UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2000

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _________ to __________

Commission File No. 33-9640-LA

Logistics Management Resources, Inc.
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Name of Small Business Issuer in its Charter

Colorado 68-0133692
- ------------------------------- -----------------------------
State or Other Jurisdiction I.R.S. Employer Identification
of Incorporation or Organization Number

10602 Timberwood Circle, # 9
Louisville, Kentucky 40223
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Address of Principal Executive Offices, Including Zip Code

Registrant's telephone number, including area code: (502-339-4000)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]

The Issuer's revenues for the most recent fiscal year were $61,853,800.

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

As of May 9, 2001 3,969,876 shares of the Registrant's Common Stock were issued
and outstanding, and the aggregate market value of the shares held by
non-affiliates was approximately $2,381,925.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check One:) Yes [ ] No [X]

DESCRIPTION OF BUSINESS

GENERAL

Logistics Management Resources, Inc. is a holding company engaged in the
business of acquiring and managing transportation logistics and employee leasing
companies. Our principal business is to provide for the transportation needs of
clients through "Total Logistics Management". This includes managing a client's
domestic and international trucking, load matching, consolidation and
warehousing. We are also planing to engage in a series of acquisitions in the
field of employee lease services. These services include supplying temporary
workers possessing a wide variety of skills to both large and small businesses
while assuming many of the costs and functions of an employer for a fee.
Employee lease services are widely used in the transportation industry and we
feel the dual industry approach will provide increased flexibility in the
overall services provided as well as enhance our revenue streams.

We intend to expand our business through internal growth and
acquisitions. The transportation and employee leasing industries are highly
fragmented, which provides unique acquisition opportunities. We are primarily
interested in profitable, non-asset based transportation companies with revenues
of not less than $5 million and in employee leasing companies that are in
"niche" markets.

HISTORY AND DEVELOPMENT OF LOGISTICS MANAGEMENT RESOURCES INC.

Logistics Management Resources Inc., formerly U.S. Trucking, Inc.
(OTCBB:USTK), a Colorado corporation, was incorporated in Colorado under the
name Northern Dancer, Inc. in January 1987 for the purpose of acquiring an
operating company. It completed a small public offering in 1988. In September
1998 it completed a reverse acquisition of Logistics Management Resources Inc.,
formerly U.S. Trucking, Inc. a Nevada corporation that had two operating
subsidiaries which it had acquired in early 1997 just after is was incorporated.

In February of 2001, the Board of Directors and shareholders approved the
change of the name from U.S. Trucking, Inc. to Logistics Management Resources.
Inc. The shareholders also voted in favor of a reverse split of the common stock
on a 1 for 100 basis which was affected through the Company's transfer agent
with a record date of February 12, 2001. Our new symbol "LMRI" became effective
on February 12, 2001 and was considered a milestone in the restructuring of the
company and reflected the new focus and corporate structure.

Formed in 1997, U.S. Trucking, Inc. operated as a holding company in the
business of acquiring and operating asset based mid to long haul trucking
companies. From 1997 through 2000, it completed nine separate acquisitions.
During that time, gross annual revenues grew from approximately $17 million to
more than $61 million.

In the summer of 2000, we received outside advice from several consulting
firms retained to analyze our problems relating to the integration of past
acquisitions and our multiple information systems. The findings made by the
consulting firms were that during the eleven months of 2000, our operating
subsidiaries had suffered substantial losses due to several factors including:

o The overall slowdown in the US economy.
o The extraordinary increases in fuel prices.
o The more than expected expenses of consolidation resulting from
acquisitions.
o The expense of underutilized equipment resulting from the
acquisitions.
o The inadequacy and multitude of non-integrated information systems.

Facing substantial losses, we made the decision to close the unprofitable
operating subsidiaries. On November 30, 2000, the operating subsidiaries which
included Gulf Northern Transport, Inc., ProStar, Inc., Mencor, Inc., and UST
Logistics, Inc. filed for Chapter 11 protection in Jacksonville, Florida. The
publicly traded company did not file and is currently implanting its new
business model consisting of a two industry and two-revenue stream approach.

We completed the acquisition of Trans-logistics, Inc., a non-asset
based transportation logistics company headquartered in Tampa, Florida as of
January 1, 2001. Trans-logistics is a wholly owned subsidiary of Logistics
Management Resources Inc. with annual revenues expected to exceed $10 million.

On March 30, 2001, we purchased all of the issued and outstanding stock
of Trans-logistics, Inc. a Florida corporation as of January 1, 2001. We
purchased one hundred percent of Trans-logistics issued and outstanding common
stock at the price of $80,000, plus, four times Trans-logistics' gross brokerage
commissions for the period of October 1, 2001 to December 31, 2001, plus, any
accounts receivable (after adjusting for accounts payable) less any payments by
us for the assumption of liabilities with Atech Commercial Corp. in excess of
$120,000. The consideration shall be paid by the transfer of $40,000 in cash,
18,000 shares of our common stock (which must be registered for sale on or
before June 30, 2001), equal to the gross brokerage commission for those
respective quarters and the balance of the purchase price shall be paid after an
audit of Trans-logistics for the 2001 fiscal year and paid in shares of our
common stock

We signed a letter of intent to acquire one of the nation's leading
employee leasing companies, America's PEO, Inc. headquartered in Cherry Hill,
New Jersey on April 10, 2001. The intended acquisition is expected to close
during the second quarter of 2001. The purchase will include America's
affiliates, Omni Financial Services, National Labor Force, Inc., Western America
Labor Force, Inc., National Labor Force I, Inc., American Labor Force, Inc. and
American Labor Services, Inc. Projected annual sales of the combined entities
are expected to exceed $155 million.

The Industries

TRANSPORTATION

A report jointly issued by The U.S. Department of Transportation's Bureau
of Transportation Statistics (BTS) and The U.S. Department of Commerce's Bureau
of Economic Analysis (BEA) shows that transportation services contributed $378
billion to the national economy in 1996, the last year for which figures are
available.

Trucking is still the dominant form of freight transportation. More than
80% of money spent on domestic freight transportation is spent on trucking. The
expression, "if it is in your home, it was on a truck at some point in time",
still holds true. Few other modes of transportation (air, rail or sea) can
complete a shipment without a truck becoming involved. NAFTA and the growth of
Canada and Mexico as trading partners have fueled the trucking industry's entry
into International trade.

The current trend of Fortune 500 companies is to outsource functions that
are not core competencies. This means that private fleets are decreasing and
transportation services are being contracted out to specialized firms. As the
trend away from private fleets continues, there is tremendous opportunity for
growth for companies that provide these services on an "out to bid" basis.

Traditionally, trucking has been an asset-based business; which is to say
that the company owned the trucks and employed the drivers. This exposed the
companies to interest rate fluctuations, volatile fuel costs and massive amounts
of equipment debt. The trend is currently moving away from this form of
ownership as even the larger asset-based carriers are relying more and more on
leased equipment and owner operators. Wall Street has looked favorably on
asset-based companies that have expanded their businesses into other areas such
as non-asset based logistics management.

Logistics management companies do not bear many of the risks that
traditional asset-based carriers do, since they act more as a manager/broker for
their clients. These companies contract to manage the needs of their clients and
then contract out various functions to different specialty firms.

The economic environment for the trucking industry over the last year has
not been good. Truck tonnage year over year is down 10%. Two factors are mainly
to blame: a severe slowdown in the U.S. economy and higher fuel costs. These
factors have resulted in lower earnings per share for many companies and stock
prices have suffered accordingly. Many smaller firms have been unable to remain
profitable and have filed for bankruptcy. This has eased somewhat.

In his latest comments, Jeffrey A. Kauffman, trucking industry analyst for
Merrill Lynch, indicates that he expects this weakness to continue through 2001.
He points out, however, that the only two times we have seen this level of
deterioration since 1980 was in 1982 and 1990 when freight stocks outperformed
the S&P 400 by up to 50 percentage points over the next 18-36 months. Overall,
he is bullish on the transportation sector going forward.

EMPLOYEE LEASING

According to Dun & Bradstreet there are 1,242 public and private companies
that provide employee-leasing services. These firms generate approximately $15
billion in annual revenues. These numbers are expected to grow as more and more
companies look to employee leasing as the answer to their staffing problems.
From accounting to high tech to warehouse operations, employee leasing is
becoming an ever more popular solution to staffing needs. Employee leasing firms
like Robert Half and Administaff are experiencing annual revenue growth in
excess of 50%. The market continues to expand, as does the opportunity in this
business segment.

o The employee leasing industry generates in excess of $15 billion
dollars a year.

o The recent financial reports from some of the leaders in the field
indicate annual growth rates of top line revenues in excess of 50%.
For example, TTC, Illinois, a private company that serves mainly the
transportation industry was founded in 1988 and now enjoys gross sales
of approximately $625 million.

o The fast changing economy requires companies to be more flexible with
regard to staffing. This creates tremendous opportunity to companies
that can provide interim workers.

o According to a survey commissioned by the industry's national
association, 75% of the jobs that existed in 2000 did not exist in
1990.

o Professional Employer Organizations are becoming more and more popular
for a number of reasons including:

(a) They take on many of the administrative duties related to human
resources that can bog down the management of a small to medium sized
business and allow management to focus on providing better service to
clients.

(b) Economies of scale make insurance and employee benefit plans (an ever
growing portion of business's overhead) much more affordable.

TRANSPORTATION BROKERAGE SERVICES

We offer transportation logistics services through our wholly-owned
subsidiary Trans-logistics, Inc. a Tampa, Florida based transportation logistics
provider which was acquired as of January 1, 2001. Trans-logistics provides
return hauls for common carriers and corporations transporting their own goods
which have completed their initial delivery as well as providing load-matching
services to carriers throughout the United States. For this service we receive
the difference between the amount we pay the returning carrier or shipper to
affect the move, and the amount we receive from the shipper for services
rendered. In addition to the margin spread the burden of most of the insurance
cost fall upon the user of our services.

AGENT PROGRAM

Since the inception, we have operated an agency program and expect to
revive this program through our wholly-owned subsidiary, Trans-logistics. The
agency program is essentially a cooperative for smaller truckload carriers
whereby Trans-logistics permits these carriers to operate under its operating
authority as an exclusive agent. The agent provides its customers and business.
Trans-logistics bills the agent carrier's customers and collects the revenues
for these shipments. Trans-logistics in substance acts as an application service
provider for its agents by affording the agents access to Trans-logistics
information technologies and back room services. In addition, the agents receive
economies of scale by participating in the purchase of certain overhead and
other items, such as lower cost of fuel and insurance. Trans-logistics also
provides the agent with liability insurance coverage and certain administrative
services such as human resource administration, safety and risk management,
Department of Transportation compliance, billing and collecting receivables. By
freeing the agents from administrative tasks, they are able to focus on growing
their businesses. Trans-logistics has signed on several agents since its
acquisition.

INSURANCE

Transportation Services Company and Roxann Pixler loaned the Company a
total of $50,000 in January of 1998 to establish a captive insurance program. At
that time we initiated offering auto liability insurance coverage to third party
trucking companies as well as our own operations. We felt the program would
provide lower insurance cost and provide a profit. The program proved to be
successful until 2000 when the Company experienced an unusually high level of
accidents and cargo loss associated primarily with the container operation. It
was decided to discontinue the program in early December of 2000.

OPERATING STRATEGY

Our business strategy is to establish LMRI as a leader and preferred
provider of high-quality, cost-effective transportation, logistics and employee
leasing services on a national basis.

We are dedicated to building an industry leader in the fields of Logistics
and Employee Solutions. The investment banking community has generally looked
favorably on companies that are true non-asset based organizations and the
current trend towards consolidation in the transportation industry has received
a positive response from the analysts. Economies of scale and successful systems
integration will provide higher returns going forward. Experience has taught
management that acquisitions that increase revenue but hurt the bottom line have
no place in our future or in our operations. It is our commitment that any
acquisition will result in a company that is stronger, better-positioned in the
market place and, ultimately, more profitable.

We believe our operating strategy positions us to capitalize on evolving
trends in the transportation industry. In particular the increase in world trade
provides unlimited opportunities in the intermodal segment and the need to
provide full logistical services to multi level customers seeking to reduce cost
through outsourcing which affords us unlimited opportunities in the brokerage
logistics segment as well as in the employee leasing segment.

Key elements of our strategy include the following:

o Deliver Superior Customer Service and Add Value.
o Utilize Available Technology and Modern Equipment.
o Attract and Retain Highly Skilled and Incentivised Employees.

We intend to continue to invest in modern technology, to expand marketing
capabilities and to improve operating efficiencies through acquisitions,
strategic alliances and required capital expenditures. In implementing this
plan, we believe we will increase our market shares in both selected industry
segments, while obtaining greater control over the quality, availability and
cost of services, and improve operating margins and returns to shareholders.

ACQUISITION STRATEGY

We are currently in discussions with several potential acquisition
candidates, all of which are subject to the completion of definitive agreements
and due diligence. Completion of these deals would enhance the Company's ability
to apply for listing on the NASDAQ National Market. This move is highly
desirable as it greatly improves liquidity for the Company's stock.

We intend using a combination of stock, incentive stock options, cash, debt
and equity securities to facilitate our acquisition and expansion plans. No
assurance can be given that we will be able to effect this strategy.

MARKETING

Our marketing strategy is to create outstanding "Brand Name" recognition in
both of our targeted industry segments.

We intend to market our services on a national and inter-national basis
utilizing senior management in key sales roles.

We plan to emphasize our commitment to the highest levels of service,
flexibility, responsiveness, analytical planning and information possible that
positions the company to serve its customers ever-changing demands.

We plan to maintain a strong commitment to expanding our relationships with
existing customers. Customer patterns are monitored daily, allowing us
flexibility in responding rapidly to the varying service demands of our
customers.

OPERATIONS

Our transportation operations are headquartered in Tampa, Florida. All of
the transportation functions are coordinated from the Tampa location including
customer service, safety, agent recruiting, billing, division accounting and
collections. The transportation group also has several agent locations through
out the United States that operate as exclusive partners with our transportation
company and plans on growing that business segment.

Upon the completion of the acquisition of America's PEO, Inc. we intend
to maintain the employee leasing headquarters in Cherry Hill, New Jersey where
all of the marketing, accounting, billing, collections, insurance negotiations
and other functions relating to that wholly owned subsidiary will take place.

DRIVERS and EMPLOYEES

All of the drivers used by our agents must meet specific guidelines
relating primarily to safety record, driving experience and personal evaluation,
including DOT mandated drug testing and personal background checks.

We require that prospective drivers have a minimum of one year of truck
driving experience in order to be considered for a position. In addition, new
drivers are required to meet all DOT requirements. Upon hiring a driver, we
conduct an orientation program covering such topics as our business, policies,
procedures, safety, benefits, maintenance and operation of equipment.

Although we currently have an adequate number of drivers, there can be no
assurance that we will not be affected by a shortage of qualified drivers in the
future. Significant driver turnover is a problem within the industry as a whole.
In addition, the trucking industry is experiencing a diminished workforce of
qualified drivers. As a result, we must compete with other transportation
service companies for the available drivers. We anticipate that the intense
competition for qualified drivers in the trucking industry will continue but are
confident that by growing an agent program we can stay on top of the driver
turnover curve.

We manage 55 tractor-trailer combinations under our agent program. We
employee 16 persons all of whom are in sales, recruiting, billing, collections,
dispatch, accounting and/or other administrative positions. None of our
employees are represented by a labor union. We believe our relationship with our
employees is good.

SAFETY

We are committed to ensuring that the Company has safe drivers in our agent
and independent contractor operations. We have an activesafety and loss
prevention program in place. The emphasis on safety begins in the hiring and
continues in orientation, safety training and drug testing.

Our safety and loss prevention program is comprised of the ongoing
education, training and retraining of drivers regarding safe vehicle operation,
loading and unloading procedures and accident reporting. It also includes random
drug testing. The program is overseen by our Director of Safety.

We have implemented a written disciplinary system for all drivers operating
under our operating authority. Pursuant to this system, disciplinary action
ranges from written warnings to immediate termination depending on the frequency
and severity of the offense. The most serious offenses include violations of
local, state or federal regulations while on duty, unauthorized use of
equipment, willful or negligent damage of equipment or property or injury to
another person, carrying, possessing or being under the influence of intoxicants
or narcotics while on duty or on our premises, possession of firearms or other
lethal weapons while on duty or while on our premises and other similar
offenses. Our Director of Safety continuously monitors driver performance and
makes recommendations to our executive officers regarding employment and
retention of drivers.

We are committed to securing appropriate insurance coverage at
cost-effective rates. The primary risks that arise in the trucking industry
consist of cargo loss and damage, personal injury, property damage and workers'
compensation claims. We maintain insurance that we believe is adequate to cover
our potential liabilities and risks.

FUEL

Motor carrier service is dependent upon the availability of diesel fuel. We
have not experienced any difficulty in maintaining fuel supplies sufficient to
support our operations. Historically, we have been able to pass on a portion of
fuel price increases to our customers. Nevertheless, shortages of fuel,
increases in fuel prices or fuel tax rates or rationing of petroleum products
could have a material adverse effect on our operations and profitability.

COMPETITION

Transportation:

The trucking industry is highly competitive and fragmented. We compete
primarily with other medium to long-haul, temperature-controlled and dry
truckload carriers, logistics/brokerage companies, internal shipping conducted
by existing and potential customers and, to a lesser extent, railroads and air
transportation. Our major competitors include C.H. Robinson and Landstar.
Although the general effect of deregulation of the trucking industry during the

1980's created substantial downward pressure on the industry's rate structure,
we believe that competition for the freight transported by us is based primarily
on quality of service, such as just-in-time performance, and, to a lesser
degree, on freight rates. There are a number of other logistics companies which
have substantially greater financial resources, manage more equipment or carry a
larger volume of freight than we do. We also compete with other motor carriers
in hiring qualified drivers. Our primary emphasis is service, especially to its
core carrier customers, rather than price alone. However, the industry in which
we operate is extremely price sensitive and we are responsive to competitive
price pressures.

Employee Leasing:

The employee leasing industry is highly competitive. Quality as well as a
reputation for excellent customer service is crucial in establishing an
adequate, consistent customer base.

Management has identified the following as major competitors in the
employee-leasing segment which we plan on entering in the very near future:

o TTC
o Robert Half
o Administaff
o Accustaff

REGULATION

Transportation:

Historically, the Interstate Commerce Commission ("ICC") and various state
agencies regulated truckload carriers' rights, accounting systems, rates and
charges, safety, mergers and acquisitions, periodic financial reporting and
other matters. In 1995, the passage of federal legislation preempted, in many
respects, state regulation of prices, rates, and services of motor carriers and
eliminated the ICC. Several ICC functions were transferred to the DOT, and will
be administered by the Surface Transportation Board, but a lack of implementing
regulations to date currently prevents us from assessing the full impact of this
action. Generally, the trucking industry and legislative changes that can have a
material effect on operations.

Interstate motor carrier operations are subject to safety requirements
prescribed by the DOT. Such matters as weight and dimensions of equipment are
also subject to federal and state regulation. In 1988, the DOT began requiring
national commercial drivers' licenses for interstate truck drivers.

Our motor carrier operations are also subject to federal and state
environmental laws and regulations, including laws and regulation dealing with
the transportation of hazardous materials and other environmental matters.
Specifically, the U.S. Environmental Protection Agency ("EPA") requires motor
carrier operators to obtain a Certificate of Registration in order to transport
hazardous materials. The Company has initiated programs to comply with all
applicable environmental regulations.

We believe, we are currently in material compliance with applicable
laws and regulations and that the cost of compliance has not materially affected
results of operations.

PROPERTY

All of our offices are leased. Our executive office is located in
Louisville, Kentucky, where the overall management of Logistics Management
Resources Inc. takes place. The lease, which expires during 2002 covers
approximately 1600 square feet of leased space and provides for monthly lease
payment of $2100.

In addition we have lease obligations on the following properties:

Location Description
-------- -----------

Wisconsin Rapids, Wisconsin A 3,000 square foot office, a 9,800
square foot warehouse, with a four bay
repair shop leased to the Company for
$6,500 per month. The Company is
investigating sub-leasing this Property
or of having this property placed on the
market for sale. This facility is owned
by The Huff Trust and Dan Pixler.

Tampa, Florida A 2,200 square foot
facility that is administrative
space for Trans-logistics is leased
for approximately $3,000 per month
and is on a three year lease
expiring during 2004.

We believe that these facilities are adequate for our present needs.

LITIGATION

CIT Group/Equipment Financing, Inc. sued us and certain other parties in
the Superior Court of NJ, Law Division Union County, Docket No. UNN-L-3556-00 on
July 7, 2000 for the return of six tractors formerly used in the business of
American Intermodal Services, Inc., some of which Gulf Northern Transport took
over in the spring of 2000. We denied ever receiving the tractors. A default
judgment was granted in November of 2001 against all defendants in the amount of
$384,599.89. We believe that certain of these tractors have since been
recovered, We believe the court in the action had no jurisdiction over LMRI and
that the judgment is therefore invalid.

Emergent Capital, L.P. filed suit against us in U.S. District Court,
Southern District of New York on September 20, 2000. The suit claimed that
Emergent Capital was owed $300,000 in penalties for the failure to register
certain shares for resale which Emergent purchased in September of 1999. We
dispute that the agreement reached between the parties provides for registration
penalties. The suit is still in the discovery stage.

GE Capital Corporation, the Company its subsidiaries and certain affiliates
entered into a Restructure Agreement on November 28, 2000. The agreement between
the Company and GE Capital Corporation relates to the balance of our obligations
to GECC in connection with its accounts receivable line of credit and with GE
Capital Commercial Equipment Funding in connection with an equipment loan. The
respective loan balances have been consolidated into a single Term Note with a
principal balance of $22,235,000, which said amount is expected to be
substantially reduce by the collection of receivables, the sale of subsidiary
accounts receivable and equipment collateralizing the loans. The loan is to be
repaid over a three-year term with a five-year amortization schedule and a
balloon payment on December 1, 2003 of the balance. The note bears interest at
the 30-day dealer placed commercial paper rate (as published in the Wall street
Journal), plus 4.5%. Interest for the first year will be accrued and applied to
the principle balance.

Under the Agreement we are required to pay GECC 1.5% of the gross revenues
from our trucking business segment and 5% of the gross revenues from our
non-trucking segments to be applied toward payment of the Note, which amounts
will be applied to the amortization payments. Additionally, 35% of the net
income before taxes from our businesses must be paid on a quarterly basis in
repayment of the Note, along with certain payment in the event of a profitable
sales of a Company owned business. The Note is secured by the assets and by
guarantees of various affiliates.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 2000.

MARKET PRICES AND DIVIDENDS

Our common stock trades in the over-the-counter market, under the symbol
"LMRI". There were no quotations for the common stock during the last three
years until after the closing of the reverse acquisition.

Quarter Ended High Bid Low Bid
-------------- -------- -------
March 31, 1999 $5.68 $3.00
June 30, 1999 $3.75 $2.31
September 30, 1999 $4.72 $2.62
December 31, 1999 $4.56 $2.50

March 31, 2000 $3.56 $2.06
June 30, 2000 $4.43 $1.37
September 30, 2000 $2.50 $ .27
December 31, 2000 $ .51 $ .03

As of April 13, 2001, there were approximately 325 shareholders of record.
This does not include shareholders who hold stock in their accounts at broker
dealers.

We intend to retain any future earnings for the operation and expansion of
its business and does not anticipate paying any cash dividends in the
foreseeable future. Any future determination as to the payment of cash dividends
will depend upon a number of factors, including earnings, capital requirements,
financial condition and other factors considered relevant by the Board of
Directors. In addition, the terms of our restructure agreement with GE Capital
restrict our ability to declare or pay dividends.

MANAGEMENT'S DISCUSSION AND ANALYST OF FINANCIAL CONDITION AND RESULTS OF
OPERATTIONS

You should read the following discussion in conjunction with the
Consolidated Financial Statements, including the footnotes, and understand that
this discussion is qualified in its entirety by the foregoing and other more
detailed financial information appearing elsewhere herein. Historical results of
operations and the percentage relationships among any amounts included in the
Consolidated Statement of Operations, and any trends which may appear to be
inferable therefrom, should not be taken as being necessarily indicative of
trends of operations or results of operations for any future periods.

These and other statements, which are not historical facts, are based
largely on current expectations and assumptions of management and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements.
Assumptions and risks related to forward-looking statements, include that we are
pursuing a growth strategy that relies in part on the completion of acquisitions
of companies in the trucking, logistics and intermodal segments of the
transportation industry.

Assumptions relating to forward-looking statements involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many which are beyond our control. When
used in this Annual Report, the words "estimates", "projects", and "expects" and
similar expressions are intended to identify forward-looking statements.
Although we believe that assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the results contemplated in the forward-looking
information will be realized.

Management decisions are subjective in many respects and susceptible to
interpretations and periodic revisions based on actual experience and business
developments, the impacts of which may cause us to alter our business strategy,
which may in turn, affect our results of operations. In light of the significant
uncertainties inherent in the forward-looking information included herein, the
inclusion of such information should not be regarded as our representation that
statements contained in this Annual Report speak only as of the date of this
Annual Report, and we do not have any obligation to publicly update or revise
any of these forward-looking statements.

Such statements may include, but are not limited to, projections of
revenues, income, or loss, capital expenditures, plans for future operations,
financing needs or plans, the impact of inflation and plans relating to the
foregoing. Statements in the Company's Form 10-KSB, including Notes to the
Consolidated Financial Results of Operations, describe factors, among others,
that could contribute to or cause such differences.

GENERAL

The Company, formerly U.S. Trucking, Inc., was established in January of
1997 by combining under US Trucking-Nevada the operations of Gulf Northern
Transport, a mid-to-long-haul truckload carrier and Mencor, Inc. a third party
logistics (brokerage) company. We completed the acquisitions of ProStar Inc.,
and Fulmer Transport, Inc. during 1999 as well as establishing a container
operation and combining the operations of Mencor, Inc. into ProStar, Inc.

During 1999, our operating results were driven by the results of the
truckload business of its operating subsidiary, Gulf Northern Transport, Inc.,
the captive auto liability insurance program, the brokerage operations (ProStar
Inc.), the implementation of an agent program, and the purchase of an intermodal
line of business. We reported substantial losses as compared to a profit in
1999.

On January 1, 2000, the Company had two operating subsidiaries Gulf
Northern Transport, Inc. and Prostar, Inc. Gulf Northern Transport, Inc.
operated divisions pertaining to long haul and medium haul truckload, agent
truckload, container (intermodal) and agent container business. Prostar, Inc.
operated a third party transportation brokerage division. In addition, U.S.
Trucking, Inc. sponsored a captive insurance program for its own truckload and
container divisions as well as offering auto liability coverage to third party
trucking companies.

On February 7, 2000, U.S. Trucking, Inc. acquired Checkmate Truck
Brokerage, Inc. and Maverick Truck Brokerage, Inc. for a purchase price of
$2,429,782. Under the terms of the agreement, the purchase price consisted of
385,000 shares of common stock that were valued at $1,203,125 and $500,000
payable to the principals. In addition, $500,000 was to be placed in escrow
pending the outcome of an acquisition review of the assets and liabilities.
Further, the contract included a stock adjustment agreement whereby the issuance
of the common stock included in the agreement was to be adjusted pending the
outcome of certain performance parameters, $2,429,782 was recorded for the
transaction. An allocation of the purchase price follows:

Assets
Accounts receivable $3,311,143
Transportation and other equipment 220,204
Goodwill 2,429,782
Total $5,961,129

Liabilities assumed and equity
Liabilities assumed $3,962,688
Liabilities to sellers 971,659
Common Stock 1,203,125

Total $5,961,129

In May 1999, U.S. Trucking acquired all of the outstanding common stock of
Prostar, Inc. and in September 1999, U.S. Trucking acquired certain assets and
liabilities of Fulmer Transport, Inc.

In both instances, the acquisitions were contingent upon the accuracy and
validity of certain representations. In the case of Prostar, Inc., the
assertions were completed and validated and the acquisition was successful. In
the case of Fulmer Transportation, however, these contingent factors were
ultimately determined to be not valid and the acquisition was reversed. For
financial reporting purposes, however, Fulmer was determined to be part of U.S.
Trucking's consolidated group for part of the fiscal 1999 and 2000 years and
accordingly, audited financial statements of both Prostar and Fulmer for periods
prior to U.S. Trucking's acquisition are required to be presented.

We determined that it was not practical to commence audits of the acquired
companies immediately upon the contractual signing of the acquisition agreements
and it was management's intention to commence the audit procedures during the
2000 year. We engaged our auditors to perform the required audits during the
third quarter of 2000.

Due to the deteriorated relationship with the principals of Fulmer, the
auditors were prohibited from completing their assignment and the principals
have refused any discussion in this regard. Accordingly, it is not possible to
complete the required audit for Fulmer at this time and present the proper
financial statements.

The Company's management believed it had the information necessary to
complete the audit of Prostar, but its current financial condition has prevented
it from currently completing this requirement.

On January 1, 2000, we effected an agreement with Carolina Global Services
Inc. to be the master agent for the container division of Gulf Northern
Transport Inc. Carolina Global was to be a related party in that 90% was to be
owned by Logistics Management, LLC and 10% by Rick Kelly. Logistics Management
is owned 50% by Danny Pixler and 50% by the Huff Grandchildren's Trust. Mr.Kelly
was a former officer of the Company. Even though a master agent agreement was
executed, the ownership of Carolina global was never transferred. Carolina
Global Services ceased operations upon Mr. Kelly's resignation from the company
in September 2000.

On January 1, 2000, we effected an agreement with One-Way Logistics, Inc.
to be the master agent for the truckload division and to be the payroll
administrator for Gulf Northern Transport, Inc. One-Way Logistics was also to be
a related party in the same manner as Carolina Global Services, Inc. A master
agency agreement was signed but the ownership was never transferred. One-Way
Logistics ceased operations upon Mr.Kelly's resignation from the company in
September 2000.

On December 31, 1999, all of the Company's revenue producing depreciable
assets were sold to One-Way Logistics, Inc. By doing this, we converted the
truckload division into a variable margin operation in that fixed costs
obligations related to equipment were transferred to One-Way Logistics. But
because of interference related to an interim management agreement between us

and Professional Transportation Group and negotiations related to a forthcoming
merger between the two companies, the operations of the truckload division
suffered substantially. By June 2000, management determined that One-Way
Logistics would not be able to satisfy its obligations related to the equipment
and the transaction was rescinded. The decision was also made to discontinue
operations related to the agency agreement with One-Way Logistics and the
truckload division.

Due to cash flow problems related to delinquent carrier payables, Prostar,
Inc. suffered a significant loss of customer base by mid-year 2000. Because of
the inability to obtain third party trucking companies to transport freight,
substantial damage was done to the Company's operations. Compounding the problem
was the resignation of a co-founder of ProStar in September of 2000. By mid
October the Company was forced to discontinue the operations of Prostar, Inc.

In regards to UST Logistics, Inc., d/b/a Checkmate Truck Brokerage Inc. and
Maverick Truck Brokerage Inc., conflicting management issues between the parent
company's officers and the operating company's co-founders, the Company suffered
substantial loss of reputation with third party truck lines and customers.
Because of this situation, significant losses were generated by the third
quarter of 2000. The Company decided to discontinue the operations of UST
Logistics in late October of 2000.

On November 30, 2000, four of the Registrant's operating subsidiaries, Gulf
Northern Transport, Inc., Prostar, Inc., UST Logistics, Inc. and Mencor, Inc.
filed a Voluntary Petition under Chapter 11 of the Bankruptcy Code with the
United States Bankruptcy Court, Middle District of Florida, Jacksonville
Division. As of this date, no plan of reorganization has been filed by the
registrant's subsidiaries. However, a trustee has been appointed. On December 1,
2000 the Company issued a press release in which it announced: (i) the filing of
the Petition and (ii) the signing of an agreement with its primary lender for
repayment of any deficiencies, which may be left after liquidation of the
collateral. The agreement provides for payment of the deficiency over three
years, including payments based upon a fixed percentage of our ongoing revenue.
The accompanying financial statements contain adjustments resulting from the
bankruptcies based upon management's best estimates as to the recoverability of
assets and obligations for liabilities incurred.

RESULTS OF OPERATIONS

During the year ended December 31, 2000, we suffered substantial losses
from the operations and from discontinued operations. We were unable to obtain
adequate information from the bankrupt subsidiaries to prepare true comparisons
of the operating results for the year ended December 31, 2000 and December 31,
1999. We were able to complete the financial statements for the parent company.
The statement of operations prepared for the year ended December 31, 2000 is
primarily the parent company's transactions. Included in the parent financial
statements is a loss provision of approximately $13.18 million which relates to
the debt incurred by the subsidiaries and which is guaranteed by the parent.

Net income decreased from a net income of $107 thousand for the year
ended December 31, 1999 to a net loss of $41.07 million for the year ended 2000.
The primary causes for this decrease was the losses generated from the
discontinued operations and losses generated from the parent company from the
discontinuance of the captive insurance program, the increase in general and
administrative expenses as well as steep increases in interest and penalties
related to debt obligations.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital position deteriorated from a positive $1,367,418 as
of December 31, 1999 to a negative position of approximately ($20,002,465)
million as of December 31, 2000. This dramatic reversal was primarily caused by
the discontinued operations of four subsidiaries and losses at the parent level
which were primarily caused by the losses in the captive insurance program,
increases in general & administrative expenses and steep increases in interest
and penalties related to debt obligations.

In addition, there is a liability of approximately $11,273,324 shown on
the balance sheet, which represents our estimated liability to GE Capital
Corporation. The estimated shortfall could be more or less $11,273,324 depending
on the collection success of Phoenix of Jacksonville, Florida and the ultimate
sale of other assets including tractors and trailers.

Our net worth decreased from $13,095,102 as of December 31, 1999 to a
negative ($22,380,894) as of December 31, 2000. The primary reasons for the this
reversal is the same as the reasons detailed above as related to decrease in
working capital.

In summary, the lack of liquidity and the lack of profitable operating
assets means we will be required to raise capital in order to remain a going
concern. There can be no assurance that we will be able to obtain the necessary
capital to continue operations.

INFLATION

Inflation, except as it relates to the cost of fuel, has not had a
material effect on our operations. If inflation increases, we will attempt to
increase rates to offset its increased expenses. No assurances can be given.
However, that we will be able to adequately increase its prices in response to
inflation.

FINANCIAL STATEMENTS

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

We engaged Rosenberg Rich Baker Berman & Company of Bridgewater, New Jersey
as our auditors effective March 19, 2001, to audit the 2000 financials replacing
the firm of PRA & Company, PLLC of Garden City, New York. The Company had no
disagreements on accounting or financial disclosure with PRA & Company, PLLC.

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company and their ages as of May 10, 2001 are
as follows:

NAME AGE POSITIONS HELD
- ---- --- --------------

Danny L. Pixler 53 President, CEO

John Ragland 35 Chief Financial Officer

The directors of the Company and their ages as of May 10, 2001 are as
follows:

NAME AGE POSITIONS HELD
- ---- --- --------------

Danny L. Pixler 53 Chairman and Director

There is no family relationship between any Director or Executive
Officer of Logistics Management Resources Inc.

SET FORTH BELOW ARE OUR EXECUTIVE OFFICERS AND OUR BOARD OF DIRECTORS

DANNY L.PIXLER has served as our President, CEO and a Director of the
Company since September 8, 1998, when we completed the acquisition of U.S.
Trucking-Nevada. He has served as President, Secretary and Treasurer of U.S.
Trucking-Nevada since February 1997, and as a director since May 1998.

Mr. Pixler served as Vice President of Mencor Inc. from March 1994
until July 1998 when he became its President. He has served as President, CEO
and director of Gulf Northern since March 1995. From January 1993 until April
1994, he served as President of Joseph Land Group, a transportation company with
annual sales of approximately $130 million. From 1989 until 1992, he served as
President of Apple Lines, Inc., a truckload refrigerated carrier with annual
revenues exceeding $16 million. From 1983 until 1988, Mr. Pixler served as the
Executive Vice President and General Manager of DFC Transportation, a
wholly-owned subsidiary of Dean Foods, Inc., with annualized sales of
approximately $60 million.

JOHN RAGLAND has served as the Chief Financial Officer since September 8,
1998. He served as the Controller of Gulf Northern since June 1996 and as
Secretary-Treasurer since June 1998. He also served as the Chief Financial
Officer and Treasurer of U.S. Trucking-Nevada since May 1998. From May 1996
until October 1996, he served as Chief Financial Officer of United Acquisition
Corp. II, a company formed to acquire companies in the trucking industry. From
August 1994 until June 1996, he was the Chief Financial Officer of the North
American Trucking Association, a trade group, and was the Chief Financial
Officer of All-Risk Services, an insurance agency, during the same period. Mr.
Ragland was a staff accountant with Watkins, Buckles & Travis, Certified Public
Accountants from 1991 to 1994.

Our Directors hold office until the next annual meeting of the Board of
Directors. We have an agreement with MR. Pixler whereby the company is required
to to elect and retain Mr. Pixler as a member of the Board of Directors as long
as he is a guarantor as to any Logistics Management Resources Inc., subsidiary
or affiliated debt. There are no other arrangements or understandings between
any director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors or nominees was selected as an
officer or director or nominee for director.

EXECUTIVE COMPENSATION

The following tables set forth information regarding executive compensation
for our President and Chief Executive Officer for the years ended December 31,
2000, 1999, 1998, and 1997.

Summary Compensation Table
Long Term
Compensation
Year Compensation (3) Awards(2)
---- ----------------- ---------

Danny L Pixler
Chairman of the Board
And Chief Executive Officer 1997 105,000 ------
1998 105,000 ------
1999 105,000 250,000(2)
2000 111,394 (3)(5) ------

(1) Bonuses for each year include amounts earned for that year, even if paid in
the subsequent year, and excludes bonuses paid during that year but earned
for a prior year.

(2) All figures in this column reflect options to purchase shares of Common
Stock at an exercise price of $.30 with an expiration date of April 27,
2004.

(3) Does not reflect an agreement with the Company to provide a new automobile
at our expense every three years or provide an automobile allowance not to
exceed $500 per month plus all vehicle expenses incurred for business use
during the term of Mr. Pixler's employment agreement.

(4) Co-founder Anthony Huff has options to purchase 250,000 shares of Common
Stock at an exercise price of $.30 with an expiration date of April 27,
2004.

(5) Mr. Pixler has not been compensated since November 30, 2000, the date of
the bankruptcy filings. His earnings to date through November 30, 2000 was
$96,923. We are accruing $14,471 of earnings due for the year 2000 and
$46,410 earned and due for the period of January 1, 2001 through May 11,
2001.

EMPLOYMENT AGREEMENTS

Pixler Agreement

We entered into a five-year employment agreement with Danny L. Pixler
commencing September 9, 1998 and terminating September8, 2003. The agreement
provides for an annual base salary of $105,000 with annual increases of not less
than 3%. In addition, the agreement provides for health insurance coverage for
Mr. Pixler and his dependents. The agreement also provides that Mr. Pixler will
receive a new car every three years and all vehicle expenses incurred on the
Company's business or an auto allowance not to exceed $550 per month. Mr.
Pixler's employment terminates upon his death and can be terminated by the
Company for cause.

Other Employment Agreements

We entered into a three-year employment agreement with John Ragland, the
company's Chief Financial Officer commencing September 9, 1998 and terminating
on September 9, 2001.The agreement provides for an annual salary of $75,000 with
annual increases of not less than 3%. In addition the agreement provides that
Mr. Ragland will receive all vehicle or travel expenses incurred on our behalf
and will receive health coverage on himself and dependents. Mr. Pixler's
employment terminates upon his death and can be terminated by the Company for
cause.

STOCK OPTION PLAN

During September 1998, the Board of Directors adopted the stock option plan
of U.S. Trucking-Nevada as the Company's Stock Option Plan, and we assumed the
obligations represented by 1,500,000 options which were already outstanding.
These options have an exercise price of $0.30. The plan authorizes the issuance
of options or grants to purchase up to 5,000,000 shares of our common stock. An
additional 500,000 options have been granted under the plan at an exercise price
of $3.00.

The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of Logistics Management
Resources, Inc. The board has the power to determine at the time that the option
is granted whether the option will be an incentive stock option, an option which
qualifies under Section 422 of the Internal Revenue Code of 1986, or an option
which is not an incentive stock option. Vesting provisions are determined by the
board at the time options are granted. The option price for any incentive stock
option will be no less than the fair market value of the common stock on the
date the option is granted, while other options may be granted at any exercise
price.

Options granted under the plan with an exercise price less than the fair
market value on the date of grant will require us to record an expense upon the
grant of options equal to the difference between the market value of the option
shares and the exercise price of the options. Generally, there will be no
federal income tax consequences to us in connection with incentive stock options
granted under the plan. With regard to options that are not incentive stock
options, we will ordinarily be entitled to deductions for income tax purposes of
the amount that option holders report as ordinary income upon the exercise of
such options, in the year such income is reported.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 15, 2001, the stock ownership of
each person known by us to be the beneficial owner of five percent or more of
the our common stock, all directors individually and all directors and executive
officers as a group. Except as noted, each person has sole voting and investment
power with respect to the shares shown.

- -------------------------------------------

Per-
centage
Amount of of Class Percentage
Name and Address of Beneficial Prior of
Beneficial owner Ownership to Sales Class

Principal Shareholders
and Management:
- ----------------------

Logistics Management,
L.L.C. (1)
10602 Timberwood Circle #9
Louisville, KY 40223 1,169,000 29.4%

Danny L. Pixler
1004 Crooked Oak Road
Summerville, SC 29485 584,500 14.7% 50% (3)

W. Anthony Huff
10602 Timberwood Circle #9
Louisville, KY 40223 584,500 14.7% 50% (4)

John Ragland
Summerville, SC 29485 150,000 3.8%

All Directors and Executive
Officers as a Group
(2 Persons) 734,500 21.7%

- -------------------------------

(1) Logistics Management, L.L.C. is 50% owned jointly by Danny and Roxann
Pixler, wife of Danny L. Pixler, and 50% owned by Association Services,
Inc., which is 100% owned by the Huff Grandchildren's Trust.

(2) Includes 3,600,000 shares which may be acquired within 60 days by
exchanging 360,000 shares of Series A Preferred Stock for 3,600,000 shares
of common stock. Does not include 900,000 shares of our Series A Preferred
Stock held by Logistics Management, LLC, which represents 9,000,000 votes
and which is exchangeable for up to 9,000,000 shares of U.S. Trucking
common stock when certain revenue targets are achieved.

(3) Represents a 50% beneficial interest in the shares held by Logistics
Management, LLC and options to purchase up to 3,500,000 shares of Common
Stock. Does not include 75,000 shares of Series C Preferred Stock held by
Danny Pixler which carry 7,500,000 votes.

(4) Represents a 50% beneficial interest in the shares held by Logistics
Management, L.L.C. and options to purchase up to 3,500,000 shares of Common
Stock. Does not include 75,000 shares of Series C Preferred Stock held by
Huff Grandchildren's Trust which carry 7,500,000 votes, of which Mr. Huff
is co-trustee.

There are no known agreements, the operation of which may at a subsequent
date result in a change in control of Logistics Management Resources Inc.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During January 1999, three of our shareholders entered into a stock
exchange agreement with us whereby they agreed to exchange a total of 9,990,000
shares of our common stock for 999,000 shares of our Series A Preferred Stock.
Each share of Series A Preferred Stock will have ten votes and the shares will
be voted together with the common stock as a single class. Pursuant to the stock
exchange agreement, each share of Series A Preferred Stock will be exchangeable
back into ten shares of common stock as follows: one-fifth of the shares upon
reporting revenues of $31 million or more for any fiscal year or shorter period
in a report on Form 10-KSB, 10-K, 10-QSB, or 10-Q as filed with the Securities
and Exchange Commission; an additional one-fifth if revenues are at or above $41
million; an additional one-fifth if revenues are at or above $51 million; an
additional one-fifth if revenues are at or above $61 million; and the balance if
revenues are at or above $71 million. The shareholders who exchanged shares are
Logistics Management, LLC - 9,000,000 shares; Joff Pollon - 250,000 shares; and
Waterways Group - 740,000 shares.

We issued 75,000 shares of Series C Preferred Stock to each of Danny L.
Pixler and the Huff Grandchildren's Trust in consideration of those
parties' guaranties with respect to in excess of $13,000,000 of LMRI or
affiliates debt obligations. Each Series C share carries 100 votes per share on
all matters submitted to a vote of stockholders, but otherwise carries no rights
to dividends or other distributions.

In January 2000, we guaranteed certain monetary obligations of Professional
Transportation Group Ltd., Inc. to Southtrust Bank, N.A. under a $9.0 million
accounts receivable credit facility. At April 30, 2000, approximately $7
million was owed on the loan. The loan is also guaranteed by Logistics
Management, LLC a principal shareholder of the Company. It is also anticipated
that we (along with Logistics) will guaranty a term loan with a remaining
balance of $195,000 from Southtrust to Professional in May, 2000.

We believe that the above transactions involving Logistics Management
Resources Inc. and its wholly-owned subsidiaries have been on terms no less
favorable to us than those that could have been obtained from unaffiliated
parties. When reviewing transactions with affiliates, the members of the Board
attempt to consider all of their fiduciary duties to shareholders and they
consult with the our legal counsel for their opinions on the transactions.

Logistics Management Resources, Inc.

F.T.A. U.S. Trucking, Inc.

Financial Statements

December 31, 2000

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Index to the Financial Statements
December 31, 2000

Page

Independent Auditors' Report....................................... 1

Financial Statements

Balance Sheet................................................. 2

Statements of Operations...................................... 3

Statements of Stockholders' Equity............................ 4-5

Statements of Cash Flows...................................... 6-8

Notes to the Financial Statements............................. 9-23

Independent Auditors' Report

To the Board of Directors and Stockholders of
Logistics Management Resources, Inc.

We have audited the accompanying balance sheet of Logistics Management
Resources, Inc. as of December 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the year 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. The financial statements of Logistics Management Resources, Inc. as
of December 31, 1999 were audited by other auditors whose report dated April 14,
2000 expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
These 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 present fairly, in
all material respects, the financial position of Logistics Management Resources,
Inc. as of December 31, 2000, and the results of its operations, cash flows and
changes in stockholders' equity for the year then ended in conformity with U.S.
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 11 of the notes to the
financial statements, the Company incurred a net loss of $41,067,760 for the
year ended December 31, 2000, and as of that date, had a working capital
deficiency of $20,002,465 and an impairment of $22,380,894. The Company's
ability to generate sufficient proceeds from prospective operations or debt or
equity arrangement is uncertain. These conditions raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans are
also discussed in Note 11. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Bridgewater, New Jersey
May 3, 2001

ROSENBERG RICH BAKER BERMAN & COMPANY, CPAS P.C.

/s/ Rosenberg Rich Baker Berman & Company, CPAS P.C.

F-1

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Balance Sheet
December 31, 2000

Assets

Current Assets
Inventory $ 162,000
------------
Total Current Assets 162,000

Property and equipment, at cost less accumulated depreciation of $244 975
Debt issuance costs, net of accumulated amortization of $43,522 80,195
------------
Total Assets 243,170
============

Liabilities and Stockholders' Equity

Current Liabilities
Cash overdraft 29,688
Accrued expenses 260,477
Accrued interest 1,728,731
Due to related party 317,820
Convertible debentures 4,405,000
Net liabilities of discontinued operations 13,422,749
------------

Total Current Liabilities
20,164,465

Long-term debt, net current portion
2,459,599
------------
Total Liabilities
22,624,064

Commitments and contingencies

Stockholders' Equity
Preferred stock, no par value; (10,000,000 shares authorized)
Series A (99,000 shares outstanding) 132
Series B (2,000 shares outstanding) 2,000,000
Series C (50,000 shares outstanding) 15,000
Series D (950 shares outstanding) 950,000
Series E (2,300 shares outstanding) 2,300,000
Common stock, no par value; 75,000,000 shares authorized, --
31,714,467 shares issued and outstanding
Subscription receivable (906,788)
Additional paid-in capital 12,197,922
Accumulated (deficit)
(38,937,160)
------------

Total Stockholders' Equity (Impairment)
(22,380,894)
------------

Total Liabilities and Stockholders' Equity $ 243,170
============

See notes to the financial statements.

F-2

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Statements of Operations

Year Ended December 31,
-----------------------------------
2000 1999
(As
Restated)
----------------- ----------------
Continuing Operations:
Operating Expenses
Private offering fees $ 149,500 $ 610,500
Debenture issuance costs 146,047 78,180
Amortization expense 43,522 8,057
Depreciation expense 244 --
Interest expense 1,728,731 --
Professional fees 288,164 205,657
------------ -----------
Total Operating Expenses 2,356,208 902,394
------------ -----------

Net Operating Loss before Discontinued Operations
(2,356,208) (902,394)
------------ -----------
Discontinued Operations:
Estimated income (loss) on disposal of discontinued operations, including
provision for operating income (loss), (net of income tax benefit of $0 and (38,711,552) 1,009,152
$1,141,963, respectively) -- --
Net (Loss) Income $(41,067,760) $ 106,758
============ ===========

Earnings (Loss) Per Common Share
(Loss) from continuing operations $ (.17) $ (.11)
Income (Loss) from discontinued operations (2.55) .12
------------ -----------
Basic and diluted earnings per share $ (2.72) $ .01
============ ===========

Weighted Average Number of Common Shares Outstanding
15,091,120 8,130,780
============ ===========

F-3

See notes to the financial statements.

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Statement of Shareholders' Equity
Year Ended December 31, 1999
(As Restated)

Common Stock Preferred Shares Series A Preferred Shares Series
---------------------------- --------------------------- -------------------------
No Par Amount Number of Amount Number Amount
Value Shares Shares of Shares
------------- ------------- ------------ ------------- ---------- -------------

Opening Balances at 16,074,591 $ 2,796,000 - $ - $ -
January 1, 1999

Issuance of common stock 1,759,870 449,961 - - - -
upon exercise of options

Capital contributed - - - - - -

Issuance of common stock - 200,000 650,000 - - - -
Excalibur Acquisition

Issuance of common stock - 200,000 500,000 - - - -
Prostar Acquisition

Series A preferred stock (9,990,000) (762) 999,000 762 - -
exchanged for common
stock

Issuance of Series B - - - - 2,000 2,000,000
preferred stock

Issuance of Series C - - - - - -
preferred stock

Issuance of Series D - - - - - -
preferred stock

Issuance of Series E - - - - - -
preferred stock

Proceeds from sale of 600,000 2,050,000 - - - -
common stock

Other comprehensive income -
Net income for the year ended - - - - - -
December 31, 1999

Change in unrealized loss on - - - - - -
available-for-sale
investments

Transfer of no par common stock (6,445,199) - - - -
value to additional paid in
capital

------------- ------------- ------------ ------------- ---------- -------------
Ending Balances at 8,844,461 $ - 999,000 $ 762 2,000 $ 2,000,000
December 31, 1999 ============= ============= ============ ============= ========== =============

Preferred Shares Series C Preferred Shares Series D Preferred Shares Series E
-------------------------- -------------------------- ---------------------------
Number of Amount Number of Amount Number of Amount
Shares Shares Shares
----------- ------------- ----------- ------------- ------------ -------------
Opening Balances at - $ - - $ - - $ -
January 1, 1999

Issuance of common stock - - - - - -
upon exercise of options

Capital contributed - - - - - -

Issuance of common stock - - - - - - -
Excalibur Acquisition

Issuance of common stock - - - - - - -
Prostar Acquisition

Series A preferred stock - - - - - -
exchanged for common
stock

Issuance of Series B - - - - - -
preferred stock

Issuance of Series C 50,000 15,000 - - - -
preferred stock

Issuance of Series D - - 950 950,000 - -
preferred stock

Issuance of Series E - - - - 2,300 2,300,000
preferred stock

Proceeds from sale of - - - - - -
common stock

Other comprehensive income -
Net income for the year ended - - - - - -
December 31, 1999

Change in unrealized loss on - - - - - -
available-for-sale
investments

Transfer of no par common stock - - - - - -
value to additional paid in
capital

----------- ------------- ----------- ------------- ------------ -------------
Ending Balances at 50,000 $ 15,000 950 $ 950,000 2,300 $ 2,300,000
December 31, 1999 =========== ============= =========== ============= ============ =============

Additional Accumulated Comprehensive Subscription Total
Paid in Deficit Income Receivable
Capital
------------- ------------- -------------- -------------- --------------
Opening Balances at $ 3,821,812 $ (1,409,433) $ - $ (120,000) $ 5,088,379
January 1, 1999

Issuance of common stock - - - (436,788) 13,173
upon exercise of options

Capital contributed 401,668 - - - 401,668

Issuance of common stock - - - - - 650,000
Excalibur Acquisition

Issuance of common stock - - - - - 500,000
Prostar Acquisition

Series A preferred stock - - - - -
exchanged for common
stock

Issuance of Series B (185,000) - - - 1,815,000
preferred stock

Issuance of Series C - - - - 15,000
preferred stock

Issuance of Series D (150,000) - - - 800,000
preferred stock

Issuance of Series E (282,900) - - - 2,017,100
preferred stock

Proceeds from sale of - - - (350,000) 1,700,000
common stock

Other comprehensive income -
Net income for the year ended - 106,758 - - 106,758
December 31, 1999

Change in unrealized loss on - - (11,976) - (11,976)
available-for-sale
investments

Transfer of no par common stock 6,445,199 - - - -
value to additional paid in
capital

------------- ------------- -------------- -------------- --------------
Ending Balances at $ 10,050,779 $ (1,302,675) $ (11,976) $ (906,788) $ 13,095,102
December 31, 1999 ============= ============= ============== ============== ==============

See notes to the financial statements.

F-4

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Statement of Shareholders' Equity
Year Ended December 31, 2000

Common stock issued for 1,713,500 - - - -
consulting services

Issuance of common stock
Checkmate Acquisition 385,000 - - - - -

Sale of common stock 2,710,000 - - - - -
through private offering

Series A preferred stock 9,000,000 - (900,000) (630) - -
exchanged for common
stock

Conversion of debentures for 897,504 - - - - -
common stock

Issuance of common stock for 361,377 - - - - -
convertible debenture
interest

Issuance of common stock for 2,625 - - - - -
employee bonuses

Issuance of common stock to 7,800,000 - - - - -
related party in
consideration
of guaranteeing certain
obligations

Net change in other - - - - - -
comprehensive income

Accumulated deficit of - - - - - -
former subsidiaries

Net loss for the year ended - - - - - -
December 31, 2000
------------- ------------- ------------ ------------- ---------- -------------
Ending Balances at 31,714,467 $ - 99,000 $ 132 2,000 $ 2,000,000
December 31, 2000 ============= ============= ============ ============= ========== =============

Preferred Shares Series C Preferred Shares Series D Preferred Shares Series E
-------------------------- -------------------------- --------------------------
Number of Amount Number of Amount Number of Amount
Shares Shares Shares
------------ ------------ ----------- ------------- ------------ ------------
Opening Balances at 50,000 $ 15,000 950 $ 950,000 2,300 $ 2,300,000
January 1, 2000 (as restated)

Common stock issued for - - - - - -
consulting services

Issuance of common stock
Checkmate Acquisition - - - - - -

Sale of common stock - - - - - -
through private offering

Series A preferred stock - - - - - -
exchanged for common
stock

Conversion of debentures for - - - - - -
common stock

Issuance of common stock for - - - - - -
convertible debenture
interest

Issuance of common stock for - - - - - -
employee bonuses

Issuance of common stock to - - - - - -
related party in
consideration
of guaranteeing certain
obligations

Net change in other - - - - - -
comprehensive income

Accumulated deficit of - - - - - -
former subsidiaries

Net loss for the year ended - - - - - -
December 31, 2000
------------ ------------ ----------- ------------- ------------ ------------
Ending Balances at 50,000 $ 15,000 950 $ 950,000 2,300 $ 2,300,000
December 31, 2000 ============ ============ =========== ============= ============ ============

Additional Accumulated Compre-hensive Subscription Total
Paid in Deficit Income Receivable
Capital
------------- ------------- --------------- -------------- --------------
Opening Balances at $ 10,050,779 $ (1,302,675) $ (11,976) $ (906,788) $ 13,095,102
January 1, 2000 (as restated)

Common stock issued for 576,120 - - 576,120
consulting services

Issuance of common stock
Checkmate Acquisition 1,026,782 - - - 1,026,782

Sale of common stock 271,000 - - 271,000
through private offering

Series A preferred stock 630 - - - -
exchanged for common
stock

Conversion of debentures for 50,296 - - - 50,296
common stock

Issuance of common stock for 20,201 - - - 20,201
convertible debenture
interest

Issuance of common stock for 7,114 - - - 7,114
employee bonuses

Issuance of common stock to 195,000 - - - 195,000
related party in
consideration
of guaranteeing certain
obligations

Net change in other - - 11,976 - 11,976
comprehensive income

Accumulated deficit of - 3,433,275 - - 3,433,275
former subsidiaries

Net loss for the year ended - (41,067,760) - - (41,067,760)
December 31, 2000
------------- ------------- --------------- -------------- --------------
Ending Balances at $ 12,197,922 $ (38,937,160) $ - $ (906,788) $ (22,380,894)
December 31, 2000 ============= ============= =============== ============== ==============

See notes to the financial statements.

F-5

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Statements of Cash Flows

Year Ended December 31,
----------------------------------
2000 1999
(As Restated)
-------------- ----------------
Cash Flows From Operating Activities
Continuing Operations

Loss before income taxes $ (2,356,208) $ (902,394)

Adjustments to Reconcile Net (Loss) Income to Net Cash Used By
Operating Activities
Depreciation expense 244 --
Amortization expense 43,522 8,057
Debenture issuance costs on converted debt 146,047 78,180

(Increase) in Assets
Inventory (162,000) --
Increase in Liabilities
Cash overdraft 15,573 14,115
Accrued expenses 1,619,835 369,373
------------ -----------
Net Cash Used in Continuing Operations (692,987) (432,669)
------------ -----------

Discontinued Operations
Loss (income) before income taxes (38,711,552) 1,009,152
Adjustments to Reconcile Net (Loss) Income to Net Cash Used By
Operating Activities
(Increase) in net assets of discontinued operations -- (9,015,002)
Increase in net liability of discontinued operations 31,855,339 --
------------ -----------
Net Cash Used in Discontinued Operations (6,856,213) (8,005,850)
------------ -----------
Net Cash Used in Operating Activities (7,549,200) (8,438,519)
------------ -----------

Cash Flows From Investing Activities
Purchases of equipment (1,219) --
------------ -----------
Net Cash Provided By (Used in) Investing Activities (1,219) --
------------ -----------

See notes to the financial statements.

F-6

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Statements of Cash Flows (Continued)

Year Ended December 31,
-----------------------------------
2000 1999
(As Restated)
--------------- ----------------
Cash Flows from Financing Activities
Net proceeds from related parties 317,820 --
Proceeds from sale of common stock and additional paid in capital 271,000 2,149,199
Proceeds from sale of preferred stock -- 5,250,000
Contribution of capital -- 401,668
Costs incurred in sale of preferred stock -- (617,900)
Cash proceeds from the issuance of convertible debentures 4,650,000 2,250,000
Cash paid for costs incurred in sale of convertible debentures (148,000) (208,000)
Repayments of convertible debentures -- (800,000)
Proceeds from long-term debt financing 2,459,599 --
----------- -----------
Net Cash Provided By Investing Activities 7,550,419 8,424,967
----------- -----------

Net Decrease in Cash -- (13,552)
Cash at beginning of year -- 13,552
----------- -----------
Cash at end of year $ -- $ --
=========== ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for:
Interest expense $ 310,244 $ 1,069,435
=========== ===========
Income taxes $ -- $ --
=========== ===========

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

In December, 2000, the Company converted $50,296 of convertible debentures into
897,504 shares of common stock.

In December, 2000, the Company converted $20,201 of accrued interest on
convertible debentures into 361,377 shares of common stock.

In June, 2000, 9,000,000 shares of common stock were issued for the retirement
of 900,000 shares of Series A preferred stock valued at $630.

In December, 2000, the Company issued 7,800,000 shares of its common stock at
$195,000 to a related party for a guarantee of indebtedness with respect to the
bankruptcies of the former subsidiaries of the Company.

During the year ended December 31, 2000, a related party shareholder transferred
common stock of the Company valued at $1,743,484 to a holder of the Company's
convertible debentures for principal and interest payments of those debentures.
A total of 2,254,700 and 150,477 shares for principal of $1,644,704 and interest
of $98,780, respectively, were transferred in exchange for a note receivable
from the Company of $1,743,484.

See notes to the financial statements.

F-7

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Comparative Statement of Cash Flows (Continued)

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES (Continued)

During 2000, the Company entered into a purchase agreement to acquire six
tractors valued at $162,000 for a note payable. The tractors were obtained for
resale and have been accounted for as inventory in the accompanying financial
statements.

During the first quarter of 2000, LMRI acquired the business operations of
Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc.

Fair value of assets acquired $3,531,347
Fair value of liabilities assumed 4,399,649
Goodwill recognized 2,606,125
Cash paid 534,698
Value of common stock issued 1,026,782

In June 1999, LMRI acquired the intermodal business operations of Excalibur
Express, Inc.:

Fair value of assets acquired $1,026,410
Goodwill recognized 76,410
Liabilities assumed 300,000
Cash paid 650,000

In April 1999, the Company acquired the business operations of Prostar, Inc.:

Fair value of assets acquired $ --
Goodwill recognized 1,444,312
Liabilities assumed 229,312
Cash paid 715,000
Value of common stock issued 500,000

During 1999, various parties, including related parties, subscribed to 1,522,625
shares of common stock valued at $786,788. The Company recorded the subscription
receivables as a reduction of stockholders' equity.

During 1999, the Company sold transportation equipment with a net book value of
$5,185,602 to One-Way Logistics, Transit Financial Co. and Interstate
University, Inc. (related parties) in exchange for Notes Receivable totaling
$6,556,000.

During 1999, 9,990,000 shares of common stock were exchanged for 999,000 shares
of Series A preferred stock, with a value of $762.

See notes to the financial statements.

F-8

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 1 - General and Summary of Significant Accounting Policies

(A) Nature of Business

Logistics Management Resources, Inc. (LMRI), formerly U. S. Trucking, Inc.
a Colorado corporation, was incorporated in Colorado under the name
Northern Dancer, Inc. in January, 1987 for the purpose of acquiring an
operating company. It completed a small public offering in 1988. In
September, 1998 it completed a reverse acquisition of Logistics Management
Resources, Inc., formerly U. S. Trucking, Inc., a Nevada corporation that
had two operating subsidiaries which it had acquired in early 1997 just
after it was incorporated.

Corporate headquarters are located in Louisville, Kentucky.

On November 30, 2000, UST Logistics, Inc., Mencor, Inc., Prostar, Inc. and
Gulf Northern Transport, Inc., LMRI's four operating subsidiaries, filed
voluntary petitions for reorganization under Chapter 11 of the Bankruptcy
Code in the United States Bankruptcy Court, Middle District of Florida,
Jacksonville Division.

Prior to December 31, 2000 the Company terminated it's auto liability
insurance business.

LMRI's contemplated prospective principle business is to provide for the
transportation needs of clients through "Total Logistics Management," which
includes managing a client's domestic and international trucking, load
matching, consolidation and warehousing requirements.

On February 1, 2001 the Company changed its name to Logistics Management
Resources, Inc. (LMRI).

(B) Basis of Presentation

The accompanying balance sheet and related statement of operations,
stockholders' equity and cash flows at and for the year ended December 31,
2000, include the financial activities of LMRI. Financial activities of
former subsidiaries and the Company's terminated auto liability insurance
business are included in discontinued operations.

The accompanying statement of operations, stockholders' equity and cash
flows for the year ended December 31, 1999 include the accounts of LMRI and
its then wholly owned subsidiaries, Gulf Northern Transport, Inc., Mencor,
Inc. and Prostar, Inc. The financial activity of these subsidiaries is
reflected in discontinued operations in the accompanying Statement of
Operations. Significant intercompany transactions or balances for the
period ended December 31, 1999 have been eliminated.

F-9

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 1 - General and Summary of Significant Accounting Policies (Continued)

During 1999, the Company changed its revenue recognition policy to record
revenue at the time freight is picked up at the customer's site.

(D) Earnings Per Share

Basic earnings per share are computed by dividing net income available to
common shareholders by the weighted average number of common shares
outstanding during the year. Diluted earnings per share are calculated by
combining weighted average number of common shares outstanding and
potentially dilutive common share equivalents unless the effect of doing so
is anti-dilutive. Common equivalent shares have been excluded from the 2000
and 1999 computation of diluted earnings per share since their effect is
anti-dilutive.

The weighted average number of shares for 2000 and 1999 was 15,091,120 and
8,130,780, respectively.

(E) Fair Value of Financial Instruments

The fair values of cash, accounts receivable, accounts payable and other
short-term obligations approximate their carrying values because of the
short maturity of these financial instruments. The carrying values of the
Company's long-term obligations at December 31, 2000 consisting of
anticipated liabilities relating to it's discontinued auto insurance
business are payable over approximately 30 months without interest.
Accordingly, this obligation has been subjected to a present value discount
applying an interest rate factor of 10% which represents the rate available
to the Company at December 31, 2000. In accordance with Statement of
Financial Accounting Standards No. 107, "Disclosure About Fair Value of
Financial Instruments," rates available at balance sheet dates to the
Company are used to estimate the fair value of existing debt.

(F) Cash and Equivalents

Cash and equivalents represent cash and short-term highly liquid
investments with original maturities of six months or less. The Company
places its cash and equivalents with high credit quality financial
institutions which may exceed federally insured amounts at times.

(G) Debt Issuance Costs

Debt issuance costs are recorded at cost and are being amortized over the
term of the related obligations or their conversion, if sooner, using the
effective interest method. Accumulated amortization was $43,522 at December
31, 2000.

F-10

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 1 - General and Summary of Significant Accounting Policies (Continued)

(H) Income Taxes

The Company utilizes Statement of Financial Accounting Standards No. 109
("SFAS 109"), "Accounting for Income Taxes," which requires an asset and
liability approach to financial accounting and reporting for income taxes.
The difference between the financial statement and tax basis of assets and
liabilities is determined annually. Deferred income tax assets and
liabilities are computed for those temporary differences that have future
tax consequences using the current enacted tax laws and rates that apply to
the periods in which they are expected to affect taxable income. In some
situations, SFAS 109 permits the recognition of expected benefits of
utilizing net operating loss and tax credit carryforwards. Valuation
allowances are established based upon management's estimate, if necessary.
Income tax expense is the current tax payable or refundable for the period
plus or minus the net change in the deferred tax assets and liabilities.

(I) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

(J) Reclassifications

Certain reclassifications were made to prior period financial statement
presentations to conform with current period presentations.

(K) Inventory

At December 31, 2000 inventory consisted of transportation equipment held
for resale.

Inventory is stated at the lower of cost or market, determined on a
first-in, first-out basis.

(L) Property and Equipment

Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives.
Accelerated methods of depreciation are followed for tax purposes and the
straight-line method is used for financial reporting purposes.

F-11

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 1 - General and Summary of Significant Accounting Policies (Continued)

(M) Intangible Assets

Intangible assets include goodwill which is amortized on a straight-line
basis over periods ranging from six to twenty years and deferred financing,
debt issuance costs and trade-in costs which are amortized on a
straight-line basis over periods ranging from three to five years.

Note 2 - Equipment

Equipment at cost, less accumulated depreciation, consists of the following at
December 31, 2000:

Office Equipment $ 1,219
Less accumulated depreciation 244
-------------
Total $ 975
=============

Depreciation expense charged to operations was $244 and $0 in 2000 and
1999, respectively.

Note 3 - Convertible Debentures

During 2000 and 1999, the Company issued $4,650,000 and $2,250,000,
respectively of 10% convertible debentures due May 31, 2002. The Company
received proceeds of $4,502,000 and $2,042,000, net of $148,000 and
$208,000 of debt issuance costs, respectively. The debt issuance costs are
being amortized over the life of the debentures and $43,522 and $8,057 was
amortized during 2000 and 1999, respectively.

During 2000, $50,296 of debentures and $20,201 of accrued interest were
converted into 897,504 and 361,377 common shares, respectively. Related
debt issuance costs of $146,047 was expensed during 2000.

The holders of the debentures are entitled, at their option, to convert at
any time, all or any part of the principal amount of the debentures plus
accrued interest.

The price per share of Common Stock into which the debentures are
convertible is the higher of $1.50 or the lower of 80% of the average
closing bid price of the Common Stock quoted on the OTC Bulletin Board for
three trading days preceding the conversion date or $2.37 per share. In no
event will the conversion price be less than $1.50 per share.

No debentures were converted during the year ended December 31, 1999.
However, the Company retired $800,000 of debentures in September 1999
including approximately $31,000 of accrued interest. Related debt issuance
costs of $78,180 was expensed during 1999.

Note 4 - Acquisitions

2000 Transactions

On February 7, 2000, U. S. Trucking entered into a merger agreement to
acquire Checkmate Truck Brokerage, Inc. and Maverick Truck Brokerage, Inc.
for a purchase price of $2,606,125. Under the terms of the agreement, the
purchase price consisted of 385,000 shares of common stock that were valued
at

F-12

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 4 - Acquisitions (Continued)

$1,026,782 and $500,000 payable to the Company's shareholders. In addition,
$500,000 had been placed in escrow pending the outcome of an acquisition
review of the assets and liabilities. Additionally, the contract includes a
stock adjustment agreement whereby the issuance of the common stock
included in the agreement will be adjusted pending the outcome of certain
performance parameters. An allocation of the purchase price is as follows:

Checkmate/
Maverick
-----------------
Assets
Accounts receivable $ 3,311,143
Transportation and other equipment 220,204
Goodwill 2,429,782
-----------------
Total $ 5,961,129
=================

Liabilities Assumed and Equity
Liabilities assumed $ 3,962,688
Liability to sellers 971,659
Common stock 1,026,782
-----------------
Total $ 5,961,129
=================

F-13

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 4 - Acquisitions (Continued)

1999 Transactions

Excalibur Express, Inc. - Effective June 1999, U. S. Trucking acquired the
intermodal business of Excalibur Express, Inc., a Charleston based company.
The total purchase price paid was $1,026,410, which consisted of $300,000
of cash, 200,000 shares of common stock valued at $3.25 per share and the
assumption of liabilities in the amount of $76,410. Goodwill of $1,026,410
was recorded and is being amortized over twenty years.

Fulmer Transport, Inc. - In August 1999, U. S. Trucking acquired the
freight agent and freight brokerage businesses and selected assets and
liabilities of Fulmer Transport, Inc. The total purchase price paid was
$1,806,789 of which $485,000 was paid to the sellers, $824,800 of assets
acquired and the assumption and/or payment of liabilities of $1,321,789.
The assets and liabilities were recorded at their fair market values and
goodwill in the amount of $981,989 was recorded and is being amortized over
twenty years.

Prostar, Inc. - In April 1999, U. S. Trucking acquired the freight
brokerage business of Prostar, Inc. The total purchase price was $1,444,312
consisting of 200,000 shares of Common Stock valued at $500,000, $715,000
in cash, and the assumption of $229,312 of net liabilities. Goodwill in the
amount of $1,429,312 was recorded and is being amortized over twenty years.

An allocation of the purchase price for each of the 1999 transactions
follows:

Prostar Excalibur Fulmer Total
Express Transport, Inc.
-------------- ----------- -------------- -----------
Assets

Transportation and other equipment $ -- $ -- $ 463,000 $ 463,000
Goodwill 1,444,312 1,026,410 981,989 3,452,711
Other assets -- -- 361,800 361,800
---------- ---------- ---------- ----------
Total $1,444,312 $1,026,410 $1,806,789 4,277,511
========== ========== ========== ==========

Liabilities
Assumed and Equity
Liabilities including debt to sellers $ 944,312 $ 376,410 $1,806,789 $3,127,511
Common stock 500,000 650,000 -- 1,150,000
---------- ---------- ---------- ----------
Total $1,444,312 $1,026,410 $1,806,789 $4,277,511
========== ========== ========== ==========

F-14

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 4 - Acquisitions (Continued)

Combined Company
Pro Forma Combined Condensed Statement of Operations
For the Year Ended December 31, 1999
(Unaudited)

Historical Pro forma
----------------------------------------------------------------- --------------------------------
U. S. Prostar Excalibur Fulmer Adjustments Combined
Trucking Express Transport,
Inc.
-------------- --------------- --------------- --------------- --------------- ---------------

Net revenues $ 44,736,677 $ 2,158,664 $ 2,304,133 $ 12,854,302 $ (883,034) $ 61,220,677
============== =============== =============== =============== =============== ===============
Net income (loss) (1,035,205) (196,999) 177,241 (198,823) 297,385 (906,466)
before taxes
============== =============== =============== =============== =============== ===============

Net income (loss) $ 106,758 $ (196,999) $ 128,729 $ (198,823) $ 297,385 $ 186,985
============== =============== =============== =============== =============== ===============
Basic earnings per
common share $ .01 $ .02
============== ===============

The financial activity of these subsidiaries, as well as LMRI's terminated auto
insurance liability business is reflected in discontinued operations in the
accompanying Statement of Operations.

F-15

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 4 - Acquisitions (Continued)

The proforma adjustments to revenue represent revenue generated by the truckload
sector of Fulmer Transport, Inc. that the Company did not acquire. The
adjustments relating to operating expenses result from subtracting Fulmer
Transport, Inc.'s truckload cost of revenues and the reduction of overheads
expected. The reduction of interest expense relates to the estimated savings
from converting Fulmer Transport, Inc. and Prostar from a factoring arrangement
to a revolving credit facility.

Note 5 - Discontinued Operations

On November 30, 2000, the Company's four operating subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy Code. The
Company is liable as a guarantor on certain indebtedness of its former
subsidiaries.

The estimated loss on the disposal of the discontinued operations is
$38,446,371, (net of income tax benefit of $0), represents the estimated loss to
the Company as a result of the bankruptcy filings of its former subsidiaries,
and includes provisions for operating losses through the date of filing. The
income statement for 1999 has been restated and operating results of LMRI are
shown separately.

Note 6 - Net Liabilities of Discontinued Operations

The Company is liable for obligations as to which it is a primary or secondary
guarantor relating to its former subsidiaries which have filed voluntary
petitions for reorganization, and its terminated auto liability insurance
business. Resultant estimated guarantee obligations are comprised of the
following:

General Electric Capital Corporation (GE)

On November 27, 2000 Gulf Northern Transport, Inc., Prostar, Inc.,
U.S.T. Logistics, Inc. as borrowers and LMRI as a guarantor entered
into a Restructure Agreement with respect to certain financing
arrangements pursuant to a loan and security agreement dated as of
December 22, 1998 between the borrowers and GE. Pursuant thereto, the
Company estimates its gross liability to be $18,415,000 and the
realizable value of the related collateral to be $6,915,000 resulting
in an estimated guarantee obligation of $11,500,000. As of May 3,
2001, the Company was in default as to its obligations under the
Restructure Agreement.

Captive Insurance Program

Prior to December 31, 2000, the Company terminated its auto insurance
business and has been advised by counsel that its maximum exposure may
be $1,414,492. The Company contemplates satisfying this liability at
the rate of $50,000 per month commencing in July 2001. The present
value of this obligation, applying a 10% effective interest rate
amounts to $1,203,657.

Financing Arrangements

The Company is a guarantor as to certain equipment financing and
leases of its former subsidiaries. The Company estimates its gross
liability to be $2,987,247 pursuant to these financing arrangements
and the realizable value of the related collateral to be $2,484,000
resulting in an estimated guarantee obligation of $503,247.

Other estimated guarantee obligations, which include bank overdrafts,
disputed vendor invoices and matters in litigation approximate
$215,845.

F-16

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 7 - Income Taxes

Income taxes are comprised of the following components:

2000 1999
--------------- ----------------
Current - Federal $ - $ -
State - -
--------------- ----------------
Total Current - -
--------------- ----------------

Deferred - Federal - (1,010,392)
State - (131,571)
--------------- ----------------
Total Deferred - (1,141,963)
--------------- ----------------
Total $ - $ (1,141,963)
=============== ================

The deferred tax asset as of December 31, 1999 includes a current
portion of $400,000 and a long-term portion of $741,963.

2000 1999
-------------- -----------------------------

Tax at statutory rate $ - $ (352,000) (34.0)%
Benefit of graduated rates
State income tax, net of federal tax benefit - (27,100) (2.6)
Non-deductible portion of amortization - 50,600 4.9
of goodwill
Other non-deductible expenses - 21,800 2.1
-------------- -----------------------------
Total $ - $ (306,700) (29.6)%
============== =============================

Deferring methods of reporting income for tax purposes as compared to
financial reporting purposes resulted in net deferred income tax
provisions of approximately $136,400 for the year ended December 31,
1999.

Note 8 - Preferred Stock

During 2000, the Company exchanged 900,000 shares of its Preferred Series
A shares for 9,000,000 common shares. On February 1, 1999, the Company
entered into three stock exchange agreements whereby a total of 9,990,000
shares of Common Stock were exchanged for 999,000 of Series A Preferred
Stock. The value of the shares was determined to be $762 and such amount
was deducted from additional paid-in capital. Each share of Series A
Preferred Stock is entitled to ten votes and will vote together with the
holders of the Common Stock. Pursuant to this agreement, each share of
Series A Preferred Stock may be exchanged for ten shares of Common Stock
as follows: one fifth of the shares upon LMRI reporting revenues of $31
million or more for any fiscal year or shorter period in a report filed
on Form 10-KSB or any appropriate Securities and Exchange Commission
filing; an additional one-fifth if revenues are at or above $41million;
an additional one fifth if revenues are at or above $51 million; an
additional one-fifth if revenues are at or above $61 million and the
balance if revenues are at or above $71 million.

F-17

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 8 - Preferred Stock (Continued)

Based upon the revenues reported in the accompanying consolidated
financial statements, 40% of the Series A Preferred Stock are eligible to
be exchanged for Common Stock.

Series B Convertible Preferred Stock - During 1999, LMRI sold $1,000,000
of Series B Convertible Preferred Stock and issued 2,000 shares. The
Company incurred $185,000 of issuance costs that were deducted from
additional paid-in capital. Shares of Series B Convertible Preferred
Stock are convertible into shares of Common Stock based upon the stated
value of $1,000 per share of Preferred Stock divided by the conversion
price on the date of conversion. Holders of Series B Convertible
Preferred Stock may elect to convert their shares commencing on the
earlier of October 28, 1999 or the occurrence of any merger, tender
offer, or redemption event.

The conversion price is equal to 90% of the average closing bid price for
the ten consecutive trading days immediately preceding the conversion
date, not to exceed $2.59 per share. Holders of Series B Preferred Stock
are entitled to receive a dividend of 12% annually. No dividends were
declared as of December 31, 2000 or 1999.

There are also provisions in the security, which allow the holders to
redeem their shares upon the occurrence of certain events including the
inability of LMRI to issue free trading common stock to the holders
because the shares have not been registered under the Securities Act.

The Series B shareholders have no voting rights.

Series C Convertible Preferred Stock - During 1999, LMRI issued 50,000
shares of Series C Convertible Preferred Stock to existing related party
shareholders in exchange for their guaranteeing the Company's debt
incurred under the revolving credit agreement. The shares were valued for
financial statement purposes at $.30 per share.

Each share of Series C Convertible Preferred Stock entitles the holder to
one hundred votes and votes together with the holders of Common Stock.
The holders of Series C Preferred Stock have no liquidation rights and no
rights to dividends. The Series C Preferred Stock is not redeemable.

Series D Convertible Preferred Stock - During 1999, LMRI sold $950,000 of
Series D Convertible Preferred shares and issued 950 shares. The Company
incurred $150,000 of issuance costs that were deducted from additional
paid-in capital. Shares of Series D Convertible Preferred Stock are
convertible into shares of common stock based on the stated value of
$1,000 per share of preferred stock divided by the conversion price on
the conversion date. Holders of the Series D Convertible Preferred Stock
may elect to convert their shares commencing the earlier of January 8,
2000 or the occurrence of a merger, tender offer, or redemption event.

Holders of Series D Convertible Preferred Stock are entitled to receive a
dividend of 12% annually. No dividends have been declared. In addition,
the holders of Series D Convertible Preferred Stock have no voting
rights.

Series E Convertible Preferred Stock - During 1999, LMRI sold $2,300,000
of Series E Convertible Preferred Stock and issued 2,300 shares. The
Company incurred $282,900 of issuance costs that were deducted from

F-18

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 8 - Preferred Stock (Continued)

additional paid-in capital. Shares of Series E Convertible Preferred
Stock are convertible into shares of Common Stock based upon the stated
value of $1,000 per share of preferred stock divided by the conversion
price on the conversion date. Holders of the Series E Convertible
Preferred Stock may elect to convert their shares commencing on the
earlier of March 9, 2000, or the occurrence of a merger, tender offer, or
redemption event. The conversion price is $3.18 per share. Series E
Convertible Preferred Stock has no voting rights and are entitled to
receive a dividend of 12% annually. No dividends have been declared.

Note 9 -Related Party Transactions

Amounts due to related party amount to $317,820 as of December 31, 2000
and consist of amounts borrowed by the Company from an entity with
similar ownership interests. Amounts outstanding bear no interest and
repayment is expected in the short term, if cash flows are available.

In June 2000, the Company issued 9,000,000 shares of common stock to a
majority stockholder in exchange for 900,000 of outstanding Series A
Preferred stock with a value of $630.

In June 1999, the Company issued 25,000 shares of Series C Preferred
Stock to each of Dan Pixler and the Huff Grandchildren's Trust in
consideration of those parties guarantees with respect to in excess of
$13,000,000 of the Company's debt obligations. Each Series C Share
carries 100 votes per share on all matters submitted to a vote of
stockholders, but otherwise carries no rights to dividends or other
distributions. the shares were valued at $15,000 for financial statement
purposes.

In 1999, LMRI leased ten tractors from three of its officers or from
companies they own under net lease agreements that specify monthly
payments of $12,018 per month.

During 1999, the Company agreed to allow a related party to operate its
transportation insurance business using LMRI's captive insurance
facility. As a result, the Company earned a usage fee of $1,000,000 and a
reinsurance placement fee of $800,000 both of which are included in
discontinued operations in the accompanying consolidated financial
statements.

In September 1999, LMRI sold transportation equipment to Transit
Financial Co. and Interstate University. These companies are
substantially owned or controlled by officers/shareholders of the
Company. The selling price was $446,000 and resulted in a gain of
$366,752 that is included in discontinued operations in the accompanying
financial statements.

On December 29, 1999, LMRI sold transportation equipment to One-Way
Logistics, Inc. a company wholly owned 10% by an officer/employee and 90%
by Logistics Management, LLC, the majority stockholder of LMRI. The sales
price was $6,000,000, which was evidenced by a promissory note and a
security agreement. The transaction resulted in a gain of $814,398 that
is included in discontinued operations in the accompanying financial
statements.

The board of directors of the Company believes that the above
transactions involving LMRI have been on terms no less favorable to the
Company than those that could have been obtained from unaffiliated
parties.

F-19

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 10 - Economic Dependency

Revenues from LMRI's five and ten largest customers accounted for
approximately 23.1% and 30.4%, respectively, of total net revenues for
the period ended December 31, 1999 and are included in discontinued
operations.

Note 11 - Going Concern

The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business.

As shown in the accompanying financial statements, the Company incurred a
net loss of $41,067,760 for the year ended December 31, 2000 and, as of
that date, had a working capital deficiency of $20,002,465 and a deficit
net worth of $(22,380,894). Also, as discussed at Note 1, on November 30,
2000, the Company's four operating subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code and, as
described at Note 6, the Company is liable as a guarantor on certain
indebtedness of it's former subsidiaries.

The Company's ability to generate sufficient proceeds from prospective
operations, debt or equity placements is uncertain. The financial
statements do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern.

Management's plans for prospective operations are described at Note 1.
Management is continuing its efforts to arrange for the placement of
sufficient debt or equity to alleviate the above described conditions.

Note 12 - Commitments and Contingencies

Stock Activity:
During 2000 and 1999, LMRI issued a total of 7,800,000 and 6,497,297
shares of common stock respectively, to several companies and
individuals as collateral in connection with contingent transactions.
In 2000, the 7,800,000 shares were issued to related parties for their
guaranty as to the Company's Restructure Agreement with General
Electric as discussed in Note 6.

During 2000, 1,500,000 shares of common stock were issued as collateral
to a preferred stockholder but not considered issued and outstanding.

In 1999, 5,100,000 common shares were issued with the understanding
that they could be recalled at any time, at the discretion of the
Company, prior to any transaction taking place. The remaining 1,397,297
shares were used as collateral for the other contingent transactions.
Accordingly, these shares were not included in the total shares issued
and outstanding as of December 31, 1999, and therefore, were not
considered in the calculation of earnings per share.

Operating Leases:
In February, 2000, the Company leased 4,000 square feet of space in
Mt. Pleasant, South Carolina to house its corporate office and
brokerage operations. The lease calls for monthly payments of $6,380
and is for a term of 12 months. Upon the Chapter 11 filing of its
former subsidiaries, the corporate offices were moved to Louisville,
Kentucky. The South Carolina lease expires in February, 2001.

The corporate headquarters' lease in Louisville, Kentucky covers a
1,600 square foot office space for $2,100 a month through 2002.

F-20

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 12 - Commitments and Contingencies (Continued)

Employment Agreements:
Commencing September 9, 1998, the Company entered into an employment
agreement with its President and Chief Executive Officer, for a term of
five years. The agreement provides for an annual salary of $105,000
with annual increases of not less than 3%, as well as an automobile
allowance for business travel.

Commencing September 9, 1998, the Company entered into an employment
agreement with its Executive Vice President, for a term of five years.
The agreement provides for an annual salary of $52,000 with annual
increases of not less than 3%.

Commencing September 9, 1998, the Company entered into an employment
agreement with its Chief Financial Officer and Vice President of
Finance, for a term of three years. This agreement provides for an
annual salary of $75,000 and automobile allowance for business travel.

The above employment agreements are terminable by the Company for
certain specified reasons. There are also certain noncompete covenants
to be maintained during the contract period. Breach of such covenants
could lead to dismissal.

Consulting Agreements:
During 2000, the Company entered into various one year consulting
agreements with consultants to provide advisory, legal, financing and
merger/acquisition services for the Company. Such agreements provide
stock in lieu of compensation, expense reimbursements and
indemnification for costs and liabilities to the consultants in
connection with services provided to Company.

Indemnity Agreements:
The Company's President, Vice President and another guarantor of the
Company's obligations have provided guarantees of certain obligations
of the Company and its former subsidiaries. As a result, on January
30, 1997, and as renewed on May 3, 1999, the Company entered into an
Indemnity Agreement with these three parties, to hold them harmless
against any loss or liability related to or arising from the Company
and its former subsidiaries.

Payroll Obligation:
The Company is contingently liable for $171,787 relating to its
former subsidiaries in bankruptcy. The outstanding obligations arise
from insufficient funds that were not provided to a payroll service
for the subsidiaries' employees' payroll and expenses paid. The
Company is responsible as a guarantor of these obligations if
subsidiary assets are not sufficient to pay creditors.

Health Claims:
The Company is contingently liable for $247,327 of former
subsidiaries' employees health insurance claims no longer financed by
the subsidiaries. It is uncertain if the claims will be pursued for
payment by the former employees, and as a result, the potential
claims have not been accrued within the accompanying financial
statements.

Legal Proceedings:
Stock Registration Rights Dispute - In September 2000, an entity
filed an action against the Company alleging a breach of obligation
under a stock registration rights agreement. The Company has
responded stating it has performed its best efforts to uphold the
agreement and has committed no wrongdoing. The stockholder is seeking
damages of $300,000. The Company has provided a $135,000 reserve in
its estimated liabilities although final outcome of this litigation
is uncertain and undeterminable at this time.

F-21

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 12 - Commitments and Contingencies (Continued)

Acquisition Litigation - A dispute exists regarding the purchase of a
subsidiary dated August 20, 1999. However, to date, no formal
complaints have been filed and the sellers and the results of this
dispute are indeterminable at this time.

Property Litigation -The Company is involved in a dispute with
certain other parties to recover six tractors formerly used by the
Company's former subsidiaries. The Company denies possession of the
tractors and alleges the case was filed in an inappropriate
jurisdiction and thereby denies any judgments granted by the Court.
The ultimate disposition of this litigation is unknown at this time.

Lease Agreement Dispute - The Company has been named as a third party
in a suit that alleges an equipment lessor, who purchased 50 tractors
from an entity, and subsequently defaulted on the purchase, did so as
a result of LMRI failing to complete its lease arrangement with the
lessor. The case is in discovery. It's outcome is unknown at this
time.

Note 13 - Stock Option Plan

During 1998, U. S. Trucking-Nevada implemented a stock option plan that
is accounted for under Statement of Financial Accounting Standards,
SFAS 123, Accounting for Stock-Based Compensation. Under SFAS 123, the
compensation cost of the issuance of stock options is measured at the
grant date based on the fair value of the award. Compensation is then
recognized over the service period that is generally the vesting
period.

The plan allows U. S. Trucking-Nevada to grant options to employees for
up to a total of 2,500,000 shares of common stock. Options outstanding
become exercisable at the discretion of the Stock Option Committee,
which administers the plan, and expire 10 years after the grant date.
All options granted during 1999 were exercisable at not less than the
fair market value of the stock on the date of the grant. Accordingly,
no compensation cost has been recognized for the plan.

The Committee approved the issuance of options to purchase 2,000,000
shares of the common stock of the Company to various employees and
advisors for and an exercise price of $.30 per share for a total
exercise price of $600,000. Included below are options granted to the
President and Vice President to purchase a total of 500,000 shares of
common stock at $3.00 per share.

Options Weighted Warrants Weighted
Average Average
--------------- --------------- --------------- ---------------

Securities Outstanding January 1, 1999 2,000,000 $ 0.30 1,622,298 $ -
Securities Granted 500,000 3.00 - 2.72
Securities Exercised (1,759,870) 0.26 - -
Securities Cancelled - - - -
--------------- --------------- --------------- ---------------
Securities Outstanding December 31, 1999 740,130 $ 2.12 1,622,298 $ 2.72
=============== =============== =============== ===============

There was no stock option plan activity for 2000.

F-22

Logistics Management Resources, Inc.
F.T.A. U.S. Trucking, Inc.
Notes to the Financial Statements

Note 14 - Retirement Plan

The Company sponsors a qualified defined contribution plan that covers
that covers substantially all full-time employees. The Plan provides an
employee savings provision (401(k) Plan) whereby eligible participating
employees may elect to contribute up to 15% of their compensation to an
investment trust.

Contributions to the Plan are discretionary and determined annually by
management. For the years ended December 31, 2000 and 1999,
contributions were $0 and $47,419, respectively.

Note 15 - Restatement of 1999 Financial Statements

The Statement of Stockholders' Equity for the year ended December 31,
1999 was restated to reclassify the value of 8,844,461 outstanding no par
value common shares of $6,445,199 to additional paid in capital. This
reclassification had no impact on the 1999 Statement of Operations or net
equity for 1999.

Note 16 - Subsequent Events

On January 29, 2001 the Company held a Special Stockholders' Meeting to
vote on a corporate name change. The Company's Board of Directors
approved a change to Logistics Management Resources, Inc.

At a Special Stockholders' Meeting, stockholders approved a reverse split
of the shares of the Company's common stock on a 1 for 100 basis. The
record date for the reverse split was February 12, 2001.

On March 30, 2001, the Company purchased all of the issued and
outstanding stock of Trans-Logistics, Inc. a Florida corporation. The
Company purchased one hundred percent of Trans-Logistics issued and
outstanding common stock at the price of $80,000, plus, four times
Trans-Logistics' gross brokerage commissions for the period of October 1,
2001 to December 31, 2001, plus, any accounts receivable (after adjusting
for accounts payable) less any payments by the Company of the assumption
of liabilities with Atech Commercial Corp. in excess of $120,000. The
consideration shall be paid by the transfer of $40,000 in cash, 18,000
shares of the Company's common stock (which must be registered for sale
on or before June 30, 2001), the transfer of stock of the Company's
common stock no later than April 15, July 15 and October 15, 2001 equal
to the gross brokerage commission for those respective quarters and the
balance of the purchase price shall be paid after an audit of
Trans-Logistics for the 2001 fiscal year and paid in shares of the
Company's common stock.

On April 10, 2001, the Company announced plans to acquire an employee
leasing corporation and its affiliate located in Cherry Hill, New Jersey.
The Company expects to exchange shares and cash for the acquisition,
whose terms are still pending further negotiations and due diligence.

F-23

EXHIBITS, LIST AND REPORTS ON FORM 10-K

REVIEW AND HANDLED BY THE COMPANYS COUNSEL

EXHIBIT
NUMBER DESCRIPTION LOCATION
- ------- ----------- --------

3.1 Articles of Incorporation, Incorporated by reference to Exhibit
as amended 3.1 to the Registrant's Registration
Statement on Form SB-2 (SEC File No.
333-71875)

3.2 Bylaws, as amended Incorporated by reference to Exhibit
3.2 to the Registrant's Registration
Statement on Form SB-2 (SEC File No.
333-71875)

3.3 Articles of Amendment to Incorporated by reference to Exhibit
Articles of Incorporation 3.3 to the Registrant's Registration
effective September 8, 1998 Statement on Form SB-2
(SEC File No. 333-71875)

3.4 Articles of Amendment to Incorporated by reference to Exhibit
Articles of Incorporation 3.4 to the Registrant's Registration
dated January 20, 1999 Statement on Form SB-2 (SEC File No.
regarding Series A Pre- 333-71875)
ferred Stock

3.5 Articles of Amendment to Incorporated by reference to Exhibit
Articles of Incorporation 3.5 to the Registrant's Registration
dated April 29, 1999, Statement on Form SB-2 (SEC File No.
regarding Series B Pre- 333-71875)
ferred Stock

3.6 Articles of Amendment to Incorporated by reference to Exhibit
Articles of Incorporation 3.6 to the Registrant's Registration
dated June 10, 1999, Statement on Form SB-2 (SEC File No.
regarding Series C Pre- 333-71875)
ferred Stock

3.7 Articles of Amendment to Incorporated herein by reference
Articles of Incorporation to Exhibit 3.7 to the Company's
dated September 10, 1999 Form 10-Q for the quarter ended
regarding Series D September 30, 1999 (SEC File
Preferred Stock 333-70353)

3.8 Articles of Amendment to Filed herein by reference to Exhibit 3.8
Articles of Incorporation to the Company's Form 10-KSB for the year
dated November 8, 1999 ended December 31, 2000.
regarding Series E
Preferred Stock

3.9 Articles of Amendment to Filed herewith electronically.
Articles of Incorporation
dated February 12, 2001 re-
garding name change.

3.10 Bylaws Amendment regarding Filed herewith electronically.
number of Directors.

10.1 1998 Stock Option Plan Incorporated herein by reference to
Exhibit No. 4.3 to the Company's
Registration Statement on Form S-8
(SEC File No. 333-70353)

10.2 Share Exchange Agreement Incorporated herein by reference to
with U.S. Trucking, Inc. Exhibit No. 10 to the Company's
Form 8-K dated September 8, 1998

10.3 Employment Agreement with Incorporated by reference to Exhibit
Danny L. Pixler 10.3 to the Registrant's Registration

Statement on Form SB-2 (SEC File No.
333-71875)

10.5 Employment Agreement with Incorporated by reference to Exhibit
John Ragland 10.5 to the Registrant's Registration
Statement on Form SB-2 (SEC File No.
333-71875)

10.6 Lease Agreement dated Incorporated by reference to Exhibit
January 1, 1997, between 10.6 to the Registrant's Registration
Gulf Northern Transport, Statement on Form SB-2 (SEC File No.
Inc., Dan L. Pixler, and 333-71875)
Sebrite Ins. Services, Inc.

10.7 Lease Agreement dated Incorporated by reference to Exhibit
March 5, 1998, between 10.7 to the Registrant's Registration
Gulf Northern Transport, Statement on Form SB-2 (SEC File No.
Inc. and Dan Pixler for 333-71875)
three tractors

10.8 Lease Agreement dated Incorporated by reference to Exhibit
September 23, 1998, 10.8 to the Registrant's Registration
between Gulf Northern Statement on Form SB-2 (SEC File No.
Transport, Inc. and 333-71875)
Thomas Financial Services

10.9 Stock Exchange Agreement Incorporated by reference to Exhibit
between U.S. Trucking and 10.9 to the Registrant's Registration
three shareholders dated Statement on Form SB-2 (SEC File No.
January 29, 1999 333-71875)

10.10 Loan and Security Agreement Incorporated by reference to Exhibit
dated as of December 22, 10.10 to the Registrant's Registration
1998 between General Statement on Form SB-2 (SEC File No.
Electric Capital Corporation, 333-71875)
U.S. Trucking, Inc., et al.

10.12 10% Convertible Debenture Incorporated by reference to
due May 31, 2002 for Exhibit 10.12 to the Company's
$600,000 Form 10-QSB for the quarter
ended June 30, 1999

10.13 1998 Stock Option Plan, Incorporated by reference to Exhibit
as amended 10.13 to the Registrant's Registration
Statement on Form SB-2 (SEC File No.
333-71875)

10.14 Purchase and Sale Agreement Incorporated by reference to
by and among Mid-Cal the Company's Form 8-K dated
Express, Inc., Prime April 14, 1999
Companies, Inc. and U.S.
Trucking, Inc.

10.15 Merger Agreement and Plan of Incorporated by reference to
Reorganization dated Exhibit 10.1 to the Company's
February 2, 2000, by and Form 8-K dated February 7, 2000
between U.S. Trucking, Inc.,
Checkmate Acquisition Corp.,
Tommy Chambers, Marylou
Chambers and Timothy O'Bannon
and Checkmate Truck Brokerage,
Inc.

10.16 Merger Agreement and Plan of Incorporated by reference to
Reorganization dated Exhibit 10.2 to the Company's
February 2, 2000, by and Form 8-K dated February 7,
between U.S. Trucking, Inc., 2000
Checkmate Acquisition Corp.,
Tommy Chambers, Timothy
O'Bannon, Marylou Chambers
and Sharion O'Bannon and
Maverick Truck Brokerage,
Inc.

10.17 Price Adjustment Agreement Incorporated by reference to Exhibit
10.3 to the Company's Form 8-K dated
February 7, 2000

10.18 Guaranty Agreement Incorporated herein by reference
with Southtrust Bank, N.A. to Exhibit 10.18 to the Company's
for 8-K dated February 7, 2000.

10.19 Bill of Sale, Promissory Incorporated herein by reference
Note & Security Agreement to Exhibit 3.8 to the Company's
with One-Way Logistics Form 10-KSB for the year ended
December 31, 2000.

10.20 Promissory Notes from Incorporated herein by reference to
Transit Financial Services, Exhibit 10.20 to the Company's Form
Inc. 10-KSB for the year ended December 31,
2000.

10.22 Stock Purchase Agreement Incorporated by Reference to Exhibit
for Trans-logistics, Inc. 99.1 to the Company's 8-K dated April
14, 2001.

10.23 Amendment No. 2 to 1998 Filed herewith electronically.
Stock Option Plan

16.1 Letter from Pascale, Filed herewith electronically.
Razzino, Alexanderson
& Co. PLLC

21 Subsidiaries of the Filed herewith electronically.
Registrant

Logistics Management Resources, Inc.

SIGNATURES

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

Logistics Management Resources, Inc.

Dated: May 16, 2000 By: /s/ Danny L. Pixler
------------ ----------------------------------------
Danny L. Pixler, President and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Danny L. Pixler
- ----------------------- President (Chief Executive May 15, 2000
Danny L. Pixler Officer) and Director

/s/ John Ragland
- ----------------------- Chief Financial and May 15, 2000
John Ragland Accounting Officer