,000
                                                                      --------
          Total                                                       $451,000
                                                                      ========

NOTE 8 - RELATED PARTY TRANSACTIONS

At June 30, 2001,  the Company has a receivable  from an officer and director of
the  Company in the amount of  $252,459.  Substantially  all of this  amount was
created by the  Company's  decision  to dispose  of  certain  intangible  assets
acquired  from an officer and  director  of the Company and other third  parties
since the inception of the Company.  The amount is being repaid over three years
and bears interest at a rate of 7.0% per annum.

NOTE 9 - LEASE COMMITMENTS

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

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

NOTE 10 - STOCKHOLDERS' EQUITY

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

NOTE 11 - EARNINGS (LOSS) PER SHARE

Basic loss per share is  calculated  by  dividing  the net loss by the  weighted
average common shares  outstanding during the period. The diluted share base for
the period ended June 30, 2001  excludes  the shares  related to the exercise of
the  conversion  right  under the  debentures  of  853,333  shares  due to their
antidilutive effect as a result of the Company's losses for the period.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

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

OVERVIEW

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

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

RESULTS OF OPERATIONS

     The Company had net income of $17,178 for the three  months  ended June 30,
2001 and a loss of  $158,763  for the six  months  ended  June 30,  2001 and has
limited working capital reserves. The Company expects to face many operating and
industry challenges and will be doing business in a highly competitive industry.

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

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

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a net working capital deficit of $643,004 at June 30, 2001.
The Company has a revolving  loan  agreement with a credit lender under which it
can borrow a percentage of the accounts receivable outstanding. The agreement is
in default  as a result of the slow  payment by a major  customer.  The  Company
expects  that this  matter  will be  resolved  without  significant  cost to the
Company.

     The Company is attempting  to raise  additional  debt or equity  capital to
allow it to expand the  current  level of  operations.  During the period  ended
December 31, 2000, the Company raised approximately $50,000, for working capital
through the  issuance  of  convertible  debentures  to two  stockholders  of the
company.  In the first six  months of 2001,  the  Company  issued an  additional
$206,000 of debentures.  Of these issuances  $80,000 was issued for services and
software production for the Company. These debentures bear interest at a rate of

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10% per annum and are due in November 2001. The debentures are convertible  into
1 share of common stock per $0.30 of principal amount of debenture.  The Company
is presently  negotiating with sources for additional equity capital to allow it
to expand the current level of operations.  There can be no assurances  that the
Company will be successful in obtaining such capital.

SEASONALITY

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

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

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

                            PART II OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

     None

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

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         None

     (b) Reports on Form 8-K

         None

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                                 SIGNATURE PAGE

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

                                     OrderPro Logistics, Inc


September 13, 2001                   /s/ Richard L. Windorski
                                     -------------------------------------------
                                     Richard L.Windorski, Director and President


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