<PAGE>

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

                                   FORM 10-Q

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE PERIOD ENDED:  MARCH 31, 2001

COMMISSION FILE NUMBER:  33-29985-NY


                         THE FREIGHT CONNECTION, INC.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


         DELAWARE                                              11-2994672
--------------------------------------------------------------------------------
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                            Identification No.)



                9870 Highway 92, Suite 110 Woodstock, GA 30188
--------------------------------------------------------------------------------
         (Address, including zip code, of principal executive offices)


                                (770) 517-7744
--------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)


________________________________________________________________________________
            (Former name, former address and former fiscal year, if
                          changed since last report)


Indicate by check mark whether the registrant (1) has filed all documents and
reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filings for the past 90 days.  YES  X    NO ___
                                   ---


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

As of May 17, 2001, the number of the Company's shares of par value $.001 common
stock outstanding was 4,825,630.
<PAGE>

                         THE FREIGHT CONNECTION, INC.
                                   FORM 10-Q
                                MARCH 31, 2001


                                     INDEX

<TABLE>
<S>                                                                          <C>
Part I - FINANCIAL INFORMATION

Item 1 - Financial Statements

Balance Sheets.............................................................   3

Statements of Operation....................................................   4

Statements of Stockholders' Equity.........................................   5

Statements of Cash Flow....................................................   6

Notes to Financial Statements..............................................   7


Item 2  - Management's Discussion and Analysis of Financial Condition and
          Results of Operations............................................   8

PART II - OTHER INFORMATION ...............................................  12

SIGNATURES.................................................................  13
</TABLE>

                                      -2-
<PAGE>

                         THE FREIGHT CONNECTION, INC.

                                BALANCE SHEETS


                                                   March 31,   December 31,
                                                     2001          2000
                                                 (unaudited)    (audited)
                                                 -----------    ---------
ASSETS

Current assets:
Cash and cash equivalents                         $  676,042   $  680,627
Accounts receivable - trade
   net of allowance for uncollectible  accounts
   of $239,566 and $199,510                        3,527,121    3,637,801
Accounts receivable - affiliates                      36,017        3,134
Accounts receivable - income taxes                   201,947       93,158
Deferred tax asset                                    60,856       60,856
Prepaid expenses and other receivables                89,932       63,569
                                                  ----------   ----------

   Total Current Assets                            4,591,915    4,539,145
                                                  ----------   ----------


Property and equipment
   (net of accumulated depreciation)                 192,967      204,999

Deposits and Other Assets                             56,366       55,877
                                                  ----------   ----------

                                                  $4,841,248   $4,800,021
                                                  ==========   ==========

LIABILITIES AND
STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses             $2,641,394   $2,615,906
Accounts payable - affiliates                        178,920            -
                                                  ----------   ----------
 Total current liabilities                         2,820,314    2,615,906
                                                  ----------   ----------

Stockholders' equity
  Common stock, $.001 par value;
  authorized 20,000,000 shares;
  4,825,630 shares issued and outstanding              4,826        4,826
Additional paid-in capital                           918,982      918,982
Retained earnings                                  1,097,126    1,260,307
                                                  ----------   ----------

    Total stockholders' equity                     2,020,934    2,184,115
                                                  ----------   ----------

                                                  $4,841,248   $4,800,021
                                                  ==========   ==========

                                      -3-
<PAGE>

                          THE FREIGHT CONNECTION, INC.

                             STATEMENTS OF OPERATION


                                            Three Months   Three Months
                                               Ended          Ended
                                             March 31,      March 31,
                                               2001           2000
                                            (unaudited)    (unaudited)
                                            -----------    -----------

Freight income                              $ 5,069,517    $ 5,168,414

Freight expense                               4,561,540      4,671,804
                                            -----------    -----------

Gross profit                                    507,977        496,610

Selling, general and
  administrative expenses                       768,546        561,152
Depreciation & amortization                      18,300         22,845
                                            -----------    -----------

Loss from operations                           (278,869)       (87,387)

Other income (expenses):
Interest  income                                  6,899         16,950
                                            -----------    -----------

  Total Other Income                              6,899         16,950

Income (loss) before income taxes           $  (271,970)   $   (70,437)

Income tax expense (recoverable)               (108,789)       (28,400)
                                            -----------    -----------

Net income (loss)                           $  (163,181)   $   (42,037)
                                            ===========    ===========

Net income (loss) per common share
          (Basic and Diluted)               $     (0.03)   $     (0.01)
                                            ===========    ===========

Weighted average
  shares outstanding                        $ 4,825,630    $ 4,825,630
                                            ===========    ===========

                                      -4-
<PAGE>

                          THE FREIGHT CONNECTION, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                   Common Stock         Additional
                               Number of     Par         paid-in        Retained
                                 shares      value       capital        earnings     Total
                                 ------      -----       -------        --------     -----
<S>                            <C>          <C>          <C>          <C>          <C>
Balance
December 31, 2000 (audited)    4,825,630    $4,826        $918,982    $1,260,307   $2,184,115

Net loss for three months
     ended March 31, 2001                                               (163,181)    (163,181)
                               ---------    ------        --------    ----------   ----------

Balance
March 31, 2001 (unaudited)     4,825,630    $4,826        $918,982    $1,097,126   $2,020,934
                               =========    ======        ========    ==========   ==========
</TABLE>

                                      -5-
<PAGE>

                           THE FREIGHT CONNECTION INC.

                             STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                 Three months  Three months
                                                 ended March   ended March
                                                   31, 2001      31, 2000
                                                 (unaudited)   (unaudited)
                                                 -----------   -----------
<S>                                              <C>           <C>
Cash flows from operating activities:
Net income (loss)                                 $(163,181)   $ (42,037)

Adjustments to reconcile net income to net cash
    provided by operating activities:

     Depreciation and amortization                   18,300       22,845
     Deferred tax asset                                 -            -
Changes in assets and liabilities:
     Accounts receivable                            110,680     (357,147)
     Accounts receivable - income taxes            (108,789)     (28,400)
     Due from affiliate                             146,037       24,633
     Prepaid expenses and other  receivables        (26,363)     (16,845)
     Deposits and other assets                         (489)       2,641
     Accounts payable and accrued expenses           25,488      293,638
                                                  ---------    ---------


Total adjustments                                   164,864      (58,635)
                                                  ---------    ---------

Net cash provided by (used in) operations             1,683     (100,672)
                                                  ---------    ---------

Net cash used in investing activities:
   Purchase of equipment                             (6,268)     (29,659)
                                                  ---------    ---------

Net  increase (decrease) in cash                     (4,585)    (130,331)

Cash and cash equivalents
   beginning of period                              680,627      746,353
                                                  ---------    ---------

Cash and cash equivalents,
   end of period                                  $ 676,042    $ 616,022
                                                  =========    =========

Supplemental disclosure:
   Cash paid for interest                         $       0    $       0
                                                  =========    =========
</TABLE>

                                      -6-
<PAGE>

                         THE FREIGHT CONNECTION, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                MARCH 31, 2001

NOTE 1: FINANCIAL STATEMENTS

The balance sheet as of March 31, 2001, the statements of operation for the
three months ended March 31, 2001 and 2000, the statements of stockholders'
equity as of March 31, 2001, and the statements of cash flows for the three
months ended March 31, 2001, and 2000, have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at March 31, 2001, and for all periods
presented, have been made.

Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these financial statements
be read in conjunction with the financial statements and notes thereto as of
December 31, 2000.

NOTE 2: NET INCOME PER SHARE

Net income per share is computed by dividing net income by the average number of
common shares outstanding, increased by common stock equivalents determined
using the treasury stock method.

NOTE 3: COMMITMENTS

On December 20, 2000, the Company obtained a line of credit with a commercial
bank for $500,000, that expired on April 1, 2001. Interest was at the monthly
Libor rate plus 300 basis points or the bank's base rate. The Company's accounts
receivable and fixed assets secured the line. No amounts were drawn on the line
of credit and no amounts are outstanding.

                                      -7-
<PAGE>

                         THE FREIGHT CONNECTION, INC.
                                   FORM 10-Q
                                MARCH 31, 2001


PART I - FINANCIAL INFORMATION

  Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           ---------------------------------------------------------------
           RESULTS OF OPERATIONS
           ---------------------

  The following discussion and analysis should be read in conjunction
  with the Financial Statements appearing elsewhere in this Report. It
  includes an analysis of the three months ended March 31, 2001, and
  2000, respectively.

  Forward-Looking Statements
  --------------------------

  Except for the historical statements and discussions contained herein,
  statements contained in this report constitute "forward-looking
  statements" as defined in the Securities Act of 1933 and the Securities
  Exchange Act of 1934, as amended. These forward-looking statements rely
  on a number of assumptions concerning future events, and are subject to
  a number of risks and uncertainties and other factors, many of which
  are outside the control of the Company, that could cause actual results
  to differ materially from such statements.

  Readers are cautioned not to put undue reliance on such forward-looking
  statements, each of which speaks only as of the date hereof. Factors
  and uncertainties that could affect the outcome of such forward-looking
  statements include, among others, market and industry conditions,
  increased competition, changes in governmental regulations, general
  economic conditions, pricing pressures, and the Company's ability to
  continue its growth and expand successfully into new markets and
  services. The Company disclaims any intention or obligation to update
  publicly or revise any forward-looking statements, whether as a result
  of new information, future events or otherwise.

  Liquidity and Capital Resources
  -------------------------------

  The Company had working capital of $1,771,601 at March 31, 2001,
  compared to working capital of $1,923,239 at December 31, 2000, and
  $2,080,454 at March 31, 2000. The Company intends to use its working
  capital to fund its operations.

  The Company's cash position at March 31, 2001, was $676,042 compared to
  $680,627 at December 31, 2000, and $616,022 at March 31, 2000. In these
  periods, cash balances have been consistent. Most of our customers
  require supporting documentation before remitting payment of an
  invoice. We continue to emphasize and refine the invoicing procedure to
  bill and collect payment in a timely manner.

                                      -8-
<PAGE>

  The accounts receivable balance at March 31, 2001, was $3,527,121
  compared to $3,637,801 at December 31, 2000, a decrease of 3.1%. The
  accounts payable balance was $2,641,394 at March 31, 2001, a rise of
  1.0% from $2,615,906 at December 31, 2000. The decrease in accounts
  receivable is attributed to the continued emphasis placed on billing
  and collections.

  The net accounts receivable and payable - affiliates balance increased
  to a net payable balance of $146,037 primarily consisting of a $150,000
  short term advance from an affiliate at March 31, 2001, compared to
  December 31, 2000. Accounts receivable - income taxes increased
  $108,789 from the December 31, 2000 balance due to the taxes
  recoverable generated by the loss for the quarter. The prepaid expenses
  balance at March 31, 2001 was $26,363 greater than the balance at
  December 31, 2000 and was primarily due to annual insurance premiums
  and expenses paid during the quarter that will be amortized over the
  covered period throughout the year.

  Stockholders' equity was $2,020,314 at March 31, 2001, compared to
  $2,184,115 at December 31, 2000. The decrease is due to the Company's
  net loss of $163,181 for the first quarter of 2001.

  The Company had net cash provided by operations of $1,683 for the three
  months ended March 31, 2001, compared to net cash used in operations of
  $100,672 for the comparable period in 2000. The cash provided by
  operations for the period ended March 31, 2001, was primarily due to
  the decrease in the accounts receivable of $110,680 and net increase
  due to affiliate of $146,037 balances offset by the increase in income
  tax receivable of $108,789 and the net loss for the first quarter 2001.
  Cash used in operations for the period ended March 31, 2000, was
  primarily due to the large increase in the accounts receivable balance
  compared to the accounts payable increase and the loss for the first
  quarter of 2000.

  The Company continues to purchase fixed assets when appropriate. During
  the quarter ended March 31, 2001, the Company purchased fixed assets in
  the amount of $6,268 for computer equipment compared to expenditures of
  $29,659 in the first quarter of 2000 for a new phone system in
  conjunction with the move of the Corporate office from Tampa, Florida
  to Atlanta, Georgia.

  In compliance with provisions in the Company's contracts with certain
  railroads, the Company has obtained an unsecured surety bond in the
  amount of $150,000. In addition, the Federal Highway Administration
  requires the Company to maintain a surety bond in the amount of
  $10,000, which is secured by a certificate of deposit. The Company
  renewed an unsecured surety bond in the amount of $500,000 as a
  requirement of one of its major customers.

                                      -9-
<PAGE>

  The Company does not have any outstanding bank debt as of the date of
  this Report, nor did it have any bank debt at March 31, 2000. The
  Company had a line of credit for $500,000 which expired on April 1,
  2001.

  At March 31, 2001, the Company did not have any capital lease
  obligations nor did it have any long-term debt.

  Results of Operations
  ---------------------

  Revenues for the three months ended March 31, 2001, were $5,069,517
  compared to $5,168,414 for the three months ended March 31, 2000, a
  decrease of 1.9%. Revenues have been negatively impacted in the first
  quarter 2001 by the economic downturn, especially in February and
  March. The Company is targeting existing and new customers through its
  marketing efforts to replace the lost revenues.

  Gross profit for the three months ended March 31, 2001, was $507,977 or
  10.0% of revenues, compared to $496,610 or 9.6% of revenues for the
  comparable period in 2000. Although the industry is extremely
  competitive, the Company is working to improve its margins. The gross
  profit margin percentage for the three months ended March 31, 2001
  increased by 0.9% from the year ended December 31, 2000.

  Selling, general and administrative "SG&A" expenses for the three
  months ended March 31, 2001, and 2000, were 15.2% and 10.9% of
  revenues, respectively. The increased SG&A for the quarter ended March
  31, 2001 compared to the quarter ended March 31, 2000, was primarily
  due to increased salaries, wages, sales incentives and benefits
  totaling $162,314 reflecting the new operations and administrative
  staff in Atlanta versus the old Tampa headquarters, and sales incentive
  programs. The Company merged its Tampa office with the Atlanta office
  in February 2000, incurring certain non-recurring expense totaling
  $29,000 associated with closing the Tampa office. Management expects
  the current infrastructure will be sufficient to process a significant
  revenue increase without additional overhead cost. Additionally,
  management believes that certain expenses will be eliminated at the
  completion of the ongoing current upgrades to the operating and
  financial computer systems. Also, the Nebraska office was closed in
  April 2001, which may reduce revenue, but management expects SG&A
  savings to offset lost gross profit.

  Interest income was $6,899 for the quarter ended March 31, 2001,
  compared to $16,950 for the quarter ended March 31, 2000. The decrease
  was due primarily to a decrease in the average daily balance of
  available funds during the quarter ended March 31, 2001 at a reduced
  interest rate.

                                      -10-
<PAGE>

  The pretax loss was $271,970 for the quarter ended March 31, 2001,
  compared to a pretax loss of $70,437 for the quarter ended March 31,
  2000. The decrease in the Company's revenues and the percentage
  increase in SG&A resulted in the loss for the period.

  The net loss was $163,181 or $.03 per share for the three months ended
  March 31, 2001, as compared to net loss of $42,037 or $.01 per share
  for the three months ended March 31, 2000. Earnings per share are based
  on 4,825,630 weighted average shares outstanding.

  The Company will continue to market its services and strive to obtain
  sales representation in the major geographic areas of North America to
  increase revenues and gross profit while containing SG&A expenses.

                                      -11-
<PAGE>

                         THE FREIGHT CONNECTION, INC.
                                   FORM 10-Q
                                MARCH 31, 2001



PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
         -----------------
         None

Item 2 - Changes in Securities
         ---------------------
         None

Item 3 - Defaults upon Senior securities
         -------------------------------
         None

Item 4 - Submission of Matters to Vote of Security Holders
         -------------------------------------------------
         None

Item 5 - Other information
         -----------------
         None

Item 6 - Exhibits and reports on Form 8-K
         --------------------------------
         a)None

         b)There were no reports filed on Form 8-K during the quarter
           ended March 31, 2001.

                                      -12-
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       THE FREIGHT CONNECTION, INC.
                                       ----------------------------
                                       Registrant


Date:  May 21, 2001                    /s/ Richard E. Gaetz
     -----------------                 -----------------------------------------
                                       Richard E. Gaetz, Chief Executive Officer



Date:  May 21, 2001                    /s/ Geoff Duncan
     -----------------                 -----------------------------------------
                                       Geoff Duncan, President

                                      -13-