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

                                   FORM 10-QSB

                                QUARTERLY REPORT
        Under Section 13 or 15(d) of The Securities Exchange Act of 1934


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


For the Quarter Ended September 30, 2003          Commission File Number 0-30857


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


               7400 North Oracle Road, Suite 162, 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 September 30, 2003: 48,858,092

Transitional Small Business Disclosure Format: [ ] YES [X] NO
<PAGE>
On August 28, 2003, the accounting firm of James C. Marshall, CPA, P.C. was
dismissed by OrderPro Logistics, Inc. The firm of Weinberg & Co., P.A. was
retained by the company to act as its auditor. The new auditing firm has not yet
had the opportunity to accomplish a comprehensive audit of the Company and is,
therefore, not in a position to submit reports and opinions on the financial
status of the Company.

OrderPro Logistics, Inc. is submitting this unaudited and unreviewed quarterly
report to maintain compliance with SEC reporting requirements. An audited and,
if necessary, adjusted report will be submitted immediately following completion
of the auditing procedures by Weinberg & Co., P.A.

                                       1
<PAGE>
                                TABLE OF CONTENTS

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

   Item 1. - Financial Statements (Unaudited)                                  3

       Consolidated Balance Sheet as of September 30, 2003                     3

       Consolidated Statement of Operations for the three months
       ended September 30, 2003                                                4

       Consolidated Statement of Stockholders' Equity for the three months
       ended September 30, 2003                                                5

       Consolidated Statement of Cash Flows for the three months
       ended September 30, 2003                                                6

       Notes to Consolidated Financial Statements                              7

   Item 2. - Management's Discussion and Analysis                             12

   Item 3. - Controls and Procedures                                          16

PART II - OTHER INFORMATION

   Item 1. Legal Proceedings                                                  17
   Item 2. Changes in Securities and Use of Proceeds                          17
   Item 3. Defaults Upon Senior Securities                                    17
   Item 4. Submission of Matters to a Vote of Security Holders                17
   Item 5. Other Information                                                  17
   Item 6. Exhibits and Reports on Form 8-K                                   17

SIGNATURES                                                                    18

                                       2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                               September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                           September 30,
                                                                               2003
                                                                           -----------
<S>                                                                        <C>
                                     ASSETS
Current Assets
 Accounts receivable - trade net of allowance for doubtful accounts        $    58,831
 Current Assets                                                              1,330,983
                                                                           -----------

 Total Current Assets                                                        1,389,814
                                                                           -----------

Property and equipment, net of accumulated depreciation                         32,965
Purchased and internally developed software, net of amortization               537,260
Customer Lists and Goodwill                                                    425,428

      Total Assets                                                         $ 2,385,467
                                                                           ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
 Accounts payable                                                              644,010
 Accrued liabilities                                                           166,784
 Note payable                                                                  133,120
 Due to officer                                                                495,441
 Convertible debentures                                                        331,703
                                                                           -----------

 Current liabilities                                                         1,771,058


Stockholder's Equity
 Common stock, $.0001 par value, 100,000,000 shares authorized,
  48,858,092 shares issued and outstanding at September 30, 2003                 4,886
 Additional paid-in capital                                                  5,694,092
 Accumulated deficit                                                        (5,084,569)
                                                                           -----------

      Total Stockholders' Equity (Deficit)                                     614,409
                                                                           -----------

      Total Liabilities and Stockholders' Equity                           $ 2,385,467
                                                                           ===========
</TABLE>

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

                                       3
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                    For three months ended September 30, 2003
                                   (Unaudited)

                                                             September 30, 2003
                                                             ------------------

Revenue                                                        $    317,159

Expenses
 Employee costs                                                      70,965
 Professional Services                                              345,355
 Travel & Entertainment                                               6,173
 Other Operating                                                    428,886
                                                               ------------
      Total Costs                                                   851,379
                                                               ------------

Loss before income tax benefit                                     (534,220)

Benefit of income taxes                                                  --
                                                               ------------

Net Loss                                                       $   (534,220)
                                                               ============
Loss per common share
    Basic                                                      $    (0.0109)
                                                               ============

    Diluted                                                    $    (0.0109)
                                                               ============
Weighted average shares outstanding
    Basic                                                        48,858,092
                                                               ============

    Diluted                                                      48,858,092
                                                               ============

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

                                       4
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                 Consolidated Statement of Stockholders' Equity
                  For the three months ended September 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            Common Stock            Additional
                                       ----------------------        Paid In       Accumulated
                                       Shares          Amount         Capital        Deficit          Total
                                       ------          ------         -------        -------          -----
<S>                               <C>             <C>            <C>            <C>              <C>
Balance at June 30, 2003             37,352,425      $   3,735      $4,892,392     $(4,550,349)     $345,778

Conversion of debentures to           2,314,000            231         115,700                       115,931
 common stock

Exchange of stock for services/       9,191,667            919         686,000                       686,919
 accounts payable

Net loss                                                                              (534,220)     (535,220)
                                    -----------      ---------      ----------     -----------      --------

Balance at September 30, 2003        48,858,092          4,886      $5,694,092     $(5,084,569)      614,409
                                    ===========      =========      ==========     ===========      ========
</TABLE>

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

                                       5
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                      Consolidated Statement of Cash Flows
                  For the three months ended September 30, 2003
                                   (Unaudited)

                                                              September 30, 2003
                                                              ------------------

Loss from operations                                              $ (534,221)
  Adjustments to reconcile net loss from operations
    to net cash provided by (from) operating activities:
    Amortization and depreciation                                     42,409
    Issuance of stock for services
Changes in operating assets and liabilities
   (Increase) decrease in accounts receivable                        (38,725)
   (Increase) decrease in prepaid expenses                          (446,889)
   Increase (decrease) in bank overdraft                                   0
   Increase (decrease) in accounts payable                           (35,866)
   Increase (decrease) in accrued liabilities                         (4,052)
                                                                  ----------

     Net Cash (Used) by Operating Activities                      (1,017,344)
                                                                  ----------
Cash Flows From Investing Activities
  Acquisition of property, equipment, software and
   customer and vendor data                                         (174,913)
                                                                  ----------

     Net Cash (Used) by Investing Activities                        (174,913)
                                                                  ----------
Cash Flows From Financing Activities
  Advances by officer, net                                            32,251
  Paid in Capital                                                  1,270,688
                                                                  ----------
  Proceeds from/conversions of convertible debentures               (114,175)
                                                                  ----------

     Net Cash Provided by Financing Activities                     1,188,764
                                                                  ----------

Net increase (decrease) in cash                                       (3,493)

Cash at beginning of period                                           (8,182)
                                                                  ----------

Cash at end of period                                                (11,675)
                                                                  ==========
Supplemental Disclosures
  Interest expense                                                     5,505
   Non-cash issues: stock issued for services                        104,000


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

                                       6
<PAGE>
                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                   Consolidated Notes to Financial Statements
                 For the three months ending September 30, 2003


Note 1. The Company

The unaudited financial statements included herein were prepared from the
records of OrderPro Logistics, Inc. (the Company) in accordance with generally
accepted accounting principles and reflect all adjustments that 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, 2002. 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. Results of operations in interim periods are not necessarily
indicative of results to be expected for a full year.

OrderPro Logistics, Inc. was incorporated in the state of Arizona on May 12,
2000. 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, Inc. on September 29,
2000. In conjunction with the acquisition, the Company had a reorganization of
its equity to establish a par value of $0.0001 per share and to accomplish a
6.20-shares-for-one split in 2000.

OrderPro Logistics, Inc. provides innovative and cost-effective logistics
solutions. The strength of the Company lies in the ability to combine expertise
with technology to achieve the customer's objective. The Company is at the
forefront of web-enabled transportation technology and is positioned for ongoing
growth in business and profits. OrderPro Logistics, Inc. combines experience, a
track record of success in the transportation industry, and proprietary software
to integrate the power of the Internet with daily transportation needs to
achieve cost-efficient shipping.

     *    OrderPro(TM) provides an extensive communications and information
          system that ties together our network of employees, carriers and
          customers. This revolutionary program allows users to gain total
          control over their shipping departments through a comprehensive suite
          of customized tools.
     *    The 3PL (Third-Party Logistics) Program assists organizations by
          developing a coherent business strategy. Employees of OrderPro
          Logistics, Inc. work with customers to develop a comprehensive project
          plan, deploy a project team to initiate the plan, and remain with the
          customer through implementation.
     *    Freight Management includes all major modes of transportation
          including Truckload, LTL, intermodal, air, and ocean freight. OrderPro
          Logistics, Inc. provides the expertise and information to determine
          the most cost-effective methods for the shipment of freight.

Management Plans

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations
since inception, 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.

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.

                                       7
<PAGE>
Note 2. Significant Accounting Policies

Consolidation - The consolidated financial statements include the accounts of
the Company and its subsidiary. All intercompany accounts and transactions were
eliminated.

Revenue and Expense Recognition - The Company recognizes 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 the
shipment for which the Company is liable. Where the Company does not assume the
liability for payment of expenses or risk of collection, it recognizes
commission upon performance of services.

Accounts Receivable - The Company recognizes revenue based on its revenue
recognition policy and provides an allowance for doubtful accounts based on the
Company's evaluation of credit worthiness and collection prospects for each
client. At September 30, 2003 all amounts, net of the allowance for doubtful
accounts, 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 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 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 Accounts 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 production of
internal-use software. The amount capitalized as an asset of the Company is
being depreciated over its estimated economic life.

Customer and Vendor Data - In June 2001 the Financial Accounting Standards Board
issued Statement 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 useful lives of the
assets while those with indefinite lives are not to be amortized. The Company
purchased customer lists and related database information used to speed order
matching and the pricing process.

Impairment of Long-lived Assets - In August 2001 the Financial Accounting
Standards Board issued Statement No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS, which superseded FASB Statement No. 121,
ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO
BE DISPOSED OF, and the accounting and reporting provisions of APB Opinion No.
30, REPORTING THE RESULTS OF OPERATIONS-REPORTING THE EFFECTS OF DISPOSAL OF A
SEGMENT OF A BUSINESS, AND EXTRAORDINARY, UNUSUAL AND INFREQUENTLY OCCURRING
EVENTS AND TRANSACTIONS, for the disposal of a segment of a business. Statement
No. 144 requires that those long-lived assets be measured at the lower of
carrying amount or fair value less cost to sell, whether reporting in continuing
operations or in discontinued operations. The provisions of Statement No. 144
are effective for financial statements issued for fiscal years beginning after
December 2001. This statement has not had a material impact on the financial
condition or results of operations.

Income Taxes - The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109, which requires the use of
an asset and liability method of accounting. Under this method, deferred tax

                                       8
<PAGE>
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
carry-forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

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

Note 3. Property and Equipment

Property and equipment consist of the following:

                                                              September 30, 2003
                                                              ------------------
     Computers                                                  $   27,293.85
     Machinery & equipment                                          21,000.00
     Furniture and equipment                                        14,299.00
                                                                -------------

     Less:  accumulated depreciation                               (38,321.37)
                                                                -------------

     Total Furniture and Equipment                              $   24,271.48
                                                                =============

Depreciation and amortization expense for the three months ended September 30,
2003 was $4,448.02.

Note 4. Purchased and Internally Developed Software and Customer and Vendor Data

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.

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.

                                       9
<PAGE>
Purchased and internally developed software consist of the following:

                                                              September 30, 2003
                                                              ------------------
     Software                                                  $   818,289.14
                                                               --------------

     Less:  accumulated depreciation                              (281,029.40)
                                                               --------------

     Total Software                                            $   537,259.74
                                                               ==============

Amortization of software costs for the three months ending September 30, 2003
was $29,524.70.

Note 5. Notes Payable

The note payable owed to Paul Titus, and all other obligations resulting from
the purchase and operations of Great Plains Transportation, has been
renegotiated and will be settled in October 2003 with a cash payment of $44,500
and issuance of 289,700 shares of OrderPro Logistics stock.

Note 6. Convertible Debentures

The Company has issued debentures for cash and services provided to the Company.
These debentures bear interest at a rate of 10% per annum. Also, in November
2002, the Company issued debentures for the acquisition of Great Plains
Transportation. The conversion rates into 1 share of common stock range from
$0.05 to $0.30 (depending on the debenture agreement) of principal amount of
debenture converted. As of September 30, 2003 the Company has outstanding
convertible debentures in the amount of $331,703.80.

Note 7. Income Taxes

For the third quarter of 2003, at September 30, 2003, the Company has
approximately $534,220 of net operating losses available to offset future income
tax liability. There is no certainty as to the timing of such recognition nor
that the Company will be able to fully utilize these amounts. The effect of
recognizing the tax effect of the loss for the period ended September 30, 2003
resulted in a deferred income tax asset of $0 after being offset by an equal
valuation allowance.

Future realization of the net deferred tax assets is dependent on generating
sufficient taxable income prior to the expiration of the respective carry
forwards. Tax effects are based on a 7.0% state and a 34.0% federal income tax
rate for a net combined rate of 41.0%. The realized net operating losses expire
over the next twenty years for federal income tax purposes and five years for
state income tax purposes.

Note 8. Related Party Transactions

At September 30, 2003 the Company has a liability to an officer and director of
the Company in the amount of $495,441.31. The amount is to be repaid over three
years and bears interest at a rate of 7.0% per annum.

                                       10
<PAGE>
Note 9. Lease Commitments

Current facilities for company headquarters are located in the Northwest
Corporate Center at 7400 North Oracle Road, Tucson, Arizona. The lease terms of
$3,521.00 per month ended on May 31, 2003. Currently, the Company is renting
these offices on a month-to-month basis. Great Plains Transportation facilities
are located at 6505 East I-35 Frontage Road, City of Merriam, County of Johnson,
and State of Kansas. The lease is with The Neighborhood Group, Inc., Managing
Agent for D & R partners, Inc. dba Courtside Offices. The monthly lease payment
is $875.00 through December 31, 2003.

Note 10. Stockholder's Equity

The Company has 100,000,000 shares of $0.0001 par value stock authorized and
48,858,092 shares outstanding at September 30, 2003.

Note 11. Operations and Employee Costs

Because operations were substantially curtailed during 2002 and the first half
of 2003 while all available resources were devoted to the initial development of
the business plan, revenue was minimal and operating expenses were significantly
reduced. A small team of dedicated individuals devoted their time and energy to
the tasks necessary for the successful achievement of the goals described in the
foregoing paragraphs. The Board of Directors recognizes the critical
contributions of these key employees and compensated them for their ongoing
efforts and support by granting shares of restricted common stock.

                                       11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

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. These statements
are forward-looking 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. 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
discussed in this report. All forward-looking statements contained in this
report are qualified in their entirety by this cautionary statement.

OVERVIEW

OrderPro Logistics, Inc. acquired FifthCAI, Inc., a public shell corporation, in
a capital transaction accompanied by a stock recapitalization in 2000. In
conjunction with the acquisition, the Company had a reorganization of its equity
to establish a par value of $0.0001 per share and to accomplish a
6.20-shares-for-one split prior to December 31, 2000.

OrderPro Logistics, Inc. is a customer-oriented provider of innovative and
cost-effective logistics solutions. With expertise in multi-modal transportation
management, OrderPro Logistics, Inc. provides complete supply chain management,
including transportation services, freight brokerage, on-site logistics
management, packaging assessment, process improvement consulting, claims
management, private fleet management and procurement management.

     *    LEADING TECHNOLOGY: OrderPro Logistics, Inc. combines shipping
          expertise with web-enabled proprietary software to bring profitable
          innovation to the transportation industry. The technology of
          OrderPro(TM) provides "real-time", national rate quoting by
          carriers/rate/performance/value criteria to maximize inbound-outbound
          savings, and complete on-site logistics management services. This is
          complimented by detailed management reporting to allow for complete
          visibility of all transportation activities nationwide.

     *    ACQUISITION STRATEGY: OrderPro Logistics, Inc. has launched its
          expansion initiatives by closing on the acquisitions of transportation
          companies that are currently operating in markets strategic to the
          Company's growth plan. These acquisitions will increase the service
          capability and customer base of OrderPro Logistics, Inc. Current
          acquisition candidates, acquired and in process, total revenues of
          approximately $40 million.

     *    REVENUE SHARING AGREEMENTS: OrderPro Logistics, Inc. has implemented
          an aggressive third-party logistics business development plan focused
          on contracting with manufacturers to provide efficient and
          cost-effective logistics management services combined with
          revenue-sharing agreements. The addition of small-to-medium sized
          logistics customers will provide an estimated $5 million in revenue
          during 2004.

                                       12
<PAGE>
     *    RAPID PAY PROGRAM: OrderPro Logistics, Inc. recognizes the critical
          contribution of freight carriers to the success of the Company. A
          primary objective is to build and maintain carrier loyalty by offering
          accelerated payment for services. Trucking companies typically provide
          lower cost services when receiving rapid payment, thereby enhancing
          the Company's profit potential.

     *    CUSTOMER SYNERGIES: The expanding base of companies and customers of
          OrderPro Logistics, Inc. will create opportunities not previously
          available for efficiencies, synergies and truckload optimization. This
          is core to profitable revenue growth and deep customer penetration.

RESULTS OF OPERATIONS

OrderPro Logistics, Inc. is a Nevada corporation with headquarters located in
Tucson, Arizona. During September of FY2000, OrderPro Logistics, Inc. (an
Arizona corporation), merged with FifthCAI, Inc. (a Nevada public corporation),
and changed the name of FifthCAI, Inc. to OrderPro Logistics, Inc. Operations of
the business activities began July 1, 2000.

OrderPro Logistics, Inc. received the customer base and software systems from
EMC Transportation, a private corporation owned by the founder of OrderPro
Logistics, Inc., Richard L. Windorski, through a transaction between Mr.
Windorski and the newly created OrderPro Logistics, Inc. EMC Transportation was
a transportation broker with annual revenues of approximately two (2) million
dollars for the period from FY1997 through FY1999. The business of EMC
Transportation was merged into the new company as of June 30, 2000, becoming the
basis of the newly created OrderPro Logistics, Inc.

OrderPro Logistics, Inc. was created to capture the potential of the Internet in
the transportation and logistics business employing new and innovative
processes. These processes include features that provide benefits throughout
customer distribution resulting in reduced costs of operations while providing
real-time management reporting features. OrderPro Logistics, Inc. provides
complete supply chain management, including transportation services, freight
brokerage, on-site logistics management, packaging assessment, process
improvement consulting, claims management, private fleet management and
procurement management.

OrderPro Logistics, Inc. will pursue a well-planned business strategy to
accelerate its revenue plan, increase its asset base, and achieve its goal of
serving a more diversified customer network. OrderPro Logistics, Inc. proposes
to create a successful consolidated organization by expanding its 3PL
(Third-Party Logistics) Program, by incorporating its value-added formula, by
utilizing its internet-based management system, and by offering the inherent
strength of its executives, employees, consultants and corporate alliances.

                                       13
<PAGE>
All the Company operations are currently under the direction of Mr. Jeffrey M.
Smuda, President and COO. The positions of Chief Financial Officer, Director of
Information Systems, and Director of Public Relations are directly responsible
to the President & COO. All finance, human resources, software development,
website design, customer service, and dispatch operations are performed at the
corporate office located in Tucson, Arizona.

All shipments originating at contracted 3PL sites, and through normal freight
brokerage operations, are coordinated by Tucson dispatch operations to insure
that optimum shipping efficiencies are maintained. Logistics operations are
performed at the customer's location and involve a full range of traffic
management functions for the coordination and shipment of freight. Additionally,
consulting services are available for a variety of materials functions,
including packaging design, procurement methods, production control, inventory
control, scheduling, and systems design.

The freight brokerage business includes both call-in and Internet servicing of
customers by personnel at corporate headquarters. On-site logistics managers,
with support personnel at corporate headquarters, fill contracted logistics
customers' needs. The use of the Internet and other electronic data exchange
mediums enables real-time, seamless integration of both functional areas.

The corporate headquarters is currently located in the Northwest Corporate
Center, 7400 North Oracle Road, Tucson, Arizona. A new five-year lease is being
negotiated to significantly expand the office space while disproportionately
decreasing the overhead costs associated with the move. This is a critical
accomplishment that will allow for the necessary staffing expansion and
presentation facilities necessary to execute the Business Plan successfully. The
expense of maintaining internal operations will not be costly. Additional
personnel and equipment needed to sustain operational viability are planned as
part of the orderly execution of the Company's Business Plan. Current and
additional logistics business handled on-site for the customer is centrally
monitored at the Company headquarters and managed at the customer site with a
logistics specialist and minimal on-site equipment.

OrderPro Logistics, Inc. is pursuing a regionally focused acquisition strategy
to accelerate its revenue plan and achieve its goal of serving a broader and
more diversified customer network. The Company proposes to create a highly
viable transportation broker/logistics management company that provides services
by utilizing its Internet and proprietary software systems. The Company strives
to locate acquisition and merger candidates that compliment their core business
and are already successfully positioned in target markets with a track record of
serving a viable and assumable customer base.

Great Plains Transportation: In November of 2002 OrderPro Logistics, Inc.
acquired Great Plains Transportation based in Kansas City, Kansas. Great Plains
Transportation operates within the Midwest and Northeast regions, where freight
is abundant regardless of industry trends. Revenue growth for FY 2004 will be
driven by driver expansion of new customer penetration, and load sharing within
the OrderPro Logistics family of companies. Great Plains Transportation
currently serves a customer base with freight volumes that will clearly support
the increased operation and equipment levels.

                                       14
<PAGE>
TransMex Logistics: During the 3rd quarter of FY2003, OrderPro Logistics, Inc.
began an aggressive marketing campaign to promote the services of their wholly
owned subsidiary, TransMex Logistics, Inc. Their strategic location in Chicago,
Illinois with offices in Texas and Mexico provides natural synergies related to
the Tucson-Mexico program and the opportunity to expand into the NAFTA market.
Anticipated revenues from the TransMex Logistics, Inc. business alone are
approximately $3 million annually within one year with steady growth from that
point on. TransMex Logistics, Inc., is in the inter-modal and container storage
business specializing in the important Mexico/USA transportation segment.

The Company's growth strategy is founded upon the achievement of certain values
including, but not limited to, the generation of incremental sales and the
realization of operational cost savings. Management anticipates that the ability
of the Company to execute its acquisition strategy will result in a consolidated
group of companies with annual revenues and profit margins defined by this
business plan.

LIQUIDITY AND CAPITAL RESOURCES

OrderPro Logistics, Inc. had a net working capital deficit at September 30, 2003
of $534,220. The Company has financed it operations principally through the
placement of convertible debentures and the personal financial resources
provided by the founder and Chief Executive Officer. Management is attempting to
raise additional debt or equity capital to allow it to expand the current level
of operations. Both the public and private sale of securities and/or debt
instruments for expansion of operations will be considered if such expansion
would benefit the overall growth and income objectives of the Company.

Additional funds needed to continue operations through June 30, 2004 are
$800,000. Of this amount approximately $500,000 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 $1,500,000. If the debenture holders elect not to convert to
common stock, OrderPro Logistics, Inc. will need an additional $331,703.80. An
infusion of capital would allow OrderPro Logistics, Inc. to fully implement its
business plan with the carriers and obtain all of the pricing benefits that
would accompany its Rapid Pay Program. The earlier that this program can be
achieved, the better the prospects for achieving profitability.

The Company'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. A key operational need is to pay the carriers for their services on a
basis that is superior to payment terms received from other shippers and
brokers. When payment to the carriers is made quickly, the Company will have a
greater number of carriers available to haul freight. The relationship between
increased revenue, increased receivables, and increased capital is direct and
impacted by delayed customer payments. As revenue increases, the amount of
capital needed to fund the "Rapid Pay" program will increase.

                                       15
<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 operations and to support its working capital requirements. The Company
may seek additional financing through private placements of debt or equity
financing.

TECHNOLOGICAL CHANGES. The Company has been able to keep pace with software
changes with the continuing design and development of its proprietary software.

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

ITEM 3. CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures within 90 days of the date of
this report and believe that the Company's disclosure controls and procedures
are effective based on the required evaluation.

There have been no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

                                       16
<PAGE>
                            PART II OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 07, 2003, the Board of Directors of OrderPro Logistics, Inc. adopted
a resolution to amend the original Articles of Incorporation. Article IV was
amended to read as follows: The corporation shall have authority to issue an
aggregate of One Hundred Million (100,000,000) Common Capital Shares at $0.0001
par value per share. Each issued and outstanding share of Common Capital Shares
will entitle the holder thereof to one (1) vote on any matter submitted to a
vote of or for consent of the shareholders. The corporation shall have authority
to issue an aggregate of Five Million (5,000,000) Preferred non-voting shares.
The Preferred non-voting shares will have a par value of $0.0001 per share. No
preferred shares have been issued as of September 30, 2003.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

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

On February 07, 2003, the Board of Directors of OrderPro Logistics, Inc. adopted
a resolution to amend the original Articles of Incorporation. Article IV was
amended to read as follows: The corporation shall have authority to issue an
aggregate of One Hundred Million (100,000,000) Common Capital Shares at $0.0001
par value per share. Each issued and outstanding share of Common Capital Shares
will entitle the holder thereof to one (1) vote on any matter submitted to a
vote of or for consent of the shareholders. The corporation shall have authority
to issue an aggregate of Five Million (5,000,000) Preferred non-voting shares.
The Preferred non-voting shares will have a par value of $0.0001 per share.

The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation was 33,778,072 at June 30, 2003; the
said change and amendment was consented to and approved by a majority vote of
the stockholders holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

       31.1   Certification of Chief Executive Officer Pursuant to Rules 13a-14
              and 15d-14 as Adopted Pursuant To Section 302 of the
              Sarbanes-Oxley Act of 2002

       31.2   Certification of Chief Financial Officer Pursuant to Rules 13a-14
              and 15d-14 as Adopted Pursuant To Section 302 of the
              Sarbanes-Oxley Act Of 2002

       32     Certificate of Chief Executive Officer and Chief Financial 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

       None.

                                       17
<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.


November 19, 2003                           /s/ Richard L. Windorski
                                            ------------------------------------
                                            Richard L. Windorski
                                            Director and Chief Executive Officer



November 19, 2003                           /s/ Patricia L. Green
                                            ------------------------------------
                                            Patricia L. Green
                                            Director and Chief Financial Officer

                                       18