<PAGE>

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

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2004

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

                 For the transition period from_____ to _______

                        COMMISSION FILE NUMBER 000-30857

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date: August 16, 2004, 116,075,410 shares
of common stock, $.0001 par value.

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



<PAGE>

                            ORDERPRO LOGISTICS, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION                                              Page

Item 1.   Financial Statements (unaudited)

          Condensed Consolidated Balance Sheets as of June 30, 2004
          (unaudited) and December 31, 2003                                   2

          Condensed Consolidated Statements of Operations for the
          Six and Three Months ended June 30, 2004 and 2003 (unaudited)       3

          Condensed Consolidated Statements of Cash Flows for the
          Six Months ended June 30, 2004 and 2003 (unaudited)                 4

          Notes to Condensed Consolidated Financial Statements (unaudited)    5

Item 2.  Management's Discussion and Analysis or Plan of Operation           12

Item 3.  Controls and Procedures                                             17

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   18

Item 2.  Changes in Securities and Small Business Issuer Purchases
         of Equity Securities                                                18

Item 3.  Defaults Upon Senior Securities                                     18

Item 4.  Submission of Matters to a Vote of  Security Holders                18

Item 5.  Other Information                                                   18

Item 6.  Exhibits                                                            18

Signatures                                                                   19



<PAGE>
<TABLE>
                             ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                              CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                       June 30,     December 31,
                                                                        2004            2003
                                                                    -------------   -------------
                                                                     (Unaudited)
<S>                                                                 <C>             <C>
ASSETS

Current assets:
     Cash and cash equivalents                                      $     22,788    $     10,974
     Restricted cash                                                      53,397          60,015
     Accounts receivable, net of allowance of $36,768 and $14,208        193,795          92,153
     Prepaid expenses                                                      7,491           3,992
     Other related party receivables                                      28,578              --
     Other assets                                                             --           4,779
                                                                    -------------   -------------

Total current assets                                                     306,049         171,913

Property and equipment, net                                              346,000         186,993

Goodwill                                                                 657,213         762,213

Due from stockholder and former officer                                  454,387         217,281
Deposits                                                                  19,592          13,592
                                                                    -------------   -------------

TOTAL ASSETS                                                        $  1,783,241    $  1,351,992
                                                                    =============   =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Cash overdraft                                                 $     79,728    $     52,111
     Accounts payable                                                    819,970         828,332
     Accrued interest payable                                             49,085          45,030
     Payroll liabilities                                                 721,820         570,306
     Notes payable - current portion                                      94,182         158,784
     Convertible notes payable                                            99,425         109,425
     Payable for acquisitions                                            161,247         241,247
     Due to stockholders                                                  66,453          14,500
                                                                    -------------   -------------

Total current liabilities                                              2,091,910       2,019,735

Notes payable, less current portion                                      153,015              --
                                                                    -------------   -------------

Total liabilities                                                      2,244,925       2,019,735
                                                                    -------------   -------------

Commitments and contingencies

Stockholders' deficiency
     Preferred stock, par value $0.0001; 10,000,000 shares
       authorized, 11,000 and no shares issued and
     outstanding, respectively                                                 1              --
     Common stock, $0.0001 par value; 250,000,000
       shares authorized, 116,075,410 and 65,071,056
       shares issued and outstanding, respectively                        11,608           6,507
     Common stock to be issued, 3,600,000 shares                              --             360
     Additional paid-in capital                                       20,270,553      10,632,816
     Stock to be cancelled, 191,490 shares                                    --         (34,468)
     Accumulated deficit                                             (18,612,796)    (10,279,291)
     Deferred equity based expense                                    (2,131,050)       (993,667)
                                                                    -------------   -------------

Total stockholders' deficiency                                          (461,684)       (667,743)
                                                                    -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $  1,783,241    $  1,351,992
                                                                    =============   =============

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

                                                2
</TABLE>



<PAGE>
<TABLE>
                                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                   (UNAUDITED)
<CAPTION>

                                                  Three Months Ended June 30,       Six Months Ended June 30,
                                                     2004             2003             2004             2003
                                                --------------   --------------   --------------   ---------------
                                                                  (As Restated)                    (As Restated)
<S>                                             <C>              <C>              <C>              <C>
Net revenues                                    $   1,178,678    $      71,492    $   2,165,680    $     127,414

Cost of revenues                                    1,015,507           58,849        1,894,332          136,782
                                                --------------   --------------   --------------   ---------------
Gross profit (loss)                                   163,171           12,643          271,348           (9,368)
                                                --------------   --------------   --------------   ---------------

Operating expenses:
     Compensation and related costs                 1,522,515          860,719        6,936,255        1,117,011
     Professional fees                                422,790           39,595          609,652           49,945
     Software expense                                   1,407           23,255            3,673           53,102
     Impairment of goodwill                           105,000               --          105,000               --
     Other selling, general and administrative        108,675           49,946          348,188          270,227
                                                --------------   --------------   --------------   ---------------

Total operating expenses                            2,160,387          973,515        8,002,768        1,490,285
                                                --------------   --------------   --------------   ---------------

Loss from operations                               (1,997,216)        (960,872)      (7,731,420)      (1,499,653)
                                                --------------   --------------   --------------   ---------------

Other expense
     Interest                                          (8,942)         (71,377)         (25,388)         (81,923)
     Financing costs                                  (13,889)              --         (574,697)              --
     Beneficial conversion                                 --          (67,943)          (2,000)        (135,749)
                                                --------------   --------------   --------------   ---------------

Total other expense                                   (22,831)        (139,320)        (602,085)        (217,672)
                                                --------------   --------------   --------------   ---------------

Loss before provision for income taxes             (2,020,047)      (1,100,192)      (8,333,505)      (1,717,325)

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

Net loss                                        $  (2,020,047)   $  (1,100,192)   $  (8,333,505)   $  (1,717,325)
                                                ==============   ==============   ==============   ==============

Loss per share, basic and diluted               $       (0.02)   $       (0.04)   $       (0.08)   $       (0.07)
                                                ==============   ==============   ==============   ==============

Weighted average number of common shares
     outstanding, basic and diluted               113,880,460       27,083,430       99,593,134       23,315,799
                                                ==============   ==============   ==============   ==============

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

                                                        3
</TABLE>



<PAGE>

                    ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                  (UNAUDITED)

                                                        2004            2003
                                                     ------------   ------------
                                                                   (As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                             $(8,333,505)   $(1,717,325)
Adjustments to reconcile net loss to net cash
  used in operations:
    Depreciation                                          43,500          4,858
    Bad debt expense                                      22,560             --
    Equity based expense                               6,800,814      1,075,261
    Non-cash financing expense                           236,000             --
    Impairment of goodwill                               105,000             --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Restricted cash                                          6,618             --
  Accounts receivable                                   (124,202)        (8,985)
  Prepaid expenses                                        (3,499)            --
  Other assets                                             4,779        (15,806)
Increase (decrease) in:
  Accounts payable and accrued expenses                  148,457        317,283
                                                     ------------   ------------

Net cash used in operating activities                 (1,093,478)      (344,714)
                                                     ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits                                                  (6,000)            --
Cash paid for acquisitions                               (80,000)            --
Property and equipment acquired                          (33,437)            --
                                                     ------------   ------------

Net cash used in investing activities                   (119,437)            --
                                                     ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from cash overdraft                              27,617             --
Proceeds from notes payable                              864,000        182,500
Repayments of notes payable                              (80,657)            --
(Repayments to) advances from stockholder
  and former officer, net                               (237,106)       178,674
Advances from stockholders                                51,953             --
Advances to stockholders                                 (28,578)
Stock issued for cash                                    627,500             --
                                                     ------------   ------------

Net cash provided by financing activities              1,224,729        361,174
                                                     ------------   ------------

Net increase in cash                                      11,814         16,460

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

Cash, end of period                                  $    22,788    $    16,777
                                                     ============   ============

Cash paid for:
  Interest                                           $    20,084    $     5,708
                                                     ============   ============

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

                                       4



<PAGE>

                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2004 AND 2003
                                   (Unaudited)

1. SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS

OrderPro Logistics, Inc. and its subsidiary JBP Express, Inc. (collectively
"OrderPro" or the "Company") is a customer-oriented provider of innovative and
cost-effective logistics solutions. With expertise in multi-modal transportation
management, OrderPro provides complete supply chain management, including
multi-modal transportation services, process improvement consulting, claims
management, private fleet management, warehouse storage, local delivery services
and product assembly.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements, which include the
Company's wholly owned subsidiary, have been prepared by the Company in
accordance with generally accepted accounting principles pursuant to Regulation
S-B of the Securities and Exchange Commission. The financial information has not
been audited and should not be relied on to the same extent as audited financial
statements. Certain information and footnote disclosures normally included in
audited financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these interim
financial statements should be read in conjunction with the Company's audited
consolidated financial statements and related notes as contained in Form 10-KSB
for the year ended December 31, 2003. In the opinion of management, the interim
financial statements reflect all adjustments, including normal recurring
adjustments, necessary for fair presentation of the interim periods presented.
The results of operations for the six months ended June 30, 2004 are not
necessarily indicative of results of operations to be expected for the full
year.

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES

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

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. The Company values shares issued in consideration of
services at fair value. Options or warrants issued to non-employees and
consultants are recorded using the fair value method, based on the Black-Scholes
option-pricing model. During the six months ended June 30, 2004 the Company has
recorded an expense of $190,000, representing the intrinsic value of options
granted to an employee on the date of grant. This amount approximated fair value
as determined by the provisions of SFAS 123; therefore net loss for 2004 and
loss per share would be unchanged. There were no options issued to employees
during the six months ended June 30, 2003.

                                       5



<PAGE>

NET LOSS PER COMMON SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic earnings
(loss) per share ("Basic EPS") and diluted or earnings (loss) per share
("Diluted EPS"). The computation of basic loss per share is computed by dividing
loss available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted earnings per share gives
effect to all potentially dilutive common shares outstanding during the period.
The computation of diluted loss per share does not assume conversion, exercise
or contingent exercise of securities that would have an anti-dilutive effect on
earnings. At June 30, 2004 the Company had 28,488,500 potentially dilutive
securities outstanding with 4,098,750 potentially dilutive securities
outstanding at June 30, 2003. A reconciliation between basic and diluted
earnings (loss) per share has not been presented because the assumed exercise of
common stock equivalents would be anti-dilutive for all periods presented.

RECLASSIFICATIONS

Certain items have been reclassified in prior period statements to conform to
the current period presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2004, the U.S. Securities and Exchange Commission's Office of the Chief
Accountant and the Division of Corporate Finance released Staff Accounting
Bulletin ("SAB") No. 105, "Loan Commitments Accounted for as Derivative
Instruments". This bulletin contains specific guidance on the inputs to a
valuation-recognition model to measure loan commitments accounted for at fair
value, and requires that fair-value measurement include only differences between
the guaranteed interest rate in the loan commitment and market interest rate,
excluding any expected future cash flows related to the customer relationship or
loan servicing. In addition, SAB105 requires the disclosure of the accounting
policy for loan commitments, including methods and assumptions used to estimate
the fair value of loan commitments, and any associated hedging strategies. SAB
105 is effective for derivative instruments entered into subsequent to March 31,
2004 and should also be applied to existing instruments as appropriate.

The Company has not yet completed its evaluation of SAB 105, but does not
anticipate a material impact on the financial statements.

2. RESTATEMENT

The accompanying June 30, 2003 condensed financial statements have
been restated to reclassify and expense the erroneous capitalization of
internally developed software and to reverse the related amortization, to
correct the valuation and presentation of stock issued for services, to record a
beneficial conversion feature related to convertible debentures, and to remove
customer lists and internally developed software received from the Company's
then CEO and majority stockholder and the related liability.

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

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

The net result on operations of the restatements for the six and three month
periods ended June 30, 2003 was to increase the net loss by approximately
$610,000 and $439,000, respectively. Loss per share increased to $(0.07) and
$(0.04) for the six and three months ended June 30, 2003, respectively, from
$(0.05) and $(0.02) respectively.

                                       6



<PAGE>

3. ACQUISITIONS

During 2003 the Company made the following acquisitions:

     o    On February 21, 2003, the Company acquired certain assets of TransMex
          USA, Inc. The purchase price was $75,000 in cash. The Company also
          assumed a liability of $30,000. The balance due to the seller of
          $75,000 was due at closing, but was unpaid at June 30, 2004 and
          December 31, 2003.

     o    On October 1, 2003, the Company acquired certain assets of All
          American Assemblies, Inc. The purchase price was $225,000 in cash.
          There is a balance due to the seller of $86,247 and $136,247 at June
          30, 2004 and December 31, 2003, respectively.

     o    On October 15, 2003, the Company acquired 100% of the outstanding
          stock of JBP Express, Inc. The adjusted purchase price was $437,910.
          This amount was paid in part through the issuance of 1,603,638 shares
          of common stock, valued at $400,910. Cash payments of $37,000 have
          also been made. There was a balance due to the seller of $15,000 at
          December 31, 2003, which was paid during the six months ended June 30,
          2004.

The following table represents unaudited pro forma results of operations for the
six and three month periods ended June 30, 2003, including the operations of the
2003 acquisitions, as if the acquisitions were owned for the entire period
shown.

                                                    Six Months      Three Months
                                                       Ended           Ended
                                                   June 30, 2003   June 30, 2003
                                                   -------------   -------------
Revenue                                            $  1,447,096    $    712,369
Net Loss                                             (1,682,215)     (1,106,008)
Loss per share                                            (0.07)          (0.04)

4. STOCKHOLDERS' DEFICIENCY

Preferred Stock:

The Company has 10,000,000 shares of Preferred Stock, $0.0001 par value,
authorized for issuance. During the six months ended June 30, 2004, the Company
issued 11,000 shares of preferred stock in settlement of notes payable
aggregating $1,100,000. The preferred stock is convertible into common stock, at
the option of the holder, at a rate of 88% of the market price (see Notes 6 and
12). The Company recorded a beneficial conversion expense of $155,049 related to
the issuance of the convertible preferred stock.

Common Stock:

During the six months ended June 30, 2004, the Company had the following common
stock transactions:

     o    33,137,500 shares of common stock were issued for services. The
          aggregate value of these shares was $5,974,750, of which $1,392,633
          was deferred at June 30, 2004.

     o    1,666,666 shares of common stock were sold for cash proceeds of
          $75,000. The shares were sold at a discount to market and a financing
          cost of $52,778 has been recorded.

     o    6,616,667 shares of common stock were issued upon exercise of stock
          options, for cash proceeds of $552,500.

     o    4,975,000 shares of common stock were issued upon exercise of stock
          options, in consideration of services valued at $582,500 of which
          $308,750 was deferred at June 30, 2004.

     o    1,000,000 shares of common stock were issued to Richard Windorski upon
          exercise of stock options. No cash was paid upon exercise. The options
          were recorded at $190,000, the intrinsic value.

     o    191,490 shares of common stock were cancelled in connection with the
          settlement of a payable.

                                       7



<PAGE>

     o    200,000 shares of common stock were issued upon conversion of a
          $10,000 10% convertible debenture.

     o    The Company issued warrants to purchase 1,500,000 shares of common
          stock, related to the issuance of the preferred stock described above,
          and recorded an expense of $169,759 related to the warrants.

During the six months ended June 30, 2003, the Company had the following common
stock transactions:

     o    2,386,000 shares of common stock were issued upon conversion of
          $111,800 of the Company's 10% convertible debentures.

     o    13,403,571 shares of common stock, valued at $955,607, were issued for
          services.

     o    3,000,000 shares of common stock were issued upon exercise of stock
          options, in consideration of services valued at $240,000, of which
          $200,000 was deferred at June 30, 2003.

5. STOCK OPTION PLAN

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

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

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

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

                                       8



<PAGE>

The transactions comprising a substantial number of the shares issued in the six
months ended June 30, 2004, as well as a substantial number of previous share
issuances, are currently under internal investigation by the Company and may
result in other parties being named in the litigation pending against Mr.
Windorski (see Note 10).

6. NOTES PAYABLE

During January 2004 the Company issued an aggregate of $1,100,000 of 5%
promissory notes, due February 9, 2004. Net proceeds from the notes were
$864,000, after payment of financing costs and professional fees. The Company
settled these notes in full in March 2004 through the issuance of an aggregate
of 11,000 shares of Series A convertible preferred stock. The preferred stock is
convertible into shares of common stock at a rate of 88% of market price (see
Note 12). Due to the beneficial conversion feature of the preferred stock, the
Company has recorded a financing expense of $155,049. The Company also issued
three warrants to purchase an aggregate of 1,500,000 shares of stock at an
exercise price of $0.30 per share (see Note 12). The company has recorded an
additional financing expense of $169,759 related to these warrants.

During 2004, the Company entered into various notes payable, related to the
purchase of property and equipment. These notes aggregated $169,070 and are
secured by the equipment purchased.

7. NON-CASH INVESTING AND FINANCING ACTIVITIES

During the six months ended June 30, 2004, the Company had the following
non-cash investing and financing activities:

     o    33,137,500 shares of common stock were issued for services. The
          aggregate value of these shares was $5,974,750, of which $1,516,383 is
          deferred at June 30, 2004.

     o    4,975,000 shares of common stock were issued upon the exercise of
          stock options, in consideration of services valued at $582,500, of
          which $185,000 is deferred at June 30, 2004.

     o    200,000 shares of common stock were issued upon conversion of a
          $10,000 10% convertible debenture.

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

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

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

     o    The Company recorded an expense of $1,003,361 related to the fair
          value of options issued to employees and non-employees.

     o    The Company acquired property and equipment with notes payable
          aggregating $169,070.

During the six months ended June 30, 2003, the Company had the following
non-cash investing and financing activities:

     o    2,386,000 shares of common stock were issued upon conversion of
          $111,800 of the Company's 10% convertible debentures.

     o    13,403,571 shares of common stock, valued at $955,607, were issued for
          services.

     o    3,000,000 shares of common stock were issued upon exercise of stock
          options, in consideration of services valued at $240,000.

     o    The Company recorded an expense of $63,154 related to the fair value
          of options issued to non-employees.

                                       9


<PAGE>

8. RELATED PARTY TRANSACTIONS

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

Additionally, during the six months ended June 30, 2004, the Company entered
into a promissory note with a third party (see Note 6). Upon receipt of funds
from this note, Mr. Windorski caused the Company to transfer $500,000 to the
above mentioned personal account, ostensibly to repay amounts owed to him for
alleged advances, loans and unpaid (although unaccrued) compensation. This
transfer exceeded any balance due to Mr. Windorski that had been previously
recorded in the consolidated financial statements. This transfer may potentially
be in violation of the Sarbanes-Oxley Act and other applicable laws. The Company
requested repayment of the funds and Mr. Windorski has been transferring funds
back to the Company; however only $232,000 has been repaid. In connection with
the promissory notes, the Company entered into an agreement to purchase
2,800,000 shares of common stock for $364,000 from Richard Windorski. Mr.
Windorski indicated that these shares had been pledged as collateral for the
promissory notes described above. The Company has requested that legal counsel
review the appropriateness of this agreement.

During the six months ended June 30, 2004, Mr. Richard Windorski, former CEO and
a major stockholder, was employed pursuant to a two-year employment agreement
effective May 25, 2002. The agreement called for a base salary of not less than
$195,000, subject to review for salary increases on an annual basis. The
agreement also provided for the grant of 500,000 stock purchase options to be
executed after six months. During the six months ended June 30, 2004, Mr.
Windorski (or OP Logistics, LP, a company owned by Mr. Windorski) was issued
8,000,000 shares of common stock, with a fair value at the date of issuance of
$1,480,000. Additionally, Mr. Windorski was issued 1,000,000 shares of common
stock pursuant to stock options. These shares had a fair value of $190,000 on
the date of issuance. The Company is unable to determine the consideration
received upon the exercise of the options. Assuming that no consideration was
received, the cashless exercise price is less than the fair market value per
share on the date of grant. The option plan pursuant to which the options were
granted states that the option price for any option granted to a more than 10%
shareholder shall not be less than 110% of the fair market value per share on
the date of grant. The effect on the consolidated financial statements of this
departure from the provisions of the 2004 Plan is unknown.

During the six months ended June 30, 2003, Mr. Richard Windorski (or OP
Logistics, LP, a company owned by Mr. Windorski) was issued 7,050,000 shares of
common stock, with a fair value at the date of issuance of $500,500 (1,300,000
of which were to be issued as of November 2002, with a value of $143,000,
recognized in 2002). Additionally, subsequent to June 30, 2003, Mr. Windorski
was granted options to purchase 1,500,000 shares of common stock at an exercise
price of $0.08, which was less than the fair market value per share on the date
of grant. The option plan pursuant to which the options were granted states that
the option price for any option granted to a more than 10% shareholder shall not
be less than 110% of the fair market value per share on the date of grant. The
effect on the consolidated financial statements of this departure from the
provisions of the 2003 Plan is unknown.

On July 30, 2004, the Company filed a complaint in Superior Court of Pima
County, Arizona, against Richard Windorski. The Company is seeking damages and
injunctive relief, as necessary. The complaint alleges that Mr. Windorski
engaged in numerous schemes related to issuance of the Company's shares,
including receipt of kickbacks related to share issuances. The complaint also
alleges that Mr. Windorski diverted corporate funds without authorization for
his personal benefit, and failed to account for such funds. The complaint states
that additional defendants, including the recipients of the improperly issued
shares, may be named in the future.

                                       10



<PAGE>

During the second quarter of 2004, a stockholder advanced an aggregate of
$46,000 to the Company for working capital. Terms for repayment are being
negotiated.

9. INTANGIBLE ASSETS

During the second quarter of 2004, the Company conducted an impairment
assessment of the goodwill associated with the acquisition of certain assets of
TransMex USA, Inc. Based on this assessment; the Company has recorded an
impairment expense of $105,000, representing the entire amount of the goodwill
related to these assets.

10. COMMITMENTS AND CONTINGENCIES

In January 2004, the Company issued two promissory notes to third parties to
borrow an aggregate principal amount of $1,100,000. Upon receipt of funds from
these notes, the former CEO caused the Company to transfer $500,000 to his
personal account described in Note 8. The notes were settled in full through the
issuance of 11,000 shares of preferred stock (see Notes 4 and 6). Pursuant to
the terms of the issuance of the preferred stock, no funds received by the
Company were to be used to pay down officer debt. Counsel of the Company is
reviewing the agreements and amendments to ascertain if this transfer
constituted an event of default. The Company has received information from a
representative of the third parties that the transfer of funds is a violation of
the terms of the agreement. The effect on the consolidated financial statements
is unknown.

LEGAL PROCEEDINGS

On February 18, 2004, Team Logistics, Inc. and Paul Titus filed a complaint in
the United States District Court for the District of Kansas against the Company,
Richard Windorski and Jeffrey Smuda. The complaint alleges breach of contract,
breach of fiduciary duty/misrepresentation/fraud and civil conspiracy against
the defendants. The claims relate to the acquisition of Team Logistics, Inc
f/k/a Great Plains Transportation, Inc. by the Company. The complaint seeks
specific performance of the acquisition or, in the alternative, recovery of
money damages in excess of $75,000. The Company intends to defend the lawsuit on
several grounds, including lack of consideration.

On July 30, 2004, the Company filed a complaint in Superior Court of Pima
County, Arizona, against its former Chief Executive Officer, Richard Windorski.
The Company is seeking damages and injunctive relief, as necessary. The
complaint alleges that Mr. Windorski engaged in numerous schemes related to
issuance of the Company's shares, including receipt of kickbacks related to
share issuances. The complaint also alleges that Mr. Windorski diverted
corporate funds without authorization for his personal benefit, and failed to
account for such funds. The complaint states that additional defendants,
including the recipients of the improperly issued shares, may be named in the
future.

PAYROLL LIABILITIES

The Company is delinquent in payment of certain of its payroll tax liabilities.
Additionally, the Company has not withheld FICA, Medicare or withholding taxes
on certain cash payments and stock compensation, including stock options. The
Company has accrued an estimated liability for both the employer and employee
portion of FICA and Medicare tax. This estimated liability is an aggregate
accrual of $272,160 at June 30, 2004 and December 31, 2003.

11. GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As
reflected in the accompanying condensed consolidated financial statements, the
Company has a net loss of $8,333,505, a negative cash flow from operations of
$1,093,478, a working capital deficiency of $1,785,861 and a stockholders'
deficiency of $461,684. These factors raise substantial doubt about its ability
to continue as a going concern. The ability of the Company to continue as a
going concern is dependent on the Company's ability to raise additional funds
and become profitable. The condensed consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

                                       11



<PAGE>

Actions have been implemented that have resulted in additional financing,
administrative cost reductions and implementation of policies and procedures
that are expected to have a positive impact on future operations. The Company
continues to evaluate its operations and management anticipates that significant
additional actions will be implemented, including consolidation of operations
and further cost and accounting control functions. Management anticipates that
divestures of certain operations as well as additions of operations may occur
over the next six months. While these activities are not without operational
risk, management believes that implementation of these strategies will result in
increased revenue and reduced costs from operations in the future.

12. SUBSEQUENT EVENTS

Subsequent to June 30, 2004 the Company:

     o    Amended the Certificate of Designation of its Series A preferred stock
          to reduce the conversion rate to 85% of market price, to set a floor
          on the conversion price at $0.01, and to set a ceiling on the
          conversion price of $0.04.

     o    Executed two promissory notes, each in the principal amount of
          $275,000. The notes contain essentially the same terms. Each note
          bears interest at 5% per year. Each note calls for monthly payments of
          $27,500, commencing February 4, 2005, with each payment applied first
          to unpaid accrued interest, with the balance to principal. Any
          remaining principal balance, plus accrued interest, is due and payable
          in full on February 4, 2006. The notes are secured by 6,000,000 shares
          of common stock owned by the Company's president and CEO.

     o    Amended the terms of the 1,500,000 warrants described in Note 6 to
          adjust the exercise price to $0.10 per share.

     o    Filed a complaint in Superior Court of Pima County, Arizona, against
          its former Chief Executive Officer, Richard Windorski. The Company is
          seeking damages and injunctive relief, as necessary. The complaint
          alleges that Mr. Windorski engaged in numerous schemes related to
          issuance of the Company's shares, including receipt of kickbacks
          related to share issuances. The complaint also alleges that Mr.
          Windorski diverted corporate funds without authorization for his
          personal benefit, and failed to account for such funds. The complaint
          states that additional defendants, including the recipients of the
          improperly issued shares, may be named in the future.


13. CONCENTRATIONS

For the six months ended June 30, 2004, the Company had one customer which
accounted for approximately 11% of net revenue. For the six months ended June
30, 2003, the Company had three customers which accounted for approximately 76%
of net revenue.

14. RECEIVABLES SOLD WITH RECOURSE

The Company's subsidiary, JBP Express, Inc., sells the majority of its accounts
receivable to a bank. The agreement provides that the bank may require the
Company to repurchase any receivable if any minimum payment due on such
receivable remains unpaid following 120 days after its invoice date. The bank
retains a portion of the purchase price of the receivables as a reserve for the
satisfaction of the repurchase obligation. The bank holds a security interest in
substantially all of the assets of JBP Express, Inc., as well as the personal
guarantees of the former owners of JBP Express, Inc. At June 30, 2004, the
Company was contingently liable for the repurchase of $388,070 of accounts
receivable. The reserve account had a balance of $53,397 at June 30, 2004, which
is shown as restricted cash on the accompanying balance sheet.

Accounts receivable are comprised of the following at June 30, 2004:

          Receivables sold                   $    388,070
          Proceeds received                      (388,070)
                                             -------------
                                                       --
          Other accounts receivable, net          193,795
                                             -------------
                                             $    193,795
                                             =============

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

Except for historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements include, but are not limited to, statements regarding
future events, our plans and expectations, financial projections and performance
and acceptance of our products in the marketplace. As a result of numerous
factors, some of which are identified herein, our actual results could differ
materially from those discussed below.

                                       12



<PAGE>

OVERVIEW

OrderPro Logistics, Inc. supplies transportation, freight brokerage, packaging
assessment, private fleet management and procurement management services
directly and through its subsidiaries. OrderPro provides on-site logistics
management, process improvement consulting, claims management, warehouse
storage, private fleet management and delivery and product assembly. OrderPro
integrates all customer shipping needs from order entry through successful
delivery.

The corporate headquarters are currently located in the Northwest Corporate
Center, 7400 North Oracle Road, Tucson, Arizona. OrderPro and its subsidiaries
had approximately 70 employees as of June 30, 2004.

In May, 2004, Richard L. Windorski, our former president and chief executive
officer, resigned and was replaced by Jeffrey M. Smuda. Following the
resignation of Mr. Windorski, the board of directors and management undertook an
evaluation of OrderPro's corporate structure and company operations. Many areas
requiring action, improvement, development or further evaluation were
identified. As a result, actions have been implemented that have resulted in
administrative cost reductions and implementation of policies and procedures
that are expected to have a positive impact on future operations. OrderPro
continues to evaluate its operations and management anticipates that significant
additional actions will be implemented, including consolidation of operations
and further cost and accounting control functions. Management anticipates that
possible divestures of certain operations as well as additions of operations may
occur over the next six months. While these activities are not without
operational risk, management believes that implementation of these strategies
will result in increased revenue and reduced costs from operations in the
future. Management believes it can finance these activities with its current
cash and cash generated from operations.

In addition, management investigated numerous activities conducted by Mr.
Windorski while he was the chief executive officer. This investigation resulted
in OrderPro filing a lawsuit against Mr. Windorski. See "Legal Proceedings"
below. The investigation of the activities is ongoing and OrderPro anticipates
that additional parties will be named as defendants in the lawsuit. While the
lawsuit will divert management attention and company resources, management
believes that prosecution of the lawsuit will ultimately recover company assets
and enhance shareholder value.

Our operations are subject to substantial risks inherent in the operation,
consolidation and development of diverse businesses operating in the
transportation industry. The likelihood of our success must be considered in
light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with integrating new business lines,
including uncertainty as to cohesiveness of overall operations, expenses and
competition. There is no assurance that our operations will result in cash flow
sufficient to finance the growth of our business or to pay off our existing debt
obligations.

We need significant additional capital to execute our plan of operations. As set
forth in the notes to our audited consolidated financial statements for the year
ended December 31, 2003, based upon our prior net loses, negative cash flow from
operations, working capital deficiencies and stockholders' deficit, our auditors
have raised substantial doubt as to our ability to continue as a going concern.
As stated above, actions have been implemented that have resulted in
administrative cost reductions and implementation of policies and procedures
that are expected to have a positive impact on future operations. OrderPro
continues to evaluate its operations and management anticipates that significant
additional actions will be implemented, including consolidation of operations
and further cost and accounting control functions. While we face substantial
risks and uncertainty, management believes that the recent additional financing,
as well as our efforts to increase revenue and control costs will allow us to
continue to operate for the next twelve months. However, due to the substantial
risks involved in our operations, there can be no assurance that our operations
will ultimately be profitable or that we will be able to continue operations as
currently conducted.

                                       13



<PAGE>

RESULTS OF OPERATIONS

The following discussion provides information that we believe will help you
understand our financial statements, and should be read along with our financial
statements and related notes included in this Form 10-QSB and with the audited
consolidated financial statements and related notes included in our Annual
Report on Form 10-KSB for the year ended December 31, 2003.

OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2003

OrderPro suspended operations during the second quarter of 2002, to focus its
efforts on completing its listing on the OTCBB. This was accomplished in
September, 2002. The Company resumed its planned operating activities in
November of 2002, through the acquisition of the assets of Great Plains
Transportation, Inc. However, for accounting purposes, this acquisition was not
considered consummated, since the Company did not take effective control and
possession of the assets and operations to be acquired. The cash transactions
were maintained in a bank account over which the Company had no signature or
authority and daily transactions and operations were initiated by an employee
carried over from the previous ownership. The previous owner contributed
significant amounts of cash to maintain operations of the acquired assets. The
activity of the Great Plains assets has been removed from the financial
statements. The Company's operations actually resumed, then, with the
acquisition of the assets of TransMex in February 2003. OrderPro also completed
the acquisitions of All American Assemblies and JBP Express in October 2003.
As a result of the suspension of operations in 2002, the resumption of
operations in late February 2003, and the late 2003 acquisitions
included in 2004 operations, comparisons between the 2004 and 2003 periods
presented are not meaningful.

For the six months ended June 30, 2004, revenue was $2,165,680, cost of revenue
was $1,894,332 and gross profit was $271,348, or 12.5% of revenue.

Operating expenses for the 2004 period totaled $8,002,768. Compensation and
related costs were $6,936,255. Of that amount, $5,232,867 was paid through the
issuance of common stock. An additional amount of $1,003,361 is attributable to
the fair value of stock options issued. Significant other operating expenses
include professional fees of $609,652, rent of $60,037, telephone of $54,835,
factor and bank fees of $63,708 and travel and entertainment of $33,105. The
Company also recorded an impairment of goodwill during 2004 of $105,000. This is
related to the goodwill recorded in the acquisition of TransMex in February
2004.

For 2004 other expenses include interest expense of $25,388, financing costs of
$574,697 (which include non-cash charges of $324,808 related to the beneficial
conversion feature of the Company's preferred stock and warrants issued in the
settlement of notes payable) and a non-cash charge for a beneficial conversion
feature of the Company's convertible debentures of $2,000.

For the 2003 period, revenue was $127,414, cost of revenue was $136,782 and
gross loss was $9,368. The revenue resulted from the acquisition of the TransMex
operations in late February.

Operating expenses for 2003 totaled $1,490,285. Compensation and related costs
were $1,117,011. Of that amount, $1,075,261 was paid through the issuance of
common stock. The Company incurred costs of $53,102 which were related to the
continued development of software. Costs related to the software have been
expensed as incurred. Other operating expenses include professional fees of
$49,945, business development costs of $138,868 and rent of $45,770.

For 2003 other expenses include interest expense of $81,923 and a non-cash
charge for a beneficial conversion
feature of the Company's convertible debentures of $135,749.

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

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

                                       14



<PAGE>

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

The net result on operations of the restatement for 2003 is to increase net loss
by approximately $610,000. Loss per share increased to $(0.07) from $(0.05).

OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THE THREE
MONTHS ENDED JUNE 30, 2003

As stated above, OrderPro suspended operations during the second quarter of
2002.The Company's operations actually resumed with the acquisition of the
assets of TransMex in February 2003. OrderPro completed the acquisitions of All
American Assemblies and JBP Express in October 2003. As a result of the
suspension of operations in 2002 and the resumption in late February 2003, along
with the late 2003 acquisitions, comparisons between the 2004 and 2003 periods
are not meaningful.

For the three months ended June 30, 2004, revenue was $1,178,678, cost of
revenue was $1,015,507 and gross profit was $163,171, or 13.8% of revenue.

Operating expenses for the 2004 period totaled $2,160,387. Compensation and
related costs were $1,522,515. Of that amount, $913,500 was paid through the
issuance of common stock. An additional amount of $158,035 is attributable to
the fair value of stock options issued. Significant other operating expenses
include professional fees of $422,790, rent of $30,339, telephone of $30,273,
factor and bank fees of $30,972 and travel and entertainment of $14,165. The
Company also recorded an impairment of goodwill during 2004 of $105,000. This is
related to the goodwill recorded in the acquisition of TransMex in February
2004.

For 2004 other expenses include interest expense of $8,942 and financing costs
of $13,889, related to shares sold at a discount to market value.

For the 2003 period, revenue was $71,492, cost of revenue was $58,849 and gross
profit was $12,643, or 17.7% of revenue. The revenue resulted from the
acquisition of the TransMex operations in late February.

Operating expenses for 2003 totaled $973,515. Compensation and related costs
were $860,719. Of that amount, $825,511 was paid through the issuance of common
stock. The Company incurred costs of $23,255 which were related to the continued
development of software. Costs related to the software have been expensed as
incurred. Other operating expenses include professional fees of $39,595, rent of
$24,424 and insurance of $15,083.

For 2003 other expenses include interest expense of $71,377 and a non-cash
charge for a beneficial conversion
feature of the Company's convertible debentures of $67,943.

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

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

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

The net result on operations of the restatement for 2003 is to increase net loss
by approximately $439,000. Loss per share increased to $(0.04) from $(0.02).

                                       15



<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash used for operating activities was approximately $1,093,000 in 2004 as
compared to approximately $345,000 in 2003. The use of cash in 2004 is the
result of a net loss of approximately $8,333,000, partially offset by non-cash
charges of approximately $7,208,000, and a net change in operating assets and
liabilities of approximately $32,000. For 2003, a loss of approximately
$1,717,000 was partially offset by non-cash charges of approximately $1,080,000
and a net change in operating assets and liabilities of approximately $292,000.

Cash used in investing activities for property and equipment and acquisitions
was approximately $119,000 in 2004, with no use of cash in 2003.

Cash generated by financing activities was approximately $1,225,000 in 2004, as
compared to approximately $361,000 in 2003. During 2004, the Company received
net proceeds of $864,000 from the issuance of promissory notes, approximately
$628,000 from the sale of common stock (including the exercise of options) and
approximately $28,000 from cash overdrafts in bank accounts. The Company repaid
notes payable in the amount of approximately $81,000 and had net transfers of
cash to related parties of approximately $214,000. During 2003, the Company
received approximately $182,000 from the sale of debentures and net transfers of
cash from related parties of approximately $179,000.

At June 30, 2004 the Company had cash of approximately $23,000, which is offset
by overdrafts of approximately $80,000. The Company expects that it will need to
obtain additional debt and equity financing to maintain operations in 2004.

OrderPro had a net working capital deficit at June 30, 2004. The Company is
attempting to raise additional debt or equity capital to allow it to expand the
current level of operations. Actions have been implemented that have resulted in
additional financing, administrative cost reductions and implementation of
policies and procedures that are expected to have a positive impact on future
operations.

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As
reflected in the accompanying condensed consolidated financial statements, the
Company has a net loss of $8,333,505, a negative cash flow from operations of
$1,093,478 and a working capital deficiency of $1,785,861. These factors raise
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company's
ability to raise additional funds and become profitable. The condensed
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

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

During August 2004 OrderPro amended the Certificate of Designation of its
Series A convertible preferred stock to reduce the conversion rate to 85% of
market price, to set a floor on the conversion price at $0.01, and to set a
ceiling on the conversion price of $0.04.

Also during August, 2004 OrderPro executed two promissory notes, each in the
principal amount of $275,000. The notes contain essentially the same terms. Each
note bears interest at 5% per year. Each note calls for monthly payments of
$27,500, commencing February 4, 2005, with each payment applied first to unpaid
accrued interest, with the balance to principal. Any remaining principal
balance, plus accrued interest, is due and payable in full on February 4, 2006.
The notes are secured by 6,000,000 shares of common stock owned by the Company's
president and CEO.

                                       16



<PAGE>

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

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

FACTORS AFFECTING FUTURE PERFORMANCE

Except for historical information contained herein, this Form 10-QSB contains
express or implied forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. We intend that forward-looking statements be subject to the safe harbors
created thereby. We may make written or oral forward-looking statements from
time to time in filings with the SEC, in press releases, quarterly conference
calls or otherwise. The words "BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS,"
"FORECASTS," "PROJECTS," "PLANS," "ESTIMATES" and similar expressions identify
forward-looking statements. Forward-looking statements reflect our current views
with respect to future events and financial performance or operations and speak
only as of the date the statements are made.

Forward-looking statements involve risks and uncertainties and readers are
cautioned not to place undue reliance on forward-looking statements. Our actual
results may differ materially from such statements. Factors that cause or
contribute to the differences include, but are not limited to, those discussed
elsewhere in this Form 10-QSB, as well as those discussed in our Annual Report
on Form 10-KSB for the year ended December 31, 2003, including those in the
Notes to Financial Statements.

Although we believe that the assumptions underlying the forward-looking
statements are reasonable, any of the assumptions could prove inaccurate and,
therefore, there can be no assurance that the results contemplated in
forward-looking statements will be realized. The inclusion of forward-looking
information should not be regarded as a representation that the future events,
plans or expectations contemplated will be achieved. We undertake no obligation
to publicly update, review or revise any forward-looking statements to reflect
any change in our expectations or any change in events, conditions or
circumstances on which any forward-looking statements are based. Our filings
with the SEC, including the Form 10-KSB referenced above, may be accessed at the
SEC's Web site, www.sec.gov.

ITEM 3. CONTROLS AND PROCEDURES

OrderPro's Chief Executive Officer conducted an evaluation of the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report. Based on this evaluation, our Chief Executive Officer concluded
that our disclosure controls and procedures were effective as of June 30, 2004
in alerting him in a timely manner to material information required to be
included in our SEC reports. In addition, no change in our internal control over
financial reporting occurred during the fiscal quarter ended June 30, 2004 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

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<PAGE>

PART 2: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On February 18, 2004, Team Logistics, Inc. and Paul Titus filed a complaint in
the United States District Court for the District of Kansas against the Company,
Richard Windorski and Jeffrey Smuda. The complaint alleges breach of contract,
breach of fiduciary duty/misrepresentation/fraud and civil conspiracy against
the defendants. The claims relate to the acquisition of Team Logistics, Inc
f/k/a Great Plains Transportation, Inc. by the Company. The complaint seeks
specific performance of the acquisition or, in the alternative, recovery of
money damages in excess of $75,000. The Company intends to defend the lawsuit on
several grounds, including lack of consideration.

On July 30, 2004, the Company filed a complaint in Superior Court of Pima
County, Arizona, against its former Chief Executive Officer, Richard Windorski.
The Company is seeking damages and injunctive relief, as necessary. The
complaint alleges that Mr. Windorski engaged in numerous schemes related to
issuance of the Company's shares, including receipt of kickbacks related to
share issuances. The complaint also alleges that Mr. Windorski diverted
corporate funds without authorization for his personal benefit, and failed to
account for such funds. The complaint states that additional defendants,
including the recipients of the improperly issued shares, may be named in the
future.

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

During the three months ended June 30, 2004, a total of 4,870,833 shares of our
common stock were issued, 2,954,167 of which were issued primarily at the
direction Richard Windorski, our former chief executive officer. OrderPro
received various consideration for the shares, including cash, debt relief and
services. Shares totaling 4,620,833 were purportedly issued pursuant to a Form
S-8 registration statement. However, the amount of shares purportedly issued
under the Form S-8 exceeded the number of shares subject to such registration.
Current management believes that certain transactions purportedly issued under
the Form S-8 were not appropriately issued under this registration statement.
The transactions comprising a substantial number of the shares issued in the
three months ended June 30, 2004, as well as a substantial number of previous
share issuances, are currently under internal investigation by OrderPro and may
result in other parties being named in the litigation pending against Mr.
Windorski. See "Legal Proceedings" above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

At June 30, 2004 there were outstanding $99,425 of convertible debentures which
are past due and in default.

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

Not Applicable

ITEM 5. OTHER INFORMATION.

Not Applicable

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

(a)Certifications

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

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

(b) Reports on Form 8-K:

Current Reports on Form 8-K were filed as follows:

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

Date of Report: August 2, 2004, Items Reported: 5 and 7

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<PAGE>

SIGNATURES

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

ORDERPRO LOGISTICS, INC.

(Registrant)

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

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