As Filed With the Securities and Exchange Commission on January 15, 2001
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ORDERPRO LOGISTICS, INC.
(Name of Small Business Company as Specified in its Charter as Amended)
FIFTHCAI, INC.
Former Name of Registrant
Nevada 4731 86-0982348
(State of (Primary Standard (IRS Employer
Incorporation) Industrial Classification No.) Identification No.)
7400 N. Oracle Road Suite 372
Tucson, AZ 85704
(Address of company's principal executive office
and principal place of business)
Richard L. Windorski
President and Chief Executive Officer
OrderPro Logistics, Inc.
7400 N. Oracle Road Suite 372
Tucson, AZ 85704
(520) 575-5745
(Name, address and telephone number of agent for service)
Copies to:
Carl P. Ranno, Esq.
2816 East Windrose Dr.
Phoenix, Arizona 85032
(602) 493-0369
Fax (602) 493-5119
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(C)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If the delivery of the prospectus is expected to made pursuant to Rule 434,
check the following box [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Proposed Proposed
Each Class of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Offered Registered per Unit (1) Offering Price Fee
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Common Stock
$.0001 par value 4,900,000 (2) $.30 $1,470,000 $367.50
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Common Stock
$.0001 par value
underlying convertible
debentures 166,667 (3) $.30 $ 50,000 $ 12.50
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Total 5,066,667 $1,520,000 $380.00
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(e) and based upon the price for the
common stock actually paid by the security holders.
(2) Represents the common stock issued to the existing security holders.
(3) Represents the common stock issuable upon conversion of the company's
convertible debentures.
The company hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the company shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
INVESTORS AS IDENTIFIED IN THIS PROSPECTUS MAY NOT SELL THE RESTRICTED COMMON
SHARE NOR SECURITIES UNDERLYING THE CONVERTIBLE DEBENTURES AND OPTION UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, OF
WHICH THIS PROSPECTUS IS A PART, IS DECLARED EFFECTIVE. THIS PROSPECTUS SHALL
NOT CONSTITUTE AN OFFER TO SELL THESE SECURITIES OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE WHERE THE
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITY LAWS OF ANY SUCH STATE.
PROSPECTUS
ORDERPRO LOGISTICS, INC.
5,066,667 shares of Common Stock
$0.0001 par value
THE OFFERING:
This offering relates to the possible sale, from time to time, by certain
stockholders of OrderPro Logistics, Inc. of up to 5,066,667 shares of common
stock of OrderPro Logistics, Inc.
MARKET FOR THE SHARES;
The common stock of OrderPro Logistics, Inc. does not have an established
trading market at this time.
THIS INVESTMENT IN OUR COMMON STOCK INVOLVES RISK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS ISTRUTHFUL OR COMPLETE. ANY REPRESENTATIONS TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY __, 2001
<PAGE>
Reliance should only be on the information contained in this document or that
which we have referred to you. The company has not authorized anyone to provide
you with information that is different. The information contained in this
document may only be accurate on the date of the document and delivery of this
prospectus and any sale made by this prospectus does not imply that there have
not been changes in the affairs of the company since the date of this
prospectus. This prospectus does not constitute an offer or solicitation by
anyone in any state in which such offer, solicitation or sale is not authorized
or in which the person making such offer, solicitation or sale is not qualified
to do so or to any one to whom it is unlawful to make such offer, solicitation
or sale.
TABLE OF CONTENTS
Page
----
Prospectus Summary 3
Risk Factors 5
Use of Proceeds 9
Market for Common Stock and Related Shareholder Matters 9
Dividend Policy 9
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Available Information 13
Business of OrderPro Logistics, Inc. 14
Description of Properties 16
Legal Proceedings 16
Management 17
Executive Compensation 18
Employment and Related Agreements 18
Certain Relationships and Related Transactions 18
Security Ownership of Certain Beneficial
Owners and Management 19
Selling Shareholders 20
Plan of Distribution 21
Description of Securities 22
Legal Matters 22
Experts 22
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 22
Financial Statements 23
Until April __, 2001, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
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PROSPECTUS SUMMARY
THIS SUMMARY CONTAINS SELECTED INFORMATION CONTAINED IN OTHER PARTS OF THIS
PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS.
ORDERPRO LOGISTICS, INC..
OFFICES
The company's office and principal place of business is located at 7400 N.
Oracle Road Suite 372, Tucson, AZ 85704 and our telephone number is (520) 575
5745
OUR BUSINESS
OrderPro Logistics, Inc. was incorporated in the state of Arizona on May 12,
2000. The company had no operations until July 2000. On September 29, 2000 the
company 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" as
well as Business Of OrderPro Logistics, Inc.)
Our company has two business segments, freight brokerage and on-site logistics
management services. These two areas are to be fully integrated with the use of
the Internet and the proprietary OrderPro software. The company 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
and consultation.
OUR OBJECTIVE
Our primary objective is to utilize the company'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. The Company'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. 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 the freight brokerage segment of the business comes from
numerous existing and new freight brokers. All of the companies that provide
freight transportation services are potentially competitors of the company.
In the logistics segment, most of the existing companies in this industry are
large organizations going after 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 because of the advantage of
our product.
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OUR CURRENT FINANCIAL AND CASH FLOW POSITION
The company has sustained a net loss of $24,863 on revenues of $465,937 for its
first three months of operations ending September 30.. Our cash flow position at
the end of our first quarter of operations was $41,456. The company used $35,385
for operations during our first three months ending September 30, 2000. As of
September 30, 2000, the assets exceed the liabilities of the company by
$140,712.
SELLING SHAREHOLDERS
A list, which discloses all the shares being registered and the people or
entities that own them appear in the "Selling Shareholders" section of this
prospectus.
THE OFFERING
Shares of common stock (restricted Rule 144) outstanding
and fully diluted as of December 27, 2000 4,900,000
Common shares offered by the selling shareholders 5,066,667
(includes the restricted shares)
RISK FACTORS
An investment in our common stock involves risks. You should invest in our stock
only if you are able to afford a total loss of your investment. For more
information regarding these risks, please read the detailed discussion found in
"Risk Factors".
OUR TRADING SYMBOL
The common stock of OrderPro Logistics, Inc. does not have an established
trading market at this time.
SUMMARY FINANCIAL INFORMATION
The following sets forth selected financial information for the company as
presented in our Financial Statements.
From Inception to
July 31, 2000 September 30, 2000
------------- ------------------
(audited) (unaudited)
STATEMENT OF OPERATIONS DATA
Revenue $ 168,175 $ 465,937
Net Income (Loss) 7,336 (24,863)
Net Income (Loss) per share $ 0.01 $ (.01)
BALANCE SHEET DATA
Total Assets $ 240,749 $ 447,153
Total Current Liabilities $ 137,920 306,441
Stockholders Equity $ 102,829 $ 140,712
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RISK FACTORS
THE SHARES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK AND ARE VERY
SPECULATIVE. THE PEOPLE PURCHASING THESE SHARES SHOULD ONLY DO SO IF THEY CAN
AFFORD A COMPLETE LOSS OF THEIR INVESTMENT. BEFORE INVESTING INORDERPRO
LOGISTICS, INC. YOU SHOULD CAREFULLY REVIEW AND CONSIDER THE FOLLOWING RISK
FACTORS AND THE OTHER INFORMATION FOUND IN THIS PROSPECTUS. WE CANNOT PREDICT
OUR SUCCESS BECAUSE OUR BUSINESS MODEL IS UNPROVEN AND WE HAVE BEEN IN BUSINESS
ONLY A SHORT PERIOD OF TIME.
Our business model relies on the ability to acquire freight transportation
services at or below the prevailing market rate and to increase our customer
base for third party logistics services. Since we only began operations in July
2000, we have a limited operating history, which makes it difficult to evaluate
our performance. Our business model is designed to achieve lower freight costs
for our customers through freight consolidation, rapid payment and providing
back hauls to carriers. These freight services are combined with our ability to
provide management with reporting from our web based order management system.
These reports are beneficial to the management of customers businesses. If we
are not able to successfully address these risks, we will not be able to grow
our business, compete effectively or achieve profitability. The risks and
uncertainties described herein are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also affect our business operations. If any of
these risks actually occur, our business, financial condition or results of
operations could be seriously harmed. In that event, the market price of our
common stock could decline and you may lose all or part of your investment.
Our market share and revenues would suffer if we were not able to compete
effectively for customers with established and new transportation brokers and
third party logistics providers (and other suppliers of transportation services)
Competition for customers is intense. We currently compete or expect to compete
for customers with the following types of companies that provide freight
brokerage and/or third party logistics services:
* Freight Brokers.
* Third Party Logistics Providers
* Truckload motor carriers.
* Less Than Truckload (LTL) motor carriers
* Private Fleets
* Railroads
* Inter-modal companies
* Freight forwarders
* Internet Load Matching Services
* Internet Exchanges
OUR REVENUES WOULD SIGNIFICANTLY DECREASE IF WE LOSE KEY CUSTOMERS OR FAIL TO
DEVELOP ADDITIONAL LOGISTIC CUSTOMERS.
The foundation of our business plan is to continue to service our existing
customer base and to acquire long-term contracts with new customers for third
party logistics and freight brokerage services. If we are unable to retain
current customers our revenues would decrease and we would not be able to fund
our operations. If we were unable to increase our customer base for both freight
brokerage and third party logistics customers we would not be able to fulfill
the revenue projections in our business plan.
IF GENERAL ECONOMIC CONDITIONS NEGATIVELY AFFECT CLIENTS WE SERVE, OUR AVAILABLE
REVENUE BASE MAY BE ADVERSELY AFFECTED.
In the event of a slowdown in the manufacturing segment of the economy our
existing and future revenue base would be impacted. This could have a material
adverse effect on the Company's ability to perform the business plan, achieve
profitability or continue in business.
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AN INCREASE IN THE COST OF FUEL, ESPECIALLY DIESEL FUEL, COULD HAVE A NEGATIVE
IMPACT ON OUR COMPANY BY INCREASING OUR COSTS AND DECREASING OUR OPERATING
MARGIN.
Increased energy costs in the trucking industry could have a material adverse
effect on the Company. In the past sharp increases in fuel costs have been at
least partially passed on to our customers through increased rates or
surcharges. However, there is no assurance that the Company will be able to
recover increased costs through increased rates in the future.
WE MAY LOSE CUSTOMERS IF THE FREIGHT CARRIERS WE HIRE DELIVER UNSATISFACTORY
SERVICE.
If the contract carriers we hire to move the freight do not perform at the level
necessary to satisfy our clients we could lose clients. If we are not able to
provide clients with the level of service they expect it could have a material
adverse impact on our ability to perform the business plan, achieve
profitability or continue in business.
AN INCREASE IN FREIGHT COSTS COULD ADVERSELY IMPACT OUR MARGINS.
Increased freight costs could have a material adverse effect on the Company.
When we enter into long-term (generally 3 year) contracts with our third party
logistics clients we establish a base rate for the cost of freight services. If
freight costs increase our operating margins could decrease and have a
significant effect on the earnings of the Company.
Increased freight costs could limit our ability to service our client base. If
we are unable to recapture increased freight costs it may be wise and prudent to
decline providing services.
WE MAY NOT BE ABLE TO PROVIDE FREIGHT SERVICES TO OUR CUSTOMERS IF CARRIERS
RAISE THEIR RATES OR STOP DOING BUSINESS WITH US.
The nature of our business requires that others provide the transportation
services necessary to fulfill our business obligations. Significant rate
increases by carriers that could not be passed along to our customers would
result in a negative and adverse condition which would necessitate that the
company stop providing freight services to our customers. Business conditions
could exist for carriers where they no longer chose to provide freight services
either to the industry or to the company. If we did not or could not provide
freight services to our customers it would have a material adverse effect on the
company's revenues, profitability, and ability to execute the business plan.
THE COMPANY HAS TO HIRE QUALIFIED PERSONNEL IN OUR LOGISTIC AND FREIGHT
BROKERAGE SEGMENTS TO SERVICE OUR ACCOUNTS
The company's revenues derive from the services that the employees perform.
Clients expect the company's employees to possess significant levels of
knowledge, skills and abilities. Executing the business plan requires that we
hire people who are qualified to perform their individual functions. If we are
not able to hire qualified people we could lose existing clients and be unable
to acquire new clients.
6
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THE COMPANY IS IN NEED OF CAPITAL IN ORDER TO IMPLEMENT ITS BUSINESS PLAN AND
REACH PROFITABILITY.
The company requires significant capital to fund its growth including regional
and national expansion of our market base, priority servicing by our carrier
base and continued development of the proprietary software. It is necessary to
have the capital to attract and retain employees, attract and retain customers,
attract and retain carriers, and to attract and retain outside service
providers. It is necessary to have the capital to develop relationships with
banks and other debt funding entities. It is necessary to have the capital to
commit to additional sites for operational efficiency. If we are not able to
secure adequate equity funding, we will not be able to grow our business,
compete effectively or achieve profitability. If the business plan cannot be
implemented our financial condition or results of operations could be seriously
harmed.
An integral part of the business plan is that we can gain a competitive
advantage in service and/or cost by paying carriers at the time they complete
their services. Our initial ability to rapidly pay these carriers is entirely
dependent upon receiving equity funding.
The revenue and margin growth projected in the business plan is dependent on the
company's ability to expand its market scope. To achieve revenue and margin
growth it will be necessary to increase the efficiency of providing specialized
services to our customer base. These efficiencies will be increased both through
the use of the company's proprietary software and through developing new or
acquiring existing companies that provide such specialized services. If we are
not able to secure adequate equity funding, we will not be able to grow our
business, compete effectively or achieve profitability.
Successful performance of the business plan is contingent on completion of the
proprietary software program. Failure to complete the software will have a
negative impact on the Company's ability to achieve the revenue and margins
indicated in the business plan. . If we are not able to secure adequate equity
funding, we will not be able to complete the development of the software, grow
our business, compete effectively or achieve profitability.
GOVERNMENT REGULATIONS COULD HAVE A NEGATIVE IMPACT ON THE COMPANY'S ABILITY TO
REACH PROFITABILITY.
The trucking industry is subject to possible regulatory and legislative changes
that may affect the economics of the industry by requiring changes in operating
practices or by changing the demand for common or contract carrier services or
the cost of providing transportation services. These future regulations may
unfavorably affect the company's operations and profitability.
THE COMPANY IS STILL IN A STARTUP PHASE
There can be no assurance that the company will be successful with any of its
services. There can be no assurance that the company can manage the related,
marketing, sales, licensing and customer support operations in a profitable
manner. In particular, the company's prospects must be considered in light of
the problems encountered by any company in a startup phase. These problems could
be product development and formulation, testing, quality control, management,
sales, marketing and unanticipated additional costs. Any one of these problems
could have a material adverse effect on the company's operations.
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THE COMPANY IS DEPENDENT ON KEY PERSONNEL
The company's success and execution of its business strategy will depend
significantly upon the continuing contributions of, and on its ability to
attract, train and retain qualified personnel. In this regard, the company is
particularly dependent upon the services of Mr. Richard L. Windorski, 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. Mr. Alvan W. Lafrenz is a Director on the Board,
Corporate Secretary and Treasurer, and serves as Chief Financial Officer. He is
a licensed Certified Public Accountant and has experience in the freight
brokerage industry. His operational responsibilities include financial and human
resource management. Mr. Robert Kuchowicz is Logistics Operations Manager and
has over 35 years experience in the engineering, manufacturing and material
management industries. Lynn Windorski has over five years experience in the
freight brokerage business and is a Microsoft Certified Professional. She is in
charge directing software development and Website management. The loss of the
services of one or more of the company's key employees and the failure to
attract, train and retain additional qualified personnel in a timely manner
could have a material adverse effect on the company's business.
A FEW SHAREHOLDERS, BECAUSE OF THE CONCENTRATION OF STOCK OWNERSHIP, WOULD BE
ABLE TO EXERCISE CONSIDERABLE INFLUENCE OVER ALL MATTERS REQUIRING SHAREHOLDER
APPROVAL
The company's existing directors, executive officers, and their respective
affiliates are the beneficial owners of approximately 60% of the outstanding
shares of our common stock. As a result, the company's existing directors,
executive officers, principal shareholders and their respective affiliates, if
acting together, would be able to exercise significant influence over all
matters requiring shareholder approval, including the election of directors and
the approval of significant corporate transactions. Such concentration of
ownership may also have the effect of delaying or preventing a change in control
of the company. These shareholders may have interests that differ from other
shareholders of the company, particularly in the context of potentially
beneficial acquisitions of the company. For example, to the extent that these
shareholders are employees of the company, they may be less inclined to vote for
acquisitions of the company involving termination of their employment or
diminution of their responsibilities or compensation.
BECAUSE OUR STOCK WILL PROBABLY BE CLASSIFIED AS "PENNY STOCK", INVESTORS MAY
EXPERIENCE DELAYS AND OTHER DIFFICULTIES IN THEIR ATTEMPTS TO TRADE IN OUR STOCK
Trading in our stock will be subject to the "Penny Stock Rules" which require
brokers to provide additional disclosure in connection with any trades of "penny
stock". The broker must deliver, prior to the trade, a disclosure describing the
penny stock market and the risks associated with that market. The "penny stock"
regulations could limit the ability of brokers to sell and purchasers to buy the
shares offered in this prospectus. The company's stock will be subjected to the
"Penny Stock" rules until its market price reaches a minimum $5.00 per share,
subject to certain exceptions. Our stock will most likely be traded and quoted
on the Over the Counter Bulletin Board which could cause some difficulty in
disposing of the stock and getting accurate quotes on its market price.
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USE OF PROCEEDS
New shares of the company's common stock will not be offered as a result of this
prospectus. The company raised $318,150 through the sale of its securities to
investors. In November 2000, the Company authorized the issuance of a $50,000
convertible debenture with interest payable quarterly at 10 percent per annum as
long term debt. The debenture is convertible to stock of the company at a rate
of one share for each thirty cents converted. The debenture matures in the
fourth calendar quarter of 2002. The company will issue 166,667 common shares in
that the holder has elected to convert the debt. The company has not paid
interest expense in that it is not due. All of the funds representing the debt
and equity received by the company have been used as working capital.
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The common stock of OrderPro Logistics, Inc. does not have an established
trading market at this time.
All shares issued by the Company are "restricted securities" within the meaning
of Rule 144 under the 1933 Act. Ordinarily, under Rule 144, a person holding
restricted securities for a period of one year may, every three months, sell in
ordinary brokerage transactions or in transactions directly with a market maker
an amount equal to the greater of one percent of the Company's then-outstanding
Common Stock or the average weekly trading volume during the four calendar weeks
prior to such sale. Future sales of such shares could have an adverse effect on
the market price of the Common Stock.
HOLDERS
As of December 30, 2000 there were a total 30 shareholders that currently hold
restricted securities only. There are no other shareholders nor are any of the
shares "free-trading".
DIVIDEND POLICY
The company has not paid any dividends on its common stock. The company
currently intends to retain any earnings for use in its business, and therefore
does not anticipate paying cash dividends in the foreseeable future.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
company's financial statements, including the notes thereto, appearing elsewhere
in this prospectus.
FORWARD LOOKING STATEMENTS
Certain statements made in this prospectus relating to trends in the company's
business, as well as other statements including words such as "believe",
"expect", "estimate", "anticipate", and similar expressions, constitute forward
looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All forward-looking statements are inherently uncertain as they are
based on current expectations and assumptions concerning future events or future
performance of the company. The matters referred to in these forward looking
statements that could be affected by the risks and uncertainties include, but
are not limited to, the effect of general economic and market conditions,
including downturns in customers' business cycles, the availability and cost of
qualified shippers, the availability and price of diesel fuel, the impact and
cost of government regulations and taxes on the operations of the business,
competition, as well as certain other risks described herein. Subsequent written
and oral forward looking statements attributable to the company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements in this paragraph and elsewhere herein.
OVERVIEW
OrderPro Logistics, Inc. (formerly FifthCAI, 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. The Company's year-end is December 31.
FifthCAI, Inc. was incorporated on February 2, 2000 and had only limited
operations until the reverse acquisition with OrderPro Logistics on September
29, 2000. In conjunction with the reverse acquisition, FifthCAI, Inc.
transferred 4,660,000 shares to the former stockholders of OrderPro Logistics
and changed its name to OrderPro Logistics, Inc. The original shareholders of
FifthCAI retained 240,000 common shares.
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SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following consolidated financial information should be read in conjunction
with "Management's Discussion and Analysis" and the audited financial
statements, of July 31, 2000 as in conjunction with the unaudited statement of
September 30, 2000, including the notes to the statements. We believe that the
statements contain all normal recurring adjustments necessary to present a fair
presentation of our financial information. The financial results of the quarter
ended September 30, 2000 should not be indicative of the results that may occur
for the entire fiscal year ending December 31, 2000.
From Inception to
July 31, 2000 September 30, 2000
------------- ------------------
(audited) (unaudited)
STATEMENT OF OPERATIONS DATA
Revenue $ 168,175 $ 465,937
Net Income (Loss) 7,336 (24,863)
Net Income (Loss) per share $ 0.01 $ (.01)
BALANCE SHEET DATA
Total Assets $ 240,749 $ 447,153
Total Current Liabilities $ 137,920 306,441
Stockholders Equity $ 102,829 $ 140,712
REVENUES AND OPERATING MARGINS
The company reported a net loss of $24,863 on revenues of $465,937 in the three
months of operation from July 1, 2000 through September 30, 2000. Revenues for
the period are less than anticipated due to a dramatic decline from one of the
company's largest customers. The company continues to provide limited brokerage
services to the customer but does not believe that the customer will return to
its previous revenue levels unless they are able to solve their internal
problems. The company's 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 the
third quarter of 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. Additionally,
management was deeply involved in effectuating the reverse merger during the
third quarter of 2000. At the end of the quarter management began an aggressive
marketing strategy designed to add additional customers to the revenue base.
During November and December multi-year contracts were signed with two new
logistics customers. Also, during October 2000 a new customer was added to the
freight brokerage segment of the business. Each of these customers have a
nation-wide presence and management believes that it will increase both the
revenue base and the operating margin. Hence, management expects improved
operating results during the year 2001.
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OPERATING EXPENSES
During the third quarter 2000 (the first quarter of operations by the company)
operating expenses reflected the costs associated with funding company growth
and effectuating the reverse merger. 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. Employee costs
reflect the addition of the new personnel necessary to effectively manage and
operate the company 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, the company has
entered into a contract with outside sources. The increased functionality that
the software will provide is a key element in the company's marketing and
business development strategy.
FINANCIAL CONDITION
During the third quarter, 2000 the company began the process of increasing
equity capital to fund the growth of the company. The company's strategic plan
requires additional capital to gain market advantage with both carriers and
customers. Significant costs have been incurred in the development of the
proprietary software and it is expected these costs to increase dramatically
during the fourth quarter, 2000. 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
segment of the 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 the third quarter 2000 a net $69,882 was raised in the
sale of stock and $84,080 was loaned to the company founder. The loan to the
founder will be fully repaid before the end of January, 2001. During the fourth
quarter the company raised an additional $50,000 through the sale of 10% a
convertible debenture. The debenture is convertible into 166,667 common shares
of stock at $.30 per share. If additional capital were not provided to the
Company it is believed that full implementation of the strategic plan would be
in jeopardy.
SEASONALITY
The company does not experience seasonal fluctuation other than weather related
slowdowns.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $1,383 and $41,451 at July 31 and September 30
2000, respectively. Net cash used by operations was $(17,490) for the period
ended July 31, 2000 compared to net cash provided by operations of $9,054. For
the period ended September 30, 2000, the net cash used by operations was
$(35,385).
During the period ending July 31, 2000 and September 30, 2000, the company
raised $10,000 and $80,082 from the sale of common stock. On November 7, 2000 a
private placement of Convertible Debentures had been funded in the amount of
$50,000. As a result of these proceeds, the Company has working capital (current
assets less current liabilities) of $102,829 as of July 31, 2000 and working
capital of $140,712 as of September 30, 2000.
To date, the company has financed its operations principally through the sales
its services as well as the sale of stock and the placement of a Convertible
Debenture. The company believes that it has and will have sufficient cash flow
to continue its operations through June 30, 2001. The Company 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, the company may
look to these public and private sources of financing. There can be no
assurance, however, that the company 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.
The company's working capital and other capital requirements during the next
fiscal year and thereafter will vary based on the sales revenue generated by the
company.
There can be no assurance that additional public or private financing, including
debt or equity financing will be available as needed, or, if available, on terms
favorable to the company. 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 the company's existing common stock.
Furthermore, debt financing, if available, will require payment of interest and
may involve restrictive covenants that could impose limitations on the operating
flexibility of the company. The failure of the company to successfully obtain
additional future funding may jeopardize the company's ability to continue its
business and operations.
AVAILABLE INFORMATION
The company is subject to the reporting requirements of the Securities Exchange
Act of 1934 (the Exchange Act). We have filed this Registration Statement, which
includes this prospectus and exhibits, electronically with the Securities
Exchange Commission under the Securities Act of 1933 as amended (the Act). This
prospectus omits certain information contained in the Registration Statement on
file with the Commission pursuant to the Act and the rules and regulations of
the Commission. This Registration Statement, including the exhibits, may be
reviewed and copied at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington D.C. 20549. Copies of
the Registration Statement and the exhibits can be obtained by mail, for a
proscribed fee, from the Public Reference Branch of the Commission at 450 Fifth
Street, N.W. Washington D.C. 20549. The Commission also maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding our filings including this Registration Statement and its
exhibits that were file electronically with the Commission at
http://www.sec.gov. All the filings of our company may be reviewed at said
Internet site. The company also maintains an Internet site at
www.orderprologistics.com
13
<PAGE>
BUSINESS OF ORDERPRO LOGISTICS, INC.
HISTORY AND PRODUCTS
OrderPro Logistics Inc. is a Nevada corporation with corporate headquarters
located in Tucson, Arizona. During September 2000 OrderPro Logistics, Inc (an
Arizona Corporation) merged with FifthCAI, Inc. (a Nevada corporation) and
changed the name of FifthCAI, Inc. (NV) to OrderPro Logistics, Inc. (NV).
Operations of the business activities began July 1, 2000.
Our company was created to capture the potential of the Internet IN the
transportation and logistics business employing new and innovative processes.
The company has two business segments, freight brokerage and on-site logistics
management services. These two areas are to be fully integrated with the use of
the Internet and the proprietary OrderPro software.
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.
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 and consultation.
The company is 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 the company gives both OrderPro
Logistics, Inc. and their customers a competitive edge in the market place. The
company'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. The
Company's ability to partner with their customers is entirely unique within the
transportation industry. This unique arrangement with our customers will allow
the Company to expand market share at a rate in excess of that which would
normally be expected under more conventional supplier/vendor circumstances.
TARGET MARKETS AND DISTRIBUTION
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, the
company will take advantage of the prospect base for both our services and
products. There are thousands of manufacturers and distribution companies
comprising this prospect base. The company will offer much of its freight
shipment business to the trucking "have-nots", those without Internet
capability. We will provide these carriers with a competitive level playing
field when they work within our system. The company will demonstrate to its
customers how hidden profits exist for their enterprise when our expertise and
proprietary software is brought into play. We have concentrated on small to
medium sized manufacturers in the mid-western United States and we will be
expanding throughout the southeastern and western United States during 2001. The
current market potential for our services is believed to be about $450,000,000
by virtue of our offering third party logistics in combination with leading edge
technology via the Internet.
14
<PAGE>
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, the Company has added two new manufacturing
businesses as logistics clients. These new customers will provide the initial
volume of business to achieve the growth plan for 2001.
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 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.
Our company will utilize our in-house sales and marketing group as well as key
national distributors to sell our services.
COMPETITION
Primary competition for the freight brokerage segment of the business comes from
numerous existing and new freight brokers. Due to the low barriers for entry
many new non-asset based freight brokers have entered the marketplace. Most of
these competitors are limited to freight matching or load bidding Website.
All of the companies that provide freight transportation services are
potentially competitors of the company.
In the logistics segment, most of the existing companies in this industry are
large organizations going after 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 because of the advantage of
our product.
PATENTS, TRADEMARKS AND LICENSES
The company has applied for trademark protection on the name "OrderPro
Logistics".
15
<PAGE>
COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS
The company is not subjected to environmental laws and regulations, however many
of our customer may be and as such the laws and regulations could have an
indirect effect on our company.
RESEARCH AND DEVELOPMENT EXPENDITURES
The company has spent, as of December 31, 2000, the sum of $61,773 and will
spend another $131,139 over the next fiscal year in the research and development
of our proprietary software.
EMPLOYEES
The company has 10 full-time employees. The company has no collective bargaining
agreements with its employees. The company believes that its employee
relationships are satisfactory.
DESCRIPTION OF PROPERTIES
The company's current facilities, located in the Northwest Corporate Center,
7400 North Oracle Road, Tucson, Arizona are expected to be adequate through
2001. 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 the company grows.
The monthly lease payment is $3,521 with annual escalations through May 31,
2003.
LEGAL PROCEEDINGS
The company's management feels that, to the best of its knowledge, there are no
material litigation matters pending or threatened against it or its property.
16
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the current directors and
executive officers of the company and the principal offices and positions with
the Company held by each person. The executive officers of the company 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
Alvan W Lafrenz 51 Secretary/Treasurer, Chief Financial Officer, Director
Robert Kuchowicz 59 Logistics Operations Manager
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. Alvan W. Lafrenz is a Director on the Board, Corporate Secretary and
Treasurer, and serves as Chief Financial Officer. He is a licensed Certified
Public Accountant and has experience in the freight brokerage industry. Mr.
Lafrenz holds a Bachelor of Science-Accounting and a Bachelor of Science-Finance
(cum laude) from The University of Arizona. His operational responsibilities
include financial and human resource management.
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 the company.
There are currently no committees on the Board of Directors.
17
<PAGE>
EXECUTIVE COMPENSATION
The following sets forth the annual compensation of the company's Chief
Executive Officer for the fiscal year ended December 31, 2000. No officer or
employee of the company receives annual compensation of more than $100,000.
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------
Annual Compensation Awards Payouts
----------------------------------- ---------- ---------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Year Salary($) Bonus($) Compensation($) Awards($) Options/SARs(#) Payouts($) Compensations($)
---- --------- -------- --------------- --------- --------------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard Windorski 2000 $48,000 $0 $0 $0 -- $0 $0
</TABLE>
There were no options or grants during or at fiscal year end 2000.
COMPENSATION OF DIRECTORS
Directors of the Company do not receive any cash compensation, but are entitled
to reimbursement of their reasonable expenses incurred in attending directors'
meetings.
EMPLOYMENT AND RELATED AGREEMENTS
The company has no Employment Agreements.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The laws of the State of Nevada and the company's Bylaws, as amended, provide
for indemnification of the company's directors, officers and agents for
liabilities and expenses that they may occur in said capacities. Generally,
directors and officers are indemnified with respect to actions taken in good
faith in a manner reasonably believed to be in, or not opposed to, the best
interest of the company, and with respect to any criminal action or proceeding
that the indemnitee had no reasonable cause to believe was unlawful.
The company has been advised that in the opinion of the Securities and Exchange
Commission, indemnification for liabilities arising under the Act is against
public policy as expressed in the Act and is, therefore, unenforceable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As part of the formation of the company, Mr. Richard L. Windorski, the major
beneficial shareholder President and CEO contributed furniture, property and
other assets to the company in exchange for common stock of the company.
18
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the company's Common Stock as of the date of this prospectus by:
(i) each stockholder known by the company to be the beneficial owner of more
than five percent of the outstanding Common Stock, (ii) each director of the
company and (iii) all directors and officers as a group. The percentages shown
are based on the 4,900,000 shares of common stock outstanding as of the date of
this prospectus.
All those named in the following table can be contacted through OrderPro
Logistics, Inc 7400 N. Oracle Road Suite 372, Tucson, AZ 85704
Number of Percentage
Name Shares (1) Beneficially Owned
---- ---------- ------------------
Richard L.Windorski(2) 2,812,000 57.3%
Alvan W.Lafrenz 200,000 4.1%
RER Consulting, Inc.(3) 245,000 5%
Econometric Consultants, Inc.(3) 245,000 5%
All officers and directors
as a group (2 persons) 3,012,000 61.4%
----------
1 Except as otherwise indicated, the company believes 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
the company and have acted in that capacity since the company's inception.
19
<PAGE>
SELLING SHAREHOLDERS
The following table sets forth the number of shares of common stock the selling
shareholders may offer for sale from time to time. The office or material
position held by a selling shareholder now or within the past three years is
indicated. The percentage owned after the offering is not indicated unless it
exceeds 1% of the class of shares.
<TABLE>
<CAPTION>
Shares of Common
Amount of Stock Being Offered Shares of Common
Beneficial Ownership Pursuant to Stock Beneficially
Prior to this Offering this Prospectus Owned After this Offering
---------------------- --------------- -------------------------
Selling Shareholder Number Percent Number Percent
------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
OP Logistics L.P (2) 2,812,000 57.3 2,812,000 2,812,000 55.49
RER Consulting, Inc (3) 245,000 5.0 245,000 245,000 4.8
Econometric Consultants, Inc.(3) 245,000 5.0 245,000 245,000 4.8
Alvan W.Lafrenz (2) 200,000 4.1 200,000 200,000 3.9
John Sweariningen 80,000 1.6 80,000 80,000 1.57
Genevieve Attarian 80,000 1.6 80,000 80,000 1.57
Kathleen K. Yasick 25,000 25,000 25,000
Lynn M. Windorski 25,000 25,000 25,000
Lori R. Cochran 25,000 25,000 25,000
Sarah J. Proctor 25,000 25,000 25,000
Emilie Milligan 60,000 1.2 60,000 60,000 1.18
Sondra Lafrenz 50,000 1.02 50,000 50,000
Academic Experties S.R.L. 100,000 2.04 100,000 100,000 1.97
Business and Sciences S.R.L. 100,000 2.04 100,000 100,000 1.97
West Side Securities, S.A. 100,000 2.04 100,000 100,000 1.97
International Management
Securities, S.A. 100,000 2.04 100,000 100,000 1.97
World Fund of Investments S.A. 100,000 2.04 100,000 100,000 1.97
James K. Larrington Corporation 10,000 10,000 10,000
Joel K. Windorski 5,000 5,000 5,000
Wallace A. Jacobsen 6,750 6,750 6,700
Mark and Karen Senden 6,750 6,750 6,700
Richard and Mary Jo Valentino 6,000 6,000 6,000
Richard and Sandra Valentino 16,750 16,750 16,750
Rex Cochran 16,750 16,750 16,750
Rex W. Cochran 40,000 40,000 40,000
Heather M. Honert 80,000 1.63 80,000 80,000 1.57
Corporate Architects Inc.(4)(7) 127,500 2.6% 127,500 127,500 2.5
Ken R. Lew(4)(5)(7) 30,000 30,000 30,000
KL Professional Consulting(4) 22,500 22,500 22,500
Carl P. Ranno(4)(7) 60,000 1.22 60,000 60,000 1.18
Corporate Financial Ventures, LLC(6)(7) 166,667 166,667 3.29
Total 5,066,667
</TABLE>
----------
(1) All of these shares are currently restricted under Rule 144 of the Act.
(2) Indicates shares issued to the officers and directors
(3) Indicates common shares issued, in lieu of cash, for consulting services
rendered.
(4) Indicates common shares retained by original shareholders of FifthCAI, Inc.
(5)Mr. Lew is also the beneficial owner of KL Professional Consulting.
(6) Indicates common shares issuable upon conversion of a convertible debenture
due October 31, 2001. The conversion rate is $.30 per share and the annual
interest rate is 10%.
(7) The partners of Corporate Financial Ventures are Mr. Ed Lonergan, the
beneficial owner of Corporate Architects, Inc., Mr. Ken Lew and Mr. Carl
Ranno.
20
<PAGE>
PLAN OF DISTRIBUTION
The securities are not being offered through an underwriter. The shares may be
offered for sale, from time to time, by the security holders their assigns,
successors or pledgees. The sales may be offered pursuant to this prospectus on
any stock exchange, trading facility or market wherein said securities are
traded. They may also be sold in a private transaction. All sales may be for a
fixed or negotiated price. The security holder may sell our securities in any of
the numerous transactions permitted by applicable law. Some of those methods of
sale include: ordinary broker transactions, block trades, direct sales to a
broker dealer as a principal or a partial sale through a broker-dealer at a
specific price. The selling shareholder may also sell our shares under the
Securities Act Rule 144 and not under this prospectus, if they meet the criteria
and conform to said rule.
The selling shareholders may utilize the services of a broker-dealer to
participate in the sale of the subject securities, which may include sales of
the securities to other broker-dealers. The broker-dealer may receive
commissions or discounts from the seller on the sale or sometimes from the
purchaser if they act as an agent for the purchaser. It is anticipated that the
commissions or discounts shall be customary for these types of transactions.
Under the Securities Act, the selling shareholders and the broker-dealers
involved in the sale of our securities may be "underwriters" within the meaning
of Section 2(11) of the Act, and any commissions received by these
broker-dealers or agents and any profits on the resale of the shares purchased
by them may be considered underwriting compensation under the Act.
Under the Exchange Act and its applicable regulations, any person engaged in the
distribution of the shares offered by this prospectus may not simultaneously
engage in market making activities with respect to the common stock of our
company during the applicable "cooling off" periods prior to the commencement of
such distribution. The selling shareholders will also be subject to applicable
provisions of the Exchange Act and its rules and regulations, including without
limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing of
sales and purchases of common stock by selling shareholders.
The company will pay all fees and costs associated with the registration of
these shares, however, it will not pay any commissions, discounts, underwriters
fees or fees for dealers or agents.
21
<PAGE>
DESCRIPTION OF SECURITIES
The authorized capital stock of the OrderPro Logistics, Inc. currently consists
of 100,000,000 shares of common stock, par value $.0001 per share.
Our company's transfer agent is Computershare Investor Services, 12039 West
Alameda Parkway, Suite Z-2, Lakewood, CO 80228.
The following summary of the capital stock of the company as set forth in the
following statements is not complete. These statements are subject to and
qualified in their entirety by the detailed provisions found in the company's
Articles of Incorporation with amendments and the company Bylaws.
There are 4,900,000 shares of common stock outstanding, as of the date of this
prospectus.
Holders of common stock are entitled to one vote per each share standing in
his/her name on the books of the company as to those matters properly before the
shareholders. There are no cumulative voting rights and a simple majority
controls. The holders of common stock will share ratably in dividends, if any,
as declared by the Board of Directors in its discretion from funds or stock
legally available. Common stock holders are entitled to share pro-rata on all
the company's assets after the payment of all liabilities, in the event of
dissolution. All of the outstanding shares of common stock are fully paid and
non-assessable and all the shares of common stock offered hereby will also be
fully paid and non assessable.
OPTIONS
As of the date of this prospectus there are no options authorized by the
company.
LEGAL MATTERS
Carl P. Ranno, Phoenix, Arizona, will pass upon the validity of the securities
offered hereby for OrderPro Logistics, Inc.
EXPERTS
The financial statements of OrderPro Logistics, Inc. audited and reviewed,
included herein and elsewhere in this registration statement, have been included
herein and in the registration statement in reliance on the report of James C.
Marshall, CPA, P.C., appearing elsewhere herein, and upon the authority of said
firm as experts in accounting and auditing.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There have been no disagreements with the accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.
22
<PAGE>
FINANCIAL STATEMENTS
ORDERPRO LOGISTICS, INC.
JULY 31, 2000 (AUDITED)
AND
THREE MONTHS ENDED SEPTEMBER 30, 2000
(UNAUDITED)
INDEX TO FINANCIAL STATEMENTS
Page
----
July 31, 2000
Independent Auditors' Report F-1
Consolidated Financial Statements
Balance Sheets F-2
Statements of Income F-3
Statements of Stockholders Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
September 30, 2000
Balance Sheets F-9
Statements of Operations F-10
Statements of Stockholders Equity F-11
Statements of Cash Flows F-12
Notes to Financial Statements F-13
23
<PAGE>
[LETTERHEAD OF JAMES C. MARSHALL, CPA, PC.]
Report of Independent Accountants
To the Board of Directors
OrderPro Logistics, Inc.
Tucson, Arizona
We have audited the accompanying balance sheet of OrderPro Logistics, Inc. as of
July 31, 2000 and the related statements of income, stockholders' equity and
cash flows for the period then ended. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
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
the 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 presents fairly, in
all material respects, the financial position of OrderPro Logistics, Inc. as of
July 31, 2000, and the results of its operations and its cash flows for the
period then ended in conformity with generally accepted accounting principles.
/s/ James C. Marshall, CPA, PC
Scottsdale, Arizona
September 8, 2000
F-1
<PAGE>
ORDERPRO LOGISTICS, INC.
BALANCE SHEET
JULY 31, 2000
ASSETS
Current Assets
Cash and cash equivalents $ 1,383
Accounts receivable - trade 155,410
--------
Current Assets 156,793
--------
Property and equipment, net of accumulated depreciation 83,848
Deferred tax asset 108
--------
Total Assets $240,749
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable $111,339
Accrued liabilities 24,565
Income taxes payable 2,016
--------
Current Liabilities 137,920
--------
Total Liabilities 137,920
--------
Stockholders' Equity
Common Stock - No par value, authorized 1,000,000 shares,
issued and outstanding 752,000 95,493
Retained Earnings 7,336
--------
Total Stockholders' Equity 102,829
--------
Total Liabilities and Stockholders' Equity $240,749
========
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
ORDERPRO LOGISTICS, INC.
STATEMENT OF INCOME
FOR THE PERIOD FROM INCEPTION TO JULY 31, 2000
Revenue $168,175
Direct cost of revenue 127,530
--------
Gross Profit 40,645
Expenses
Administrative costs 1,943
Amortization and depreciation 1,826
Rent and occupancy costs 8,354
Employee costs 19,278
--------
Total Costs 31,401
--------
Income before income taxes 9,244
Income tax expense 1,908
--------
Net Income $ 7,336
========
Income per common share $ 0.01
========
Weighted average shares outstanding 752,000
========
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
ORDERPRO LOGISTICS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION TO JULY 31, 2000
Common Stock
-------------------- Retained
Shares Amount Earnings Total
Balance at May 12, 2000,
date of incorporation 752,000 $ 95,493 $ 95,493
Net Income $ 7,336 7,336
------- -------- ------- --------
Balance at July 31, 2000 752,000 $ 95,493 $ 7,336 $102,829
======= ======== ======= ========
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
ORDERPRO LOGISTICS, INC.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION TO JULY 31, 2000
Income from operations $ 7,336
Adjustments to reconcile net income from operations
to net cash provided by (from) operating activities:
Deferred tax asset (108)
Amortization and depreciation 1,826
---------
Net cash provided by operations 9,054
---------
Changes in operating assets and liabilities
(Increase) in accounts receivable (155,410)
Increase in accounts payable 111,339
Increase in accrued liabilities 24,565
Increase in income taxes payable 2,016
---------
Net cash (used in) operating activities (17,490)
Cash Flows from Investing Activities
Acquisition of property and equipment (181)
---------
Net cash (used in) investing activities (181)
Cash flows from financing activities
Sale of Common Stock 10,000
---------
Net cash provided by financing activities 10,000
Net increase in cash and cash equivalents 1,383
Cash and cash equivalents at beginning of period --
---------
Cash and cash equivalents at end of period $ 1,383
=========
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
ORDERPRO LOGISTICS, INC.
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED JULY 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. The Company's year end
is December 31.
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. At July 31, 2000, 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,
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. The
remaining development costs related to completion of this asset is estimated to
be $200,000. The amounts expended for this programming and development are being
capitalized as an asset of the Company and depreciated over its estimated useful
life.
INCOME TAXES - Income taxes are accounted for under the 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.
F-6
<PAGE>
ORDERPRO LOGISTICS, INC.
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED JULY 31, 2000
(continued)
NOTE 3. - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Computers $13,772
Software and libraries 15,262
Internally developed software 45,341
Furniture and equipment 11,299
-------
85,674
Less: accumulated depreciation 1,826
-------
$83,848
=======
Depreciation expense for the period ended July 31, 2000 was $1,826.
NOTE 4. - INCOME TAXES
Income tax expense for the period ended July 31, 2000 includes the following
components:
Federal State Total
------- ----- -----
Current $ 1,276 $ 740 $ 2,016
Deferred credit (68) (40) (108)
------- ------- -------
$ 1,208 $ 700 $ 1,908
======= ======= =======
Income tax expense differs from amounts computed by applying the U.S. Federal
income tax annualized rate of 15% to earnings before income taxes as a result
of the following:
Computed "expected" tax expense $1,387
Increase in income taxes resulting from:
State income taxes, net of Federal income tax benefit 521
------
$1,908
======
The tax effects of temporary differences that give rise to a deferred tax asset
at July 31, 2000 is the excess of financial statement deduction over tax
amortization of organizational expenses. The deferred tax asset is $108 to be
recognized for tax purposes over the next 59 months.
F-7
<PAGE>
ORDERPRO LOGISTICS, INC.
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED JULY 31, 2000
(continued)
NOTE 5 - 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.
NOTE 6. - 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:
2000 $17,603
2001 43,478
2002 45,652
2003 19,406
NOTE 7 - STOCKHOLDERS' EQUITY
The Company has 1,000,000 shares of no-par value stock authorized and 752,000
shares outstanding at July 31, 2000.
F-8
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
BALANCE SHEET
SEPTEMBER 30, 2000
ASSETS
Current Assets
Cash and cash equivalents $ 41,456
Accounts receivable - trade 215,124
Due from officer and employee 86,945
---------
Current Assets 343,525
---------
Property and equipment, net of accumulated depreciation 87,628
Deferred tax asset 16,000
---------
Total Assets $ 447,153
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Accounts payable $ 271,736
Accrued liabilities 34,705
---------
Current Liabilities 306,441
---------
Total Liabilities 306,441
Stockholders' Equity
Common Stock - No par value, authorized 100,000,000
shares, issued and outstanding 4,900,000 490
Additional paid in capital 165,085
Retained Earnings (24,863)
---------
Total Stockholders' Equity 140,712
---------
Total Liabilities and Stockholders' Equity $ 447,153
=========
The accompanying notes are an integral part of these financial statements.
F-9
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
Revenue $ 465,937
Direct cost of revenue 383,869
-----------
Gross Profit 82,068
Expenses
Administrative costs 28,222
Amortization and depreciation 5,478
Rent and occupancy costs 15,629
Employee costs 73,602
-----------
Total Costs 122,931
-----------
Loss before income tax benefit (40,863)
Benefit of income taxes 16,000
-----------
Net Loss $ (24,863)
===========
Loss per common share $ (0.01)
===========
Weighted average shares outstanding 4,900,000
===========
The accompanying notes are an integral part of these financial statements.
F-10
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
Common Stock Additional
------------------- Paid In Retained
Shares Amount Capital Earnings Total
------ ------ ------- -------- -----
<S> <C> <C> <C> <C> <C>
Balance at February 2, 2000,
(date of incorporation) 5,040,000 $ 504 $ 996 $ 00 $ 1,500
Merger with OrderPro (140,000) (14) 94,207 00 94,193
Sale of Stock 00 00 69,882 00 69,882
Net Loss 00 00 00 (24,863) (24,863)
---------- ----- -------- -------- ---------
Balance at September 30, 2000 4,900,000 $ 490 $165,085 $(24,863) $ 140,712
========== ===== ======== ======== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-11
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2000
Loss from operations $ (24,863)
Adjustments to reconcile net income from operations
to net cash provided by (from) operating activities:
Deferred tax asset (16,000)
Amortization and depreciation 5,478
---------
Net cash provided/(used) by operations (35,385)
Changes in operating assets and liabilities
(Increase) in accounts receivable (215,124)
(Increase) in other receivables (86,945)
Increase in accounts payable 271,736
Increase in accrued liabilities 34,705
---------
Net cash (used in) operating activities (31,013)
Cash Flows from Investing Activities
Acquisition of property and equipment (7,613)
---------
Net cash (used in) investing activities (7,613)
Cash flows from financing activities
Proceeds from sale of common stock 80,082
---------
Net cash provided by financing activities 80,082
Net increase in cash and cash equivalents 41,456
Cash and cash equivalents at beginning of period 0
---------
Cash and cash equivalents at end of period $ 41,456
=========
The accompanying notes are an integral part of these financial statements.
F-12
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
NOTE 1 - THE COMPANY
OrderPro Logistics, Inc. (formerly FifthCAI, 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. The Company's year end is December 31.
FifthCAI, Inc. was incorporated on February 2, 2000 and had only limited
operations until the reverse acquisition with OrderPro Logistics on September
29, 2000. In conjunction with the reverse acquisition, FifthCAI, Inc.
transferred 4,660,000 shares to the former stockholders of OrderPro, cancelled
140,000 shares of stock then outstanding, and changed its name to OrderPro
Logistics, Inc. On a pro forma basis, had the merger occurred on February 2,
2000, the combined loss before income tax benefit would have been $1,300 greater
and the net loss would have been $800 more for a net loss of $25,663.
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. At September 30, 2000, 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,
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. The
remaining development costs related to completion of this asset is estimated to
be $200,000. The amounts expended for this programming and development is being
capitalized as an asset of the Company and depreciated over its estimated useful
life.
F-13
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED SEPTEMBER 30, 2000
(continued)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
INCOME TAXES - Income taxes are accounted for under the 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.
NOTE 3. - PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
Computers $13,772
Software and libraries 15,262
Internally developed software 52,773
Furniture and equipment 11,299
-------
93,106
Less: accumulated depreciation 5,478
-------
$87,628
=======
Depreciation and amortization expense for the period ended September 30, 2000
was $5,478.
F-14
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED JULY 31, 2000
(continued)
NOTE 4. - INCOME TAXES
At September 30, 2000, the Company has approximately $41,400 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
utilized these amounts.
Income tax benefit for the period ended September 30, 2000 includes the
following components:
Federal State Total
------- ----- -----
Current credit $(12,680) $ (3,120) $(15,800)
Deferred credit (160) (40) (200)
-------- -------- --------
$(12,840) $ (3,160) $(16,000)
======== ======== ========
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 $13,900
Increase in income taxes resulting from:
State income taxes, net of Federal income tax benefit 2,100
-------
$16,000
=======
The tax effects of temporary differences that give rise to a deferred tax asset
at September 30 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.
Realization of the net deferred tax assets is dependent on generating sufficient
taxable income prior to their expiration. Tax effects are based on a 8.0% state
and 34.0% federal income tax rates for a net combined rate of 39.3%. The
realized net operating losses expire over the next 20 years, as follows:
Expiration Amount
---------- ------
2021 $41,400
-------
Total $41,400
=======
Management believes that it is more likely than not that the Company will
realize the benefits of the deferred tax credits before each expires through
2021, therefore, no valuation reserve has been provided for this against the
asset.
F-15
<PAGE>
ORDERPRO LOGISTICS, INC.
(FORMERLY FIFTHCAI, INC.)
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM INCEPTION TO ENDED JULY 31, 2000
(continued)
NOTE 5 - 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.
At September 30, 2000, the Company has a receivable for an officer and director
of the Company in the amount of $84,080. The loan is to be repaid to the Company
by December 31, 2000.
NOTE 6. - 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:
2000 $ 17,603
2001 $ 43,478
2002 $ 45,652
2003 $ 19,406
NOTE 7 - STOCKHOLDERS' EQUITY
The Company has 100,000,000 shares of $0.0001 par value stock authorized and
4,900,000 shares outstanding at July 31, 2000 after giving effect to the
reorganization and related reverse acquisition between FifthCAI, Inc. and
OrderPro Logistics, Inc.
F-16
<PAGE>
ORDERPRO LOGISTICS, INC..
5,066,667
SHARES OF COMMON STOCK
PROSPECTUS
_____________, 2001
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Nevada Revised Statutes sec. 78.751, a Nevada Corporation
has the power to indemnify its Directors, Officers, Employees and Agents. The
company is authorized by its Articles of Incorporation and its Bylaws , to
indemnify its officers, directors, employees and agents of the company against
expenses incurred by him or her in connection with any action, suit, or
proceeding to which such person is named a party by reason of having acted or
served in such capacity. Even an officers, directors, employees and agents of
the company who was found liable for misconduct or negligence in the performance
of his or her duties may obtain such indemnification if, in considering all the
circumstances of the case, a court of competent jurisdiction determines such
person is fairly and reasonably entitled to indemnification. No such person
shall be indemnified against, or be reimbursed for, any expense or payments
incurred in connection with any claim or liability established to have arisen
out of his or her own willful misconduct or gross negligence. As to
indemnification for liabilities arising under the Securities Act of 1933 (the"
Act"), the company has been advised that in the opinion of the Securities and
Exchange Commission, indemnification for liabilities arising under the Act is
against public policy as expressed in the Act and is therefore unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following sets forth the estimated expenses in connection with this
offering as described in this Registration Statement.
Sec Registration Fee $ 380.00
Printing Fees 350.00
Legal Fees and Expenses 11,000.00
Accounting Fees and Expenses *
Miscellaneous *
----------
Total $ *
==========
----------
* To be provided by amendment
All of the above expenses will be paid by the Registrant
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
As part of the formation of the company and prior to the merger with
FifthCAI, Mr. Richard L. Windorski, the major beneficial shareholder, President
and CEO, contributed furniture , property and related assets to the company in
exchange for 582,400 shares of common stock of the company. Mr. Windorski is the
beneficial owner of a company known as OP Logistics, L.P. which is the
registered owner of 562,400 common shares. The balance of 20,000 shares was
simultaneously distributed to family members. Also at the formation of the
company, 49,000 shares were issued to each of two corporate consultants and
40,000 shares were issued to the Chief Financial Officer.
On September 22, 2000 the company completed a private placement of 211,600
shares of its common stock to 18 investors for $318,150. A copy of the form of
the subscription agreement is attached as an exhibit.
OrderPro Logistics merged with FifthCAI, Inc on September 29, 2000. In
conjunction with the reverse acquisition, FifthCAI, Inc. transferred 4,660,000
shares to the former stockholders of OrderPro Logistics and changed its name to
OrderPro Logistics, Inc. The original shareholders of FifthCAI retained 240,000
common shares.
II-1
<PAGE>
In November 2000, the Company authorized the issuance of a $50,000 of
convertible debenture with interest payable quarterly at 10 percent per annum as
long term debt. The debenture is convertible to stock of the company at a rate
of one share for each thirty cents converted. The debenture matures in the
fourth calendar quarter of 2002. The company will issue 166,667 common shares in
that the holder has elected to convert the debt. The company has not paid
interest expense in that it is not due.
The private placement convertible debenture was exempt from the
registration provisions of the Securities Act of 1933, as amended (the "Act") by
virtue of Section 4(2) of the Act, as transactions by an issuer not involving
any public offering. The securities issued pursuant to this private offering
were restricted securities as defined in Rule 144 of the Act. The offering
generated net proceeds of $305,375.
ITEM 27. EXHIBITS
3.1 Articles of Incorporation of FifthCai, Inc.*
3.2 Amendment to Articles of Incorporation of FifthCai, Inc.*
3.4 Bylaws of FifthCAI*
4.1 Form of Convertible Debenture
4.2 Form of Subscription Agreement
5.0 Opinion of Carl P. Ranno, Attorney
10. Agreement and Plan of Reorganization filed with an 8-K on 10/17/00*
23.1 Consent of Carl P. Ranno (included in his opinion set forth in
exhibit 5)
23.2 Consent of Marshall & Weber, CPA's, P.L.C. successor to
James C. Marshall, CPA, PC
25.1 Power of Attorney (see signature page)
----------
* Previously filed
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(i) include any prospectus required by Section 10(a0 (3) of the
Securities Act of 1933 (the Securities Act)
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
Registration Statement; and
(iii) include any additional or changed material information on the
plan of distribution.
(2) That, for determining liability under the Securities Act, each such
post-effective amendment shall be treated as a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the termination of the
offering.
II-2
<PAGE>
ACCELERATION
In so far as indemnification for liabilities arising under the Securities
Act of 1933 (the Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedence, submitted to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Tucson,
State of Arizona on the 15th day of January 2001.
ORDERPRO LOGISTICS, INC.
By: /s/ Alvan W. Lafrenz By: /s/ Richard L.Windorski
--------------------------- ----------------------------------
Alvan W. Lafrenz Richard L.Windorski
Chief Financial Officer President, Chief Executive Officer
Director Director
POWER OF ATTORNEY
Each person whose signature appears appoints Richard L. Windorski as his
agent and attorney-in-fact, with full power of substitution to execute for him
and in his name, in any and all capacities, all amendments (including
post-effective amendments0 to this Registration Statement to which this power of
attorney is attached. In accordance with the requirements of the Securities Act
of 1933, this Registration Statement was signed by the following persons in the
capacities and on the date stated.
Signature Title Date
--------- ----- ----
/s/ Richard L.Windorski President, Chief Executive January 15, 2001
-------------------------- Officer, Director
Richard L. Windorski
/s/ Alvan W. Lafrenz Chief Financial Officer, January 15, 2001
-------------------------- Secretary/Treasurer, Director
Alvan W. Lafrenz
II-4
<PAGE>
Exhibit Index
Exhibit No. Description
----------- -----------
4.1 Form of Convertible Debenture
4.2 Form of Subscription Agreement
5 Opinion of Carl P. Ranno, Attorney
23.1 Consent of Carl P. Ranno (included in his opinion set
forth in exhibit 5)
23.2 Consent of Marshall & Weber, CPA's, P.L.C. successor
to James C. Marshall, CPA, PC
25.1 Power of Attorney (see signature page)
