GENERAL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Technology ----------

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

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

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

OrderPro European Business Unit (OEBU)

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

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

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

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

COMPETITION

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

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

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

MAJOR SUPPLIERS

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

MAJOR CUSTOMERS

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

PERSONNEL

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

CORPORATE HISTORY

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

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

ACQUISITIONS

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

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

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

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

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

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

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

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

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

STRATEGIC PLANNING

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

AVAILABLE INFORMATION

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