<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>power2ship-8k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported) October 4, 2006
                                                         ---------------

                                POWER2SHIP, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)


             Nevada                   000-25753                87-0449667
--------------------------------------------------------------------------------
 (State or other jurisdiction        (Commission             (IRS Employer
        of incorporation)            File Number)          Identification No.)


                903 Clint Moore Road, Boca Raton, Florida 33487
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code 561-998-7557
                                                           ------------


           -----------------------------------------------------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

         [  ]  Written communications pursuant to Rule 425 under the Securities
               Act (17 CFR 230.425)

         [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
               Act (17 CFR 240.14a-12)

         [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
               the Exchange Act (17 CFR 240.14d-2(b))

         [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under
               the Exchange Act (17 CFR 240.13e-4(c))


<PAGE>
Item 3.02  Unregistered Sales of Equity Securities

         From August through October 2006, we completed an offering of
$1,000,000 of our non-voting, non-redeemable Series D convertible preferred
stock, par value of $0.01 per share and stated value of $25,000 per share, to 21
accredited investors and 2 investors who are related to officers of the Company.
We received proceeds of $660,000, exchanged $290,000 of outstanding short term
promissory notes and debentures and have an executed subscription agreement for
the remaining $50,000 of this offering. Each of the 40 shares sold in this
offering is convertible into 1,000,000 shares of our common stock for an
aggregate of 40,000,000 shares. Further, each share is entitled to receive a
participation interest equal to one-fourth of one percent (0.25%), ten percent
(10%) in aggregate, of the annual net profits, after deducting any participation
interest paid to Emerson Fittipaldi or any entities affiliated with Emerson
Fittipaldi, generated from any future business activities undertaken by the
Company or any of its subsidiaries in Brazil. Also, investors were given a right
of first refusal to invest up to 200% of the amount they invested in this
offering in the Company's next security offering.

         These securities were offered by the Company's officers who received no
commission. The Company intends to use the net proceeds from the sale of these
securities for general working capital purposes. These securities were issued in
private transactions that were exempt from registration under the Securities Act
of 1933 in reliance on Rule 506 of Regulation D. The certificates evidencing the
shares issued to these investors contain a legend restricting their
transferability absent registration under the Securities Act or the availability
of an applicable exemption therefrom.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                 POWER2SHIP, INC.


Date:  October 4, 2006                           By:  /s/ David S. Brooks
                                                      -------------------
                                                      David S. Brooks,
                                                      Chief Executive Officer


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