SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                   FORM 10-QSB


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended: September 30, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from _____________ to _____________

                         Commission file number 0-30857


                            ORDERPRO LOGISTICS, INC.
        (Exact name of small business issuer as specified in its charter)


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

                6700 N. Oracle Road, Suite 412, Tucson, AZ 85704
                    (Address of principal executive offices)

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

                                 FifthCAI, Inc.
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

As of  November  16,  2000,  the  number of shares of Common  Stock  issued  and
outstanding was 4,900,000.

Transitional Small Business Disclosure Format (check one): Yes  [ ]  No [X]
<PAGE>
                            ORDERPRO LOGISTICS, INC.

                                      INDEX

                                                                         Page
                                                                        Number
                                                                        ------
PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

          Balance Sheets - September 30, 2000                              1

          Statement of Operations - For the three months
          ended September 30, 2000.                                        2

          Satement of Stockholders' Equity from Inception
          to September 30, 2000                                            3

          Statement of Cash Flows - For the three months
          ended September 30, 2000                                         4

          Notes to Financial Statements                                    5

     Item 2. Management's Discussion and Analysis of Financial
             Conditions and Results of Operations                          9

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings                                            10

     Item 2. Changes in Securities                                        10

     Item 3. Defaults Upon Senior Securities                              10

     Item 4. Submission of Matters to a Vote of Security Holders          10

     Item 5. Other Information                                            10

     Item 6. Exhibits and Reports on Form 8-K                             10

SIGNATURES                                                                11
<PAGE>
                          PART I. FINANCIAL INFORMATION

         ITEM 1.    FINANCIAL STATEMENTS

                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                                  BALANCE SHEET
                               SEPTEMBER 30, 2000

                                     ASSETS

Current Assets
  Cash and cash equivalents                                           $  41,456
  Accounts receivable - trade                                           215,124
  Due from officer and employee                                          86,945
                                                                      ---------

       Current Assets                                                   343,525
                                                                      ---------

Property and equipment, net of accumulated depreciation                  87,628

Deferred tax asset                                                       16,000
                                                                      ---------

       Total Assets                                                   $ 447,153
                                                                      =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Current Liabilities
  Accounts payable                                                    $ 271,736
  Accrued liabilities                                                    34,705
                                                                      ---------

       Current Liabilities                                              306,441
                                                                      ---------

       Total Liabilities                                                306,441

Stockholders' Equity
  Common Stock - No par value, authorized 100,000,000
   shares, issued and outstanding 4,900,000                                 490
  Additional paid in capital                                            165,085
  Retained Earnings                                                     (24,863)
                                                                      ---------

       Total Stockholders' Equity                                       140,712
                                                                      ---------

       Total Liabilities and Stockholders' Equity                     $ 447,153
                                                                      =========

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

                                       1
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                             STATEMENT OF OPERATIONS
               FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000


Revenue                                                             $   465,937

Direct cost of revenue                                                  383,869
                                                                    -----------

       Gross Profit                                                      82,068
Expenses
  Administrative costs                                                   28,222
  Amortization and depreciation                                           5,478
  Rent and occupancy costs                                               15,629
  Employee costs                                                         73,602
                                                                    -----------
       Total Costs                                                      122,931
                                                                    -----------

Loss before income tax benefit                                          (40,863)

Benefit of income taxes                                                  16,000
                                                                    -----------

Net Loss                                                            $   (24,863)
                                                                    ===========

Loss per common share                                               $     (0.01)
                                                                    ===========

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

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

                                       2
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                        STATEMENT OF STOCKHOLDERS' EQUITY
               FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000


<TABLE>
<CAPTION>
                                        Common Stock        Additional
                                     -------------------     Paid In      Retained
                                     Shares       Amount     Capital      Earnings        Total
                                     ------       ------     -------      --------        -----
<S>                                <C>            <C>        <C>          <C>           <C>
Balance at February 2, 2000,
 (date of incorporation)           5,040,000      $ 504      $    996     $     00      $   1,500

Merger with OrderPro                (140,000)       (14)       94,207           00         94,193

Sale of Stock                             00         00        69,882           00         69,882

Net Loss                                  00         00            00      (24,863)       (24,863)
                                  ----------      -----      --------     --------      ---------

Balance at September 30, 2000      4,900,000      $ 490      $165,085     $(24,863)     $ 140,712
                                  ==========      =====      ========     ========      =========
</TABLE>

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

                                       3
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC)
                             STATEMENT OF CASH FLOWS
               FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000



Loss from operations                                                  $ (24,863)
Adjustments to reconcile net income from operations
 to net cash provided by (from) operating activities:
  Deferred tax asset                                                    (16,000)
  Amortization and depreciation                                           5,478
                                                                      ---------
       Net cash provided/(used) by operations                           (35,385)

Changes in operating assets and liabilities
 (Increase) in accounts receivable                                     (215,124)
 (Increase) in other receivables                                        (86,945)
 Increase in accounts payable                                           271,736
 Increase in accrued liabilities                                         34,705
                                                                      ---------
       Net cash (used in) operating activities                          (31,013)

Cash Flows from Investing Activities
 Acquisition of property and equipment                                   (7,613)
                                                                      ---------
       Net cash (used in) investing activities                           (7,613)

Cash flows from financing activities
 Proceeds from sale of common stock                                      80,082
                                                                      ---------
       Net cash provided by financing activities                         80,082

Net increase in cash and cash equivalents                                41,456

Cash and cash equivalents at beginning of period                              0
                                                                      ---------
Cash and cash equivalents at end of period                            $  41,456
                                                                      =========

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

                                       4
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                          NOTES TO FINANCIAL STATEMENT
            FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000


NOTE 1 - THE COMPANY

OrderPro  Logistics,   Inc.  (formerly  FifthCAI,   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's year end is December 31.

FifthCAI,  Inc.  was  incorporated  on  February  2,  2000 and had only  limited
operations until the reverse  acquisition  with OrderPro  Logistics on September
29,  2000.  In  conjunction  with  the  reverse  acquisition,   FifthCAI,   Inc.
transferred  4,660,000 shares to the former stockholders of OrderPro,  cancelled
140,000  shares of stock then  outstanding,  and  changed  its name to  OrderPro
Logistics,  Inc. On a pro forma  basis,  had the merger  occurred on February 2,
2000, the combined loss before income tax benefit would have been $1,300 greater
and the net loss would have been $800 more for a net loss of $25,663.

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, 2000, 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,

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.  The
remaining  development costs related to completion of this asset is estimated to
be $200,000.  The amounts expended for this programming and development is being
capitalized as an asset of the Company and depreciated over its estimated useful
life.

                                       5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                          NOTES TO FINANCIAL STATEMENT
            FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
                                   (continued)


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME  TAXES - Income  taxes are  accounted  for under the asset and  liability
method of accounting. Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their respective tax bases and tax credit carryforwards. Deferred tax assets and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income  in  years  in which  those  temporary  differences  are  expected  to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

NOTE 3. - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

     Computers                                                      $13,772
     Software and libraries                                          15,262
     Internally developed software                                   52,773
     Furniture and equipment                                         11,299
                                                                    -------
                                                                     93,106
     Less: accumulated depreciation                                   5,478
                                                                    -------
                                                                    $87,628
                                                                    =======

Depreciation  and  amortization  expense for the period ended September 30, 2000
was $5,478.

                                       6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                      NOTES TO PROFORMA FINANCIAL STATEMENT
              FOR THE PERIOD FROM INCEPTION TO ENDED JULY 31, 2000
                                   (continued)


NOTE 4. - INCOME TAXES

At September 30, 2000,  the Company has  approximately  $41,400 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.

Income  tax  benefit  for the period  ended  September  30,  2000  includes  the
following components:

                                   Federal          State           Total
                                   -------          -----           -----
     Current credit               $(12,680)       $ (3,120)       $(15,800)
     Deferred credit                  (160)            (40)           (200)
                                  --------        --------        --------
                                  $(12,840)       $ (3,160)       $(16,000)
                                  ========        ========        ========

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

     Computed  "expected" tax expense                               $13,900
     Increase in income taxes resulting from:
      State income taxes, net of Federal income tax benefit           2,100
                                                                    -------
                                                                    $16,000
                                                                    =======

The tax effects of temporary  differences that give rise to a deferred tax asset
at  September 30 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.

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

       Expiration                          Amount
       ----------                          ------
          2021                             $41,400
                                           -------
             Total                         $41,400
                                           =======

Management  believes  that it is more  likely  than not that  the  Company  will
realize the  benefits of the deferred  tax credits  before each expires  through
2021,  therefore,  no valuation  reserve has been  provided for this against the
asset.

                                       7
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                            (FORMERLY FIFTHCAI, INC.)
                      NOTES TO PROFORMA FINANCIAL STATEMENT
              FOR THE PERIOD FROM INCEPTION TO ENDED JULY 31, 2000
                                   (continued)


NOTE 5 - RELATED PARTY TRANSACTIONS

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

At September 30, 2000,  the Company has a receivable for an officer and director
of the Company in the amount of $84,080. The loan is to be repaid to the Company
by December 31, 2000.

NOTE 6. - 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:

     2000                      $ 17,603
     2001                      $ 43,478
     2002                      $ 45,652
     2003                      $ 19,406

NOTE 7 - STOCKHOLDERS' EQUITY

The Company has  100,000,000  shares of $0.0001 par value stock  authorized  and
4,900,000  shares  outstanding  at July 31,  2000  after  giving  effect  to the
reorganization  and related  reverse  acquisition  between  FifthCAI,  Inc.  and
OrderPro Logistics, Inc.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

INTRODUCTION

The  following  discussion  should  be read in  conjunction  with the  financial
statements  and  notes  thereto  appearing  elsewhere  in this  report.  Certain
statements made in this report relating to trends in the Company's business,  as
well  as  other  statements   including  words  such  as  "believe",   "expect",
"estimate",  "anticipate",  and similar expressions,  constitute forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. The matters referred to in these forward looking  statements that could be
affected  by the risks and  uncertainties  include,  but are not limited to, the
effect of  general  economic  and  market  conditions,  including  downturns  in
customers' business cycles, the availability and cost of qualified shippers, the
availability  and  price of  diesel  fuel,  the  impact  and cost of  government
regulations and taxes on the operations of the business, competition, as well as
certain  other risks  described  herein.  Subsequent  written  and oral  forward
looking  statements  attributable to the Company or persons acting on its behalf
are expressly  qualified in their entirety by the cautionary  statements in this
paragraph and elsewhere herein.

REVENUES AND OPERATING MARGINS

The Company  reported a net loss of $24,863 on revenues of $465,937 in the three
months of operation from July 1, 2000 through  September 30, 2000.  Revenues for
the period are less than  anticipated due to a dramatic  decline from one of the
Company's largest customer.  An agreement to provide logistical services expired
and the  customer  declined to renew the  contract  due to major  marketing  and
operational  difficulties  within their Company.  It is unknown if this customer
will  require  services at previous  levels.  The Company  continues  to provide
limited  brokerage  services  to the  customer  but  does not  believe  that the
customer  will return to its  previous  revenue  levels  unless they are able to
solve their  internal  problems.  The  Company's  operating  margin is less than
originally  anticipated due to overall negative marketing  conditions within the
trucking  industry and the higher price of diesel fuel. 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
October and November (to date)  multi-year  contracts  have been signed with two
new logistics  customers.  It is anticipated  that the addition of these two new
customers will have an immediate  positive impact on both the Company's revenues
and operating margins. Also, during October 2000 a new customer was added to the
freight  brokerage  segment of the  business.  This  customer 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 fourth quarter of 2000 and for the year 2001.

OPERATING EXPENSES

During the third  quarter 2000 (the first  quarter of operations by the Company)
operating  expenses  reflected the costs  associated with funding Company 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.  Employee costs
reflect the addition of the new personnel  necessary to  effectively  manage and
operate the Company as the marketing  strategy is implemented.  As new customers
are signed to contracts  additional  personnel are required for both on-site and

                                       9
<PAGE>
in supporting services.  It is believed during the fourth quarter of 2000 hiring
and training for all  administrative  functions  will be  completed.  Additional
hiring and training of on-site and support  personnel will continue as needed to
fulfill  contractual  obligations  with new customers.  In an effort to expedite
full  implementation  of OrderPro  software,  the  Company  has  entered  into a
contract  with  outside  sources to deliver a completed  product by December 31,
2000.  The  increased  functionality  that the  software  will  provide is a key
element in the Company's marketing and business development strategy.

FINANCIAL CONDITION

During the third  quarter,  2000 the  Company  began the  process of  increasing
equity capital to fund the growth of the Company.  The Company's  strategic plan
requires  additional  capital to gain market  advantage  with both  carriers and
customers.  Significant  costs  have been  incurred  in the  development  of the
proprietary  software  and it is expected  these costs to increase  dramatically
during the fourth  quarter,  2000.  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
segment of the plan cannot be implemented.  Currently, trade accounts receivable
are less than trade  accounts  payable due to the use of cash to fund the growth
of the  Company.  During the third  quarter 2000 a net $69,882 was raised in the
sale of stock and $84,080 was loaned to the Company founder. It is believed that
the loan to the founder will be fully repaid during the fourth quarter, 2000. If
additional  capital is not  provided  to the  Company it is  believed  that full
implementation of the strategic plan would be in jeopardy.

                          PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None.

ITEM 3. DEFAULTS 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

     The following documents are filed as part of this report:

       (a) The  following  Exhibits  are  filed  herein:

           27  Financial  Data Schedule

       (b) Reports on Form 8-K filed:

           8-K filed  October 2, 2000  reporting  on Items 1, 2, 5, 6, and 7
           regarding change in the registrant with related exhibits.

                                       10
<PAGE>
                                   SIGNATURES

     In accordance  with the Exchange Act, the registrant  caused this report to
be signed on its behalf by the undersigned, duly authorized.

                                          ORDERPRO LOGISTICS, INC,


DATED: November 20,  2000                 By: /s/ Richard L. Windorski
                                             -----------------------------------
                                             Richard L. Windorski, President
                                             and Chief Executive Officer



                                          By: \s\ Alvan W. Lafrenz
                                             -----------------------------------
                                             Alvan W. Lafrenz, Chief Financial
                                             Officer and Treasurer

                                       11