UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

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

                  FOR THE TRANSITION PERIOD FROM______ TO _____

                         Commission File Number 0-25753
                                                -------

                           FITTIPALDI LOGISTICS, INC.
                           --------------------------
        (Exact name of small business issuer as specified in its charter)

                Nevada                                87-04496677
                ------                                -----------
  (State or other jurisdiction of       (I.R.S. Employer Identification No.)
   incorporation or organization)

         902 Clint Moore Road, Suite 204, Boca Raton, Florida 33487-2802
         ---------------------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 998-7557
                                 --------------
                           (Issuer's telephone number)

                                 not applicable
                                 --------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)
                               -------------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

                      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: As of November 9, 2007, the number of
outstanding shares of the issuer's common stock was 209,358,922.

     Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]
 ------------------------------------------------------------------------------
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<CAPTION>
                                TABLE OF CONTENTS


                                                                                                 Page
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<S>                                                                                               <C>
PART I.  FINANCIAL INFORMATION
-------  ---------------------

Item 1.  Financial Statements:

         Consolidated Balance Sheet, September 30, 2007 (Unaudited)                                4

         Consolidated Statements of Operations, Three Months Ended
            September 30, 2007 and 2006 (Unaudited)                                                6

         Consolidated Statements of Cash Flows, Three Months Ended
            September 30, 2007 and 2006 (Unaudited)                                                7

         Notes to Consolidated Financial Statements (Unaudited)                                    8

Item 2.  Management's Discussion and Analysis or Plan of Operation                                22

Item 3.  Controls and Procedures                                                                  30

PART II. OTHER INFORMATION                                                                        31
-------- -----------------

Item 1.  Legal Proceedings                                                                        31

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                              31

Item 3.  Defaults Upon Senior Securities                                                          31

Item 4.  Submission of Matters to a Vote of Security Holders                                      31

Item 5.  Other Information                                                                        31

Item 6.  Exhibits                                                                                 31
</TABLE>
When used in this quarterly report, the terms the "Company," "Fittipaldi
Logistics," "we," "our," and "us" refers to Fittipaldi Logistics, Inc., a Nevada
corporation and our subsidiaries. The information which appears on our web site
at www.emmologic.com is not part of this annual report.

           Cautionary Statements Regarding Forward Looking Information

         Certain statements in this quarterly report contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to implement our business
model, raise sufficient capital to fund our operating losses and pay our ongoing
obligations, economic and market conditions and fluctuations, government and
                                       2
<PAGE>
industry regulation, competition, and other factors. Most of these factors are
difficult to predict accurately and are generally beyond our control. You should
consider the areas of risk described in connection with any forward-looking
statements that may be made herein. Readers are cautioned not to place undue
reliance on these forward-looking statements and readers should carefully review
this quarterly report in its entirety. Except for our ongoing obligations to
disclose material information under the Federal securities laws, we undertake no
obligation to release publicly any revisions to any forward-looking statements,
to report events or to report the occurrence of unanticipated events. These
forward-looking statements speak only as of the date of this quarterly report,
and you should not rely on these statements without also considering the risks
and uncertainties associated with these statements and our business.













































                                      3
<PAGE>
                          PART I. FINANCIAL INFORMATION
                          -----------------------------

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                   FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2007
                                   (Unaudited)

<S>                                                                                 <C>
      ASSETS
      Current assets:
         Cash and cash equivalents                                                  $ 41,786
         Restricted cash                                                             144,861
         Accounts receivable, net of allowance of $199,095                         1,980,982
         Other receivables                                                             6,838
         Prepaid expenses                                                            245,699
                                                                              ---------------
              Total current assets                                                 2,420,166

      Property and equipment                                                       1,112,337
           Less: accumulated depreciation                                           (435,793)
                                                                              ---------------
              Net property and equipment                                             676,544

      Software development costs, net of accumulated amortization
           of $220,955                                                             1,357,456
      Deferred financing costs                                                        17,361
      Intangible asset, net of accumulated amortization of $24,731                    21,195
      Restricted cash for interest on debentures                                       2,395
      Other assets                                                                   189,160
                                                                              ---------------

      Total assets                                                               $ 4,684,277
                                                                              ===============

      LIABILITIES AND STOCKHOLDERS' DEFICIT

      Current liabilities:
         Notes payable - short term                                              $ 1,789,133
         Convertible notes payable less discount of $117,144                       1,938,253
         Loans payable                                                                65,078
         Lines of credit                                                           1,173,954
         Accounts payable                                                          1,208,630
         Accrued expenses                                                          1,127,225
         Accrued salaries                                                            302,919
                                                                              ---------------
             Total current liabilities                                             7,605,192

      Long term debt:
         Long term notes payable                                                     141,607
                                                                              ---------------
             Total liabilities                                                     7,746,799
</TABLE>








                                       4
<PAGE>
<TABLE>
<CAPTION>
                   FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)
                               September 30, 2007
                                   (Unaudited)

<S>                                                                                 <C>

      Stockholders' deficit :
      Preferred stock, $.01 par value, 1,000,000 shares authorized:
         Series B convertible preferred stock, $.01 par value, 200,000
            shares authorized; 149,600  shares issued and outstanding                  1,496
         Series C convertible preferred stock, $.01 par value, 20,000
            shares authorized; 832 shares issued and outstanding                           8
         Series D convertible preferred stock, $.01 par value, 40
            shares authorized; 38 shares issued and outstanding                            -
         Series E convertible preferred stock, $.01 par value, 1,600
            shares authorized; 0 shares issued and outstanding                             -
         Series F convertible preferred stock, $.01 par value, 500,000
            shares authorized; 169 shares issued and outstanding                           2
         Series G convertible preferred stock, $.01 par value, 6
            shares authorized; 2 shares issued and outstanding                             -
         Series H convertible preferred stock, $.01 par value, 1,600
            shares authorized; 70 shares issued and outstanding                            1
         Series I convertible preferred stock, $.01 par value, 100,000
            shares authorized; 100,000 shares issued and outstanding                   1,000
         Series Y convertible preferred stock, $.01 par value, 87,000
            shares authorized; 87,000  shares issued and outstanding                     870
         Common stock, $.001 par value, 250,000,000 shares
            authorized; 198,003,401 issued and outstanding                           198,003
         Additional paid-in capital                                               30,512,587
         Accumulated deficit                                                     (33,776,489)
                                                                              ---------------

             Total stockholders' deficit                                          (3,062,522)
                                                                              ---------------

      Total liabilities and stockholders' deficit                                $ 4,684,277
                                                                              ===============
</TABLE>


















            See notes to unaudited consolidated financial statements
                                        5
<PAGE>
<TABLE>
<CAPTION>
                   FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                                        For the three months ended
                                                                               September 30,
                                                                   -------------------------------------
                                                                     2007                     2006
                                                                   ------------------   ----------------
<S>                                                                      <C>                    <C>
Revenue:
Freight transportation                                                  $  6,103,223       $  6,387,696
Other revenues                                                                29,469                  -
                                                                   ------------------  -----------------

       Total revenue                                                       6,132,692          6,387,696

Operating expenses:
   Freight transportation                                                  5,558,977          5,762,524
   Selling, general and administrative:
        Salaries, benefits and consulting fees                               664,198            744,969
        Other selling, general and administrative                            464,496            523,773
                                                                   ------------------  -----------------

       Total operating expenses                                            6,687,671          7,031,266
                                                                   ------------------  -----------------

       Loss from operations                                                 (554,979)          (643,570)
                                                                   ------------------  -----------------

Other expense:
   Forgiveness of debt                                                             -            (94,864)
   Interest expense, net                                                  (1,666,389)          (772,659)
                                                                   ------------------  -----------------

       Total other expense                                                (1,666,389)          (867,523)
                                                                   ------------------  -----------------

Net loss                                                                $ (2,221,368)      $ (1,511,093)
                                                                   ==================  =================

Preferred stock dividend                                                     (75,800)                 -
                                                                   ------------------  -----------------

Net loss available to common shareholders                               $ (2,297,168)      $ (1,511,093)
                                                                   ==================  =================

Loss per share-basic and diluted                                        $      (0.01)      $      (0.02)
                                                                   ==================  =================

Weighted average shares outstanding
      - basic and diluted                                                183,702,962         92,444,796
                                                                   ==================  =================

</TABLE>


            See notes to unaudited consolidated financial statements
                                        6
<PAGE>
<TABLE>
<CAPTION>
                      FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                            For the three months ended
                                                                                                   September 30,
                                                                                        ------------------------------------
                                                                                             2007                 2006
                                                                                        ----------------    ----------------
<S>                                                                                        <C>                 <C>
Cash flows from operating activities:
   Net loss                                                                                $ (2,221,368)       $ (1,511,093)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation                                                                             52,852              32,679
        Amortization of software development costs                                               13,523              13,523
        Amortization of intangible asset                                                          2,296              12,440
        Amortization of deferred compensation                                                    14,763             181,592
        Amortization of deferred financing costs                                                 10,417              42,374
        Amortization of discount on notes payable                                               173,589             571,813
        Loss on forgiveness of debt                                                                   -              94,864
        Fair value of stock options issued to employees                                         212,355                   -
        Issuance of stock warrants for services                                                  26,621                   -
        Interest expense in connection with the conversion of notes payable
           into preferred stock                                                                 126,765                   -
        Interest expense in connection with the assignment of convertible notes                 703,397                   -
        Issuance of common stock and warrants for interest and debt settlements                 454,789                   -
        Issuance of common stock for services                                                    53,100                   -
        Changes in operating assets and liabilities:
            Decrease (increase) in restricted cash                                               (4,400)                  -
            Decrease (increase) in accounts receivable                                           50,410             801,530
            Decrease in prepaid expenses                                                        (11,064)             77,697
            Decrease (increase) in other assets                                                       -              61,063
           (Decrease) increase in accounts payable and accrued expenses                        (162,168)           (952,136)
                                                                                        ----------------    ----------------

               Net cash used in operating activities                                           (504,123)           (573,654)
                                                                                        ----------------    ----------------

Cash flows from investing activities:
   Purchases of property and equipment                                                          (54,249)            (14,191)
   Capitalized costs of software development                                                    (80,525)            (69,446)
                                                                                        ----------------    ----------------

               Net cash used in investing activities                                           (134,774)            (83,637)
                                                                                        ----------------    ----------------

Cash flows from financing activities:
   Proceeds from convertible promissory notes net of costs of  $0
       and $0, respectively                                                                     550,000                   -
   Repayments of convertible promissory notes                                                (1,800,000)                  -
   Proceeds from promissory notes                                                                     -              76,000
   Repayments of  loans payable                                                                 (35,839)                  -
   Proceeds from notes payable                                                                1,560,000                   -
   Proceeds from line of credit net of costs of $0 and $0, respectively                         412,118                   -
   Repayments of notes payable                                                                  (49,752)                  -
   Repayments of line of credit                                                                       -             (51,234)
   Proceeds from sale of preferred stock and warrants net of costs of $0
      and $0,  respectively                                                                           -             660,000
                                                                                        ----------------    ----------------

               Net cash provided by financing activities                                        636,527             684,766
                                                                                        ----------------    ----------------

               Net (decrease) increase in cash and cash equivalents                              (2,370)             27,475

Cash and cash equivalents, beginning of year                                               $     44,156        $    223,525
                                                                                        ----------------    ----------------

Cash and cash equivalents, end of period                                                   $     41,786        $    251,000
                                                                                        ================    ================

</TABLE>
            See notes to unaudited consolidated financial statements
                                        7
<PAGE>
NOTE 1 - DESCRIPTION OF BUSINESS

Organization
------------
Fittipaldi Logistics, Inc. (the "Company") is a Nevada corporation that was
incorporated on October 28, 1987 as Jaguar Investments, Inc. On March 11, 2003,
a wholly owned subsidiary of the Company merged with Freight Rate, Inc., a
development stage company in the logistics software business. On May 8, 2003,
the Company changed its name to Power2Ship, Inc. Then, on October 11, 2006, the
Company merged with a Fittipaldi Logistics, Inc., a newly formed Nevada
corporation and, effective November 9, 2006, changed its name to Fittipaldi
Logistics, Inc.

The Company is a third party logistics services provider and a developer of
web-based applications that provide pertinent, real-time information to the
worldwide transportation and security industries. These applications rely on
telematics to collect various pieces of vehicle and container-based data and
integrate it with information gathered from various disparate legacy systems
across the supply chain. The data is then synthesized and reformatted into
valuable, actionable information, and delivered to appropriate end-users across
the logistics value chain through secure web-based applications. Specific
offerings include: vehicle tracking, inventory/asset visibility, secure
trucking, matching available freight with available trucks, and many others. In
addition, through Fittipaldi Environmental Solutions, the Company has adapted
its technology to provide critical information enabling verification of fuel
savings and reduction of harmful emissions as well as monitoring of driver
performance that, when improved, can result in significant fuel savings.

On February 25, 2005, the Company formed a wholly owned subsidiary, Fittipaldi
Carriers, Inc., formerly P2S Holdings, Inc., a Florida corporation. Then, on
March 21, 2005, a wholly owned subsidiary of Fittipaldi Carriers, Inc.,
Commodity Express Transportation, Inc. ("CXT"), a Delaware corporation formed on
March 21, 2002, acquired certain assets and liabilities of Commodity Express
Transportation, Inc., a South Carolina corporation (see Note 4 "Intangible
Assets" for further details). CXT is licensed by the United States Department of
Transportation as a motor carrier and a broker, arranging for transportation of
freight (except household goods) by motor carriers. CXT is engaged in the
business of motor carriage specializing in full truckload transportation
services primarily using dry vans. CXT presently serves the southeastern United
States from its South Carolina base with a fleet, as of June 30, 2007, of 85
tractors comprised of 67 leased units and 18 owner-operator units with which it
has independent contractor lease agreements and 287 trailers. In addition, CXT
rents a 137,000 square foot warehouse facility in South Carolina to service its
largest customer and provides freight transportation brokerage services through
a wholly owned subsidiary of CXT, Commodity Express Brokerage, Inc., a Florida
corporation formed on March 3, 2005.

Also, on March 21, 2005, Power2Ship Intermodal, Inc. ("P2SI"), a wholly owned
subsidiary of CXT formed as a Delaware corporation on March 21, 2002, acquired
certain assets and liabilities representing the business of GFC, Inc. It was a
New Jersey based company in the business of motor carriage specializing in
intermodal drayage transportation services. The operations of P2SI ceased
effective June 30, 2006 (see Note 4 "Intangible Assets" for further details).

The accompanying unaudited financial statements for the period ended September
30, 2007 have been prepared in accordance with generally accepted accounting
principles for interim financial information and with instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
                                       8
<PAGE>
required by generally accepted accounting principles as would be included in
audited financial statements and should be read in conjunction with the audited
financial statements and notes contained in the Company's Annual Report on Form
10-KSB for the year ended June 30, 2007. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The results of operations for the
quarterly period ended September 30, 2007 is not necessarily indicative of the
results to be expected for the fiscal year ending on June 30, 2008.

The Company has experienced losses and negative cash flows from operations since
its inception. As of September 30, 2007, it had a working capital deficit of
$5,185,026, an accumulated deficit of $33,776,489, a stockholders' deficit of
$3,062,522, and its independent auditors' report on its financial statements for
fiscal year 2007 contained an explanatory paragraph regarding its ability to
continue as a going concern. Its ability to continue as a going concern is
dependent upon its ability to obtain the necessary financing to pay its past due
debt obligations, and accrued interest thereon, and repay its current debt and
other liabilities when they become due and to increase its revenue and generate
profitable operations in the future. The Company plans to continue to provide
for its capital requirements through the sale of equity or debt securities;
however, it has no firm commitments from any third parties to provide this
financing and no assurance can be provided that it will be successful in raising
working capital as needed. There are no assurances that it will have sufficient
funds to execute its business plan, pay its obligations as they become due or
generate positive operating results. If the Company is unable to raise
additional capital, it may be required to reduce or eliminate some or all of its
operations.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES AND OTHER MATTERS

Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All material intercompany transactions have been
eliminated.

Reclassifications
-----------------
Certain prior period balances have been reclassified to conform to the current
year's presentation. These reclassifications had no impact on previously
reported results of operations or stockholders' deficit.

Cash and Cash Equivalents
-------------------------
The Company considers all unrestricted deposits and highly liquid investments,
readily convertible to known amounts, with an original maturity of three months
or less, to be cash equivalents.

Property and Equipment
----------------------
Property and equipment is stated at cost. Depreciation on property and equipment
is calculated using the straight-line method over the estimated useful lives of
the assets. Expenditures for major renewals and betterments that extend the
useful lives of the assets are capitalized. Expenditures for maintenance and
repairs of the assets are charged to expense as incurred.
                                       9
<PAGE>
Income Taxes
------------
Under the asset and liability method of FASB Statement 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities, and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Deferred
tax assets are reduced by a valuation allowance, when in the Company's opinion
it is likely that some portion or the entire deferred tax asset will not be
realized.

Revenue Recognition
-------------------
The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, the Company
records revenue when persuasive evidence of an arrangement exists, services have
been rendered or product delivery has occurred, the sales price to the customer
is fixed or determinable, and collectability is reasonably assured. The
following policies reflect specific criteria for the reported revenue streams of
the Company:

         Freight transportation revenue consists of the total dollar value of
         services purchased from us by our customers. The Company recognizes
         freight transportation revenue when shipments of goods reach their
         destinations and the receiver of the goods acknowledges their receipt
         by signing a bill of lading which, for the vast majority of the
         Company's shipments, occurs on the same day as the goods are picked up.
         At that time, our obligations to the customer are completed and
         collection of receivables is reasonably assured. Emerging Issues Task
         Force Issue No. 99-19, "Reporting Revenue Gross as a Principal versus
         Net as an Agent", establishes the criteria for recognizing revenues on
         a gross or net basis. When we provide these freight transportation
         services, we are the primary obligor, we are a principal to the
         transaction not an agent, we have the risk of loss for collection, we
         have discretion to select the supplier when we do not supply the
         services and we have latitude in pricing decisions.

Stock-Based Compensation
------------------------
Effective March 31, 2006, the Company adopted Statement of Financial Accounting
Standards No. 123 (revised 2004), Share Based Payment ("SFAS No. 123R"). SFAS
No. 123R establishes the financial accounting and reporting standards for
stock-based compensation plans. As required by SFAS No. 123R, the Company
recognized the cost resulting from all stock-based payment transactions
including shares issued under its stock option plans in the financial
statements.

Prior to March 31, 2006, the Company accounted for stock-based employee
compensation plans (including shares issued under its stock option plans) in
accordance with APB Opinion No. 25 and followed the pro forma net income, pro
forma income per share, and stock-based compensation plan disclosure
requirements set forth in the Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation ("SFAS No. 123"). For the quarter
ended September 30, 2007, the Company granted no stock options.
                                       10
<PAGE>
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 revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Impairment of long-lived assets
-------------------------------
The Company evaluates the recoverability and carrying value of its long-lived
assets at each balance sheet date, based on guidance issued in SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." Among other
factors considered in such evaluation is the historical and projected operating
performance of business operations, the operating environment and business
strategy, competitive information and market trends. At September 30, 2007, the
Company had no assets which were considered to be impaired.

Research and Development
------------------------
Research and development costs are expensed as incurred. No research and
development expenses were incurred for the quarters ended September 30, 2007 and
2006.

Computer Software and Web Site Development Costs
------------------------------------------------
The Company has adopted the provisions of AICPA Statement of Position ("SOP")
98-1, Accounting for the Costs of Software Developed or Obtained for Internal
Use, and Emerging Issues Task Force ("EITF") Consensus #00-2, Accounting for Web
Site Development Costs. The type of costs incurred by the Company in developing
its internal use software and Web site include, but are not limited to, payroll
and payroll-related costs (e.g. fringe benefits) for employees who devote time
to the internal use computer software or Web site project, consulting fees, the
price of computer software purchased from third parties and travel expenses
incurred by employees or consultants in their duties directly associated with
developing the software. These costs are either expensed or capitalized
depending on the type of cost and the stage of development of the software and
Web site. SOP 98-1 and EITF #00-2 define three stages of development:

       - the preliminary or planning stage includes all activities related to
         conceptualizing, evaluating and selecting the alternatives for
         implementing the project including, but not limited to, developing a
         project plan, determining desired functionalities and content,
         identifying required hardware and software tools and selecting external
         vendors and consultants. All internal and external costs during the
         preliminary project stage are expensed as incurred.

       - the application and infrastructure development stage begins immediately
         upon conclusion of the preliminary or planning stage and includes, but
         is not limited to, all activities related to designing the software
         configuration and software interfaces, acquiring or customizing the
         software necessary to build the application, coding, hardware
         installation and testing, including parallel processing. Generally, any
         internal and external costs incurred during the application and
         infrastructure development stage are capitalized and amortized on a
         straight-line basis over the estimated economic life of the software of
                                       11
<PAGE>
         three to five years. General and administrative costs and overhead
         costs are not capitalized. Amortization for each module or component of
         software begins after all substantial testing is completed and it is
         deemed to be ready for its intended use. The only exception to
         beginning amortization at that time would be if the functionality of
         that module or component is entirely dependent on the completion of
         other modules or component in which case the amortization would begin
         when both the module and the other modules upon which it is
         functionally dependent are ready for their intended use.

       - the post-implementation/operation stage includes, but is not limited
         to, activities related to training, user administration, application
         maintenance, system backups, routine security reviews, the costs of
         which are expensed as incurred. Also, upgrades and enhancements that
         result in additional functionality may occur during this stage, the
         costs of which are amortized on a straight-line basis over the
         estimated economic life of the upgrade or enhancement of three to five
         years.

At September 30, 2007, the net book value of capitalized software was
$1,357,456. Amortization expense was $13,523 and $13,523 for the quarters ended
September 30, 2007 and 2006, respectively.

The Company makes ongoing evaluations of the recoverability of its capitalized
internal use software and Web site by comparing the amount capitalized for each
module or component of software to their estimated net realizable values. If
such evaluations indicate that the unamortized costs exceed the net realizable
values, the Company writes off the amount by which the unamortized costs exceed
the net realizable values.

Concentrations of Credit Risk and Accounts Receivable
-----------------------------------------------------
Financial assets that potentially subject the Company to significant
concentrations of credit risk consist primarily of cash and cash equivalents and
accounts receivable. The Company's investment policy is to invest in low risk,
highly liquid investments. The Company does not believe it is exposed to any
significant credit risk in its cash investments.

The Company maintains its cash balances at financial institutions that are
insured by the Federal Deposit Insurance Corporation or the Securities Investor
Protection Corporation up to $100,000 per institution. At September 30, 2007,
the Company's restricted cash balance in one account exceeded the insured limits
by approximately $44,000. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on cash
on deposit.

The Company performs on-going credit evaluations of its customer base including
those that represent its accounts receivable at September 30, 2007. The Company
maintains reserves for potential credit losses and such losses historically have
been within management's expectations.

NOTE 3 - CONCENTRATIONS

During the quarter ended September 30, 2007, one customer accounted for
$4,213,416 or approximately 68.7% of the Company's revenue and that same
customer accounted for $521,789 or approximately 26.7% of accounts receivable,
net of allowance for doubtful accounts, as of September 30, 2007. During this
period, no other customer accounted for more than 10% of revenue or accounts
receivable.
                                       12
<PAGE>
NOTE 4 - INTANGIBLE ASSETS

In October 2006, the Company entered into an Amendment to a License Agreement
dated March 1, 2005 with EF Marketing, LLC and Emerson Fittipaldi. The Amendment
included provisions providing the Company with the exclusive right to use the
property licensed from EF Marketing globally rather than solely in the United
States and its territories and the right to change its corporate name to include
the name Fittipaldi. Also, the term of the License Agreement was extended
indefinitely. In consideration for these and other amendments, the Company
agreed to provide EF Marketing with a percentage of the net operating cash (as
defined in the Amendment) generated by the Company's operations, a five-year
warrant to purchase 8,000,000 shares of its common stock at an exercise price of
$0.025 per share. The Company valued the warrant utilizing the Black-Scholes
options pricing model at approximately $0.049 per share or $393,097 and,
accordingly, recorded an intangible asset of $393,097 that was being amortized
over its useful life assumed to be 5 years. At June 30, 2007, the Company
recorded an impairment expense of $337,408 to recognize management's assessment
that there was no continuing value associated with the License Agreement.

In March 2005, the Company allocated $89,874 of the purchase price for certain
assets of Commodity Express Transportation, Inc. These intangible assets are
being amortized over their estimated useful lives of 5 years. In March 2006, the
Company determined that the net realizable value of the intangible assets of
Commodity Express Transportation, Inc. should be reduced to $45,925 and recorded
$43,949 of impairments to intangible assets.

Also, in March 2005, the Company allocated $334,600 of the purchase price for
certain assets of GFC, Inc. to intangible assets attributable to the customer
lists of these businesses. These intangible assets were being amortized over
their estimated useful lives of 5 years. In March 2006, the Company entered into
a settlement agreement and mutual release with the parties that sold it the GFC
assets in which the Company agreed to issue the seller 300,000 shares of its
common stock valued at $38,700 and to pay the seller a total of $36,000 over two
years in full settlement of the $191,667 outstanding balance of the purchase
price. Based on this settlement, the Company determined that the net realizable
value of the intangible assets purchased from GFC should be reduced to $220,933
and recorded $113,667 of impairments to intangible assets. Power2Ship Intermodal
ceased operations effective June 30, 2006 and the Company recorded $185,578 of
impairment to reduce the intangible assets to $0.

In July and August, 2004, the Company entered into Intellectual Property
Assignment Agreements with three of its executives pursuant to which each of
them assigned to the Company all of their right, title and interest in and to
all the intellectual property which they had contributed to the Company in the
past in consideration for an aggregate of 600,000 shares of the Company's common
stock that was issued in January 2005. The Company believes that there are no
other parties with any claims to any right, title and interest in and to any of
the Company's intellectual property. The shares issued in this transaction were
valued at their fair market value of $226,000 and recorded as an intangible
asset which was amortized over its estimated useful life of 24 months from the
effective dates of the Intellectual Property Assignment Agreements which ended
in the quarter ended September 30, 2006.

The Company recorded amortization expense for all of its intangible assets for
the quarters ended September 30, 2007 and 2006 of $2,296 and $12,440,
                                       13
<PAGE>
respectively. At September 30, 2007, future amortization expense for the
remaining intangible assets is as follows:

                                       2008                          9,188
                                       2009                          9,184
                                       2010                          2,827
                                                                 ---------
                                                                 $  21,195
                                                                 =========

NOTE 5 - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

As of September 30, 2007, the balance on the Company's revolving line of credit
with Branch Banking and Trust Company was $1,173,954.

As of September 30, 2007, the Company had short term notes payable of $1,789,133
which consisted of:

     -   $1,250,000 of a 16% secured promissory note due February 8, 2008 issued
         in May 2007 to one investor. The investor also was assigned $400,000
         principal amount of an amended version of 5% Series B secured
         convertible debentures, recorded as interest expense, which the
         investor immediately converted into 16,000,000 shares of common stock
         at $0.025 per share. The note is secured by a primary or secondary lien
         in the Company's assets excluding those assets owned by its subsidiary
         Fittipaldi Carriers, Inc. and 100,000 shares of Series I preferred
         stock convertible into 50,000,000 shares of common stock of the Company
         that are being held in an escrow account. The financing agreement with
         the investor specifies that one-half of these preferred shares are to
         be released to the Company from escrow upon issuance of the 16,000,000
         shares underlying the Series B debentures and the remainder of these
         preferred shares are to be released to the Company upon full repayment
         of the note and interest by the maturity date or, if not repaid by
         then, 5,000 shares will be released to the investor commencing on the
         due date and on each monthly anniversary thereafter if the note and
         interest have not been repaid in full by such dates.

     -   $200,000 of 16% secured promissory notes issued to two investors. These
         investors also were assigned an aggregate of $80,000 principal amount
         of an amended version of 5% Series B secured convertible debentures
         which were recorded as interest expense. These investors immediately
         converted the debentures into 3,200,000 shares of common stock at
         $0.025 per share.

     -   $245,000 of 12% unsecured short-term promissory notes to two investors;

     -   $31,500 owed to the seller of the business which became Power2Ship
         Intermodal, Inc. that is payable $1,500 per month for 24 months
         commencing in March 2006. $0 was paid during fiscal year 2007 and

     -   $62,633 which was the short-term portion of two secured promissory
         notes totaling $238,450 issued by CXT in January and March 2007 related
         to the purchase of seven used trucks. These notes have interest rates
         of approximately 11% and are to be repaid in 42 equal monthly payments
         totaling $6,880 including interest. As of September 30, 2007, the
         outstanding balance of these notes was $204,240 of which $141,607 was
         recorded as long term notes payable.
                                       14
<PAGE>
As of September 30, 2007, the Company had convertible notes payable of
$1,938,253, net of discounts on notes payable of $117,144, which consisted of:

     -   $847,000 of 14.25% secured convertible debentures of which $742,000 was
         past due and the maturity date for the remaining $105,000 becomes due
         on December 31, 2007. If the Company receives notice of noncompliance
         and potential default from any of its holders of past due debentures,
         the Company would have an obligation to rectify or otherwise receive a
         waiver from them. While the Company currently does not have any such
         notices, it is possible that notice could be provided at any time in
         the future, which would likely cause the Company to be in default under
         its agreement and obligations to the debenture holder. Any default
         could accelerate the Company's obligations to repay all debenture
         holders, including all accrued and unpaid interest thereon, and perhaps
         other obligations owed to other parties. We cannot assure you that we
         would be in a position to arrange alternative financing to satisfy
         these obligations in the event of a default.

         During the quarter ended September 30, 2007, there was a $210,000
         decrease in the outstanding balance of these debentures due to:

         -    three investors converting an aggregate of $100,000, and $16,536
              of accrued interest thereon, into approximately 23.3 shares of
              Series F convertible preferred stock and

         -    $110,000 of the debentures being repaid as part of a final
              settlement with one investor.

     -   $425,428, net of the $57,969 remaining balance of the discount on notes
         payable related to the beneficial conversion provision associated with
         the note, of Series B secured convertible debentures for $150,000 and
         the exchange of a $250,000 of unsecured 12% promissory note and accrued
         interest thereon. The gross balance as of September 30, 2007 of
         $483,397 resulted from the Company assigning $1,103,397 of the
         debentures from the original holder to 9 new investors and 4 of these
         investors converting $620,000 of the debentures into 24,800,000 shares
         of common stock during the quarter. The debentures were amended to
         change the interest rate to 16%, extend the maturity date to January
         15, 2008, fix the conversion price at $0.025 per share and provide the
         Company with a right of redemption at any time without penalty subject
         to the investors' conversion rights.

     -   $350,000 of 16% secured convertible promissory notes with a maturity
         date of January 15, 2008 to one investor for $300,000 and the exchange
         of a $50,000 unsecured 12% promissory note. The note and accrued
         interest thereon is convertible into common stock at approximately
         $0.0307 per share. The note is secured by a lien on the Company's
         assets excluding the assets of Fittipaldi Carriers, Inc. The investor
         also was assigned $140,000 principal amount of an amended version of 5%
         Series B secured convertible debentures which was recorded as interest
         expense. The investor immediately converted the debenture into
         5,600,000 shares of common stock at $0.025 per share. Also, during the
         quarter the Company issued $150,000 of 16% secured convertible
         promissory notes to 2 investors and these investors exchanged these
         notes for $150,000 of Series B secured convertible debentures.
                                       15
<PAGE>
     -   $80,164, net of the $19,836 remaining balance of the discount on notes
         payable related to the beneficial conversion provision associated with
         the note, related to the issuance of $100,000 of an 8% unsecured
         convertible promissory note to an unaffiliated private company. The
         note has a one year term, provides the lender with the right to convert
         principal and accrued interest into shares of the Company's common
         stock at $0.025 per share, provides the Company with a right of
         redemption to prepay the note and accrued interest at any time without
         penalty subject to lender's conversion right, provides the lender with
         a right of first refusal to purchase CXT on the same terms and
         conditions as may be offered by any other party and provides lender
         with an option, conditional upon certain material events, for the
         lender to purchase CXT on December 31, 2007 for a purchase price
         ranging from $1,000,000 to $1,500,000 and the assumption of outstanding
         CXT debt, equipment and facility leases and other commitments. The
         conversion price resulted in a beneficial conversion provision due to
         the conversion being less than the market price of the common stock at
         the time of the issuance which was recorded as additional interest
         expense of $20,000 that is being amortized over the term of the note.

     -   $175,000 of 8% unsecured convertible promissory notes, and accrued
         interest thereon, due on June 30, 2006. The note holder has notified
         the Company that it is seeking to accelerate full repayment of the note
         and accrued interest and, if not repaid, may pursue all available
         remedies. This acceleration request and certain actions that may be
         taken by the note holder may result in acceleration of other Company
         obligations to other parties. We are seeking to negotiate a settlement
         with the note holder but cannot assure you that we will be able to do
         so and, may not be in a position to arrange alternative financing to
         satisfy this note and obligations to other parties that may become
         accelerated.

     -   $60,661, net of the $39,339 remaining balance of the discount on notes
         payable related to the beneficial conversion provision associated with
         the debenture, from $100,000 of our Series D 8% unsecured convertible
         debentures.

During the quarter ended September 30, 2007, in connection with the issuance of
the convertible notes payable and the assignment of Series B secured convertible
debentures, the Company has recognized a total debt discount of $240,679 due to
its beneficial conversion feature. Amortization of these debt discounts amounted
to $162,875 during the three months ended September 30, 2007 and has been
included in interest expense.

As of September 30, 2007, the Company had short term loans payable of $65,078
which consisted of:

     -   $28,462 related to the purchase of 275 trailer tracking devices in
         March 2007 by CXT for $113,850 payable in four installments of
         $28,462 at the end of March, June, September and December 2007. The
         first three installments had been paid as of September 30, 2007.

     -   $36,616 related to the purchase of five tractors in May 2007 by CXT for
         $46,350 with an interest rate of prime plus 1% payable $2,786 per month
         for 17 months with one final payment of all remaining principal and
         accrued interest on December 5, 2008.
                                       16
<PAGE>
As of September 30, 2007, the Company had long term debt of $141,607 from two
secured promissory notes issued by CXT in January and March 2007 for $154,518
and $134,442, respectively, related to the purchase of seven used trucks. These
notes have interest rates of approximately 11% and are to be repaid in 42 equal
monthly payments of $6,880 plus interest. As of September 30, 2007, the
outstanding balance of these notes was $204,240 of which $62,633 was recorded as
short-term notes payable.

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock
---------------

During the quarter ended September 30, 2007, the Company issued approximately 23
shares of Series F convertible preferred stock of which were issued upon
conversion of $100,000 14.25% convertible notes payable by four note holders.
Additionally, these Series F preferred stockholders converted 23 shares into
4,661,445 shares of common stock during the quarter ended September 30, 2007.
The Company recognized a beneficial conversion in connection with the conversion
of the 14.25% secured convertible debentures into shares of Series F preferred
stock amounting to $126,765 and has been included in interest expense.

Common Stock
------------

During the quarter ended September 30, 2007, the Company issued an aggregate of
48,146,008 shares of its common stock consisting of:

     -   13,000,000 shares valued at $390,000, in addition to a payment of
         $1,800,000 and the issuance of a warrant to purchase 5,000,000 shares
         of common stock with an exercise price of $0.03 per share and an
         expiration date of July 31, 2011 valued at approximately $138,000 in
         full satisfaction of all obligations to the holder of $1,750,000 of
         Series B secured convertible debentures and $110,000 of 14.25% secured
         convertible debentures and accrued interest of $13,178. The Company
         recorded an additional interest expense of $454,789 in connection with
         this transaction;

     -   24,800,000 shares issued to four investors upon their conversion of
         $620,000 of Series B secured convertible debentures, and accrued
         interest thereon, as amended, that had been purchased from, or been
         assigned by, the original debenture holder;

     -   5,661,445 shares issued to five investors upon their conversion of
         approximately 28.3 shares of Series F convertible preferred stock;

     -   2,659,653 shares valued at $75,800 issued as a dividend to the holders
         of Series B convertible preferred stock;

     -   1,770,000 shares issued to 7 consultants recorded as $53,100 consulting
         expense;

     -   254,910 shares valued at $8,833 issued as an interest payment to one
         holder of $100,000 of 8% Series D convertible debentures;
                                       17
<PAGE>
Options and Warrants
--------------------

The Company's board of directors has the authority to determine when and to whom
it grants options and warrants to purchase shares of the Company's common stock.
In addition, the board determines the number of options and warrants to be
granted and all other terms and conditions related to these securities such as
the recipients' vesting schedules, expiration dates, exercise prices and
restrictions.

Stock options
-------------

The Company adopted SFAS 123(R), "Accounting for Stock-Based Compensation",
effective March 31, 2006. Accordingly, the Company now measures the cost of
employee services received in exchange for stock options based on the grant-date
fair value of the options. This cost is recognized over the vesting period, if
any, specified in the stock option agreement. Prior to adopting SFAS 123(R), the
Company had chosen to account for stock-based compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion No. 25 in which
the cost of employee stock options was measured as the excess, if any, of the
estimated fair value of the Company's stock on the grant date over the exercise
price of the stock options.

For the quarter ended September 30, 2007, the Company recorded stock-based
compensation expense of $212,355 related to stock options granted in fiscal
2007, which is being amortized over the remaining service period.

A summary of the stock option activity is as follows:
<TABLE>
<CAPTION>
                                                                                   Weighted
                                                                                    Average
                                                                                    Exercise     Number       Exercise Price
                                                                                     Price     of Options       Per Option
                                                                                     -----     ----------       ----------
<S>                                                                                  <C>        <C>           <C>      <C>
       Outstanding options at June 30, 2007                                          $0.03      44,749,076    $0.025 - $0.38
       Granted.....................................................                      -               -           -
       Expired.....................................................                  $0.03     (18,797,938)   $0.025 - $0.38
       Cancelled...................................................                      -               -           -
                                                                                                ----------
       Outstanding options at September 30, 2007                                     $0.03      25,951,138    $0.025 - $0.38
                                                                                                ==========

       Exercisable options at September 30, 2007                                     $0.04      21,374,059    $0.025 - $0.38
                                                                                                ==========
</TABLE>









                                       18
<PAGE>
The following table summarizes information concerning stock options outstanding
and exercisable at September 30, 2007:
<TABLE>
<CAPTION>
                                Options Outstanding                                             Options Exercisable
 ----------------------------------------------------------------------------------   ---------------------------------------
                                             Weighted Average         Weighted                                  Weighted
 Range of Exercise                              Remaining             Average              Number                 Average
       Price          Number Outstanding     Contractual Life      Exercise Price        Exercisable          Exercise Price
 -------------------  --------------------  -------------------   -----------------   -----------------      ----------------
<S>                             <C>                  <C>          <C>                        <C>             <C>
             $0.025             25,449,996           4.10 Years             $0.025           20,872,917                $0.025
         0.15 -0.38                501,142           0.54 Years               0.33              501,142                  0.33
                      --------------------                        -----------------   -----------------      ----------------
                                25,951,138                                  $ 0.03           21,374,059                $ 0.04
                      ====================                        =================   =================      ================
</TABLE>
Warrants
--------

In July 2007, the Company reduced the exercise price of warrants to purchase an
aggregate of 3,000,000 shares of common stock to $0.025 per share and changed
their expiration dates to April 10, 2010. The Company valued the re-priced
warrants utilizing the Black-Scholes option pricing model using the following
assumptions: estimated volatility of 170%, risk-free interest rate of 5%, no
dividend yield, and an expected life of 5 years, and recorded approximately
$14,000 as consulting fees during the three months ended September 30, 2007.

In July 2007, the Company granted a three-year warrant to purchase 500,000
shares of common stock to a consultant at an exercise price of $.05 per share
for services rendered. The Company valued these warrants utilizing the
Black-Scholes options pricing model at approximately $0.025 or $12,563 and
recorded a stock-based consulting expense of $12,563 for the three months ended
September 30, 2007.

Stock warrant activity for the period ended September 30, 2007 is summarized as
follows:
<TABLE>
<CAPTION>
                                                                  Year Ended September 30, 2007
                                                                  -----------------------------
                                                                                            Weighted
                                                                                             Average
                                                             Number of Warrants          Exercise Price
                                                             ------------------          --------------
<S>                                                                 <C>                  <C>
   Balance at beginning of year                                     76,566,312           $         0.11
   Granted                                                             500,000                     0.05
   Exercised                                                       (         -)                       -
   Cancelled                                                       (   916,667)                     (16)
   Expired                                                         (         -)                       -
   Balance at end of period                                         76,149,645           $         0.08

   Warrants exercisable at end of period                            75,355,201           $         0.08
   Weighted average fair value of warrants granted
   during the period                                                                     $         0.02
</TABLE>
                                       19
<PAGE>
The following table summarizes information concerning warrants outstanding and
exercisable at September 30, 2007:
<TABLE>
<CAPTION>
                                         Warrants outstanding                                     Warrants exercisable
   ---------------------------------------------------------------------------------------   -------------------------------
                                                      Weighted
                                                       Average                 Weighted                           Weighted
           Range of                Number of          Remaining                Average           Number           Average
        Exercise Price              Warrants        Life in Years           Exercise Price     Exercisable     Exercise Price
        --------------              --------        -------------           --------------     -----------     --------------
<S>     <C>       <C>             <C>                   <C>                     <C>           <C>                 <C>
        $ 0.025 - $0.15           73,942,960            2.03                    $ 0.07        73,748,516          $  0.07
        $ 0.20 - $0.50             1,906,685            1.46                    $ 0.42         1,306,685          $  0.38
            $ 0.75                   300,000            1.42                    $ 0.75           300,000          $  0.75
                                  ----------                                                  ----------
                                  76,149,645                                                  75,355,201
                                  ==========                                                  ==========
</TABLE>
NOTE 7 - RELATED PARTY TRANSACTIONS

In September 2006, Richard Hersh resigned as Chief Executive Officer of the
Company and entered into a separation and severance agreement in which he agreed
to the cancellation of all his outstanding options, including options to
purchase an aggregate of 6,182,642 shares of the Company's common stock
exercisable at prices ranging from $0.25 to $0.38 per share and an option to
purchase 10% of the common stock of the Company's subsidiary Commodity Express
Transportation, Inc. for $60,000, to forgive a convertible promissory note with
a principal balance of $115,000 and accrued interest of $32,241, to forego
$313,201 in accrued compensation, and to settle any other claims with, or
obligations by, the Company, in consideration for $20,000 and a warrant to
purchase 11,000,000 shares of common stock for $0.025 per share that expires in
five years. In addition, Mr. Hersh entered into a consulting agreement with the
Company that has a term of five years and a monthly consulting fee of $10,000.
He will advise the Company's management and board of directors on various
business matters including identifying and introducing the Company to
prospective investors, lenders, strategic partners, acquisition and merger
candidates and joint venture partners.

In September 2006, the Company's Board of Directors elected Frank P. Reilly
Chief Executive Officer of the Company. Mr. Brooks entered into an employment
agreement with the Company having a term of two years with one-year renewals
thereafter unless terminated by either party prior thereto. Mr. Brooks' annual
base salary of $150,000 may be deferred until the Company has raised an
aggregate of $3,000,000 and he received an option to purchase 9,000,000 shares
of common stock for $0.025 per share that expires in five years. In August 2006,
Mr. Brooks purchased one share of the Company's Series D convertible preferred
stock for $25,000 in a private transaction and in October 2006 purchased five
shares of the Company's Series F convertible preferred stock for $25,000 in a
private transaction.

In September 2006, the Company's Board of Directors elected S. Kevin Yates Chief
Operating Officer of the Company. Mr. Yates entered into an employment agreement
with the Company having a term of two years with one-year renewals thereafter
unless terminated by either party prior thereto. Mr. Yates' annual base salary
                                       20
<PAGE>
of $150,000 may be deferred until the Company has raised an aggregate of
$3,000,000 and he received an option to purchase 9,000,000 shares of common
stock for $0.025 per share that expires in five years.

In September 2006, the Company terminated its employment agreement with Michael
Darden, its former President. Thereafter, Mr. Darden resigned as a Director of
the Company and its subsidiaries. In October 2006, Mr. Darden filed a lawsuit in
Broward County, Florida naming as defendant Freight Rate, Inc., d/b/a
Power2Ship, Inc. and alleging breach of his employment agreement. Pursuant to a
mediation held in May 2007, the litigation between former employee Darden and
the Company was amicably settled. The case has been dismissed and all
allegations of wrongdoing by Darden as set forth in the Company's previous
filings and counterclaim have been withdrawn. The parties provided each other
with mutual releases of all claims with the exception of the agreed upon
payments totaling $65,000 the Company agreed to pay Mr. Darden in three
installments within 90 days of the mediation agreement. In addition to the
aforementioned payments, the Company forgave $50,000 in accounts receivable from
Mr. Darden that was recorded as a reduction to other receivables and wrote off
$92,726 in accrued salary to Mr. Darden that was recorded as other income during
fiscal year 2007. As of September 30, 2007, the Company owed Mr. Darden $20,000.

In August 2006, prior to joining the Company as executive officers and
employees, Frank P. Reilly and Kevin Yates, the Company's current Chief
Executive Officer and Chief Operating Officer, respectively, entered into a
consulting agreement to provide the Company with business advisory services
including strategic evaluation, planning and advice, fund-raising support, sales
and marketing support, contract negotiation and business development. The term
of the agreement was 12 months with an optional six-month extension. Subject to
the successful completion of various financing activities the Company is
pursuing, the Company agreed to pay each of them a fee of $100,000.

NOTE 8 - SUBSEQUENT EVENTS

Since October 1, 2007, the Company:

     -   entered into an Agreement and Plan of Merger pursuant to which State
         Petroleum Distributors, Inc., a regional fuel distribution company
         based in northeastern Pennsylvania, will merge into the Company's
         wholly owned subsidiary State Petroleum Acquisition Corp. Upon the
         merger becoming effective, the stockholders of State Petroleum
         Distributors immediately prior to the transaction would collectively
         own 55% of our outstanding shares after the merger, and our common
         stockholders immediately prior to the merger would collectively own 45%
         of our outstanding ownership, calculated on a fully diluted basis and
         would result in a change of control of the Company. During the one year
         period following the merger becoming effective, the securities received
         by the State Petroleum Distributors' stockholders would be subject to
         adjustment to account for any derivative securities outstanding as of
         the effective date that are exercised, expire and/or cancelled, so that
         the respective ownership percentages would be maintained. The closing
         of the transaction is subject to a number of conditions, including the
         approval by State Petroleum's stockholders, as well as other customary
         conditions in similar transactions.

     -   filed a definitive information statement on Schedule 14C disclosing
         that the Company intends to amend its Articles of Incorporation to
                                       21
<PAGE>
         increase the number of authorized shares of common stock from
         250,000,000 shares to 750,000,000 shares approximately 20 days after
         first mailing the information statement to its shareholders,

     -   issued one investor a $47,451 16% secured promissory note due January
         15, 2008 that is convertible into common stock at $0.025 per share and
         is secured by a lien on the Company's assets excluding those assets
         owned by Fittipaldi Carriers, Inc. and its subsidiaries,

     -   issued one investor 2,204,123 shares of common stock upon conversion of
         $50,000 of the amended version of 14.25% secured convertible
         debentures, and $2,204 of accrued interest thereon, at $0.025 per
         share,

     -   issued one investor 4,151,399 shares of common stock upon conversion of
         $100,000 of 16% secured promissory notes, and $3,785 of accrued
         interest thereon, at $0.025 per share,

     -   issued four investors and aggregate of 4,000,000 shares of common stock
         upon their conversion of 4 shares of Series D preferred stock,

     -   issued one investor 1,000,000 shares of common stock upon their
         conversion of 1 share of Series F preferred stock,

     -   issued the Company's Chief Executive Officer a five-year option to
         purchase 5,000,000 shares of common stock for $0.025 per share,

     -   issued a five-year warrant to purchase 5,000,000 shares of common stock
         for $0.025 per share in settlement of $111,358 of legal expenses,

     -   borrowed $55,000 from State Petroleum Distributors, Inc. and its
         affiliates

     -   re-priced 9,569,999 outstanding warrants ranging between $0.05 and
         $0.15 to $0.025 per share for 12 investors.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion and analysis of financial condition and
results of our operations should be read in conjunction with the unaudited
consolidated financial statements and the notes to those statements included
elsewhere in this report.

Critical Accounting Policies

         Financial Reporting Release No. 60, which was released by the SEC,
requires all companies to include a discussion of critical accounting policies
or methods used in the preparation of financial statements. Note 1 to our
consolidated financial statements appearing elsewhere herein includes a summary
of the significant accounting policies and methods used in the preparation of
our consolidated financial statements. The following is a brief discussion of
the more significant accounting policies and methods used by us:

         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,
disclosure of contingent assets and liabilities and the reported amounts of
revenues and expenses. Actual results could differ from those estimates.
                                       22
<PAGE>
         We follow the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin 104 for revenue recognition. In general, we record
revenue when persuasive evidence of an arrangement exists, services have been
rendered or product delivery has occurred, the sales price to the customer is
fixed or determinable, and collectability is reasonably assured. The following
policies reflect specific criteria for the reported revenue streams of our
company:

         Freight transportation revenue consists of the total dollar value of
services purchased from us by our customers. We recognize freight transportation
revenue when shipments of goods reach their destinations and the receiver of the
goods acknowledges their receipt by signing a bill of lading which for the vast
majority of the Company's shipments occurs on the same day as the goods are
picked up. At that time, our obligations to the customer are completed and
collection of receivables is reasonably assured. Emerging Issues Task Force
Issue No. 99-19, "Reporting Revenue Gross as a Principal Versus Net as an
Agent", establishes the criteria for recognizing revenues on a gross or net
basis. When we provide these freight transportation services, we are the primary
obligor, we are a principal to the transaction not an agent, we have the risk of
loss for collection, we have discretion to select the supplier when we do not
supply the services and we have latitude in pricing decisions.

         Other revenue, generated from providing various services including
software development, system integration, consulting, training, implementation
and access to our proprietary software applications, generally is recognized in
the month that such services are provided to customers. However, in those
instances when we provide equipment to customers, in conjunction with providing
any of the aforementioned services, on any basis in which ownership is retained
by our company, then we recognize the revenue generated from such equipment
ratably over the term of the agreement providing for the use of such equipment.
Also, in some cases, revenue generated pursuant to software development
contracts with customers may be recognized on the percentage of completion basis
for each deliverable in the contract. Other revenue is expected to remain less
than 10% of total revenue in the foreseeable future.

         Effective March 31, 2006, the Company adopted Statement of Financial
Accounting Standards No. 123 (revised 2004), Share Based Payment ("SFAS No.
123R"). SFAS No. 123R establishes the financial accounting and reporting
standards for stock-based compensation plans. As required by SFAS No. 123R, the
Company recognizes the cost resulting from all stock-based payment transactions
including shares issued under its stock option plans in the financial
statements.

         Based on the guidance in SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets", we evaluate long-lived assets, such as property
and equipment and intangible assets subject to amortization for impairment at
each balance sheet date. Among the factors considered in such evaluations is the
occurrence of a significant event, a significant change in the environment in
which the business assets operate, or if the expected future undiscounted cash
flows are determined to be less than the carrying value of the assets. If
impairment is deemed to exist, an impairment charge would be recognized equal to
the amount by which the carrying amount of the asset exceeds the fair value of
the assets. Management also evaluates events and circumstances to determine
whether revised estimates of useful lives are warranted. Assets to be disposed
of would be separately presented in the consolidated balance sheet and reported
at the lower of the carrying amount or fair value less costs to sell, and would
no longer be depreciated. The assets and liabilities of a disposed group
                                       23
<PAGE>
classified as held for sale would be presented separately in the appropriate
asset and liability sections of the consolidated balance sheet. As of September
30, 2007, management expected its long-lived assets to be fully recoverable.

OVERVIEW

         In March 2005 we acquired certain assets and liabilities from Commodity
Express Transportation, Inc., a South Carolina company. Also in the same month,
Power2Ship Intermodal, a wholly owned subsidiary of CXT, acquired certain assets
and liabilities of GFC, Inc., a New Jersey- based company in the business of
motor carriage specializing in intermodal drayage transportation services.
Following these transactions, these two businesses substantially increased our
assets, liabilities, revenue and operating expenses. Our management, however,
determined to cease the operations of Power2Ship Intermodal in June 2006 as it
had been unprofitable since its acquisition.

         For the quarters ended September 30, 2007 and 2006, virtually all of
our revenue was generated by providing freight transportation services. This
revenue includes the total dollar value of services purchased from us by our
customers. In some instances, our freight transportation services are provided
to our customers using our own transportation equipment, referred to as
asset-based services. In other instances, our freight transportation services
are provided to our customers using the transportation equipment of independent
truck owner-operators under contract with CXT as well as by numerous
unaffiliated trucking companies located throughout the United States arranged by
CXT's freight transportation brokerage, referred to as non-asset based services.

         We are a principal in the transaction to transport the freight. By
accepting our customer's order, we accept certain responsibilities for
transportation of the load from its origin to its destination. In instances when
we arrange for transportation of the load by an unaffiliated independent
carrier, the carrier's contract is with our company, not our shipper customer,
and we are responsible for prompt payment of carrier charges. We are also
generally responsible to our shipper customer for any claims for damage to
freight while in transit. The price we charge for these freight transportation
services depends largely upon the prices charged by our competitors as well as
upon several factors, including the distance the freight is being transported,
the type of transportation equipment required to move the freight, the distance
that equipment is from the origin of the freight and whether or not that
equipment is available in our fleet, the value of the freight and the
availability of loads near the locations where the freight is to be delivered.

         To a far lesser extent, we have generated revenues from providing
various services including software development, system integration, consulting,
training, implementation and access to our proprietary software applications.
For the quarters ended September 30, 2007 and 2006, less than 1% of our total
revenue was attributable to revenue from providing these other services. While
we market these services to our existing and potential customer base, we cannot
predict if we will report significant other revenue in any future periods.

         During the quarters ended September 30, 2007 and 2006, revenue
generated from one customer represented approximately 69% and 62%, respectively,
of our freight transportation revenue. Because our agreement with that customer
can be terminated upon a 30 days notice to us, our dependence on revenues from
this customer puts us at risk until such time, if ever, that we can diversify
our revenue base. In order to lessen the risks to us from this dependence on a
single customer, we are marketing our services to the maximum extent permitted
by our limited sales and marketing budget.
                                       24
<PAGE>
         During fiscal year 2008, our greatest challenge is expected to continue
to be raising sufficient capital to fund our ongoing operations, repay past due
debts and repay other debts as they become due. In addition, in the event that
the transaction with State Petroleum Distributors become effective, we would
have to address challenges related to the integration and operations of this
business. As of November 9, 2007, $692,000 principal amount of 14.25% secured
convertible debentures and $175,000 principal amount of 8% unsecured convertible
promissory notes, and accrued interest on the aforementioned debentures, were
past due. In addition, the Company had approximately $2,892,608 of short term
notes and loans payable. While we substantially reduced our cash used in
operating and investing activities during fiscal year 2007 primarily by laying
off employees, eliminating non-essential administrative costs and deferring
certain employees' compensation, if we are unable to secure additional capital
as needed, then we may be unable to satisfy this secured and unsecured debt
which could adversely affect our ability to continue our operations as presently
conducted. In the event we were unable to satisfy these obligations, then the
holders could seek to foreclose on our primary assets. If the holders were
successful, we would be unable to conduct our business as it is presently
conducted and our ability to generate revenue and fund our ongoing operations
would be materially adversely affected.

RESULTS OF OPERATIONS

Quarter Ended September 30, 2007 compared to the Quarter Ended September 30,
2006

Revenue

         Total revenue generated during the quarter ended September 30, 2007
decreased by $255,004 or approximately 4.0% compared with total revenue
generated during the quarter ended September 30, 2006. Nearly all of this
decrease was the result of declines of:

     -   $88,491 in freight transportation revenue generated by Power2Ship
         Intermodal, Inc. due to its having ceasing operations in 2006, and

     -   $166,513 or approximately 2.6% in freight transportation revenue
         generated by Commodity Express Transportation, Inc. due to the modest
         slowdown in the U.S. economy during the quarter ended September 30,
         2007.

         We anticipate that our total revenue from our existing operations will
increase in the remainder of fiscal year 2008 by approximately 20% to 25% from
fiscal year 2007. Most of this revenue growth is expected to be from freight
transportation revenue primarily due to CXT becoming the dedicated
transportation provider for a major corrugated box manufacturing plant in South
Carolina in September 2007 which is estimated to generate approximately $4
million in revenue during the remainder of fiscal year 2008. In addition,
excluding the potential revenue attributable to the pending merger with State
Petroleum Distributors, Inc., we expect to increase other revenue in fiscal year
2008 by providing logistics consulting and implementation services to large
shipper customers such as Averitt Express with whom we have an agreement to
provide such services. Additional potential revenue in fiscal year 2008 could to
be generated through the use of our technology to provide critical information
enabling verification of fuel savings and reduction of harmful vehicle emissions
as well as monitoring of driver performance that, when improved, can result in
significant fuel savings although we have not entered into any agreements
                                       25
<PAGE>
related to this potential revenue source. Another potential source of revenue in
fiscal year 2008 is providing logistics consulting and implementation services
to countries outside the United States such as Brazil. Finally, we are seeking,
subject to the availability of sufficient financing, to increase our revenue by
acquiring one or more logistics and transportation services companies. We have
not entered into any acquisition agreements as of the date of this report and
cannot predict if and when we may do so.

Operating Expenses

         Total operating expenses incurred during the quarter ended September
30, 2007 decreased by $343,595 or approximately 4.9% compared with the quarter
ended September 30, 2006. Approximately 59.2% of this decrease was due to a
$203,547 or approximately 3.5% decline in freight transportation expenses and
the remainder of the decrease was due to a $140,048 or approximately 11% decline
in selling, general and administrative expenses.

         The $203,547 decrease in freight transportation expenses, which are the
direct costs associated with transporting freight either with our own trucks or
through non-affiliated trucking companies hired to move loads for shipper
customers, consisted of declines of:

         -    $75,170 by Power2Ship Intermodal, Inc. due to it having ceased
              operations in 2006 and

         -    $128,377 or approximately 2.3% by CXT associated with its lower
              revenue.

         The decline in selling, general and administrative expenses of $140,048
resulted from declines of $80,771 or approximately 10.8% in salaries, benefits
and consulting fees and $59,277 or approximately 11.3% in other selling, general
and administrative expenses.

         The $80,771 decline in salaries, benefits and consulting fees consisted
primarily of decreases of $43,899 or 16.3% decrease by CXT and a $33,832 or 7.1
% by the Company's Florida-based corporate operations. Management expects
quarterly salaries and consulting expenses for existing operations during the
remainder of fiscal year 2008 to be comparable to those incurred during the
quarter ended September 30, 2007.

         The largest contributors to the decline in other selling, general and
administrative expenses from the quarter ended September 30, 2006 to the quarter
ended September 30, 2007 were:

     -   the Company's Florida-based operation decreased expenses by $99,417 or
         approximately 39.1% with the primary contributors being a:

         -    $28,295 or 100% decrease in Web hosting expenses as a result of
              our hosting the system in-house,

         -    $28,432 or approximately a 76.7% decrease in legal fees primarily
              due to a decrease in the number and complexity of legal matters
              during the period, and

         -    $29,291 or approximately a 63.8% decrease in rent as a result of
              moving to a much smaller facility in the current period.
                                       26
<PAGE>
     -   Commodity Express Transportation, Inc. increasing its other selling,
         general and administrative expenses by $38,996 or approximately 12.9%.
         The largest contributors to this increase were increases of:

         -    $24,760 in depreciation expense and

         -    $17,410 in bad debt expense from a reversal of $17,410 for the
              quarter ended September 30, 2006 versus no bad debt expense for
              the quarter ended September 30, 2007

         Management expects quarterly other selling, general and administrative
expenses for existing operations during the remainder of fiscal year 2008 to be
comparable to the amount incurred during the first quarter of fiscal year 2008.

Other Income (Expenses)

         Total other expenses increased by $798,866 or approximately 92.1%
during the quarter ended September 30, 2007 as compared with the quarter ended
September, 2006 primarily due to an increase in interest expense, net of
interest income, of $893,730 or approximately 115.7%, that partially was offset
by a $94,864 decrease in loss on forgiveness of debt associated with the
settlement agreement the Company entered into with Richard Hersh, the Company's
former Chief Executive Officer, during the quarter ended September 30, 2006.

         The increase in interest expense primarily was associated with the
assignment of $700,000 of Series B secured convertible debentures, recorded as
interest expense, to investors that invested an aggregate of $2,000,000. Also,
the Company recognized discounts on notes payable $240,679 due to the beneficial
conversion features included in many of the convertible notes payable and
debentures it issued, and amortized $162,875 of these debt discounts as interest
expense during the quarter ended September 30, 2007.

         Management expects quarterly other expenses during the remainder of
fiscal year 2008 to be substantially lower than during the first quarter of
fiscal 2008 primarily since the assignment of Series B secured convertible
debentures ceased in July 2007 upon the settlement with the original holder of
these debentures. Further, we currently are negotiating with the holders of
$797,000 of our 14.25% secured convertible debentures and the holder of $175,000
principal amount of our 8% unsecured convertible promissory note, all of which
is past due, to exchange their debentures or note for our equity securities.
However, we cannot provide any assurance that such negotiations will be
successful and, if not, if we can raise sufficient capital to satisfy the
obligations related to these debentures and promissory note. Further, if
outstanding debt is re-structured or replaced with other debt, then interest
expense could increase as a result of costs incurred in such lending
arrangements that may include higher interest rates, penalties and other
transaction fees.

LIQUIDITY AND CAPITAL RESOURCES

         We have experienced losses and negative cash flows from operations
since our inception, and our independent auditors' report on our financial
statements for fiscal 2007 contains an explanatory paragraph regarding our
ability to continue as a going concern. As of September 30, 2007, we had an
accumulated deficit of $33,776,489, a stockholders' deficit of $3,062,522, and
unrestricted cash and cash equivalents of $41,786.
                                       27
<PAGE>
         The Company's working capital deficit increased by $401,328 or
approximately 8.4% to $5,185,026 at September 30, 2007 as compared with
$4,783,698 at June 30, 2007. This higher deficit was attributed to current
assets decreasing by $1,137,316 while current liabilities decreased by $735,988.

         The decrease in current assets from June 30, 2007 to September 30, 2007
resulted almost entirely from restricted cash decreasing by $1,095,600 primarily
due to $1,100,000 held in an escrow account on June 30, 2007 being used as part
of a settlement payment to one of our debenture holders in July 2007.

         The $735,988 decrease in current liabilities from June 30 to September
30, 2007 resulted from decreases in:

         o     Short term notes payable, convertible notes payable and loans
               payable by $947,392 or approximately 19.9% and

         o     Accounts payable and accrued expenses by $200,714 or
               approximately 7.1%

         that partially were offset by an increase in our line of credit by
$412,118 or approximately 54.1%.

         Our unrestricted cash and cash equivalents decreased by $2,370 from
June 30 to September 30, 2007. This decrease resulted from $504,123 used in
operating activities and $134,774 used in investing activities that were offset
by $636,527 provided by financing activities.

         The Company reduced its net cash used in operating activities during
the quarter ended September 30, 2007 versus the quarter ended September 30, 2006
by $69,531 or approximately 12.1%. This reduction resulted from increases in:

         o     Net loss of $710,275 or 47.7% and

         o     Cash used for changes in operating assets and liabilities of
               $115,376

         that were more than offset by:

         o     Adjustments to reconcile the net loss to net cash used in
               operating activities of $895,182 that were associated with
               non-cash expenses. These adjustments consisted of increases in:

               o    Expenses associated with the issuance of our common stock
                    and warrants as payment for services, interest and debt
                    settlement of $534,510,

               o    Interest expense in connection with the conversion of notes
                    payable and assignment of convertible debentures of
                    $830,162,

               o    Fair value of stock options issued to employees of $212,355
                    and

              that partially were offset by decreases in:

               o    Depreciation and amortization totaling $586,981 and

               o    Loss on forgiveness of debt of $94,864.
                                       28
<PAGE>
         Net cash used in investing activities during the quarter ended
September 30, 2007 versus the quarter ended September 30, 2006 increased by
$51,137 or approximately 61.1%. The increase resulted from increases of $40,058
in purchases of property and equipment and $11,079 in capitalized costs of
software development.

         Net cash provided by financing activities during the quarter ended
September 30, 2007 versus the quarter ended September 30, 2006 decreased $48,239
or approximately 7.0%. This decrease resulted from decreases in cash associated
with:

         o     Repayment of $1,885,591 of promissory notes, loans payable and
               notes payable and

         o     Proceeds from the sale of preferred stock and warrants of
               $660,000

      that partially were offset by increases in cash associated with:

         o     Proceeds of $2,034,000 from the issuance of promissory notes and

         o     Line of credit of $463,352.

         We estimate that our cash on hand on November 9, 2007 will fund our
operating activities until approximately November 30, 2007. This estimate is
based on our cash and cash equivalents of $41,786 and September 30, 2007, plus
$55,000 received from October 1, 2007 to November 9, 2007. If we are unable to
obtain additional working capital before then, we will request that certain
management personnel defer some or all of their compensation and attempt to
further reduce our personnel and administrative costs so that we may continue to
meet operating obligations until such time as we can raise additional working
capital. If we are unable to raise additional working capital as needed, we may
be required to curtail or discontinue some or all of our business and
operations.

         The future capital requirements for our existing operations depend
primarily on the rate at which we can increase our cash flow from operations
which will be affected by numerous known and unknown risks and uncertainties
including, but not limited to, our ability to successfully market our products
and services, the degree to which competitive products and services are
introduced to the market, and our ability to attract key personnel as we grow.
As long as our cash flow from operations remains insufficient to completely fund
operations, we will continue depleting our financial resources and seeking
additional capital through equity and/or debt financing. If we raise additional
capital through the issuance of debt, this will result in increased interest
expense. If we raise additional funds through the issuance of equity or
convertible debt securities, the percentage ownership of Fittipaldi Logistics
held by existing stockholders will be reduced and those stockholders may
experience significant dilution. In addition, new securities may contain certain
rights, preferences or privileges that are senior to those of our common stock.
There can be no assurance that acceptable financing to fund our ongoing
operations and for future acquisitions or for the integration and expansion of
existing operations can be obtained on suitable terms, if at all. Our ability to
continue our existing operations and to continue to implement our growth and
                                       29
<PAGE>
acquisition strategy could suffer if we are unable to raise the additional funds
on acceptable terms which will have the effect of adversely affecting our
ongoing operations and limiting our ability to increase our revenues or possibly
attain profitable operations in the future. If we are unable to raise sufficient
working capital as needed, our ability to continue our business and operations
will be in jeopardy. As of November 9, 2007, all of our assets served as
collateral for $797,000 of our 14.25% secured convertible debentures, of which
$692,000 were past due, and certain of our assets, excluding those held by
Fittipaldi Carriers, Inc. and its subsidiaries, served as collateral for
$2,047,451 of our 16% secured promissory notes, and $303,397 of our Series B
secured convertible debentures, as amended. If we default on our obligations
under any of these securities, including, but not limited to, the payment of
interest when due, then the debenture holders could foreclose on our assets and
we would be unable to continue our business and operations.

         Management expects the Company's liquidity would be improved by virtue
of the pending merger with State Petroleum Distributors. It believes that the
size, at approximately $200,000,000 in annual revenue, potential synergies and
growth opportunities of the consolidated Company will make it more attractive to
investors. An example of a potential synergy is cross-marketing the Company's
proprietary software solutions to State Petroleum Distributor's customer base.
The Company has meetings scheduled with numerous institutional investors
commencing later this month.

ITEM 3. CONTROLS AND PROCEDURES

         As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of the end of the period covered by this report, being September 30, 2007, we
have carried out an evaluation of the effectiveness of the design and operation
of our company's disclosure controls and procedures. This evaluation was carried
out under the supervision and with the participation of our company's
management, including our company's Chief Executive Officer. Disclosure controls
and procedures and other procedures that are designed to ensure that information
required to be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the
time period specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in
our reports filed under the Securities Exchange Act of 1934 is accumulated and
communicated to management including our Chief Executive Officer as appropriate,
to allow timely decisions regarding required disclosure.

         Based upon that evaluation, our company's Chief Executive Officer, who
also serves as our principal financial and accounting officer, concluded that
our company's disclosure controls and procedures are effective for timely
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities Exchange Act of 1934, as amended.
There have been no changes in our internal controls over financial reporting
that occurred during the period covered by this quarterly report that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.




                                       30
<PAGE>
PART II. OTHER INFORMATION
-------- -----------------

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

         31.1     Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer

         31.2     Rule 13a-14(a)/15d-14(a) Certification of Principal Financial
                  and Accounting Officer

         31.2     Certification of Chief Executive Officer and Principal
                  Financial and Accounting Officer pursuant to 18 U.S.C.
                  Section 1350























                                       31
<PAGE>
                                   SIGNATURES

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


                             FITTIPALDI LOGISTICS, INC.

                             By: /s/ Frank P. Reilly
                                 -------------------
                                 Frank P. Reilly
                                 Chief Executive Officer, principal executive
                                 officer and principal financial and accounting
                                 officer


November 14, 2007








































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