U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   Form 10-QSB

(Mark One)

[X] Quarterly report under section 13 or 15(d) of the Securities Exchange Act of
    1934 for the quarterly period ended: March 31, 2003

[ ] Transition  report under section 13 or 15(d) of the Securities  Exchange Act
    of 1934 forthe transition period from__________________ to________________.


                         Commission File No: 33-9640-LA


                      LOGISTICS MANAGEMENT RESOURCES, INC.
                     (Name of small business in its charter)

             Colorado                                    68-0133692
      (State or other jurisdiction
        of incorporation)                          (IRS Employer Id. No.)

                        10602 Timberwood Circle, Suite 9
                              Louisville, KY 40223
                (Address of Principal Office including Zip Code)

                    Issuer's telephone Number: (502) 339-4000


Applicable only to issuers  involved in bankruptcy  proceedings  during the past
five years:

     Check whether the registrant  has filed all documents and reports  required
to be filed by Section 12, 13 or 15(d) of the Securities  Exchange Act after the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ].

Applicable only to corporate issuers:

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date:

     Common Stock, no par value, 54,785,438 shares at March 31, 2003


Transitional Small Business Disclosure Format (Check one): Yes [ ] NO [ X ].

                      LOGISTICS MANAGEMENT RESOURCES, INC.
                                   Form 10-QSB
                          Quarter Ended March 31, 2003

                                      INDEX

                                                                  Page

PART I   FINANCIAL INFORMATION..........................................

Item 1.  Financial Statements...........................................

           Condensed Balance Sheets at March 31, 2003 and
              December 31, 2002.........................................

           Condensed Statements of Operations for the Three Months Ended
              March 31, 2003 and March 31, 2002.........................

           Condensed Statement of Stockholders' Equity (Impairment)
              For the Period January 1, 2002 through March 31, 2003.....

           Condensed Statements of Cash Flows for the
              Three Months Ended March 31, 2003 and March, 31 2002......

           Notes to the Condensed Financial Statements..................

Item 2.  Management's Discussion and Analysis...........................

Item 3.  Controls and Procedures........................................


PART II  OTHER INFORMATION..............................................

Item 1.  Legal Proceedings..............................................

Item 6.  Exhibits and Reports on Form 8-K...............................

            SIGNATURES..................................................
            CERTIFICATIONS..............................................
            EXHIBITS....................................................



                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     The unaudited  condensed  balance  sheet of the  Registrant as of March 31,
2003,  the  audited  balance  sheet at  December  31,  2002,  and the  unaudited
condensed  profit and loss  statements for the three months ended March 31, 2003
and March 31,  2002  follow.  The  condensed  financial  statements  reflect all
adjustments  that  are,  in  the  opinion  of  management,  necessary  to a fair
statement of the results for the interim periods presented.


                      Logistics Management Resources, Inc.
                            Condensed Balance Sheets


                                                  March 31, 2003     December,
                                  Assets           [unaudited]       31, 2002


Equipment
                                                   $      4,731      $   5,367
                                                      ---------       --------

           Total Assets                            $      4,731      $   5,367
                                                      =========       ========

                Liabilities and Stockholders' Equity (Impairment)

Current Liabilities
  Accrued expenses                                 $     64,436     $   63,908
  Accrued interest                                    5,609,010      5,609,010
  Due to related parties                              2,616,430      2,589,615
  Loans payable                                       2,544,000      2,544,000
  Convertible debentures                              5,198,460      5,198,460
  Net liabilities of discontinued operations          4,601,504      4,601,504
                                                     ----------     ----------
           Total Current Liabilities                 20,633,840     20,606,497
                                                     ----------     ----------
Commitments and contingencies

Stockholders' Equity (Impairment)
  Preferred stock, no par value;
    (10,000,000 shares authorized)
  Series A (999,000 shares outstanding)                    762            762
  Series B (2,000 shares outstanding)                2,000,000      2,000,000
  Series C (450,000 shares outstanding)                135,000        135,000
  Series D (950 shares outstanding)                    950,000        950,000
  Series E (2,300 shares outstanding)                2,300,000      2,300,000
Common stock, no par value; 75,000,000 shares
  authorized, 54,785,438
    shares issued and outstanding                           --             --
Additional paid-in capital                          14,592,571     14,592,571
Accumulated (deficit)                              (40,607,442)   (40,579,463)
                                                    ----------     ----------

    Total Stockholders' Equity (Impairment)        (20,629,109)   (20,601,130)
                                                    ----------     ----------
    Total Liabilities and
      Stockholders' Equity (Impairment)          $       4,731   $      5,367
                                                    ==========    ===========


                  See notes to condensed financial statements.


                      Logistics Management Resources, Inc.
                       Condensed Statements of Operations


                                                Three Months Ended March 31,
                                                 2003                  2002
                                              [unaudited]           [unaudited]
                                              ---------------------------------


Net Revenue                                $           --       $           --
                                             ------------        -------------

Operating Expenses:                                    --                   --

   General and administrative                         528                9,160

   Depreciation and amortization                      636                  443

   Interest expense                                26,815              612,335
                                            -------------        -------------

      Total Operating Expenses                     27,979              621,938
                                            -------------        -------------

         Net Loss                         $       (27,979)      $     (621,938)
                                            =============        =============



Net Loss Per Common Share -
    Basic and fully-diluted              $          (0.00)      $       (0.01)
                                                     ====                ====

Weighted Average Number of
    Common Shares Outstanding                  54,785,438          43,250,465
                                            =============         ===========








                  See notes to condensed financial statements.
                      Logistics Management Resources, Inc.
            Condensed Statement of Stockholders' Equity (Impairment)


                           Preferred          Preferred          Preferred
                             Stock              Stock              Stock
                           Series A            Series B           Series C
                          Shs      Amt     Shs       Amt       Shs       Amt
                         -----    -----   ----      ----      -----    ------

Balance,
  January 1, 2002       999,000   $762    2,000   $2,000,000  450,000   $135,000

Net income                    -      -        -            -        -          -
                        -------   ----    -----    ---------  -------    -------

Balance,
  December 31, 2002     999,000   $762    2,000   $2,000,000  450,000   $135,000


 [2003 unaudited]

Net loss                      -      -        -           -        -           -
                       --------   ----    -----    --------   ------     -------
Balance,
  March 31, 2003        999,000  $762    2,000    $2,000,000  450,000   $135,000
                       ========   ===    =====     =========  =======    =======


                  See notes to condensed financial statements.


                      Logistics Management Resources, Inc.
            Condensed Statement of Stockholders' Equity (Impairment)
                                  (Continued)

                           Preferred           Preferred
                             Stock               Stock
                           Series D            Series E           Common Stock
                          Shs      Amt      Shs       Amt         Shs       Amt
                         -----    -----    ----      ----        -----     ----


Balance,
  January 1, 2002         950    $950,000  2,300   $2,300,000   54,785,438 $  -

Net income                 -           -      -            -            -     -
                        ----     -------  -----    ---------   ----------   ---

Balance,
  December 31, 2002      950    $950,000  2,300  $2,300,000    54,785,438     -
                        ====     =======  =====   =========    ==========   ===

  [2003 unaudited]

Net loss                   -          -       -           -             -     -
                        ----     ------   -----   ---------    ----------   ---
Balance,
  March 31, 2003         950   $950,000   2,300  $2,300,000    54,785,438  $  -
                        ====    =======   =====   =========    ==========   ===


                  See notes to condensed financial statements.



                      Logistics Management Resources, Inc.
            Condensed Statement of Stockholders' Equity (Impairment)
                                   (Continued)




                           Additional           Retained          Stockholders'
                            Paid In             Earnings             Equity
                            Capital            (Deficit)          (Impairment)
                           ----------          ---------           ------------



Balance,
  January 1, 2002         $ 14,592,571        $(50,749,951)      $(30,771,618)

Net income                           -          10,170,488         10,170,488
                           -----------        ------------        -----------

Balance,
  December 31, 2002       $ 14,592,571        $(40,579,463)      $(20,601,130)
                           ===========         ===========        ===========

 [2003 unaudited]

Net loss                             -             (27,979)           (27,979)
                           -----------         -----------        -----------
Balance,
  March 31, 2003          $ 14,592,571        $(40,607,442)      $(20,629,109)
                           ===========         ===========        ===========


                  See notes to condensed financial statements.










                See notes to the condensed financial statements.

                      Logistics Management Resources, Inc.
                       Condensed Statements of Cash Flows



                                                 Three Months Ended March 31,
                                                  2003                   2002
                                               [unaudited]          [unaudited]
                                               --------------------------------

Cash Flows From Operating Activities

   Net Loss                                   $   (27,979)          $ (621,938)

Adjustments to Reconcile Net Loss  to
   Net Cash Used By Operating Activities

   Depreciation and amortization expense              636                  443

   Increase (Decrease) in Liabilities

     Accrued expenses                                 528                   --

     Accrued interest                              26,815              612,335
                                                ---------            ---------

Net Cash Used by Operating Activities                  --              ( 9,160)
                                                ---------            ---------

Cash Flows from Financing Activities

   Net proceeds from related parties                   --                9,160
                                                ---------            ---------
Net Cash Provided by Financing Activities              --                9,160
                                                ---------            ---------
Net Change in Cash                                     --                   --

Cash at beginning of period                            --                   --
                                                ---------            ---------
Cash at end of period                         $        --           $       --
                                                =========            =========



SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES



  Accrued interest reclassified to Convertible
   Note due to related parties               $    26,815          $       --
                                               =========            ========





                  See notes to condensed financial statements.



                      Logistics Management Resources, Inc.
                   Notes to the Condensed Financial Statements

Note 1 - Basis of presentation

The interim  financial  statements  included  herein are presented in accordance
with  United  States  generally  accepted  accounting  principles  and have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the  Securities and Exchange  Commission.  Certain  information  and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations,  although the Registrant  believes that
the disclosures are adequate to make the information presented not misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained therein.  The Registrant's  operating
results for the three months ended March 31, 2003, and 2002 are not  necessarily
indicative  of the  results  that may be or were  expected  for the years  ended
December  31,  2003,  and 2002.  It is suggested  that these  interim  financial
statements be read in  conjunction  with the audited  financial  statements  and
notes thereto of the Registrant included in its Form 10-KSB for the period ended
December 31, 2002.

Since November 2000,  principally as a result of the  Registrant's  inability to
continue the  operations  of its failing  freight  transportation  service,  the
Registrant  has not had any revenue from  operations.  During this  period,  the
Registrant has been primarily involved in resolving the affairs of its creditors
and other  investors.  In connection  with the  Registrant's  settlement with GE
Credit  Corp.  in  September  2002,  the  Registrant  formally  disposed  of its
remaining interest in its former  transportation unit, freeing the Registrant to
consider searching for a profitable privately owned company with which to seek a
business combination. Accordingly, and despite the fact that management does not
consider the Registrant to be a development  stage company,  it is possible that
the Registrant  could be considered to be a blank check  company.  As defined in
Section 7(b) (3) of the  Securities  Act of 1933,  as amended,  a "blank  check"
company is one that has no specific  business  plan or purpose or has  indicated
that its  business  plan is to  engage  in a merger  or an  acquisition  with an
unidentified  company or companies and is issuing  "penny  stock"  securities as
defined in Rule 3(a) (51) of the Securities Exchange Act of 1934, as amended, in
that  connection.  The Securities  and Exchange  Commission and many states have
enacted statutes, rules and regulations limiting the sale of securities of blank
check companies.

Note 2 - Income Taxes (Benefits)

At December 31, 2002, the Registrant had available approximately  $23,000,000 of
net operating loss  carryforwards,  which expire  between  December 31, 2008 and
December 31, 2021, that may be used to reduce future taxable income.


Note 3 -Related Party Transactions

During  September  2002,  and as previously  reported in the  Registrant's  From
10-KSB Annual Report of the fiscal year ended  December 31, 2002, the Registrant
consolidated  $856,916  previously  owed  to  Brentwood  Capital  Corp.  with an
additional   $875,000  into  a  September  27,  2002,  6%,  secured  convertible
promissory  note in the aggregate  principal  amount of $1,731,906 (the "Note").
The additional  875,000 was utilized by the Registrant to fund its September 27,
2002,  settlement of the GE Capital  Corporation  litigation.  Brentwood Capital
Corp., is a privately owned New York merchant banking corporation that by virtue
of the conversion  rights to 183,936,812  shares under the Note may be deemed to
be a principal stockholder of the Registrant ("Brentwood").  The Note is payable
in 60 equal  monthly  installments  of $33,287  together with 6% interest on the
first day of each month  commencing  December 2002,  through  November 2007. The
Convertible  Note is secured by all of the Registrant's  assets,  and all or any
portion of the balance due under the Note may be converted into common shares at
any time prior to October 1, 2007, at $.01 per share.

At March 31,  2003,  the  Registrant  was  unable  to make any of the  scheduled
payments  to  Brentwood.  Accordingly,  and  pursuant  to  a  written  amendment
agreement  of even date:  (i) the due date of the Note was  extended one year to
October 1, 2008;  (ii) the  commencement  of principal  payments was deferred to
December 1, 2003; and (iii) Brentwood forgave the Registrant's obligation to pay
interest  owed prior to September  27, 2002.  The  amendment  agreement  further
provided that:  (i) all interest due and owing from September 27, 2002,  through
September 27, 2003,  shall be due and payable by the  Registrant in one lump sum
on October 1, 2003;  and (ii) all  additional  interest shall be due and payable
monthly,  in arrears commencing on November 1, 2003. Accrued interest applicable
to the Note during the three months ended March 31, 2003, was $26,815.

Note 4 - Per Share Results

The  common  share  equivalents  associated  with the  Registrant's  convertible
debentures,  and  Preferred  Stock issued and  outstanding  were not included in
computing per share results as their effects were anti-dilutive.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion contains forward-looking  statements regarding the
Registrant,  its business,  prospects and results of operations that are subject
to certain risks and  uncertainties  posed by many factors and events that could
cause the Registrant's  actual business,  prospects and results of operations to
differ  materially  from those that may be anticipated  by such  forward-looking
statements.  Factors that may affect such  forward-looking  statements  include,
without  limitation,  the  Registrant's  ability to resolve  the  affairs of its
creditors  and  other  investors;  or to locate  and  thereafter  negotiate  and
consummate a business combination with a profitable privately owned company.

     When used in this  discussion,  words  such as  "believes,"  "anticipates,"
"expects,"   "intends,"  and  similar   expressions  are  intended  to  identify
forward-looking  statements,  but are not the  exclusive  means  of  identifying
forward-looking statements. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  The Registrant  undertakes no obligation to revise any  forward-looking
statements in order to reflect  events or  circumstances  that may  subsequently
arise.   Readers  are  urged  to  carefully  review  and  consider  the  various
disclosures  made  by us in  this  report  and  other  reports  filed  with  the
Securities and Exchange  Commission that attempt to advise interested parties of
the risks and factors that may affect the Registrant's business.

Three Month Periods Ended September 30, 2003 and 2002:

Revenue - The Registrant had no revenues during the three months ended March 31,
2003  ("1Q3") and the three  months  ended  March 31,  2002  ("1Q2") as a direct
result of the Registrant's discontinuance, in November 2000, of the operation of
its failing freight  transportation  services business. The Registrant continues
working  through the  restructure  of its debt and the mitigation of outstanding
litigation.

Operating  Expenses - Operating  expenses for 1Q3 and 1Q2 did not include direct
costs also as a direct result of the  Registrant's  discontinuance,  in November
2000, of the  operations of its failing  freight  transportation  business.  The
balance of operating expenses for 1Q3 were $27,979 compared to $621,938 for 1Q2,
a reduction of $593,959 or 95.5%. This decrease was principally  attributable to
the  cessation,  since June 30, 2002, of interest  accruals on the  Registrant's
pre-existing  debt in default and in litigation.  As the Registrant's  principal
activities  since the  discontinuance  of its  freight  transportation  services
business were focused on resolving the claims of its previous  creditors and the
maintenance of its reporting  requirements  and good standing,  the Registrant's
general and administrative expenses have been reduced accordingly.

Income (Loss)  before  Discontinued  Operations - As a result of the  foregoing,
operating loss before discontinued  operations for 1Q3 was ($27,979) compared to
($621,938) for 1Q2.

Discontinued Operations - There were no adjustments to the Registrant's estimate
of its loss from discontinued operations during 1Q3 or 1Q2.

Net  Income  (Loss) -  Accordingly,  the  Registrant  experienced  a net loss of
($27,979) for 1Q3 compared to a net loss of $(621,938) for 1Q2, resulting in per
share results of $0.00 and $0.01, respectively.

Liquidity and Capital Resources.

The  Registrant  does  not  have  any  capital  resources.  Consistent  with the
discontinuance its failing freight transportation  services business in November
2000, and its subsequent disposition in connection with arranging the funding of
the GE Credit Corp.  settlement in September  2002, the  Registrant's  principal
activity has been centered in resolving the claims of its former creditors so it
may  consider  a  business  combination.  In  this  connection,  Midwest  Merger
Management,  LLC ("Midwest"),  a private  investment  entity,  which through its
ownership of common and preferred  shares may be deemed to own and control 19.5%
of the Registrant, and Brentwood Capital Corp. ("Brentwood"), a private merchant
bank and holder of a Convertible  Note with conversion  rights at March 31, 2003
to  183,936,812  shares or 72.6% of the  Registrant's  voting  securities,  have
agreed  to  provide   Registrant   with   reasonable   legal,   accounting   and
administrative  resources  to resolve  its  affairs and conduct its search for a
business  combination  candidate.   Accordingly,   the  Registrant  is  entirely
dependent  upon:  (i) Midwest  providing the  Registrant  with certain  advisory
services in connection  with the  resolution of its affairs on favorable  terms;
(ii) the  willingness of Brentwood to provide the Registrant with certain office
and  administrative  facilities  and to fund  virtually all of the  Registrant's
settlements with its creditors;  and (iii) the Registrant's  successful business
combination with a profitable operating company. There can be no assurances that
Midwest will be successful in resolving all or substantially all of Registrant's
affairs, that Brentwood will fund any further settlements,  or that the combined
efforts of Midwest and Brentwood will lead to a successful business combination.


ITEM 3.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The  Registrant  maintains  controls  and  procedures  designed  to ensure  that
information required to be disclosed in the reports that the Registrant files or
submits  under the  Securities  Exchange Act of 1934,  as amended,  is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
rules and forms of the  Securities  and  Exchange  Commission.  Based upon their
evaluation  of those  controls and  procedures  performed  within 90 days of the
filing date of this report,  the Chief Executive and Chief Financial officers of
the  Registrant   concluded  that  the  Registrant's   disclosure  controls  and
procedures were adequate.

(b) Changes in Internal Controls

The Registrant made no significant  changes in its internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the  evaluation of those  controls by the Chief  Executive  and Chief  Financial
officers.


                           PART II - OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS

The  Registrant  is a party to the following  threatened  or pending  litigation
matters:

CIT  Group/Equipment  Financing,  Inc.  filed suit  against the  Registrant  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 the
operations of which Gulf Northern Transport took over in the spring of 2000. The
Registrant denied it ever received the tractors.  A default judgment was granted
in November of 2001,  against all defendants in the amount of  $384,599.89.  The
Registrant understands that certain of the tractors have since been recovered by
CIT. The Registrant  denies that CIT had jurisdiction over the Registrant in the
New Jersey  court  wherein  the lawsuit was  brought,  and that the  judgment is
therefore invalid. CIT has not pursed collecting the judgment.

Allstates  World Cargo filed suit  against the  Registrant  and its chairman for
$678,000.  The suit claims the Registrant and its chairman  defaulted on certain
business  guarantees related to the acquisition of Trans-Logistics as of January
1, 2001.  The  Registrant  and the chairman filed an answer in this matter on or
about August 2001.  Recently,  this action was settled among all of the parties.
The terms of settlement included a judgment by consent as against the Registrant
in the amount of  $728,242.23,  inclusive  of interest  and costs and subject to
further offset for payments made on behalf of the defendant officer. The Parties
have restructured their settlement  agreement to provide for the satisfaction of
the entire judgment amount in consideration of two (2) payments of $82,500 on or
before  March  28 and  April  28,  2003  and the  delivery  to  plaintiff  of an
assignment of receivables by Translogistics.  The Registrant reasonably believes
that it will be able to comply  with  these  terms in a timely  fashion so as to
procure a satisfaction of the judgment on or before May 15, 2003.

Southtrust  Bank filed suit against the Registrant and numerous other parties in
the U.S. District Court for the Northern District of Alabama,  Southern Division
on April 30, 2001 (No. CV-01-AR-1068-S). The suit claimed that the Registrant is
liable as guarantor on  approximately  $4.7 million of debt owed by Professional
Transportation  Group  Ltd.,  Inc.  ("PTG")  and  Timely  Transportation,   Inc.
("Timely") as primary  obligors.  PTG and Timely are entities with which we were
engaged in merger  negotiations in 2000.  Southtrust  received a judgment in the
approximate amount of $2.8 million against the Registrant, but has not taken any
actions to collect the judgment to date.

Porter, Levay & Rose, Inc. sued us in Jefferson Circuit Court,  Jefferson County
Kentucky in September 2000 to collect $30,000 allegedly due for public relations
services.  The Registrant has denied the claim for a lack of  consideration  and
breach of contract. The suit is in the discovery stage.

Emergent  Capital,  L.P. filed suit against the Registrant in the U.S.  District
Court for the Southern District of New York on September 20, 2000. The complaint
alleged that Emergent Capital was owed $300,000 in contractual penalties for the
failure to register  certain  shares for resale,  which  Emergent  purchased  in
September of 1999.  The matter was settled for the sum of $140,000  payable over
several months, and the action  discontinued by the order of the court dated May
17, 2001. The Registrant has not met all of its obligations under the settlement
agreement and judgment in the amount of $130,846.54 was entered on September 10,
2001.  To date  Emergent  Capital  has made no attempt to enforce  the  judgment
against the Registrant.

First Insurance Funding Corporation filed suit against the Registrant in Circuit
Court  of Cook  County  Illinois  on  February  19,  2002 in  connection  with a
settlement the  Registrant  had allegedly  entered into with respect to payments
allegedly owed First Insurance by the Registrant and certain other parties in an
insurance  premium  finance  arrangement.  The  amount  claimed  due  under  the
promissory note entered into in connection  with the agreement is $123,000.  The
Registrant is  evaluating  the claims and has reached a settlement in principle.
The action has been withdrawn without prejudice.

Michael P. Forbes and P/R Strategies International,  Inc. filed suit against the
Registrant,  its President Dan L. Pixler and several other defendants on May 13,
2002 in the Supreme Court of New York, County of Suffolk.  The Plaintiffs allege
that the Registrant had breached a contract for professional  services  rendered
and that they were  damaged in the amount of  $11,500.  The  Registrant  and Mr.
Pixler have filed a motion to dismiss the  action,  which  motion was granted by
order dated September 27, 2002.

Mr.Chester Bedell filed an action against the Registrant in the Supreme Court of
the State of New York,  County  of  Suffolk  on or about  March  28,  2002.  The
Registrant filed an answer and affirmative  defenses shortly  thereafter.  On or
about October 2, 2002, the parties entered into an agreement settling the action
for $80,000, payable $10,000 down and $3,125 a month until the unpaid balance is
paid in full. The Registrant is in full compliance with the settlement agreement
and expects that the action will be  withdrawn  with  prejudice  pursuant to the
terms thereof.

Boutine  Capital,  II,  LLC  and  its  principal  Gary J.  Graham  have  filed a
Third-Party  Complaint  against the Registrant and several of its officers in an
action commenced by A.B.  Goldberg,  as plaintiff,  in the District Court of the
State  of  Colorado,  Arapahoe  County.  Boutine  and  Graham  allege  that  the
Registrant  is  responsible  for their  failure to perform under a contract with
A.B.  Goldberg in  connection  with  certain fund  raising  activities,  seeking
judgment in the approximate sum of $200,000.  The Registrant  asserts that there
is no third-party liability and intends to vigorously defend this litigation.

Freightliner of Savannah filed a civil action against U.S. Trucking,  Inc. in or
about 2001. The action has since  languished and has not been actively  pursued.
In February 2002,  plaintiff filed a second amended  complaint  seeking recovery
against  defendant  Chancellor  Corporation  for a total of  $3,806,100  for the
purchase of certain  tractors and equipment.  The Registrant has filed an Answer
and intends to vigorously defend this litigation should it be actively pursued.

Legion Insurance  Company filed an action against the Registrant in the Kentucky
State Court  sitting in  Louisville  seeking to recover  payment  for  insurance
premiums in an undisclosed  amount. The action was filed in January 2002, and is
currently  in the  discovery  phase.  The  Registrant  has denied  all  material
allegations of wrongdoing and intends to vigorously defend this case.

Rice v. the  Registrant  was filed in the United States  District  Court for the
Southern  District of Florida seeking to recover the sum of $275,000 against the
Registrant pursuant to a promissory note dated July 29, 2001. The Registrant has
joined issue and the case is currently in discovery.

Prologis Trust,  as landlord,  filed an action against the Registrant and others
in the Superior Court of New Jersey,  Middlesex  County,  seeking to recover the
sum of $403,146.49  under a purported  assignment of lease. The Registrant filed
an answer  denying all material  allegations  in the  complaint;  and intends to
vigorously defend this action.

John  Quackenbush  sued the  Registrant in Jefferson  Circuit  Court,  Jefferson
County,  Kentucky,  in August 2002,  seeking $50,000 in principal,  interest and
collection costs resulting from the  Registrant's  failure to repay a promissory
note. The Registrant has interposed an answer denying the principal  allegations
of the complaint.  The suit is in the discovery stage. The financial  statements
of the Registrant  reflect an estimated  liability of $4,601,504 and $16,960,504
with respect to the above claims at December 31, 2002 and 2001, respectively.

During  the  first  quarter  of  2002,  the  Registrant  was  notified  that the
Securities and Exchange Commission (the "SEC") initiated a private investigation
pertaining to the aborted  transaction  between the Registrant and  Professional
Transportation Group, Ltd., a publicly held corporation.  According to the Order
Directing Private Investigation and Designating Officers to Take Testimony,  the
SEC is investigating whether there were any violations of the Federal securities
laws,  including Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and
Sections 10(b),  13(a),  13(b)(2) and 13(b)(5) of the Securities Exchange Act of
1934. The Registrant has provided documents and members of management have given
testimony  in  connection  with the SEC's  investigation.  Based upon  advice of
counsel, the Registrant does not believe that it committed any violations of the
Federal  securities  laws,  and intends to cooperate  fully with the SEC and its
staff.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:  10 (d)  Amendment  to Loan  Agreement
                15.  Letter on  Unaudited Interim Financial Information

(b)  Reports:   None.

                                   SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  Registrant
caused this report to be signed by the undersigned, thereunto duly authorized.

LOGISTICS MANAGEMENT RESOURCES, INC.
(formerly U.S. Trucking, Inc.)
(Registrant)

/s/ Danny L. Pixler
-------------------
Danny L. Pixler
Chief Executive and
Financial Officer, and Director

                                 CERTIFICATIONS


I, Danny L. Pixler, the Registrant's Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Logistics  Management
Resources, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
Registrant  and I have: a) designed such  disclosure  controls and procedures to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to me by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b) evaluated  the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly  report (the  "Evaluation  Date");  and c) presented in this quarterly
report my conclusions  about the  effectiveness  of the disclosure  controls and
procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed,  based on my most recent  evaluation,  to the  Registrant's
auditors and the audit committee of registrant's  board of directors (or persons
performing the equivalent  function):  a) all  significant  deficiencies  in the
design or  operation  of  internal  controls  which could  adversely  affect the
Registrant's ability to record, process, summarize and report financial data and
have  identified  for the  registrant's  auditors  any  material  weaknesses  in
internal  controls;  and b) any fraud,  whether or not  material,  that involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

6. I have  indicated  in  this  quarterly  report  whether  or  not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date: April 29, 2003

/s/  Danny L. Pixler
-----------------------
Chief Executive and Financial Officer



                                 CERTIFICATIONS

I, Danny L. Pixler, the Registrant's Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Logistics  Management
Resources, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as  defined  in  Exchange  Act Rules  13a-14  and  15d-14)  for the
registrant  and I have: a) designed such  disclosure  controls and procedures to
ensure that  material  information  relating to the  Registrant,  including  its
consolidated subsidiaries,  is made known to me by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b) evaluated  the  effectiveness  of the  Registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly  report (the  "Evaluation  Date");  and c) presented in this quarterly
report my conclusions  about the  effectiveness  of the disclosure  controls and
procedures based on our evaluation as of the Evaluation Date;

5. I have disclosed,  based on my most recent  evaluation,  to the  Registrant's
auditors and the audit committee of Registrant's  board of directors (or persons
performing the equivalent  function):  a) all  significant  deficiencies  in the
design or  operation  of  internal  controls  which could  adversely  affect the
Registrant's ability to record, process, summarize and report financial data and
have  identified  for the  Registrant's  auditors  any  material  weaknesses  in
internal  controls;  and b) any fraud,  whether or not  material,  that involves
management or other  employees who have a significant  role in the  Registrant's
internal controls; and

6. I have  indicated  in  this  quarterly  report  whether  or  not  there  were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.

Date: April 29, 2003

/s/   Danny L. Pixler
------------------------
Chief Executive and Financial Officer









                                  EXHIBIT 10(d)


Logistics Management Resources, Inc.
--------------------------------------------------------------------------------
                                                     10602 Timberwood Circle,
                                                     Suite 9
                                                     Louisville, Kentucky 40223
                                                     (502) 339-4000

March 31, 2003

Mr. Peter T. Arbes, President
Brentwood Capital Corp.
477 Madison Avenue
12th Floor
New York, NY 10022

Re:  Amendment to Promissory Note

Dear Mr. Arbes:

     This  will  serve to  confirm  our  prior  conversations  and  negotiations
concerning the parameters of a first amendment to the One Million, Seven Hundred
Thirty-One  Thousand  Nine  Hundred  Five  and  70/100   ($1,731,905.70)  Dollar
promissory note dated September 27, 2002 (the "Note") between  Brentwood Capital
Corp. as holder ("Brentwood") and Logistics Management Resources, Inc. ("LMRI"),
as maker.  In this regard,  and in  consideration  of the mutual benefit derived
herefrom,  the receipt and  adequacy  of which is hereby  jointly and  severally
acknowledged and accepted, Brentwood and LMRI hereby agree as follows:

     1.   Amendment.  Paragraph  1 of the Note is hereby  amended to read in its
          entirety as follows:

          "1.  Payment. Payments due under the Note shall be made as follows:

               A. Principal. The full principal amount of this Note shall be due
          and  payable at the offices of the Holder on October 1, 2008 (the "Due
          Date").  The  principal and interest due on this Note shall be payable
          in 60  equal  installments  of  Thirty  Three  Thousand,  Two  Hundred
          Eighty-Seven and 41/100 ($33,287.41)  Dollars on the first day of each
          month  commencing on December 1, 2003, and  terminating on November 1,
          2008. In the event that any monthly installment shall not be paid when
          due, and shall remain unpaid for a period of five (5) business days or
          more,  then a late charge of two (2%)  percent  shall be due and owing
          for each month or any portion  thereof that such payment  shall remain
          unpaid; and

               B.  Interest.  Solely in  consideration  for LMRI's  tendering to
          Brentwood of the  Additional  Consideration  set forth in Section 4 of
          the Note,  Brentwood  hereby  forgives  LMRI's  obligation  to pay all
          interest due and owing prior

Mr. Peter T. Arbes, President
March 31, 2003
Page 2
_______________________

to September 27, 2002.  Provided that Brentwood shall  acknowledge the same on a
monthly  basis,  all interest  due and owing from  September  27, 2002,  through
September 27, 2003,  shall be due and payable by LMRI in one lump sum on October
1, 2003.  Commencing  on November 1, 2003,  interest on the unpaid  principal of
this Note at the rate of Six (6%)  percent  per annum  shall be due and  payable
monthly,  in arrears.  In the event that LMRI is unable to make any such monthly
interest payments, its obligation to pay interest shall nevertheless continue to
accrue."

     2.   Confirmation of Agreement.  Except as herein  modified,  Brentwood and
          the Maker hereby  reconfirm  the validity  and  enforceability  of the
          Note.

     If the foregoing  correctly  sets forth our  agreement  and  understanding,
please  indicate  your  acceptance  by signing the enclosed  copy of this letter
agreement in the space marked  "Agreed to and Accepted" and returning the signed
document to me via facsimile.

Very truly yours,

Logistics Management Resources, Inc.

By: /s/ Danny L. Pixler
   --------------------
      Danny L. Pixler, Chief Executive
      Officer

AGREED TO AND ACCEPTED:

Brentwood Capital Corp.

By: /s/ Peter T. Arbes
   ----------------------
      Peter T. Arbes, President






                                   Exhibit 15


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

We  have  reviewed  the  accompanying   condensed  balance  sheet  of  Logistics
Management  Resources,  Inc. as of March 31,  2003,  and the  related  condensed
statements  of  operations,   condensed   statement  of   shareholders'   equity
(impairment),  and condensed statements of cash flows for the three months ended
March 31, 2003 and 2002. These financial  statements are the  responsibility  of
the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying  consolidated financial statements in order for them
to be in conformity with generally accepted accounting principles.

As discussed in our report dated March 26,  2003,  certain  conditions  indicate
that the company may be unable to continue as a going-concern.  The accompanying
financial  statements do not include any adjustments to the financial statements
that  might  be  necessary  should  the  Company  be  unable  to  continue  as a
going-concern.

/s/ Rosenberg Rich Baker Berman & Company

Bridgewater, New Jersey
April 29, 2003