SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act
Date of Report (Date of Earliest Reported) October 12, 2000
OrderPro Logistics, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 0-30857 86-0982348
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
7400 N. Oracle Road, #372 Tucson, Arizona 85704
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(Address of Principal Executive Offices Including Zip Code)
(520) 575-5745
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(Registrant's Telephone Number)
FifthCai, Inc.
10245 East Via Linda, Suite 220, Scottsdale, AZ 85285
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(Former name or former address, if changed since last report.)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On September 29, 2000 a change in control of Fifthcai, Inc. occurred
pursuant to the Agreement and Plan of Reorganization between Fifthcai, Inc. and
OrderPro Logistics, Inc. an Arizona corporation. As agreed by all the
shareholders of both companies, Fifthcai, Inc acquired 100% of the stock of
OrderPro Logistics plus $150,000 in exchange for 4,660,000 newly issued shares
of Fifthcai, Inc. The majority shareholder of Fifthcai, Inc. also cancelled and
returned 4,800,000 shares to Fifthcai, Inc.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 29, 2000 the Board of Directors of OrderPro Logistics, Inc.
and 100% of the shareholders agreed to transfer 100% of their shares plus
$150,000 to Fifthcai, Inc. for 4,660,000 newly issued shares of Fithcai common
stock.
ITEM 5. OTHER EVENTS
On October 3, 2000 the First Article of the registrant's Articles of
Incorporation was amended changing the name of the registrant to OrderPro
Logistics, Inc.
ITEM 6. RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS
On October 3, 2000 Mr. Edmond Lonergan , the registrant's sole officer and
director appointed Richard L. Windorski to the Board of Directors.
On October 3, 2000 the board accepted the resignation of Mr. Lonergan as a
Director and Officer effective immediately. Mr. Alvan W. Lafrenz was appointed
to fill the vacancy left by Mr. Lonergan's resignation. Mr. Windorski was
elected President and Chief Executive Officer and Mr. Lafrenz was elected
Secretary and Treasurer.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE BUSINESSES ACQUIRED. The audited financial
statements of OrderPro Logistics, Inc. are attached as Exhibit 99.3.
(b) PRO FORMA FINANCIAL INFORMATION. The unaudited pro forma consolidated
financial statements the merged Companies are attached as Exhibit
99.4.
(c) EXHIBITS.
Exhibit Description
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2 Agreement and Plan of Reorganization
17 Letter of Resignation
99.3 Audited Financial Statement of OrderPro Logistics, Inc.
99.4 Pro Forma financial Statement of the merged Companies
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized.
OrderPro Logistics, Inc.
October 12, 2000 By: /s/ Richard L. Windorski
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Richard L. Windorski,
Director and President
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