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

                                  FORM 10-KSB/A
                               Amendment No. 1 to

 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2000


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


        Nevada                          0-30857                  86-0982348
(State of Incorporation)        (Commission File Number)       (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)

                                 (520) 575-5745
                         (Registrants Telephone Number)

        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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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 $809,872

Number of  shares  outstanding  of each of the  registrant's  classes  of common
equity, (par value $.0001) as of July 20, 2001 is 4,900,000.

The following documents are herein  incorporated by reference:  (1) Form 10SB12G
filed on June 21, 2000 (file No. 0 30857),  10QSB filed on June 21, 2000,  an 8K
filed on October 17, 2000,  10QSB filed on November 20, 2000 and an SB2 filed on
January 16, 2001 are incorporated in Part III 13(a). (2).

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                                      INDEX

                                                                           PAGE
                                                                           ----
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                             1
ITEM 2.  DESCRIPTION OF PROPERTY                                             3
ITEM 3.  LEGAL PROCEEDINGS                                                   3
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 3

                                    PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS                                                             3
ITEM 6.  MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION                       4
ITEM 7.  FINANCIAL STATEMENTS                                                5
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL MATTERS                                               5

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT                   6
ITEM 10. EXECUTIVE COMPENSATION                                              7
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      7
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      7
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                    8
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     OrderPro  Logistics,  Inc. was  incorporated in the state of Arizona on May
12, 2000.  The company had no operations  until July 2000. On September 29, 2000
the  company   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".

     The  company  has two  business  segments,  freight  brokerage  and on-site
logistics management  services.  These two areas are to be fully integrated with
the use of the  Internet  and the  proprietary  OrderPro  software.  The company
provides all levels of service  necessary to meet client needs.  These  services
range from online freight booking/order retrieval to full time on-site logistics
management and consultation.

     There have been no bankruptcy,  receivership  or similar  proceeding in the
Company's history.

     There has been no  material  reclassification  or  merger in the  Company's
short history other than the above mentioned merger.

BUSINESS

     The company's  primary  objective is to utilize the  company's  proprietary
software to combine the  functional  elements of third-party  logistic  services
with Internet based  communication and  carrier/shipper  load matching.  Part of
this  objective is to  establish a presence on the  Internet  with a database of
information  relevant to the  shipment,  costing,  and  control of freight.  The
Company's  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 and long term objective is to expand the existing largely regional  customer
base nationally and internationally to Mexico and Canada.

     The freight  brokerage  business is  characterized  as highly  competitive.
Primary competition for the freight brokerage segment of the business comes from
numerous  existing and new freight  brokers.  All of the companies  that provide
freight transportation services are potentially competitors of the company.

     In the logistics  segment,  most of the existing companies in this industry
are  large  organizations  going  after  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  because of the
advantage of our product.

     OrderPro  Logistics,  Inc. provides all levels of service necessary to meet
client needs. These services range from online freight  booking/order  retrieval
to full time on-site logistics management and consultation.

     The company is  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 the company  gives both  OrderPro
Logistics,  Inc. and its customers a competitive  edge in the market place.  The
company's  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
company's  ability to partner with its  customers is entirely  unique within the
transportation  industry.  This unique arrangement with its customers will allow
the  company  to expand  market  share at a rate in excess of that  which  would
normally be expected under more conventional supplier/vendor circumstances.

                                       1
<PAGE>
     The current market in transportation is comprised  primarily of traditional
LTL (Less than  Truckload)  and Truckload  carriers.  According to an article in
TRANSPORT  TOPICS  (6/19/00  edition)  "Trucking  Companies  Fertile  Ground For
Internet Boom"; "72% of all trucking  companies operated six or fewer trucks and
even a company as large as Schneider  National  with annual  revenue close to $3
billion-garnered a relatively  insignificant  share of an estimated $450 billion
spent each year on  transportation."  By creating a new niche in the market, the
company  will take  advantage  of the  prospect  base for both its  services and
products.  There are  thousands  of  manufacturers  and  distribution  companies
comprising  this  prospect  base.  The  company  will offer much of its  freight
shipment   business  to  the  trucking   "have-nots",   those  without  Internet
capability.  The company will provide these  carriers  with a competitive  level
playing field when they work within its system.  The company will demonstrate to
its customers how hidden profits exist for their  enterprise  when its expertise
and proprietary  software is brought into play. The company has  concentrated on
small to medium sized manufacturers in the mid-western United States and will be
expanding throughout the southeastern and western United States during 2001. The
current  market  potential  for the  company's  services is believed to be about
$450,000,000  by virtue of offering third party  logistics in  combination  with
leading edge technology via the Internet.

     Revenue  growth is  dependent  upon both adding new  logistics  and freight
brokerage customers in addition to growth of existing customer sales. During the
first  half  year,   ending  December  2000,  the  company  has  added  two  new
manufacturing  businesses as logistics clients. These new customers will provide
the initial volume of business to achieve the growth plan for 2001.

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

     Small to medium  sized  manufacturers  constitute  the  backbone  of the US
economy and we have identified  several  segments within this group to focus our
marketing  efforts.  In general,  these firms do not belong to the Fortune 1000;
many have sales in the $5M to $50M range and are among the 69% of  shippers  who
use brokers or other third parties to manage their freight.

     Our company will utilize its in-house sales and marketing  group as well as
key national distributors to sell its services.

     Richard L. Windorski,  OrderPro Logistics, Inc. President and CEO, has over
30 years experience in the transportation  industry.  He leads a team capable of
working across functional lines to maximize efficiency and customer service.

     The Company 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, the Company
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

     The  company has applied for  trademark  protection  on the name  "OrderPro
Logistics. The company does not own, nor has it applied for any Patents.

                                       2
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY

     The  company's  current  facilities,  located  in the  Northwest  Corporate
Center,  7400 North  Oracle  Road,  Tucson,  Arizona are expected to be adequate
through 2001.  Provisions have been made and we have a commitment for additional
space in the building for expansion purposes if needed.  Corporate  headquarters
expansion and related  overhead is minimal and  disproportionate  as the company
grows.

     The monthly lease payment is $3,521 with annual escalations through May 31,
2003.

     At this time,  the  company  has no policy in terms of  investment  in real
estate nor does it have any  investment in real estate.  The  registrant  has no
immediate plans to invest in real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

     The  company  is not a party to any  litigation  and to its  knowledge,  no
action,  suit or  proceedings  against it has been  threatened  by any person or
entity.

ITEM 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

     There is no public  trading market for the common equity and there has been
no trading to date.  Furthermore,  there is no assurance  that a public  trading
market will ever be established.

     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

                                       3
<PAGE>
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.

     It is the  company's  objective  to become  qualified  for NASDAQ  SmallCap
however;  there is no assurance it will reach or maintain  that  objective.  The
registrant  may  commence  trading  on the OTC BB or on the  National  Quotation
Bureau, Inc., commonly known as the "pink sheets".

     HOLDERS.  There are thirty three (33)  holders of the common  equity of the
company.

     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 the company's  revenues,
earnings and financial condition.

ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS

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

OVERVIEW

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

     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  issued  240,000  shares of its
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,  the  Company  had  a
reorganization  of it equity to  establish  a par value of $0.0001 per share and
accomplish a 6.20 shares for one split.

     The Company continues to market its primary service, freight brokerage, and
logistics services through Internet access. The Company did not achieved revenue
growth in the year  ended  December  31,  1999.  The  Company is  vulnerable  to
volatility in its revenue  because the nature of its  operations is such that it
generates its revenue from relatively few contracts.  In any given year, revenue
will be heavily concentrated with few customers.

                                       4
<PAGE>
RESULTS OF OPERATIONS

     The  Company  had  limited  operations  in 2000,  had losses of $301,619 on
revenues of $809,872 for the period from  inception  through  December 31, 2000,
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, 2000 were  essentially  depleted.  The
Company  plans to  increase  working  capital  through  the  sale of  stock  and
debentures as well as seek strategic  mergers or acquisitions in the industry to
increase revenue and cash flow.

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

LIQUIDITY AND CAPITAL RESOURCES

     The Company had a net working  capital of $97,430 at December 31, 2000. The
Company has a revolving  loan  agreement with a credit lender under which it can
borrow a percentage of the accounts receivable outstanding.  The agreement is in
default as a result of the slow payment by a major customer. The Company expects
that this matter will be resolved without significant cost to the Company.

     The Company is attempting  to raise  additional  debt or equity  capital to
allow  it to  expand  the  current  level  of  operations.  The  Company  raised
approximately  $130,000, for working capital through the issuance of convertible
debentures  to two  stockholders  of  the  company.  The  Company  is  presently
negotiating with sources for additional equity capital to allow it to expand the
current level of operations.

     There can be no assurances that the Company will be successful in obtaining
such capital.

SEASONALITY

     The Company's operations are not affected by seasonal fluctuation. However,
cash  flows  may at times be  affected  by  fluctuations  in the  timing of cash
receipts from large contracts.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

     ADDITIONAL  FINANCING.  The Company  will require  additional  financing to
achieve  growth in operations and to support its working  capital  requirements.
The Company may seek additional  financing through private placements of debt or
equity financing.

     TECHNOLOGICAL  CHANGE. The Company has been able to keep pace with software
changes  through an on going agreement with its software  company  contracted to
write and amend the software changes required to meet its customer demands.

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

ITEM 7. FINANCIAL STATEMENTS

     The  Financial  Statement of the Company 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
registrants Accountants on accounting and financial matters.

                                       5
<PAGE>
                                    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 executive  officers of the company and the  principal  offices and positions
with the Company held by each person.  The executive officers of the company are
elected annually by the Board of Directors.  Each year, the  stockholders  elect
the board of directors.  The executive officers serve terms of one year or until
their  death,  resignation  or removal by the Board of  Directors.  There was no
arrangement or understanding  between any executive officer and any other person
pursuant to which any person was elected as an executive officer.

      Name            Age                    Position
      ----            ---                    --------
Richard L. Windorski  61  President, Chief Executive Officer and Director
Alvan W Lafrenz       51  Secretary/Treasurer, Chief Financial Officer, Director
Robert Kuchowicz      59  Logistics Operations Manager

     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,  a pioneer computer hardware
manufacturer;  Arctic  Enterprises,  a recreational  vehicle  manufacturer;  and
Wausau  Homes,  a builder of factory  built custom  homes.  He has worked in the
for-hire transportation industry as President of a regional contract carrier and
transportation  broker.  For the past 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.

     Mr. Alvan W. Lafrenz is a Director on the Board,  Corporate  Secretary  and
Treasurer,  and serves as Chief Financial  Officer.  He is a licensed  Certified
Public  Accountant and has  experience in the freight  brokerage  industry.  Mr.
Lafrenz holds a Bachelor of Science-Accounting and a Bachelor of Science-Finance
(cum laude) from The  University of Arizona.  His  operational  responsibilities
include financial and human resource management.

     Mr. Robert Kuchowicz is Logistics  Operations Manager 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 manufacturing 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 the Company.

                                       6
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

     The President of the Company received $48,000 in compensation during fiscal
year 2000. No other employee received more than $100,000. The Board of Directors
will grant, from time to time, options to key employees.

     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 taking place. 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 the company's  Common Stock as of the date of this  prospectus  by:
(i) each  stockholder  known by the company to be the  beneficial  owner of more
than five percent of the  outstanding  Common  Stock,  (ii) each director of the
company and (iii) all directors and officers as a group.  The percentages  shown
are based on the 4,900,000 shares of common stock  outstanding as of the date of
this report.

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

                                            Number                Percentage
       Name                               of Shares (1)       Beneficially Owned
       ----                               -------------       ------------------
Richard L.Windorski (2)                    2,812,000                57.3%
Alvan W.Lafrenz                              200,000                 4.1%
RER Consulting, Inc. (3)                     245,000                 5.0%
Econometric Consultants, Inc. (3)            245,000                 .05%
All officers and directors as a group
 (2 persons)                               3,012,000                61.4%

----------
1    Except as otherwise  indicated,  the company  believes 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.
3.   RER Consulting,  Inc. and Econometric Consultants,  Inc. are consultants to
     the company and have acted in that capacity since the company's inception.

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.

                                       7
<PAGE>
     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 the company,  Mr.  Richard L.  Windorski,  the
major beneficial shareholder President and CEO contributed  furniture,  property
and other assets to the company in exchange for common stock of the company. Mr.
Windorski has loaned the company $189,904.

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

       3.1    Articles  of  Incorporation   with  Amendments.   Incorporated  by
              reference to the Company's  Registration  Statement on Form SB-2/A
              (File No. 333-53740) filed with the Commission on July 2, 2001.

       3.2    By Laws.  Incorporated by reference to the Company's  Registration
              Statement  on Form  SB-2/A  (File No.  333-53740)  filed  with the
              Commission on July 2, 2001.

       10     Merger  Agreement  and  Plan of  Reorganization.  Incorporated  by
              reference to Exhibit 2 to the Company's Current Report on Form 8-K
              filed with the Commission on October 17, 2000.

       10.1   Form  of  Convertible  Debenture.  Incorporated  by  reference  to
              Exhibit 4.1 to the Company's  Registration  Statement on Form SB-2
              (File No.  333-53740)  filed with the  Commission  on January  16,
              2001.

     (b) Reports on Form 8-K

         The  company  has filed one  report on Form 8-K on  October  17,  2000
         announcing the Merger and Plan of  Reorganization,  name change of the
         company to OderPro  Logistics,  Inc. and the resignation of the former
         Director and appointment of a new Board of Directors. The Form 8-K had
         attached to it the Merger and Plan of  Reorganization,  resignation of
         the Director and unaudited pro forma financial statements.

                                       8
<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


August 3, 2001                       /s/ Richard L.Windorski
                                     -------------------------------------------
                                     Richard L.Windorski, Director and President

                                       9
<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,  (the
"Company")  as of December 31, 2000 and the related  statements  of  operations,
stockholders'  equity and cash flows for the period then ended.  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  audits  in  accordance  with  generally   accepted  auditing
standards.  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 audits provide 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, 2000,  and the results of its operations and its cash flows for the
period then ended in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company  commenced  operations in
2000,  had losses of $301,619  for the period ended  December 31, 2000,  and has
limited working capital reserves. The Company expects to face many operating and
industry challenges and will be doing business in a highly competitive industry.
These 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/ MARSHALL & WEBER, CPA's, P.L.C.

Scottsdale, Arizona
April 13, 2001

                                       F-1
<PAGE>
                            OrderPro Logistics, Inc.
                                  Balance Sheet
                                December 31, 2000


                                     ASSETS

Current Assets
  Accounts receivable - trade                                       $   231,263
  Due from officer and employee                                           2,933
  Prepaid expenses                                                        2,374
                                                                    -----------
          Current Assets                                                236,570

Property and equipment, net of accumulated depreciation                  21,992
Purchased and internally developed software, net of amortization        191,248
Customer lists, net of amortization                                     483,196
Deposits                                                                150,000
                                                                    -----------

          Total Assets                                              $ 1,083,006
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft                                                    $     6,285
  Accounts payable                                                      512,617
  Accrued liabilities                                                    49,030
  Notes payable                                                          97,740
  Convertible debentures                                                130,000
  Due to officer                                                        189,904
                                                                    -----------
          Current Liabilities                                           985,576

          Total Liabilities                                             985,576
                                                                    -----------
Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000
   shares, issued and outstanding 4,900,000 shares                          490
  Additional paid in capital                                            398,559
  Accumulated deficit                                                  (301,619)

          Total Stockholders' Equity                                     97,430
                                                                    -----------

          Total Liabilities and Stockholders' Equity                $ 1,083,006
                                                                    ===========

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

                                       F-2
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Operations
               for the period from inception to December 31, 2000


Revenue                                                            $   809,872
Direct cost of revenue                                                 741,148
                                                                   -----------
Gross Profit                                                            68,724

Expenses
  Administrative costs                                                 152,832
  Amortization and depreciation                                         28,170
  Rent and occupancy costs                                              17,933
  Employee costs                                                       171,408
                                                                   -----------
Total Costs                                                            370,343
                                                                   -----------
Loss before income tax benefit                                        (301,619)

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

Net Loss                                                           $  (301,619)
                                                                   ===========

Loss per common share                                              $     (0.07)
                                                                   ===========

Weighted average shares outstanding                                  4,755,794
                                                                   ===========

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

                                       F-3
<PAGE>
                            OrderPro Logistics, Inc.
                        Statement of Stockholders' Equity
               for the period from inception to December 31, 2000

<TABLE>
<CAPTION>
                                       Common Stock         Additional
                                    ------------------        Paid-In      Retained
                                    Shares      Amount        Capital      Earnings         Total
                                    ------      ------        -------      --------         -----
<S>                             <C>          <C>            <C>          <C>            <C>
Balance at May 12,
(date of incorporation)             752,000    $ 399,049            --            --      $ 399,049
Reorganization                    3,908,000     (398,583      $398,583            --             --
Acquisition of FifthCAI, Inc.       240,000           24           (24)           --             --
Net Loss                                 --           --            --     $(301,619)      (301,619)
                                  ---------    ---------      --------     ---------      ---------

Balance at December 31, 2000      4,900,000    $     490      $398,759     $(301,619)     $  97,430
                                  =========    =========      ========     =========      =========
</TABLE>

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

                                       F-4
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Cash Flows
               for the period from inception to December 31, 2000


Loss from operations                                                  $(301,619)
Adjustments to reconcile net income from operations to
 net cash provided by (from) operating activities:
  Amortization and depreciation                                          28,170
  Changes in operating assets and liabilities
    (Increase) in accounts receivable                                  (231,263)
    (Increase) in due from officer and employee                          (2,933)
    (Increase) in prepaid expenses                                       (2,374)
    (Increase) in deposits                                             (150,000)
    Increase on bank overdraft                                            6,285
    Increase in accounts payable                                        512,617
    Increase in accrued liabilities                                      49,030
    Increase in notes payable                                            97,740
                                                                      ---------
          Net cash (used in) operating activities                       279,102

Cash Flows from Investing Activities
  Acquisition of property and equipment                                (642,932)
                                                                      ---------
          Net cash (used in) investing activities                      (642,932)

Cash Flows from Financing Activities
  Proceeds from convertible debentures                                  130,000
  Proceeds of loan from officer                                         189,904
  Proceeds from sale of common stock                                    317,375
                                                                      ---------
          Net cash provided by financing activities                     637,279
                                                                      ---------

Net increase in cash and cash equivalents                                     0
Cash and cash equivalents at beginning of period                              0
                                                                      ---------

Cash and cash equivalents at end of period                            $       0
                                                                      =========
Supplemental cash flow information:
  Noncash investing and financing activities:
    Property and equipment acquired for common stock                  $  81,674
                                                                      =========

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

                                      F-5
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
               for the period from inception to December 31, 2000


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.

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  issued  240,000  shares of its
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,  the  Company  had  a
reorganization  of it equity to  establish  a par value of $0.0001 per share and
accomplish a 6.20 shares for one split.

MANAGEMENT PLANS

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company had limited operations in
2000, had losses of $301,619 for the period from inception  through December 31,
2000, 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, 2000 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.

                                       F-6
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
         for the period from inception to December 31, 2000 (continued)


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

REVENUE  AND  EXPENSE  RECOGNITION  - The Company  recognized  revenue  when the
freight is  tendered  to the  carrier at origin,  and the  Company  records  the
concurrent  liability to the carrier and any other expenses  related to shipment
for which the Company is liable. Where the Company does not assume the liability
for payment of expenses,  or risk of collection it  recognizes  commission  upon
performance of services.

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.

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.

                                       F-7
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
               for the period from inception to December 31, 2000
                                   (continued)


NOTE 3. - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

     Computers                                        $13,772
     Furniture and equipment                           11,299
                                                      -------
                                                       25,071
     Less: accumulated depreciation                     3,079
                                                      -------

                                                      $21,992
                                                      =======

Depreciation and amortization expense for the period ended December 31, 2000 was
$3,079.

NOTE 4. - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE

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

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

The carrying value of software and development costs is regularly reviewed,  and
a loss is recognized when the value of estimated  undiscounted cash flow benefit
related to the asset falls below the unamortized cost.

Amortization  for the period ended  December 31, 2000 was $8,287 and $16,804 for
the software and customer lists, respectively.

                                       F-8
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
               for the period from inception to December 31, 2000
                                   (continued)


NOTE 5. - NOTES PAYABLE

The Company has a revolving  loan  agreement with a credit lender under which it
can borrow a percentage of the accounts receivable outstanding. The agreement is
in default  as a result of the slow  payment by a major  customer.  The  Company
expects  that this  matter  will be  resolved  without  significant  cost to the
Company.

NOTE 6. - CONVERTIBLE DEBENTURES

In November 2000, the Company issued  $130,000 of convertible  debentures to two
stockholders of the Company in exchange for operating capital.  These debentures
bear  interest  at a rate of 10% per annum  and are due in  November  2001.  The
debentures are  convertible  into 1 share of common stock per $0.30 of principal
amount of debenture. Interest expense for the period ended December 31, 2000 was
$625.

NOTE 7. - INCOME TAXES

At December 31, 2000,  the Company has  approximately  $302,000 of net operating
losses available to offset future income tax liability. There is no certainty as
to the timing of such  recognition  nor that the  Company  will be able to fully
utilized  these amounts.  The effect of recognizing  the tax effect of this loss
resulted in a deferred  income tax asset of  approximately  $118,680,  which was
fully offset by an equal valuation allowance.

Income tax benefit for the period ended December 31, 2000 includes the following
components:

                                    Federal         State          Total
                                   ---------      ---------      ---------
     Current credit                $ (94,350)     $ (24,130)     $(118,480)
     Deferred credit                    (160)           (40)          (200)
                                   ---------      ---------      ---------
                                     (94,510)       (24,170)      (118,680)
     Valuation reserve                94,510         24,170        118,680
                                   ---------      ---------      ---------

                                   $       0      $       0      $       0
                                   =========      =========      =========

                                       F-9
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
               for the period from inception to December 31, 2000
                                   (continued)


NOTE 7. - INCOME TAXES (CONTINUED)

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

     Computed  "expected" tax expense                              $102,550
     Increase in income taxes resulting from:
       State income taxes, net of Federal income tax benefit         16,130
                                                                   --------

                                                                   $118,680
                                                                   ========

The tax effects of temporary  differences that give rise to a deferred tax asset
at December 31, 2000 is the excess of  financial  statement  deduction  over tax
amortization of  organizational  expenses.  The deferred tax asset is $200 to be
recognized for tax purposes over the next 52 months.

Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration.  Tax effects are based on a 8.0% state
and  34.0%  federal  income  tax  rates for a net  combined  rate of 39.3%.  The
realized net operating losses expire over the next 20 years, as follows:

         Expiration                   Amount
         ----------                   ------

           2021                      $302,000
                                     --------

               Total                 $302,000
                                     ========

NOTE 8 - 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, 2000, the Company has a receivable  from an officer and director
of the Company in the amount of $2,933.  The Company  also has a loan payable to
an officer  of  $189,904.  Interest  expense  was  $2,654  for the period  ended
December 31, 2000.

                                      F-10
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
               for the period from inception to December 31, 2000
                                   (continued)


NOTE 9 - LEASE COMMITMENTS

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

                        2001           $43,478
                        2002           $45,652
                        2003           $19,406

NOTE 10 - STOCKHOLDERS' EQUITY

The Company has  100,000,000  shares of $0.0001 par value stock  authorized  and
4,900,000  shares  outstanding  at December 31, 2000 after giving  effect to the
acquisition of FifthCAI, Inc. and the reorganization of the Company.

NOTE 11 - EARNINGS (LOSS) PER SHARE

Basic loss per share is  calculated  by  dividing  the net loss by the  weighted
average common shares  outstanding during the period. The basic and diluted loss
per share have been  adjusted  to give  effect to the stock split as a result of
the  reorganization  as of May 12, 2000.  The diluted  share base for the period
ended  December  31, 2000  excludes  the shares  related to the  exercise of the
conversion  right under the debentures of 433,333 shares due to the antidilutive
effect as a result of the Company's loss for the period.

                                      F-11