UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


(Mark One)

    X            Quarterly report  pursuant  to  Section  13 or 15  (d)  of  the
                           Securities  Exchange  Act of 1934  For the  quarterly
                           period ended September 30, 1996 or

                  Transition  report  pursuant  to  Section  13 or 15 (d) of the
                  Securities  Exchange  Act of 1934  For the  transition  period
                  from_______________to____________


Commission File Number:    0-26954


                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
             (Exact name of Registrant as specified in its charter)


               Delaware                                    22-3350958
(State or other jurisdiction of
incorporation or organization)              (I.R.S. Employer Identification No.)



Mack Centre IV, 61 South Paramus Road                               07652
Paramus, New Jersey                                              (Zip Code)
(Address of principal executive offices)

                           (201) 291-1900
(Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934  during  the  preceding  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___

The  number of shares of common  stock of the  Registrant,  par value  $.001 per
share, outstanding as of November 8, 1996, was 6,795,790.


<PAGE>



                     CONSOLIDATED DELIVERY & LOGISTICS, INC.
               FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996

                                      INDEX





               Page


Part I - Financial Information

   Item 1 - Financial Statements

      Consolidated Delivery & Logistics, Inc. and Subsidiaries
         Condensed Consolidated Balance Sheets as of December 31, 1995, and    1
            September 30, 1996
         Condensed Consolidated  Statements of Operations  for                 2
            the Three and Nine Months Ended  September 30, 1995 and 1996
         Condensed Consolidated Statements of Cash Flows for the Nine          3
            Months Ended September 30, 1995 and 1996
         Notes to Condensed Consolidated Financial Statements                  4

      Combined Founding Companies
         Condensed Combined Statements of Income for the Three and Nine        6
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine               7
            Months Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                      8

      SureWay Air Traffic Corporation and Subsidiary
         Condensed Consolidated Statements of Income for the Three and Nine    9
            Months Ended September 30, 1995
         Condensed Consolidated Statement of Cash Flows for the Nine          10
            Months Ended September 30, 1995
         Notes to Condensed Consolidated Financial Statements                 11

      Securities Courier Corporation
         Condensed Statements of Income for the Three and Nine Months Ended   12
            September 30, 1995
         Condensed Statement of Cash Flows for the Nine Months Ended          13
            September 30, 1995
         Notes to Condensed Financial Statements                              14

      National Courier, Inc. and National Express, Inc.
         Condensed Combined Statements of Income for the Three and Nine       15
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine Months       16
            Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                     17

      Silver Star Express, Inc. and Related Companies
         Condensed Combined Statements of Income for the Three and Nine       18
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine              19
            Months Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                     20

      Click Messenger Service, Inc. and Related Companies
         Condensed Combined Statements of Income for the Three and Nine       21
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine              22
            Months Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                     23

      Crown Courier Systems, Inc. and Bestway Distribution Services, Inc.
         Condensed Combined Statements of Income for the Three and Nine       24
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine              25
            Months Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                     26

      Court Courier Systems, Inc. and Subsidiary
         Condensed Consolidated Statements of Operations for the Three        27
            and Nine Months Ended September 30, 1995
         Condensed Consolidated Statement of Cash Flows for the Nine          28
            Months Ended September 30, 1995
         Notes to Condensed Consolidated Financial Statements                 29

      Orbit/Lightspeed Courier Systems, Inc. and Related Companies
         Condensed Combined Statements of Income for the Three and Nine       30
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine              31
            Months Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                     32

      Distribution Solutions International, Inc.
         Condensed Statements of Income for the Three and Nine Months         33
            Ended September 30, 1995
         Condensed Statement of Cash Flows for the Nine Months Ended          34
            September 30, 1995
         Notes to Condensed Financial Statements                              35

      Olympic Courier Systems, Inc. and Related Company
         Condensed Combined Statements of Operations for the Three and Nine   36
            Months Ended September 30, 1995
         Condensed Combined Statement of Cash Flows for the Nine              37
            Months Ended September 30, 1995
         Notes to Condensed Combined Financial Statements                     38

      American Courier Express, Inc.
         Condensed Statements of Income for the Three and Nine Months         39
            Ended September 30, 1995
         Condensed Statement of Cash Flows for the Nine Months Ended          40
            September 30, 1995
         Notes to Condensed Financial Statements                              41


<PAGE>



   Item 2 - Management's Discussion and Analysis of Financial Condition       42

Part II - Other Information

   Item 1 - Legal Proceedings                                                 46

   Item 4 - Submission of Matters to a Vote of Security Holders               46

   Item 6 - Exhibits and Reports on Form 8-K                                  46

   Signature                                                                  48



<PAGE>


                                       11
            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except share information)


<TABLE>
<S>                                                              <C>                    <C>
                                                                 December 31, 1995      September 30,
                                                                                             1996
                                                                 ------------------    -----------------
                                                                     (Note 1)            (Unaudited)

                            ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                               $6,589               $2,504
  Accounts receivable, net                                                18,555               21,338
  Prepaid expenses and other current assets                                2,312                3,118
                                                                 ------------------    -----------------
    Total current assets                                                  27,456               26,960

Equipment and leasehold improvements, net                                  3,925                4,174
Other assets                                                               1,459                4,248
                                                                 ------------------    -----------------
    TOTAL ASSETS                                                         $32,840              $35,382
                                                                 ==================    =================

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Short-term borrowings                                                   $2,803               $6,507
  Current maturities of long-term debt                                     3,477                1,590
  Accounts payable and accrued liabilities                                13,634               11,872
                                                                 ------------------    -----------------
    Total current liabilities                                             19,914               19,969

Long-term debt, net of current maturities                                  3,027                3,785
Other long-term liabilities                                                1,588                1,710
                                                                 ------------------    -----------------
                                                                                   
    TOTAL LIABILITIES                                                     24,529               25,464
                                                                 ------------------    -----------------

STOCKHOLDERS' EQUITY
 Preferred stock, $.001 par value; 2,000,000 shares
   authorized; no shares issued and outstanding                                0                    0
 Common stock, $.001 par value; 30,000,000 shares
   authorized; 6,629,569 and 6,704,881 shares issued and
   outstanding at December 31, 1995, and September 30, 1996,
   respectively                                                                7                    7
 Additional paid-in capital                                                8,499                9,102
 Retained earnings (accumulated deficit)                                    (195)                 809
                                                                 ------------------    -----------------
    TOTAL STOCKHOLDERS' EQUITY                                             8,311                9,918
                                                                 ------------------    -----------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $32,840              $35,382
                                                                 ==================    =================
</TABLE>







           See accompanying notes to condensed consolidated financial
                                  statements.
<PAGE>


            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<S>                                          <C>                 <C>                  <C>                 <C>
                                                 For The Three Months Ended                For The Nine Months Ended
                                                        September 30,                            September 30,
                                             ------------------------------------     ------------------------------------
                                                  1995                1996                 1995                1996
                                             ----------------    ----------------     ----------------    ----------------
                                                (Note 2)                                 (Note 2)

REVENUES                                             $0             $45,097                   $0            $126,791

Cost of Revenues                                      0              31,436                    0              88,007
                                             ----------------    ----------------     ----------------    ----------------

          GROSS PROFIT                                0              13,661                    0              38,784

Selling, General, &
   Administrative Expenses                            2              12,714                    4              36,710
                                             ----------------    ----------------     ----------------    ----------------

          OPERATING INCOME (LOSS)                    (2)                947                   (4)              2,074

OTHER (INCOME) EXPENSE:
  Other (income) expense, net                         6                 (17)                   6                (254)
  Interest expense                                    0                 190                    0                 597
                                             ----------------    ----------------     ----------------    ----------------


INCOME (LOSS) BEFORE INCOME
     TAXES                                           (8)                774                  (10)              1,731

Provision for Income Taxes                            0                 325                    0                 727
                                             ----------------    ----------------     ----------------    ----------------

          NET INCOME (LOSS)                         $(8)               $449                 $(10)             $1,004
                                             ================    ================     ================    ================

NET INCOME PER SHARE                                                   $.07                                     $.15
                                                                 ================                         ================

WEIGHTED AVERAGE SHARES
     OUTSTANDING                                                      6,680                                    6,649
                                                                 ================                         ================
</TABLE>
           See accompanying notes to condensed consolidated financial
                                  statements.

<PAGE>


            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<S>                                                                           <C>               <C>
                                                                                Nine Months       Nine Months
                                                                              Ended September   Ended September
                                                                                 30, 1995           30, 1996
                                                                                 (Note 2)
                                                                             ----------------   ----------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)                                                                  $(10)             $1,004

Adjustments to reconcile net income (loss) to net cash
       used in operating activities --
    Loss on disposal of equipment and leasehold
        improvements                                                                  0                  (5)
    Depreciation and amortization                                                     0               1,120
    Changes in operating assets and liabilities
      (Increase) decrease in --
        Accounts receivable, net                                                      0              (2,243)
        Prepaid expenses and other current assets                                (2,103)               (779)
        Other assets                                                                  0                 387
      Increase (decrease) in --
        Accounts payable and accrued liabilities                                  1,156              (2,096)
        Other long-term liabilities                                                   0                 123
                                                                             ----------------   ----------------

          Net cash used in operating activities                                    (957)             (2,489)
                                                                             ----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of businesses                                                             0              (1,705)
  Proceeds from sale of equipment and leasehold
         improvements
  Additions to equipment and leasehold improvements                                 (60)             (1,188)
                                                                             ----------------   ----------------
          Net cash used in investing activities                                     (60)             (2,832)
                                                                             ----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Deferred financing costs                                                            0                (145)
  Issuance of common stock in connection with
          purchases of businesses
  Short-term borrowings, net                                                          0               3,683
  Proceeds from long-term debt                                                    1,850                 555
  Repurchase and cancellation of common stock                                        (1)                  0
  Repayments of long-term debt                                                        0              (3,459)
                                                                             ----------------   ----------------
          Net cash provided by financing activities                               1,849               1,236
                                                                             ----------------   ----------------
          Net increase (decrease) in cash and cash equivalents                      832              (4,085)
CASH AND CASH EQUIVALENTS, beginning of period                                        2               6,589
                                                                             ----------------   ----------------
CASH AND CASH EQUIVALENTS, end of period                                           $834              $2,504
                                                                             ================   ================
</TABLE>

      See accompanying notes to condensed consolidated financial statements


<PAGE>


            CONSOLIDATED DELIVERY & LOGISTICS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(1)       BASIS OF PRESENTATION:

                  The accompanying  unaudited condensed  consolidated  financial
         statements  have been prepared in accordance  with  generally  accepted
         accounting  principles for interim  financial  information and with the
         instructions   to  Form  10-Q  and  Article  10  of   Regulation   S-X.
         Accordingly,  they do not include all of the  information and footnotes
         required by  generally  accepted  accounting  principles  for  complete
         financial statements.  The balance sheet at December 31, 1995, has been
         derived  from the audited  financial  statements  at that date.  In the
         opinion of management,  all adjustments (consisting of normal recurring
         adjustments)  considered  necessary for a fair  presentation  have been
         included.  Operating  results  for the  three  and  nine  months  ended
         September 30, 1996, are not necessarily  indicative of the results that
         may be  expected  for any other  interim  period or for the year ending
         December 31, 1996. For further  information,  refer to the consolidated
         financial  statements and footnotes  thereto  included in the Company's
         Form 10-K/A for the year ended December 31, 1995.

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         Principles of Consolidation --

                  The Company  completed  the  acquisition  of 11  companies  on
         November  27,  1995.  The  Company  selected  October 1,  1995,  as the
         effective  date  of the  merger.  The  assets  and  liabilities  of the
         acquired  companies at September 30, 1995, were recorded by the Company
         at their historical amounts.

               The consolidated financial statements include the accounts of the
          Company   and   its   wholly-owned   subsidiaries.   All   significant
          inter-company balances and transactions have been eliminated.

         Net Income Per Share --

                  The computation of  consolidated  net income per share for the
         three and nine months ended September 30, 1996, is based upon 6,680,153
         and  6,649,124  weighted  average  shares of Common Stock  outstanding,
         respectively.  The  conversion of the stock options and the  debentures
         outstanding at September 30, 1996, are not included in the  computation
         as the effect would be anti-dilutive.


<PAGE>



(3)      BUSINESS COMBINATIONS:

                  On September 30, 1996, the Company acquired Hurry Wagon, Inc.,
         a same-day and overnight  delivery  service company serving the upstate
         New York  region.  The  acquisition  was  accounted  for as a  purchase
         transaction.  The total  consideration  paid for the acquired assets is
         estimated  to be 25,000  shares of Common Stock at $8 per share and the
         assumption of  approximately  $185,000 of debt due to the former owners
         of  the  business  and  their  relatives.  Final  determination  of the
         acquisition  cost will be made by  December  31,  1996.  The  excess of
         purchase price over net assets  acquired of  approximately  $170,000 is
         being  amortized on a  straight-line  basis over 25 years. In addition,
         the Company has signed non-compete agreements with two former employees
         of  Hurry  Wagon  for an  consideration  of  $100,000,  payable  over a
         four-year period. The accompanying condensed consolidated balance sheet
         as of September 30, 1996,  reflects the  allocation of the  preliminary
         purchase  price.  Unaudited  pro forma  revenue and income data for the
         nine months ended  September 30, 1995 and 1996,  reflecting the effects
         of the four purchase  acquisitions  made in 1996 as if the acquisitions
         were  effective  on the first day of the year being  reported,  are set
         forth below.

<TABLE>
<S>                                                  <C>                  <C>
                                                      For the Nine Months Ended
                                                            September 30,
                                                      1995                 1996
                                                 (In thousands except per share data)
                                                 -----------------------------------

           Revenues                                   $11,502             $133,559
           Net Income (loss)                             $(68)                $754
           Net Income Per Share                           N.A.               $.11
</TABLE>

                  The pro forma results are not necessarily indicative of actual
         results that might have occurred had the  operations of the Company and
         the four  acquisitions  been  combined at the  beginning of the periods
         presented.

(4)      REVOLVING CREDIT FACILITY:

                  In May 1996,  the Company  entered  into a two-year  agreement
         with Summit Bank and Mellon Bank N.A., to establish a revolving  credit
         facility.  Credit  availability is based on certain criteria,  up to an
         initial  maximum  amount  of  $15,000,000,   which  may  under  certain
         conditions  be  increased  to  $25,000,000,  and is  secured by certain
         assets,  including accounts receivable and stock of the Company and its
         subsidiaries.  Availability  at September 30, 1996,  was  approximately
         $11,000,000, of which approximately $4,500,000 was available for future
         borrowings.  Interest rates on borrowings are based on margins over the
         banks' lending rates or the London Inter-bank  Offered Rate. The credit
         agreement has certain restrictive covenants, with which the Company was
         in compliance at September 30, 1996.

(5)         SUBSEQUENT EVENT:

                  On November 1, 1996, the Company acquired W.I. Services, Inc.,
         a New York City  delivery  service,  for  $200,000  in cash and  90,909
         shares  of  common  stock  valued at  $5.50.  The  acquisition  will be
         accounted for as a purchase  transaction in the fourth quarter of 1996.
         W.I.  Services will be absorbed  into the  Company's  existing New York
         City operations.  Pro forma revenue and income data for the nine months
         ended  September  30,  1996,  would not be  material  to the  Company's
         operations for the same period.





<PAGE>

                           COMBINED FOUNDING COMPANIES
                     CONDENSED COMBINED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995


REVENUES                                                                                          $37,677         $111,406

Cost of Revenues                                                                                   26,079           77,547
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                             11,598           33,859

Selling, General, & Administrative Expenses                                                        10,140           29,777
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                          1,458            4,082

OTHER (INCOME) EXPENSE:
  Other (income) expense, net                                                                           7             (183)
  Interest expense                                                                                    213              608
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                1,238            3,657

Pro Forma Provision for Income Taxes (Note 2)                                                         433            1,475
                                                                                              ----------------   ----------------

          NET INCOME                                                                                 $805           $2,182
                                                                                              ================   ================
</TABLE>


             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


                           COMBINED FOUNDING COMPANIES
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                   $2,251
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Increase in loans receivable from stockholders                                                     (39)
  Additions to equipment and leasehold improvements                                               (1,397)
                                                                                              -------------------
          Net cash used in investing activities                                                   (1,436)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                         442
  Proceeds from long-term debt                                                                     1,883
  Repayments of long-term debt                                                                    (2,203)
  Distributions to stockholders                                                                   (2,164)
                                                                                              -------------------
          Net cash used in financing activities                                                   (2,042)
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                               (1,227)
CASH AND CASH EQUIVALENTS, beginning of period                                                     2,399
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                          $1,172
                                                                                              ===================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.


<PAGE>


                           COMBINED FOUNDING COMPANIES

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         The  following  companies  are  collectively  referred to herein as the
"Founding  Companies";  American Courier  Express,  Inc.,  Bestway  Distribution
Systems,  Inc., Click Messenger  Service,  Inc.,  Court Courier  Systems,  Inc.,
Distributions  Solutions  International,  Inc., National Courier,  Inc., Olympic
Courier  Systems,  Inc.,  Orbit/Lightspeed  Courier  Systems,  Inc.,  Securities
Courier  Corporation,  Silver  Star  Express,  Inc.,  and  SureWay  Air  Traffic
Corporation.  The Founding  Companies are in the business of providing  same day
ground and air delivery and logistics services. Simultaneously, with the closing
of Consolidated  Delivery & Logistics,  Inc's ("CDL") initial public offering in
November 1995, separate wholly-owned subsidiaries of CDL merged with each of the
eleven Founding Companies.  All outstanding shares of each Founding Company were
exchanged  for cash  and  shares  of  CDL's  common  stock  concurrent  with the
consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined  financial  statements as an increase to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


                 SUREWAY AIR TRAFFIC CORPORATION AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995


REVENUES                                                                                          $10,765          $31,571

Cost of Revenues                                                                                    7,004           18,783
                                                                                              ----------------   ----------------

          GROSS POFIT                                                                               3,761           12,788

Selling, General, & Administrative Expenses                                                         3,296           11,005
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                            465            1,783

OTHER (INCOME) EXPENSE:
  Other income, net                                                                                    (4)             (57)
  Interest expense                                                                                     29               88
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                  440            1,752

Provision for Income Taxes                                                                            157              701
                                                                                              ----------------   ----------------

          NET INCOME                                                                                 $283           $1,051
                                                                                              ================   ================
</TABLE>


           See accompanying notes to condensed consolidated financial
                                  statements.

<PAGE>


                                  SUREWAY AIR TRAFFIC CORPORATION AND SUBSIDIARY
                                  CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                  (In thousands)
                                                    (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS USED IN OPERATING ACTIVITIES:                                                       $(357)
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to equipment and leasehold improvements                                                 (650)
                                                                                              -------------------
          Net cash used in investing activities                                                     (650)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                         100
  Proceeds from long-term debt                                                                     1,515
  Repayments of long-term debt                                                                      (893)
                                                                                              -------------------
          Net cash provided by financing activities                                                  722
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                                 (285)
CASH AND CASH EQUIVALENTS, beginning of period                                                       285
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                              $0
                                                                                              ===================
</TABLE>

           See accompanying notes to condensed consolidated financial
                                  statements.




<PAGE>


                 SUREWAY AIR TRAFFIC CORPORATION AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal  recurring  adjustments)  considered  necessary for a fair
presentation have been included. Operating results for the three and nine months
ended  September 30, 1995, are not  necessarily  indicative of the results for a
full year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.


<PAGE>


                         SECURITIES COURIER CORPORATION
                         CONDENSED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995


REVENUES                                                                                           $4,161          $12,802

Cost of Revenues                                                                                    3,233           11,089
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                928            1,713

Selling, General, & Administrative Expenses                                                           800            1,416
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                            128              297

OTHER (INCOME) EXPENSE:
  Other income, net                                                                                   (28)             (93)
  Interest expense                                                                                     51              139
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                  105              251

Pro Forma Provision for Income Taxes (Note 2)                                                          43              101
                                                                                              ----------------   ----------------

          NET INCOME                                                                                  $62             $150
                                                                                              ================   ================
</TABLE>

                  See accompanying notes to condensed financial
                                  statements.



<PAGE>


                         SECURITIES COURIER CORPORATION
                        CONDENSED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                    $855
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Advances on stockholder loan receivable                                                            (15)
  Additions to equipment and leasehold improvements                                                 (130)
                                                                                              -------------------
          Net cash used in investing activities                                                     (145)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments under capital lease obligations and long-term debt                                       (676)
  Proceeds from long-term debt                                                                       116
                                                                                              -------------------
          Net cash used in financing activities                                                     (560)
                                                                                              -------------------
          Net increase in cash and cash equivalents                                                  150
CASH AND CASH EQUIVALENTS, beginning of period                                                        15
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                            $165
                                                                                              ===================
</TABLE>

                  See accompanying notes to condensed financial
                                  statements.




<PAGE>


                         SECURITIES COURIER CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying  condensed  financial  statements,
Federal and state income taxes have been  provided as if the Company had filed C
Corporation  tax  returns.  The current  income tax expense is  reflected in the
accompanying condensed financial statements as an increase to additional paid-in
capital. Effective on the date of the acquisition,  the S Corporation status was
terminated.



<PAGE>


                NATIONAL COURIER, INC. AND NATIONAL EXPRESS, INC.
                     CONDENSED COMBINED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $4,291          $11,996

Cost of revenues                                                                                    2,285            7,360
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                              2,006            4,636

Selling, General, & Administrative Expenses                                                         1,884            4,496
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                            122              140

OTHER (INCOME) EXPENSE:
  Other  expense, net                                                                                  84               92
  Interest expense                                                                                     26               67
                                                                                              ----------------   ----------------


          INCOME (LOSS) BEFORE INCOME TAXES                                                            12              (19)

Pro Forma Benefit from Income Taxes (Note 2)                                                          (27)             (21)
                                                                                              ----------------   ----------------

          NET INCOME                                                                                  $39               $2
                                                                                              ================   ================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


                NATIONAL COURIER, INC. AND NATIONAL EXPRESS, INC.
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS USED IN OPERATING ACTIVITIES:                                                        $(75)
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to equipment and leasehold improvements                                                 (133)
                                                                                              -------------------
          Net cash used in investing activities                                                     (133)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                         123
                                                                                              -------------------
          Net cash provided by financing activities                                                  123
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                                  (85)
CASH AND CASH EQUIVALENTS, beginning of period                                                        85
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                              $0
                                                                                              ===================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.




<PAGE>


                NATIONAL COURIER, INC. AND NATIONAL EXPRESS, INC.

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined  financial  statements as an increase to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


                 SILVER STAR EXPRESS, INC. AND RELATED COMPANIES
                     CONDENSED COMBINED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $3,417          $10,143

Cost of Revenues                                                                                    2,557            7,676
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                860            2,467

Selling, General, & Administrative Expenses                                                           678            2,057
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                            182              410

OTHER (INCOME) EXPENSE:
  Other income, net                                                                                   (29)             (92)
  Interest expense                                                                                     14               42
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                  197              460

Pro Forma Provision for Income Taxes (Note 2)                                                          76              184
                                                                                              ----------------   ----------------

          NET INCOME                                                                                 $121             $276
                                                                                              ================   ================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


                 SILVER STAR EXPRESS, INC. AND RELATED COMPANIES
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                    $748
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments on stockholder receivable                                                                  35
  Payments on notes receivable                                                                        44
  Additions to equipment and leasehold improvements                                                  (84)
                                                                                              -------------------
          Net cash used in investing activities                                                       (5)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments of long-term debt                                                                      (170)
  Distributions to stockholders                                                                   (1,499)
                                                                                              -------------------
          Net cash used in financing activities                                                   (1,669)
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                                 (926)
CASH AND CASH EQUIVALENTS, beginning of period                                                     1,329
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                            $403
                                                                                              ===================
</TABLE>
             See accompanying notes to condensed combined financial
                                  statements.




<PAGE>


                 SILVER STAR EXPRESS, INC. AND RELATED COMPANIES

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined  financial  statements as an increase to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


               CLICK MESSENGER SERVICE, INC. AND RELATED COMPANIES
                     CONDENSED COMBINED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $3,357           $9,267

Cost of Revenues                                                                                    2,617            6,796
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                740            2,471

Selling, General, & Administrative Expenses                                                           465            1,890
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                            275              581

OTHER (INCOME) EXPENSE:
  Other expense, net                                                                                   37               37
  Interest expense                                                                                     17               41
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                  221              503

Pro Forma Provision for Income Taxes (Note 2)                                                          90              203
                                                                                              ----------------   ----------------

          NET INCOME                                                                                 $131             $300
                                                                                              ================   ================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


               CLICK MESSENGER SERVICE, INC. AND RELATED COMPANIES
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                    $257
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to equipment and leasehold improvements                                                  (43)
                                                                                              -------------------
          Net cash used in investing activities                                                      (43)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                                                        58
  Payments under capital lease obligations                                                           (85)
  Distributions to stockholders                                                                      (28)
                                                                                              -------------------
          Net cash used in financing activities                                                      (55)
                                                                                              -------------------
          Net increase in cash and cash equivalents                                                  159
CASH AND CASH EQUIVALENTS, beginning of period                                                        50
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                            $209
                                                                                              ===================
</TABLE>








             See accompanying notes to condensed combined financial
                                  statements.




<PAGE>


               CLICK MESSENGER SERVICE, INC. AND RELATED COMPANIES

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined financial statements as an adjustment to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


        CROWN COURIER SYSTEMS, INC. & BESTWAY DISTRIBUTION SYSTEMS, INC.
                     CONDENSED COMBINED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $2,746           $8,206

Cost of Revenues                                                                                    1,801            5,305
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                945            2,901

Selling, General, & Administrative Expenses                                                           959            2,756
                                                                                              ----------------   ----------------

          OPERATING INCOME (LOSS)                                                                     (14)             145

OTHER (INCOME) EXPENSE:
  Other income, net                                                                                   (36)            (112)
  Interest expense                                                                                     10               12
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                   12              245

Pro Forma Provision for Income Taxes (Note 2)                                                           3               98
                                                                                              ----------------   ----------------

          NET INCOME                                                                                   $9             $147
                                                                                              ================   ================
</TABLE>


             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


        CROWN COURIER SYSTEMS, INC. & BESTWAY DISTRIBUTION SYSTEMS, INC.
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                    $111
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to equipment and leasehold improvements                                                 (148)
                                                                                              -------------------
          Net cash used in investing activities                                                     (148)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from Long-term Debt                                                                        33
  Distributions to stockholders                                                                     (320)
  Payments on Long-term Debt                                                                         (67)
                                                                                              -------------------
          Net cash used in financing activities                                                     (354)
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                                 (391)
CASH AND CASH EQUIVALENTS, beginning of period                                                       525
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                            $134
                                                                                              ===================
</TABLE>








             See accompanying notes to condensed combined financial
                                  statements.




<PAGE>


        CROWN COURIER SYSTEMS, INC. & BESTWAY DISTRIBUTION SYSTEMS, INC.

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined  financial  statements as an increase to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


                   COURT COURIER SYSTEMS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $2,571           $7,395

Cost of Revenues                                                                                    2,174            5,978
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                397            1,417

Selling, General, & Administrative Expenses                                                           369            1,274
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                             28              143

OTHER (INCOME) EXPENSE:
  Other  expense, net                                                                                   0               25
  Interest expense                                                                                     56              174
                                                                                              ----------------   ----------------


          LOSS BEFORE INCOME TAXES                                                                    (28)             (56)

Provision for Income Taxes                                                                              0                1
                                                                                              ----------------   ----------------

          NET LOSS                                                                                   $(28)            $(57)
                                                                                              ================   ================
</TABLE>


           See accompanying notes to condensed consolidated financial
                                  statements.



<PAGE>


                   COURT COURIER SYSTEMS, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS USED IN OPERATING ACTIVITIES:                                                        $(96)
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment                                                                             (82)
                                                                                              -------------------
          Net cash used in investing activities                                                      (82)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                                                       221
  Payments on long-term debt and capital lease obligations                                           (46)
                                                                                              -------------------
          Net cash provided by financing activities                                                  175
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                                   (3)
CASH AND CASH EQUIVALENTS, beginning of period                                                        23
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                             $20
                                                                                              ===================
</TABLE>

           See accompanying notes to condensed consolidated financial
                                  statements.




<PAGE>


                   COURT COURIER SYSTEMS, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal  recurring  adjustments)  considered  necessary for a fair
presentation have been included. Operating results for the three and nine months
ended  September 30, 1995, are not  necessarily  indicative of the results for a
full year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.


<PAGE>


          ORBIT/LIGHTSPEED COURIER SYSTEMS, INC. AND RELATED COMPANIES
                     CONDENSED COMBINED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $2,056           $6,442

Cost of Revenues                                                                                    1,482            4,615
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                574            1,827

Selling, General, & Administrative Expenses                                                           514            1,450
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                             60              377

OTHER (INCOME) EXPENSE:
  Other income, net                                                                                    (5)              (5)
  Interest expense                                                                                      3               11
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                   62              371

Pro Forma Provision for Income Taxes (Note 2)                                                          24              148
                                                                                              ----------------   ----------------

          NET INCOME                                                                                  $38             $223
                                                                                              ================   ================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


          ORBIT/LIGHTSPEED COURIER SYSTEMS, INC. AND RELATED COMPANIES
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                    $411
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to equipment and leasehold improvements                                                  (59)
                                                                                              -------------------
          Net cash used in investing activities                                                      (59)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                          78
  Proceeds from long-term debt                                                                       120
  Distributions to stockholders                                                                     (310)
  Repayments of long-term debt                                                                       (95)
                                                                                              -------------------
          Net cash used in financing activities                                                     (207)
                                                                                              -------------------
          Net increase in cash and cash equivalents                                                  145
CASH AND CASH EQUIVALENTS, beginning of period                                                        71
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                            $216
                                                                                              ===================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.




<PAGE>


          ORBIT/LIGHTSPEED COURIER SYSTEMS, INC. AND RELATED COMPANIES

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined  financial  statements as an increase to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


                   DISTRIBUTION SOLUTIONS INTERNATIONAL, INC.
                         CONDENSED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $1,832           $6,216

Cost of Revenues                                                                                    1,461            5,252
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                371              964

Selling, General, & Administrative Expenses                                                           303              930
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                             68               34

OTHER (INCOME) EXPENSE:
  Other expense, net                                                                                    0                7
  Interest expense                                                                                      9               17
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                   59               10

Pro Forma Provision for Income Taxes (Note 2)                                                           4                4
                                                                                              ----------------   ----------------

          NET INCOME                                                                                  $55               $6
                                                                                              ================   ================
</TABLE>

                  See accompanying notes to condensed financial
                                  statements.



<PAGE>


                   DISTRIBUTION SOLUTIONS INTERNATIONAL, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                    $388
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment                                                                             (97)
  Increase in stockholder receivable                                                                 (86)
                                                                                              -------------------
          Net cash used in investing activities                                                     (183)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                        (178)
  Proceeds from long-term debt                                                                        33
  Repayments of long-term debt                                                                       (54)
                                                                                              -------------------
          Net cash used in financing activities                                                     (199)
                                                                                              -------------------
          Net increase in cash and cash equivalents                                                    6
CASH AND CASH EQUIVALENTS, beginning of period                                                         2
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                              $8
                                                                                              ===================
</TABLE>








                  See accompanying notes to condensed financial
                                  statements.




<PAGE>


                   DISTRIBUTION SOLUTIONS INTERNATIONAL, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying  condensed  financial  statements,
Federal and state income taxes have been  provided as if the Company had filed C
Corporation  tax  returns.  The current  income tax expense is  reflected in the
accompanying condensed financial statements as an increase to additional paid-in
capital. Effective on the date of the acquisition,  the S Corporation status was
terminated.



<PAGE>


                OLYMPIC COURIER SYSTEMS, INC. AND RELATED COMPANY
                   CONDENSED COMBINED STATEMENTS OF OPERATIONS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $1,322           $4,219

Cost of Revenues                                                                                      721            2,294
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                601            1,925

Selling, General, & Administrative Expenses                                                           628            1,905
                                                                                              ----------------   ----------------

          OPERATING INCOME (LOSS)                                                                     (27)              20

OTHER (INCOME) EXPENSE:
  Other income, net                                                                                    (1)              (1)
  Interest expense                                                                                      6               20
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                  (32)               1

Pro Forma Provision for (Benefit from) Income Taxes (Note 2)                                          (14)               0
                                                                                              ----------------   ----------------

          NET INCOME (LOSS)                                                                          $(18)              $1
                                                                                              ================   ================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.



<PAGE>


                OLYMPIC COURIER SYSTEMS, INC. AND RELATED COMPANY
                   CONDENSED COMBINED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:                                                     $29
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and leasehold improvements                                                  (7)
                                                                                              -------------------
          Net cash used in investing activities                                                       (7)
                                                                                              -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments under capital lease obligations                                                           (13)
                                                                                              -------------------
          Net cash used in financing activities                                                      (13)
                                                                                              -------------------
          Net increase in cash and cash equivalents                                                    9
CASH AND CASH EQUIVALENTS, beginning of period                                                         0
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                              $9
                                                                                              ===================
</TABLE>

             See accompanying notes to condensed combined financial
                                  statements.




<PAGE>


                OLYMPIC COURIER SYSTEMS, INC. AND RELATED COMPANY

                NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying unaudited condensed combined financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying   condensed   combined   financial
statements,  Federal and state income taxes have been provided as if the Company
had filed C Corporation tax returns. The current income tax expense is reflected
in the accompanying  condensed combined  financial  statements as an increase to
additional  paid-in  capital.  Effective on the date of the  acquisition,  the S
Corporation status was terminated.



<PAGE>


                         AMERICAN COURIER EXPRESS, INC.
                         CONDENSED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                             <C>              <C>
                                                                                                For the Three     For the Nine
                                                                                                Months Ended      Months Ended
                                                                                                September 30,    September 30,
                                                                                                    1995              1995
                                                                                              ----------------   ----------------

REVENUES                                                                                           $1,159           $3,149

Cost of Revenues                                                                                      744            2,399
                                                                                              ----------------   ----------------

          GROSS PROFIT                                                                                415              750

Selling, General, & Administrative Expenses                                                           244              598
                                                                                              ----------------   ----------------

          OPERATING INCOME                                                                            171              152

OTHER (INCOME) EXPENSE:
  Other (income) expense, net                                                                         (24)               3
  Interest expense                                                                                      4                9
                                                                                              ----------------   ----------------


          INCOME BEFORE INCOME TAXES                                                                  191              140

Pro Forma Provision for Income Taxes (Note 2)                                                          77               56
                                                                                              ----------------   ----------------

          NET INCOME                                                                                 $114              $84
                                                                                              ================   ================
</TABLE>

                  See accompanying notes to condensed financial
                                  statements.



<PAGE>


                         AMERICAN COURIER EXPRESS, INC.
                        CONDENSED STATEMENT OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<TABLE>
<S>                                                                                           <C>
                                                                                                 For the Nine
                                                                                                 Months Ended
                                                                                                September 30,
                                                                                                     1995
                                                                                              -------------------
                                                                                                   (Note 1)

NET CASH FLOWS USED IN OPERATING ACTIVITIES:                                                        $(62)
                                                                                              -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of equipment and leasehold improvements                                                 (17)
                                                                                              -------------------
           Net cash used in investing activities                                                     (17)
                                                                                              -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Short-term borrowings, net                                                                         100
  Repayments of long-term debt and capital lease obligations                                         (25)
                                                                                              -------------------
          Net cash provided by financing activities                                                   75
                                                                                              -------------------
          Net decrease in cash and cash equivalents                                                   (4)
CASH AND CASH EQUIVALENTS, beginning of period                                                        14
                                                                                              -------------------
CASH AND CASH EQUIVALENTS, end of period                                                             $10
                                                                                              ===================
</TABLE>

                  See accompanying notes to condensed financial
                                  statements.




<PAGE>


                         AMERICAN COURIER EXPRESS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)   BASIS OF PRESENTATION:
         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring  adjustments)  considered  necessary for a fair presentation
have been  included.  Operating  results  for the three  and nine  months  ended
September  30, 1995,  are not  necessarily  indicative of the results for a full
year.

         In  September  1995,  the Company and its  stockholders  entered into a
definitive  agreement  with  Consolidated  Delivery &  Logistics,  Inc.  ("CDL")
pursuant to which the Company  merged with CDL.  All  outstanding  shares of the
Company were exchanged for cash and shares of CDL's common stock concurrent with
the consummation of the initial public offering of the common stock of CDL.

(2)   INCOME TAXES:
         For  purposes  of  the  accompanying  condensed  financial  statements,
Federal and state income taxes have been  provided as if the Company had filed C
Corporation  tax  returns.  The current  income tax expense is  reflected in the
accompanying  condensed  financial  statements  as an  adjustment  to additional
paid-in  capital.  Effective on the date of the  acquisition,  the S Corporation
status was terminated.



<PAGE>


      Item 2 - Management's Discussion and Analysis of Financial Condition

Overview

         The following  discussion of the Company's results of operations and of
its  liquidity  and capital  resources  should be read in  conjunction  with the
Condensed Consolidated Financial Statements of the Company and the related notes
thereto appearing  elsewhere in this Quarterly Report.  Simultaneously  with the
closing  of  the  Company's  initial  public  offering  in  November  1995  (the
"Offering"),  separate wholly-owned subsidiaries of the Company merged with each
of the eleven Founding Companies (the "Mergers").  Prior to the Mergers, each of
the Founding  Companies operated as a separate  independent  entity. The Company
selected  October 1, 1995, as the effective  date of the Merger.  For the three-
and  nine-month  periods  ended  September  30,  1995,  the  combined  financial
statements  include the  accounts of the  Founding  Companies as if the Founding
Companies had always been members of the same  operating  group  without  giving
effect to the Mergers or the Offering. As a result,  combined results may not be
comparable to or indicative of future performance (see below).

         During the nine months ended  September 30, 1996, the Company  acquired
four businesses, accounted for as purchase transactions. The total consideration
to be paid for the businesses is contingent on future  activity and is estimated
to be  $2,700,000,  approximately  75,000 shares of Common Stock valued  between
$5.50 and $8 per share, and the assumption of approximately $185,000 of debt due
to former  owners and their  relatives.  The excess of  purchase  price over net
assets acquired is being amortized on a straight-line basis over 25 years.

Non-comparability - 1996 vs. 1995

         Because the eleven Founding Companies operated as separate  independent
entities prior to the Mergers,  comparisons between the consolidated  results of
the Company for the three and nine months  ended  September  30,  1996,  and the
historical  results  of the  eleven  Founding  Companies  for the three and nine
months ended  September 30, 1995,  are  difficult to make for numerous  reasons,
including the following:

1.   In 1996, the Founding Companies were all subsumed within the common
     management of the Company. This resulted among other things in a) each
     Founding  Company  being  subjected  to  an   administrative   charge,   b)
     reallocation  of costs,  such as,  for  instance,  common  insurance  being
     acquired  for the  Company  and its  subsidiaries  as a  whole,  and  c)the
     Founding  Companies  being relieved of the necessity of performing  various
     administrative functions for themselves.

2.   In 1996,  the  Company as a new  entity  began the  process of merging  and
     rationalizing  operations of the previously  unrelated Founding  Companies.
     For example,  a) Olympic,  Orbit/Lightspeed  and the Manhattan  Division of
     Click were  combined  into one  Manhattan  Division of the Company,  b) the
     balance  of  Click  and  Court  and  American  were  consolidated  into the
     Northeast  Division  of the  Company,  and c)  work  was  rationalized  and
     reallocated  among the former  Founding  Companies,  such as, for  example,
     having SureWay take on some of the air courier services formerly  performed
     by National.

3.   The  Company  had  approximately  $3,200,000  in expenses in the first nine
     months  of 1996  ($1,100,000  for the third  quarter  of 1996)  related  to
     corporate  overhead and the costs of operating as a public  company,  which
     would not have been necessary or incurred for the eleven separate companies
     in 1995.

4.   Most of the  Founding  Companies  were  operated  as  Subchapter  S
     corporations prior to the effective date of the Mergers.

         The  financial  information  presented  in this report  includes a) the
actual  financial  results of the Company  for the three and nine  months  ended
September  30, 1995,  before it had any material  assets or  operations,  b) the
actual  financial  results of the Company  for the three and nine  months  ended
September  30, 1996, c) the actual  historical  results for each of the Founding
Companies  for the  three and nine  months  ended  September  30,  1995,  and d)
combined  historical  results of the unrelated  Founding Companies for the three
and nine months ended  September  30, 1995.  For all the reasons set forth above
and others,  combined results are not indicative of results that would have been
achieved if the Founding  Companies  had  actually  been  combined  during those
periods,  and may not be  comparable  to or  indicative  of future  performance.
Nonetheless,  the following section discusses consolidated 1996 results compared
to  combined  historical  1995  results to  indicate  general  trends  affecting
operations,  as well as trends  within  the  material  Founding  Companies.  The
following   section   should  be  read  with  the   foregoing   caveats   as  to
non-comparability in mind.

   Actual Consolidated Nine Months Ended September 30, 1996, Compared to Pro
         Forma Combined Historical Nine Months Ended September 30, 1995

Revenues for the first nine months of 1996 increased $15.4 million, or 13.8%, to
$126.8 million from $111.4 million for the first nine months of 1995,  primarily
as a result of increased air and ground delivery revenues.  Revenues at National
increased  $0.2 million from $12.0  million for the nine months ended  September
30,  1995,  to $12.2  million  for the nine months  ended  September  30,  1996.
Revenues at Securities  Courier  decreased  from $12.8 million to $12.7 million,
while SureWay  increased its revenues by $10.1  million,  from $31.6 million for
the first  nine  months of 1995 to $41.7  million  for the same  period in 1996.
Revenues increased by $4.8 million in the Company's newly consolidated Northeast
Region to $24.6 million for the nine months ended  September 30, 1996,  from the
combined  total  of  $19.8  million  for the same  period  in 1995 for  American
Courier,  Click Messenger,  and Court Courier.  The increase at SureWay resulted
from growth in its air courier and fulfillment logistics businesses,  as well as
revenues  contributed from the purchase  acquisitions made in the second quarter
of 1996. For the first nine months of 1996, ground delivery  revenues  increased
approximately   $7.1   million   (10.5%),   air  delivery   revenues   increased
approximately   $6.4  million   (20.1%),   and  logistics   revenues   increased
approximately  $1.9  million  (15.8%)  over the similar  period in 1995.  Ground
delivery revenues increased  primarily due to additional  business from existing
customers,  as well as from the addition of  customers in the consumer  products
and pharmaceutical  industries,  primarily in the Northeast Region. The increase
in air  delivery  revenues  during  the first  nine  months of 1996 was  largely
attributable to new customers in the computer  hardware and software  industries
and increased demand from existing customers.  The overall increase in logistics
revenues was primarily  attributable to increased demand from existing customers
and the success of project bids on new customer  contracts  in  fulfillment  and
distribution  logistics  services,  offset by the  non-renewal of contracts from
existing customers in contract logistics services.

Gross profit for the first nine months of 1996 increased $4.9 million, or 14.5%,
to $38.8  million,  from  $33.9  million  for the  first  nine  months  of 1995,
primarily  as a result of the  previously  discussed  increase in air and ground
delivery revenues.  Gross profit at Securities Courier increased by $0.7 million
and at SureWay by $4.6  million  for the first nine months of 1996 over the same
period in 1995.  The  increase  at  SureWay  was due  primarily  to the  revenue
increase  discussed  above.  The  increase  at  Securities  Courier was due to a
reduction in insurance and payroll costs,  a result of the increased  purchasing
power of the Company.  These increases were partially offset by lower margins in
the Company's  logistics  business as a result of the  non-renewal  of contracts
discussed  previously.  The  Company's  gross profit  margin as a percentage  of
revenues  increased to 30.6% in the first nine months of 1996 from 30.4% for the
same period in 1995.

Selling,  general, and administrative expenses for the first nine months of 1996
increased  $6.9 million,  or 23.2%,  to $36.7 million from $29.8 million for the
same  period  in 1995.  As a  percentage  of  revenues,  selling,  general,  and
administrative  expenses  increased  to  29.0%  in  1996  from  26.7%  in  1995.
Approximately  $3.2  million  of the  increase  was  due to  corporate  overhead
expenses,  including  salaries and benefits for members of senior management and
administrative staff,  professional fees, travel and office expenses,  and other
costs  associated  with  the  establishment  and  maintenance  of the  Company's
corporate and administrative  infrastructure as a public company. In addition, a
portion of the increase was  attributable  to costs necessary to consolidate and
combine certain of the Company's facilities and operations.

For the reasons  described above,  operating income for the first nine months of
1996 decreased $2.0 million, or 48.8%, to $2.1 million from $4.1 million for the
same period in 1995.  Operating margin as a percentage of revenues  decreased in
1996 to 1.6% from 3.7% for 1995.

The provision for income taxes for the first nine months of 1996  decreased $0.8
million,  or 53.3%,  to $0.7 million from $1.5 million for the first nine months
of 1995 due to the lower taxable income.

Net income  decreased  to $1.0  million,  or 54.5%,  for the nine  months  ended
September  30, 1996,  from $2.2 million for the nine months ended  September 30,
1996, for the reasons discussed above.

     Actual Consolidated Three Months Ended September 30, 1996, Compared to
      Pro Forma Combined Historical Three Months Ended September 30, 1995

Revenues for the third  quarter of 1996  increased  $7.4 million,  or 19.6%,  to
$45.1 million from $37.7  million for the third  quarter of 1995  primarily as a
result of  increased  air and  ground  delivery  revenues.  Revenues  at SureWay
increased $4.2 million to $14.9 million for the third quarter of 1996.  Revenues
in the Company's consolidated Northeast Region (formerly American Courier, Click
Messenger,  and Court  Courier)  increased $2.0 million to $9.1 million from the
$7.1 million  combined total revenues for the same period in 1995. The Company's
Manhattan Region posted a $0.8 million increase in revenues to $4.2 million from
the  combined  $3.4  million in the third  quarter  of 1995 of  Orbit/Lightspeed
Courier, Olympic Courier, and the Manhattan Division of Click Messenger. For the
third quarter of 1996, ground delivery revenues  increased $3.5 million (15.5%),
air delivery  revenues  increased $2.7 million (25.2%),  and logistics  revenues
increased  $1.2 million  (28.9%) over the third quarter of 1995. The increase in
ground and air revenues from the third quarter of 1995 was largely  attributable
to the addition of customers in the computer hardware,  computer  software,  and
pharmaceutical  industries,  increased demand from existing customers,  and from
the purchase  acquisitions  made in the second  quarter of 1996. The increase in
logistics  revenues resulted  primarily from new customers in the computer parts
supplies  and  office  products   industries  gained  by  the  distribution  and
fulfillment logistics services..

Gross profit for the third quarter of 1996 increased $2.1 million,  or 18.1%, to
$13.7 million from $11.6  million for the third quarter of 1995,  primarily as a
result of the increase in ground and air delivery revenues discussed above.

Selling,  general,  and  administrative  expenses for the third  quarter of 1996
increased  $2.6 million,  or 25.7%,  to $12.7 million from $10.1 million for the
third  quarter of 1995.  As a percentage  of  revenues,  selling,  general,  and
administrative  expenses  increased to 28.2% for the third  quarter of 1996 from
26.9% for the same period in 1995.  Approximately  $1.1  million of the increase
resulted from corporate overhead  expenses,  including salaries and benefits for
members of senior management and administrative staff, professional fees, travel
and  office  expenses,   and  other  costs  related  to  the  establishment  and
maintenance of the Company's  corporate and  administrative  infrastructure as a
public  company,  which was not the case in 1995. In addition,  a portion of the
increase in selling,  general,  and administrative  expenses was attributable to
costs necessary to consolidate  and combine certain of the Company's  facilities
and operations.

The provision for income taxes for the third quarter of 1996 decreased $108,000,
to $325,000,  from  $433,000  for the same quarter in 1995 due to lower  taxable
income, offset by the use of a higher effective tax rate in 1996.

For the reasons discussed above, net income declined $348,000, from $797,000 for
the three months  ended  September  30,  1995,  to $449,000 for the three months
ended September 30, 1996.

Liquidity and Capital Resources

         Working  capital at September  30,  1996,  amounted to  $6,991,000,  as
compared  to  $7,542,000  at  December  31,  1995.  The  decrease  is  primarily
attributable  to  seasonal  changes in current  assets and  liabilities  and the
financing of purchase  acquisitions  made in 1996.  During the nine months ended
September 30, 1996, net cash used by operating activities was $2.5 million. Cash
used in investing  activities  was $2.8 million,  which  primarily  consisted of
funds used for the  acquisitions  of four companies  during the second and third
quarters of 1996 and equipment  purchases of  approximately  $1.2 million.  Cash
provided by financing activities was $1.2 million,  which consisted primarily of
an  increase  in  borrowing  under  the  Company's  line of  credit,  offset  by
repayments of outstanding debt.
         In May 1996, the Company entered into a two-year  agreement with Summit
Bank and Mellon Bank N.A.  to  establish a  revolving  credit  facility.  Credit
availability  is based on certain  criteria,  up to an initial maximum amount of
$15,000,000, which may under certain conditions be increased to $25,000,000, and
is secured by certain  assets,  including  accounts  receivable and stock of the
Company  and  its   subsidiaries.   Availability  at  September  30,  1996,  was
approximately  $11,000,000,  of which approximately $4,500,000 was available for
future  borrowings.  Interest  rates on borrowings are based on margins over the
banks' lending rates or the London Inter-bank Offered Rate. The credit agreement
has certain restrictive  covenants,  with which the Company was in compliance at
September 30, 1996.

         Management believes that cash flows from operations,  together with its
current sources of liquidity and borrowing  capacity,  are sufficient to support
the   Company's   operations   and  general   business  and  capital   liquidity
requirements.   The  Company  will  continue  to  seek   opportunities  to  make
appropriate acquisitions under an opportunistic acquisition program. The Company
intends to use its Common Stock for all or a portion of the  consideration to be
paid in future acquisitions.  However, the recent decline in the market value of
the Company's Common Stock has reduced the attractiveness of the Common Stock as
an acquisition medium. As a result, the Company will be required to utilize more
of its cash resources in order to effect its acquisition program.

Disclosure Regarding Forward Looking Statements

         The Private  Securities  Litigation Reform Act of 1995 provides a "safe
harbor" for forward looking statements.  Certain  information  contained in this
Form 10-Q includes  information that is forward  looking,  such as the Company's
expectations for future performance,  its growth and acquisition strategies, its
anticipated  liquidity and capital needs and its future  prospects.  The matters
referred to in such forward  looking  statements  could be affected by the risks
and  uncertainties   related  to  the  Company's   business.   These  risks  and
uncertainties include, but are not limited to, the effect of economic and market
conditions,  the Company's lack of prior operating  history,  the ability of the
Company to successfully integrate the business of acquired companies, the impact
of competition,  both for customers and for acquisition candidates, the need for
financing to implement  the Company's  strategic  plan, as well as certain other
risks described elsewhere herein and in the Company's Annual Report on Form 10-K
for the year ended  December  31,  1995.  Subsequent  written  and oral  forward
looking  statements  attributable to the Company or persons acting on its behalf
are expressly qualified in their entirety by the cautionary statements contained
herein and elsewhere in this Form 10-Q.


<PAGE>


                           Part II - OTHER INFORMATION

Item 1 - Legal Proceedings.

          The Company  and its  subsidiaries  are from time to time,  parties to
     litigation  arising in the normal course of their  business,  most of which
     involves  claims  for  personal  injury and  property  damage  incurred  in
     connection with their  operations.  Management  believes that none of these
     actions will have a material  adverse  effect on the financial  position or
     results of  operations  of the  Company  and its  subsidiaries.  Assumption
     Holdings Corp., Inc. vs. Securities  Courier Corp. was settled in September
     1996 for $75,000.  Mr. Brana,  the president of Securities  Courier  Corp.,
     paid the final $50,000 of the settlement out of his personal funds.

Item 2 - Changes in Securities.  Not applicable.

Item 3 - Defaults Upon Senior Securities.  Not applicable.

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) Exhibits -- none.

     (b) The Company has not filed any reports on Form 8-K during the relevant
           period.

     27  Financial Data Schedule (for electronic submission only)


<PAGE>


 
                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
         1934,  the  registrant  has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.



         Dated:   November 14, 1996      CONSOLIDATED DELIVERY & LOGISTICS, INC.




                                         By:___________________________
                                            Joseph G. Wojak
                                            Executive Vice President, Chief
                                                Financial Officer, Treasurer
                                                and Secretary
                                            (PRINCIPAL FINANCIAL AND
                                                     ACCOUNTING OFFICER)


<PAGE>



                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
         1934,  the  registrant  has duly caused this report to be signed on its
         behalf by the undersigned thereunto duly authorized.



         Dated:   November 14, 1996      CONSOLIDATED DELIVERY & LOGISTICS, INC.




         By: /s/ Joseph G. Wojak
                                         Joseph G. Wojak
                                         Executive Vice President, Chief
                                            Financial Officer, Treasurer
                                            and Secretary
                                         (PRINCIPAL FINANCIAL AND
                                                  ACCOUNTING OFFICER)