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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001

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

        For the transition period from _______________ to _______________

                         COMMISSION FILE NUMBER 0-30857

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

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

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

                  (Registrants Telephone Number) (520) 575-5745

        Securities Registered Pursuant to Section 12(b) of the Act: None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                          COMMON STOCK $.0001 PAR VALUE
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.[X]

The registrant's revenues for its most recent fiscal year were $895,020

Number of shares outstanding of each of the registrant's classes of common
equity, (par value $.0001) as of April 13, 2001 is 4,941,667.

The following documents are herein incorporated by reference: None

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

                                                                           Page
                                                                           ----
                                     PART I

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

ITEM 2.  DESCRIPTION OF PROPERTY                                             3

ITEM 3.  LEGAL PROCEEDINGS                                                   3

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 3

                                     PART II

ITEM 5.  MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS                                                             4

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS                                               5

ITEM 7.  FINANCIAL STATEMENTS                                                8

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

                                    PART III

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

ITEM 10. EXECUTIVE COMPENSATION                                              10

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      10

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      11

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

SIGNATURES                                                                   12

INDEX TO FINANCIAL STATEMENTS                                                F-1

                                        i
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

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

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

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

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

BUSINESS

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

COMPETITION

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

Most of the existing logistics companies in this industry are large
organizations seeking the business of major manufacturers. Although our company
will initially target small to medium size companies, it could face intense
competition from those large organizations when we demonstrate the viability of
these customers.

                                        1
<PAGE>
OrderPro Logistics, Inc. provides all levels of service necessary to meet client
needs. These services range from online freight booking/order retrieval to full
time on-site logistics management.

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

The current market in transportation is comprised primarily of traditional LTL
(Less than Truckload) and Truckload carriers. According to an article in
TRANSPORT TOPICS (6/19/00 edition) Trucking Companies Fertile Ground For
Internet Boom; 72% of all trucking companies operated six or fewer trucks and
even a company as large as Schneider National with annual revenue close to $3
billion-garnered a relatively insignificant share of an estimated $450 billion
spent each year on transportation. By creating a new niche in the market, our
company will take advantage of the prospect base for both its services and
products. There are thousands of manufacturers and distribution companies
comprising this prospect base. We will offer much of our freight shipment
business to the trucking have-nots, those without Internet capability. Our
company will provide these carriers with a competitive level playing field when
they work within its system. We will demonstrate to our customers how hidden
profits exist for their enterprise when its expertise and proprietary software
is brought into play. Our company has concentrated on small to medium sized
manufacturers in the mid-western United States and will be expanding throughout
the southeastern and western United States during 2002 and 2003. The current
market potential for the our services is believed to be about $450,000,000 by
virtue of offering third party logistics in combination with leading edge
technology via the Internet.

Revenue growth is dependent upon both adding new logistics and freight brokerage
customers in addition to growth of existing customer sales. During the first
half year, ending December 2000, we have added two new manufacturing businesses
as logistics clients. These new customers will provide the initial volume of
business to achieve the growth plan for 2002.

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

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

                                        2
<PAGE>
OPLI will utilize its in-house sales and marketing group as well as key national
distributors to sell its services.

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

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

PATENTS

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

ITEM 2. DESCRIPTION OF PROPERTY

Our current facilities, located in the Northwest Corporate Center, 7400 North
Oracle Road, Tucson, Arizona are expected to be adequate through 2002.
Provisions have been made and we have a commitment for additional space in the
building for expansion purposes if needed. Corporate headquarters expansion and
related overhead is minimal and disproportionate as we grow.

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

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

ITEM 3. LEGAL PROCEEDINGS

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

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

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

                                        3
<PAGE>
                                     PART II

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

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

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

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

HOLDERS.

There are thirty three (33) holders of our common equity.

DIVIDENDS

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

                                        4
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

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

OVERVIEW

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

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

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

RESULTS OF OPERATIONS

We continued to have limited operations for the year ended December 31, 2001
with revenue of $895,020 and a loss of $550,565. We have had limited operations
in 2000, had losses of $296,639 on revenues of $809,872 for the period from
inception through December 31, 2000, and has limited working capital reserves.
OPLI expects to face many operating and industry challenges and will be doing
business in a highly competitive industry.

Capital reserves at December 31, 2001 were essentially depleted. We plan to
increase working capital through the sale of stock and debentures as well as
seek strategic mergers or acquisitions in the industry to increase revenue and
cash flow.

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

REVENUES AND OPERATING MARGINS

Revenue is derived from the brokerage of freight services. A customer either
contacts OrderPro or contacts our on-site representative with details of freight
that needs to be moved by truck.

Our operating margin is less than originally anticipated due to overall negative
marketing conditions within the trucking industry, the higher price of diesel
fuel, and difficulties in achieving load consolidation. Load consolidation has a
direct relationship to operating margin. During 2001 and 2000 fewer
owner-operators were willing to haul loads due to such higher fuel costs.
Pricing to customers was not readily adjustable due to contractual restrictions
and the competitive environment.

                                        5
<PAGE>
Our marketing focus has been the maintenance of the existing customer base.
Until additional capital has been developed, OrderPro Logistics, Inc. will
remain in its current mode of protecting and maintaining its existing customer
base. Once additional operating capital is acquired, we expect to gain one new
logistic customer (a customer that utilizes our on-site management services)
every three months and two new brokerage customer(s) (customers utilizing only
our call in services for freight orders) each month. We expect these
percentages, which are 95% brokerage and 5% logistic, to remain constant.
Presently, none of our customers utilize both our brokerage and logistic
services at the same time.

Our operating margins during 2001 and 2000 were (4.2)% and 4.4%, respectively
and we anticipated it to be 22%. We anticipated that OrderPro would have the
required capital to consolidate less than truckload shipments into truckload
shipments thereby generating revenues based on a fixed percentage of the
shipping costs saved by our customer. Without the capital required to provide
rapid payment to the carriers, it is almost impossible to ship freight at rate
levels that will assure our projected operating margins. We will continue to
have substantial underutilization until the capital requirements have been meet.
We have proven that carriers will haul freight for lower rates when they are
paid promptly. Other factors affecting margins are high fuel prices and our
inability in certain cases to recover those costs. Numerous small companies in
the trucking industry have gone out of business reducing the number of companies
available to haul freight. We believe that we could meet our anticipated margins
if we were adequately funded.

Revenue is derived from the brokerage of freight services. A customer either
contacts OrderPro's central dispatch or contacts our on-site representative with
details of freight that needs to be moved by truck.

Additional revenue is earned in that we provide our customers savings in
shipping costs and we share that savings with the customer.

OPERATING EXPENSES

The primary expense is the cost paid to the truckers for moving the freight.
These costs amounted to 77.0% and 80.3% of revenues for the year ended December
31, 2001 and the short year ending December 31, 2000, respectively.

The second largest expense is for employees. Wages and benefits for the two
periods were 12.7% and 11.2% of revenues in 2001 and 2000, respectively.

Operating costs were down in 2001 compared to the annualized operating costs
during 2000. As a percentage of revenue during 2001 administrative costs was
26.3% compared to 17.3% for the short period 2000. During the 2000 (the first
two quarters of operation by OrderPro Logistics) operating expenses reflected
the costs associated with funding our growth and effectuating the
reorganization. Administrative costs were higher due to one-time costs incurred
in the reverse merger and travel costs associated with the marketing strategy
implemented at the end of the quarter. One time costs incurred in the
reorganization include professional fees of $10,000 or 1.2% of 2000 revenues.
Travel costs associated with the marketing strategy were $ 8,000, which is 1% of
2000 revenues. Employee costs reflect the addition of the new personnel
necessary to effectively manage and operate OrderPro Logistics as the marketing
strategy is implemented. As new customers are signed to contracts additional
personnel are required for both on-site and in supporting services. During the
fourth quarter of 2000 hiring and training for all administrative functions was
completed. Additional hiring and training of on-site and support personnel will
continue as needed to fulfill contractual obligations with new customers.

In an effort to expedite full implementation of our software, we have entered
into a contract with outside sources. The increased functionality that the
software will provide is a key element in our marketing and business development
strategy. The contract is for services and the consideration is cash and debt.
The other party is The Software Firm, Inc. of Tucson, AZ. The cost of the
contract is $144,233.50.

We are currently using CATOC (computer assisted transportation operations
control) software to manage our internal operations. This system provides basic
dispatch and accounting features used by operations personnel at the Tucson
location. The system is not designed to provide features OrderPro requires
internally and is not expandable to provide for our business expansion.

                                        6
<PAGE>
Our proprietary software system was not completed during 2001. We anticipate
that the software system will be completed during the third quarter of 2002. The
new system is accessible via the Internet, and can be operated through the
Internet from virtually any location worldwide. Features include direct access
to our rate quotation system. Customers can access our Rate Quotation system via
the Internet to determine their freight cost, and in the case of our logistics
customers can actually establish pricing features that provide for built in
profit for all shipments. Additional features include direct access to our
system from the customer's location for the entry of freight orders. It also has
a feature for the direct entry of the bill of lading, which is a document
required for all shipments. Other features include: tracing of shipments in
process, and issuing of management reports for cost and on time performance. Our
operations and management personnel have a full range of functions available for
the management of all dispatch functions. The system provides for transfer of
accounting data to QuickBooks through an interface feature. QuickBooks is an
accounting system used by many small to medium sized companies, making our
software even more attractive to this prospect base. We expect that our system
will be one of the primary features a prospective client will consider, when
entering into a contract with us to provide our services.

FINANCIAL CONDITION

Throughout OrderPro Logistics operating history its was in the process of
increasing equity capital to fund the growth of the company. Our strategic plan
requires additional capital to gain market acceptance with both carriers and
customers. The amount of capital needed to gain market acceptance is $4,000,000,
which means that OrderPro can increase the number of truckers who want to move
freight for our customers by implementing a rapid payment program. The increase
in the number of truckers available to move freight for OrderPro will allow us
to move more freight for our customers.

The significant costs incurred to develop our proprietary software, as of
December 31, 2000 was $117,861 in cash and a common stock convertible debenture
in the amount of $81,674. The balance due as of December 31, 2000 was
$31,383.50. Another major aspect of the strategic plan calls for rapid payment
of carriers. Until such time as sufficient capital is available to fund both
rapid payment of carriers and growth of the company this plan cannot be
implemented. Currently, trade accounts receivables are less than trade accounts
payable due to the use of cash to fund the growth of the company. During 2001
and 2000, $50,235 and $84,080 was loaned to OrderPro's founder. During the
fourth quarter OrderPro Logistics raised an additional $50,000 through the sale
of 10% convertible debenture and issued $80,000 of debentures to the founder for
his ownership in the customer and vendor data. The Company issued an additional
$429,175 of debentures for cash and services during 2001. The debenture is
convertible into 2,088,917 common shares of stock at $.30 per share. If
additional capital were not provided to OrderPro it is believed that full
implementation of the strategic plan would be in jeopardy.

SEASONALITY

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

LIQUIDITY AND CAPITAL RESOURCES

We had a net working capital deficit of $1,192,000 at December 31, 2001. Our
company has a revolving loan agreement with a credit lender under which it can
borrow a percentage of the accounts receivable outstanding. This note is due and
payable in October, 2002 and is secured by the pledge of trade accounts
receivable.

Our company is attempting to raise additional debt or equity capital to allow it
to expand the current level of operations. We raised approximately $496,675, for
working capital through the issuance of convertible debentures for cash and
services during 2001. We are presently negotiating with sources for additional
equity capital to allow it to expand the current level of operations.

                                        7
<PAGE>
There can be no assurances that OPLI will be successful in obtaining such
capital.

Net of the overdrafts, cash used by operations was $375,442 for the period ended
December 31, 2001.

OrderPro Logistics has a working deficit capital (current assets less current
liabilities) of $(1,192,000) as of December 31, 2001.

The audited financial statements, for the periods ending December 31, 2001 and
2000 have been prepared assuming that OrderPro Logistics will continue as a
going concern. Operations commenced in 2000 with losses of $296,639 for the
period ended December 31, 2000, and losses of $550,656 for the year ended
December 31, 2001 and has limited working capital reserves. We expect to face
many operating and industry challenges and will be doing business in a highly
competitive industry. These factors raise substantial doubt about OrderPro
Logistics ability to continue as a going concern.

To date, OrderPro Logistics has financed its operations principally through the
sale its services and the placement of a convertible debenture. OrderPro
believes that it has and will have sufficient cash flow to continue its
operations through December 31, 2002. We will consider both the public and
private sale of securities and or debt instruments for expansion of its
operations if such expansion would benefit the overall growth and income
objectives of the company. Should sales growth not materialize, OrderPro
Logistics may look to these public and private sources of financing. We do not
know whether we can obtain sufficient capital on acceptable terms, if at all.
Under such conditions, failure to obtain such capital likely would affect
adversely the company's ability to continue as a going concern, or at a minimum
negatively impact the company's ability to timely meet its business objectives.
Additional funds needed to continue operations through December 31, 2002 are
$600,000. Of this amount $400,000 will be raised through operations. However,
the funds required to continue operations will not achieve solvency. The funds
required to achieve solvent operations would be approximately $1,000,000, of
which $400,000 would be raised through operations. During 2001, some of our
suppliers converted the amount we owe them to convertible debentures.
Accordingly, we have increased our debentures by $429,175 of which $268,175 is
converted accounts payable. If the debenture holders elect not to convert to
common stock, OrderPro will need an additional $626,175 plus interest to meet
its obligations.

The infusion of the needed additional capital would allow OrderPro to fully
implement its business plan with the carriers and obtain all of the pricing
benefits that would accompany its early payment program. The earlier that this
part of the program can be achieved the better the prospects for achieving
profitable. The funds to be applied to completion for the software and systems
would likewise increase the efficiency of the entire shipping process. Should
OrderPro be unable to obtain the additional funding it could seek to continue
operations as a commission shipping broker on a scaled back level. Failure to
complete the software system would limit the growth of sales due to the limited
capacity of the automated system and the concurrent incremental costs of manual
processing. Were these short term, 12 months, capital requirements fully funded
we do not foresee additional long term capital requirements except to fund
growth which requires increased capital as accounts receivable increase.

Specific use of the $600,000 would be $150,000 to pay truckers for services
provided and $450,000 would be used to pay all other current operating expenses
of OrderPro.

                                        8
<PAGE>
Our working capital and other capital requirements during the next fiscal year
and thereafter will vary based on the sales revenue generated by the company.
Management believes that a key operational need is to pay the truckers for their
services on a basis that is superior to payment terms truckers receive from
other shippers and brokers. When payment to the truckers is made quickly
OrderPro can effectively negotiate for lower costs. When payment to the truckers
is made quickly we will have a greater number of truckers desiring to haul
freight for OrderPro. The relationship between increased revenue, increased
receivables and increased capital is direct as a result of delayed payment by
our customers. As revenues increase the amount of capital needed to fund the
rapid payment of truckers will increase. For each $100 increase in annual
revenue an additional $18.75 in capital will be required. This additional
capital will be used to fund the rapid payment of truckers. (The $18.75 is based
on funding accounts receivable. $100 in annual revenue requires $75 in accounts
receivable funding. A/R turn of 90 days means 4 turns per year. 75/4 = $18.75).

We do not know if additional public or private financing, including debt or
equity financing will be available as needed, or, if available, on terms
acceptable to OrderPro. 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. The failure of OrderPro to successfully obtain additional future
funding may jeopardize our ability to continue our business and operations.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

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

ITEM 7. FINANCIAL STATEMENTS

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

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

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

                                        9
<PAGE>
                                    PART III

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

The following table sets forth the names and ages of the current directors and
executive officers of our company and the principal offices and positions with
our company held by each person. The executive officers of OPLI are elected
annually by the Board of Directors. Each year, the stockholders elect the board
of directors. The executive officers serve terms of one year or until their
death, resignation or removal by the Board of Directors. There was no
arrangement or understanding between any executive officer and any other person
pursuant to which any person was elected as an executive officer.

Name                    Age    Position
----                    ---    --------
Richard L. Windorski     61    President, Chief Executive Officer and Director
Robert Kuchowicz         59    Logistics Operations Manager
Patricia L. Robinson     58    Chief Accounting Office, Director

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

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

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

Ms. Patricia L. Robinson is Chief Accounting Office and has a extensive
educational background in accounting and related fields and has held various
accounting and financial positions.

There are currently no committees on the Board of Directors.

                                       10
<PAGE>
There are no agreements that a Director will resign at the request of another
person and the above named Director is not acting on behalf of nor will act on
behalf of another person.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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

ITEM 10. EXECUTIVE COMPENSATION

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

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our company's Common Stock as of the date of this filing by:

(i) each stockholder known by OPLI to be the beneficial owner of more than five
percent of the outstanding Common Stock, (ii) each director of OPLI and (iii)
all directors and officers as a group. The percentages shown are based on the
4,941,667 shares of common stock outstanding as of the date of this filing.

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


                                                               Percentage
Name                                 Number of Shares     Beneficially Owned (1)
----                                 ----------------     ----------------------
Richard L.Windorski (2)                  2,812,000               56.9%
Alvan W.Lafrenz                            200,000                4.0%
RER Consulting, Inc. (3)                   245,000                5.0%
Econometric Consultants, Inc. (3)          245,000                5.0%
All officers and directors as a
 group (1 person)                        2,812,000               56.9%

(1)  Except as otherwise indicated, we believe that the beneficial owners of
     Common Stock listed above, based on information furnished by such owners,
     have sole investment and voting power with respect to such shares, subject
     to community property laws where applicable. Beneficial ownership is
     determined in accordance with the rules of the Securities and Exchange
     Commission and generally includes voting or investment power with respect
     to securities. Shares of Common Stock subject to options, warrants,
     conversion privileges or other rights currently exercisable, or exercisable
     within 60 days, are deemed outstanding for purposes of computing the
     percentage of the person holding such options or warrants, but are not
     deemed outstanding for purposes of computing the percentage of any other
     person.
(2)  Mr. Windorski is the beneficial owner of a company known as OP Logistics,
     L.P. that is the registered owner of the common shares.
(3)  RER Consulting, Inc. and Econometric Consultants, Inc. are consultants to
     our company and have acted in that capacity since our company's inception.
     The following table sets forth each person known by our company to be the
     beneficial owner of more than 5% of the Common Shares (the only class of
     voting securities) of our company all directors individually and all
     directors and officers of our company as a group. Each person has sole
     voting and investment power with respect to the shares as indicated.

                                       11
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no parents of this small business registrant.

There are and have been no transactions with promoters.

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

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

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

ITEMS 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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

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

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

10.1 Convertible Debenture filed with the SB-2 on January 16, 2001 and
incorporated by reference.

(b) Reports on Form 8-K

None
                                       12
<PAGE>
                                 SIGNATURE PAGE

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

                              ORDERPRO LOGISTICS, INC






May 24, 2002                  /s/ Richard L. Windorski
                              --------------------------------------------------
                              Richard L. Windorski, Director and President
                              Chief Executive Officer, Chief Financial Officer


May 24, 2002                  /s/ Patricia Robinson
                              --------------------------------------------------
                              Patricia Robinson, Principal Accounting Officer,
                              Director, Secretary, and Treasurer

                                       13
<PAGE>
                            ORDERPRO LOGISTICS, INC.
                                DECEMBER 31, 2001

                          INDEX TO FINANCIAL STATEMENTS

                                                                          Page
                                                                          ----

Independent  Auditors' Report                                              F-2
Consolidated Financial Statements
  Balance Sheet as of December 31, 2001                                    F-3
  Statements of Operations for the two years ended December 31, 2001       F-4
  Statements of Stockholders Equity for the two years ended
    December 31, 2001                                                      F-5
  Statements of Cash Flows for the two years ended December 31, 2001       F-6
  Notes to Financial Statements                                            F-7

                                       F-1
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying balance sheet of OrderPro Logistics, Inc. (the
Company) as of December 31, 2001 and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2001 and for
the period from May 12, 2000 (Inception) to December 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OrderPro Logistics, Inc. as of
December 31, 2001, and the results of its operations and its cash flows for the
year ended December 31, 2001 and the period from May 12, 2000 to December 31,
2000 in conformity with accounting principles generally accepted in the United
States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company commenced operations in
2000, had losses of $296,639 for the period from May 12, 2000 to December 31,
2000, incurred an additional loss of $550,565 for the year ended December 31,
2001 and has limited working capital reserves. The Company expects to face many
operating and industry challenges and will be doing business in a highly
competitive industry. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans with regard to these
matters are discussed in Note 1. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.


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

Scottsdale, Arizona
May 24,2002

                                       F-2
<PAGE>
                            OrderPro Logistics, Inc.
                                  Balance Sheet
                                December 31, 2001

                                     ASSETS

Current Assets
  Cash and cash equivalents                                         $     5,575
  Accounts receivable - trade, net of allowance for
    doubtful accounts                                                    10,282
                                                                    -----------
Current Assets                                                           15,857

Property and equipment, net of accumulated depreciation                  15,787

Purchased and internally developed software, net of amortization        291,494
Customer and vendor data, net of amortization                           299,064
Deposits                                                                150,000
                                                                    -----------

      Total Assets                                                  $   772,202
                                                                    ===========

                      LIABILITIES and STOCKHOLDERS' EQUITY

Current Liabilities
  Bank overdraft                                                    $    15,393
  Accounts payable                                                      215,410
  Accrued liabilities                                                   189,362
  Note payable                                                           62,000
  Due to officer                                                         99,017
  Convertible debentures                                                626,675
                                                                    -----------
  Current Liabilities                                                 1,207,857
                                                                    -----------
      Total Liabilities                                               1,207,857

Stockholders' Equity
  Common stock - $.0001 par value, authorized 100,000,000 shares,
    issued and outstanding 4,941,167 and 4,900,000 shares at
    December 31, 2001 and 2000 494
  Additional paid in capital                                            411,055
  Accumulated deficit                                                  (847,204)
                                                                    -----------
      Total Stockholders' Equity (Deficit)                             (435,655)
                                                                    -----------

      Total Liabilities and Stockholders' Equity                    $   772,202
                                                                    ===========

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

                                       F-3
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Operations
                    for the year ended December 31, 2001 and
         the period from May 12, 2000 (Inception) to December 31, 2000

                                                      For the period ended
                                                           December 31,
                                                  -----------------------------
                                                      2001              2000
                                                  -----------       -----------
Revenue                                           $   895,020       $   809,872

Cost of Sales:
  Direct cost of revenue                              688,818           650,414
  Employee costs                                      114,370            90,734
  Rent and occupancy costs                             22,538            13,450
  Amortization and depreciation                       107,459            19,141
                                                  -----------       -----------
      Cost of Goods Sold                              933,185           773,739
                                                  -----------       -----------

Gross Profit (Loss)                                   (38,165)           36,133

Expenses
  Administrative costs                                235,789           140,171
  Employee costs                                      212,401           171,408
  Rent and occupancy costs                             12,138             4,483
  Interest expense                                     50,542            15,940
  Amortization and depreciation                         1,530               770
                                                  -----------       -----------
      Total Costs                                     512,400           332,772
                                                  -----------       -----------

Loss before income tax benefit                       (550,565)         (296,639)

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

Net Loss                                          $  (550,565)      $  (296,639)
                                                  ===========       ===========
Loss per common share
    Basic                                         $     (0.11)      $     (0.06)
                                                  ===========       ===========
    Diluted                                       $     (0.11)      $     (0.06)
                                                  ===========       ===========
Weighted average shares outstanding
    Basic                                           4,939,954         4,755,794
                                                  ===========       ===========
    Diluted                                         4,939,954         4,755,794
                                                  ===========       ===========

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

                                       F-4
<PAGE>
                            OrderPro Logistics, Inc.
                        Statement of Stockholders' Equity
                    for the year ended December 31, 2001 and
         the period from May 12, 2000 (Inception) to December 31, 2000

<TABLE>
<CAPTION>
                                    Common Stock         Additional
                               ---------------------       Paid In      Accumulated
                                 Shares       Amount       Capital        Deficit        Total
                               ----------    -------      ----------     ----------    ----------
<S>                             <C>          <C>          <C>            <C>           <C>
Balance at May 12, 2000
  (date of incorporation)       5,040,000    $   504      $  398,545                   $  399,049

Recapitalization                 (140,000)       (14)             14

Net loss                                                                 $ (296,639)     (296,639)
                               ----------    -------      ----------     ----------    ----------

Balance at December 31, 2000    4,900,000        490         398,559       (296,639)      102,410
                               ----------    -------      ----------     ----------    ----------
Conversion of debentures to
   common stock                    41,667          4          12,496                       12,500

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

Balance at December 31, 2001    4,941,667    $   494      $  411,055     $ (847,204)   $ (435,655)
                               ==========    =======      ==========     ==========    ==========
</TABLE>

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

                                       F-5
<PAGE>
                            OrderPro Logistics, Inc.
                             Statement of Cash Flows
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

                                                           For the period ended
                                                               December 31,
                                                          ---------------------
                                                             2001       2000
                                                          ---------   ---------
Loss from operations                                      $(550,565)  $(296,639)

Adjustments to reconcile net income from operations
 to net cash provided by (from) operating activities:
   Amortization and depreciation                            108,989      19,911
   Allowance for doubtful accounts                           18,103
Changes in operating assets and liabilities
   Decrease/(increase) in accounts receivable               202,878    (231,263)
   Decrease/(increase) in due from officer and employee       2,933      (2,933)
   Decrease/(increase) in prepaid expenses                    2,374      (2,374)
   (Increase) in deposits                                        --    (150,000)
   Increase in bank overdraft                                 9,108       6,285
   Increase/(decrease) in accounts payable                 (300,486)    515,896
   Increase in accrued liabilities                          140,332      49,030
                                                          ---------   ---------
        Net cash (used)by operating activities             (366,334)    (92,087)

Cash Flows from Investing Activities
  Acquisition of property, equipment, software and
    customer and vendor data                                (71,761)   (421,810)
                                                          ---------   ---------
        Net cash (used in) investing activities             (71,761)   (421,810)

Cash Flows from Financing Activities
  Proceeds from notes payable                                62,000      97,740
  Repayment of notes payable                                (97,740)         --
  Proceeds from due to officer                               50,235      48,782
  Proceeds from convertible debentures                      429,175      50,000
  Proceeds from sale of common stock                             --     317,375
                                                          ---------   ---------
        Net cash provided by financing activities           443,670     513,897
                                                          ---------   ---------

Net increase in cash and cash equivalents                     5,575          --
Cash and cash equivalents at beginning of period                 --          --
                                                          ---------   ---------

Cash and cash equivalents at end of period                $   5,575   $      --
                                                          =========   =========
Supplemental cash flow information:
  Interest paid                                                       $  12,661
  Noncash investing and financing activities:
   Capitalized software acquired for common stock                     $  81,674
   Capitalized software and customer and vendor data
     Acquired for convertible debentures                  $  80,000   $  80,000
   Common stock issued for debentures                     $  12,500

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

                                       F-6
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

NOTE 1 - THE COMPANY

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

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

MANAGEMENT PLANS

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company had limited operations in
2000 and 2001, had losses of $288,094 and $550,565, respectively for the periods
ended December 31, 2000 and 2001, and has limited working capital reserves. The
Company expects to face many operating and industry challenges and will be doing
business in a highly competitive industry.

Capital reserves at December 31, 2001 were essentially depleted. The Company
plans to increase working capital through the sale of stock and debentures as
well as seek strategic mergers or acquisitions in the industry to increase
revenue and cash flow.

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

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

                                       F-7
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

Impact of Recently Issued Accounting Standards - In June 2001, the FASB issued
SFAS No. 142, Goodwill and Other Intangible Assets. This statement establishes
accounting and reporting standards for goodwill and intangibles for years
commencing after December 15, 2001. Whether already acquired or subsequently
acquired after the effective date, companies are required to identify
intangibles with finite lives and those with indefinite lives. Those intangibles
with finite lives are to be amortized over the estimates useful lives of the
assets while those with indefinite lives are not to be amortized. Goodwill is
not be amortized. Each intangible or goodwill asset should be analyzed at least
annual for impairment where the carrying value is in excess of the fair value of
the intangibles and in excess of the implied fair value in the case of goodwill
assets. The asset's carrying value is to be reduced by a charge to income if the
fair value is lower than the carrying value. The Company has not determined the
effect of this new standard; however, due to the Company's limited amortizing
intangible (purchased and internally developed software) the impact is not
expected to be material.

                                       F-8
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                       December 31,
                                                -------------------------
                                                   2001            2000
                                                ---------        --------
       Computers                                $  13,772        $ 13,772
       Furniture and equipment                     11,299          11,299
                                                ---------        --------
                                                   25,071          25,071
       Less: accumulated depreciation               9,284           3,079
                                                ---------        --------
                                                $  15,787         $21,992
                                                =========        ========

Depreciation and amortization expense for the periods ended December 31, 2001
and 2000 was $6,205 and $3,079, respectively.

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

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

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

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

Purchased and internally developed software consist of the following:

                                                     December 31,
                                                ----------------------
                                                   2001         2000
                                                ---------    ---------
       Software                                 $ 342,236    $ 199,535
                                                ---------    ---------
                                                  342,236      199,535
       Less: accumulated depreciation              50,742        8,287
                                                ---------    ---------
                                                $ 291,494     $191,248
                                                =========    =========

Amortization expense for the periods ended December 31, 2001 and 2000 was
$42,455 and $8,287, respectively.

                                       F-9
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

NOTE 4 - PURCHASED AND INTERNALLY DEVELOPED SOFTWARE AND CUSTOMER AND VENDOR
         DATA (CONTINUED)

The purchased customer and vendor data utilized by the Company were purchased in
the period ended December 31, 2000 from third parties and in part from the major
stockholder of the Company. The total cost to the Company was $358,878. Of the
total cost, the major stockholder's portion was $128,782 which is included in
the Due to Officer liability in the amount of $48,782 and the balance was issued
in the form of a debenture from the Company in the amount of $80,000.

Amortization of the customer and vendor data for the periods ended December 31,
2001 and 2000 was $51,268 and $8,545, respectively.

NOTE 5 - NOTES PAYABLE

At December 31, 2000, the Company has a revolving loan agreement with a credit
lender under which it can borrow up to 50% percentage of the accounts receivable
outstanding. The agreement was in default at December 31, 2000 as a result of
the slow payment by a major customer. This line has subsequently been paid off
by a replacement note with a new lender. This new note bears interest at a rate
of 10% per annum, is due and payable in October, 2002, and is secured by the
pledge of the trade accounts receivable.

NOTE 6 - CONVERTIBLE DEBENTURES

In November 2000, the Company issued $130,000 of convertible debentures to two
stockholders of the Company in exchange for operating capital and customer
lists. These debentures bear interest at a rate of 10% per annum and are due in
November 2001. The debentures are convertible into 1 share of common stock per
$0.30 of principal amount of debenture. During 2001, $12,500 of debentures were
converted into 41,667 shares of common stock. The Company issued an additional
$509,175 of debentures during 2001. Interest expense for the periods ended
December 31, 2001 and 2000 was $30,456 and $625, respectively.

NOTE 7 - INCOME TAXES

At December 31, 2000, the Company has approximately $847,000 of net operating
losses available to offset future income tax liability. There is no certainty as
to the timing of such recognition nor that the Company will be able to fully
utilize these amounts. The effect of recognizing the tax effect of this loss
resulted in a deferred income tax asset of approximately $0, after being fully
offset by an equal valuation allowance.

Income tax benefit for the periods ended December 31, 2001 and 2000 include the
following components:

                                      F-10
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

NOTE 7 - INCOME TAXES (CONTINUED)

                                                              December 31,
                                                       ------------------------
                                                          2001          2000
                                                       ----------    ----------
    Current Income Taxes:
      Federal                                          $ (187,000)   $ (100,000)
      State                                               (39,000)      (20,000)
                                                       ----------    ----------
                                                         (226,000)     (120,000)
    Deferred Income Taxes:
      Federal                                                  --          (160)
      State                                                    --           (40)
                                                       ----------    ----------
                                                               --          (200)
                                                       ----------    ----------
    Total current and deferred income tax benefit        (226,000)     (120,200)
    Increase in valuation allowance                       226,000       120,200
                                                       ----------    ----------
    Benefit (provision) for income taxes               $       --    $       --
                                                       ==========    ==========

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

    Computed expected tax expense                      $ (187,000)   $ (100,000)
    Increase in income taxes resulting from:
     State income taxes, net of Federal income
        tax benefit                                       (39,000)      (20,200)
                                                       ----------    ----------
    Total current and deferred income tax benefit      $ (226,000)   $ (120,200)
                                                       ==========    ==========

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

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

                                           Federal        State
        Expiration                         Amount         Amount
        ----------                        ---------      ---------
           2006                                          $ 296,000
           2007                                            551,000
           2021                           $ 296,000
           2022                             551,000
                                          ---------      ---------
           Total                          $ 847,000      $ 847,000
                                          =========      =========

                                      F-11
<PAGE>
                            OrderPro Logistics, Inc.
                          Notes to Financial Statement
                    for the year ended December 31, 2001 and
          the period from May 12, 2000 (Inception) to December 31, 2000

NOTE 8 - RELATED PARTY TRANSACTIONS

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

At December 31, 2000, the Company has a liability to the officer and director of
the Company in the amount of $48,782. Substantially all of this amount was
created by the Company's agreement to purchase certain customer and vendor data
and related data bases from the officer and director. During 2001 the majority
stockholder advanced an additional $50,542. The amount is being paid over three
years and bears interest at a rate of 7.0% per annum.

NOTE 9 - LEASE COMMITMENTS

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

         2002     $45,652
         2003     $19,406

NOTE 10 - STOCKHOLDERS' EQUITY

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

NOTE 11 - EARNINGS (LOSS) PER SHARE

Basic loss per share is calculated by dividing the net loss by the weighted
average common shares outstanding during the period. The basic and diluted loss
per share has been adjusted to give effect to the stock split as a result of the
reorganization as of May 12, 2000. The diluted share base for the periods ended
December 31, 2001 and 2000 exclude the shares related to the exercise of the
conversion right under the debentures of 2,088,917 and 433,333 shares,
respectively, due to the antidilutive effect as a result of the Company's losses
for the periods.

                                      F-12