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

                                   FORM 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934

    For the fiscal year ended December 31, 2002

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Act
    of 1934

    For the transition period from _______________ to _______________

                         Commission File Number 0-30857


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

         Nevada                                           86-0982348
(State of Incorporation)                       (IRS Employer Identification No.)

                7400 N. Oracle Road, Suite 372, Tucson, AZ 85704
              (Address of company's principal executive office and
                          principal place of business)

                  (Registrants Telephone Number) (520) 575-5745

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock $.0001 par value
                                (Title of Class)

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

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-K is not contained herein, and no disclosure will be contained, to the best of
Registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [X]

The registrant's revenues for its most recent fiscal year were $99,151.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was  sold,  or the  average  bid  asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  The  aggregate  market value on May 9,
2003 was $589,933.

Number of  shares  outstanding  of each of the  registrant's  classes  of common
equity, (par value $.0001) as of May 9, 2003 was 24,343,001.

The following documents are herein incorporated by reference: None
<PAGE>
PART I......................................................................  3
     ITEM 1. DESCRIPTION OF BUSINESS........................................  3
             BUSINESS DEVELOPMENT...........................................  3
             BUSINESS.......................................................  3
             COMPETITION....................................................  4
             PATENTS........................................................  4
     ITEM 2. DESCRIPTION OF PROPERTY........................................  4
     ITEM 3. LEGAL PROCEEDINGS..............................................  5
     ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS...........  5

PART II.....................................................................  5
     ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
              MATTERS.......................................................  5
             HOLDERS........................................................  5
             DIVIDENDS......................................................  5
     ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION....  6
             OVERVIEW.......................................................  6
             RESULTS OF OPERATIONS..........................................  6
             REVENUES AND OPERATING MARGINS.................................  6
             OPERATING EXPENSES.............................................  7
             FINANCIAL CONDITION............................................  8
             SEASONALITY....................................................  8
             LIQUIDITY AND CAPITAL RESOURCES................................  8
             CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS..............  9
     ITEM 7. FINANCIAL STATEMENTS...........................................  9
     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
              AND FINANCIAL MATTERS.........................................  9

PART III....................................................................  9
     ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT..............  9
     ITEM 10. EXECUTIVE COMPENSATION........................................ 10
     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT................................................... 11
     ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................ 11
     ITEM 13. EXHIBITS AND REPORTS ON FORM 8K............................... 12
     ITEM 14. CONTROL AND PROCEDURES........................................ 11

SIGNATURE PAGE.............................................................. 13

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<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

OrderPro  Logistics,  Inc. was  incorporated  in the state of Arizona on May 12,
2000. OrderPro  Logistics,  Inc. had no operations until July 2000. On September
29, 2000 OrderPro  Logistics,  Inc.  completed a reverse  merger with  FifthCAI,
Inc., a Nevada  corporation.  FifthCAI  changed its name to OrderPro  Logistics,
Inc.  (see  Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations).  Throughout this filing, we refer to OrderPro Logistics,
Inc. as our company, we, or us.

Our primary  objective  is to utilize  OrderPro  Logistics,  Inc.'s  proprietary
software to combine the functional  elements of third-party  logistics  services
with Internet-based communication and carrier/shipper load matching. Part of our
objective  is to  establish  a  presence  on the  Internet  with a  database  of
information  relevant to the  shipment,  costing,  and  control of freight.  Our
services will actually create a new niche in the transportation  industry.  This
niche will provide  small-to-medium sized manufacturers an opportunity to become
more competitive with larger manufacturers by not just reducing freight cost but
by turning  freight  activity into a profit  center.  The mid-term and long-term
objective is to expand the existing  largely  regional  customer base nationally
and internationally to Mexico, Canada and Europe.

There has been no bankruptcy,  receivership or similar proceeding in the history
of OrderPro Logistics, Inc.

BUSINESS

OrderPro  Logistics,  Inc. is a  customer-oriented  provider of  innovative  and
cost-effective logistics solutions. With expertise in multi-modal transportation
management,  OrderPro Logistics,  Inc. provides complete transportation services
including   freight   brokerage,   on-site  logistics   management,   packaging,
assessment,  process improvement  consulting,  claims management,  private fleet
management and full-cycle  shipping and procurement cost assessment  management.
To provide cost-effective and efficient delivery, OrderPro Logistics has created
proprietary  web-enabled software to manage all transport and shipping processes
to  maximize  inbound  and  outbound  savings  and  provide  complete  real-time
logistics  management  services.  OrderPro  Logistics,  Inc.  through  our motor
carrier  subsidiary,  offers contract  carriage services to our client base. The
combination of our 3PL Program (third-party  logistics) and contract carriage is
a competitive advantage that will greatly benefit our company.

     *    Aggressive Acquisition Roll-Up:  OrderPro Logistics, Inc. has launched
          its  expansion   initiatives  by  actively  pursuing  acquisitions  of
          transportation  companies that are currently operating in markets that
          OrderPro  Logistics,  Inc. considers strategic to our growth plan. The
          initial acquisition was Great Plains  Transportation based in the area
          of Kansas City, Kansas.

     *    Leading Technology: OrderPro(TM) is a web-enabled proprietary software
          bringing profitable innovation to the transportation industry. Through
          this technology,  OrderPro Logistics,  Inc. is able to give nationwide
          rate  quoting,  select  cost-saving  carriers,  and  provide  complete
          on-site logistics management services.

     *    Revenue Sharing Agreements:  OrderPro Logistics,  Inc. has implemented
          an aggressive  third-party logistics and freight brokerage development
          plan focused on contracting with  manufacturers  to provide  efficient
          and  cost-effective   logistics   management  services  combined  with
          revenue-sharing agreements.

     *    Consistent Revenue Increase:  New contracts currently being negotiated
          are expected to contribute  approximately  $2 million to $4 million in
          total  revenues on an annual  basis  beginning  the second  quarter of
          FY2003. The basis of this revenue will be Great Plains Transportation,
          the 3PL Program and freight brokerage services.

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<PAGE>
COMPETITION

The freight brokerage business is characterized as highly  competitive.  Primary
competition for freight  brokerage comes from numerous  existing and new freight
brokers. All of the companies that provide freight  transportation  services are
potentially  competitors.  Most  of the  existing  logistics  companies  in this
industry are large  organizations  seeking the business of major  manufacturers.
Although our company will initially target  small-to-medium  size companies,  it
could  face  intense   competition  from  those  large   organizations  when  we
demonstrate the viability of these customers.  OrderPro Logistics, Inc. provides
all levels of service necessary to meet client needs.  These services range from
online  freight  booking and order  retrieval to  full-time,  on-site  logistics
management and director motor carrier services.

We are  establishing  a presence on the Internet with a database of  information
relevant to the  shipment,  costing,  and control of freight.  The value of this
database and the service provided by us gives both OrderPro Logistics,  Inc. and
its customers a competitive edge in the market place. Our services will actually
create a new niche in the  transportation  industry.  This  niche  will  provide
small-to-medium  sized  manufacturers  an opportunity to become more competitive
with  larger  manufacturers  by not just  reducing  freight  cost but by turning
freight activity into a profit center. Our ability to partner with our customers
is entirely unique within the transportation  industry.  This unique arrangement
with our  customers  will allow us to expand market share at a rate in excess of
that which would  normally be expected under more  conventional  supplier/vendor
circumstances.

According to current estimates,  the U.S. trucking industry is comprised of over
360,000  companies with total revenue of approximately  $255.5 billion per year.
To service this growing industry,  which has out-paced air transportation by $18
billion per year,  OrderPro  Logistics,  Inc. has the capabilities to manage all
stages within the transport and shipping area process.  Through our  technology,
we are able to give  real-time,  nationwide  rate  quoting,  select  cost-saving
carriers,  and provide complete on-site logistics  management  services.  United
through a  customer-needs-drive,  web-enabled system,  these services combine to
change the way transportation  services are utilized to allow  transportation to
become a profit-producing process.

The freight  brokerage  business  includes  telephone and Internet  servicing of
customers by personnel at corporate  headquarters.  On-site  logistics  managers
with support personnel at corporate  headquarters fill our company's  contracted
logistics  customer  needs.  The use of the Internet and other  electronic  data
exchange mediums enables smooth integration of both functional areas.

OrderPro  Logistics,  Inc. will send an annual  report to its security  holders,
which  shall  contain   audited   financial   statements.   The   registrant  is
electronically  filing this Form 10-KSB with the Securities Exchange Commission,
to comply with the reporting  requirements as promulgated by the commission.  As
such,  OrderPro  Logistics,  Inc.  will  advise  the  shareholders  that the SEC
maintains  an  Internet  site  that  contains  reports,  proxy  and  information
statements, and other information regarding registrants that file electronically
with the SEC at http://www.sec.gov.

PATENTS

OrderPro  Logistics,  Inc.  was issued a  Certificate  of  Registration  for the
OrderPro  Logistics  trademark by the United States patent and Trademark Office.
(Serial No. 78025345 and Registration No. 2704591.) OrderPro Logistics, Inc. has
not applied for any Patents.

ITEM 2. DESCRIPTION OF PROPERTY

Current  facilities  for  company  headquarters  are  located  in the  Northwest
Corporate  Center,  7400 North Oracle Road,  Tucson,  Arizona are expected to be
adequate  through 2003.  Provisions  have been made and we have a commitment for
additional  space in the building for  expansion  purposes if needed.  Corporate

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<PAGE>
headquarters expansion and related overhead will be minimal and disproportionate
as we grow. The monthly lease payment is $3,521 with annual escalations  through
May 31, 2003.

Great Plains  Transportation  facilities  are located at 6505 East I-35 Frontage
Road, City of Merriam, County of Johnson, and State of Kansas. The lease is with
The  Neighborhood  Group,  Inc.  Managing Agent for D and R Partners,  Inc., dba
Courtside  Offices.  The monthly lease payment is $875.00  through  December 31,
2003.

At this time, OrderPro  Logistics,  Inc. has no policy in terms of investment in
real  estate nor does it have any  investment  in real  estate and no  immediate
plans to invest in real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

OrderPro  Logistics,  Inc.  is a party to  routine  litigation  incident  to its
business,  primarily  related  to vendor  payment  issues.  Management  does not
believe  that the  litigation,  to which it is currently a part,  if  determined
adversely  to  the  company,  would  individually  or in  the  aggregate  have a
materially adverse affect on the company's  financial position or the results of
operations.

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

No matters  have been  submitted  to a vote of security  holders  other than the
agreement to merge with FifthCai Inc.

                                     PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

OrderPro  Logistics,  Inc.  began trading on the OTCBB as of September 05, 2002.
The trading symbol is OPLO.

The registrant's  securities meet the definition of penny stock as found in Rule
3a51-1 of the  Securities  Exchange  Act of 1934.  The  Securities  and Exchange
Commission has adopted Rule 15g-9 which established sales practice  requirements
for  certain low price  securities  (penny  stock).  Unless the  transaction  is
exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or
to effect the  purchase  of a penny  stock by, any  person  unless  prior to the
transaction:  (i) The broker or dealer has  approved  the  person's  account for
transactions in penny stocks pursuant to this rule and (ii) the broker or dealer
has  received  from the person a written  agreement to the  transaction  setting
forth the identity and quantity of the penny stock to be purchased.  In order to
approve a person's  account for transactions in penny stock the broker or dealer
must: (a) obtain from the person  information  concerning the person's financial
situation,  investment  experience,  and investment  objectives;  (b) reasonably
determine that  transactions  in penny stocks are suitable for that person,  and
that the person has  sufficient  knowledge and  experience in financial  matters
that the person reasonably may be expected to be capable of evaluating the risks
of transactions in penny stocks;  (c) deliver to the person a written  statement
setting forth the basis on which the broker or dealer made the determination (i)
stating in a highlighted  format that it is unlawful for the broker or dealer to
affect a  transaction  in penny stock unless the broker or dealer has  received,
prior to the  transaction,  a  written  agreement  to the  transaction  from the
person;  and (ii) stating in a  highlighted  format  immediately  preceding  the
customer  signature  line that (iii) the broker or dealer is required to provide
the person with the written  statement;  and (iv) the person should not sign and
return the written  statement to the broker or dealer if it does not  accurately
reflect the person's financial situation,  investment experience, and investment
objectives;  and (d) receive from the person a manually signed and dated copy of
the written  statement.  It is also required  that  disclosure be made as to the
risks  of  investing  in  penny  stocks  and  the  commissions  payable  to  the
broker-dealer,  as well as current price  quotations and the remedies and rights
available  in  cases of fraud in  penny  stock  transactions.  Statements,  on a
monthly basis must be sent to the investor  listing  recent prices for the penny
stock and information on the limited market.

HOLDERS

There are seventy-two (72) holders of our common equity as of December 31, 2002.

DIVIDENDS

There have been no cash dividends  declared to date and there are no plans to do
so. There are no restrictions  that limit the ability to pay dividends on common
equity  other  than the  dependency  on  OrderPro  Logistics,  Inc.'s  revenues,
earnings and financial condition.

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<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

This Form 10-KSB contains certain  statements that are not related to historical
results  including,  without  limitations,  statements  regarding  the  business
strategy,  objectives, and future financial position of OrderPro Logistics, Inc.
These statements are  forward-looking  statements  within the meaning of section
27A of the  securities act and section 21E of the Exchange Act and involve risks
and  uncertainties.  Although  we believe  that the  assumptions  on which these
forward-looking  statements are based are reasonable,  there can be no assurance
that such  assumptions will prove to be accurate and actual results could differ
materially from those discussed in the forward-looking statements.  Factors that
could cause or contribute to such differences  include,  but are not limited to,
those set forth in the preceding paragraph, as well as those discussed elsewhere
in this  report.  All  forward-looking  statements  contained in this report are
qualified in their entirety by this cautionary statement.

OVERVIEW

OrderPro  Logistics,  Inc. was  incorporated  in the state of Arizona on May 12,
2000, and had no operations  until July 2000. We provide  freight  brokerage and
logistics services through Internet access, on-site presence and custom designed
software.  During FY2001 and FY2002 our company put forth all efforts to develop
a publicly  traded  company and structure  our company for the initial  business
launch  during the 2nd  quarter  of  FY2003.  We  invested  in the  OrderPro(TM)
software  system  and the  organizational  framework  necessary  to  launch  and
maintain our business plan.

On September 29, 2000, we acquired  FifthCAI,  Inc., a public shell corporation,
in a capital transaction accompanied by a stock recapitalization. FifthCAI, Inc.
was  incorporated on February 2, 2000 and had only limited  operations until its
acquisition by OrderPro Logistics on September 29, 2000. In conjunction with the
acquisition,  OrderPro Logistics,  Inc. issued 240,000 shares of common stock to
the former stockholders for FifthCAI,  Inc. On a pro forma basis, had the merger
occurred on May 12, 2000, the combined loss would have been $1,300  greater.  In
conjunction  with the  acquisition,  we had a  reorganization  of our  equity to
establish a par value of $0.0001 per share and accomplish a  6.20-shares-for-one
split.

OrderPro  Logistics,  Inc.  continues  to market its primary  services,  freight
brokerage and third-party  logistics  services,  through  Internet  access.  The
acquisition  of Great  Plains  Transportation  is  expected  to provide up to $3
million in revenue when the  operation  reaches  optimum  level with  twenty-one
units.

RESULTS OF OPERATIONS

OrderPro Logistics, Inc. continued to have limited operations for the year ended
December 31, 2002,  with revenues of $99,151 and a loss of  $3,690,789.  Limited
operations in 2001 resulted in revenue of $895,020 and a loss of $550,565.

Capital  reserves at December 31, 2002 were essentially  depleted.  The costs of
operations  have  been  continuously  financed  through  funds  provided  by our
company's  founder.  The amount  outstanding and payable at December 31, 2002 is
$400,915.  We plan to  increase  working  capital  through the sale of stock and
debentures as well as seek strategic  mergers or acquisitions in the industry to
increase  revenue and cash flow.  We are  currently  seeking  capital for bridge
funding through several investment sources.

If OrderPro  Logistics,  Inc. is unable to increase  sales as  expected,  and/or
raise  additional  interim  capital to fully implement its business plan, it may
jeopardize our ability to continue as a going concern.

REVENUES AND OPERATING MARGINS

Revenue is derived from the  brokerage of freight  services.  A customer  either
contacts OrderPro  Logistics,  Inc. or contacts our on-site  representative with
details of freight that needs to be moved by truck. Additional revenue is earned
in that we provide our  customers  with  savings in shipping  costs and we share
that  savings  with  the  customer.   Revenue  is  also  developed  through  our
over-the-road  trucking operation.  Great Plains  Transportation was acquired by
OrderPro  Logistics,  Inc. in November  2002,  and has expanded its revenue base
through the increase of over-the-road equipment.  Great Plains Transportation is

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<PAGE>
a valuable  component of our 3PL Program since the shipping  requirements of our
customers can be insured by the  utilization of our own equipment in conjunction
with other for-hire fleets.  Revenue from Great Plains Transportation has become
a steady upward trend that will  continue  with the addition of operating  power
units.

Our marketing focus has been the  maintenance of the existing  customer base and
development  of new  customers.  Until  additional  capital has been  developed,
OrderPro  Logistics,  Inc.  will remain in its current  mode of  protecting  and
maintaining its existing  customer base. Once  additional  operating  capital is
acquired,  we expect to gain one new logistic customer (a customer that utilizes
our  on-site  management  services)  every  three  months and two new  brokerage
customer(s)  (customers  utilizing only our call-in services for freight orders)
each month.

We anticipated that OrderPro Logistics,  Inc. would have the required capital to
consolidate  less-than-truckload  shipments  into  truckload  shipments  thereby
generating  revenues based on a fixed  percentage of the shipping costs saved by
our  customer.  Without the capital  required  to provide  rapid  payment to the
carriers,  it is almost  impossible  to ship  freight at rate  levels  that will
assure our projected  operating margins.  We have proven that carriers will haul
freight for lower rates when they are paid  promptly.  Other  factors  affecting
margins are high fuel prices and our inability in certain cases to recover those
costs.  Numerous  small  companies  in the  trucking  industry  have gone out of
business reducing the number of companies  available to haul freight. We believe
that we could meet our anticipated margins if we were adequately funded.

OPERATING EXPENSES

The primary  expense during the course of normal  operations is the cost paid to
the truckers for moving the freight.  These costs should amount to approximately
75% of revenue.  We are currently  seeking  funding that will provide  operating
capital to fund our Rapid Pay Program for carriers.  Throughout  2002,  OrderPro
Logistics,  Inc.  had limited  freight  moving  operations  with minimal Cost of
Revenue.  The second largest  expense during the course of normal  operations is
for employees.  These  expenditures  were also minimal in 2002.  During 2002 the
company focused all available resources on achieving the approval of the SEC and
NASD to become a trading  company.  On  February  14,  2002 the  Securities  and
Exchange  Commission  issued  an  Order  Declaring  the  Registration  Statement
Effective  Pursuant to Section 8(a) of the  Securities  Act of 1933, as Amended,
File No. 333-53740.

The company has not  achieved  revenue  growth as a result of limited  financial
resources. While operations have been limited, development of the Internet-based
software system has continued. This proprietary program is an integral component
of  the  third-party   logistics  program.  The  company  is  currently  seeking
investment  support for the funding of its ongoing  operations  and  acquisition
candidates  that will enable it to achieve  revenues as defined by its  business
plan.

Our proprietary  software  system was completed  during 2002 and is currently in
the "Beta" testing phase through company-owned  operations and primary customers
of our Great Plains Transportation  subsidiary. The new system is accessible via
the  Internet  and can be  operated  through the  Internet  from  virtually  any
location worldwide. Features include direct access to our Rate Quotation System.
Customers  can access our Rate  Quotation  System via the  Internet to determine
their  freight cost and, in the case of our  logistics  customers,  can actually
establish  pricing  features that provide for built-in profit for all shipments.
Additional  features  include  direct  access to our system from the  customer's
location for the entry of freight orders,  and a feature for the direct entry of
the bill of lading.  Other features  include tracing of shipments in process and
issuing of management reports for cost and on-time  performance.  Our operations
and  management  personnel  have a full  range of  functions  available  for the
management  of all  dispatch  functions.  The system  provides  for  transfer of
accounting data to an accounting program through an interface feature making our
software even more  attractive to this prospect  base. We expect that our system
will be one of the primary  features a prospective  client will  consider,  when
entering into a contract with us to provide our services.

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FINANCIAL CONDITION

Throughout 2002 OrderPro Logistics, Inc. was in the process of increasing equity
capital  to  fund  the  growth  of the  company.  Our  strategic  plan  requires
additional capital to gain market acceptance with both carriers and customers. A
primary  objective  of  our  carrier  program  is to  improve  trucking  company
availability and loyalty by making payment to our carriers for their services in
an accelerated manner.  Trucking companies typically provide lower cost services
when receiving rapid payment.  This will require  establishing funding and lines
of credit that track our  accelerated  growth  plan.  Our Rapid Pay Program will
enhance our company's profit potential.

The significant cost incurred to develop our proprietary software as of December
31, 2002 was  $458,165.  Another  major aspect of the  strategic  plan calls for
rapid payment of carriers. Until such time as sufficient capital is available to
fund both the Rapid Pay Program and the growth of the company,  this plan cannot
be implemented. Currently, trade account receivables are less than trade account
payables due to the use of cash to fund the growth of the company.  During 2002,
OrderPro  Logistics,  Inc. raised an additional  $370,150.00 through the sale of
10% convertible debentures. Proceeds from the issuance of convertible debentures
through  December 31, 2002 was $938,825.00 with $580,050.00 of that amount being
converted to shares in OrderPro Logistics, Inc.

SEASONALITY

We do not experience seasonal fluctuation other than weather related slowdowns.

LIQUIDITY AND CAPITAL RESOURCES

OrderPro Logistics,  Inc. had a net working capital (current assets less current
liabilities)  deficit at December 31, 2002.  The company is  attempting to raise
additional  debt or equity  capital to allow it to expand the  current  level of
operations. Cash used by operations was $332,696 for the year ended December 31,
2002.

The audited financial statements for the year ending December 31, 2002 have been
prepared  assuming that  OrderPro  Logistics  will continue as a going  concern.
Operations  commenced  in 2000 with  losses of  $296,639  for the  period  ended
December 31, 2000, and has limited working capital  reserves.  We expect to face
many  operating and industry  challenges  and will be doing business in a highly
competitive  industry.  These factors  raise  substantial  doubt about  OrderPro
Logistics ability to continue as a going concern.

To date, OrderPro Logistics has financed its operations  principally through the
founder's  investment  and the  placement of  convertible  debentures.  OrderPro
Logistics,  Inc.  believes  that it has and will  have  sufficient  cash flow to
continue its  operations  through  December 31, 2003.  We will consider both the
public and private sale of securities and or debt  instruments  for expansion of
its  operations if such  expansion  would benefit the overall  growth and income
objectives  of the  company.  Should  sales  growth  not  materialize,  OrderPro
Logistics may look to these public and private  sources of financing.  We do not
know whether we can obtain  sufficient  capital on acceptable  terms, if at all.
Under such  conditions,  failure to obtain  such  capital  likely  would  affect
adversely the company's ability to continue as a going concern,  or at a minimum
negatively impact the company's ability to timely meet its business  objectives.
Additional  funds needed to continue  operations  through  December 31, 2003 are
$600,000.  Of this amount $400,000 will be raised through  operations.  However,
the funds required to continue  operations will not achieve solvency.  The funds
required to achieve solvent  operations  would be approximately  $1,000,000,  of
which  $400,000  would be raised through  operations.  If the debenture  holders
elect not to convert to common  stock,  OrderPro  Logistics,  Inc.  will need an
additional $358,775 plus interest to meet its obligations.

The infusion of the needed  additional  capital would allow OrderPro  Logistics,
Inc. to fully  implement  its business  plan with the carriers and obtain all of
the pricing  benefits that would  accompany  its Rapid Pay Program.  The earlier
that this  program  can be  achieved,  the better the  prospects  for  achieving
profitable.  The funds to be applied to completion  for the software and systems
would likewise  increase the efficiency of the entire shipping  process.  Should
OrderPro  Logistics,  Inc. be unable to obtain the  additional  funding it could
seek to continue  operations as a transportation  broker on a scaled-back level.
Failure to implement the software  system would limit the growth of sales due to
the limited  capacity of the  automated  system and the  concurrent  incremental

                                       8
<PAGE>
costs  of  manual  processing.   Were  these  short-term  (12  months),  capital
requirements  fully  funded  we do  not  foresee  additional  long-term  capital
requirements  except to fund growth which requires increased capital as accounts
receivable increase.

Our working capital and other capital  requirements  during the next fiscal year
and  thereafter  will vary based on the sales revenue  generated by the company.
Management believes that a key operational need is to pay the truckers for their
services on a basis that is  superior to payment  terms  truckers  receive  from
other  shippers  and  brokers.  When  payment to the  truckers  is made  quickly
OrderPro Logistics, Inc. can effectively negotiate for lower costs. When payment
to the  truckers  is made  quickly  we will  have a greater  number of  truckers
desiring to haul freight for us. The  relationship  between  increased  revenue,
increased  receivables  and  increased  capital is direct as a result of delayed
payment by our customers.  As revenues  increase the amount of capital needed to
fund the Rapid Payment Program will increase.

Both the public and  private  sale of  securities  and/or debt  instruments  for
expansion of operations  will be considered if such expansion  would benefit the
overall  growth and income  objectives  of the company.  Should sales growth not
materialize,  the  company  may look to these  public  and  private  sources  of
financing. The potential of obtaining sufficient capital on acceptable terms, if
at all,  is  uncertain.  Any  additional  equity  financing  may be  dilutive to
shareholders and such additional equity securities may have rights,  preferences
or  privileges   that  are  senior  to  those  of  our  existing  common  stock.
Furthermore,  debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on our operating
flexibility.  Failure  to obtain  capital  likely  would  adversely  affect  the
company's  ability  to  continue  as a going  concern or  negatively  impact the
company's ability to meet its business objectives.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

ADDITIONAL FINANCING. OrderPro Logistics, Inc. will require additional financing
to achieve growth in operations and to support working capital requirements.  We
may seek  additional  financing  through  private  placements  of debt or equity
financing.

TECHNOLOGICAL CHANGE.  OrderPro Logistics,  Inc. has been able to keep pace with
software  changes with the continuing  design and development of its proprietary
software.

COMPETITION.  OrderPro Logistics, Inc. faces competition from many sources, most
of which are larger and have significantly more resources.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements of OrderPro Logistics, Inc. are filed as a part of this
Annual Report. See index to the financial statements on Page F-1.

ITEM 8. CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL MATTERS

There have been no changes of Accountants or disagreements with the registrant's
Accountants on accounting and financial matters.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following  table sets forth the names and ages of the current  directors and
officers of our company and the principal offices and positions with our company
held by each person.

     Name                Age                          Position
     ----                ---                          --------
Richard L. Windorski     62      President, Chief Executive Officer and Director
Patricia Robinson        58      Secretary/Treasurer, Chief Financial Officer,
                                 Director
Joel K. Windorski        56      Director
Robert L. Best           67      Director
Robert Kuchowicz         60      Vice President of Operations

                                       9
<PAGE>
The following is a brief summary of the Directors,  and Officers including their
business experiences.

Mr. Richard L. Windorski is Chairman of the Board, President and Chief Executive
Officer. He has over 30 years experience in the manufacturing and transportation
industry  and has  effectively  proven that  transportation  brokerage/logistics
management can be successful in a competitive marketplace if service is based on
solid  concepts and is  believable  on the part of the clients.  His  experience
includes  senior  positions  in  materials  and  production   management  during
employment with Control Data Corporation,  Arctic Enterprises, and Wausau Homes.
He has worked in the transportation industry as President of a regional contract
carrier and  transportation  broker. For the five years Mr. Windorski has served
as founder and President of EMC Transportation,  Inc., which until June 30, 2000
provided the freight  brokerage  services upon which  OrderPro  Logistics,  Inc.
builds its base. He holds a Bachelor of Science Business Administration from the
University of Minnesota.

Ms. Patricia Robinson is a Director,  Secretary  Treasurer,  and Chief Financial
Officer. She has been with OrderPro Logistics,  Inc. since November of 2000. Her
prior  experience  includes the  positions of Executive  Director and  Financial
Director for a nationally  accredited  behavioral health agency.  She has twenty
years  of  senior  management   experience  including  systems  development  and
compliance requirements with national, state, and local government entities.

Mr. Joel K. Windorski retired from the Arizona School System in November of 2002
after 25 years of service. His primary responsibilities  involved the management
and control of facilities  and grounds for the San Manuel School  District.  Mr.
Windorski  attended Adams State College at Alamosa,  Colorado with primary focus
in business  Administration.  He specialized in Electricity  and  Electronics at
Central Arizona College and Pima Community  College in Tucson,  Arizona where he
completed course work in general accounting and finance.

Mr.  Robert L. Best is  formerly  of the Gunite  Corporation  and brings over 43
years of cost value analysis experience to OrderPro  Logistics.  While at Gunite
he was involved in the  management of production  and inventory  control  before
moving into purchasing management as a Certified Purchasing Manager.  During his
tenure, he participated and supervised cost value analysis programs.

Mr. Robert  Kuchowicz is Vice President of Logistics  Operations and has over 35
years  experience  in the  engineering,  manufacturing  and material  management
industries.  He has held senior  management  positions for the last 20 years and
brings  significant  knowledge and background in engineering,  manufacturing and
materials management to the company.

There are currently no committees on the Board of Directors.

There are no  agreements  that a Director  will resign at the request of another
person and the above  named  Director is not acting on behalf of nor will act on
behalf of another person.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The  Officers,  Directors and those  beneficially  owning more than 10% of small
business company's class of equity securities registered under Section 12 of the
Exchange Act,  shall file reports of ownership and any change in ownership  with
the Securities and Exchange Commission.  Copies of these reports are to be filed
with our company.

ITEM 10. EXECUTIVE COMPENSATION

No employee  received more than $100,000 in compensation  during FY2002.  During
the year ended December 31, 2002, the company focused all available resources on
activities necessary to become a trading company. Normal operations were minimal
and salary  expenses were  significantly  reduced.  The company  recognizes  the
critical  contribution  of its key  employees  and  compensated  them for  their
ongoing efforts and support by granting shares of restricted common stock.

                                       10
<PAGE>
The President will not participate in any finders' fees however; he will receive
some  benefits  as a  beneficial  owner  of  the  registrant  upon a  merger  or
acquisition.  Furthermore,  there  are no stock  option  plans,  pension  plans,
insurance coverage or other benefit programs adopted by the registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of our company's  Common Stock as of the date of this  prospectus  by:
(i) each  stockholder  known by OrderPro  Logistics,  Inc. to be the  beneficial
owner of more than five  percent  of the  outstanding  Common  Stock,  (ii) each
director of OrderPro  Logistics,  Inc. and (iii) all directors and officers as a
group. The percentages  shown are based on the 16,638,501 shares of common stock
outstanding as of the date of this prospectus.

All  those  named in the  following  table  can be  contacted  through  OrderPro
Logistics, Inc 7400 N. Oracle Road Suite 372, Tucson, AZ 85704

                                                               Percentage
Name                                 Number of Shares     Beneficially Owned (1)
----                                 ----------------     ----------------------
Richard L. Windorski (2)                  7,435,334               44.7%
Patricia L. Robinson                        333,333                2.0%
Joel K. Windorski                           371,000                2.0%
Robert L. Best                               66,667                 .5%
Robert Kuchowicz                            316,667                2.0%
All officers and directors as a
 group (4 persons)                        8,523,001               51.2%

----------
(1)  Except as otherwise  indicated,  we believe that the  beneficial  owners of
     Common Stock listed above,  based on information  furnished by such owners,
     have sole investment and voting power with respect to such shares,  subject
     to  community  property  laws where  applicable.  Beneficial  ownership  is
     determined  in  accordance  with the rules of the  Securities  and Exchange
     Commission and generally  includes voting or investment  power with respect
     to  securities.  Shares of  Common  Stock  subject  to  options,  warrants,
     conversion privileges or other rights currently exercisable, or exercisable
     within 60 days,  are deemed  outstanding  for  purposes  of  computing  the
     percentage  of the person  holding such  options or  warrants,  but are not
     deemed  outstanding  for purposes of computing the  percentage of any other
     person.
(2)  Mr.  Windorski is the beneficial  owner of a company known as OP Logistics,
     L.P. that is the registered owner of the common shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no parents of this small business registrant.

There are and have been no transactions with promoters.

There were no material  underwriting  discounts and commissions upon the sale of
securities by the registrant where any of the specified  persons was or is to be
a principal  underwriter or is a controlling person or member of a firm that was
or is to be a principal underwriter.

There were no  transactions  involving the purchase or sale of assets other than
in the ordinary course of business.

As part of the formation of OrderPro  Logistics,  Inc. Mr. Richard L. Windorski,
the  major  beneficial  shareholder  President  and CEO,  initially  contributed
furniture,  property  and other  assets to our company in exchange for shares of
stock in OrderPro Logistics, Inc.

                                       11
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     10.1   Code of Ethics
     99.1   Certification of Chief Executive Officer.
     99.2   Certification of Chief Financial Officer.

(b) Reports on Form 8-K

None

ITEM 14. CONTROLS AND PROCEDURES

OrderPro  Logistics,  Inc.  maintains  disclosure  controls and  procedures  (as
defined in Rule  13a-14 of the  Exchange  Act) that are  designed to ensure that
information  required to be  disclosed in our  company's  Exchange Act report is
recorded,  processed,  summarized and reported within the time periods specified
in the  SEC's  rules and forms and that  such  information  is  accumulated  and
communicated  to  our  company's  management,   including  our  company's  Chief
Executive Officer and Chief Financial Officer,  as appropriate,  to allow timely
decisions  regarding  required  disclosure.  In  designing  and  evaluating  the
disclosure controls and procedures,  management recognized that any controls and
procedures,  no  matter  how  well  designed  and  operated,  can  provide  only
reasonable  assurance of achieving the desired control objectives and management
necessarily   was  required  to  apply  its  judgment  in  the   evaluating  the
cost-benefit relationship of possible controls and procedures.

Our Chief Executive  Officer and Chief Financial  Officer have within 90 days of
the filing of this annual report,  evaluated the effectiveness of our disclosure
controls and procedures  (as defined in Rule  13a-14(c) and 15d-14(c)  under the
Securities  Exchange  Act of 1934,  as amended)  and have  determined  that such
disclosure controls and procedures are adequate.  There have been no significant
changes in our internal  controls or in other  factors that could  significantly
affect our internal controls since the date of evaluation. We do not believe any
significant  deficiencies or material weaknesses exist in our internal controls.
Accordingly, no corrective actions have been taken.

                                       12
<PAGE>
                                 SIGNATURE PAGE

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

ORDERPRO LOGISTICS, INC




May 13, 2003                        /s/ Richard L. Windorski
                                    ------------------------------------------
                                    Richard L. Windorski, President and
                                    Chief Executive Officer, Director



May 13, 2003                        /s/ Patricia Robinson
                                    ------------------------------------------
                                    Patricia Robinson, Chief Financial Officer,
                                    Director, Secretary, and Treasurer

                                       13
<PAGE>
CERTIFICATION

I, Richard L. Windorski,  Chief Executive  Officer of OrderPro  Logistics,  Inc.
certify that:

1.   I have reviewed  this annual  report on Form 10-KSB of OrderPro  Logistics,
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   Presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 13, 2003

/s/ Richard L. Windorski
-----------------------------
Richard L. Windorski
Chief Executive Officer

                                       14
<PAGE>
CERTIFICATION

I,   Patricia  Robinson,  Chief Financial Officer of OrderPro  Logistics,  Inc.,
     certify that:

1.   I have reviewed  this annual  report on Form 10-KSB of OrderPro  Logistics,
     Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b.   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c.   Presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     a.   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b.   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 13, 2003

/s/ Patricia Robinson
----------------------------
Patricia Robinson
Chief Financial Officer

                                       15
<PAGE>
                              FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS


ORDERPRO LOGISTICS, INC.

Report of Independent Accountants ................................... F-2

Balance Sheet - December 31, 2002 ................................... F-3

Statements of Operation for the two years
  ended December 31, 2002 ........................................... F-4

Statements of Stockholders' Equity for the
  two years ended December 31, 2002 ................................. F-5

Statements of Cash Flows for the two years
  ended December 31, 2002 ........................................... F-6

Notes to Financial Statements for the
  two years ended December 31, 2002 ................................. F-7 - F-13

                                      F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO THE STOCKHOLDERS AND THE BOARD OF DIRECTORS OF
ORDERPRO LOGISTICS, INC.

We have audited the accompanying balance sheet of OrderPro Logistics,  Inc. (the
Company) as of  December  31, 2002 and the  related  statements  of  operations,
stockholders'  equity and cash flows for the two years ended  December 31, 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  amounts  and  disclosures  in the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of OrderPro Logistics,  Inc. as of
December 31, 2002,  and the results of its operations and its cash flows for the
two years ended  December  31, 2002 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company  commenced  operations in
2000,  has  incurred  losses of  $4,537,993  since  inception  and has a deficit
working  capital of $936,061 at December 31, 2002.  The Company  expects to face
many  operating and industry  challenges  and will be doing business in a highly
competitive industry.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management's plans with regard to these
matters are  discussed in Note 1. The  financial  statements  do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.


                                  /s/ James C. Marshall, CPA, P.C.

Scottsdale, Arizona
May 12, 2003

                                      F-2
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                                  Balance Sheet
                                December 31, 2002

<TABLE>
<CAPTION>
                                                                            December 31,
                                                                               2002
                                                                            -----------
<S>                                                                         <C>
                                     ASSETS
Current Assets
  Accounts receivable - trade net of allowance for doubtful accounts        $    27,165
                                                                            -----------

      Total Current Assets                                                       27,165

Property and equipment, net of accumulated depreciation                          34,668

Purchased and internally developed software, net of amortization                292,544
Customer and vendor data, net of amortization                                   179,438
Goodwill                                                                        236,187
                                                                            -----------

      Total Assets                                                          $   770,002
                                                                            ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Bank overdraft                                                            $    50,334
  Accounts payable                                                              183,481
  Accrued liabilities                                                           165,721
  Note payable                                                                   15,000
  Due to officer                                                                400,915
  Convertible debentures                                                        147,775
                                                                            -----------

 Current liabilities                                                            963,226

Long-term liabilities
  Convertible debentures                                                        211,000
                                                                            -----------

      Total Liabilities                                                       1,174,226

Stockholder's Equity
  Common stock, $.0001 par value, authorized 100,000,000 shares,
   issued and outstanding 15,979,334 shares at December 31, 2002                  1,598
  Additional paid-in capital                                                  4,132,171
  Accumulated deficit                                                        (4,537,993)
                                                                            -----------

      Total Stockholders' Equity (Deficit)                                     (404,224)
                                                                            -----------

      Total Liabilities and Stockholders' Equity                            $   770,002
                                                                            ===========
</TABLE>

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

                                      F-3
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                             Statements of Operation
                    for the two years ended December 31, 2002

                                                    For the year ended
                                                        December 31,
                                              ---------------------------------
                                                  2002                 2001
                                              ------------         ------------
Revenue                                       $     99,151         $    895,020

Cost of Sales:
  Direct cost of revenue                            60,347              688,818
  Employee costs                                   450,800              114,370
  Rent and occupancy costs                          18,432               22,538
  Amortization and depreciation                    237,706              107,459
  Subcontract services                             140,356                   --
                                              ------------         ------------

      Cost of Goods Sold                           907,641              933,185
                                              ------------         ------------

Gross Loss                                        (808,490)             (38,165)

Expenses
  Administrative costs                           1,785,870              235,789
  Employee costs                                   968,606              212,401
  Rent and occupancy costs                          19,360               12,138
  Interest expense                                 106,801               50,542
  Amortization and depreciation                      1,662                1,530
                                              ------------         ------------

      Total Costs                                2,882,299              512,400
                                              ------------         ------------

Loss before income tax benefit                  (3,690,789)            (550,565)

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

Net Loss                                      $ (3,690,789)        $   (550,565)
                                              ============         ============
Loss per common share
  Basic                                       $      (0.34)        $      (0.11)
                                              ============         ============

  Diluted                                     $      (0.34)        $      (0.11)
                                              ============         ============
Weighted average shares outstanding
  Basic                                         10,890,726            4,939,954
                                              ============         ============

  Diluted                                       10,890,726            4,939,954
                                              ============         ============

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

                                      F-4
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                       Statements of Stockholders' Equity
                    for the two years ended December 31, 2002

<TABLE>
<CAPTION>
                                         Common Stock           Additional
                                   -----------------------       Paid In     Accumulated
                                    Shares        Amount         Capital       Deficit          Total
                                    ------        ------         -------       -------          -----
<S>                               <C>           <C>           <C>           <C>             <C>
Balance at January 1, 2001         4,900,000     $     490     $  398,559    $  (296,639)    $   102,410

Conversion of debentures to
 common stock                         41,667             4         12,496                         12,500

Net loss                                                                        (550,565)       (550,565)
                                 -----------     ---------     ----------    -----------     -----------

Balance at December 31, 2001       4,941,667           494        411,055       (847,204)       (435,655)

Conversion of debentures to
 common stock                      1,461,000           146        481,906                        482,052

Exchange of stock for services/
 accounts payable                  9,576,667           958      3,239,210                      3,240,168

Net loss                                                                      (3,690,789)     (3,690,789)
                                 -----------     ---------     ----------    -----------     -----------

Balance at December 31, 2002      15,979,334     $   1,598     $4,132,171    $(4,537,993)    $  (404,224)
                                 ===========     =========     ==========    ===========     ===========
</TABLE>

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

                                      F-5
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                             Statements of Cash Flow
                    for the two years ended December 31, 2002

<TABLE>
<CAPTION>
                                                               December 31,        December 31,
                                                                  2002                2001
                                                               -----------         -----------
<S>                                                            <C>                 <C>
Loss from operations                                           $(3,690,789)        $  (550,565)
  Adjustments to reconcile net loss from operations
   to net cash provided by (from) operating activities:
    Amortization and depreciation                                  239,368             108,989
    Allowance for doubtful accounts                                     --              18,103
    Goodwill                                                       236,187                  --
    Issuance of stock for services                               2,920,050                  --
Changes in operating assets and liabilities
  (Increase) decrease in accounts receivable                       (16,883)            202,878
  Decrease in due from officer and employee                             --               2,933
  Decrease in prepaid expenses                                          --               2,374
  Increase in bank overdraft                                        34,941               9,108
  (Decrease) in accounts payable                                   (31,929)           (300,486)
  Increase (decrease) in accrued liabilities                       (23,641)            140,332
                                                               -----------         -----------

Net Cash Provided (Used) by Operating Activities                  (332,696)           (366,334)
                                                               -----------         -----------
Cash Flows From Investing Activities
  Acquisition of property, equipment, software and
   customer and vendor data                                       (141,929)            (71,761)
                                                               -----------         -----------

Net Cash Provided (Used) by Investing Activities                  (141,929)            (71,761)
                                                               -----------         -----------
Cash Flows From Financing Activities
  Proceeds from notes payale                                        15,000              62,000
  Repayment of notes payable                                       (62,000)            (97,740)
  Proceeds from due to officer, net                                301,898              50,235
  Proceeds from convertible debentures                             214,152             429,175
                                                               -----------         -----------

Net Cash Provided (Used) by Financing Activities                   469,050             443,670
                                                               -----------         -----------

Net increase (decrease) in cash                                     (5,575)              5,575

Cash at beginning of year                                            5,575                  --
                                                               -----------         -----------

Cash at end of year                                            $        --         $     5,575
                                                               ===========         ===========
Supplemental Disclosures
  Interest expense                                             $   106,801         $    50,542
                                                               ===========         ===========
</TABLE>

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

                                      F-6
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 1 - THE COMPANY

OrderPro  Logistics,  Inc.  (the  "Company")  was  incorporated  in the state of
Arizona on May 12,  2000.  The Company had no  operations  until July 2000.  The
Company  provides  freight  brokerage,  and logistics  services through internet
access,  on-sight  presence and custom designed  software and commencing in late
2002 began providing freight transportation services.

On  September  29, 2000,  the Company  acquired  FifthCAI,  Inc., a public shell
corporation,  in a capital transaction  accompanied by a stock recapitalization.
FifthCAI,  Inc.  was  incorporated  on  February  2,  2000 and had only  limited
operations until its acquisition by OrderPro Logistics on September 29, 2000. In
conjunction with the acquisition,  the Company has a reorganization of it equity
to  establish a par value of $0.0001 per share and  accomplish a 6.20 shares for
one split.

On November 15, 2002, the Company acquired Great Plains Transportation,  Inc. in
exchange for a cash payment of $39,000, a convertible debenture in the amount of
$190,000 and a note  payable for $15,000 that is due in June 2003.  Great Plains
provides freight transportation services for customers.

MANAGEMENT PLANS AND GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company had limited  operations
since  inception,  had losses of $3,690,789  and $550,565  respectively  for the
years  ended  December  31,  2002 and  2001,  and has  limited  working  capital
reserves. The Company expects to face many operating and industry challenges and
will be doing business in a highly competitive industry.

Capital  reserves at December 31, 2002 were  essentially  depleted.  The Company
plans to increase  working  capital  through the sale of stock and debentures as
well as seek  strategic  mergers or  acquisitions  in the  industry  to increase
revenue and cash flow.

If the Company is unable to increase sales as expected,  and/or raise additional
interim  capital to fully  implement its business  plan, it may  jeopardize  the
ability of the Company to continue as a going concern.

These  financial  statements  do not  include  any  adjustments  relating to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of liabilities that might result should the Company be unable to
continue as a going concern.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

Revenue  and  Expense  Recognition  - The Company  recognized  revenue  when the
freight is  tendered  to the  carrier at origin,  and the  Company  records  the
concurrent  liability to the carrier and any other expenses  related to shipment
for which the Company is liable. Where the Company does not assume the liability
for payment of expenses,  or risk of collection it  recognizes  commission  upon
performance  of services.  Where the Company  provides  transportation  services
revenue is recognized when the load is delivered and accepted by the customer.

                                      F-7
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts  Receivable  - The  Company  recognizes  revenue  based on its  revenue
recognition  policy and provides an allowance for doubtful accounts based on the
Company's  evaluation of credit  worthiness  and  collection  prospects for each
client. All amounts are estimated to be collectible.

Property  and  Equipment  -  Property  and  equipment  are  carried at cost less
accumulated depreciation.  Cost was determined based on the depreciated carrying
value of the  stockholder  at the time the assets  were  placed in the  Company.
Property  and  equipment  is  depreciated  on a  straight  line  basis  over the
estimated useful life of the asset, ranging from three to seven years.

Purchased  and  Internally  Developed  Software - The  Company is  committed  to
completion  of an  internet  and  software  system  for  its  internal  use  and
potentially  for  sale or  lease  to  third  parties.  In  accordance  with  the
provisions of the American Institute of Certified Public  Accountants  Statement
of Position  98-1,  Accounting for the Costs of Computer  Software  Developed or
Obtained for Internal Use the Company has capitalized  certain costs incurred in
the  development  of  internal-use  software.  The remaining  development  costs
related to  completion  of this asset is estimated  to be  $200,000.  The amount
capitalized as an asset of the Company is being  depreciated  over its estimated
useful life.

Customer  and Vendor Data - The Company  purchased  customer and vendor data and
related  database  information  that is used to  speed  order  matching  and the
pricing process. This database is being amortized over its estimated useful life
of seven years.

Goodwill  - The Cost of  investments  in  purchased  companies  in excess of the
underlying  fair value of net assets at the date of  acquisition  is recorded as
goodwill and assessed annually for impairment. If considered impaired,  goodwill
will  be  written  down  to  fair  value  and a  corresponding  impairment  loss
recognized.

In June 2001,  the FASB  issued  SFAS No.  142,  Goodwill  and Other  Intangible
Assets.  This  statement  establishes  accounting  and  reporting  standards for
goodwill and intangibles for years commencing  after December 15, 2001.  Whether
already  acquired or subsequently  acquired after the effective date,  companies
are required to identify intangibles with finite lives and those with indefinite
lives.  Those  intangibles  with  finite  lives  are to be  amortized  over  the
estimates  useful lives of the assets while those with indefinite  lives are not
to be amortized.  Goodwill is not to be amortized.  Each  intangible or goodwill
asset should be analyzed at least annual for impairment where the carrying value
is in excess of the fair value of the  intangibles  and in excess of the implied
fair value in the case of goodwill  assets.  The asset's carrying value is to be
reduced  by a charge  to  income if the fair  value is lower  than the  carrying
value.

                                      F-8
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment  of  Long-lived  Assets - The  Company  accounts  for  impairment  of
long-lived assets in accordance with Statement of Financial Accounting Standards
No. 121,  Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
Assets to be Disposed Of (SFAS 121). SFAS 121 requires that long-lived assets be
continually  reviewed for impairment whenever events or changes in circumstances
indicate  that the  remaining  estimated  useful  life of the assets may warrant
revision  or that the  balance may not be  recoverable.  The  Company  evaluates
possible  impairment by comparing  estimated future cash flows,  before interest
expense  and on an  undiscounted  basis,  to the net book  value of  assets.  If
undiscounted cash flows are insufficient to recover assets,  further analysis is
performed in order to determine the amount of the impairment.  The Company would
record an  impairment  loss equal to the amount by which the carrying  amount of
the assets  exceeds  their  fair  market  value.  Fair  market  value is usually
determined based on the present value of estimated expected future cash flows on
a per  transaction  basis  using a  discount  rate  commensurate  with the risks
involved.  The estimated future cash flows associated with long-lived assets are
greater than the carrying  value of such assets and no impairment  loss needs to
be recognized.

Income Taxes - The Company  accounts for income  taxes under the  provisions  of
Statement of Financial  Accounting  Standards (SFAS) No. 109, which requires the
use of an asset and liability method of accounting.  Under this method, deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and  liabilities  and their  respective tax bases and tax credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates expected to apply to taxable income in years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

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

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                         December 31,
                                                   ------------------------
                                                     2002             2001
                                                   -------          -------

     Computers                                     $16,772          $13,772
     Furniture and equipment                        13,299           11,299
     Transportation equipment                       21,000               --
                                                   -------          -------
                                                    51,071           25,071
     Less: accumulated depreciation                 16,403            9,284
                                                   -------          -------
                                                   $34,668          $15,787
                                                   =======          =======

Depreciation  and  amortization  expense for the periods ended December 31, 2002
and 2001 was $7,119 and $6,205, respectively.

                                      F-9
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 4 - PURCHASED  AND  INTERNALLY  DEVELOPED  SOFTWARE AND CUSTOMER AND VENDOR
         DATA

The  Company  has  capitalized  the cost of  developing  internal  use  software
proprietary  to its business  purpose.  Under the  provisions  of SOP 98-1,  the
Company  capitalizes  costs  associated with software  developed or obtained for
internal use when both the preliminary project stage is completed and management
has  approved the project it  determines  to be probable of  completion  for the
intended  purpose.  Capitalized  costs include only 1) external  direct costs of
materials  and  services  consumed  in  developing  or  obtaining   internal-use
software,  2) payroll and  payroll-related  costs for employees who are directly
associated with and who devote time to the internal-use software project, and 3)
interest costs incurred, when material,  while developing internal use software.
Capitalization  of such costs  ceases no later than the time when the project is
substantially complete and ready for its intended purpose.

Research and development costs and other software maintenance costs are expensed
as incurred.  Software  development  costs are amortized  using a  straight-line
method over a period of up to seven years, but not exceeding the expected useful
life of the product.

In accordance with SFAS 121 the carrying value of software  development costs is
regularly reviewed,  and a loss is recognized when: 1) the internal use software
is not  expected to provide  substantial  service  potential,  2) a  significant
change  occurs in the  extent or manner  in which  the  software  is used,  3) a
significant change is made to the software program or 4) the costs of developing
or modifying  internal use computer  software  significantly  exceeds the amount
originally expected to develop the software.

Purchased and internally developed software consist of the following:

                                                         December 31,
                                                  -------------------------
                                                    2002             2001
                                                  --------         --------

     Software                                     $458,165         $342,236
                                                  --------         --------
                                                   458,165          342,236
     Less: accumulated depreciation                165,621           50,742
                                                  --------         --------
                                                  $292,544         $291,494
                                                  ========         ========

Amortization  expense  for the  periods  ended  December  31,  2002 and 2001 was
$114,879 and $42,455, respectively.

In 2000,  the total cost to the Company  was  $358,878.  Of the total cost,  the
major stockholder's portion was $128,782 which is included in the Due to Officer
liability  in the amount of $48,782  and the balance was issued in the form of a
debenture from the Company in the amount of $80,000.

Amortization  of the customer and vendor data for the periods ended December 31,
2002 and 2001 was $120,235 and $51,268, respectively.

                                      F-10
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 5 - ACQUISITION AND GOODWILL

On November 15th, 2002, the Company  acquired 100% of the outstanding  shares of
Great  Plains  Transportation,  Inc.  ("GPTI"),  a Kansas City,  Missouri  based
transportation  company  providing  transportation  and  shipping  services  for
clients in the Midwest United States.

The total purchase consideration of $265,000 consisting of approximately $75,000
of notes  payable to  officers,  to  reimburse  the GPTI officer for advances in
connection with this acquisition and convertible  debentures of $190,000 bearing
interest  at 7% per  annum and  convertible  at a rate of five  shares  for each
dollar of principal converted. The purchase consideration of the acquired assets
and assumed liabilities was allocated based on the fair values as follows:

     Tangible assets acquired                                    $  38,485
     Liabilities assumed                                            (9,672)
     Goodwill                                                      236,187
                                                                 ---------
              Total purchase consideration                       $ 265,000
                                                                 =========

Goodwill is expected to be fully depreciable for tax purposes.

In addition,  the purchase  agreement  between the Company and GPTI provides for
the payment of contingent consideration in accordance with a specific formula if
certain  criteria  with  respect to revenue  are met in future  periods  through
November 2005. When and if this contingency becomes determinable, the additional
consideration  will be  charged to  operations  as a cost of sales in the period
determinable.

In 2002, the Company  adopted SFAS 142. Under SFAS 142,  goodwill is not subject
to amortization but is tested for impairment  annually.  Therefore,  goodwill is
not being  amortized for  financial  statement  purposes.  There was no goodwill
applicable to prior periods.

NOTE 6 - NOTES PAYABLE

At December 31, 2002,  the Company has a note payable of $15,000 in  conjunction
with the  acquisition  of GPTI.  This note  bears  interest  at a rate of 8% per
annum, is due and payable in June, 2003, and is unsecured.

NOTE 7 - CONVERTIBLE DEBENTURES

The Company has issued debentures for cash and services provided to the Company.
These debentures bear interest at a rate of 10% per annum and $147,775 is due in
November 2003 and $211,000 is due in November 2005.  Also, in November 2002, the
Company  issued  debentures  for the  acquisition  of GPTI.  The  debentures are
convertible  into 1 share of common stock per $0.30 or $0.20  (depending  on the
debenture)  of  principal  amount of  debenture  converted.  The Company  issued
$214,152 and $509,175 of debentures  during 2002 and 2001. During 2002 and 2001,
$482,055 and $12,500 of  debentures  was  converted  into  1,461,000  and 41,667
shares of common  stock,  respectively.  Interest  expense  for the years  ended
December 31, 2002 and 2001 was $73,676 and $30,456,  respectively. If all of the
outstanding debentures at December 31, 2002 were converted, the Company would be
obligated to issue an additional 1,512,583 shares of common stock.

                                      F-11
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 8 - INCOME TAXES

At December 31, 2002, the Company has approximately  $4,538,000 of net operating
losses available to offset future income tax liability. There is no certainty as
to the timing of such  recognition  nor that the  Company  will be able to fully
utilize these amounts.  The effect of recognizing the tax effect of these losses
resulted in a deferred income tax asset of  approximately  $0, after being fully
offset by an equal valuation allowance of $1,859,775.

Income tax benefit for the periods ended  December 31, 2002 and 2001 include the
following components:

                                                            December 31,
                                                    ---------------------------
                                                        2002            2001
                                                    -----------     -----------
     Current Income Tax Benefit:
       Federal                                      $(1,254,900)    $  (187,000)
       State                                           (257,600)        (39,000)
                                                    -----------     -----------
                                                     (1,512,500)       (226,000)
     Deferred Income Tax Benefit:
       Federal                                             (892)             --
       State                                               (183)             --
                                                    -----------     -----------
                                                         (1,075)             --
                                                    -----------     -----------
     Total current and deferred income tax benefit   (1,513,575)       (226,000)
     Increase in valuation allowance                  1,513,575         226,000
                                                    -----------     -----------
     Benefit (provision) for income taxes           $        --     $        --
                                                    ===========     ===========

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



     Computed expected tax expense                   $(1,255,792)    $ (187,000)
     Increase in income taxes resulting from:
      State income taxes, net of Federal income
       tax benefit                                      (257,783)       (39,000)
                                                     -----------     ----------
     Total current and deferred income tax benefit   $(1,513,575)    $ (226,000)
                                                     ===========     ==========

The tax effects of temporary  differences that give rise to a deferred tax asset
at December  31, 2002 is the  amortization  of goodwill  for income tax purposes
over 15 years  on a  straight  line  basis  and no  amortization  for  financial
statement purposes.

Future  realization  of the net deferred  tax assets is dependent on  generating
sufficient taxable income prior to their expiration.  Tax effects are based on a
7.0% state and 34.0% federal  income tax rates for a net combined rate of 39.3%.
The Federal realized net operating losses expire over the next 20 years, and the
state realized net operating losses expire over the next five years, as follows:

                                      F-12
<PAGE>
                     OrderPro Logistics, Inc. and Subsidiary
                   Consolidated Notes to Financial Statements
                 for the years ended December 31, 2002 and 2001


NOTE 8 - INCOME TAXES (CONTINUED)

                                    Federal            State
     Expiration                     Amount             Amount
     ----------                     ------             ------
        2005                                         $  296,000
        2006                                            551,000
        2007                                          2,693,413
        2020                       $  296,000
        2021                          551,000
        2022                        2,693,413
                                   ----------        ----------
        Total                      $3,540,413        $3,540,413
                                   ==========        ==========

NOTE 9 - RELATED PARTY TRANSACTIONS

As part of the  formation  of the  Company,  the major  stockholder  contributed
furniture,  property and related  assets to the Company in exchange for stock of
the Company.  These  assets were  recorded at the net  depreciated  value of the
assets held by the stockholders. The net asset value of these assets was $81,674
for which the  major  stockholder  received  153,913  pre-reorganization  shares
(953,772 post reorganization shares) of common stock.

At December 31, 2002, the Company has a liability to the officer and director of
the  Company in the amount of  $400,915.  During 2002 the  majority  stockholder
advanced an additional  $301,898.  The amount is being paid over three years and
bears interest at a rate of 7.0% per annum.

NOTE 10 - LEASE COMMITMENTS

The  Company is  obligated  under a long term  lease for office  space in Tucson
Arizona.  The annual  lease  payments  require  monthly  payments of $3,521 with
annual  escalation  through May 31, 2003.  Annual  commitments  for the calendar
years are as follows:

          2003      $19,406

Subsequent to the lease expiration, leases are on a month-to-month basis.

NOTE 11 - STOCKHOLDERS' EQUITY

The Company has  100,000,000  shares of $0.0001 par value stock  authorized  and
15,979,334 shares outstanding at December 31, 2002.

NOTE 12 - EARNINGS (LOSS) PER SHARE

Basic loss per share is  calculated  by  dividing  the net loss by the  weighted
average  common shares  outstanding  during the year. The diluted share base for
the years  ended  December  31,  2002 and 2001  exclude the shares that could be
issued upon exercise of the  conversion  right under the debentures of 1,512,583
and 2,088,917 shares,  respectively,  due to the antidilutive effect as a result
of the Company's losses during the years.

                                      F-13