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

                                  FORM 10-QSB/A
                                 Amendment No. 2

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

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


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


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

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

                                 (520) 575-5745
                           (Issuers Telephone Number)

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

Number of shares  outstanding of each of the issuer's  classes of common equity,
as of November 10, 2001: 4,900,000

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

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

   Item 1. - Financial Statements (Unaudited)

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

       Statement of Operations for the nine months and three months
       ended September 30, 2001 ...........................................    2

       Statement of Stockholders' Equity for the nine months ended
       September 30, 2001 .................................................    3

       Statement of Cash Flows for the nine months and three months
       ended September 30, 2001 ...........................................    4

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

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

PART II - OTHER INFORMATION

    Item 1. Legal Proceedings .............................................   15
    Item 2. Changes in Securities and Use of Proceeds .....................   15
    Item 3. Default Upon Senior Securities ................................   15
    Item 4. Submission of Matters to a Vote of Security Holders ...........   15
    Item 5. Other Information .............................................   15
    Item 6. Exhibits and Reports on Form 8-K ..............................   15

SIGNATURES ................................................................   16

                                        i
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

                                     ASSETS

Current Assets
  Accounts receivable - trade                                       $   124,375
                                                                    -----------
        Current Assets                                                  124,375

Property and equipment, net of accumulated depreciation                  17,913
Purchased and internally developed software, net of amortization        283,363
Customer lists, net of amortization                                     311,882
Deposits                                                                150,000
                                                                    -----------

        Total Assets                                                $   887,533
                                                                    ===========

                      LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                  $   548,411
  Accrued liabilities                                                   154,308
  Bank overdraft                                                          1,526
  Notes payable                                                          62,000
  Due to Officer                                                         98,143
  Convertible debentures                                                336,000
                                                                    -----------
        Current Liabilities                                           1,200,388
                                                                    -----------
        Total Liabilities                                             1,200,388

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 4,900,000 shares                          490
  Additional paid in capital                                            398,569
  Accumulated deficit                                                  (711,904)
                                                                    -----------
        Total Stockholders' Equity (Deficit)                           (312,855)
                                                                    -----------
        Total Liabilities and Stockholders' Equity                  $   887,533
                                                                    ===========

The accompanying notes are an integral part of these financial state

                                        1
<PAGE>
                            ORDERPRO LOGISTICS, INC.

                            Statements of Operations
     For the nine months and three months ended September 30, 2001 and 2000
                                   (unaudited)

<TABLE>
<CAPTION>
                                                Nine months ended                Three months ended
                                                  September 30,                     September 30,
                                           ---------------------------       ---------------------------
                                               2001            2000              2001            2000
                                           -----------     -----------       -----------     -----------
<S>                                        <C>             <C>               <C>             <C>
Revenue                                    $   684,426     $   468,174       $     3,289     $   468,174
Freight commissions                             50,999                             7,267
                                           -----------     -----------       -----------     -----------
                                               735,425         468,174            10,556         468,174
Cost of Revenue:
  Direct cost of revenue                       580,522         364,299           141,047         364,299
  Employee costs                               213,178          75,732            31,590          75,732
  Rent and occupancy costs                      21,451           9,669             1,772           9,669
  Amortization and depreciation                 74,514           5,064            24,838           5,064
                                           -----------     -----------       -----------     -----------
        Cost of Revenue                        889,665         454,764           199,247         454,764
                                           -----------     -----------       -----------     -----------
        Gross profit (loss)                   (115,789)         13,410          (188,691)         13,410

Expenses
  Administrative costs                          97,723          42,995            12,444          42,995
  Employment costs                             114,788          25,244            17,009          25,244
  Rent and occupancy costs                       7,150           3,223               479           3,223
  Interest expense                              40,219           5,083             7,863           5,083
  Amortization and depreciation                  1,145             414               382             414
                                           -----------     -----------       -----------     -----------
        Total Costs                            261,025          76,959            38,177          76,959
                                           -----------     -----------       -----------     -----------
Income (Loss) before provision/income
 tax benefit                                  (415,265)        (63,549)         (226,868)        (63,549)
Provision/(benefit) of income taxes                 --              --                --              --
                                           -----------     -----------       -----------     -----------
        Net Income (Loss)                  $  (415,265)    $   (63,549)      $  (226,868)    $   (63,549)
                                           ===========     ===========       ===========     ===========

Loss per common share                      $     (0.08)    $     (0.01)      $     (0.05)    $     (0.01)
                                           ===========     ===========       ===========     ===========
Weighted average shares outstanding          4,900,048       4,661,702         4,900,141       4,661,702
                                           ===========     ===========       ===========     ===========
</TABLE>

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

                                        2
<PAGE>
                            ORDER PRO LOGISTICS, INC.
                       Statements of Stockholders' Equity
                  For the nine months ended September 30, 2001
                                   (unaudited)

<TABLE>
<CAPTION>
                                 Common Stock Additional
                                 -------------------------      Paid-in       Retained
                                   Shares         Amount        Capital       Earnings        Total
                                 ----------     ----------     ----------    ----------     ----------
<S>                              <C>           <C>            <C>           <C>            <C>
Balance at May 12, 2000,
 (date of incorporation)          5,040,000     $      504     $  398,545                   $  399,049
Reorganization                     (140,000)           (14)            14
Net Loss                                                                     $  (63,549)       (63,549)
                                 ----------     ----------     ----------    ----------     ----------

Balance at September 30, 2000     4,900,000     $      490     $  398,559    $  (63,549)    $  335,500
                                 ==========     ==========     ==========    ==========     ==========

Balance at December 31, 2000      4,900,000     $      490     $  398,559    $ (296,639)    $  102,410
Net loss                                                                       (415,265)      (415,265)
                                 ----------     ----------     ----------    ----------     ----------

Balance at September 30, 2001     4,900,500     $      490     $  398,659    $ (711,904)    $ (312,855)
                                 ==========     ==========     ==========    ==========     ==========
</TABLE>

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

                                        3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            Statements of Cash Flows
     For the nine months and three months ended September 30, 2001 and 2000
                                   (unaudited)

<TABLE>
<CAPTION>
                                                             Nine months ended             Three months ended
                                                                September 30,                 September 30,
                                                          ------------------------      -----------------------
                                                             2001           2000           2001           2000
                                                          ---------      ---------      ---------      ---------
<S>                                                       <C>            <C>            <C>            <C>
Net income (loss) from operations                         $(415,265)     $ (63,549)     $(226,868)     $ (63,549)
Adjustments to reconcile net income from Operations
 to net cash provided by (from) operating activities:
  Amortization and depreciation                              75,659          5,478         25,220          5,478
Changes in operating assets and liabilities
  Decrease/(Increase) in accounts receivable                106,888       (214,647)       176,674       (214,647)
  Decrease/(Increase) in due from officer and employee        2,933       (152,445)        68,903       (152,445)
  Decrease in prepaid expenses                                2,374             --             --             --
  (Increase in deposits                                          --       (150,000)            --       (150,000)
  Increase/(decrease) in bank overdraft                      (4,759)            --        (51,596)            --
  Increase(decrease) in accounts payable                     32,515        377,331          3,139        377,331
  Increase/(decrease) in accrued liabilities                105,278         16,492         31,217         16,492
                                                          ---------      ---------      ---------      ---------
        Net cash (used in) operating activities             (94,377)      (181,340)        26,689       (181,340)

Cash Flows from Investing Activities
  Acquisition of property, equipment and other
   operating assets                                         (45,244)       (93,106)       (36,789)       (93,106)
                                                          ---------      ---------      ---------      ---------
        Net cash (used in) investing activities             (45,244)       (93,106)       (36,789)       (93,106)

Cash Flows from Financing Activities
  Proceeds from notes payable                                62,000             --          8,000             --
  Repayment of notes payable                                (97,740)            --             --             --
  Proceeds from due to officers                              49,361                         2,100
  Proceeds from convertible debentures                      126,000             --             --             --
  Proceeds from sale of common stock                                       317,375                       317,375
                                                          ---------      ---------      ---------      ---------
        Net cash provided by financing activities           139,621        317,375         10,100        317,375
                                                          ---------      ---------      ---------      ---------
Net increase in cash and cash equivalents                        --         42,929             --         42,929
                                                          ---------      ---------      ---------      ---------
Cash and cash equivalents at beginning of period                 --             --             --             --
                                                          ---------      ---------      ---------      ---------
Cash and cash equivalents at end of period                $      --      $  42,929      $      --      $  42,929
                                                          =========      =========      =========      =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
  Interest expense                                        $  40,219      $   5,083      $   7,863      $   5,083
                                                          =========      =========      =========      =========
  Issuance of debentures for software                     $  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 nine months and three months ended September 30, 2001 and 2000
                                   (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 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 $415,265 for the nine months  ended  September  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 September 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.

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

                                        5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
     For the nine months and three months ended September 30, 2001 and 2000
                            (Continued) (unaudited)

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.

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

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

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

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

                                        6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
     For the nine months and three months ended September 30, 2001 and 2000
                            (Continued) (unaudited)

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

NOTE 3. - PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2001 consist of the following:


Computers                                                      $13,772
Furniture and equipment                                         11,299
                                                               -------
                                                                25,071
Less: accumulated depreciation                                   7,158
                                                               -------
                                                               $17,913
                                                               =======

Depreciation and amortization expense for the nine months and three months ended
September 30, 2001 was $4,079 and $1,257,  respectively.  The  depreciation  and
amortization for the period ended September 30, 2000 was $1,656.

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER LIST

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 nine months and three months ended September 30, 2001 and 2000
                            (Continued) (unaudited)

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER LIST
          (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 at September 30, 2001 consist of the
following:


Software                                                      $324,278
                                                              --------
                                                               324,278
Less: accumulated depreciation                                  40,915
                                                              --------
                                                              $283,363
                                                              ========

Amortization  of  software  costs for the nine  months and three  months  ending
September 30, 2001 was $33,129 and $10,935,  respectively.  The depreciation and
amortization for the period ended September 30, 2000 was $3,822.

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

Amortization  of the customer  list for the period ended  September 30, 2001 was
$38,451.

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, 2000 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 bears interest at a rate
of 10% per annum,  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  $130,000 of convertible  debentures to two
stockholders  of the  Company in exchange  for  operating  capital and  customer
lists.  In the first  nine  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 nine  months and three  months  ended  September  30,  2001 was  $16,381 and
$6,312, respectively.

NOTE 7. - INCOME TAXES

At September 30, 2001, the Company has  approximately  $711,000 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
utilize these amounts.  The effect of recognizing the tax effect of the loss for
the period ended  September 30, 2001 resulted in a deferred  income tax asset of
approximately  $0,  after  being  offset  by an  equal  valuation  allowance  of
$161,000.

                                        8
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
     For the nine months and three months ended September 30, 2001 and 2000
                            (Continued) (unaudited)

NOTE 7. - INCOME TAXES (CONTINUED)

The income tax benefit for the nine month  period ended  September  30, 2001 and
2000 includes the following components:

                                                  For the Nine Months Ended
                                                         September 30,
                                                   -----------------------
                                                      2001          2000
                                                   ---------     ---------
Current Income Taxes:
  Federal                                          $(131,000)    $ (20,000)
  State                                              (30,000)       (5,000)
                                                   ---------     ---------
                                                    (161,000)      (25,000)

Deferred Income Taxes:
  Federal                                                 --           (80)
  State                                                   --           (20)
                                                   ---------     ---------
                                                          --          (100)
                                                   ---------     ---------
Total Current and deferred income tax benefit       (161,000)      (25,100)
Increase in valuation allowance                     (161,000)       25,100
                                                   ---------     ---------
Benefit (provision) for income taxes               $       0     $       0
                                                   =========     =========

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

                                                  For the Nine Months Ended
                                                         September 30,
                                                  -------------------------
                                                     2001           2000

Benefit (provision) at Federal statutory rate     $(141,000)     $ (21,600)
State income taxes, net of federal income
  tax benefit                                       (20,000)        (4,000)
                                                  ---------      ---------
                                                   (161,000)       (25,100)
Increase in valuation allowance                    (161,000)        25,100
                                                  ---------      ---------
Benefit (provision) for income taxes              $       0      $       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 nine months and three months ended September 30, 2001 and 2000
                            (Continued) (unaudited)

NOTE 7. - INCOME TAXES (CONTINUED)

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

                                     Expiration       Amount
                                     ----------      --------
From December 31, 2000                  2020         $296,000
From September 30, 2001                 2021          415,000
                                                     --------
    Total                                            $711,000
                                                     ========

The state  realized net  operating  losses  expire over the next five years with
$296,000 expiring in 2005 and $415,000 expiring in 2006

NOTE 8. - RELATED PARTY TRANSACTIONS

At September 30, 2001, the Company has a receivable from an officer and director
of the Company in the amount of $183,188.  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.

At September  30, 2001,  the Company has a liability to the officer and director
of the Company in the amount if $98,143. A portion of this amount was created by
the Company's  agreement to purchase  certain  customers  lists and related data
bases from the officer and director in 2000 and by advances from the officer and
director  during  2001.  The  amount is being  paid over  three  years and bears
interest at a rate of 7.0%.

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          $10,563
                    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
4,900,500  and  4,661,702  shares  outstanding  at September  30, 2001 and 2000,
respectively.

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  September 30, 2001 excludes the shares related to the exercise
of the conversion  right under the  debentures of 1,120,000  shares due to their
antidilutive effect as a result of the Company's losses for the period.

                                       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 had a revenue decrease
in the third quarter of 2001 due in part to the severe liquidity  problems being
experienced  by the Company.  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 a net loss  $226,868 for the three months  ended  September  30,
2001 and a loss of $415,265 for the nine months ended September 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 September 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.

                                       11
<PAGE>
During  the third  quarter of 2001  OrderPro  devoted  substantially  all of its
attention to capital  formation  and interim  financing and  substantially  less
effort was devoted to the  development  of the  customer  base while at the same
time the general down turn in the overall economy has deeply depressed the third
quarter  revenue.  Revenues for the third quarter reflect a reduction of $71,885
for credits  issued in  settlement  with  customers  for  services  performed by
OrderPro during the first and second quarters of 2001. Additionally,  during the
third quarter of 2001 OrderPro settled some outstanding disputed freight charges
in the  amount of  $94,796  from the first and second  quarters  of 2001.  These
charges are  included  in the direct  cost of revenue for the nine months  ended
September 30, 2001.

Our operating margin is less than originally anticipated due to overall negative
marketing  conditions within the trucking  industry,  the higher price of diesel
fuel, and difficulties in achieving load consolidation. Load consolidation has a
direct relationship to operating margin.  During the third quarter of 2000 fewer
owner-operators  were  willing  to haul  loads due to such  higher  fuel  costs.
Pricing to customers was not readily adjustable due to contractual  restrictions
and the competitive environment. Additionally, management was deeply involved in
effectuating the reverse merger during the third quarter of 2000.

At the end of the quarter  management  began an  aggressive  marketing  strategy
designed to add additional  customers to the revenue base.  During  November and
December  multi-year  contracts  were signed with two new  logistics  customers.
These customers are The Shane Group of Hillsdale,  MI, and A & B Process Systems
of Stratford,  WI. If OrderPro had adequate operating  capital,  The Shane Group
and A&B Process Systems will increase operating  margins.  Many of the shipments
from these  companies  are less than full  truckload  shipments.  Less than full
truckload  shipments  are  transferred  at a higher  rate  than  full  truckload
shipments.  If we had adequate  operating capital we could consolidate less than
full  truckload  shipments  into full  truckload  shipments.  The cost of a full
truckload shipment is less.  Therefore,  sales to customers are at a higher rate
whereas  cost to  OrderPro  is at a lower rate  resulting  in an increase in the
gross operating margin.  Each of these customers has a nation-wide  presence and
management  believes  that  it will  increase  both  the  revenue  base  and the
operating margin.  Hence,  management  expects improved operating results during
the year 2001.  We currently  have 40 customers  as of September  30, 2001.  Our
marketing  focus has been the maintenance of the existing  customer base.  Until
additional capital has been developed,  OrderPro Logistics,  Inc. will remain in
its current mode of protecting and maintaining its existing  customer base. Once
additional  operating  capital is  acquired,  we expect to gain one new logistic
customer (a customer that utilizes our on-site management  services) every three
months and two new brokerage  customer(s)  (customers utilizing only our call in
services for freight orders) each month. We expect these percentages,  which are
95%  brokerage  and 5%  logistic,  to remain  constant.  Presently,  none of our
customers utilize both our brokerage and logistic services at the same time.

Our operating  margin during 2000 was 4.4% and we  anticipated it to be 22%. Our
operating  margin for the nine months  ended  September  30, 2001 was a negative
20%. We anticipated that OrderPro would have the required capital to consolidate
less than  truckload  shipments  into  truckload  shipments  thereby  generating
revenues  based  on a  fixed  percentage  of the  shipping  costs  saved  by our
customer. Without the capital required to provide rapid payment to the carriers,
it is almost  impossible  to ship  freight at rate  levels  that will assure our
projected  operating margins. We have proven that carriers will haul freight for
lower rates when they are paid  promptly.  Other factors  affecting  margins are
high fuel prices and our  inability  in certain  cases to recover  those  costs.
Numerous  small  companies  in the trucking  industry  have gone out of business
reducing the number of companies  available to haul freight.  We believe that we
could meet our anticipated margins if we were adequately funded.

                                       12
<PAGE>
Revenue is derived from the  brokerage of freight  services.  A customer  either
contacts OrderPro's central dispatch or contacts our on-site representative with
details of freight that needs to be moved by truck.

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

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

OPERATING EXPENSES

The primary  expense is the cost paid to the  truckers  for moving the  freight.
These costs amount to 78.9% of revenues for the nine months ended  September 30,
2001 and 78.0% of revenues for the quarter ending September 30, 2000.

The second  largest  expense is for  employees.  Wages and benefits for the nine
months  ending  September  30, 2001 were 44.6% of  revenues  and for the quarter
ending September 30, 2000 were 16.2 % of revenues.

During the third  quarter  2000 (the first  quarter of  operations  by  OrderPro
Logistics)  operating  expenses  reflected the costs associated with funding our
growth and effectuating the reverse merger. Administrative costs were higher due
to one-time  costs  incurred in the reverse  merger and travel costs  associated
with the  marketing  strategy  implemented  at the end of the quarter.  One time
costs  incurred in the reverse merger  include  professional  fees of $10,000 or
1.2% of 2000 revenues.  Travel costs associated with the marketing strategy were
$ 8,000,  which is 1% of 2000  revenues.  Employee costs reflect the addition of
the new personnel necessary to effectively manage and operate OrderPro Logistics
as the  marketing  strategy  is  implemented.  As new  customers  are  signed to
contracts  additional  personnel are required for both on-site and in supporting
services.  During  the  fourth  quarter  of 2000  hiring  and  training  for all
administrative  functions  was  completed.  Additional  hiring and  training  of
on-site and support  personnel  will  continue as needed to fulfill  contractual
obligations with new customers.

FINANCIAL CONDITION

During  the third  quarter  of 2000  OrderPro  Logistics  began the  process  of
increasing equity capital to fund the growth of the company.  Our strategic plan
requires  additional  capital to gain market  acceptance  with both carriers and
customers. The amount of capital needed to gain market acceptance is $4,000,000,
which means that  OrderPro  can increase the number of truckers who want to move
freight for our customers by implementing a rapid payment program.  The increase
in the number of truckers  available to move freight for OrderPro  will allow us
to move more freight for our customers.

The  significant  costs  incurred to develop  our  proprietary  software,  as of
December  31,  2000 was  $117,861  in cash and  common  stock in the  amount  of
$81,674.  The  balance due as of December  31,  2000 was  $31,383.  For the nine
months ended  September  30, 2001 OrderPro  incurred an  additional  $124,743 of
software  development  costs. Of this amount $80,000 was paid by the issuance of
convertible debentures. The total software development cost, after amortization,
incurred by OrderPro  through  September  30, 2001 is  $283,363.  Another  major
aspect of the  strategic  plan calls for rapid  payment of carriers.  Until such
time as  sufficient  capital is available to fund both rapid payment of carriers
and growth of the company  this plan  cannot be  implemented.  Currently,  trade
accounts receivables are less than trade accounts payable due to the use of cash
to fund the growth of the company.  During the third quarter of 2000 $84,080 was
loaned to OrderPro's founder.  The loan to the founder had been partially repaid
by December 31, 2000.  During the fourth quarter  OrderPro  Logistics  raised an
additional  $50,000  through the sale of 10% a convertible  debenture and issued
$80,000 of debentures  to the founder for his  ownership in the customer  lists.
The  debenture is  convertible  into 433,333  common shares of stock at $.30 per
share.  If additional  capital were not provided to OrderPro it is believed that
full implementation of the strategic plan would be in jeopardy.

                                       13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Net of the overdrafts,  cash used by operations was $89,618 for the period ended
September  30, 2001,  compared to net cash used by operations of $98,372 for the
period ended December 31, 2000.

OrderPro  Logistics has working  deficit  capital  (current  assets less current
liabilities)  of  $(1,076,013)  and  $(611,163)  as of  September  30,  2001 and
December 31, 2000 respectively.

The audited  financial  statements,  year ending December 31, 2000 were prepared
assuming that OPLI will continue as a going concern.  OPLI commenced  operations
in 2000,  had losses of $296,639 for the period ended December 31, 2000, and has
limited working capital  reserves.  For the first nine months of 2001,  OrderPro
incurred an additional loss of $415,265. OPLI expects to face many operating and
industry challenges and will be doing business in a highly competitive industry.
These factors raise  substantial doubt about the OPLI's ability to continue as a
going concern.

To date,  OPLI has financed  its  operations  principally  through the sales its
services and the placement of a convertible debenture. OrderPro believes that it
will need  $500,000 of  additional  capital to continue its  operations  through
December  31, 2002.  During the first nine months of 2001 we issued  $206,000 of
convertible debentures.  Of this amount $80,000 was issued for services to third
parties.  During  this same period the company  reduced  its note  payable  from
$97,740  to  $62,000.  We will  consider  both the public  and  private  sale of
securities  and or debt  instruments  for  expansion of its  operations  if such
expansion would benefit the overall growth and income objectives of the company.
Should sales growth not  materialize,  OPLI may look to these public and private
sources of financing. We do not know whether we can obtain sufficient capital on
acceptable  terms,  if at all.  Under such  conditions,  failure to obtain  such
capital  likely would affect  adversely the  company's  ability to continue as a
going concern, or at a minimum negatively impact the company's ability to timely
meet its business  objectives.  Additional  funds needed to continue  operations
from October 1, 2001  through  September  30, 2002 is  $600,000.  Of this amount
$400,000  will be raised  through  operations.  However,  the funds  required to
continue  operations  will not achieve  solvency.  The funds required to achieve
solvent operations would be approximately $1,000,000, of which $400,000 would be
raised  through  operations.  Some of our suppliers  were willing to convert the
amount we owe them to convertible  debentures or common stock.  Accordingly,  we
have  increased  our  debentures  by  $303,175 of which  $256,175  is  converted
accounts payable. If the debenture holders elect not to convert to common stock,
OrderPro  will  need  an  additional   $639,1757   plus  interest  to  meet  its
obligations.

The  infusion of the needed  additional  capital  would allow  OrderPro to fully
implement  its  business  plan with the  carriers  and obtain all of the pricing
benefits that would accompany its early payment  program.  The earlier that this
part of the program  can be  achieved  the better the  prospects  for  achieving
profitable.  The funds to be applied to completion  for the software and systems
would likewise  increase the efficiency of the entire shipping  process.  Should
OrderPro  be unable to obtain the  additional  funding it could seek to continue
operations as a commission  shipping  broker on a scaled back level.  Failure to
complete the software  system would limit the growth of sales due to the limited
capacity of the automated system and the concurrent  incremental costs of manual
processing.  Were these short term, 12 months, capital requirements fully funded
we do not  foresee  additional  long term  capital  requirements  except to fund
growth which requires increased capital as accounts receivable increase.

                                       14
<PAGE>
Specific  use of the  $600,000  would be $375,000 to pay  truckers  for services
provided and $225,000 would be used to pay all other current operating  expenses
of OrderPro.

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

We do not know if  additional  public or private  financing,  including  debt or
equity  financing  will be  available  as  needed,  or, if  available,  on terms
acceptable  to OrderPro.  Any  additional  equity  financing  may be dilutive to
shareholders and such additional equity securities may have rights,  preferences
or  privileges   that  are  senior  to  those  of  our  existing  common  stock.
Furthermore,  debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on our operating
flexibility.  The failure of OrderPro to successfully  obtain  additional future
funding may jeopardize our ability to continue our business and operations.

SEASONALITY

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

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.

                                       15
<PAGE>
                           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

                                       16
<PAGE>
                                    SIGNATURE

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


February 7, 2002              /s/ Richard L. Windorski
                              --------------------------------------------
                              Richard L. Windorski, Director and President


February 7, 2002              /s/ Patricia Robinson
                              --------------------------------------------
                              Patricia Robinson, Controller, Principal
                              Accounting Officer, Director,
                              Secretary and Treasurer

                                       17