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

                                   FORM 10-KSB

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD FROM _________________ TO __________________

                          COMMISSION FILE NO. 000-30857

                            ORDERPRO LOGISTICS, INC.
        (Exact name of small business issuer as specified in its charter)

Nevada                                                           86-0982348
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

7400 North Oracle Road, Suite 162, Tucson, AZ                       85704
(Address of principal executive offices)                          (Zip Code)

Issuer's telephone number, including area code:  (520) 575-5745

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

            Title of class: Common Stock, $0.0001 par value per share

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

OrderPro's revenues for its most recent fiscal year (2003): $959,410

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of May 26, 2004 was $4,623,487.

The number of shares outstanding of each of the issuer's classes of common
equity, as of May 26, 2004 is 116,025,410 shares.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

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                            ORDERPRO LOGISTICS, INC.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I
Item 1.   Description of Business............................................  3
Item 2.   Description of Properties..........................................  8
Item 3.   Legal Proceedings..................................................  8
Item 4.   Submission of Matters to a Vote of Security Holders................  8

                                     PART II
Item 5.   Market for Common Equity and Related Stockholder Matters
          and Small Business Purchases of Equity Securities..................  9
Item 6.   Management's Discussion and Analysis or Plan of Operation.......... 10
Item 7.   Financial Statements............................................... 15
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure........................................... 15
Item 8A.  Controls and Procedures............................................ 15

                                    PART III
Item  9.  Directors and Executive Officers of the Registrant................. 17
Item 10.  Executive Compensation............................................. 18
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters......................... 19
Item 12.  Certain Relationships and Related Transactions..................... 20
Item 13.  Exhibits, Lists and Reports on Form 8-K............................ 21
Item 14.  Principal Accountant Fees and Services............................. 21

                                       2

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

OrderPro Logistics, Inc. ("OrderPro" or the "Company") is positioning for
unprecedented growth in revenue and profits during FY2004. The infrastructure
and systems architecture necessary to support the plan is in place. The Company
is at the point of merging its in house web enabled software with an outsourced
technology module, providing the market with a combination of multi-modal
industry knowledge and real time supply chain management capabilities. This
combination of technology and service experience presents itself in our
employees and will drive our future success in cost efficient transportation
management.

OrderPro opens the door to the mystique that has plagued our industry for
decades; to provide cost effective timely and accurate information in the field
of transportation management. The OrderPro philosophy recognizes that supply
chain management is the charter that drives our customers decision-making,
investments and staffing additions. With that knowledge, we are not just
interested in moving their freight. We are primarily interested in integrating
every aspect of our customer's shipping needs from order entry through
successful delivery to their ultimate destination. Offering service and support
is fundamental. Committing to world-class service and cost reductions is what
sets us apart. These commitments are controlled and successfully executed with
proven methods in a variety of industry segments, by qualified OrderPro
employees. When combined with our newest developments in technology, the service
package to our customer gets even more responsive and effective. OrderPro
leverages the sum of our experience to seamlessly manage the supply chain for
every one of our clients. Customer priorities, shipment integrity, best quality
and optimization of every load is the objective of supply chain management with
OrderPro lowering costs while adding value in process and service is the benefit
of our supply chain visibility.

OrderPro is built on solid concepts to challenge what is available from the
competition. Namely, offering a powerful technology solution for any
application, to drive home the inherent value of our people and service
offerings to give our customers a competitive advantage through access to
worldwide pricing, package tracing and complete shipping solutions. Customer
priorities, shipment integrity, best quality and optimization of freight
movement, all within a comprehensive service matrix, create value for our
customers, the Company and our investors.

Specialized Services Operations
-----------------------------

ALL AMERICAN ASSEMBLIES ("AAA"), acquired in October, 2003, is our specialized
service division with operations in Tucson, Phoenix and throughout Arizona. AAA
provides specialized delivery and assembly installation services on a consumer
direct basis for its customer base working hand-in-hand to schedule and
coordinate all delivery perimeters for our clients. All American Assemblies has
grown their customer base through a reputation of customer service, reasonable
pricing, and structured hands-on training programs for field assembler personnel
who understand the meaning of service. Retailers such as Sam Levitz Furniture,
Sears, and Office Max were key customers in the early years of the company and
remain important customers today.

AAA began offering services their competitors had yet to deliver, which
included the assumption of scheduling and coordinating delivery services for
their client base. This combination of enhanced product services, value and
dedicated pro-active customer service has been the catalyst for continued growth
of the company.

All American Assemblies is poised for expansion into the Midwest marketplace
where OrderPro Logistics has business units in Chicago and Indianapolis. The
expansion will entail "piggybacking" onto the existing customer base in each
market, but will specifically offer a new level of additional products and
services, based on the capabilities of each field manager hired by the Company.
Service contracts will be a key focus of the new markets, as they are generally
more contractually friendly and are absolutely higher in gross margin and
profit. The company just finished a record year for 2003, with growth and
expansion prospects looking even more promising for 2004.

Transportation Brokerage Operations
-----------------------------------

FREIGHT MANAGEMENT SERVICES ("FMS") is OrderPro's in-house transportation
brokerage service. FMS provides the necessary coordination of transportation
services to the OrderPro business units, when the resources of the business unit
cannot service the load(s) in question. In addition, FMS is challenged to
cultivate sales opportunities outside the scope of our business unit constraints
as well. Brokerage is still a viable opportunity in the U.S., and is best
complimented with the total product and service package offered by OrderPro.

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FMS offers a variety of cost savings opportunities including load consolidation,
continuous movement of shipments, decision-making shipment processes for the
internal and external sales personnel, as well as the benefits of the OrderPro
multi-tiered based rate quotation system.

Initiatives to funnel growth in the brokerage division currently under corporate
review would include acquisition of other brokerage companies, addition of
dedicated sales personnel and expansion of "business unit regional brokerage
divisions" within each market we are present.

International & Intermodal Operations
-------------------------------------

TRANSMEX LOGISTICS, acquired in February, 2003, offers a full range of logistics
packages via partnerships and contracts with carriers and service providers
throughout North America. TransMex Logistics was originally developed to support
inter-modal transportation options for Mexico, however in 2001 its operating
scope was expanded to include both regional and container yard operations.

The three main business lines of TransMex Logistics are: Mexico Services,
Regional Trucking, and Container Yard Operations.

MEXICO SERVICES PASSPORT PLUS: which is a program that provides clients with the
flexibility and expertise of shipment tracking, document review, customs
clearance and order management all the way through the rate and billing process.
These value added services, along with bilingual communications and pro-active
problem solving, are the core to TransMex operations.

TSCQ: Drayage service is offered to clients between all major border crossing
and Mexican inland points. INTRA MEXICO DRAY: TransMex is able to offer drayage
service between all Mexican intermodal rail ramps and point within commercial
zone cities.

DOOR-TO-DOOR: Retail and non-railroad contract holders are offered door-to-door
service throughout North America.

CMP: Our Cargo Monitoring Program allows clients to utilize rail controlled door
products for Mexico while still enjoying the value added services of TransMex.
Clients build door rates through the railroad and are billed a flat fee from
TransMex for monitoring and reporting transportation and customs activities.

CONSULTING: TransMex is available to assist consulting firms, retailers and
wholesalers on projects throughout Mexico. Past projects include translation of
contracts, negotiation of sales terms, transportation cost analysis and routing
analysis.

REGIONAL TRUCKING
TransMex has a five state authority (Illinois, Indiana, Wisconsin, Ohio, and
Michigan) to handle drayage of shipping containers and other specialized
delivery requirements for customers in that region. Shipments outside this
region are handled through the motor carrier division and corporate brokerage
operations base at Tucson, Arizona.

CONTAINER YARD OPERATIONS This facility offers steamship lines, equipment
leasing companies and shippers, the ability to store loaded and empty containers
to avoid excessive charges at the rail terminals. A qualified mechanic is on
site to both inspect inbound equipment for damage as well as to repair equipment
as specified by the owners. The 5 acre facility can be expanded, as needed, up
to 12 acres and a Hyster six lift is available for full stacking capability.

Motor Carrier Operations
------------------------

JBP EXPRESS ("JBP"), acquired in October,2003, is OrderPro's flagship motor
carrier and is a multi-faceted trucking operation that provides consolidation
and distribution services in the Midwest and long haul trucking throughout the
United States. JBP Express' diverse customer base minimizes dependence on any
individual customer and that strategy has provided excellent financial stability
at the JBP Transportation Unit. JPB Express' ongoing marketing plan continues to
focus on producing greater penetration within our current customer base while
aggressively cultivating new customer relationships. JBP's highly competitive
service, marketing, management and systems have all combined to produce
excellent revenue increases during the first quarter of 2004.

Expansion plans are under review to relocate JBP Express into a larger terminal
within greater Indianapolis. This will have a direct and positive impact on the
utilization of equipment and the cross docking capabilities offered in a major
metropolitan market, both necessary to drive profits. To compliment the initial
investment of the move, OrderPro is currently reviewing the brokerage division
expansion and the All American Assemblies expansion into this market. When
successfully launched, all divisions will operate out of the larger terminal,
providing better leveraging of personnel and resources while creating a new
revenue stream.

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Technology
----------


The Company is heavily investing resources to development and expand our
OrderPro technology. The primary emphasis will center on offering a vastly
improved and capable operating system to support all business units, all modes
of transportation, corporate financial requirements, carrier necessities and
shipper preferences. This development will provide a platform of synergies all
throughout the corporation not previously realized in the past. Operations data,
financials, acquisitions and new customer candidates will all be driven from the
systems database of current and potential users. This is key to all decisions
regarding growth, targeting the common platform of technology as the driving
force.

3PL Program (Third-Party Logistics)
-----------------------------------

Logistics operations are managed and controlled directly by on-site management
at the customer's location. Central dispatch operations perform a support
function for logistics operations. These two areas are fully integrated with the
use of the Internet and the proprietary software. Logistics customers are able
to select from a wide variety of services at the time they execute the contract.
Each customer has unique requirements, which are taken into consideration, and
the efficiency offered by the Company enables cost savings in all areas.
Services include consolidation of loads, backhaul contracts, and private fleet
management, in addition to inbound and outbound freight scheduling. Sharing in
cost savings between the customer and the Company has proven to be a major
benefit to customers. For example, customers can benefit when their
less-than-truckload shipments are consolidated into a single truckload by
coordinating other available freight in the system into one truckload shipment.
The results can be many thousands of dollars saved annually.

OrderPro European Business Unit (OEBU)

OrderPro formed this business unit in 2004 as a result of its own research and
indications of interest from other parties. OrderPro's management recognized the
application of transportable technology, systems, and expertise in the evolving
economic environment across Europe. After assessing the potential, the decision
was made, based partially on the imminent addition of new member countries to
the European Union as well as other factors, to move forward with the next phase
by forming the OrderPro European Business Unit (OEBU). The OEBU will develop and
operate Supply Chain Management business activities in Europe. This phase will
include, among other things, bringing aboard a team of advisors and consultants
"on the ground" in Europe to assist in identifying and developing opportunities
for which OrderPro is ideally suited. OEBU will be directed out of OrderPro's US
headquarters with future plans for OEBU to establish facilities in Europe at the
appropriate time.

Currently, the OEBU is expected to provide future global Supply Chain Management
services for a strategic partnership, the Lech Walesa Institute and a private
food broker Help Someone Today, to provide cost savings and transportation
efficiencies for a worldwide hunger relief project.

PROPOSED EXPANSION OF BUSINESS
------------------------------

OrderPro is entertaining 5 diverse expansion segments or operations within the
next 12 - 18 months. The segments of business include after-market technology
solutions, freight forwarding, freight brokerage, trucking operations and
specialized services. Trucking operations will be a combined internal and
acquisition driven expansion. Internal expansion will, in part be accomplished
by increasing our driver base within each operating business unit. Specialized
service expansion will encompass opening All American Assemblies Chicago and
Indianapolis divisions. After-market technology, freight forwarding and freight
brokerage will expand by way of strategic acquisitions. Assumptions regarding
investment dollars required, market penetration, revenue and profitability are
in evaluation. Targeted funding will drive some of these initiatives, with
internal expansion of services creating others. Once completed, the scope and
dynamics of the business will continue to change. Although deeply rooted in
transportation, it will be adequately supplemented in more profitable service
and technology offerings.

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COMPETITION

Competition for customers is intense. OrderPro currently competes or expects to
compete for customers with the following types of companies. They all entail
freight brokerage and/or third-party logistics services.

         o        Freight Brokers
         o        Third-Party Logistics Providers
         o        Truckload Motor Carriers
         o        LTL Motor Carriers
         o        Railroads
         o        Inter-Modal Companies
         o        Freight Forwarders
         o        Internet Load Matching Services
         o        Internet Exchanges

OrderPro can compete effectively in its market niche. Most third-party logistics
service providers do not aggressively pursue small-to-medium sized
manufacturers. The technology solutions inherent within OrderPro can provide the
efficiencies necessary to justify servicing small-to-medium size manufacturers
with a 3PL program. Competition from other freight brokerage companies provides
the greatest challenge. Generally these companies are small operations that have
an established customer base. However, many of these competitors do not have the
capacity to compete with the efficiencies and services provided by OrderPro in
the "smaller market" our target customers operate in.

MAJOR SUPPLIERS

Major suppliers are defined exclusively by equipment and/or services provided.
The challenge and opportunity for OrderPro is to negotiate and consolidate these
providers, to the benefit of the services received and the margins gained as a
corporation. Management anticipates that the ability of the Company to execute
this "roll-up" strategy for consolidation of equipment and services will show an
immediate benefit to the profitability objectives established for the fiscal
year 2004. Examples of these consolidations of major suppliers include
truck-leasing companies, fuel accounts, facility lease management companies,
operating insurance, health insurance and payroll service providers to name a
few. Currently, there is not a single dependency that puts OrderPro at risk on
the supply side. Multiple service providers are available for flexibility and
open bidding.

MAJOR CUSTOMERS

Major customers include Sears and Office Max within the All American Assemblies
business unit. All other business units within the OrderPro family of companies
have a widespread and diverse group of customers. It is the objective and intent
of management to build a customer base in each operating business unit that
reinforces a healthy percentage of overall sales per customer, limiting The
Companies exposure or dependencies on any one customer.

PERSONNEL

OrderPro has a total of 54 full time employees, 8 of which are corporately
located in Tucson, AZ. JBP Express; Indianapolis, IN employs 25 full time office
personnel and drivers. All American Assemblies Tucson and Phoenix operations
employ 13 full time office personnel and road crew staffing. Trans Mex Logistics
employs 6 full time operations, sales and remote business unit staffing. Freight
Management Services located in Tucson, AZ employs 2 freight brokers. OrderPro
believes that the net increase in staffing for FY2004 is approximately 6 full
time employees: 0 at the executive level. This will support the 3rd and 4th
quarter revenue growth projected in the 2004 Business Plan. These additions will
come in the way of drivers and field installation crew, both under the heading
of revenue generators for various segments of the business.

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CORPORATE HISTORY

On September 29, 2000, as part of an Agreement and Plan of Reorganization,
FifthCAI, Inc., a Nevada public shell corporation which up to
that point had had only limited operations, issued approximately 4.9 million
shares of common stock and changed its name to OrderPro Logistics, Inc. In
conjunction with the transaction, we had a reorganization of our equity to
establish a par value of $0.0001 per share and accomplish a 6.20-shares-for-one
split.

OrderPro provided freight brokerage and logistics services through Internet
access, on-site presence and custom designed software. During FY2001 and FY2002,
management concentrated its efforts on building the company and its structure
for the initial business launch during the 2nd quarter of FY2003. The company
also invested in the OrderProTM software system and the organizational framework
necessary to launch and maintain its business plan.

ACQUISITIONS

ALL AMERICAN ASSEMBLIES-Ruben Robles and his brother-in-law established All
American Assemblies in 1997. An Arizona company that provides delivery and
assembly/installation services to a myriad of customers. Ruben later operated
the business with his wife Crystal, assuming the roles of President and Customer
Service Coordinator. During those years the Robles team focused on "RTA"
(ready-to-assemble) furniture and office reconfigurations for the customers of
those institutions. All American Assemblies quickly grew its customer base by
providing exceptional customer service, reasonable pricing, and a structured
hands-on training program for field assembler personnel to assure they
understood the meaning of service.

Prominent retailers such as Sam Levitz Furniture, Sears, and Office Max were
instrumental in the early years and remain as important customers today. They
gave recognition and credibility to this "start-up" operation, while testing All
American Assemblies ability to service some very demanding service requirements
for these national retailers. As confidence grew on both sides, so did the
workloads and customer penetration. Understanding the competitive nature of the
business led to the development of new customers in new and existing markets.

The expansion into Phoenix was inevitable and the business quickly grew in this
larger and more competitive market. The formula for success had been
established. The company began offering services that their competitors had yet
to deliver. This included the assumption of scheduling and coordinating delivery
services for the client base. This combination of enhanced product services,
value and dedicated customer service was the catalyst for continued growth into
the new Phoenix marketplace. It also established the criteria for expansion into
the other new metropolitan markets.

TRANSMEX LOGISTICS-TransMex Logistics was developed in 1991, with the goal of
supporting inter-modal transportation options for Mexico. Based out of their
Midwest headquarters in McCook, Illinois, the company expanded its operating
scope in 2001 to include both regional and container yard operations. TransMex
Logistics also has offices in Laredo, Texas and Mexico City.

Three of the main business lines of TransMex are Mexico Services, Regional
Trucking, and Container Yard Operations.

Mexico Services include a Passport Plus program that provides clients with the
flexibility and expertise of shipment tracking, document review, and customs
clearance and order management all the way through the rate and billing process.
These value added services are the core to effective, bi-lingual communications
and pro-active problem solving methods for TransMex operations. Retail and
non-railroad contract holders are offered door-to-door service throughout North
America.

TransMex provides the ability for trucking clients to store loaded and empty
containers to avoid excessive charges at the rail terminals. An IICL qualified
mechanic is on site to both inspect inbound equipment for damage as well as to
repair equipment as specified by the owners. The 5 acre facility can be
expanded, as needed, up to 12 acres and a Hyster six lift is available for full
stacking capability. Trans Mex is currently under management review for
operational, technological and marketing initiatives, to continue to strive for
maximum revenue growth and net profit contribution. Specific areas of review
include trucking contracts, operating system integration, accounting integration
and overhead expenses incurred on a daily basis.

FREIGHT MANAGEMENT SERVICES- OrderPro has in-house transportation management
expertise for all major modes of transportation; truckload, less-than-truckload
(LTL), inter-modal, air and ocean freight. At your request, our implementation
team will analyze your transportation network. Our goal is to establish criteria
for the "Best Selection: of transportation providers. Factors such as; lane
patterns, delivery requirements, customer demand and equipment selection are
used to determine the most effective methods for the shipment of your freight.
Additional services that we offer include a variety of cost saving opportunities
including load consolidation to minimize the high cost of LTL shipments,
continuous move shipments, decisions making shipment processes for the internal
and external sales personnel, as well as the benefits of the OrderPro Logistics
multi-tiered based rate quote system.

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JBP EXPRESS - Brian and Julie Petree founded JBP Express in 1999. JBP is a
multi-faceted trucking operation that provides consolidation and distribution
services, in addition to its freight hauling services for it's broad base of
clients. The trucking operation historically focused on short-haul deliveries
within the Indianapolis metropolitan area. The fleet of trucks has always been a
blend of company owned and leased. The business will employ owner operators on a
need basis, but from a select population of pre-approved candidates. As a
byproduct of the excellent service provided by the Petree's, longer haul
requests became more common. As the business could support this commitment,
Brian made the necessary investments and the rest is history. JBP Express has
experienced significant growth every year since it's inception in 1999, and 2004
is off to a record start. In lieu of the positive revenue accomplishments,
management is also undertaking an operational review of all JBP Express
transactions to identify economies and efficiencies in tandem with comparable
actions within other business units.

STRATEGIC PLANNING

As disclosed in the expansion plan for FY 2004, acquisitions are key part of the
strategic growth plan for FY2004. Targeted segments of industry and specialized
services are the lead acquisition strategies. Discussions and due diligence
evaluations are planned or currently underway with technology companies, freight
brokerage companies and inter-modal freight forwarders. Synergies with current
services, operating platforms, geographic locations and target markets all play
into the decision making and timing. There is a multitude of acquisition options
available in each market segment, lending to the "buyers market" mentality on
behalf of OrderPro.

AVAILABLE INFORMATION

The SEC maintains an internet site at www.sec.gov that contains the reports,
proxy and information statements, and other information regarding OrderPro. In
addition, the Company provides easy access to these reports free of charge via
the Company's internet website, www.orderprologistics.com. Information on our
website is not part of this report.

ITEM 2. DESCRIPTION OF PROPERTY.

OrderPro leases the following properties:

         o        A 2,903 square foot office facility for its corporate offices
                  in Tucson, AZ.
         o        A 3,600 square foot sale and administrative facility in
                  Indianapolis, IN.
         o        A 3 acre office and storage facility in McCook, IL.

OrderPro believes these facilities can meet its current corporate business needs
in 2004. As previously mentioned, targeted business expansion at JBP Express
could result in moving to a larger terminal in Indianapolis.

ITEM 3. LEGAL PROCEEDINGS.

OrderPro is involved in litigation in the normal course of its business, none of
which is anticipated to have a material adverse effect on its financial
condition, operations or prospects.

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

Please refer to the Schedule 14C Definitive Information Statement filed with the
SEC on December 30, 2003.

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                                     PART II

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

OrderPro's common stock is presently quoted on the Over-the-Counter Bulletin
Board (OTCBB) under the symbol OPLO. The following table sets forth, for the
fiscal quarters indicated, the high and low close price quotations for
OrderPro's common stock as reported on the OTCBB. The quotations reflect
inter-dealer quotations without retail markup, markdown or commission, and may
not represent actual transactions. Trading on the OTCBB commenced September 19,
2002.

                                                               High        Low
                                                              -------    -------
Fiscal Year Ended December 31, 2002:
   First Quarter                                               N/A         N/A
   Second Quarter                                              N/A         N/A
   Third Quarter                                               $2.00       $0.65
   Fourth Quarter                                              $0.65       $0.05
Fiscal Year Ended December 31, 2003:
   First Quarter                                               $0.24       $0.05
   Second Quarter                                              $0.17       $0.03
   Third Quarter                                               $0.30       $0.06
   Fourth Quarter                                              $0.29       $0.15

STOCKHOLDERS OF RECORD

As of May 26, 2004, OrderPro had approximately 86 stockholders of record.

DIVIDENDS

OrderPro has never declared or paid any dividends on its common stock. OrderPro
currently intends to retain any earnings for use in the business and therefore
does not anticipate paying any dividends in the near future. Dividends on our
common stock can be paid lawfully only out of current and retained earnings and
surplus of the company, when, and if, declared by the Board of Directors.
OrderPro has not declared or paid any dividends on the common stock and there is
no assurance dividends will be paid in the foreseeable future. The payment of
dividends in the future rests within the discretion of the Board of Directors
and will depend, among other things, upon the Company's earnings, its capital
requirements and its financial condition, as well as other factors, which the
Board of Directors deems relevant.

UNREGISTERED SALES OF SECURITIES DURING THE PAST TWO YEARS:
During the year ended December 31, 2003 the Company sold the following
securities:

         o        5,970,000 shares of common stock were issued upon conversion
                  of $433,500 of the Company's 10% convertible debentures

         o        23,762,189 shares of common stock were issued for services.
                  Additionally, 3,600,000 shares of common stock were committed
                  to be issued for services, and were issued in early 2004. The
                  aggregate value of these 27,362,189 shares was $3,877,991.

         o        2,321,410 shares of common stock were issued for cash proceeds
                  of $187,000.

         o        7,033,652 shares of common stock were issued upon exercise of
                  stock options, for cash proceeds of $595,005.

         o        6,000,000 shares of common stock were issued upon exercise of
                  stock options, in consideration of services valued at
                  $486,000.

         o        1,603,638 shares of common stock, valued at $400,910, were
                  issued as partial consideration for the acquisition of JBP
                  Express, Inc.

         o        391,667 shares of common stock, valued at $23,500, were issued
                  in settlement of a payable.

                                       9


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Certain of the above shares were issued pursuant to S-8 Registration Statements.
The Company filed an S-8 Registration Statement, covering 4,000,000 shares to be
issued For services, in June 2003.

During May,2003, the Company instituted the 2003 Incentive and Nonstatutory
Stock Option Plan (the "Plan"). Pursuant to the Plan, stock options may be
granted to employees, directors or consultants of the Company. Options shall be
exercisable over a period of no longer than ten years. The total number of
shares of stock which may be purchased through exercise of options granted under
the Plan shall not exceed 10,000,000 shares. These shares were registered
pursuant to an S-8 Registration Statement filed July 18, 2003.

All of the options granted during 2003 were exercised as of December 31, 2003.
The Company received $595,005 cash proceeds upon exercise of 7,033,652 options.
Options aggregating 6,000,000 shares were exercised through services provided
valued at $486,000.

As previously stated, the maximum number of shares which may be issued pursuant
to stock options exercised under the Plan is 10,000,000. However, the Company
issued a total of 13,033,652 shares through December 31, 2003, and an additional
1,350,000 in 2004. The shares were all issued without restriction, although the
Form S-8 Registration Statement filed with the Securities and Exchange
Commission (SEC) covered only 10,000,000 shares. This constitutes a violation of
Section 5 of the 1933 Act, requiring registration of shares prior to their offer
or sale. Since the issuance of the shares cannot be rescinded (they are
presumably in the public market), other corrective measures will be taken by the
Company. These measures will include registering the shares EX POST FACT, which
will accomplish full disclosure of these transactions, albeit late. The SEC has
the power to take remedial or punitive action against the Company for this
violation. Potential actions by the SEC could include injunctive relief
regarding future actions of this sort, or could involve civil penalties. The
effect of the above over issuance on the consolidated financial statements is
unknown, but could be material.

In February, 2004, the Company filed an S-8 Registration Statement covering an
aggregate of 13,000,000 shares of common stock (5,700,000 to be issued pursuant
to stock options) under its 2004 Incentive and Non Statutory Stock Option Plan.
The Company has issued 19,595,833 shares of unrestricted common stock, which
exceeds the amount registered. This is in addition to the shares described in
the previous paragraph. This constitutes a violation of Section 5 of the 1933
Act, requiring registration of shares prior to their offer or sale. Since the
issuance of the shares cannot be rescinded (they are presumably in the public
market), other corrective measures will be taken by the Company. These measures
will include registering the shares EX POST FACTO, which will accomplish full
disclosure of these transactions, albeit late. The SEC has the power to take
remedial or punitive action against the Company for this violation. Potential
actions by the SEC could include injunctive relief regarding future actions of
this sort, or could involve civil penalties.

During the year ended December 31, 2002, the Company sold the following
unregistered securities:

         o        1,950,166 shares of common stock were issued upon conversion
                  of $485,050 of the Company's 10% convertible debentures.
         o        7,338,335 shares of common stock were issued for services.
                  Additionally, 2,200,000 shares of common stock were committed
                  to be issued for services, and were issued in early 2003. The
                  aggregate value of these 9,538,334 shares was $2,486,500.
         o        1,600,000 shares of common stock, valued at $80,000, were
                  committed to be issued in partial settlement of a debt. These
                  shares were issued in early 2003.

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

RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2003 AND 2002

COMPANY OVERVIEW

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

* LEADING TECHNOLOGY: OrderPro currently combines shipping expertise with
web-enabled proprietary software to bring profitable innovation to the
transportation brokerage industry. The technology of OrderPro provides
"real-time", national rate quoting by carriers/rate/performance/value criteria
to maximize inbound-outbound savings, and complete on-site logistics management
services. This is complimented by detailed management reporting to allow for
complete visibility of all transportation brokerage activities nationwide.
Future developments will expand this technology base to compliment all methods
and modes of transportation...driving to a fully integrateD Supply Chain
Management product offering.

                                       10


<PAGE>

* ACQUISITION STRATEGY: OrderPro has launched its expansion initiatives by
closing on the acquisitions of transportation companies that are currently
operating in markets strategic to the Company's growth plan. These acquisitions
will increase the service capability and customer base of OrderPro.

* REVENUE SHARING AGREEMENTS: OrderPro has developed an aggressive third-party
logistics business plan, focused on contracting with manufacturers to provide
efficient and cost-effective logistics management services. The addition of
small-to-medium sized logistics customers could provide an estimated $5 million
in revenue during the next 12-18 months. Completing the architecture on the
technology expansion in addition to hiring key staffing will open the Company to
these opportunities in the market.

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

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

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

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

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

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

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

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

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

                                       11



<PAGE>

OPERATING RESULTS 2003 COMPARED TO 2002

OrderPro suspended operations during the second quarter of 2002 in order to
focus its efforts on completing its listing on the OTCBB. This was accomplished
in September 2002. The Company resumed its planned operating activities in
November 2002, through the acquisition of the assets of Great Plains
Transportation, Inc. However, for accounting purposes, this acquisition was not
considered consummated, since the Company did not take effective control and
possession of the assets and operations to be acquired. The cash transactions
were maintained in a bank account over which the Company had no signature or
authority and daily transactions and operations were initiated by an employee
carried over from the previous ownership. The previous owner contributed
significant amounts of cash to maintain operations of the acquired assets. The
activity of Great Plains has been removed from the consolidated financial
statements. The Company's operations actually resumed, then, with the
acquisition of the assets of TransMex in February, 2003. OrderPro also completed
the acquisitions of All American Assemblies and JBP Express in October 2003. As
a result of the suspension of operations in 2002 and the resumption in 2003,
comparisons between those periods are not meaningful.

The accompanying 2002 financial statements have been reaudited and restated to
reclassify and expense the erroneous capitalization of internally developed
software and to reverse the related amortization, to correct the valuation and
presentation of stock issued for services, to record a beneficial conversion
feature related to convertible debentures, and to remove customer lists and
internally developed software received from the Company's then CEO and majority
stockholder and the related liability to the stockholder.

The correction related to the software results from the reclassification to
expense of items which were improperly capitalized. Additionally, amortization
was improperly recorded; the software project was not substantially completed
and costs should not have been amortized until the project was substantially
completed and ready for its intended use. Software costs have been expensed as
incurred as research and development in the accompanying financial statements.

For the year 2003, revenue was $959,410, cost of revenue was $760,997 and gross
profit was $198,413, or 21% of revenue. Revenue generated from the fourth
quarter acquisitions was $737,547, and the gross profit attributable to that
revenue was $179,592.

Operating expenses for 2003 totaled $5,500,046. Compensation and related costs
were $4,787,610, of which $3,403,262 was paid through the issuance of common
stock and $908,028 of which is attributable to the fair value of stock options
issued. OrderPro incurred costs of $100,364 which were related to the continued
development of software. Costs related to the software have been expensed as
incurred, and the software development has been abandoned as of December 31,
2003. Significant other operating expenses include professional fees of
$224,442, rent of $73,286, and insurance of $30,082.

For 2003, other expenses include interest expense of $112,471 and a non-cash
charge of $197,857 for a beneficial conversion feature of the Company's
convertible debentures.

For the year 2002, revenue was $35,111 and cost of revenue was $59,618,
resulting in a gross loss of $24,507. Operating expenses for 2002 totaled
$2,898,305. Compensation and related costs were $2,398,708, of which $2,290,661
was paid through the issuance of common stock. The Company incurred costs of
$67,343 which were related to the continued development of software. Costs
related to the software have been expensed as incurred. Other operating expenses
include professional fees of $301,444.

As mentioned above, OrderPro intended to acquire the assets of Great Plains
Transportation, Inc. during November 2002. Effective control and possession of
the assets and operations to be acquired was not obtained by OrderPro, and the
acquisition was abandoned as of December 31, 2003. The operations of Great
Plains have not been reflected in the consolidated financial statements
presented. In connection with this failed acquisition, OrderPro incurred costs
in 2003 and 2002 of $66,551 and $265,000, respectively. The 2002 costs include
the issuance of convertible debentures aggregating $211,000. All costs relating
to the Great Plains acquisition have been expensed.

LIQUIDITY AND CAPITAL RESOURCES

Cash used for operating activities was approximately $779,000 in 2003 as
compared to approximately $348,000 in 2002. The use of cash in 2003 is the
result of a net loss of approximately $5,679,000, partially offset by non-cash
charges of approximately $4,537,000 and a net increase in current liabilities of
approximately $363,000. For 2002, a loss of approximately $3,310,000 was
partially offset by non-cash charges of approximately $2,723,000 and a net
increase in current liabilities of approximately $239,000.

Cash used in investing activities was approximately $101,000 in 2003, with no
use of cash in 2002. Cash expenditures for property and equipment and
acquisitions were approximately $85,000.

Cash generated by financing activities was approximately $891,000 in 2003, as
compared to approximately $344,000 in 2002. During 2003, the Company received
approximately $190,000 from the sale of debentures, approximately $782,000 from
the sale of common stock (including the exercise of options) and approximately
$52,000 from cash overdrafts in bank accounts. The Company repaid notes payable
of approximately $13,000 and had net transfers of cash to related parties of
approximately $120,000. During 2002, the Company received approximately $156,000
from the sale of debentures and had net transfers of cash from related parties
of approximately $203,000. The Company also repaid approximately $15,000 of cash
overdrafts.

At December 31, 2003 the Company had cash of approximately $11,000, which is
offset by overdrafts of approximately $52,000. The Company expects that it will
need to obtain additional debt and equity financing to maintain operations in
2004.



                                       12

<PAGE>

OrderPro had a net working capital deficiency at December 31, 2003. The Company
is attempting to raise additional debt or equity capital to allow it to expand
the current level of operations.

OrderPro executed two 5% promissory notes dated January 14, 2004, in the
aggregate principal amount of $1,100,000. The due date of the notes was February
9, 2004. Net proceeds to the Company were $864,000. The Company settled these
promissory notes in full through the issuance of an aggregate of 11,000 shares
of Series A convertible preferred stock and three warrants to purchase an
aggregate of 1,500,000 shares of common stock at an exercise price of $0.30 per
share. The preferred stock is convertible into shares of common stock at a rate
of 88% of market price, as defined.

To date, OrderPro has financed its operations principally through the founder's
investment, the placement of convertible debentures and the sale of common
stock. We will consider both the public and private sale of securities and or
debt instruments for expansion of operations if such expansion would benefit the
overall growth and income objectives of the Company. Should sales growth not
materialize, OrderPro may look to these public and private sources of financing.
We do not know whether we can obtain sufficient capital on acceptable terms, if
at all. Under such conditions, failure to obtain such capital likely would
affect adversely the Company's ability to continue as a going concern, or at a
minimum negatively impact the Company's ability to timely meet its business
objectives.

Any additional equity financing may be dilutive to shareholders and such
additional equity securities may have rights, preferences or privileges that are
senior to those of our existing common stock. Furthermore, debt financing, if
available, will require payment of interest and may involve restrictive
covenants that could impose limitations on our operating flexibility. Failure to
obtain capital likely would adversely affect the Company's ability to continue
as a going concern or negatively impact the Company's ability to meet its
business objectives.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

We are subject to many risks factors detailed below and elsewhere in this report
and from time to time in our other Securities and Exchange Commission filings.
Any one or more of these uncertainties, risks and other influences could
materially affect our results of operations and prospects and whether
forward-looking statements made by us ultimately prove to be accurate. The
following risk factors represent items that management desires to highlight, in
addition to forward looking statements described at the beginning of this
report, to help investors better understand the potential risks and rewards of
OrderPro's business.

GOING CONCERN

The audited consolidated financial statements for the year ended December 31,
2003 have been prepared assuming that OrderPro will continue as a going concern.
As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $5,678,512, a negative cash flow from operations of $778,664,
a working capital deficiency of $1,630,541 and a stockholders' deficiency of
$667,743. These factors raise substantial doubt about its ability to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional funds and become
profitable.

UNRESTRICTED SHARES ISSUED IN EXCESS OF REGISTRATION STATEMENTS.

During 2003 the Company filed an S-8 Registration Statement covering an
aggregate of 10,000,000 shares of common stock under its 2003 Incentive and Non
Statutory Stock Option Plan. The maximum number of shares which may be issued
pursuant to stock options exercised under the Plan is 10,000,000. However, the
Company issued a total of 13,033,652 shares through December 31, 2003, and an
additional 1,350,000 in 2004. The shares were all issued without restriction,
although the Form S-8 Registration Statement filed with the Securities and
Exchange Commission (SEC) covered only 10,000,000 shares. This constitutes a
violation of Section 5 of the 1933 Act, requiring registration of shares prior
to their offer or sale. Since the issuance of the shares cannot be rescinded
(they are presumably in the public market), other corrective measures will be
taken by the Company. These measures will include registering the shares EX POST
FACT, which will accomplish full disclosure of these transactions, albeit late.
The SEC has the power to take remedial or punitive action against the Company
for this violation. Potential actions by the SEC could include injunctive relief
regarding future actions of this sort, or could involve civil penalties. The
effect of the above over issuance on the consolidated financial statements is
unknown, but could be material.

In February, 2004, the Company filed an S-8 Registration Statement covering an
aggregate of 13,000,000 shares of common stock (5,700,000 to be issued pursuant
to stock options) under its 2004 Incentive and Non Statutory Stock Option Plan.
The Company has issued 19,595,833 shares of unrestricted common stock, which
exceeds the amount registered. This is in addition to the shares described in
the previous paragraph. This constitutes a violation of Section 5 of the 1933

                                       13


<PAGE>

Act, requiring registration of shares prior to their offer or sale. Since the
issuance of the shares cannot be rescinded (they are presumably in the public
market), other corrective measures will be taken by the Company. These measures
will include registering the shares EX POST facto, which will accomplish full
disclosure of these transactions, albeit late. The SEC has the power to take
remedial or punitive action against the Company for this violation. Potential
actions by the SEC could include injunctive relief regarding future actions of
this sort, or could involve civil penalties.

PAYROLL LIABILITIES

The Company is delinquent in payment of certain of its payroll tax liabilities.
Additionally, the Company has not withheld FICA, Medicare or withholding taxes
on certain cash payments and stock compensation, including stock options. The
Company has accrued an estimated liability for both the employer and employee
portion of FICA and Medicare tax. Penalties and interest have not been accrued
but may be material.

ADDITIONAL FINANCING.

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

COMPETITION.

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

PUBLIC COMPANY LEGISLATIVE AND REGULATORY REQUIREMENTS, SUCH AS THE
SARBANES-OXLEY ACT OF 2002, MAY LEAD TO INCREASED INSURANCE, ACCOUNTING, LEGAL
AND OTHER COSTS, WHICH MAY CAUSE EXPENSES TO INCREASE.

OrderPro is a reporting company under the Securities and Exchange Act of
1934. The company will be subject to additional reporting and
governance requirements if it applies and is accepted for listing on a national
stock exchange or the Nasdaq system. OrderPro is committed to full regulatory
compliance and high standards of corporate governance and expects that legal,
accounting and professional fees may increase in 2004. The cost of regulatory
compliance could strain our limited resources as well as divert attention of our
relatively small management team from daily business operations.

CRITICAL ACCOUNTING POLICIES

The preparation of consolidated financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States
requires management to make judgments, assumptions and estimates that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Actual results could vary from these estimates. A material change in
these or other estimates could potentially have a material impact on results of
operations. The following critical accounting policies are impacted
significantly by judgments, assumptions and estimates.

PROPERTY, PLANT AND EQUIPMENT AND RELATED DEPRECIATION

Property, plant and equipment is recorded at cost. Major units of property
replacements or improvements are capitalized and minor items are expensed. Gain
or loss is recorded in income for the difference between the net book value
relative to proceeds received, if any, when the asset is sold or retired.
Depreciation is provided for using the straight-line method. Estimated useful
lives of the assets used in the computation of depreciation are three to five
years.

LONG-LIVED ASSETS

In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", the Company reviews its long-lived assets, including
intangible assets, for impairment whenever events or changes in circumstances
indicate that the related carrying amount may not be recoverable. Recovery of
assets to be held and used is measured by a comparison of the carrying amount of
the assets to the future net cash flows expected to be generated by the asset.
If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less the cost to sell. The impairment review
performed for fiscal year 2003 indicated no impairment of long-lived assets.

                                       14


<PAGE>

REVENUE RECOGNITION

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

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has adopted the Financial Accounting Standards Board ("FASB"),
Statement of Financial Accounting Standards ("SFAS") No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS. Under the provisions of SFAS No. 142, the Company tests
goodwill for impairment on an annual basis. The Company has elected to perform
its annual impairment review during the fourth quarter each year.

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. The Company values shares issued in consideration of
services at fair value. Options or warrants issued to non-employees and
consultants are recorded using the fair value method, based on a Black-Scholes
option-pricing model.

PAYROLL LIABILITIES

The Company is delinquent in payment of certain of its payroll tax liabilities.
Additionally, the Company has not withheld FICA, Medicare or withholding taxes
on certain cash payments and stock compensation, including stock options. The
Company has accrued an estimated liability for both the employer and employee
portion of FICA and Medicare tax. This estimated liability is $203,300 and
$68,860 for 2003 and 2002, respectively, for an aggregate accrual of $272,160 at
December 31, 2003.

IMPACT FROM RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of recent accounting pronouncements
will have a significant effect on the Company's consolidated financial
statements or disclosures. See "Recent Accounting Pronouncements" in Note 1 to
the financial statements.

ITEM 7. FINANCIAL STATEMENTS

The financial statements required by this Item 7 are included in this Annual
Report on Form 10-KSB following Item 14 hereof.

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

On August 28, 2003, the accounting firm of James C. Marshall, CPA, P.C.
("Marshall"), was dismissed by the Company. The only modification of opinion
received by the Company from Marshall regarded its uncertainty as to our ability
to continue in business. The board of directors approved this change of
accountants. There have been no disagreements with Marshall regarding accounting
principles or practices, financial statement disclosure or auditing scope or
procedure neither during the years ending December 31, 2001 or 2002, nor through
the date hereof.

On August 28, 2003, the firm of Weinberg & Co., P.A. ("Weinberg"), was retained
by the Company to act as its auditor. Weinberg will perform all audits of
financial statements for the Company from this point forward. During the years
ended December 31, 2001 and 2002 and through the date hereof, the Company did
not consult Weinberg with respect to the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 8A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

OrderPro's Chief Executive Officer, after evaluating the effectiveness of
OrderPro's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934, as amended) as of December
31, 2003, (the "Evaluation Date"), has concluded that, as of the Evaluation
Date, OrderPro's disclosure controls and procedures were effective to ensure the
timely collection, evaluation, and disclosure of information relating to
OrderPro that would potentially be subject to disclosure under the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
under the Act.

                                       15





<PAGE>

FINANCIAL REPORTING PROCEDURES AND OPERATING PROCEDURE

During the first quarter of 2004, OrderPro initiated an overall assessment of
the effectiveness of internal control over financial reporting and general
operations. As a result of the assessment, the following actions are planned by
our Board of Directors to strengthen OrderPro's financial reporting processes
and operating procedure:

         o        Adoption of a policy relating to the pre-approval of related
                  party transactions and parameters of related party
                  transactions.

         o        Amend the by-laws to require unanimous board approval for
                  stock issuances, expenditures or commitments greater than
                  $10,000, and material contracts.

         o        Adopt an Insider Trading Policy.

         o        Adopt guidelines for identifying and evaluating nominees for
                  directorships.

         o        Adopt guidelines relating to audit oversight until the Company
                  has independent directors and an audit committee is
                  established.

BOARD NOMINATIONS

A nominating committee has not been established due to the small size of the
Company and its board. Until a nominating committee is established the
nominating decisions are made by board of directors. The board will actively
seek independent directors and will review and evaluate stockholder
recommendations for nominees along with other candidates with the same criteria.
The board seeks candidates with mature business judgment, financial acumen and
may also seek specific industry or technical skills that can complement those
held by management. The board also requires high ethical standards and
successful experience with public and growth companies. The board will consider
written nominee recommendations by a stockholder who has owned at least 2% of
OrderPro's common stock for one year.

STOCKHOLDER COMMUNICATIONS

Stockholders may communicate with directors located at 7400 North Oracle Road,
Suite 162, Tucson, AZ 85704 by sending a written communication to the attention
of the Secretary of the Company at the Company's executive offices. All
communication will be forwarded directly to the intended recipients.

The SEC maintains an internet site at www.sec.gov that contains the reports,
proxy and information statements, and other information regarding OrderPro. In
addition, the Company provides easy access to these reports free of charge via
the Company's internet website, www.orderprologistics.com. Information on our
website is not part of this report.

During the past year no stockholder, or group of stockholders, who beneficially
owns more than five percent of the company's voting stock for at least one year,
recommended an individual for nomination to the board of directors and no third
party assisted in identifying or evaluating nominees in exchange for a fee.

                                       16


<PAGE>

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company's bylaws call for election of directors by the shareholders,
although the board of directors has authority to fill any vacancy on the board,
and directors continue in office until resignation or removal. Officers serve at
the will of the board. OrderPro may indemnify directors and officers against
damages which qualify, in the opinion of the disinterested members of the board,
for indemnification under Nevada law and OrderPro's bylaws. Insofar as
indemnification for liabilities arising under the federal securities laws may be
permitted to directors, officers or persons controlling OrderPro pursuant to
Nevada law and its bylaws, OrderPro has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the laws and is therefore unenforceable.

<TABLE>

              Name                      Age                    Office                     Since
----------------------------------  ------------ ------------------------------------  -------------
<S>                                     <C>      <C>                                           <C>
Jeffrey M. Smuda                        45       President and CEO                             2004
Joel Windorski                          57       Director of Business Development              2004
Patricia Green                          59       Director of Support Services                  2004
Robert Best                             68       Director                                      2002

All of the above individuals are members of the board of directors.

</TABLE>

MANAGEMENT BIOGRAPHIES

Mr. Richard L. Windorski is the Former Chairman of the Board and Former Chief
Executive Officer. It was mutually agreed that it was in the best interests of
all parties that Mr. Windorski resign his positions, and he did so in May
2004.

Mr. Jeffrey M. Smuda is President and Chief Executive Officer. He has more than
25 years experience managing the supply chain from material requisition through
customer shipment. He is a procurement specialist accomplished in the
disciplines of materials management, inventory management, systems development
and process improvements. He has held senior management positions in the
domestic and international supply chain sectors, including retail, industrial
distribution, manufacturing, design-build custom engineering and mail order. Mr.
Smuda has developed two Free Trade Zones and numerous Bonded warehouses
throughout North America to facilitate time efficiencies and product cost
reductions in managing a global supply chain.

Mr. Joel Windorski has been involved with the Company since December 2002,
initially as a consultant and officially as an employee in the 4th quarter of
2003 as Director of Business Development. Mr. Windorski is a Director of the
Company and actively participates on the Board of Directors. He supports the
Company in a multitude of facets, most notably researching and evaluating
potential acquisitions, analyzing market information and trends pertaining to
public companies and/or relevant industries, advising management regarding
matters of outstanding company stock and investment strategies and evaluating
subsidiary operations of the Company.

Mr. Robert Scherne is a consultant performing certain services commonly
performed by the Chief Financial Officer. Mr. Scherne is not an officer or
director of the Company or any subsidiary. Mr. Scherne, a CPA, has been
practicing accounting for over 25 years. Prior to forming his own practice in
2003, Mr. Scherne was an audit partner in the New York based firm Merdinger,
Fruchter Rosen and Company. He worked primarily with companies registered with
the Securities and Exchange Commission ("SEC"). His SEC experience includes
initial public offerings, subsequent capital raising registrations and ongoing
SEC reporting. Mr. Scherne's firm, Robert C. Scherne, CPA, PC, specializes in
consulting with smaller public companies to facilitate compliance with SEC
reporting obligations. Mr. Scherne is an active member of the American Institute
of Certified Public Accountants and the New York State Society of Certified
Public Accountants.

                                       17


<PAGE>

AUDIT COMMITTEE

OrderPro does not have an audit committee, and accordingly does not have an
audit committee financial expert. Currently OrderPro has four members of the
Board of Directors, none of whom are independent. The Board of Directors has
adopted guidelines relating to the oversight of the audit of OrderPro's
consolidated financial statements which are expected to be incorporated into an
audit committee charter after an audit committee charter is established. In that
regard, the Board of Directors plan to seek qualified candidates for election as
independent board and audit committee members. We cannot anticipate when we will
have independent board members elected or will establish an audit committee.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors, officers, and beneficial owners of more than ten percent of
OrderPro's common stock are required to file reports of ownership as required by
Section 16(a) of the Exchange Act. Copies of these reports are to be filed with
the Company.

CODE OF ETHICS

We have adopted a Code of Ethics and Business Conduct. Our Code defines the
standard of conduct expected by our officers, directors and employees. The Code
is posted on our website.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid during the past two years
to OrderPro's chief executive officer and the two additional highest paid named
executive officers whose remuneration exceeded $100,000 per year.

<TABLE>

                                               Annual Compensation                             Long Term Compensation Awards
                              -------------------------------------------------------------    ------------------------------------
                                                                                                 Restricted   Securities Underlying
Name & Position                  Year          Salary        Bonus       Other Compensation     Stock Awards        Options/SAR
---------------                  ----          ------        -----       ------------------     ------------        -----------

<S>                                  <C>           <C>                                     <C>      <C>
Richard Windorski                    2003          21,000                                  (1)      1,166,167
Chief Executive Officer              2002               -                                  (2)      1,337,200

Jeffrey Smuda                        2003          48,550                                  (3)        400,000
Chief Operating Officer              2002          N/A

Patricia Green                       2003          42,446                                  (4)        273,000
Chief Financial Officer              2002               -                                  (5)         60,000

</TABLE>

1)  9,633,333 shares of common stock valued at $1,121,167 plus 1,500,000 stock
    options with an intrinsic value of $45,000. Fair value was determined based
    on market price on date of issue.

2)  4,556,667 shares of common stock valued at $1,337,200. Fair value was
    determined based on market price on date of issue.

3)  2,000,000 shares of common stock valued at $400,000. Fair value was
    determined based on market price on date of issue.

4)  1,800,000 shares of common stock valued at $273,000. Fair value was
    determined based on market price on date of issue.

5)  200,000 shares of common stock valued at $60,000. Fair value was
    determined based on market price on date of issue.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

For the year 2003, Mr. Richard Windorski, former CEO and a major stockholder,
was employed pursuant to a two year employment agreement effective May 25, 2002.
The agreement called for a base salary of not less than $195,000, subject to
review for salary increases on an annual basis. The agreement also provided for

                                       18





<PAGE>

the grant of 500,000 stock purchase options to be executed after six months. The
employment agreement with Mr. Windorski was terminated by mutual consent in May,
2004 and Mr. Windorski resigned his positions as CEO and Chairman of the Board
of Directors at that time.

Mr. Jeffrey Smuda is employed as President and CEO pursuant to an employment
contract commencing May 29, 2004 and expiring May 30, 2007. Terms call for an
annual salary of not less than $91,208, subject to review for salary increases
on an annual basis, plus an option to acquire 400,000 shares of common stock,
200,000 shares after one year and 200,000 shares after two years.

Mr. Joel Windorski is employed as Director of Business Development pursuant to
an employment contract commencing May 29, 2004 and expiring May 30, 2007. Terms
call for an annual salary of not less than $57,200, subject to review for salary
increases on an annual basis, plus an option to acquire 200,000 shares of common
stock, 100,000 shares after one year and 100,000 shares after two years.

Ms. Patricia Green is employed as Director of Support Services pursuant to an
employment contract commencing May 29, 2004 and expiring May 30, 2007. Terms
call for an annual salary of not less than $66,650, subject to review for salary
increases on an annual basis, plus an option to acquire 200,000 shares of common
stock, 100,000 shares after one year and 100,000 shares after two years.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth, to the knowledge of the Company, based solely
upon records available to it, certain information as of May 24, 2004 regarding
the beneficial ownership of the Company's shares of common stock by

         o        each person who we believe to be the beneficial owner of more
                  than five percent (5%) of outstanding shares of common stock,
         o        by each current director,
         o        by each named executive officer, and
         o        by all current executive officers and directors as a group:

         by all current executive officers and directors of the group:

                                       19





<PAGE>

Name and Address                        Number of             Approximate
of Beneficial Owner                      Shares            Percent of Class
----------------------------------  -----------------  -------------------------

Richard Windorski                         24,876,667                 21.4%  (1)
10665 N. Rocky Slope Pl.
Oro Valley, AZ 85737

Soma Intertrans Research, LLC              8,200,000                  7.1%
3706 Sheridan Avenue North
Minneapolis, MN 55412

Jeffrey Smuda                              6,000,000                  5.2%
10333 North Oracle Road
Tucson, AZ 85737

Joel Windorski                             5,424,000                  4.7%
9000 N. Placita Verde
Tucson, AZ 85737

Patricia Green                             2,500,000                  2.1%
P.O. Box 28
Oracle, AZ 85623

Robert Best                                  166,667                  0.1%
2610 Bordeaux Drive
Rockford, IL 61114

Officers and Directors as a               14,024,000                 12.1%
Group (4 persons)

(1) Mr. Windorski is the beneficial owner of a company known as OP Logistics,
L.P., that is the registered owner of certain of the shares indicated

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2003 and 2002, OrderPro engaged in the following transactions with its
directors, officers and principal stockholders:

During 2002 and 2003, certain cash transactions of the Company were maintained
in a personal checking account of a major shareholder and former CEO of the
Company, Mr. Richard Windorski. Mr. Windorski received funds into this account
from the sale of convertible debentures, from the sale of common stock and from
the exercise of options. Mr. Windorski transfered funds into the checking
accounts of the Company, as needed, or would pay certain expenses of the Company
with these funds. However, this account was not limited to funds belonging to
the Company. Personal transactions and funds were also recorded in this personal
bank account. The Company has charged unsubstantiated payments, originally
attributed to Company expenses, to a receivable from Mr. Windorski. Mr.
Windorski has indicated that the main purpose of the maintenance of funds in the
separate personal account was to protect the funds from possible attachment by
creditors of the Company, primarily the Internal Revenue Service for unpaid
payroll taxes.

Additionally, subsequent to December 31, 2003, the Company entered into a
promissory note with a third party. Upon receipt of funds from this note, Mr.
Windorski caused the Company to transfer $500,000 to the above mentioned
personal account, ostensibly to repay amounts owed to him for alleged advances,
loans and unpaid (although unaccrued) compensation. This transfer exceeded any
balance due to Mr. Windorski that had been recorded in the consolidated
financial statements. This transfer may potentially be in violation of the
Sarbanes-Oxley Act and other applicable laws. The Company requested repayment of
the funds and Mr. Windorski has been transferring funds back to the Company;
however all funds have not yet been repaid.

                                       20


<PAGE>

During 2003, Mr. Richard Windorski, former CEO and a major stockholder, was
employed pursuant to a two year employment agreement effective May 25, 2002. The
agreement called for a base salary of not less than $195,000, subject to review
for salary increases on an annual basis. The agreement also provided for the
grant of 500,000 stock purchase options to be executed after six months. During
2003, Mr. Windorski received cash compensation of $21,000. Additionally, Mr.
Windorski (or OP Logistics, LP, a company owned by Mr. Windorski) was also
issued 9,633,333 shares of common stock, with a fair value at the date of
issuance of $1,121,167 (1,300,000 of which were to be issued as of November,
2002, with a value of $143,000). Additionally, Mr. Windorski was granted options
to purchase 1,500,000 shares of common stock at an exercise price of $0.08,
which was less than the fair market value per share on the date of grant. The
option plan pursuant to which the options were granted states that the option
price for any option granted to a more than 10% shareholder shall not be less
than 110% of the fair market value per share on the date of grant. The effect of
this departure from the provisions of the Plan is unknown.

Subsequent to December 31, 2003 Mr. Windorski was issued a total of 9,000,000
shares of common stock, 1,000,000 of which were issued pursuant to stock
options. The company is unaware of any consideration received for the exercise
of these options.

During 2003, Lynn Windorski, Mr. Windorski's daughter, was employed with no
formal employment agreement executed. During 2003, Ms. Windorski received cash
compensation of $44,339. Additionally, Ms. Windorski was issued 975,000 shares
of common stock, with a fair value at the date of issuance of $182,500.

During 2003, Lori Cochran, Mr. Windorski's daughter, was employed with no formal
employment agreement executed. During 2003, Ms. Cochran received cash
compensation of $26,451. Additionally, Ms. Cochran was issued 875,000 shares of
common stock, with a fair value at the date of issuance of $169,000.

During 2003, Sarah Procter, Mr. Windorski's daughter, was employed pursuant to a
consulting agreement. During 2003, Ms. Procter received cash compensation of
$6,300. Additionally, Ms. Proctor was issued 1,428,571 shares of common stock,
with a fair value at the date of issuance of $142,857, pursuant to the
consulting agreement. Also, the Company issued to Ms. Procter 375,000 shares of
common stock, with a fair value at the date of issuance of $75,000. These
additional shares were not issued pursuant to an employment agreement or
consulting agreement.

During 2003 and 2002, Jean Windorski, Mr. Windorski's wife, was not employed by
the Company; however the Company issued to Jean Windorski 250,000 shares of
common stock, with a fair value at the date of issuance of $47,500. These shares
were to be issued as of November, 2002, but were issued in 2003.

During 2002, Mr. Richard Windorski was employed pursuant to a two year
employment agreement effective May 25, 2002. The agreement calls for a base
salary of $16,250 per month ($195,000 on an annual basis). The agreement also
provides for the grant of 500,000 stock purchase options at an exercise price of
$0.32 exercisable November 25, 2002. During 2002, Mr. Windorski received no cash
compensation. Mr. Windorski (or OP Logistics LP, a company owned by Mr.
Windorski) was issued 4,556,667 shares of common stock during 2002, with a fair
value at the date of issuance of $1,337,200. The options were never issued or
exercised, as stated by Mr. Windorski. As stated above, an additional 1,300,000
shares, with a value of $143,000, were to be issued as of November, 2002 but
were actually issued in February, 2003.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(b) Reports on Form 8-K.

OrderPro did not file any reports on Form 8-K during the last quarter of 2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

The fees billed by the former accountant were $51,500 and $9,000 in 2002 and
2003, respectively. The fees billed by Weinberg & Company in 2003 were
approximately $300,000 which also include the reaudit of 2002.

                                       21


<PAGE>

AUDIT RELATED FEES

Our principal accountants did not bill us any fees during our fiscal years ended
December 31, 2003 and 2002 for any assurance and related services.

TAX FEES

Our principal accountants did not bill us any fees for tax compliance, tax
advice and tax planning for our fiscal years ended December 31, 2003 and 2002.

OTHER FEES

Our accountants did not bill us for any services or products other than as
reported above in this Item 14 during fiscal years ended December 31, 2003 and
2002 respectively.

                                       22





<PAGE>

                                   SIGNATURES

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.
(Registrant)

BY: /s/ Jeffrey M. Smuda
    Jeffrey M. Smuda
    Chief Executive Officer

Date:  June 10, 2004

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

By:  /s/ Joel Windorski
     Joel Windorski
     Director

Date:  June 10, 2004

By: /s/ Patricia Green_
    Patricia Green
    Director

Date:  June 10, 2004

By:  /s/ Robert Best___
     Robert Best
     Director

Date:  June 10, 2004

                                       23
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors of:
OrderPro Logistics, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of OrderPro
Logistics, Inc. and Subsidiary (collectively, the "Company") as of December 31,
2003 and 2002 and the related consolidated statements of operations, changes in
stockholders' deficiency and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements referred to above present
fairly in all material respects, the financial position of OrderPro Logistics,
Inc. and Subsidiary as of December 31, 2003 and 2002, and the results of their
operations and their cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 14 to
the consolidated financial statements, the Company has a net loss of $5,678,512,
a negative cash flow from operations of $778,664, a working capital deficiency
of $1,630,541 and a stockholders' deficiency of $667,743. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans concerning this matter are also described in Note 14. The accompanying
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/ WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 9, 2004, except for Note 15 as to which
the date is June 10, 2004



<PAGE>
<TABLE>
                           ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                                 CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 2003 AND 2002
<CAPTION>

                                                                   2003             2002
                                                              -------------     -------------
                                                                                (As Restated)
<S>                                                           <C>               <C>
ASSETS

Current assets:
     Cash and cash equivalents                                $     10,974      $        317
     Restricted cash                                                60,015                --
     Accounts receivable, net of allowance of $14,208               92,153                --
     Prepaid expenses                                                3,992                --
     Due from stockholder and former officer                       217,281           100,949
     Other assets                                                    4,779                --
                                                              -------------     -------------
Total current assets                                               389,194           101,266

Property and equipment, net                                        186,993             9,368

Goodwill                                                           762,213                --

Deposits                                                            13,592                --
                                                              -------------     -------------

TOTAL ASSETS                                                  $  1,351,992      $    110,634
                                                              =============     =============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Cash overdraft                                           $     52,111      $         --
     Accounts payable                                              828,332           637,899
     Accrued interest payable                                       45,030            29,410
     Payroll liabilities                                           570,306           209,620
     Notes payable                                                 130,548                --
     Convertible notes payable                                     109,425           355,425
     Payable for acquisitions                                      241,247            15,000
     Due to stockholder                                             14,500                --
     Other liabilities                                              28,236                --
                                                              -------------     -------------

Total liabilities                                                2,019,735         1,247,354
                                                              -------------     -------------

Commitments and contingencies

Stockholders' deficiency
     Preferred stock, par value $0.0001; 10,000,000 shares
       authorized, no shares issued and outstanding                     --                --
     Common stock, $0.0001 par value; 250,000,000
       shares authorized, 65,071,056 and 14,188,500
       shares issued and outstanding, respectively                   6,507             1,419
     Common stock to be issued, 3,600,000 and
       3,800,000 shares, respectively                                  360               380
     Additional paid-in capital                                 10,632,816         3,519,395
     Stock to be cancelled                                         (34,468)               --
     Accumulated deficit                                       (10,279,291)       (4,600,779)
     Deferred equity based expense                                (993,667)          (57,135)
                                                              -------------     -------------

Total stockholders' deficiency                                    (667,743)       (1,136,720)
                                                              -------------     -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                $  1,351,992      $    110,634
                                                              =============     =============

   The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                           F-1


<PAGE>
<TABLE>
                         ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
<CAPTION>

                                                                2003              2002
                                                           -------------     -------------
                                                                             (As Restated)
<S>                                                        <C>               <C>
Net revenues                                               $    959,410      $     35,111

Cost of revenues                                                760,997            59,618
                                                           -------------     -------------

Gross profit (loss)                                             198,413           (24,507)
                                                           -------------     -------------

Operating expenses:
      Compensation and related costs                          4,787,610         2,398,708
      Professional fees                                         224,442           301,444
      Software expense                                          100,364            67,343
      Other selling, general and adminstrative                  387,630           130,810
                                                           -------------     -------------

Total operating expenses                                      5,500,046         2,898,305
                                                           -------------     -------------

Loss from operations                                         (5,301,633)       (2,922,812)
                                                           -------------     -------------

Other (expense)
      Interest                                                 (112,471)         (119,091)
      Failed acquisition                                        (66,551)         (265,000)
      Beneficial conversion                                    (197,857)           (2,803)
                                                           -------------     -------------

Total other (expense)                                          (376,879)         (386,894)
                                                           -------------     -------------

Loss before provision for income taxes                       (5,678,512)       (3,309,706)

Provision for income taxes                                           --                --
                                                           -------------     -------------

Net loss                                                   $ (5,678,512)     $ (3,309,706)
                                                           =============     =============

Loss per share, basic and diluted                          $      (0.15)     $      (0.36)
                                                           =============     =============

Weighted average shares outstanding, basic and diluted       36,683,078         9,081,104
                                                           =============     =============

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

</TABLE>

                                      F-2





<PAGE>
<TABLE>
                                              ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                                          FOR THE TWO YEAR PERIOD ENDED DECEMBER 31, 2003
<CAPTION>

                                                    Common Stock
                               Common Stock         to be Issued                   Common                    Deferred
                            ------------------- -------------------   Additional    Stock                     Equity
                                          Par                 Par     Paid - In     To Be     Accumulated     Based
                               Shares    Value     Shares    Value     Capital    Cancelled     Deficit       Expense      Total
                            ----------- ------- -----------  ------  ------------ ---------  -------------  ----------  ------------
<S>                         <C>         <C>      <C>         <C>     <C>          <C>        <C>            <C>         <C>
Balance, December 31,
  2001 - as restated         4,900,000  $  490          --   $  --   $   411,056  $     --   $ (1,291,073)  $      --   $  (879,527)


Shares issued for
  debenture conversions      1,950,166     195          --      --       484,855        --             --          --       485,050

Shares issued for
  services                   7,338,334     734   2,200,000     220     2,485,546        --             --     (30,938)    2,455,562

Shares to be issued to
  settle debt                       --      --   1,600,000     160        79,840        --             --          --        80,000

Debenture interest
  waived upon
  conversion                        --      --          --      --        29,098        --             --          --        29,098

Beneficial conversion
  feature of debentures             --      --          --      --        29,000        --             --     (26,197)        2,803

Net loss                            --      --          --      --            --        --     (3,309,706)         --    (3,309,706)
                            ----------- ------- -----------  ------  ------------ ---------  -------------  ----------  ------------

Balance, December 31,
  2002 - as restated        14,188,500   1,419   3,800,000     380     3,519,395        --     (4,600,779)    (57,135)   (1,136,720)

Deferred equity based
  Expense amortized                 --      --          --      --            --        --             --      57,135        57,135

Shares physically
  issued                     3,800,000     380  (3,800,000)   (380)           --        --             --          --            --

Shares issued for
  debenture conversions      5,970,000     597          --      --       432,903        --             --          --       433,500

Shares issued for
  services and payable      30,153,856   3,015   3,600,000     360     4,384,116        --             --    (993,667)    4,387,491

Shares issued for cash       9,355,062     936          --      --       781,069        --             --          --       782,005

Shares issued for
  acquisition                1,603,638     160          --      --       400,750        --             --          --       400,910

Beneficial conversion
  feature of debentures             --      --          --      --       173,660        --             --          --       173,660

Debenture interest
  waived upon
  conversion                        --      --          --      --        24,905        --             --          --        24,905

Transfer of shares by
  officer                           --      --          --      --         7,990        --             --          --         7,990

Options compensation
  expense                           --      --          --      --       908,028        --             --          --       908,028

Common stock to be
  cancelled                         --      --          --      --            --   (34,468)            --          --       (34,468)

Net loss                            --      --          --      --            --        --     (5,678,512)         --    (5,678,512)
                            ----------- ------- -----------  ------  ------------ ---------  -------------  ----------  ------------

Balance, December 31,
  2003                      65,071,056  $6,507   3,600,000   $ 360   $10,632,816  $(34,468)  $(10,279,291)  $(993,667)  $  (667,743)
                            =========== ======= ===========  ======  ============ =========  =============  ==========  ============

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

</TABLE>

                                                               F-3


<PAGE>

                    ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                      2003              2002
                                                 -------------     -------------
                                                                   (As Restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                         $ (5,678,512)     $ (3,309,706)
Adjustments to reconcile net loss to net cash
  used in operations:
    Depreciation                                       14,939             6,419
    Provision for doubtful accounts                    14,208                --
    Stock issued for services                       4,363,991         2,486,500
    Equity based expense                              143,580            18,963
    Debentures issued for failed acquisition
      and charged to expense                               --           211,000
Changes in operating assets and liabilities,
 net of the effects of acquisitions:
(Increase) decrease in:
  Restricted cash                                      22,404                --
  Accounts receivable                                 (88,276)           10,282
  Prepaid expenses                                     (3,992)               --
  Other assets                                          4,708                --
Increase (decrease) in:
  Accounts payable and accrued expenses               428,286           228,420
                                                 -------------     -------------

Net cash used in operating activities                (778,664)         (348,122)
                                                 -------------     -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash overdraft from acquisition                        (9,822)               --
Deposits                                               (6,092)               --
Cash paid for acquisitions                            (55,000)               --
Property and equipment acquired                       (30,365)               --
                                                 -------------     -------------

Net cash used in investing activities                (101,279)               --
                                                 -------------     -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (payments) on cash overdraft                  52,111           (15,393)
Proceeds from notes payable                           189,825           155,800
Repayments of notes payable                           (13,509)               --
(Repayments to) advances from stockholder
  and former officer, net                            (119,832)          202,458
Stock issued for cash                                 782,005                --
                                                 -------------     -------------

Net cash provided by financing activities             890,600           342,865
                                                 -------------     -------------

Net increase (decrease) in cash                        10,657            (5,257)

Cash, beginning of year                                   317             5,574
                                                 -------------     -------------

Cash, end of year                                $     10,974      $        317
                                                 =============     =============

Cash paid for:
  Interest                                       $     20,702      $     23,458
  Income taxes                                             --                --

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

                                      F-4


<PAGE>

                     ORDERPRO LOGISTICS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

1. SIGNIFICANT ACCOUNTING POLICIES AND NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements for 2003 include the accounts of OrderPro
Logistics, Inc. and its subsidiary, JBP Express, Inc. (collectively, the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation. The financial statements for 2002 include the
accounts of OrderPro Logistics, Inc.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that effect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid instruments purchased with an initial
maturity of three months or less to be cash equivalents.

PROPERTY AND EQUIPMENT AND RELATED DEPRECIATION

Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of two to five years. Expenditures for maintenance and repairs that
do not extend the useful life of the asset are charged to expense as incurred.
These long-lived assets are generally evaluated on an individual basis in making
a determination as to whether such assets are impaired. Periodically, the
Company reviews its long-lived assets for impairment based on estimated future
undiscounted cash flows attributed to the assets. In the event such cash flows
are not expected to be sufficient to recover the recorded value of the assets,
the assets are written down to their estimated fair values. There has been no
impairment loss recorded for the years ended December 31, 2003 and 2002.

REVENUE RECOGNITION

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

GOODWILL AND OTHER INTANGIBLE ASSETS

The Company has adopted the Financial Accounting Standards Board ("FASB"),
Statement of Financial Accounting Standards ("SFAS") No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS. Under the provisions of SFAS No. 142, the Company tests
goodwill for impairment on an annual basis. The Company has elected to perform
its annual impairment review during the fourth quarter each year following the
year of acquisition.

ADVERTISING

The Company expenses non-direct advertising costs as incurred. The Company did
not incur any direct response advertising costs during the years ended December
31, 2003 and 2002 to be capitalized and deferred to future periods. Expenditures
for advertising in 2003 and 2002 were immaterial.

                                      F-5


<PAGE>

RESEARCH AND DEVELOPMENT COSTS

Expenditures relating to the development of new software products and processes,
including significant improvements to existing products, are expensed as
incurred. Research and development expenses were $100,364 and $67,343 for the
years ended December 31, 2003 and 2002, respectively. These costs were related
to internally developed software.

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but does not
require, companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for employee
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees", and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. The Company values shares issued in consideration of
services at fair value. Options or warrants issued to non-employees and
consultants are recorded using the fair value method, based on the Black-Scholes
option-pricing model. The Company has recorded an expense of $70,000,
representing the intrinsic value of options granted to employees on the date of
grant. If the Company had applied the provisions of SFAS 123 to all options
granted, net loss for 2003 would increase by $53,161 to $(5,731,673) and loss
per share would remain at $(0.15).

NET LOSS PER COMMON SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic (loss) or
earnings per share ("Basic EPS") and diluted (loss) or earnings per share
("Diluted EPS"). The computation of basic loss per share is computed by dividing
loss available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted earnings per share gives
effect to all dilutive potential common shares outstanding during the period.
The computation of diluted loss per share does not assume conversion, exercise
or contingent exercise of securities that would have an anti-dilutive effect on
earnings. During the periods presented, the Company had no potentially dilutive
securities outstanding.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments are principally non-derivative assets and
non-derivative liabilities (non-derivative assets include cash and cash
equivalents, deposits in banks and other financial institutions, trade accounts
receivable and other assets; non-derivative liabilities include cash overdraft,
short-term debt, trade accounts payable, accrued expenses, and other
liabilities). Because of the nature of these financial instruments, fair value
generally equals or approximates the amounts presented in the consolidated
financial statements.

INCOME TAXES

Under SFAS 109, "Accounting for Income Taxes," deferred tax assets and
liabilities are generally determined based on the difference between the
financial statement carrying amounts and the tax bases of assets and liabilities
using enacted tax rates in effect for the years in which the differences are
expected to reverse. Recognition of a deferred tax asset is allowed if future
realization is more-likely-than-not. The Company has provided a full valuation
allowance for its deferred tax asset because its realization is not considered
more-likely-than-not.

SEGMENT ACCOUNTING

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", requires that a public business enterprise report a measure of
segment profit or loss, certain specific revenue and expense items, and segment
assets. It requires reconciliations of total segment revenues, total segment
profit or loss, total segment assets, and other amounts disclosed for segments
to corresponding amounts in the consolidated financial statements. It requires
that all public business enterprises report information about the revenues
derived from the enterprise's products or services (or groups of similar
products and services), about the countries in which the enterprise earns
revenues and holds assets, and about major customers regardless of whether that
information is used in making operating decisions. However, this statement does
not require an enterprise to report information that is not prepared for
internal use if reporting it would be impracticable. The Company does not
operate in more than one segment.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, (as revised in December 2003) FASB issued Interpretation No.
46, "Consolidation of Variable Interest Entities", an interpretation of
Accounting Research Bulletin ("ARB") No. 51, "Consolidated Financial
Statements". Interpretation No. 46 addresses consolidation by business
enterprises of variable interest entities, which have one or both of the

                                      F-6





<PAGE>

following characteristics: (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without additional subordinated
support from other parties, which is provided through other interest that will
absorb some or all of the expected losses of the entity; (ii) the equity
investors lack one or more of the following essential characteristics of a
controlling financial interest: the direct or indirect ability to make decisions
about the entities activities through voting rights or similar rights; or the
obligation to absorb the expected losses of the entity if they occur, which
makes it possible for the entity to finance its activities; the right to receive
the expected residual returns of the entity if they occur, which is the
compensation for the risk of absorbing the expected losses.

Interpretation No. 46, as revised, also requires expanded disclosures by the
primary beneficiary (as defined) of a variable interest entity and by an
enterprise that holds a significant variable interest in a variable interest
entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no later
than the end of the first reporting period that ends after December 15, 2004.
This effective date includes those entities to which Interpretation 46 had
previously been applied. However, prior to the required application of
Interpretation No. 46, a public entity that is a small business issuer shall
apply Interpretation 46 or this Interpretation to those entities that are
considered to be special-purpose entities no later than as of the end of the
first reporting period that ends after December 15, 2003. Interpretation No. 46
may be applied prospectively with a cumulative-effect adjustment as of the date
on which it is first applied or by restating previously issued financial
statements for one or more years with a cumulative-effect adjustment as of the
beginning of the first year restated.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
changes in SFAS No. 149 improve financial reporting by requiring that contracts
with comparable characteristics be accounted for similarly. This statement is
effective for contracts entered into or modified after June 30, 2003 and all of
its provisions should be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous pronouncements, issuers could
account for as equity. The new accounting guidance contained in SFAS No. 150
requires that those instruments be classified as liabilities in the balance
sheet.

SFAS No. 150 affects the issuer's accounting for three types of freestanding
financial instruments. One type is mandatorily redeemable shares, which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts, which involves
instruments that do or may require the issuer to buy back some of its shares in
exchange for cash or other assets. The third type of instruments that are
liabilities under this Statement is obligations that can be settled with shares,
the monetary value of which is fixed, tied solely or predominantly to a variable
such as a market index, or varies inversely with the value of the issuers'
shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements". The remaining provisions of this Statement are consistent
with the FASB's proposal to revise that definition to encompass certain
obligations that a reporting entity can or must settle by issuing its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003, except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

The implementation of the provisions of these recent accounting pronouncements
is not expected to have a significant effect on the Company's consolidated
financial statements presentation or disclosure.

2. RESTATEMENT.

The accompanying 2002 financial statements have been reaudited and restated to
reclassify and expense the erroneous capitalization of internally developed
software and to reverse the related amortization, to correct the valuation and
presentation of stock issued for services, to record a beneficial conversion
feature related to convertible debentures, and to remove customer lists and
internally developed software received from the Company's then CEO and majority
stockholder and the related liability to the stockholder.

The correction related to the software results from the reclassification to
expense of items which were improperly capitalized. Additionally, amortization
was improperly recorded; the software project was not substantially completed
and costs should not have been amortized until the project was substantially
completed and ready for its intended use. Software costs have been expensed as
incurred as research and development in the accompanying financial statements.

                                      F-7


<PAGE>

The 2002 financial statements have also been restated to record the rescission
of the acquisition of Great Plains Transportation, Inc., which had been recorded
as of November 15, 2002. The Company did not take effective control and
possession of the assets and operations to be acquired. The cash transactions
were maintained in a bank account over which the Company had no signature or
authority and daily transactions and operations were initiated by an employee
carried over from the previous ownership. The previous owner contributed
significant amounts of cash to maintain operations of the acquired assets. Costs
related to this failed acquisition have been expensed; these costs were $66,551
and $265,000 in 2003 and 2002, respectively. There is a balance due of $15,000
at December 31, 2003.

As a result of the reaudit and restatement of the 2002 financial statements,
certain adjustments were required to be made to the opening balance sheet
(December 31, 2001), which include the recording of additional payables and the
write off of certain assets.

The reaudit has resulted in the following changes to previously reported
financial statements:

Balance Sheet at December 31, 2001:

<TABLE>
                                          As Previously
                                              Filed               Adjustments           As Restated
                                       --------------------  ----------------------  -------------------
<S>                                    <C>                                <C>        <C>
Cash and current assets                $            15,857                       -   $           15,857
Due from officer                                                           303,407              303,407
Property and equipment                              15,787                       -               15,787
Software                                           291,494                (291,494)                   -
Customer list                                      299,064                (299,064)                   -
Deposit                                            150,000                (150,000)                   -
                                       --------------------                          -------------------

Total assets                           $           772,202                           $          335,051
                                       ====================                          ===================

Cash overdraft                         $            15,393                       -             $ 15,393
Accounts payable                                   215,410                 258,734              474,144
Accrued liabilities                                189,362                       -              189,362
Notes payable                                       62,000                       -               62,000
Due to officer                                      99,017                 (99,017)                   -
Debentures payable                                 626,675                (153,000)             473,675
Common stock                                           494                      (4)                 490
Additional paid-in capital                         411,055                       4              411,059
Accumulated deficit                               (847,204)               (443,868)          (1,291,072)
                                       --------------------                          -------------------

Total liabilities and equity           $           772,202                           $          335,051
                                       ====================                          ===================

                                                     F-8





<PAGE>

Balance Sheet at December 31, 2002:

                                          As Previously
                                              Filed               Adjustments           As Restated
                                       --------------------  ----------------------  -------------------
Cash and current assets                $            27,165                 (26,848)               $ 317
Due from officer                                         -                 100,949              100,949
Property and equipment                              34,668                 (25,300)               9,368
Software                                           292,544                (292,544)                   -
Customer list                                      179,438                (179,438)                   -
Goodwill                                           236,187                (236,187)                   -
                                       --------------------                          -------------------

Total assets                           $           770,002                                    $ 110,634
                                       ====================                          ===================

Cash overdraft                                    $ 50,334                 (50,334)  $                -
Accounts payable                                   183,481                 454,418              637,899
Accrued liabilities                                165,721                  88,309              254,030
Notes payable                                       15,000                 (15,000)                   -
Due to officer                                     400,915                (400,915)                   -
Debentures payable                                 358,775                  (3,350)             355,425
Common stock                                         1,598                     201                1,799
Additional paid-in capital                       4,132,171                (612,776)           3,519,395
Deferred equity expense                                  -                 (57,135)             (57,135)
Accumulated deficit                             (4,537,993)                (62,786)          (4,600,779)
                                       --------------------                          -------------------

Total liabilities and equity           $           770,002                           $          110,634
                                       ====================                          ===================

Statement of Operations, Year
ended December 31,2002

Revenue                                $            99,151                 (64,040)  $           35,111
Cost of sales                                      907,641                (848,023)              59,618
                                       --------------------                          -------------------

Gross loss                                        (808,490)                                     (24,507)

Expenses                                         2,882,299                 402,900            3,285,199
                                       --------------------                          -------------------

Net loss                               $        (3,690,789)                          $       (3,309,706)
                                       ====================                          ===================
</TABLE>

                                                          F-9


<PAGE>

3. ACQUISITIONS:

During the year ended December 31, 2003, the Company made the following
acquisitions:

         o        On February 21, 2003, the Company acquired certain assets of
                  TransMex USA, Inc. The purchase price was $75,000 in cash. The
                  Company also assumed a liability of $30,000. There is a
                  balance due to the seller of $75,000 at December 31, 2003 and
                  this amount is currently in default.
         o        On October 1, 2003, the Company acquired certain assets of All
                  American Assemblies, Inc. The purchase price was $225,000 in
                  cash. There is a balance due to the seller of $136,247 at
                  December 31, 2003 and this amount is currently in default.
         o        On October 15, 2003, the Company acquired 100% of the
                  outstanding stock of JBP Express, Inc. The adjusted purchase
                  price was $437,910. This amount was paid in part through the
                  issuance of 1,603,638 shares of common stock, valued at
                  $400,910. Cash payments of $22,000 have also been made. There
                  is a balance due to the seller of $15,000 at December 31,
                  2003.

All of the above acquisitions have been accounted for as purchases. The purchase
price and allocation of purchase price for the above acquisitions are as
follows:

                                             All American
                               TransMex       Assemblies      JBP Express
                             --------------  --------------  ---------------

Purchase price               $     105,000   $     225,000   $      437,910
                             ==============  ==============  ===============

Current assets               $           -   $           -   $      107,669
Property and equipment                   -          65,000           82,200
Current liabilities                      -               -         (249,171)
Goodwill                           105,000         160,000          497,212
                             --------------  --------------  ---------------

Total                        $     105,000   $     225,000   $      437,910
                             ==============  ==============  ===============

The following table represents unaudited pro forma results of operations for the
years ended December 31, 2003 and 2002, including the operations of the 2003
acquisitions, as if the acquisitions were owned for the entire period shown.

                                                    2003                 2002
                                                    ----                 ----
Revenue                                         $ 3,137,690         $ 3,493,562
Net loss                                         (5,714,212)         (3,478,306)
Loss per share                                        (0.15)              (0.33)

4. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2003 and 2002:

                                                     2003             2002
                                               -----------------  --------------
Transportation equipment                       $        176,231   $           -
Computer equipment                                       13,772          13,772
Furniture, fixtures and office equipment                 27,001          11,299
                                               -----------------  --------------
                                                        217,004          25,071
Less: Accumulated depreciation                          (30,011)        (15,703)
                                               -----------------  --------------
                                               $        186,993   $       9,368
                                               =================  ==============

Depreciation expense was $14,939 and $6,419 for the years ended December 31,
2003 and 2002, respectively.

5. CONVERTIBLE NOTES PAYABLE

During 2003 and 2002, the Company issued $189,025 and $366,800, respectively, of
its 10% one-year convertible debentures. The debentures are convertible into
common stock at prices ranging from $0.05 to $0.30 per share. During 2003,
$433,500 of debentures were converted into 5,970,000 shares of common stock.
During 2002, $485,050 of debentures were converted into 1,950,166 shares of
common stock.

                                      F-10


<PAGE>

At December 31, 2003 and 2002, there were outstanding $109,425 and $355,425,
respectively, of convertible debentures. As of December 31, 2003, $94,425
was past due and the remaining $15,000 became past due in 2004.

Because certain of the debentures were convertible at a price below fair market
value, the Company has recognized a beneficial conversion feature of $173,660
and $29,000 during 2003 and 2002, respectively, of which expense of $197,857 and
$2,803 was recognized during the years ended December 31, 2003 and 2002,
respectively, and the balance has been deferred and recorded as a component of
stockholders' deficiency..

6. INCOME TAXES

Income tax expense (benefit) for the years ended December 31, 2003 and 2002 was
as follows:

<TABLE>
                                                       2003                    2002
                                                -------------------     -------------------
<S>                                             <C>                     <C>
               Current:
                    Federal                     $       -               $       -
                    State                               -                       -

               Deferred:
                    Federal and State                   -                       -
                    Foreign                             -                       -
                                                -------------------     -------------------
               Income tax expense (benefit)     $       -               $       -
                                                ===================     ===================
</TABLE>

Reconciliation of the effective income tax rate to the U. S. statutory rate:
<TABLE>
                                                            2003                  2002
                                                       ---------------       ---------------
<S>                                                        <C>                   <C>
               Tax expense at the U.S. statutory
                    income tax rate                        (34.0)  %             (34.0)  %
               Increase in the valuation allowance          34.0                  34.0
                                                       ---------------       ---------------
               Effective income tax rate                      -    %                -    %
                                                       ===============       ===============
</TABLE>

The Company has available net operating loss carryforwards of approximately
$3,254,000 to offset future taxable income. There may be significant limitations
on the future utilization of net operating loss carryforward due to ownership
changes in the Company. The net operating loss carry forwards expire 2021
through 2023.

The tax effects of temporary differences that give rise to significant portions
of deferred tax assets at December 31, 2003 and 2002 are as follows:

<TABLE>
                                                        2003                 2002
                                                  --------------        -------------
<S>                                               <C>                   <C>
       Deferred tax assets:

            Net operating loss carryforwards      $   1,106,000         $    712,000
            Less valuation allowances                (1,106,000)            (712,000)
                                                  --------------        -------------

       Net deferred tax assets                    $      -              $          -
                                                  ==============        =============
</TABLE>

7. STOCKHOLDERS' DEFICIENCY

Preferred Stock:

The Company has 10,000,000 shares of Preferred Stock, $0.0001 par value,
authorized for issuance. As of December 31, 2003, no preferred stock was issued
(see Notes 11 and 15.)

                                      F-11


<PAGE>

Common Stock:

During the year ended December 31, 2003 the Company had the following common
stock transactions:

         o        5,970,000 shares of common stock were issued upon conversion
                  of $433,500 of the Company's 10% convertible debentures.
         o        23,762,189 shares of common stock were issued for services.
                  Additionally, 3,600,000 shares of common stock were committed
                  to be issued for services, and were issued in early 2004. The
                  aggregate value of these 27,362,189 shares was $3,877,991, of
                  which $991,667 was deferred at December 31, 2003.
         o        2,321,410 shares of common stock were issued for cash proceeds
                  of $187,000.
         o        7,033,652 shares of common stock were issued upon exercise of
                  stock options, for cash proceeds of $595,005.
         o        6,000,000 shares of common stock were issued upon exercise of
                  stock options, in consideration of services valued at
                  $486,000.
         o        1,603,638 shares of common stock, valued at $400,910, were
                  issued as partial consideration for the acquisition of JBP
                  Express, Inc.
         o        391,667 shares of common stock, valued at $23,500, were issued
                  in settlement of a payable.

During the year ended December 31, 2002 the Company had the following common
stock transactions:

         o        1,950,166 shares of common stock were issued upon conversion
                  of $485,050 of the Company's 10% convertible debentures.
         o        7,338,334 shares of common stock were issued for services.
                  Additionally, 2,200,000 shares of common stock were committed
                  to be issued for services, and were issued in early 2003. The
                  aggregate value of these 9,538,334 shares was $2,486,500, of
                  which $30,938 was been deferred at December 31, 2002.
         o        1,600,000 shares of common stock, valued at $80,000, were
                  committed to be issued in partial settlement of a debt. These
                  shares were issued in early 2003.

The Company and the Board of Directors are reviewing all issuances of shares and
options to determine the appropriateness of the transactions. The Company will
consider all of its options upon completion of its review.

8. STOCK OPTION PLAN

During 2003, the Company instituted the 2003 Incentive and Nonstatutory Stock
Option Plan (the "Plan"). Pursuant to the Plan, stock options may be granted to
employees, directors or consultants of the Company. Options shall be exercisable
over a period of no longer than ten years. The total number of shares of stock
which may be purchased through exercise of options granted under the Plan shall
not exceed 10,000,000 shares.

Through December 31, 2003, 13,033,652 stock options were granted and exercised.
The fair value of the options was $961,185, as determined by the Black-Sholes
option pricing model, using the following assumptions: estimated life of three
months, volatility of 227%, dividend rate of 0% and risk-free interest rate of
3%. Of the total fair value of $961,185, the Company has recorded an expense of
$838,024. This expense relates to options issued to non-employees. The balance
of $123,161 relates to options issued to employees and, pursuant to APB 25, has
not been recorded as an expense. Rather, the Company has recorded an expense of
$70,000, representing the intrinsic value of the options on the date of grant.
Accordingly, if the Company had applied the provisions of SFAS 123 to all
options granted, net loss for 2003 would increase by $53,161 to $(5,731,673) and
loss per share would remain at $(0.15).

All of the options granted during 2003 were exercised as of December 31, 2003.
The Company received $595,005 cash proceeds upon exercise of 7,033,652 options.
Options aggregating 6,000,000 shares were exercised through services provided
valued at $486,000.

As previously stated, the maximum number of shares which may be issued pursuant
to stock options exercised under the Plan is 10,000,000. However, the Company
issued a total of 13,033,652 shares through December 31, 2003, and an additional
1,350,000 in 2004. The shares were all issued without restriction, although the
Form S-8 Registration Statement filed with the Securities and Exchange
Commission (SEC) covered only 10,000,000 shares. This constitutes a violation of
Section 5 of the 1933 Act, requiring registration of shares prior to their offer
or sale. Since the issuance of the shares cannot be rescinded (they are
presumably in the public market), other corrective measures will be taken by the
Company. These measures will include registering the shares EX POST FACT, which
will accomplish full disclosure of these transactions, albeit late. The SEC has
the power to take remedial or punitive action against the Company for this
violation. Potential actions by the SEC could include injunctive relief
regarding future actions of this sort, or could involve civil penalties. The
effect of the above over issuance on the consolidated financial statements is
unknown, but could be material.

In February, 2004, the Company filed an S-8 Registration Statement covering an
aggregate of 13,000,000 shares of common stock (5,700,000 to be issued pursuant
to stock options) under its 2004 Incentive and Non Statutory Stock Option Plan.
The Company has issued 19,595,833 shares of unrestricted common stock, which
exceeds the amount registered. This is in addition to the shares described in
the previous paragraph. This constitutes a violation of Section 5 of the 1933
Act, requiring registration of shares prior to their offer or sale. Since the
issuance of the shares cannot be rescinded (they are presumably in the public
market), other corrective measures will be taken by the Company. These measures
will include registering the shares EX POST FACTO, which will accomplish full
disclosure of these transactions, albeit late. The SEC has the power to take
remedial or punitive action against the Company for this violation. Potential
actions by the SEC could include injunctive relief regarding future actions of
this sort, or could involve civil penalties.

                                      F-12


<PAGE>

9. NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 2003 the Company had the following non-cash
investing and financing activities:

         o        5,970,000 shares of common stock were issued upon conversion
                  of $433,500 of the Company's convertible debentures.
         o        23,762,189 shares of common stock were issued for services.
                  Additionally, 3,600,000 shares of common stock were committed
                  to be issued for services, and were issued in early 2004. The
                  aggregate value of these 27,362,189 shares was $3,877,991.
         o        Issued 6,000,000 shares of common stock, upon exercise of
                  stock options, in consideration of services valued at
                  $486,000.
         o        Issued 1,603,638 shares of common stock as partial
                  consideration for the acquisition of JBP Express, Inc.
         o        Issued 391,667 shares of common stock, valued at $23,500, in
                  settlement of a payable.
         o        Recorded a beneficial conversion expense of $191,857 related
                  to the sale of convertible debentures.
         o        Recorded an expense of $908,024 related to options issued to
                  employees and non-employees.

During the year ended December 31, 2002 the Company had the following non-cash
financial activities:

         o        Issued 1,950,166 shares of common stock in conversion of an
                  aggregate of $485,050 of debentures
         o        Issued 7,338,335 shares of common stock, valued at $2,192,000,
                  in payment of services.
         o        Agreed to issue 2,200,000 shares of common stock, valued at
                  $242,000, in payment for services. These shares were issued in
                  February, 2003.
         o        Agreed to issue 1,600,000 shares of common stock to settle a
                  payable in the amount of $80,000. These shares were issued in
                  February, 2003.
         o        Issued $211,000 of its convertible debentures as partial
                  payment for an acquisition which ultimately failed. This
                  amount has been charged to expense in 2002.

10. RELATED PARTY TRANSACTIONS

During 2002 and 2003, certain cash transactions of the Company were maintained
in a personal checking account of a major shareholder and former CEO of the
Company, Mr. Richard Windorski. Mr. Windorski received funds into this account
from the sale of convertible debentures, from the sale of common stock and from
the exercise of options. Mr. Windorski transferred funds into the checking
accounts of the Company, as needed, or would pay certain expenses of the Company
with these funds. However, this account was not limited to funds belonging to
the Company. Personal transactions and funds were also recorded in this personal
bank account. The Company has charged unsubstantiated payments, originally
attributed to Company expenses, to a receivable from Mr. Windorski. Mr.
Windorski has indicated that the main purpose of the maintenance of funds in the
separate personal account was to protect the funds from possible attachment by
creditors of the Company, primarily the Internal Revenue Service for unpaid
payroll taxes. (See Note 13)

Additionally, subsequent to December 31, 2003, the Company entered into a
promissory note with a third party (see Note 15). Upon receipt of funds from
this note, Mr. Windorski caused the Company to transfer $500,000 to the above
mentioned personal account, ostensibly to repay amounts owed to him for alleged
advances, loans and unpaid (although unaccrued) compensation. This transfer
exceeded any balance due to Mr. Windorski that had been recorded in the
consolidated financial statements. This transfer may potentially be in violation
of the Sarbanes-Oxley Act and other applicable laws. The Company requested
repayment of the funds and Mr. Windorski has been transferring funds back to the
Company; however all funds have not yet been repaid.

During 2003, Mr. Richard Windorski, former CEO and a major stockholder, was
employed pursuant to a two year employment agreement effective May 25, 2002. The
agreement called for a base salary of not less than $195,000, subject to review
for salary increases on an annual basis. The agreement also provided for the
grant of 500,000 stock purchase options to be executed after six months. During
2003, Mr. Windorski received cash compensation of $21,000. Additionally, Mr.
Windorski (or OP Logistics, LP, a company owned by Mr. Windorski) was also
issued 9,633,333 shares of common stock, with a fair value at the date of
issuance of $1,121,167 (1,300,000 of which were to be issued as of November,
2002, with a value of $143,000, recognized in 2002). Additionally, Mr. Windorski
was granted options to purchase 1,500,000 shares of common stock at an exercise
price of $0.08, which was less than the fair market value per share on the date
of grant. The option plan pursuant to which the options were granted states that
the option price for any option granted to a more than 10% shareholder shall not
be less than 110% of the fair market value per share on the date of grant. The
effect on the consolidated financial statements of this departure from the
provisions of the Plan is unknown.

Subsequent to December 31, 2003 Mr. Windorski was issued a total of 9,000,000
shares of common stock, 1,000,000 of which were issued pursuant to stock
options. The Company is unaware of any consideration received for the exercise
of these options.

                                      F-13


<PAGE>

The employment agreement with Mr. Windorski was terminated by mutual consent in
May 2004 and Mr. Windorski resigned his positions as CEO and Chairman of the
Board of Directors at that time (see Note 15).

During 2003, Lynn Windorski, Mr. Windorski's daughter, was employed with no
formal employment agreement executed. During 2003, Ms. Windorski received cash
compensation of $44,339. Additionally, Ms. Windorski was issued 975,000 shares
of common stock, with a fair value at the date of issuance of $182,500.

During 2003, Lori Cochran, Mr. Windorski's daughter, was employed with no formal
employment agreement executed. During 2003, Ms. Cochran received cash
compensation of $26,451. Additionally, Ms. Cochran was issued 875,000 shares of
common stock, with a fair value at the date of issuance of $169,000.

During 2003, Sarah Procter, Mr. Windorski's daughter, was employed pursuant to a
consulting agreement. During 2003, Ms. Procter received cash compensation of
$6,300. Additionally, Ms. Proctor was issued 1,428,571 shares of common stock,
with a fair value at the date of issuance of $142,857, pursuant to the
consulting agreement. Also, the Company issued to Ms. Procter 375,000 shares of
common stock, with a fair value at the date of issuance of $75,000. These
additional shares were not issued pursuant to an employment agreement or
consulting agreement.

During 2003 and 2002, Jean Windorski, Mr. Windorski's wife, was not employed by
the Company; however the Company issued to Jean Windorski 250,000 shares of
common stock, with a fair value at the date of issuance of $47,500 which was
recognized in 2002. These shares were to be issued in November 2002, but were
issued in 2003.

For the period November 2002 through 2003, Joel Windorski, Mr. Windorski's
brother, was employed pursuant to a consulting agreement. In November 2002 Joel
Windorski was to receive 300,000 shares of common stock with a fair value on the
date of issuance of $33,000 ($30,938 was deferred at December 31, 2002 and
recognized in 2003). These shares were issued in 2003. During 2003, he received
an additional 550,000 shares of common stock with a fair value on the date of
issuance of $42,500.

During 2002, Mr. Richard Windorski was employed pursuant to a two year
employment agreement effective May 25, 2002. The agreement calls for a base
salary of $16,250 per month ($195,000 on an annual basis). The agreement also
provided for the grant of 500,000 stock purchase options at an exercise price of
$0.32 exercisable November 25, 2002. During 2002, Mr. Windorski received no cash
compensation. Mr. Windorski (or OP Logistics, LP, a company owned by Mr.
Windorski) was issued 4,556,667 shares of common stock, with a fair value at the
date of issuance of $1,337,200. The 500,000 stock purchase options were never
issued or exercised, as stated by Mr. Windorski. As stated above, an additional
1,300,000 shares, with a value of $143,000, were to be issued as of November
2002 but were actually issued in February 2003.

11. COMMITMENTS AND CONTINGENCIES

As described in Note 8, the Company issued a total of 13,033,652 shares under
the 2003 Plan through December 31, 2003, and an additional 1,350,000 shares in
2004, pursuant to stock options exercised. The shares were all issued without
restriction, although the Form S-8 Registration Statement filed with the
Securities and Exchange Commission (SEC) covered only 10,000,000 shares. This
constitutes a violation of Section 5 of the 1933 Act, requiring registration of
shares prior to their offer or sale. Since the issuance of the shares cannot be
rescinded, other corrective measures will be taken by the Company. These
measures will include registering the shares EX POST FACTO, which will
accomplish full disclosure of these transactions, albeit late. The SEC has the
power to take remedial or punitive action against the Company for this
violation. Potential actions by the SEC could include injunctive relief
regarding future actions of this sort, or could involve civil penalties. The
effect of the above over issuance on the consolidated financial statements is
unknown, but could be material.

In February, 2004, the Company filed another S-8 Registration Statement covering
13,000,000 shares of common stock (7,300,000 to be issued for consulting
services and 5,700,000 to be issued pursuant to stock options). The Company has
issued 19,595,833 shares of unrestricted common stock under the February 2004
S-8, which exceeds the amount registered. This constitutes another violation of
Section 5 of the 1933 Act, requiring registration of shares prior to their offer
or sale. Since the issuance of the shares cannot be rescinded, other corrective
measures will be taken by the Company. These measures will include registering
the shares EX POST FACTO, which will accomplish full disclosure of these
transactions, albeit late. The SEC has the power to take remedial or punitive
action against the Company for this violation. Potential actions by the SEC
could include injunctive relief regarding future actions of this sort, or could
involve civil penalties.

In January 2004 the Company entered into a promissory note with two third
parties to borrow an aggregate principal amount of $1,100,000. Upon receipt of
funds from these notes, the former CEO caused the Company to transfer $500,000
to his personal account described in Note 10. The notes were settled in full
through the issuance of 11,000 shares of preferred stock. Pursuant to the terms
of the issuance of the preferred stock, no funds received by the Company were to
be used to pay down officer debt. Counsel of the Company is reviewing the
agreements and amendments to ascertain if this transfer constituted an event of
default. The Company has received information from a representative of the third
parties that the transfer of funds is a violation of the terms of the agreement.
The effect on the consolidated financial statements is unknown.

                                      F-14


<PAGE>

LITIGATION AND CLAIMS

The Company was in litigation with a third party, which claimed unpaid fees due
of $111,875. This suit was settled in 2003. Pursuant to the settlement, the
Company made a cash payment of $15,000, agreed to pay an additional $15,000 by
September 24, 2004 (which has been accrued in the accompanying financial
statements at December 31, 2003), and issued an aggregate of 391,667 shares of
common stock. The amount of $111,875 had been accrued in the financial
statements as of December 31, 2002.

The Company was in litigation with a third party, which claimed unpaid freight
bills with a potential total liability of $250,000. This suit was settled on
January 22, 2004 for $152,000. The settlement amount of $152,000 was accrued in
the accompanying financial statements as of December 31, 2003 and 2002.

The owner of Great Plains Transportation, Inc. was filed suit against the
Company seeking $15,000 plus legal fees. The $15,000 has been accrued in the
consolidated financial statements. The Company is unable to estimate the amount
of legal fees that may be payable as a result of this suit.

CONCENTRATIONS

For the year ended December 31, 2003, the Company had one customer which
accounted for approximately 11% of net revenue. This customer also represented
68% of accounts receivable at December 31, 2003.

RECEIVABLES SOLD WITH RECOURSE

The Company's subsidiary, JBP Express, Inc., sells substantially all of its
accounts receivable to a bank. The agreement provides that the bank may require
the Company to repurchase any receivable if any minimum payment due on such
receivable remains unpaid following 120 days after its invoice date. The bank
retains a portion of the purchase price of the receivables as a reserve for the
satisfaction of the repurchase obligation. The bank holds a security interest in
substantially all of the assets of JBP Express, Inc., as well as the personal
guarantees of the former owners of JBP Express, Inc. At December 31, 2003 the
Company was contingently liable for the repurchase of approximately $432,000 of
accounts receivable. The reserve account had a balance of $60,015 at December
31, 2003, which is shown as restricted cash on the accompanying balance sheet.

Accounts receivable are comprised of the following at December 31, 2003:

          Receivables sold                        $ 432,864
          Proceeds received                        (432,864)
                                                  ----------
                                                         --
          Other accounts receivable, net             92,153
                                                  ----------
                                                  $  92,153
                                                  ==========

12. LEASE COMMITMENTS

The Company occupies its Tucson and Indianapolis facilities pursuant to lease
agreements expiring October 31, 2008 and November 30, 2004, respectively. Its
McCook, Il. Facility is occupied pursuant to a letter agreement with no
expiration date, at $5,000 per month. Future minimum lease payments on the
Tucson and Indianapolis leases are as follows:

         2004                                        $73,499
         2005                                         49,865
         2006                                         51,610
         2007                                         53,417
         2008                                         45,805

13. PAYROLL LIABILITIES

The Company is delinquent in payment of certain of its payroll tax liabilities.
Additionally, the Company has not withheld FICA, Medicare or withholding taxes
on certain cash payments and stock compensation, including stock options. The
Company has accrued an estimated liability for both the employer and employee
portion of FICA and Medicare tax. This estimated liability is $203,300 and
$68,860 for 2003 and 2002, respectively, for an aggregate accrual of $272,160 at
December 31, 2003.

14. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in
the accompanying consolidated financial statements, the Company has a net loss
of $5,678,512, a negative cash flow from operations of $778,664, a working
capital deficiency of $1,630,541 and a stockholders' deficiency of $667,743.
These factors raise substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional funds and become profitable. The
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

Management's plans include obtaining additional financing for which they are
currently in active negotiations with several financing institutions and
increasing sales through additional acquisitions.

                                      F-15


<PAGE>

15. SUBSEQUENT EVENTS

Subsequent to December 31, 2003, the Company:

         o        Issued 20,945,833 shares of unrestricted shares of common
                  stock for services and exercises of stock options, pursuant to
                  the S-8 Registration Statements described in Note 8. The
                  amount of shares issued is in excess of the total amount
                  registered.
         o        Issued 30,000,000 shares of restricted common stock for
                  services.
         o        Issued 200,000 shares of restricted common stock in conversion
                  of a debenture in the amount of $10,000.
         o        Cancelled 191,490 shares of common stock which were issued in
                  2003.
         o        Executed two 5% promissory notes dated January 14, 2004, in
                  the aggregate principal amount of $1,100,000. The due date of
                  the notes was February 9, 2004. Net proceeds to the Company
                  were $864,000. The Company settled these promissory notes in
                  full through the issuance of an aggregate of 11,000 shares of
                  Series A convertible preferred stock. The preferred stock is
                  convertible into shares of common stock at a rate of 88% of
                  market price, as defined. The Company also issued three
                  warrants to purchase an aggregate of 1,500,000 shares of
                  common stock at an exercise price of $0.30 per share.
         o        Transferred $500,000 of the proceeds received from the
                  promissory notes described above to the personal account of
                  Richard Windorski, as more fully described in Notes 10 and 11.
                  Of this amount, $217,000 has been repaid.
         o        Entered into an agreement to purchase 2,800,000 shares of
                  common stock from Richard Windorski. Mr. Windorski indicated
                  that these shares were pledged as collateral for the
                  promissory notes described above. The purchase amount is
                  $364,000. The Company has asked legal counsel to review the
                  appropriateness of this agreement.
         o        In May 2004, Richard Windorski resigned as Chief Executive
                  Officer and Chairman of the Board of Directors. His successor
                  is Jeffrey Smuda, former Chief Operating Officer.
         o        Amended its Articles of Incorporation to increase its
                  authorized shares to 250,000,000 shares of common stock and
                  10,000,000 shares of preferred stock.


                                      F-16