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 MARCH 31, 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 May 11, 2007, the number of
outstanding shares of the issuer's common stock was 144,867,721.

     Transitional Small Business Disclosure Format (check one): Yes [  ] No [X]
 ------------------------------------------------------------------------------


<PAGE>
                                TABLE OF CONTENTS
                                -----------------
<TABLE>
<CAPTION>

                                                                                                        Page
                                                                                                        ----
<S>      <C>                                                                                            <C>
PART I.  FINANCIAL INFORMATION                                                                           3

Item 1.  Financial Statements:                                                                           3

         Consolidated Balance Sheet, March 31, 2007 (Unaudited)                                          3

         Consolidated Statements of Operations, Three and Nine Months Ended
            March 31, 2007 and 2006 (Unaudited)                                                          4

         Consolidated Statements of Cash Flows, Nine Months Ended
            March 31, 2007 and 2006 (Unaudited)                                                          5

         Notes to Consolidated Financial Statements (Unaudited)                                          6

Item 2.  Management's Discussion and Analysis or Plan of Operation                                       20

Item 3.  Controls and Procedures                                                                         29

PART II. OTHER INFORMATION                                                                               30

Item 1.  Legal Proceedings                                                                               30

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                     30

Item 3.  Defaults Upon Senior Securities                                                                 30

Item 4.  Submission of Matters to a Vote of Security Holders                                             30

Item 5.  Other Information                                                                               30

Item 6.  Exhibits                                                                                        30
</TABLE>
           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
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.


                                       2
<PAGE>
<TABLE>
<CAPTION>
                         PART I. FINANCIAL INFORMATION
                         -----------------------------
ITEM 1. FINANCIAL STATEMENTS

                   FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2007
                                   (UNAUDITED)
<S>                                                                                   <C>
      ASSETS
      Current assets:
         Cash and cash equivalents                                               $      161,230
         Accounts receivable, net of allowance of $97,287                             1,924,631
         Other receivables                                                               56,838
         Prepaid expenses                                                               190,538
                                                                                 ---------------
              Total current assets                                                    2,333,237

      Property and equipment                                                            985,727
           Less: accumulated depreciation                                              (337,485)
                                                                                 ---------------
              Net property and equipment                                                648,242

      Software development costs, net of accumulated amortization
           of $193,908                                                                1,223,453
      Intangible asset, net of accumulated amortization of $56,172                      382,850
      Restricted cash for interest on debentures                                          2,395
      Other assets                                                                      189,160
                                                                                 ---------------
      Total assets                                                               $    4,779,337
                                                                                 ===============
      LIABILITIES AND STOCKHOLDERS' DEFICIT
      Current liabilities:
         Notes payable - short term                                              $      161,602
         Convertible notes payable                                                    3,292,000
         Loans payable                                                                   85,388
         Line of credit                                                                 743,324
         Accounts payable                                                             1,209,181
         Accrued expenses                                                               629,678
         Accrued salaries                                                               526,584
                                                                                 ---------------
             Total current liabilities                                                6,647,757
      Long term debt:
         Long term notes payable                                                        171,640
         Convertible notes payable less discount of $60,768                              39,232
                                                                                 ---------------
             Total liabilities                                                        6,858,629
      Stockholders' deficit :
      Preferred stock, $.01 par value, 1,000,000 shares authorized:
         Series B convertible preferred stock, $.01 par value, 200,000
            shares authorized; 151,600 shares issued and outstanding                      1,516
         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; 146 shares issued and outstanding                              1
         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 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; 141,164,480 issued and outstanding                              141,165
         Deferred compensation                                                          (59,319)
         Additional paid-in capital                                                  26,954,569
         Accumulated deficit                                                        (29,118,103)
                                                                                 ---------------
             Total stockholders' deficit                                             (2,079,292)
                                                                                 ---------------
      Total liabilities and stockholders' deficit                                $    4,779,337
                                                                                 ===============
</TABLE>
            See notes to unaudited consolidated financial statements
                                       -3-
<PAGE>
<TABLE>
<CAPTION>
                       FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (UNAUDITED)

                                                       For the Three Months Ended          For the Nine Months Ended
                                                              March 31,                             March 31,
                                                   ---------------------------------  ---------------------------------
                                                      2007                2006             2007              2006
                                                   -------------       -------------  --------------   ----------------
<S>                                                  <C>                 <C>           <C>                <C>
Revenue:
Freight transportation                             $  5,104,778        $  6,801,040   $  16,264,527    $    23,002,082
Access services                                           6,965                 702           6,965                702
Implementation services                                       -              15,668               -             21,336
                                                   -------------       -------------  --------------   ----------------

       Total revenue                                  5,111,743           6,817,410      16,271,492         23,024,120

Operating expenses:
   Freight transportation                             4,580,746           6,019,275      14,873,115         20,451,742
   Selling, general and administrative:
        Salaries, benefits and consulting fees        1,066,637           1,134,735       2,762,425          3,134,764
        Other selling, general and administrative       433,611             654,875       1,501,647          1,803,065
                                                   -------------       -------------  --------------   ----------------

       Total operating expenses                       6,080,994           7,808,885      19,137,187         25,389,571
                                                   -------------       -------------  --------------   ----------------

       Loss from operations                            (969,251)           (991,475)     (2,865,695)        (2,365,451)
                                                   -------------       -------------  --------------   ----------------

Other income (expense):
   Loss on asset disposal                                     -                   -         (23,649)             1,415
   Forgiveness of debt                                   (2,520)                  -         (97,384)                 -
   Gain on settlement of debt                            48,500                   -          48,500                  -
   Interest expense, net                               (340,582)           (444,113)     (1,436,685)        (1,276,919)
   Other income (expense)                               (31,409)                  -         (11,819)             2,906
                                                   -------------       -------------  --------------   ----------------

       Total other expense                             (326,011)           (444,113)     (1,521,037)        (1,272,598)
                                                   -------------       -------------  --------------   ----------------

Net loss                                           $ (1,295,262)       $ (1,435,588)  $  (4,386,732)   $    (3,638,049)
                                                   =============       =============  ==============   ================

Loss per share-basic and diluted                   $      (0.01)       $      (0.02)  $       (0.05)   $         (0.05)
                                                   =============       =============  ==============   ================

Weighted average shares outstanding
      - basic and diluted                            99,152,180          78,680,488      96,944,197         74,417,045
                                                   =============       =============  ==============   ================
</TABLE>












            See notes to unaudited consolidated financial statements
                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                   FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                   For the Nine Months Ended
                                                                                            March 31,
                                                                              ------------------------------------
                                                                                    2007                2006
                                                                              -----------------    ---------------
<S>                                                                           <C>                  <C>
Cash flows from operating activities:
   Net loss                                                                   $     (4,386,732)    $   (3,638,049)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation                                                                    87,408             81,319
        Amortization of software development costs                                      40,569             40,569
        Amortization of intangible asset                                                53,066            101,692
        Amortization of deferred compensation                                          349,577            366,162
        Amortization of deferred financing costs                                        69,475            344,241
        Amortization of discount on notes payable                                      937,872            395,495
        Impairment of intangible assets                                                      -             12,500
        Loss on asset disposal                                                          23,649                  -
        Increase in allowance for doubtful accounts                                          -              3,990
        Loss on forgiveness of debt                                                     97,384                  -
        Gain on settlement of debt                                                     (48,500)                 -
        Issuance of stock options and warrants for services                            887,741            144,229
        Issuance of stock for services, interest and litigation settlement              12,949            198,565
        Changes in operating assets and liabilities:
            Decrease (increase) in accounts receivable                                 846,448         (2,553,850)
            Increase in other receivables                                              (56,838)                 -
            Decrease (increase) in prepaid expenses                                     80,269            (15,446)
            Decrease (increase) in other assets                                        264,068           (132,246)
           (Decrease) increase in accounts payable and accrued expenses               (566,487)           656,124
                                                                              -----------------    ---------------

               Net cash used in operating activities                                (1,308,082)        (3,994,705)
                                                                              -----------------    ---------------

Cash flows from investing activities:
   Purchases of property and equipment                                                 (24,084)           (98,775)
   Capitalized costs of software development                                          (230,496)          (281,806)
                                                                              -----------------    ---------------

               Net cash used in investing activities                                  (254,580)          (380,581)
                                                                              -----------------    ---------------

Cash flows from financing activities:
   Proceeds from convertible promissory notes net of costs of $0
       and $0, respectively                                                                  -            320,000
   Proceeds from promissory notes                                                      246,000            500,000
   Proceeds from notes receivable                                                            -             50,000
   Repayments of promissory loans payable                                              (28,462)                 -
   Proceeds from notes payable                                                               -                  -
   Proceeds from exercise of warrants                                                   12,500                  -
   Repayments of promissory notes                                                       (6,708)            (1,500)
   Repayments of line of credit                                                       (168,963)         1,763,335
   Proceeds from sale of preferred stock and warrants net of costs of $0
      and $0, respectively                                                           1,446,000                  -
   Proceeds from sale of common stock and warrants net of costs of $0
      and $0, respectively                                                                   -          1,260,000
                                                                              -----------------    ---------------

               Net cash provided by financing activities                             1,500,367          3,891,835
                                                                              -----------------    ---------------

               Net decrease in cash and cash equivalents                               (62,295)          (483,451)

Cash and cash equivalents, beginning of period                                $        223,525     $      837,753
                                                                              -----------------    ---------------

Cash and cash equivalents, end of period                                      $        161,230     $      354,302
                                                                              =================    ===============
</TABLE>
            See notes to unaudited consolidated financial statements
                                       -5-
<PAGE>
                   FITTIPALDI LOGISTICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - DESCRIPTION OF BUSINESS

Organization
------------
Fittipaldi Logistics, Inc. (the "Company"), formerly Power2Ship, Inc., was
incorporated in Nevada on October 28, 1987. On March 11, 2003, the Company
merged with Freight Rate, Inc. which became a wholly owned subsidiary. The
Company is a technology company that specializes in providing pertinent,
real-time information to the worldwide transportation and security industries.
Its telematics solutions collect 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. On March 26, 2007, the
Company formed Emmo Logic, Inc., a Delaware corporation, as a wholly-owned
subsidiary for the purpose of becoming the holding company of all the
intellectual property and operations related to the Company's proprietary
technology.

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 representing the
business 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. The company 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 of approximately 88 tractors comprised of 45 owned units and 43
owner-operator units with which it has independent contractor lease agreements
and approximately 285 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 March 31,
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
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, 2006. In the opinion of management, all

                                       6
<PAGE>
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. The results of operations for the three
and nine month periods ended March 31, 2007 are not necessarily indicative of
the results to be expected for the fiscal year ending on June 30, 2007.

The Company has experienced losses and negative cash flows from operations since
its inception. As of March 31, 2007, it had an accumulated deficit of
$29,118,103, a stockholders' deficit of $2,079,292, and its independent
auditors' report on its financial statements for fiscal year 2006 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.

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
                                       7
<PAGE>
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. 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 January 1, 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 January 1, 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 nine
months ended March 31, 2007, the Company granted 45,150,000 stock options.

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
                                       8
<PAGE>
strategy, competitive information and market trends. At March 31, 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 nine months ended March 31, 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
         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.
                                       9
<PAGE>
At March 31, 2007, the net book value of capitalized software was $1,223,453.
Amortization expense was $87,408 and $81,319 for the nine months ended March 31,
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 March 31, 2007, the
Company's cash balances did not exceed the insured limits. 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 March 31, 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 March 31, 2007, one customer accounted for $3,212,355
or approximately 63% of the Company's revenue and that same customer accounted
for $426,448 or approximately 22% of accounts receivable as of March 31, 2007.
During this period, no other customer accounted for more than 10% of revenue or
accounts receivable.

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 is being amortized
over its useful life assumed to be 5 years.

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.
                                       10
<PAGE>
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 an impairment to intangible assets of $113,667. Power2Ship
Intermodal ceased operations effective June 30, 2006 and the Company recorded an
impairment of $185,578 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.

The Company recorded amortization expense for its intangible assets for the nine
months ended March 31, 2007 and 2006 of $53,066 and $101,692, respectively. At
March 31, 2007, future amortization expense for these intangible assets is as
follows:

                                                2007          $ 21,951
                                                2008            87,804
                                                2009            87,804
                                                2010            83,740
                                                2011           101,551
                                                              --------
                                                              $382,850
                                                              ========

NOTE 5 - NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

As of March 31, 2007, the balance on the Company's revolving line of credit with
Branch Banking and Trust Company was $743,324.

During the nine months ended March 31, 2007, seven debenture holders converted
$230,000 of the Company's 14.25% secured convertible debentures into common and
preferred stock leaving an outstanding balance as of March 31, 2007 of
$1,367,000. In addition, the Company has entered into agreements with three
holders of an aggregate of $120,000 to extend the maturity dates of these
debentures to June 30, 2007 in consideration for a reduction in the conversion
price of the debentures from $0.2673 to $0.025 per share. The remaining
debentures totaling $1,247,000 were due on December 31, 2006. If the Company
receives notice of noncompliance and potential default from any of its debenture
holders, 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,
                                       11
<PAGE>
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 nine months ended March 31, 2007, the sole holder of the Company's
Series B 5% secured convertible debentures converted $150,000 of the debentures
into 4,166,245 shares of common stock leaving an outstanding balance of
$1,750,000. These debentures were not repaid when due in June and September
2006. In January 2007, the Company entered into an agreement pursuant to which
the debenture holder agreed not to exercise its rights of conversion under, or
accrue further interest on, the debentures until June 30, 2007, subject to the
Company paying the outstanding balance of $350,000 of its 14.25% secured
convertible debentures held by the debenture holder over a four month period
commencing February 1, 2007 and, thereafter, paying the debenture holder a lump
sum of $2,000,000 and issuing the debenture holder 13,000,000 shares of its
common stock by June 30, 2007. The Company made the required payments in
February and March 2007 totaling $120,000 but, as of March 31, 2007, did not
have the funds to make the remaining payments specified in the agreement with
the debenture holder (see Note 8 - Subsequent Events for more current
information related to these payments). If the Company is able, however, to
raise the necessary capital, these payments and the stock issuance to the
debenture holder would result in full settlement of all obligations to this
debenture holder.

During the nine months ended March 31, 2007, five debenture holders converted an
aggregate of $590,000 principal amount of Series D 8% unsecured convertible
debentures, and $24,228 of accrued interest thereon, into 29,753,574 shares of
common stock and three debenture holders exchanged an aggregate of $250,000 of
these debentures into $250,000 of Series D convertible preferred stock. The
outstanding balance of the Series D debentures as of March 31, 2007 was
$100,000.

During the nine months ended March 31, 2007, two debenture holders converted an
aggregate of $105,000 principal amount of Series C 10% unsecured, convertible
debentures, and $11,549 of accrued interest thereon, into 5,827,440 shares of
common stock and two debenture holders exchanged an aggregate of $40,000 of
these debentures into $40,000 of Series D convertible preferred stock. The
outstanding balance of the Series C convertible debentures as of March 31, 2007
was $0.

During the nine months ended March 31, 2007, the Company did not repay any of
its liability to the seller of GFC, Inc. As of March 31, 2007, the outstanding
balance of the liability to the seller was $31,500 all of which was recorded as
current notes payable.

In March 2007, the Company issued $70,000 of 12% short-term promissory notes to
two individuals who were significant shareholders of the Company and one who was
the beneficial owner of more than 10% of the Company's voting securities.

During January and March 2007, CET issued two secured promissory notes totaling
$238,450 related to the purchase of seven used trucks. These notes have interest
rates of approximately 11% and are to be repaid with 42 equal monthly payments.
As of March 31, 2007, the outstanding balance of these notes was $231,742 of
which $60,102 was recorded as short-term notes payable and $171,640 was recorded
as long term notes payable.

During March 2007, CET purchased 275 trailer tracking devices for $113,850
payable in four installments of $28,462.50 at the end of March, June, September
and December 2007 leaving an outstanding balance of $85,388 as of March 31,
2007.
                                       12
<PAGE>
In September 2006, the Company entered into a Separation and Severance Agreement
with the Chairman in which he agreed to settle all outstanding claims against
the Company, including a $115,000 8% convertible promissory note and accrued
interest thereon, and to permit the cancellation of all options previously
granted to him, in consideration for $20,000 and a five-year warrant to purchase
11,000,000 shares of common stock for $0.025 per share.

In August 2006, the Company issued a $40,000 short-term 10% promissory note to
one accredited investor. In October, the holder exchanged the $40,000 note for
1.6 shares of the Series D convertible preferred stock.

In July 2006, the Company issued $36,000 short-term 10% promissory notes to five
accredited investors. In October, one holder exchanged a $10,000 note for 0.4
shares of the Series D convertible preferred stock and the other four holders
exchanged $26,000 of these notes for 5.2 shares of Series F convertible
preferred stock.

In June 2006, the Company issued a $50,000 short-term promissory note to one
accredited investor. The note had an interest rate of 10% and a maturity date of
September 25, 2006. In September, the holder exchanged this note for two shares
of the Series D convertible preferred stock.

As of March 31, 2007, a $175,000 8% unsecured convertible promissory note, and
accrued interest thereon, due on June 30, 2006 was in default. The note holder
has notified the Company that it is seeking to accelerate full repayment. Such
default 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.

NOTE 6 - STOCKHOLDERS' DEFICIT

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

During the nine months ended March 31, 2007, the Company issued:

         -     178.4 shares of its Series F convertible preferred stock of which
               approximately 157.2 shares were purchased for $786,000 from 52
               investors, 16 shares were issued upon conversion of $80,000 of
               14.25% secured convertible debentures by three debenture holders
               and 5.2 shares were issued upon conversion of $26,000 of 10%
               promissory notes; four stockholders converted 33.2 shares into
               6,640,000 shares of common stock leaving an outstanding balance
               of 145.2 shares as of March 31, 2007;

         -     70 shares of its Series H convertible preferred stock upon
               conversion of $65,000 and accrued interest of $4,898, of its
               14.25% convertible debentures to one debenture holder;

         -     six shares of its Series G convertible preferred stock upon
               conversion of $150,000 of its 10% short-term promissory notes to
               three debenture holders; two stockholders converted 4 shares into
               4,000,000 shares of common stock leaving an outstanding balance
               of 2 shares as of March 31, 2007; and

         -     40 shares of its Series D convertible preferred stock of which
               26.4 shares were purchased for $660,000 from 21 investors, 10
               shares were issued in exchange for $250,000 of Series D 8%
               unsecured convertible debentures by three debenture holders, 1.6
                                       13
<PAGE>
               shares were issued in exchange for $40,000 of Series C 10%
               unsecured convertible debentures by two debenture holders and 2
               shares were issued in exchange for $50,000 in 10% short-term
               promissory notes by one preferred stockholder; one stockholder
               converted 2 shares into 2,000,000 shares of common stock leaving
               an outstanding balance of 38 shares as of March 31, 2007.

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

During the nine months ended March 31, 2007, the Company issued an aggregate of
56,816,731 shares of its common stock consisting of:

         -     29,753,574 shares issued upon conversion of $590,000 of its
               Series D 8% unsecured convertible debentures and accrued interest
               by five debenture holders;

         -     4,166,245 shares issued upon conversion of $150,000 of its Series
               B 5% secured convertible debentures by one debenture holder;

         -     5,827,440 shares issued upon conversion of $105,000 of its 10%
               promissory notes and accrued interest to two note holders;

         -     3,501,320 shares issued upon conversion of $85,000 of its 14.25%
               secured convertible debentures and accrued interest to three
               debenture holders;

         -     6,640,000 shares issued upon conversion of 33.2 shares of its
               Series F convertible preferred stock by four preferred
               stockholders;

         -     4,000,000 shares issued upon conversion of four shares of its
               Series G convertible preferred stock by two preferred
               stockholders;

         -     2,000,000 shares issued upon conversion of two shares of its
               Series D convertible preferred stock by one preferred
               stockholder;

         -     80,000 shares issued upon conversion of 4,000 shares of its
               Series B convertible preferred stock by two preferred
               stockholders;

         -     25,000 shares issued for consulting services rendered valued at
               the fair market value on the date of grant at $0.05 per share or
               $1,250. In connection with the issuance of these shares, the
               Company recorded stock-based consulting expense of $1,250 for the
               nine months ended March 31, 2007;

         -     200,000 shares issued for accrued services rendered valued at the
               fair market value on the date of grant at $0.05 per share or
               $10,000. In connection with the issuance of these shares, the
               Company recorded an offset of $7,480 against accrued expenses and
               a loss on forgiveness of debt of $2,520 for the nine months ended
               March 31, 2007;

         -     123,152 shares issued for consulting services rendered valued at
               the fair market value on the date of grant at $0.095 per share or
               $11,699. In connection with the issuance of these shares, the

                                       14
<PAGE>
               Company recorded stock-based consulting expense of $11,699 for
               the nine months ended March 31, 2007; and

         -     500,000 shares issued upon exercise of stock warrants at $0.025
               per share for $12,500.

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 January 1, 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.

During the nine months ended March 31, 2007, the Company granted stock options
to purchase an aggregate of 45,150,000 shares of common stock which consisted
options to purchase:

         -     23,000,000 shares of common stock with an exercise price of
               $0.025 per share in connection with employment agreements with
               two of its officers and an employee. The Company accounts for
               stock options issued to employees in accordance with the
               provisions of SFAS 123R and related interpretations. The fair
               value of this option grant was estimated on the date of grant
               using the Black-Scholes option-pricing model with the following
               weighted-average assumptions: dividend yield of 0%; expected
               volatility of 199%; risk-free interest rate of 4.5% and an
               expected holding period of five years. In connection with these
               options, the Company recorded stock-based compensation expense of
               $315,900 for the nine months ended March 31, 2007.

         -     12,000,000 shares of common stock for $0.025 per share in
               connection with employment agreements with two of its employees.
               The Company accounts for stock options issued to employees in
               accordance with the provisions of SFAS 123R and related
               interpretations. The fair value of this option grant was
               estimated on the date of grant using the Black-Scholes
               option-pricing model with the following weighted-average
               assumptions: dividend yield of 0%; expected volatility of 199%;
               risk-free interest rate of 4.39% to 4.67% and an expected holding
               period of five years. In connection with these options, the
               Company recorded stock-based compensation expense of $110,102 for
               the nine months ended March 31, 2007.

                                       15
<PAGE>
         -     9,900,000 shares of common stock at an exercise price of $.025
               per share to some of its employees. The Company accounts for
               stock options issued to employees in accordance with the
               provisions of SFAS 123R and related interpretations. The fair
               value of this option grant was estimated on the date of grant
               using the Black-Scholes option-pricing model with the following
               weighted-average assumptions: dividend yield of 0%; expected
               volatility of 199%; risk-free interest rate of 4.8% and an
               expected holding period of five years. In connection with these
               options, the Company recorded stock-based compensation expense of
               $350,536 for the nine months ended March 31, 2007.

         -     250,000 shares of its common stock at an exercise price of $.025
               per share to one of its employees. The Company accounts for stock
               options issued to employees in accordance with the provisions of
               SFAS 123R and related interpretations. The fair value of this
               option grant was estimated on the date of grant using the
               Black-Scholes option-pricing model with the following
               weighted-average assumptions: dividend yield of 0%; expected
               volatility of 199%; risk-free interest rate of 4.6% and an
               expected holding period of five years. In connection with these
               options, the Company recorded stock-based compensation expense of
               $766 for the nine months ended March 31, 2007.

During the nine months ended March 31, 2007, the Company cancelled stock options
to purchase an aggregate of 9,461,091 shares of common stock which consisted of:

         -     5,785,392 shares for prices ranging from $0.25 to $0.38 per share
               expiring in 2008 granted to the Company's previous Chief
               Executive Officer upon entering into a Separation and Severance
               Agreement;

         -     3,146,033 shares for prices ranging from $0.15 to $0.52 per share
               expiring from 2006 through 2008 granted to certain employees; and

         -     529,666 shares for $0.38 per expiring in 2008 granted to one
               consultant.

A summary of the stock option activity during the nine months ended March 31,
2007 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, 2006                           $0.35       13,600,741    $0.15 - $1.01
       Granted                                                        $0.025      45,150,000        $0.025
       Expired                                                        $0.39       (1,083,516)   $0.40 - $0.50
       Cancelled                                                      $0.34       (9,461,091)   $0.15 - $0.52
                                                                                  ----------
       Outstanding options at March 31, 2007                          $0.05       48,206,134    $0.025 - $1.01
                                                                                  ==========

       Exercisable options at March 31, 2007                          $0.05       40,165,509    $0.025 - $1.01
                                                                                  ==========
</TABLE>

                                       16
<PAGE>
The following table summarizes information concerning stock options outstanding
and exercisable at March 31, 2007:
<TABLE>
<CAPTION>
                                  Options Outstanding                                   Options Exercisable
      ------------------------------------------------------------------------- ------------------------------------
                                              Weighted Average     Weighted                            Weighted
        Range of Exercise        Number           Remaining        Average          Number              Average
             Price            Outstanding     Contractual Life  Exercise Price   Exercisable         Exercise Price
       ------------------   ----------------  ----------------  --------------  ------------------ -----------------
<S>    <C>                       <C>               <C>          <C>                    <C>         <C>
       $            0.025        45,150,000        4.53 Years   $        0.025         37,109,375  $          0.025
               0.15 -0.38         2,756,134        0.65 Years             0.32          2,756,134              0.32
                     1.01           300,000        0.55 Years             1.01            300,000              1.01
                            ----------------                    --------------  ------------------ -----------------
                                 48,206,134                     $         0.05         40,165,509  $           0.05
                            ================                    ==============  ================== =================
</TABLE>
Warrants
--------

During the nine months ended March 31, 2007, the Company granted warrants to
purchase an aggregate of 21,325,000 shares of common stock consisting of:

         -     11,000,000 shares at an exercise price of $0.025 per share that
               expire in September 2011 granted to the Company's previous Chief
               Executive Officer upon entering into a Separation and Severance
               Agreement with him in September 2006. The warrant was valued
               utilizing the Black-Scholes options pricing model at
               approximately $0.048 per share or $534,600.

         -     8,000,000 shares at an exercise price of $0.025 per share that
               expire in October 2011 granted to EF Marketing, LLC in October
               2006 upon entering into an Amendment to the License Agreement
               dated March 1, 2005 with EF Marketing, LLC and Emerson
               Fittipaldi. The warrant was valued 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.

         -     100,000 shares at an exercise price of $.025 per share that
               expires in November 2009 to one consultant. The Company valued
               these warrants utilizing the Black-Scholes options pricing model
               at approximately $0.047 or $4,725 and recorded a stock-based
               consulting expense of $4,725 for the nine months ended March 31,
               2007.

         -     1,525,000 shares at an exercise price of $.025 per share that
               expires in February 2010 to two consultants. The Company valued
               these warrants utilizing the Black-Scholes options pricing model
               at approximately $0.048 or $72,916 and recorded a stock-based
               consulting expense of $72,916 for the nine months ended March 31,
               2007.

         -     700,000 shares at an exercise price of $.05 per share that
               expires in February 2010 to two consultants. The Company valued
               these warrants utilizing the Black-Scholes options pricing model
               at approximately $0.047 or $32,796 and recorded a stock-based
               consulting expense of $32,796 for the nine months ended March 31,
               2007.

                                       17
<PAGE>
During the nine months ended March 31, 2007, one investor exercised warrants to
purchase 500,000 shares for $12,500.

During the nine months ended March 31, 2007, the Company cancelled warrants to
purchase an aggregate of 718,350 shares of common stock consisting of:

         -     218,375 shares at an exercise price of $0.025 per share expiring
               in 2006 to one investor and

         -     500,000 shares at an exercise price of $0.25 per share expiring
               in 2008 to one consulting company.

A summary of the warrant activity is as follows:
<TABLE>
<CAPTION>
                                                                       Weighted
                                                                       Average
                                                                       Exercise    Number of    Exercise Price
                                                                        Price       Warrants      Per Warrant
                                                                        -----       --------      -----------
<S>                          <C> <C>                                     <C>        <C>           <C>     <C>
Outstanding warrants at June 30, 2006                                    $0.13      59,912,536    $0.05 - $2.00
Granted                                                                  $0.026     21,325,000       $0.025
Exercise                                                                 $0.025       (500,000)      $0.025
Cancelled                                                                $0.42        (718,375)   $0.25  - $0.80
Expired                                                                  $0.48      (2,607,850)    $0.05 - $2.00
                                                                                    ----------
Outstanding warrants at March 31, 2007                                   $0.12      77,411,311    $0.025 - $0.75
                                                                                    ==========
Exercisable warrants at March 31, 2007                                   $0.09      76,450,201    $0.025 - $0.75
                                                                                    ==========
</TABLE>
The following table summarizes information concerning warrants outstanding at
March 31, 2007:
<TABLE>
<CAPTION>
                                                                                        Weighted          Weighted
                                                                                        Average           Average
                                                                                       Remaining          Exercise
                    Range of Exercise Price             Number of Warrants           Life in Years         Price
                    -----------------------             ------------------           -------------         -----
<S>                     <C>       <C>                       <C>                           <C>            <C>
                        $ 0.025 - $0.15                     74,109,627                    2.31           $  0.08
                        $ 0.20 - $0.50                       3,001,684                    1.35           $  0.40
                            $ 0.75                             300,000                    1.92           $  0.75
                                                           -----------
                                                            77,411,311
                                                           ===========
</TABLE>












                                       18
<PAGE>
The following table summarizes information concerning warrants exercisable at
March 31, 2007:
<TABLE>
<CAPTION>
                                                                                        Weighted
                                                                                        Average
                                                                                        Exercise
                    Range of Exercise Price             Number of Warrants               Price
                    -----------------------             ------------------               -----
<S>                     <C>       <C>                       <C>                          <C>
                        $ 0.025 - 0.15                      73,748,517                   $0.08
                        $ 0.20 - $0.50                       2,401,684                   $0.37
                            $ 0.75                             300,000                   $0.75
                                                           -----------
                                                            76,450,201
                                                           ===========
</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 David S. Brooks
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
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 for cause its employment agreement
with Michael Darden, its President. Thereafter, Mr. Darden resigned as a
Director from the Company and its subsidiaries. In October 2006, Mr. Darden
filed a lawsuit in Broward County, Florida naming as defendant Freight Rate,

                                       19
<PAGE>
Inc. d/b/a Power2Ship, Inc. and alleging breach of his employment agreement. The
complaint states that Mr. Darden was damaged pursuant to the termination of his
employment agreement in the amount of $306,428. The Company believes it has
substantial defenses and counterclaims against Mr. Darden, including wrongful
appropriation of funds of the Company.

In August 2006, prior to joining the Company as executive officers and
employees, David S. Brooks 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 April 1, 2007, the Company has:

         -     sold approximately 8.5 shares of its Series F preferred stock to
               three investors for an aggregate of $20,000 and the exchange of
               $22,460 of its 14.25% secured convertible debentures, including
               accrued interest thereon;

         -     received $60,000 from two lenders and issued the lenders 10%
               unsecured short term notes;

         -     received $1,250,000 from one institutional lender upon issuance
               of a $1,250,000 16% secured promissory note due January 8, 2008,
               of which $1,000,000 was placed in an escrow account that only
               will be released upon the Company having sufficient funds to
               repay all obligations to the holder of the Company's Series B 5%
               secured convertible debentures;

         -     repaid $120,000 to the holder of 14.25% secured convertible
               debentures;

         -     issued 3,703,241 shares of common stock to three lenders upon the
               conversion of $92,581 of 14.25% secured convertible debentures,
               including accrued interest thereon; and

         -     granted a three-year warrant to purchase 5,000,000 shares of
               common stock for $0.025 per share to one law firm in settlement
               of certain past legal expenses.

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.

Forward-looking Information

         This quarterly report on Form 10-QSB, including the discussion and
analysis of our financial condition and results of operations and our
disclosures about market risk, contain certain "forward-looking statements."
These statements represent our expectations, beliefs, intentions, or strategies
concerning future events and by their nature involve risks and uncertainties.
Forward-looking statements include, among others, statements about our future
                                       20
<PAGE>
performance, the continuation of historical trends, the sufficiency of our
sources of capital for future needs, the expected impact of recently issued
accounting pronouncements, and the outcome or effects of litigation. Risks that
could cause actual results to differ materially from our current expectations
include our ability to raise sufficient working capital to continue as a going
concern, changes in market demand and pricing for our services, the impact of
competition, changes in relationships with our customers, our ability to obtain
sufficient carrier capacity at competitive rates to transport freight, our
ability to retain shippers willing to have us move their freight, the risks
associated with litigation and insurance coverage, the impacts of war on the
economy, and changing economic conditions. Therefore, actual results may differ
materially from our expectations based on these and other risks and
uncertainties. 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 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 report and you should not rely on these statements without also
considering the risks and uncertainties associated with these statements and our
business.

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 2 to our
consolidated financial statements 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:

         - General. 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.

         - Revenue Recognition. The Company recognizes freight transportation
revenue when shipments reach their destinations and the receiver acknowledges
the receipt of goods by signing a bill of lading. Revenue from access fees is
recognized in the month that access to our P2S MobileMarket(TM) is provided to
customers. Revenue generated from implementation services, pursuant to software
development contracts with customers defining the scope of work, is recognized
on the percentage of completion basis for each deliverable provided for in the
contract. Revenue from implementation services are non-recurring and are
expected to significantly decrease in total and as a percent of total revenue in
future periods.

         - Stock-Based Compensation. Effective January 1, 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.
                                       21
<PAGE>
OVERVIEW

         In March 2005 we acquired certain assets and liabilities of Commodity
Express Transportation, Inc., a South Carolina company (CXT), and GFC, Inc., a
South Carolina company. The consolidated financial statements and accompanying
notes thereto included elsewhere in this report reflect the assets, liabilities
and results of operations of these two acquisitions from their respective dates
of acquisition. These two transactions substantially increased both our revenues
and operating expenses during fiscal years 2006 and 2005. Effective June 30,
2006, management decided to cease the operations of Power2Ship Intermodal as it
had been unprofitable since its acquisition. Excluding changes in revenue and
costs by our other operations, we expect this event to result in freight
transportation revenue and expenses for fiscal year 2007 decreasing by
approximately $3,200,000, selling, general and administrative expenses being
reduced by approximately $60,000 and our interest expense declining by
approximately $60,000.

         For the fiscal year ended June 30, 2006 and the nine months ended March
31, 2007, virtually all of our revenue was generated by providing freight
transportation services. Revenue from freight transportation services includes
the total dollar value of services purchased from us by our customers. We
provide freight transportation for our shipper customers using our own
transportation equipment (asset based), on transportation equipment of
owner-operators which are affiliated with our subsidiary CXT as well as numerous
unaffiliated independent carriers located throughout the United States
(non-asset based). 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 also generally
are responsible to our shipper customers 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 lesser extent, we have historically generated revenues from access
services and implementation services. For the fiscal year ended June 30, 2006,
less than 1% of our total revenue was attributable to revenue from access
services and implementation services. For the nine months ended March 31, 2007,
we reported $6,965 in revenue from access services and no revenue from
implementation services. Access services revenue represents revenue generated
from the unlimited use of the information available through our proprietary
application for a fixed monthly fee. Implementation services include design,
programming and testing of custom developed interfaces that permit our
proprietary application to communicate and share data with a customer's existing
computer software. While we market these services to our existing and potential
customer base, we cannot predict if we will report significant revenue from
either access services or implementation services in any future periods.

         During fiscal year ended June 30, 2006, revenue generated from one
customer represented 53% of our freight transportation revenue and for the nine
months ended March 31, 2007, this same customer accounted for 63% of our
revenue. Because our agreement with that customer can be terminated upon a 30

                                       22
<PAGE>
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 potential shipper customer and companies involved in
freight security to the maximum extent permitted by our limited sales and
marketing budget.

         Most of our revenue during the remainder of fiscal year 2007 is
expected to be generated by the assets of CXT, our freight transportation
services provider serving customers located in the southeastern United States.
Its freight transportation services are provided by independent truck
owner-operators under contract with CXT or by independent drivers that utilize
tractors and trailers provided by CXT and other trucking companies arranged by
CXT's freight transportation brokerage.

         Another potential source of revenue may be generated for incorporating
our secure, wireless, Internet-based system as a component in the security
solutions being developed by other companies to counteract the threat of
terrorism. Our system is capable of capturing and processing data transmitted
wirelessly from other technologies that may be part of any comprehensive
security system. Examples of these technologies include radio-frequency
identification (RFID) tags fastened to the outside of containers and/or
trailers, smart tags affixed to the goods inside shipping containers, and
electronic seals applied at the time the container is loaded. Further, our
system has the ability to alert a truck's owner or authorities if a vehicle
deviates from its designated route. Because our application was designed to
provide economic benefit to the transportation industry, we believe that it is
uniquely suited to providing a Homeland Security solution without causing
onerous expense to either the private or public sector.

         During the remainder of fiscal year 2007, our greatest challenge will
be raising sufficient capital to fund our ongoing operations, pay our past due
obligations and other obligations as they become due and continue to implement
our business model (see "Liquidity and Capital Resources" for additional
information).

         While we have deferred certain employees' compensation and reduced or
eliminated certain non-essential personnel and administrative costs, if we are
unable to secure additional capital as needed we may be unable to satisfy this
secured and unsecured debt which could adversely affect our ability to continue
our operations as presently conducted, as well as severely limit our ability to
diversify our revenue sources. If we are unable to satisfy the secured debt when
it becomes due, the holders could foreclose on our assets and we would be forced
to cease our operations.

RESULTS OF OPERATIONS

Nine Months Ended March 31, 2007 compared to the Nine Months Ended March 31,
2006

Revenue

         Total revenue generated during the nine months ended March 31, 2007
decreased by $6,752,628 or approximately 29.3% compared with total revenue
generated during the nine months ended March 31, 2006. Nearly all of this
decrease was the result of declines of:

         -     $5,130,513 or approximately 97.9% in freight transportation
               revenue generated by Power2Ship Intermodal, Inc. and the
               Company's Florida-based freight brokerage operation due to their
               ceasing operations in June and July 2006, respectively, and

                                       23
<PAGE>
         -     $1,607,042 or approximately 9% in freight transportation revenue
               generated by Commodity Express Transportation, Inc. due to a
               decrease in shipments during the first and second quarters of
               fiscal year 2007 by our largest customer as a result of normal
               seasonal fluctuations combined with inventory adjustments by
               customers of our largest customer.

         Management expects revenue to increase in the last quarter of fiscal
year 2007 compared with the first three quarters of fiscal year 2007 due to
normal seasonal increases in demand. Most of our revenue is expected to be
generated from providing freight transportation services using our fleet of
tractors and trailers and from our freight brokerage operations. In addition, we
expect to generate revenue in fiscal year 2007 by providing logistics consulting
and implementation services to large shipper customers such as Averitt Express.
Finally, we are seeking, subject to the availability of sufficient financing, to
increase our revenue by acquiring one or more trucking or third party logistics
companies.

Operating Expenses

         Total operating expenses incurred during the nine months ended March
31, 2007 decreased by $6,252,384 or approximately 24.6% compared with the nine
months ended March 31, 2006. Approximately 89.2% of this decrease was due to a
$5,578,627 or approximately 27.3% decline in freight transportation expenses,
which are direct costs associated with transporting freight either with our own
trucks or through non-affiliated trucking companies hired to move loads for
shipper customers. The decrease in freight transportation expenses consisted of
declines of:

         -     $2,425,805 or approximately 97% by Power2Ship Intermodal, Inc.
               due to it having ceased operations in July 2006

         -     $2,132,191 or 100% by the Company's Florida-based freight
               brokerage operation which ceased in the fourth quarter of fiscal
               year 2006 and

         -     $1,020,631 or approximately 6.5% by CXT associated with its lower
               revenue. This percentage decrease in freight transportation
               expense was lower than the 9% decrease in revenue reflecting a
               decrease in gross margin for freight transportation services to
               8.5% for the nine months ended March 31, 2007 versus 11.0% for
               the nine months ended March 31, 2006. This margin decrease was
               due to the higher than normal gross margins generated during and
               after the 2005 hurricane season as a result of the increased
               demand for truck transportation. Management expects CXT's gross
               margin in the fourth quarter of fiscal year 2007 to be slightly
               lower than the 10.3 % gross margin CXT achieved during the third
               quarter of fiscal year 2007 due to the typical seasonal decrease
               in demand.

         The remaining 10.8% of the decrease in total operating expenses was due
to the decline in selling, general and administrative expenses of $673,757 or
approximately 13.6%. This decrease resulted from declines of $372,339 or
approximately 11.9% in salaries, benefits and consulting fees and $301,418 or
approximately 16.7% in other selling, general and administrative expenses.

         The $372,339 decline in salaries, benefits and consulting fees
consisted of decreases of:

         -    $222,863 or approximately 9.9% in salaries and benefits which were
              $2,034,861 during the nine months ended March 31, 2007 compared
              with $2,257,724 during the nine months ended March 31, 2006. This
                                       24
<PAGE>
              decrease was attributed primarily to the elimination of employees
              of Power2Ship Intermodal, Inc. and the Company's Florida-based
              freight brokerage operation which ceased operations in July 2006
              as well as to a decrease in the number and salaries of certain
              non-essential administrative and support personnel;

         -    $149,476 or approximately 17% in consulting fees which were
              $727,564 in the nine months ended March 31, 2007 compared with
              $877,040 during the nine months ended March 31, 2006. This
              decrease was a result of a reduction in the quantity of, and fees
              charged by, consultants engaged by the Company.

         Management expects salaries and consulting expenses during the last
fiscal quarter of 2007 to be comparable to those incurred on average during the
first three fiscal quarters of 2007.

         The $301,418 decline in other selling, general and administrative
expenses was due to:

         -     the Company's Florida-based operation decreasing its expenses by
               $342,785 or approximately 33% with the primary contributors to
               this decline being a:

         -     $83,614 or approximately a 91.8% decrease in Web hosting expenses
               as a result of our hosting the system in-house;

         -     $75,344 or approximately an 88.9% decrease in amortization of
               intellectual property as the amortization period for these
               intangible assets ended in the first quarter of fiscal year 2007;

         -     $54,224 or approximately a 33.5% decrease in legal fees primarily
               due to not having the expense of preparing a registration
               statement during fiscal year 2007;

         -     $51,408 or approximately a 91.9% decrease in bank service charges
               resulting primarily from transaction fees incurred to
               electronically pay our carriers which stopped when we ceased our
               brokerage operations in the fourth quarter of fiscal year 2006;

         -     $35,815 or approximately a 26.6% decrease in rent as a result of
               moving to a smaller facility during the second quarter of the
               current fiscal year; and a

         -     $23,799 or approximately a 31% decrease in travel expenses as we
               reduced the number of sales-related trips to prospective
               customers, conventions and trade shows.

         These decreases partially were offset by a $36,034 increase in
amortization expense from the warrant granted pursuant to the amendment to the
license agreement entered into with EF Marketing, LLC during the second quarter
of fiscal year 2007.

         -     Power2Ship Intermodal, Inc. decreasing its other selling, general
               and administrative expenses by $55,013 or approximately 72% due
               to it having ceased operations in July 2006; and

         -     Commodity Express Transportation, Inc. increasing its other
               selling, general and administrative expenses by $96,380 or
               approximately 13.8%. The largest contributors to this increase

                                       25
<PAGE>
               were $41,218 in taxes and licenses due to an increase in the
               number of owned tractors and trailers, $30,442 in South Carolina
               income tax expense and $18,396 in administrative expenses
               primarily due to hiring of one additional administrative
               employee.

         Management expects other selling, general and administrative expenses
during the last fiscal quarter of 2007 to be comparable to the quarterly
averages incurred during the first three quarters of fiscal year 2007.

Other Income (Expenses)

         Total other expenses increased by $248,439 or approximately 20% during
the nine months ended March 31, 2007 as compared with the nine months ended
March 31, 2006. Most of this increase consisted of increases in interest
expense, net of interest income, of $159,766 or approximately 13%, loss on
forgiveness of debt of $97,384 associated with the settlement agreement the
Company entered into with the Company's former Chief Executive Officer and loss
on asset disposal of $25,064 that partially was offset by a $48,500 gain on
settlement of debt with a vendor that previously provided the Company with
software maintenance services.

         The increase in interest expense primarily was associated with the
conversion of $840,000 of Series D convertible debentures in the nine months
ended March 31, 2007 resulting in the acceleration of interest expense
associated with these debentures.

         Management expects other expenses during the fourth quarter of fiscal
2007 to be substantially lower than the average per quarter during the first
three quarters of fiscal 2007 primarily due to a reduction in interest expense
associated with the conversion, forgiveness and repayment of debt during the
first three quarters of fiscal year 2007. Total notes and loans payable, before
deducting discounts on convertible notes payable, decreased by $1,072,847 or
approximately 22% from June 30, 2006 to March 31, 2007. Further, we currently
are negotiating with the holders of $1,197,000 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. As of March 31, 2006, we had an accumulated deficit of
$29,118,103, a stockholders' deficit of $2,079,292, and our independent
auditors' report on our financial statements for fiscal year 2006 contained an
explanatory paragraph regarding our ability to continue as a going concern. Our
ability to continue as a going concern is dependent upon our ability to obtain
the necessary financing to meet our obligations and repay our liabilities when
they become due and to increase our revenues and generate profitable operations
in the future. We plan to continue to provide for our capital requirements
through the sale of equity or debt securities; however, we have no firm
commitments from any third party to provide this financing and we cannot assure
you we will be successful in raising working capital as needed. There are no
assurances that we will have sufficient funds to execute our business plan, pay
our obligations as they become due or generate positive operating results. If we

                                       26
<PAGE>
are unable to raise additional capital, we may be required to reduce or
eliminate certain of our operations.

         At March 31, 2007, our working capital deficit decreased by $535,267 or
approximately 11% to $4,314,520 as compared with a working capital deficit of
$4,849,787 at June 30, 2006. This reduction was attributed to a $934,114
decrease in current assets which was more than offset by a $1,469,381 decrease
in current liabilities. The decrease in current assets consisted of decreases of
$848,388 in accounts receivable primarily due to our decrease in revenue,
$80,269 in prepaid insurance and $62,295 in cash that partially was offset by a
$56,838 increase in other receivables of which $50,000 is associated with the
unauthorized withdrawal of funds from our bank account by our former President.
The decrease in current liabilities consisted of decreases of $74,678 in short
term notes payable, $259,537 in the current portion of convertible notes
payable, $115,000 in convertible note payable to related party, $168,963 in the
outstanding balance of our line of credit, and $936,591 in accounts payable and
accrued expenses primarily due to our decrease in revenue that partially was
offset by an $85,388 increase in loans payable.

         During the nine months ended March 31, 2007, our cash balance decreased
by $62,295. This decrease resulted from $1,308,082 used in operating activities
and $254,580 used in investing activities less $1,500,367 provided by financing
activities. This compares with a decrease in our cash balance of $483,451 during
the nine months ended March 31, 2006 as a result of $3,994,705 used in operating
activities and $380,581 used in investing activities less $3,891,835 provided by
financing activities.

         During the nine months ended March 31, 2007, the $1,308,082 used in
operating activities consisted of a $4,386,732 net loss that partially was
offset by $2,511,190 of non-cash expenses including depreciation, amortization,
loss on asset disposal and forgiveness of debt and issuances of stock options
and warrants for services and conversions and $567,460 in cash used for
operating assets and liabilities. This compares with the $3,994,705 used in
operating activities during the nine months ended March 31, 2006 which consisted
of a $3,638,049 net loss and $2,045,418 in non-cash expenses including
depreciation, amortization, a change in the allowance for doubtful accounts and
issuances of our common stock, options and warrants as payment for services,
interest and compensation that partially was offset by $2,045,418 in cash used
for operating assets and liabilities.

         The $254,580 used in investing activities during the nine months ended
March 31, 2007 consisted of $230,496 used for software development and $24,084
used for purchases of property and equipment. This compares with $380,581 used
in investing activities during the nine months ended March 31, 2006 which
consisted of $281,806 used for software development and $98,775 used for
purchases of property and equipment. Software development costs primarily
consist of the salaries of our information technology employees who are
continually enhancing and making modifications to our internal use software.
These costs are expected to remain relatively constant for the remainder of
fiscal year 2007.

         During the nine months ended March 31, 2007, the $1,500,367 provided by
financing activities primarily consisted of $1,446,000 from the issuance of
convertible preferred stock, $246,000 from the issuance of promissory notes less
$168,963 repaid on our line of credit. This compares with $3,891,835 provided by
financing activities during the nine months ended March 31, 2006 which primarily
consisted of $1,763,335 borrowed from our revolving line of credit $1,260,000
from the issuance of common stock and warrants, $820,000 from the issuance of
promissory notes and $50,000 from repayment of a loan to a third party.

                                       27
<PAGE>
         We have a $3,000,000 revolving line of credit secured by our accounts
receivable with BB&T Corporation. This facility had a balance on March 31, 2007
of $743,324 and is in effect until the end of February 2008.

         As of March 31, 2007, we were past due under debt obligations totaling
approximately $2,800,000 of principal, plus accrued interest thereon, including:

     -   $1,750,000 principal amount of Series B 5% secured convertible
         debentures held by one investor. In January 2007, we entered into an
         agreement with this investor to pay $2,000,000 and 13,000,000 shares of
         our common stock by June 30, 2007 in full settlement of all obligations
         related to these debentures (see Note 8 - "Subsequent Events"). We have
         raised $1,000,000 which is on deposit in an escrow account to repay
         these debentures but will need to raise additional capital from the
         sale of our securities to satisfy the terms of the agreement with the
         debenture holder. However, we currently have no commitments for such
         additional financing and there can be no assurance that acceptable
         financing to repay these debentures can be obtained on suitable terms,
         if at all.

     -   $175,000 principal amount of 8% unsecured convertible promissory note
         held by one investor. We are negotiating with the investor to convert
         or exchange up to the entire amount of the note for our equity
         securities or to extend its maturity date. However, we currently have
         no commitment for converting, exchanging or extending the maturity date
         of this note and there can be no assurance that, in the event the
         holder does not convert, exchange or extend the maturity date of the
         note, that acceptable financing to repay this note can be obtained on
         suitable terms, if at all.

     -   $867,000 principal amount of our 14.25% secured convertible debentures
         and an additional $500,000 become due on June 30, 2007. We will need to
         raise additional capital with the proceeds from the sale of our
         securities to repay these debentures. However, we currently have no
         commitments for such financing and there can be no assurance that
         acceptable financing to repay our debentures can be obtained on
         suitable terms, if at all. We also are negotiating with these debenture
         holders to exchange their debentures for our equity securities or to
         extend the maturity dates. However, we currently have no commitments
         from these debenture holders to exchange or extend the maturity dates
         of their debentures and there can be no assurance that, in the event
         the holders do not convert, exchange or extend the maturity dates of
         the debentures, that acceptable financing to repay these debentures can
         be obtained on suitable terms, if at all.

         Our revenue is not sufficient to pay our operating costs or to fund our
interest expenses. Our future capital requirements depend primarily on the rate
at which we can decrease our use of cash to fund operations. Cash used for
operations will be affected by numerous known and unknown risks and
uncertainties including, but not limited to, our ability to increase our
revenues and operating margins, 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. We estimate that our cash on hand at March
31, 2007 and our receipt since then of $295,000 in net proceeds, of which
$20,000 was from sales of shares of our Series F convertible preferred stock and
$275,000 was from issuances of short term promissory notes, should fund our
operating activities for approximately two months from the date of filing this
report. Thereafter, we will need additional working capital to fund our

                                       28
<PAGE>
operations and need to raise approximately $2,500,000 in capital to satisfy our
debt obligations which currently are past due and debt obligations which will
become due in the next several months, assuming none of these debt obligations
are converted into our equity securities. However, we currently have no
commitments for such working capital and debt re-financing and there can be no
assurance that such commitments will be obtained on a timely basis on suitable
terms, if at all.

         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
our equity 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 pay our past due
obligations and other debt obligations as they become due, fund our ongoing
operations and for future acquisitions or for and expansion of existing
operations can be obtained on suitable terms, if at all. If we are unable,
however, to secure the necessary additional working capital as needed, we may be
forced to curtail some or all of our operations and you could lose your entire
investment in our company.

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 March 31, 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
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.













                                       29
<PAGE>
PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In October, 2006, Michael J. Darden, former President and Director of
the Company, filed a lawsuit in the Circuit Court in Broward County, Florida
(Case No. 0616408) naming as defendant Freight Rate, Inc. d/b/a Power2Ship, Inc.
alleging that the Company breached his employment agreement. The complaint
states that Mr. Darden was damaged pursuant to the termination of his employment
agreement in the amount of $306,000. In November 2006, the Company filed a
counterclaim with the court alleging that Mr. Darden embezzled $50,000 from the
Company, breached his employment agreement, defamed the Company, committed
tortuous interference with the Company's business relations and prospective
business opportunities, breached his fiduciary duties and committed civil theft.
Discovery in this action is ongoing.

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

         In April 2007, we sold 8.5 shares of Series F convertible preferred
stock to three accredited investors in a private placement exempt from
registration under the Securities Act in reliance on Section 4(2) of that act.
We paid no sales commissions for these sales and received proceeds of $20,000
and the exchange of $22,460 of 14.25% secured convertible debentures, including
accrued interest thereon. No general solicitation or advertising was used in
connection with this offering, and the certificates evidencing the securities
that were issued contained a legend restricting their transferability absent
registration under the Securities Act or the availability of an applicable
exemption therefrom. The purchasers represented that they were acquiring the
securities for investment purposes only, and not with a view towards
distribution or resale except in compliance with applicable securities laws.

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








                                       30
<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.


Date: May 15, 2007
                              FITTIPALDI LOGISTICS, INC.

                              By: /s/ David S. Brooks
                                  -------------------
                                  David S. Brooks
                                  Chief Executive Officer, principal executive
                                  officer and principal financial and accounting
                                  officer












































                                       31