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 June 30, 2001            Commission File Number 0-30857


         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. [X] YES [ ] 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...........................  12

PART II - OTHER INFORMATION

   Item 1. Legal Proceedings................................................  13
   Item 2. Changes in Securities and Use of Proceeds........................  13
   Item 3. Default Upon Senior Securities...................................  13
   Item 4. Submission of Matters to a Vote of Security Holders..............  13
   Item 5. Other Information................................................  13
   Item 6. Exhibits and Reports on Form 8-K.................................  13

SIGNATURES..................................................................  14

                                       i
<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)

                                                    Six months     Three months
                                                       ended           ended
                                                   June 30, 2001   June 30, 2001
                                                   -------------   -------------
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
                                                    ===========     ===========

   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 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.

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.

                                       5
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 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.

                                       6
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 2. - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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                                  $287,780
                                               --------
                                                287,780
     Less: accumulated depreciation              30,040
                                               --------
                                               $257,740
                                               ========

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 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 $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 $0, after being offset by a
valuation allowance of $64,100.

                                       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.

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 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
                                                         ========

                                       9
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                          Notes to Financial Statement
                     for the six months ended June 30, 2001
                                   (unaudited)

NOTE 7. - INCOME TAXES (CONTINUED)

The state realized net operating losses expire over the next five years with
$238,000 expiring on 2005 and $163,000 expiring in 2006.

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 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 in the first six months of 2001. Of these issuances $80,000 was
issued for services and software production for the Company. 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.

                                       11
<PAGE>
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.

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 $228,094 for the period ended December 31, 2000, and has
limited working capital reserves. For the first six months of 2001, OrderPro
incurred an additional loss of $158,763. 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
has and will have sufficient cash flow to continue its operations through June
30, 2002. During the first six 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
$54,000. 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 July 1, 2001 through June
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. If the
debenture holders elect not to convert to common stock, OrderPro will need an
additional $336,000 plus interest to meet its obligations.

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.

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<PAGE>
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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<PAGE>
                                 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


December 19, 2001            /s/ Richard L. Windorski
                             --------------------------------------------
                             Richard L.Windorski, Director and President

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