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

                                  FORM 10-KSB/A
                                 Amendment No. 3

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

    For the fiscal year ended December 31, 2000

[ ] 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

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 April 13, 2000 is 4,900,000.

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

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

                                                                           Page
                                                                           ----
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                             1
           BUSINESS DEVELOPMENT                                              1
           BUSINESS                                                          1
           PATENTS                                                           3

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                                                             4

ITEM 6.  MANAGEMENT'S DISCUSSION AND PLAN OF OPERATION                       5

ITEM 7.  FINANCIAL STATEMENTS                                                6

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL MATTERS                                               6

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT          7

ITEM 10. EXECUTIVE COMPENSATION                                              8

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      8

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      9

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                    9
<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
"OrderPro", "our company", "we", "us" or "OPLI".

Our primary objective is to utilize OPLI's  proprietary  software to combine the
functional  elements  of  third-party  logistic  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 and long term objective is to expand the existing
largely  regional  customer base  nationally and  internationally  to Mexico and
Canada.

There has been no  bankruptcy,  receivership  or  similar  proceeding  in OPLI's
history.

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

BUSINESS

Our primary objective is to utilize OPLI's  proprietary  software to combine the
functional  elements  of  third-party  logistic  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 and long term objective is to expand the existing
largely  regional  customer base  nationally and  internationally  to Mexico and
Canada.

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.

                                       1
<PAGE>
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.

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.  OPLI'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.  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.

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, our
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.  We will  offer much of our  freight  shipment
business to the trucking  "have-nots",  those without Internet  capability.  Our
company will provide these carriers with a competitive  level playing field when
they work within its system.  We will  demonstrate  to our  customers how hidden
profits exist for their  enterprise when its expertise and proprietary  software
is brought  into play.  Our 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 our 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, we have 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 our 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.

                                       2
<PAGE>
OPLI 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.

Our 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,  OPLI 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

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

ITEM 2. DESCRIPTION OF PROPERTY

Our 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 we grow.

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

At this time,  we have 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

We are 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.

                                       3
<PAGE>
                                     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  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 our 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 our common equity.

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 OPLI's  revenues,  earnings and  financial
condition.

                                       4
<PAGE>
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 OPLI'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 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 was  incorporated  in the state of Arizona on May 12, 2000. OPLI had no
operations  until  July,  2000.  We provide  freight  brokerage,  and  logistics
services  through  internet  access,   on-sight  presence  and  custom  designed
software.

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,  OPLI  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,  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.

OPLI continues to market its primary service,  freight brokerage,  and logistics
services through Internet access. We are vulnerable to volatility in our revenue
because the nature of our  operations is such that it generates our revenue from
relatively  few  contracts.   In  any  given  year,   revenue  will  be  heavily
concentrated with few customers.

RESULTS OF OPERATIONS

We have had limited  operations  in 2000,  had losses of $288,872 on revenues of
$809,872  for the period from  inception  through  December  31,  2000,  and has
limited  working  capital  reserves.  OPLI  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.  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.

If OPLI 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.

                                       5
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

We had a net working  capital  deficit of $407,638 at  December  31,  2000.  Our
company has a revolving  loan  agreement with a credit lender under which it can
borrow a percentage of the accounts receivable outstanding. The agreement was in
default at year end as a result of the slow  payment by a major  customer.  This
line was subsequently paid off by a replacement note with a new lender. This new
note is due and payable in  October,  2001 and is secured by the pledge of trade
accounts receivable.

Our company is attempting to raise additional debt or equity capital to allow it
to expand the current level of operations.  We raised approximately $50,000, for
working  capital   through  the  issuance  of  convertible   debentures  to  two
stockholders.  We are presently  negotiating with sources for additional  equity
capital to allow it to expand the current level of operations.

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

SEASONALITY

OPLI'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.  OPLI will require additional financing to achieve growth
in  operations  and to support its  working  capital  requirements.  We may seek
additional financing through private placements of debt or equity financing.

TECHNOLOGICAL  CHANGE.  We have 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. Our company faces competition from many sources, most of which are
larger and have significantly more resources than we do.

ITEM 7. FINANCIAL STATEMENTS

The Financial  Statement of OPLI 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.

                                       6
<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 our company and the principal  offices and positions with
our company  held by each  person.  The  executive  officers of OPLI 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

----------
*    Subsequent to year end Mr. Lafrenz resigned.

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 our company.

There are currently no committees on the Board of Directors.

                                       7
<PAGE>
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

The President of our 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 our company's  Common Stock as of the date of this  prospectus  by:
(i) each stockholder  known by OPLI to be the beneficial owner of more than five
percent of the  outstanding  Common Stock,  (ii) each director of OPLI 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 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)                  2,812,000               57.3%
Alvan W.Lafrenz                            200,000                4.1%
RER Consulting, Inc. (3)                   245,000                  5%
Econometric Consultants, Inc. (3)          245,000                  5%
All officers and directors as a
 group (2 persons)                       3,012,000               61.4%

----------
(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.

                                       8
<PAGE>
(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
     our company and have acted in that capacity since our company's  inception.
     The  following  table sets forth each person known by our company to be the
     beneficial  owner of more than 5% of the Common  Shares  (the only class of
     voting  securities)  of our  company  all  directors  individually  and all
     directors  and  officers  of our  company as a group.  Each person has sole
     voting and investment power with respect to the shares as indicated.

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 OPLI, Mr. Richard L. Windorski, the major beneficial
shareholder President and CEO contributed  furniture,  property and other assets
to our company in exchange for common stock of OPLI.

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

     3.1  Articles of Incorporation  with Amendments filed with the Form 10SB on
          June 21, 2000 and incorporated by reference

     3.2  By Laws filed with the Form 10SB on June 21, 2000 and  incorporated by
          reference

     3.3  Computation  per share  earnings filed with Form 10SB on June 21, 2000
          and incorporated by reference and in current financial statements.

     10.  Merger and Plan of Reorganization  filed in an 8-K on October 17, 2000
          and incorporated by reference.

     10.1 Convertible Debenture filed with the SB-2 on January 16, 2001

(b)  Reports on Form 8-K

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

                                       9
<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


December 20, 2001                   /s/ Richard L. Windorski
                                    --------------------------------------------
                                    Richard L. Windorski, Director and President

                                       10
<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, 2000 and the related  statements  of  operations,
stockholders'   equity  and  cash  flows  for  the  period  from  May  12,  2000
("Inception")  to  December  31,  2000.  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 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 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, 2000,  and the results of its operations and its cash flows for the
period from May 12,  2000 to December  31,  2000 in  conformity  with  generally
accepted accounting principles.

As discussed in Note 2 to the financial  statements,  the Company  retroactively
rescinded  contracts with the  significant  stockholder of the Company and other
third  parties for the purchase of customer  lists.  For all payments made under
these  contracts,  the  stockholder  has agreed to reimburse the Company for any
expenditures, which has created a receivable from that stockholder.

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 $288,094  for the period from May 12, 2000 to 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/ James C. Marshall, CPA, P.C.

Scottsdale, Arizona
September 6, 2001

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


                                     ASSETS

Current Assets
  Accounts receivable - trade                                         $ 231,263
  Due from officer and director, due within one year                     77,676
  Prepaid expenses                                                        2,374
                                                                      ---------
Current Assets                                                          311,313

Property and equipment, net of accumulated depreciation                  21,992

Purchased and internally developed software, net of amortization        191,248
Deposits                                                                150,000
Due from officer and director, due after one year                       155,353
                                                                      ---------

      Total Assets                                                    $ 829,906
                                                                      =========

                      LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft                                                      $   6,285
  Accounts payable                                                      515,896
  Accrued liabilities                                                    49,030
  Notes payable                                                          97,740
  Convertible debentures                                                 50,000
                                                                      ---------
  Current Liabilities                                                   718,951
                                                                      ---------
      Total Liabilities                                                 718,951

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                                                  (288,094)
                                                                      ---------
      Total Stockholders' Equity                                        110,955
                                                                      ---------

      Total Liabilities and Stockholders' Equity                      $ 829,906
                                                                      =========

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

                                       F-2
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Operations
        for the period from May 12, 2000 (Inception) to December 31, 2000
                                   (Restated)


Revenue                                                             $   809,872

Cost of Sales:
  Direct cost of revenue                                                650,414
  Employee costs                                                         90,734
  Rent and occupancy costs                                               13,450
  Amortization and depreciation                                          10,596
                                                                    -----------
      Cost of Goods Sold                                                765,194
                                                                    -----------

Gross Profit                                                             44,678

Expenses
  Administrative costs                                                  140,171
  Employee costs                                                        171,408
  Rent and occupancy costs                                                4,483
  Interest expense                                                       15,940
  Amortization and depreciation                                             770
                                                                    -----------
      Total Costs                                                       332,772
                                                                    -----------

Loss before income tax benefit                                         (288,094)

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

Net Loss                                                            $  (288,094)
                                                                    ===========

Loss per common share                                               $     (0.06)
                                                                    ===========

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 May 12, 2000 (Inception) to December 31, 2000

<TABLE>
<CAPTION>

                                     Common Stock         Additional
                                 --------------------      Paid In      Accumulated
                                 Shares        Amount      Capital        Deficit       Total
                                 ------        ------      -------        -------       -----
<S>                             <C>          <C>         <C>            <C>           <C>
Balance at May 12, 2000
  (date of incorporation)       5,040,000    $   504      $  398,545                   $  399,049
Recapitalization                 (140,000)       (14)             14
Net Loss (Restated)                                                      $ (288,094)     (288,094)
                               ----------    -------      ----------     ----------    ----------

Balance at December 31, 2000    4,900,000    $   490      $  398,759     $ (288,094)   $  110,955
                               ==========    =======      ==========     ==========    ==========
</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 May 12, 2000 (Inception) to December 31, 2000
                                   (Restated)


Loss from operations                                                  $(288,094)

Adjustments to reconcile net income from operations to net
  cash provided by (from) operating activities:
   Amortization and depreciation                                         11,366
Changes in operating assets and liabilities
   (Increase) in accounts receivable                                   (231,263)
   (Increase) in due from officer and employee                         (233,029)
   (Increase) in prepaid expenses                                        (2,374)
   (Increase) in deposits                                              (150,000)
   Increase on bank overdraft                                             6,285
   Increase in accounts payable                                         515,896
   Increase in accrued liabilities                                       49,030
                                                                      ---------
        Net cash (used in) operating activities                        (322,183)

Cash Flows from Investing Activities
  Acquisition of property and equipment                                (142,932)
                                                                      ---------
        Net cash (used in) investing activities                        (142,932)

Cash Flows from Financing Activities
  Proceeds from notes payable                                            97,740
  Proceeds from convertible debentures                                   50,000
  Proceeds from sale of common stock                                    317,375
                                                                      ---------
        Net cash provided by financing activities                       465,115
                                                                      ---------

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 May 12, 2000 (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 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.

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 $288,094 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.

NOTE 2 - RESTATEMENT AND RECLASSIFICATION

The Company has restated  and  reclassified  its  financial  statements  for the
period from May 12, 2000  (Inception) to December 31, 2000.  The  restatement is
the result of the  rescinding  the purchase  plan of acquiring the customer list
database,

                                       F-6
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 2 - RESTATEMENT AND RECLASSIFICATION (CONTINUED)

related documents and software processing  technology from the major stockholder
and other third  parties.  The  rescission  calls for the major  stockholder  to
reimburse the Company for all monies  expended for such assets and the return of
all such assets to the stockholder. This included the adjustment of amortization
for these assets during the period and the cancellation of $80,000 of debentures
issued for these assets and the  adjustment  for an error in the  calculation of
the interest expense.

The  reclassifications  result from the Company  analyzing the costs incurred to
allocate  expenses,  including  depreciation and  amortization,  between cost of
goods sold and operating expenses.

Except as otherwise  stated herein,  all information  presented in the financial
statements and related notes include all such restatements and classifications.

The effect of such  reclassifications,  and restatements discussed above, on the
income statement line items, reduced the net loss and loss per share as shown in
the following table:

<TABLE>
<CAPTION>
                                      As Previously    Reclassif-                          As
                                        Reported        ications      Restatements      Restated
                                       -----------     -----------    ------------     -----------
<S>                                    <C>             <C>             <C>             <C>
Revenue:
  Sales of freight services            $   809,872                                     $   809,872
  Freight commissions                           --                                              --
                                       -----------     -----------     -----------     -----------
        Total Revenue                      809,872                                         809,872

Cost of Revenue:                           741,148        (741,148)
  Direct cost of revenue                                   650,414                         650,414
  Employee costs                                            90,734                          90,734
  Rent and occupancy costs                                  13,450                          13,450
  Amortization and depreciation                             27,400         (16,804)         10,596
                                       -----------     -----------     -----------     -----------
        Cost of Revenue                    741,148          40,850         (16,804)        765,194
                                       -----------     -----------     -----------     -----------
Gross Profit (Loss)                         68,724         (40,850)         16,804          44,678

Expenses:
  Administrative costs                     152,832         (12,661)                        140,171
  Employee costs                           171,408                                         171,408
  Rent and occupancy costs                  17,933         (13,450)                          4,483
  Interest expense                          12,661                           3,279          15,940
  Amortization and depreciation             28,170         (27,400)                            770
                                       -----------     -----------     -----------     -----------
        Total Costs                        370,343         (40,850)          3,279         332,772
Loss before income tax benefit            (301,619)                         13,525        (288,094)
                                       -----------     -----------     -----------     -----------
Benefit of income taxes                         --              --              --              --
                                       -----------     -----------     -----------     -----------
Net Loss                               $  (301,619)                    $    13,525     $  (288,094)
                                       ===========     ===========     ===========     ===========
Loss per common share
  Basic                                $     (0.07)                    $      0.01     $     (0.06)
                                       ===========     ===========     ===========     ===========
  Diluted                              $     (0.07)                    $      0.01     $     (0.06)
                                       ===========     ===========     ===========     ===========
Weighted average shares outstanding
  Basic                                  4,755,794                       4,755,794       4,755,794
                                       ===========     ===========     ===========     ===========
  Diluted                                4,755,794                       4,755,794       4,755,794
                                       ===========     ===========     ===========     ===========
</TABLE>
                                      F-7
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 2 - RESTATEMENT AND RECLASSIFICATION (CONTINUED)

The following  reflects the changes in the balance sheet at December 31, 2000 as
a result of the restatement:

<TABLE>
<CAPTION>
                                                           As Previously                     As Restated
                                                             Reported      Restatements    December 31,2000
                                                             --------      ------------    ----------------
<S>                                                        <C>              <C>              <C>
ASSETS

Current Assets
  Accounts receivable - trade                              $   231,263                       $   231,263
  Due from officer and director, due within one year             2,933      $    74,743           77,676
  Prepaid expenses                                               2,374                             2,374
                                                           -----------      -----------      -----------
        Total Current Assets                                   236,570           74,743          311,313

Property and equipment, net of accumulated depreciation         21,992                            21,992

Purchased and internally developed software, net of
 amortization                                                  191,248                           191,248
Customer Lists, net of amortization                            483,196         (483,196)
Deposits                                                       150,000                           150,000
Due from officer and director, due after one year                               155,353          155,353
                                                           -----------      -----------      -----------
        Total Assets                                       $ 1,083,006      $  (253,100)     $   829,906
                                                           ===========      ===========      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft                                           $     6,285                       $     6,285
  Accounts payable                                             512,617      $     3,279          515,896
  Accrued liabilities                                           49,030                            49,030
  Notes payable                                                 97,740                            97,740
  Due to officer                                               189,904         (189,904)
  Convertible debentures                                       130,000          (80,000)          50,000
                                                           -----------      -----------      -----------
        Total Current Liabilities                              985,576         (266,625)         718,951
                                                           -----------      -----------      -----------
        Total Liabilities                                      985,576         (266,625)         718,951

Stockholders' Equity (Deficit)
  Common stock                                                     490                               490
  Additional paid in capital                                   398,559                           398,559
  Accumulated deficit                                         (301,619)          13,525         (288,094)
                                                           -----------      -----------      -----------
        Total Stockholders' Equity                              97,430           13,525          110,955
                                                           -----------      -----------      -----------
        Total Liabilities and Stockholders' Equity         $ 1,083,006      $  (253,100)     $   829,906
                                                           ===========      ===========      ===========
</TABLE>
                                       F-8
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 3 - 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.

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 be  continually  reviewed  for  impairment  whenever  events  or  changes  in


                                       F-9
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

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.

Impact of Recently Issued  Accounting  Standards - 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 be amortized.  Each intangible or goodwill asset should be analyzed at least

                                      F-10
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

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.  The Company has not determined the
effect of this new standard;  however,  due to the Company's limited  amortizing
intangible  (purchased  and  internally  developed  software)  the impact is not
expected to be material.

NOTE 4 - 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 5 - 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.

                                      F-11
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 5 - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE (CONTINUED)

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:

     Software                                        $199,535
                                                     --------
                                                      199,535
     Less: accumulated depreciation                     8,287
                                                     --------
                                                     $191,248
                                                     ========

Amortization expense for the period ended December 31, 2000 was $8,287.

NOTE 6 - NOTES PAYABLE

At December 31, 2000,  the Company has a revolving  loan agreement with a credit
lender under which it can borrow up to 50% percentage of the accounts receivable
outstanding.  The  agreement  was in default at December 31, 2000 as a result of
the slow payment by a major customer.  This line has subsequently  been paid off
by a replacement note with a new lender.  This new note bears interest at a rate
of 10% per annum,  is due and  payable in October,  2001,  and is secured by the
pledge of the trade accounts receivable.

NOTE 7 - CONVERTIBLE DEBENTURES

In November 2000,  the Company  issued $50,000 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.

                                      F-12
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 8 - INCOME TAXES

At December 31, 2000,  the Company has  approximately  $288,000 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  $0, after being fully
offset by an equal valuation allowance.

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

     Current Income Taxes:
       Federal                                                   $ (90,100)
       State                                                       (23,000)
                                                                 ---------
                                                                  (113,100)
     Deferred Income Taxes:
       Federal                                                        (160)
       State                                                           (40)
                                                                 ---------
                                                                      (200)
     Total current and deferred income tax benefit                (113,300)
     Increase in valuation allowance                               113,300
                                                                 ---------
     Benefit (provision) for income taxes                        $       0
                                                                 =========

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                             $ (98,000)
     Increase in income taxes resulting from:
      State income taxes, net of Federal income tax benefit        (15,300)
                                                                 ---------
     Total current and deferred income tax benefit               $(113,300)
                                                                 =========

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.

                                      F-13
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 8 - INCOME TAXES (CONTINUED)

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
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                       $288,000
                                   --------
        Total                      $288,000
                                   ========

The state  realized net  operating  losses  expire over the next five years with
$238,000 expiring on 2005.

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, 2000, the Company has a receivable  from an officer and director
of the Company in the amount of $233,029.  Substantially  all of this amount was
created by the  Company's  decision  to dispose  of  certain  intangible  assets
acquired  from an officer and  director  of the Company and other third  parties
since the inception of the Company,  as described in Note 2. The amount is being
repaid 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:

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

                                      F-14
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
        For the period from May 12, 2000 (Inception) to December 31, 2000
                                   (continued)


NOTE 11 - 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 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 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 166,667 shares due to the antidilutive
effect as a result of the Company's loss for the period.

                                      F-15